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HomeMy WebLinkAbout5.409 Original Contract 5: <fD q AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND LINDBERG ARCHITECTS RELATING TO: Port Angeles Food Bank Facility THIS AGREEMENT is made and entered into this 0():dL.day of between THE CITY OF PORT ANGELES, a non-charter code city of the State Washington, the "CITY") and LINDBERG ARCHITECTS, (hereinafter called the "CONSULTANT"). , 1996, by and (hereinafter called WHEREAS, the CITY desires to develop a Facility Plan for a new Port Angeles Food Bank. WHEREAS, the City of Port Angeles, as part of its CDBG grant agreement with CTED, under contract number 1- 95-744-074, has been awarded CDBG fund for the purposes set forth herein; and WHEREAS, the Scope of Work included in this contract is authorized as part of the City's approved CDBG project; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the State of Washington for professional registration and/or other applicable requirements, and WHEREAS, the CONSULTANT represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and WHEREAS, the CONSULTANT represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants and agreements set forth below, the parties hereto agree as follows: SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit A, and shall include all services and material necessary to accomplish the work. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, based on the criteria set forth in Exhibit A, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XI of this Agreement. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the profession and in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the work shall become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONSULTANT. However, any alteration or reuse of the documents, by the City or by others acting through or on behalf of the City, will be at the City's sole risk. City of Port Angeles - [September 1996] III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative shall be subject to the approval of the CITY. The Consultant and his designated reparestative may be contacted at 319 S. Peabody Street, Port Angeles, Washington 98362. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties. The work shall be completed in accordance with the schedule set forth in the attached Exhibit D. V PAYMENT The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment shall be on the basis of the CONSULTANT'S cost for actual labor, overhead and profit plus CONSULTANT'S direct non-salary reimbursable costs as set forth in the attached Exhibits Band C, respectively. 1. Labor costs shall be based on the hourly rates shown in Exhibit B. General clerical time shall be considered an overhead item, except where specific work items are involved that require one hour or more continued effort, in which case time will be charged on the basis of hours worked. 2. The direct non-salary reimbursable costs are those directly incurred in fulfilling the terms of this Agreement, including, but not limited to, travel, subsistence, telephone, CADD computer, reproduction and printing, supplies and fees of outside services and consultants. Ten percent (10%) overhead and profit may be added to direct non-salary reimbursable costs. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs; shall indicate the specific task or activity in the Scope of Work to which the costs are related; and shall indicate the cumulative total for each task. C. The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid. D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. E. Final payment for the balance due to the CONSULTANT will be made upon the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XI of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non-salary reimbursable costs and outside services, shall not exceed the maximum sum of $21,875.00 City of Port Angeles - [September 1996] VII EMPLOYMENT Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT'S employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the City's written consent. VIII NONDISCRIMINATION The CONSULTANT shall comply with all applicable federal, state and CITY nondiscrimination regulations and with the CITY'S Equal Opportunity/Affirmative Action clause, which is set forth in the attached Exhibit E. IX SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY. B. The CONSULTANT will be using the firms submitted with its proposal as subcontractors. Subcontractors other than those listed shall not be permitted without the written consent of the CITY. C. