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Home My WebLink About5.944 Original Contract .~~ 5. q<l-</_ AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND PERTEET, INC. PROJECT 08-03B '...~ RELATING TO: THE CITY'S TRANSPORTATION INFRASTRUCTURE THIS AGREEMENT is made and entered into this I f>:tA.. day of 2009, by and between THE CITY OF PORT ANGELES, a non-charter co CI of the State of Washington, (hereinafter called the "CITY") and Perteet, Inc., a Corporation authorized to do business in the state of Washington (hereinafter called the "CONSULTANT"). WHEREAS, the CITY desires to have the CONSULTANT provide planning, design and construction support services relative to transportation infrastructure; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform on-call engineering services on a Task Order basis (a sample of which is attached hereto as 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 CONSULTANT agrees to perform certain consulting, design, studies, and/or advisory services for the CITY as follows: Provide on-call engineering services on a Task Order basis. Each item of work under this agreement will be provided by Task Order (the format which is attached hereto as Exhibit "A"). Each Task Order will be individually negotiated with the CITY. Each Task Order will identify the specific work to be performed, identifying the maximum amount authorized, start date and end date (time of performance), and scope of work specific to the task. The terms of the Task Order cannot be modified without written approval from CITY and CONSULTANT. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the 2009 Consultant Agreement with Perteet, Project 08-038 (Revised) Page 1 of 6 CONSULTANT shall make such changes as may be required by the CITY. Such changes shall be required performance of completion of each task and shall not constitute "Extra Work". The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the engineering profession and in compliance with applicable federal, state and local laws. 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 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. 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. IV TIME OF PERFORMANCE To be defined by each Task Order. 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 Schedule of 2009 Billing Rates as set forth in the attached Exhibit B. 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. Co 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 after the completion of the work and acceptance by the CITY. VI MAXIMUM COMPENSATION 2009 Consultant Agreement with Perteet, Project 08-038 (Revised) Page 2 of6 To be defined by each Task Order. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Contract is that of owner-independent contractor. The CONSULTANT is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The CONSULTANT, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. The CONSULTANT shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. VIII 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 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. IX NONDISCRIMINATION The CONSULTANT shall conduct its business in a manner, which assures fair, equal and non-discriminatory treatment of all persons, without respect to race, creed or national origin, or other legally protected classification and, in particular: A. The CONSULTANT shall maintain open hiring and employment practices and will welcome applications for employment in all positions, from qualified individuals who are members of minorities protected by federal equal opportunity/affirmative action requirements; and, B. The CONSULTANT shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin. X SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement 2009 Consultant Agreement with Perteet, Project 08-03B (Revised) Page 3 of 6 without the written consent of the CITY. B. 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. XI 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. XIII 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 prior 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 work completed. 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. XIV INDEMNIFICA TION/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, to the proportionate extent arising out of claims by third parties for property damage and bodily injury, including death, caused 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, to the proportionate extent arising out of claims by third parties for property damage and bodily injury, including death, caused 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 2009 Consultant Agreement with Perteet. Project OB-038 (Revised) Page 4 of 6 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, the CITY, and the officers, officials, employees, and volunteers of either, 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. xv 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 Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and, 2. Commercial General Liability 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, 3. Professional Liability insurance with limits no less than $1,000,000 per claim. 