HomeMy WebLinkAbout000283 Original Contract1
I
PROFESSIONAL SERVICES CONTRACT
between
CITY OF PORT ANGELES
and
INTEGRAL CONSULTING, INC.
City of Port Angeles
Record #000283
n�
This contract is entered into on this
day ofy, 2012, between the City of Port Angeles, a
municipal corporation of the State of Washington (hereinafter referred to as "City and Integral
Consulting, Inc. (hereinafter referred to as "Contractor
In consideration of the covenants and promises set forth herein, the parties hereto agree as follows:
1. Purnose and Scone of Services.
The City requires the services of a qualified professional to perform the duties outlined in the Scope
of Work attached as Exhibit A and desires to engage the professional services and assistance of a
qualified person or firm to perform the scope of work as described. The Contractor shall complete
and perform all work and complete all other performances necessary to accomplish the intent of this
Contract.
Contractor shall perform services consistent with skill and care ordinarily exercised by other
professional consultants under similar circumstances at the time services are performed, subject to
any limitations established by the City as to degree of care, time or expense to be incurred or other
limitations of this Contract. No other representation, warranty or guaranty, express or implied, is
included in or intended by Contractor's services, proposals, agreements, or reports.
Contractor represents that it is in full compliance with the statutes of the State of Washington for
professional registration and/or other applicable requirements, and the Contractor represents that it
has the background, experience, and ability to perform the required work in accordance with the
standards of the profession, and the Contractor represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work. Contractor shall comply, at its own expense,
with all local, state and federal laws applicable to Contractor. Contractor shall further comply with
all rules, regulations and licensing requirements pertaining to its professional status.
In performing services under this Contract, the Contractor shall perform in accordance with generally
accepted professional practices.
2. Duration of Contract.
The term of this contract shall begin upon signature by both parties hereto and shall terminate upon
completion of the work as outlined in the Scope of Work.
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Either party, upon ten (10) days' notice to the other party, may terminate this Contract in whole or in
part when either party deems it to be in their best interest. In such event, Contractor shall be
compensated and the City shall be liable only for payment of services already rendered under this
Contract prior to effective date of termination.
3. Compensation Pavment.
a. Compensation. Contractor shall be entitled to compensation based on hours actually
devoted to performance of this Agreement in accordance with Exhibit B.
b. Pavment. Contractor shall submit invoices to the City monthly or at the end of a
specified task, with documentation supporting and detailing work performed on
behalf of the City. The City shall review Contractor's invoices and pay the invoice
within 30 days of receipt. Invoices past due thirty (30) days from invoice receipt by
the City will incur a service charge at the prime rate plus 5% per annum and shall be
payable on any amounts that are due but unpaid within thirty (30) days from receipt
of invoice. Payment will be applied first to accrued service charges and then to the
principal unpaid amount. Contactor may, at its option, immediately cease work,
refuse to perform further work, or withhold delivery of reports or any other data
pending receipt of payment for services rendered.
4. lenses.
If the City objects to all or any portion of any invoice, it shall notify Contractor of the
same within ten (10) days from the date of receipt of said invoice and shall pay that
portion of the invoice not in dispute. The parties shall immediately make every effort
to settle the dispute and the disputed portion of the invoice.
Expenses incurred by the Contractor on behalf of the City in the course of performance of this
Contract by the Contractor must be approved by the City in advance. Reimbursement for travel
expenses will be limited to the terms and amounts the City pays for travel reimbursement to its
employees. Expenses shall be itemized on invoices submitted by Contractor to the City.
To the extent necessary and appropriate to the work assigned to the Contractor, City shall provide, at
its expense, access to City files and documents necessary to accomplish the work assigned to the
Contractor.
5. D
Contractor shall have the right to bring legal action against the City for any sums due or alleged to be
due for services rendered. Except for this right, Contractor and City agree that as an express
condition of the right of either party to bring legal action against the other, they shall first submit any
dispute to mediation.
In the mediation, each of the parties shall bear its own attorney's fees, costs, and other expenses,
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including the fees and expenses of the mediator appointed by it.
