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HomeMy WebLinkAbout5.342 Original ContractAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND E. P. HAMILTON AND ASSOCIATES RELATING TO: Port Angeles Multi -Modal Transportation Center Action Plan THIS AGREEMENT is made and entered into this j4 day of 0 1994, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of ashington, (hereinafter called the "CITY and E. P. HAMILTON and ASSOCIATES (hereinafter called the "CONSULTANT WHEREAS, the CITY desires to develop an action plan to implement a multi -model transportation center, 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 highest 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: I 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 warrants that all services performed under this Agreement shall be in accordance with the highest standards of the profession and in compliance with all 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. 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 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 A. 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 B and C, respectively. 1. Labor costs shall be based on the hourly rates shown in Exhibit B. Hourly rates shall be based upon an individual's hourly wage, times the total number of hours worked, times a multiplier of 3.51. The multiplier shall include overhead and profit. 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 X 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 $24,000.00. 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 of 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 D. 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. 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 percentage of 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 III 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 shall defend, indemnify and hold the CITY, it officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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 officers, 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. 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 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 limit per occurrence. 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 receive a certified copy of all required insurance policies. 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 and Schedule for the Work Exhibit B Consultant Labor Costs Exhibit C Non -salary Reimbursable Costs Exhibit D 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. CITY OF PORT ANGELES E. P. HAMILTON and ASSOCIATES BY c.A.V-G+ mt9R U APPROVED AS TO FORM: CRAIG KN[\SON, CITY ATTORNEY ATTEST: BECKY U Hami'.toii. CON Y CLE BY �s TITLE: Pa- 1 17 PW- 410.01 [2/94] Contractor: City of Port Angeles Contract No. 1 -94- 759 -008 Project Summary: The city will develop an action plan to implement a multi -model transportation center. ACTIVITY /TASKS Hold ongoing meetings with the public and stakeholders to get input and feedback for decision making, and to determine community consensus. Determine transportation center usage parameters. Site evaluation and land use study. Assess present traffic flow and recommend modifications. Evaluate and propose strategies for parking. Evaluate needs and propose strategies for interface of ferries and buses. Develop capital cost estimate for center construction and other improvements. ATTACHMENT A: WORK PROGRAM TIMELINE 03/94 12/94 CONTRACT NO. 1- 94- 759 -008 RESPONSIBLE PERSON City, Port Angeles Downtown Association (PADA), Port, Consultant 04/94 11/94 Consultant, Port, Clallam Transit (CT), PADA 04/94 09/94 Consultant, PADA, City 04/94 11/94 Consultant, City 07/94 11/94 Consultant, City, PADA 07/94 11/94 Consultant, Port, CT 09/94 12/94 Consultant Final Product(s) Final Report and Project Evaluation, including implementation plan. PRODUCT(S) Site Evaluation and Land Use Study Traffic Flow and Parking Study E.P. Hamilton 111 $25.64 D.R. Black $25.64 R.S. Farnsworth $18.51 Engineering Staff $13.40 Technician /CADD operator $12.40 Secretarial /clerical 7.12 Exhibit B Baseline Labor Charges 4/1/94 Exhibit C Non -Salary Reimbursable Costs 4/1/94 Travel actual cost Mileage per mile Company /personal vehicle 0.35 Subsistence actual cost Telephone actual cost CADD Computer per hour $25.00 Prints and large size copies (outside vendor) actual cost plus 50% In -house copying per page 0.10 Color copies (outside vendor) actual cost plus 50% Original photographs actual cost of film processing plus $0.75 per print Photo reprints (4x6 color) 1.00 per print Color enlargements actual cost plus 50% Reproduction and printing actual cost plus 25% Supplies actual cost Outside fees actual cost plus 50% Other costs rates agreed upon in advance 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 order of the Secretary of labor, including 41CFR, Ch. 60.) During the performance of this contract, the Contractor agrees as follows: a. The 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 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 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 pay or other forms of compensation; and selection for training, including apprenticeship. The 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. b. The Contract will in all solicitations or advertisements for employees placed by or on behalf of the 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 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 occurring 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 Contractor intends to fill from within its own organization or under a customary and traditional employer -union hiring agreement. c. The Contract 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 Contractor's comimtments under this Equal Opportunity /Affirmative Action clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The 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. e. The 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. f. The Contractor will not, on grounds of race, color, religion, sex, physical or mental handicap, or national origin: 1. Deny an individual any services or other benefits provided under this agreement; 2. Provide any service(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; 1 g. 3. Subject an individual to segregation or separate treatment in any manner related to the receipt of any service(s) or 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 other under this Agreement. The 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 criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, color, sex, religion, national origin, creek, or the presence of any sensory, mental or physical handicap. In the event of Contractor noncompliance with the nondiscrimination 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 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. f. The 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. PW -410.01 [E] [2/94] 2