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 with a representative of the CONSULTANT in the CONSULTANT's office. 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 2009 Consultant Agreement with Perteet, Project 08-036 (Revised) Page 5 of 6 CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage Consultant's insurer will provide notification of a cancellation in coverage, and Consultant will provide notification of any material change. XVI 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. XVII SUPPLEMENTAL TERMS The supplemental terms set forth in the attached Exhibit C shall also apply to this Agreement. XVIII 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 - Sample Task Order Exhibit B - Consultant Labor Costs and Non-salary Reimbursable Costs Exhibit C - Supplemental Terms IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES APPROVED AS TO FORM: CONSULTANT tf6J O-~ TITLE: e..1<.~c... "L c..€.. P R. €. S , DeI'JT ATTEST: b,t~ ~ BECKY U N, ITY CL K I ,0: L' . ~ . 2009 Consultant Agreel)1ent with Perteet. Project 08-03B (Revised) Page 6 of 6 Exhibit A to Agreement 08-03B with City of Port Angeles TASK ORDER No.-L- Name of Project: The CITY aulhori= the oou,uItant to perl'onn, and the CONSULTANT agree, to perl'orm ~ ~. '" described belo~pursuant to the Master Agreement entered into with Petteet. Inc. and executed on J ,400 All provisions in the Master Agreement remain in effect except as expressly modified by this work authorization, and are incorporated herein by reference. If the CONSULTANT provides on-call assistance to the CITY during contract administration, it is understood that by providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job safety, or any construction contractor's failure to perform its work in accordance with the contract documents. SCOPE OF TASK AUTHORIZATION *TO BE FILLED OUT BY PROJECT MANAGER (use extra pages as necessary) * 1. DESCRlPTION OF WORK: Prepare a project scope for each of the two FEMA project sites. Prepare planning level estimates for each of the two FEMA sites. The consultant utilizing the map prepared by the CITY, will identify length of each subarea within each of the two FEMA Project sites. .. Assumptions: An initial field reconnaissance of the two FEMA Project sites will be required to assess the impacted areas and develop preliminary repair options. Meet on site with the City and FEMA to discuss on potential solutions, verify limits of each subarea site and confirm FEMA participation within the two FEMA Project sites. Develop planning level cost estimates and document in a memo the preliminary repair option for each of the two FEMA PROJECT sites. Deliverables: Memo and planning level estimate for each of the two FEMA PROJECT sites. *2. ESTIMATE OF COST: Not to exceed $25,000 until authorized to proceed by the CITY The maximum amount payable under this work authorization inclusive of all fees and other costs is $25,000. *3. SCHEDULE FOR COMPLETION OF AUTHORIZED WORK: June 30, 2009. *4. ADDITIONAL ITEMS TO BE FURNISHED BY THE CONSULTANT: All work under this work authorization shall be performed pursuant to the terms, conditions, specifications, and limitations contained in the Master Agreement. ~9-- ~ , ~ ~~ l'\a --/ Approv. Authori ~ 5-/!!1-0q Date of Authorization Exhibit A to Agreement 08-D3B.doc :;~.;<o. ; PERTEET, INC- Schedule of 2009 Billing Rates Engineering. Planning and Environmental Classifications Principal/Senior Associate Associate Senior EngineerlManager Lead EngineerlManager Engineer ill Engineer n Engineer I Senior PlannerlManager Lead PlannerlManager Planner ill Planner n Planner I Senior EcologistIManager Lead EcologistIManager Ecologist ill Ecologist n Ecologist I Lead Technician/Designer Technician ill Technician n Technician I Contract Administrator Accountant Clerical Expert Witness Rates: Consulting & Preparation Time Court Proceedings & Depositions (4 hour minimum) Exhibit B to Agreement 08-03R doc 2009 Hourly Rate 185.00 175.00 165.00 140.00 120.00 100.00 85.00 160.00 . 140.00 115.00 100.00 80.00 160.00 140.00 115.00 100.00 80.00 105.00 95.00 80.00 70.00 95.00 80.00 70.00 @ standard hourly rates @ 1.5 times hourly rates Page 1 of2 Direct Expenses 1_-.--.-.... ..,.' PERTEET, INC. Schedule of 2009 Billing Rates Page 2 Living & travel expenses outside of service area Authorized Subconsultants Outside Services (printing. traffic counts, etc.) CADD Station GIS I Traffic Modeling Color Copies Milea e Survey and Construction Observation Classifications Principal Surveyor Survey Manager Senior Professional Land Surveyor Professional Land Surveyor Project Surveyor n Project Surveyor I Survey Technician ill Survey Technician n Survey Technician I One Person Survey Crew Two Person Survey Crew Three Person Survev Crew Senior Construction Observer Construction Observer . Direct Survey Expenses Dual Frequency GPS Receiver Robotic Total Station Data Collection System Digital Level Surve monuments & cases Exhibit B to Agreement 08-038. doc Rate Cost plus 10 percent Cost pJus J 0 percent Co,St plus 10 percent $10.00 per hour $15.00 per hour $.80 each current federal rate 2009 Hourly Rate 185.00 150.00 145.00 120.00 110.00 95.00 85.00 80.00 55.00 90,00 160.00 215.00 110.00 80.00 Rate $150.00 per day $100.00 per day $50.00 per day Cost Ius 10 Page 2 of2 ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODNYYY) 05/07/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Kibble & Prentice, a USI Co. