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HomeMy WebLinkAbout001209 Original ContractCity of Port Angeles Record # 001209 SERVICE AGREETUIENT BETWEEN THE THE CtryOF PORTANGELES ANO PENINSULA AREA PUBLIC ACCESS Services Agreement RELATING TO: VIDEO PRODUCTION SERVICES THIS AGREEMENT is made and entered into, by and between THE CITY OF PORT ANGELES, a non-charter code city and municipal corporation of the State of Washington, (hereinafter called the "C|TY") and Peninsula Area Public Access, a Washington state nonprofit corporation (hereinafter called the "CONSULTANT). NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants, and agreements set forth below, the parlies hereto agree as follows: I SCOPE OF SERVICES General Scope. CONSULTANT will produce a series of eight videos of approximately three minutes in length on subjects assigned by the CITY. The first video will be completed by May 15, 2017 and the subsequent videos will be completed one per month for the remainder of 2017. The videos will use an easily recognized and repeated CITY logo and theme in both the introduction and ending of the video to integrate the videos as a series. The theme is'Port Angeles is working for you." Video topics may include citizen volunteers, environmental protection, public safety, civic field restoration efforts, CITY finances, and other topics as agreed by the CITY and the CONSULTANT. The CITY will assign topic at least 30 days before the video is due. The CITY may review the CONSULTANT'S videos and make comments. The CONSULTANT will then reed it the videos to incorporate the CITY's comments. 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 conkol shall be provided as an extra work herein. The Scope of Services may be amended upon wriften approval of both parties. The CITY's submittal of CONSULTANTS videos to the Peninsula Area Public Access (PAPA) Chanel for broadcast shall constitute acceptance of video. II OWNERSHIP OF DOCUMENTS Upon completion of the services, all documents, exhibits, digital photos, or other presentations of the services, 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 rightfully owed by the CITY to the CONSULTANT, become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other parg 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 DESIGNATIONOFREPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative is subject to the CITY's approval. 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 through December 31,2017. The videos shall be completed one per month starting in May 20'17. The videos shall be completed by the last day of each calendar month with the exception of the May 2017 video that shall be completed by May '15, 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. Payment shall be a flat-rate of $16,000 B. The CONSULTANT shall submit two invoices to the CITY. CONSULTANT shall submit the first invoice by September 15,2017 or after the CITY accepts the fourth video, whichever is later. The second invoice will be submitted by December 31 , 2017 or afler the CITY accepts the final video, whichever is later. C. 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. D. Final payment for the balance due to the CONSULTANT will be made after the completion of the work and acceptance by the CITY. E. Payment for "Extra Work" performed under Section Xll of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUMCOMPENSATION Unless othenrvise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement shall not exceed the maximum sum of $16,000. 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 contractor, has the authority to control and direct the performance within the scope of 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 CONSULTANTS 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. IX NONDISCRIMINATION The CONSULTANT shall conduct its business in a manner which assures fair, equal and nondiscriminatory 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, ln performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the CITY's written consent. 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 without the written 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 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. 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 CONSULTANTS 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 final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the work completed. 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. C. ln the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section ll above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIV INDEMNIFICATION/HOLD HARMLESS The CONSULTANT shall defend, indemnify and hold the CITY, its 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 RCW4 .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 offlcers, officials, employees, and volunteers, 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 immunityunder@,solelyforthepurpoSeSofthisindemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 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 CONSU LTANT, its agents, representatives, employees or subcontractors. 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 Insurance CONSULTANT 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 lnsurance Services Office (lSO) form CA 00 0l 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, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability lnsurance for liability arising from explosion, collapse or underground property damage. 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 using ISO Additional lnsured endorsement CG 20 10 10 01 and Additional lnsured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing eguivalent coverage; 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: Automobile Liability insurance with a minimum combined single limit for bodily injury and properg 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. C. Other lnsurance Provisions The CONSULTANT'S Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they 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 CONSULTANT'S insurance and shall not conhibute with it. D. Acceptability of lnsurers lnsurance is to be placed with insurers with a current 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. 1 2 F. Subcontractors The CONSULTANT shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. G. Notice of Gancellation The CONULTANT shall provide the CITY and all Additional lnsureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain lnsurance 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. XVIII QUALIFICIATIONS CONSULTANT is in full compliance with the statutes of the State of Washington for professional registration and other applicable requirements. CONSULTANT has the background, experience, and ability to perform the required work in accordance with the expectations of the City. CONSULTANT will provide qualified personnel and appropriate facilities necessary to accomplish the work. Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days notice to the CONSULTANT to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the CONSULTANT from the CITY. XVII 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. CITY OF PORT ANGELES PENINSULA AREA PUBLIC ACCESS: Dan McKeen, City Manager Title: B-{iir: l'tqn ni.s, C.La'.C Date: {g Date: E/t/t7I AP DAS Bloor,Attorney n Veneklasen, City Clerk lN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last signature affixed below.