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of Consultant's obligations under this Agreement, including the nondiscrimination requirements. X CHANGES IN WORK Other than changes directed by the CITY as set forth In Section I above, either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XI EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. Written notice will be by certified mail sent to the consultant's designated representative at the address provided by the CONSULTANT. B. In the event this Agreement is terminated pnor to the completion of the work, a final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the percentage of work completed. city of Port Angeles - [September 1996] C. In the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIII INDEMNIFICATION/HOLD HARMLESS The CONSULTANT agrees to indemnify the CITY from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CONSULTANT, CONSULTANT employees, affiliated corporations, officers, and subcontractors in connection with the work performed under this Agreement. The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work performed under this Agreement. If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONSULTANT and the CITY, its qfficers, officials, employees, and volunteers, the CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. XIV INSURANCE The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, employees or subcontractors. The CONSULTANT shall provide a Certificate of Insurance evidencing: 1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and, 2. Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations; broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and, Any payment of deductible or self insured retention shall be the sole responsibility of the CONSULTANT. The CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the CITY as additional insured shall be attached to the Certificate of Insurance. The CITY reserves the right to review a certified copy of all required insurance policies in the CONSULTANT's office. City of Port Angeles - [September 1996] The CONSULTANT'S insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The CONSULTANT'S insurance shall be primary insurance as respects the CITY, and the CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. XV APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. XVI EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A - Scope of Work, Schedule for the Work Exhibit B - Consultant Labor Costs Exhibit C - Non-salary Reimbursable Costs Exhibit 0 - Equal Opportunity/Affirmative Action/Facilities Nondiscrimination In WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written above. L G ARCHITECTS William A. Lindber , President TYPE NAME and TITLE APPROVED AS TO FORM: ~/()~ ATTEST. ~~~~ ~ BECKY UPTON, ITY ERK ,I'./' I . ." .j L - {' . " . '. ,;. //. , I" ~ , . , , \ . City of Port Angeles - [September 1996] EXlllBIT A New Port Angeles Food Bank Facility Plan SCOPE OF WORK Both parties hereto agree that the following constitute project goals, objectives, parameters, and constraints or limitation and establish hereby a periodic review procedure by which the parties can mutually evaluate progress and compliance in meeting these criteria: GOALS: By January, 1997, the Consultant shall provide the City, on behalf of the Port Angeles Food Bank a plan document for the development of a permanent, potentially multi-purpose, regional Food Bank, which would be based in Port Angeles and which could help support the needs of other North Olympic Peninsula communities. The plan shall include a building program, site selection criteria and review process, capital funding options and targeted sources of ongoing operating support. It is anticipated that development of the plan shall be coordinated with a steering committee (the New Food Bank Steering Committee), comprised of City representation, Food Bank volunteers and community representatives. It is further anticipated that the plan documentation will be used to help support a funding drive for the acquisition and construction/remodel of a permanent facility. SCHEDULE OBJECTIVES: ~ Identify and select functions and services for new facility, (9/96 - 10/96). ~ Develop a building program and identify and review up to three potential sites, (10/96 - 11/96). Sites provided by owner. ~ Develop capital and operating cost estimate based on building program and recommended site location, (11/96) ~ Identify potential resources and partnership for capital and operating expenses, (10/96 - 11/96). ~ Develop draft Facility Plan for review by New Food Bank Steering Committee, (11/96). ~ Assist City and Food Bank in conducting public hearing to review program performance, (12/96). ~ Develop final Facility Plan, (1/97). par C IDATAIWPICONTRACT\9606EXA TJS .~ Lindberg Architects The Linkletter Associates EXHIBIT B HOURLY BILLING RATES Lindberg Architects Principal Architect Associate Architect Associate Architect Associate Architect Clerical Clerical The Linkletter Associates Principal Draftsman Clerical $85.00/hr. $75.00/hr. $60.00/hr. $55.00/hr. $37.50/hr. $30.00/hr. $60.00/hr. $45.00/hr. $25.00/hr. , , , EXHIBIT C Non-Salary Reimbursable Costs Lindberg Architects/The Linkletter Associates Reimbursables shall be based upon the following: Mileage at $0.25 per mile Ferry fares based upon Washington State Ferry Rates Reproduction costs: Printing (18x24) $1.75 per sheet Printing (24x36) $2.50 per sheet Long distance/fax at 1.1 times the direct cost Photocopies: 8-1/2 xII legal llx17 Postage at 1.1 times the direct cost $0.15 per page $0.30 per page $0.45 per page Lindberg Architects The Linkletter Associates " . , - EXHIBIT D EQUAL OPPORTUNITY/AFFIRMATIVE ACTION/FACILITIES NONDISCRIMINATION (The following clause is applicable unless, and to the extent that, this contract is exempt under the rules, regulations, and relevant orders of the Secretary of labor, including 41 CFR, Ch. 60.) During the performance of this contract, the