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HomeMy WebLinkAbout4.666 Original ContractCity: Nathan A. West, Director, Department of Community Economic Development P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4751 Fax: (360) 417 -4711 Email: nwest @cityofpa.us PROFESSIONAL SERVICES CONTRACT LI (p6 to This contract is entered into on this day of February, 2011, between the City of Port Angeles, a municipal corporation of the State of Washington (hereinafter referred to as "City and Mark A. VanDevanter, d /b /a VanDevanter Associates (hereinafter referred to as "Contractor In consideration of the covenants and promises set forth herein, the parties hereto agree as follows: 1. Scone of Services. Contractor hereby agrees to perform the following technical services for the City: A. Construct a 3d model of proposed waterfront improvements including textured surfaces and ground cover at varied heights per site plans and elevation information; B. Overlay paving patterns and walking surface on existing streets per site plans; C. Model proposed 3d lighting standards and landscape site features (benches, etc.); D. Model proposed 3d structures; E. Reintegrate proposed features into previous helicopter and street level footage; F. Provide an alternate nighttime view of previous helicopter and street level footage; and G. Attend meetings and miscellaneous communication. 2. Duration of Contract. The term of this Contract shall begin on February 10, 2011 and shall, unless terminated as provided elsewhere in the Agreement, terminate on March 7, 2011. 3. Contract Representatives. Each party to the Contract shall have a Contract Representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: 4. Compensation Payment. A. Compensation. As full and complete compensation for work performed per this agreement, City shall pay Contractor $150.00/hour or $6,000.00, whichever is less. 1 Contractor: Mark A. VanDevanter, Principal VanDevanter Associates 12705 SW 248 St. Vashon, WA 98070 -7837 Phone: (206) 463 -7611 Email: vanassoc @comcast.net B. Payment. Contractor shall submit invoices to the City monthly with documentation supporting and detailing work performed on behalf of the City. The City shall review Contractor's invoices for payment within 20 days of receipt, and payment shall be made by the City to Contractor within 30 days after approval by City. 5. Relationshin of Parties. Contractor shall act as an independent contractor and not as an employee, agent, or officer of the City. The Contractor shall not be authorized to bind the City to any position, contract, or agreement. Contractor shall assume full responsibility of all federal, state, and local taxes and contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax withholding and shall not be entitled to the benefits provided by the City to its employees. 6. Assienment. The Contractor shall not assign or delegate any of the work covered by this Contract without the express written consent of the City. 7. Ownershin of Items Produced. All writings, programs, data, public records or other materials prepared by the Contractor in connection with the performance of this Agreement shall be the sole and absolute property of the City and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws. 8. Hold Harmless and Indemnification. The CONTRACTOR shall defend, indemnify and hold harmless the CITY, and its respective officers, officials, employees, deputies, and agents from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including costs and attorneys fees in the defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of CONTRACTOR's and its respective employees, agents, volunteers, and /or subcontractors, acts, errors or omissions in providing services under the terms of the Contract. Provided, however, that the CONTRACTOR's obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the CITY, its officers, officials, employees, deputies, and /or agents. Provided further, that in the event of concurrent negligence of both parties, the CONTRACTOR' s obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR, its employees, agents, volunteers, and/or subcontractors. The CONTRACTOR's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending any and all claims alleging loss from action, error or omission or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR's employees, agents, or subcontractors. 9. Insurance. The Contractor 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 Contractor, its agents, representatives, or employees. 2 No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury and advertising injury. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $350,000 per occurrence. 2. Commercial General Liability shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. CONTRACTOR shall identify the CITY as an additional insured under the policy to the CITY. 3 10. Modification. No modification or amendment of this Contract shall be valid until the same is reduced to writing and executed with the same formalities as the present Contract. 11. Headings. The section headings of this Contract have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, nor shall they be deemed to, define, limit, or extent the scope or intent of the sections to which they apply. 12. Time is of the Essence: Time is of the essence in the performance of this contract. 13. Notices. All notices called for or provided in this Contract shall be in writing and must be served on any of the parties either personally or by certified mail, return receipt requested, sent to the Parties at their respective addressed hereinabove given. Notices by certified mail shall be deemed served when deposited in the United States mail, postage prepaid. 14. Waiver. No officer, employee, agent or otherwise of the CITY has the power, right, or authority to waive any of the conditions or provisions of this Contract. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded to in this Contract or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the CITY to enforce at any time any of the provisions of this Contract or to require at any time performance of any provision of the Contract herein shall in no way be construed to be a waiver of such provision, or in any way affect the validity of this Contract or any part thereof, or the right of the CITY to hereinafter enforce each and every such provision. 15. Jurisdiction and Venue. This contract shall be construed and interpreted in accordance with the laws of the State of Washington. It is agreed that Clallam County, Washington, shall be the venue should any legal action be pursued to enforce or interpret the terms of this contract. 16. Entire Agreement. The Parties agree that this Contract is the complete expression of its terms and conditions. Any oral representations or understandings not incorporated in this Contract are specifically excluded. IN WITNESS WHEREOF, the parties hereto have executed this contract the date and year indicated below. CITY OF PORT ANGELES By /Kent M s CIty Manager Date: 3/// /Zo 1 ATTEST: J ssa Hurd, City Clerk 4 CONTRACTOR By 'Mark A. yanlievanter, Principal Date: .V/ APPROVED AS TO F William E. Bloor, City Attorney G Legal_ Backup\AGREEMENTS &CONTRACTS\2011 Agrmts &Contracts \VanDevanter 3d Computer Model PSC -02 09 11 doc (02 09 11)