In the event that mediation fails, the prevailing party in any other action to enforce or interpret
provisions of this Contract shall be entitled to recover all reasonable fees, costs, and expenses,
including staff time at current billing rates, court costs, and other claim related expenses.
6. 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.
7. Assignment.
Contractor shall not assign or delegate any of the work covered by this Contract without the express
written consent of the City. The City shall not assign this Agreement or any portion thereof to any
other person or entity without the express written consent of the Contractor. Nothing contained in
this Contract shall be construed to create a right in any third party whomsoever, and nothing herein
shall inure to the benefit of any third party.
There are no third party beneficiaries of this Contract entitled to rely on any work performed or
reports prepared by Contractor hereunder for any purpose. The City shall indemnify and hold
Contractor harmless against any liability for any loss arising out of or relating to reliance by any third
party on any work performed or reports issued hereunder.
Contractor will not direct, supervise, or lay out the health and safety measures of the City,
Contractor, or any Subcontractor.
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, negligent 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
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of fault attributable to the Contractor, its employees, agents, volunteers, and /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.
A. 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 $1,000,000 per accident.
2. General Liability insurance shall be written with limits no less than $1,000,000
each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
4. Workers' Compensation coverage as required by the Industrial Insurances laws of
the State of Washington.
B. 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 shall provide the City and all additional Insured's with written
notice of any policy cancellation within two days of their receipt of such
cancellation.
C. 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,
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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.
10. Ownership of Data and Documents.
All writings, programs, data, public records or other materials prepared by the Contractor and /or its
Contractors or subcontractors, 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.
City shall have the right to the use of all data, recommendations, proposals, reports, design criteria,
and similar information provided to it by Contractor "Information" herein); provided, however, that
the information shall not be used or relied upon by any party other than the City, save and except as
may be required by the design and licensing requirements of the project for which the Information is
provided or action of the courts; further, such use shall be limited to the particular site and project for
which the Information is provided.
11. Confidentiality.
Contractor shall hold all information provided to it by the City and the results of work performed by
it confidential and shall not disclose the same to any third party except where requested by the City,
required by Governmental regulatory agencies or as otherwise required by law. From time to time,
Contractor uses client information for reference purposes, but agrees that it will not use information
contained as a result of this contract without prior written consent of the City.
12. Applicable Law.
This contract shall be governed by, and construed in accordance with, the laws of the State of
Washington.
13. Nondiscrimination.
City agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations related to nondiscrimination. City also agrees to comply
with the Americans with Disabilities Act of 1990 and all regulations and administrative rules
established under the Act.
14. EEOC.
Contractor is an equal opportunity employer and does not discriminate against otherwise qualified
applicants on the basis of race, color, creed, religion, ancestry, age, sex, sexual orientation, marital
status, national origin, disability or handicap, or veteran status.
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15. Modification.
This contract may be modified by written modification hereto.
16. 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
IN WITNESS WHEREOF, the parties hereto have executed this contract the date and year indicated
below.
Date: 3// /ZD /Z Date: //.q /ow
CITY OF PORT ANGELES CONTRACTOR
By /Gig
Kent Myers, Cdt4r Manager
ATTEST:
a Hurd, City Clerk
G \LEGAL \a AGREEMENTS &CONTRACTS \Integral PSA 02 27 12 doc
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Betsy Day, V(ce Presiderlt
Integral Consulting, Inc.
APPR 'VED AS TO FO
Villiam E. Bloor, City Attorney
Bill Bloor
City Attorney
City of Port Angeles
321 East 5th Street P.O. Box 1150
Port Angeles, WA 98362
Dear Bill:
RECEIVES
MAR i 2012
PORT IAN CI S VOA, 1)EPA4' a•.,
Subject: Scope of Work and Budget for Review of Ecology Report
Exhibit "A"
Integral Consulting Inc.
411 1st Avenue S.