Consultant/Contractor agrees as follows: a The Consultant/Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin The Consultant/Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated dUring employment, without regard to their race, color, religion, sex, or national origin The Consultant/Contractor WIll take affirmative action to employ, advance in employment, and otherwise treat qualified special disabled or Vietnam era veterans and handicapped Individuals without discrimination based upon their disability or veterans' status or physical or mental handicap in all employment actions Such actions shall Include, but not be limited to, the following employment, upgrading, demotion, or transfer, recrUitment or recrUitment advertising, layoff or termination, rates of payor other forms of compensation, and selection for training, Including apprenticeship The Consultant/Contractor agrees to post In conspicuous places, available to employees and applicants for employment, notices to be provided by the local United States Department of Labor Office setting forth the provIsions of this Equal Opportunity/Affirmative Action clause e The Consultant/Contractor will furnish all information and reports required by Executive Order No 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of labor for purposes of investigations to ascertain compliance with such rules, regulations and orders. b The Consultant/Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant/Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, physical or mental handicap, or national Origin, and that the Consultant/Contractor IS under the legal obligation to take affirmative action to employ, advance In employment, and otherwise treat qualified special disabled or Vietnam era veterans and handicapped individuals without discrimination based upon their disability or veterans' status or physical or mental handicap In all employment actions All sUitable employment openings eXisting at contract award or occurnng dUring contract performance will be listed at the state employment source office In the locality where the opening occurs, prOVided that this listing requirement shall not apply to openings that the Consultant/Contractor Intends to fill from within ItS own organization or under a customary and traditional employer-union hiring agreement The Consultant/Contractor will not, on grounds of race, color, religion, sex, physical or mental handicap, or national origin: Deny an individual any services or other benefits prOVided under this agreement, 2 PrOVide any servlce(s) or other benefits to an indiVidual which are different, or are prOVided In a different manner from those prOVided to others under this agreement, 3 Subject an individual to segregation or separate treatment In any manner related to the receipt of any service(s) of other benefits provided under this agreement, 4 Deny any individual an opportUnity to participate In any program prOVided by this agreement through the provIsion of services or otherwise, or afford an opportUnity to do which IS different from that afforded others under this agreement The Consultant/Contractor, In determining (1) the types of services or other benefits to be prOVided or (2) the class of individuals to whom, or the situation In which, such services or other benefits will be prOVided or (3) the class of Individuals to be afforded an opportunity to participate In any services or other benefits, will not utilIZe cntena or methods of administration which have the effect of subjecting Individuals to discrimination because of their race, color, sex, religion, national ongln, creed, or the presence of any sensory, mental or phYSical handicap g In the event of Consultant/Contractor noncompliance with the nondlscnmlnatlon requirements of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended, In whole or In part, and the Consultant/Contractor may be declared Ineligible for further government contracts In accordance With procedures authorized In Executive Order No 11246 of September 24, 1965, and such other sanctions may be imposed and remedies Invoked as prOVided In Executive Order No 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise prOVided by law c The Consultant/Contractor will send to each labor union or representative of workers With which he has a collective bargaining agreement or other contract or understanding, a notice, to be prOVided by the agency Contracting Officer, advIsing the said labor union or workers' representative of the Consultant/Contractor's commitments under this Equal Opportunity/Affirmative Action clause, and shall post copies of the notice In conspIcuous places available to employees and applicants for employment h The Consultant/Contractor will Include the provisions of paragraphs a through g In every subcontract unless exempted by the rules, regulations, or orders of the Secretary of Labor d. The Consultant/Contractor will comply With all provisions of Executive Order No 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, Including, but not limited to, the rules, regulations and orders Issued by the Secretary of Labor under the Vietnam Era Veterans' Readjustment Assistance Act of 1972, and the Rehabilitation Act of 1973 (29 USC 793), as amended City of Port Angeles - [September 1996]