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 370 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Seattle, W A 98111 206 441-6300 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Indemnity Company of CT 25682 Perteet, Inc. INSURER B: XL Specialty Insurance Company 37885 P.O. Box 1186 INSURER C: Everett, W A 98206-1186 INSURER D: INSURER E: Client#. 326377 PERTEINC COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER PJ>.k+~~,;:~8~~E P%~~J (~Xrt~~~~N LIMITS A ~NERAL LIABILITY 6807251 L042 12/31/08 12/31/09 EACH OCCURRENCE $1 000.000 ~ OMMERCIAL GENERAL LIABILITY ~~~~*H9E~~;.7r~pnce\ $1 000.000 f-- CLAIMS MADE [!] OCCUR MED EXP (Anyone person) $5.000 PERSONAL & ADV INJURY $1.000 000 I-- GENERAL AGGREGATE $2 000 000 n'L AGGRE~E LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2.000 000 X PRO- n POLICY JECT LOC A ~TOMOBILE LIABILITY BA6778L235 12/31/08 12/31/09 COMBINED SINGLE LIMIT .!... ANY AUTO (Ea accident) $1,000,000 - ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) - .!... HIRED AUTOS BODILY INJURY $ .!... NON-OWNED AUTOS (Per accident) - PROPERTY DAMAGE $ (Per accident) =fAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ ~ES5lUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR 0 CLAIMS MADE AGGREGATE $ $ ==J DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND 6807251 L042 12/31/08 12/31/09 I T~~i;rI~W;, I X IOJ~- EMPLOYERS' LIABILITY (WA Stop Gap) $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under $1,000,000 SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT B OTHER Professional DPR9614169 06/27/08 06/27/09 $2,000,000 per claim Liability $2,000,000 ann I aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: Port Angeles FEMA Project. The Certificate Holder is named as an Additional Insured on the General Liability Policy, with respects to operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION City of Port Angeles Attn: Mike Szatlocky 321 E. 5th St. Port Angeles, WA 98362 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -45.... DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 #S3834042/M3256579 MXT JU @ ACORD CORPORATION 1988 .. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #S3834042fM3256579 o. 9-<11..}. Exhibit A to Agreement 08-03B with City of Port Angeles TASK ORDER No. 2 Name of Project: FEMA Sites The CITY authorizes the consultant to perform, and the CONSULTANT agrees to perform engineering services, as described below, pursuant to the Master Agreement entered into with Perteet. Inc. and executed on I ~ ~ ~ 4 ~1'2..dO~. . All provisions in the Master Agreement remain in effect except as expressly modified by this work authorization, and are incorporated herein by reference. If the CONSULTANT provides on-call assistance to the CITY during contract administration, it is understood that by providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job safety, or any construction contractor's failure to perform its work in accordance with the contract documents. SCOPE OF TASK AUTHORIZATION *TO BE FILLED OUT BY PROJECT MANAGER (use extra pages as necessary) * 1. DESCRIPTION OF WORK: The CONSULTANT will prepare a project scope for two additional FEMA Project sites bringing the number of FEMA sites to four (Task Order No.1 and Task Order No.2). The CONSULTANT will prepare planning level estimates for the additional two FEMA sites. The CONSULTANT, utilizing the map prepared by the City, will identify length of each subarea as appropriate within each of the two FEMA Project sites. Assumptions: . An initial field reconnaissance of the remaining two FEMA Project sites will be required to assess the impacted areas and develop preliminary repair options. . Meet on site with the City and FEMA to discuss potential solutions, verify limits of each subarea site and confirm FEMA participation within each FEMA Project sites. . Develop planning level cost estimates and document in a memo the preliminary repair option for each of the two additional FEMA PROJECT sites. . Task Order Nos. 1 and 2 are planned to be completed concurrently. Deliverables: . Memo and planning level estimate for each of the two additional FEMA PROJECT site. *2. ESTIMATE OF COST: $16,995 for Task Order # 2 The maximum amount payable under this work authorization inclusive of all fees and other costs is $ 41,995 for Task Order No.1 and Task Order No.2. *3. SCHEDULE FOR COMPLETION OF AUTHORIZED WORK: June 30, 2009. *4. ADDITIONAL ITEMS TO BE FURNISHED BY THE CONSULTANT: All work under this work authorization shall be performed pursuant to the terms, conditions, specifications, and limitations contained in the Master Agreement. ~eCL b<LcA' ~A-L~_ GA.rN BRAW/J MAyOR ~ Approving Authority lo-JS-Dq Date of Authorization Task 2 to Agreement 08-038 20090S19.doc