Suite 550
Seattle, WA 98104
telephone. 206 230 9600
facsimile 206 230 9601
www.integral -corp com
February 29, 2012 Project No. P935
I greatly appreciate the opportunity to provide you with this scope of work and budget for
Integral to review the public review draft of the Port Angeles Harbor Sediment Investigatzon
Report prepared by the Washington Department of Ecology. The objective of our review is
to determine whether there are issues in the draft report for which the City should prepare
comments to Ecology. We will:
1. Review the results of the reported studies and risk assessments, including whether
Ecology's conclusions are appropriate
2. Review and evaluate methods used for fingerprinting and associated results
3. Identify biased or misleading language that may support erroneous conclusions, if
they exist
4. Develop an overall understanding of environmental conditions in the harbor and
Ecology's position on sediment quality and contaminant sources.
We will provide you with a technical memorandum identifying issues that the City may
wish to comment on. Because the number and nature of the issues that will be identified is
uncertain at this time, the development of specific comments for submission to Ecology is
outside of this scope of work.
Mr. Bill Bloor
February 29, 2012
Page 2
Our estimated budget to complete this set of tasks is $16,700. Technical staff who will
contribute to this review range from staff level chemists to highly regarded scientists with
expertise in toxicity testing, risk assessment and sediment transport. I'd be more than
happy to provide resumes upon request.
Thank you again for the opportunity to support the City of Port Angeles.
Sincerely,
ek<-( Dc w
Betsy Day C
Vice President and Principal
1 Cat 1
can {u Al A"
consulting Inc
Rev December 20, 2011
PROFESSIONAL STAFF CATEGORIES
Research Scientist/Intern $60-80
Associate Scientist $80 -90
Scientist /Engineer 1 $90 -105
Scientist /Engineer 2 $105 -120
Scientist /Engineer 3 $120 -130
Sr. Scientist /Engineer 1 $115 -140
Sr. Scientist /Engineer 2 $140 -157
Managing Scientist /Engineer 1 $150 -165
Managing Scientist /Engineer 2 $165 -180
Sr. Managing Scientist /Engineer $180 -200
Principal 1 /Senior Science Advisor $190 -250
Principal 2 $250 -310
STANDARD RATES -2012
(Non litigation /expert rates)
It is the objective of Integral Consulting Inc. (INTEGRAL) to provide its clients with quality professional and
technical services and a continuing source of professional advice and opinions. Our services will be
provided in accordance with applicable federal, state, and local regulations and generally accepted practices.
The Schedule of Fees is subject to adjustment with a 30 day written notice. Under normal circumstances,
charges for our services will be based on the Schedule of Fees in effect at the time the services are provided.
HOURLY CHARGES FOR INTEGRAL PERSONNEL
EXPENSES
Exhibit "B"
Integral Consulting Inc.
411 1st Avenue S.
Suite 550
Seattle, WA 98104
telephone: 206.230.9600
facsimile 206.230.9601
www.integral-corp.com
SUPPORT STAFF CATEGORIES
Administrative /Clerical $60-75
Project Assistant $75 -105
Technical Word Processing $65-80
GIS /Drafting/Graphics 1 $80 -105
GIS/Drafting /Graphics 2 $105 -130
Editor/Technical Writer 1 $85 -105
Editor/Technical Writer 2 $105 -135
GIS /CAD Computer Use $12
1. Field equipment will be charged in accordance with INTEGRAL's standard rates. A schedule of
equipment rates is available upon request. Health and safety costs for field activities are charged at a rate
of $50 per field day per individual.
2. Travel /transportation and per diem costs are billed at cost plus 10 Personal -owned vehicle mileage is
billed in accordance with IRS guidelines at cost plus 10
3. Licensing or subscription fees may apply to the acquisition or use of proprietary software.
4. Literature acquisition, production services, and other project purchases will be charged at cost plus 10
5. Other out -of- pocket direct project expenses (administrative, mailing, long- distance telephone calls,
reproduction, fax, etc.) are charged at a rate of $6.00 per labor hour. Large print and copy jobs produced
in house 500 pp. total) are billed at a rate of $0.10 /page (8.5 "x11 for black and white copies. All color
copying is billed at a rate of $1.00 /page (8.5 "x11 Material for the GIS plotter is billed at $4.00 /sq ft
(paper) and $7.00 /sq ft (mylar).
6. Permits and bonds will be charged at cost plus 10
7. Sales taxes will be charged at the applicable rates.
SUBCONTRACTORS
Subcontractor services, equipment, and materials are charged at cost plus 10