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HomeMy WebLinkAbout001195 Original ContractCity of Port Angeles Record # 001195 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND STUDIO CASCAOE, INC THIS AGREEMENT is made and entered into as of the date of the last signature affixed below by and between THE CITY OF PORT ANGELES, a non-charter code city and municipal corporation of the State of Washington, (hereinafter called the "ClTY") and Studio Cascade, lNC, a Washington Corporation (hereinafter called the "coNSULTANT). WHEREAS, the CITY desires to engage the professional planning services and assistance of a qualified consulting firm to perform the Scope of Services 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 il 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 SERVICES General Scope. 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 rnay review the CONSULTANT'S services, and if they do not meet the Professional Standard of Care the CONSULTANT shall make such changes as may be required by lhe Clry. Such changes shall not constitute "Extra Work" as related in Section Xll of this Agreement. Any changes made necessary due to causes outside the CONSULTANT'S reasonable control shall be provided as an sxtra r,tiork herein. Page 1 of 10 RELATING TO: COMPREHENSIVE PLAN UPDATE The CONSULTANT agrees that all services performed under this Agreement shall be an accordance with the standards of the engineering profession for similar services on similar projects of like size and nature and in compliance with applicable federal, state and local laws. The Scope of Services may be amended upon written approval of both parties. II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, digital photos, or other presentations of the work, with the exception of those standard details and specifications regularly used by the CONSULTANT in its normal course of business, shall upon payment of all amounts righlfully owed by the CITY to the CONSULTANT herein 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 The CONSULTANT may begin work upon execution of this agreement by both parties and written direction to proceed from the CITY. The duration of the Agreement shall extend lhrough December 31 ,2017 . 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. Payrnent 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 Exhibit A. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. lnvoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs, subconsultants, and outside services; shall indicate the specific task or activity in the Scope of Service to which the costs are related; and shall indicate the cumulative total for each task- Page 2 of l0 D. The CONSULTANT invoices are due and payable within 30 days of receipt. ln 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. F. Payment for "Extra Work" performed under Section Xll of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUMCOMPENSATION Unless othenivise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non- salary reimbursable costs, subconsultant costs and outside services, shall not exceed the maximum sum of $1 1 ,175. The budget for each task is as set forth in the attached Exhibit A. Budgets for task(s) may be modified upon mutual agreement between the two parties, but in any event, the total payment to CONSULTANT shall not exceed $1 1,175. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Agreement 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 conkactor, has the authority to control and direct the performance of 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 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. ln performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the CITY's written consent. Page 3 of 10 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. 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 oT 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 rnembers 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 reguirements 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 Agreernent without the wriften consent of the CITY. B. ln 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 sub-consultant 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 Services. 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. XII EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this Agreement, in addition to the Scope of Services 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. Page 4 of '10 XIII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days wriften 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. As a condition precedent to termination for cause the CONSULTANT shall be given the notice period to cure such cause and shall have failed to so cure. B. ln the event this Agreement is terminated prior to the completion of the work, a flnal payrnent shall be made to the CONSULTANT, which, when added to any payments previously made, shall cornpensate the CONSULTANT for the work completed. C. ln lhe event this Agreement is terminated prior to completion of the work, documents that are the property ofthe CITY pursuant to Section llabove, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIV INDEMNlFICATION/HOLD HARMLESS Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.1 15, 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. lt is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT'S waiver of immunity under lndustrial lnsurance, 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 exparation or termination of this Agreement. However, lhe 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 prope(y which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, employees or subcontractors. Page 5 of 10 CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, iniuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the CONSULTANT 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 lnsurance 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on lnsurance Services Office (lSO) form CA 00 01 or a substitute form providing equivalent liability coverage. lf necessary, the policy shall be endorsed to provide contractual liability coverage; and, 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 CONSULTANT's Commercial General Liability insurance policy with respect to the work performed for the CITY; and, 3. Workers' Compensation coverage as required by the lndustrial lnsurances laws of the State of Washington; and B. Minimum Amounts of lnsurance CONSULTANT 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. Commercial General Liability insurance shall be wriften with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. The CONSULTANT's insurance coverage shatl be primary ansurance as respect the CITY. Any insurance, self-insurance, or insurance pool coverage maintained by the CITY shall be excess of the CONSULTANT's insurance and shall not contribute with it. The CONSULTANT shall provide CITY and all Additional lnsureds with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 2 C. Other lnsurance Provisions I Page 6 of 10 CONSULTANT shall obtain insurance of the types described below: The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 2. Any payment of deductible or self-insured retention shall be the sole responsibility of the CONSULTANT. 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. D. Acceptability of lnsurers lnsurance is to be placed with ansurers with a cunent A.M. Best rating of not less than A:Vll. E. Verification of Coverage CONSULTANT 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 CONSULTANT before commencement of the work. XVI APPLIGABLE 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. Exhibit A: Scope of Services, Budget, and Hourly Rates 2 4 XVII 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: Page 7 of 10 lN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year last signature affixed below. CITY OF PORT ANGELES APPROVED AS TO FORM: T DAN McKEEN, CITY MANAGER ATTORNEY DATE: .l I t.l I t STUDIO CASCADE, INC. DATE: CITY ATTEST: OnnrVr lil(w\t+rn idnifei Vlnektasen, c liY cLE RK Page I of 10 Exhibit A Amendment l- - Scope of Work & Fee STEP 5 - COMPREHENSIVE PLAN REVISION Reviewing the City's adopted policy, strategic plan and the planning work completed to date, listening to public hearing, Planning Commission, and City Council meetings and outlining priority changes. The above-mentioned meetings will be conducted in accordance with the City's Comprehensive Plan Annual Amendment process which includes public hearings before Planning Commission and City Council. Time spent here will ensure efforts are efficient and effective, sympathetic to community needs and consistent with what the City needs out of this work. 5.1 Transportation element response and revision This work includes providing the technical research necessary to respond to WSDOT's comments, as well as the specific revisions to the transportation element to address WSDOT's concerns and to respond to City Council direction. 5.2 Economic development element revision This work includes revision to the economic development element to incorporate staffs proposed language supporting Mt. Angeles View Housing, Boys and Girls Club, Performing Arts Center, Feiro Marine Life Center and William Shore Pool projects. 5.3 Document rearrangemont This work includes work to reorder the chapters of the draft document, where the first three chapters -lntro, Community Profile and Definitions- become reference chapters in the back, allowing the Element chapters to be better highlighted, incorporating a brief description of the purpose of each tying them to the Community vision. This work will also incorporate new language into the plan that strengthens the plan's ties to the City's Strategic Plan, Capital Facilities Plan, Budget, Water Facilities Plan and Transportation Faculties Plan 5.4 lmplementation matrix This work produces a formatted implementation matrix/table of policies as prioritized by Council and provided to the consultant by the City. lt also provides an updated implementation matrix identifying specffic task items prioritized to conform to City Council policy priorities, listing responsible implementation entities and likely partners. 5.5 Budget policy reference Thiswork produces a separate policy cross-reference update, indicating how page and policy budget references in the 2016 plan will have changed in the 2017 plan. Pag6 I of 10 2 2 250 2 300 2 250 2 300 12 1500 5004 24 3000 1 150 11 r650 43 5375 BUDGET Task 5.1- Tra rtation element Grimes 150 129 5.2 - E.onomic 5.3 Document rea ment 5.4'lm ntation matrix 5.5 -reference Total SCI fee Fehr & Peers Total services fee Reimbursables (at 3%) Total budget ent element Tota I 550 1800 3600 525 7025 3825 10850 It77S Page 10 of 10 T*'