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HomeMy WebLinkAbout000283 Original Contract City of Port Angeles Record #000283 PROFESSIONAL SERVICES CONTRACT between CITY OF PORT ANGELES and INTEGRAL CONSULTING, INC. This contract is entered into on this 04- day of y , 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. Purpose and Scope 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. 1 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 & Payment. a. Compensation. Contractor shall be entitled to compensation based on hours actually devoted to performance of this Agreement in accordance with Exhibit B. b. Pam. 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. 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. 4. Expenses. 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. Disputes 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, 2 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. Relationship 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 3 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, 4 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. 5 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: / Z Z Date: 1;7-q /0?0 / oZ CITY OF PORT ANGELES CONTRACTOR By I Kent Myers, Manager Betsy Day, 7 ce Preside t Integral Consulting, Inc. ATTEST: APPR (VEDAS TO FO Ja a Hurd, City Clerk illiam E. Bloor, City Attorney G\LEGAL\a AGREEMENTS&CONTRACTS\Integral PSA 02 27 12 doe 6 Z- e �y MAI0 1 2012 Integral Consulting Inc. nte rd 411 1st Avenue S. consultiog in( °ORT AN('CLcS L OA nfP,;rti;"i-,Vi Suite 550 Seattle,WA 98104 telephone-206 230 9600 facsimile 206 230 9601 www.integral-corp com February 29, 2012 Project No. P935 Bill Bloor City Attorney City of Port Angeles 321 East 5th Street-P.O. Box 1150 Port Angeles, WA 98362 Subject: Scope of Work and Budget for Review of Ecology Report Dear Bill: 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 Investigation 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. Exhibit "N' 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, Betsy Day Vice President and Principal e , 1 can�u mgo�nc r te rdl Integral Consulting Inc. 411 1st Avenue S. (00sUItinq IIIc Suite 550 Seattle,WA 98104 telephone:206.230.9600 facsimile-206.230.9601 www.integral-corp.com 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 PROFESSIONAL STAFF CATEGORIES SUPPORT STAFF CATEGORIES Research Scientist/Intern $60-80 Administrative/Clerical $60-75 Associate Scientist $80-90 Project Assistant $75-105 Scientist/Engineer 1 $90-105 Technical Word Processing $65-80 Scientist/Engineer 2 $105-120 GIS/Drafting/Graphics 1 $80-105 Scientist/Engineer 3 $120-130 GIS/Drafting/Graphics 2 $105-130 Sr.Scientist/Engineer 1 $115-140 Editor/Technical Writer 1 $85-105 Sr.Scientist/Engineer 2 $140-157 Editor/Technical Writer 2 $105-135 Managing Scientist/Engineer 1 $150-165 Managing Scientist/Engineer 2 $165-180 GIS/CAD Computer Use $12 Sr.Managing Scientist/Engineer $180-200 Principal 1/Senior Science Advisor $190-250 Principal 2 $250-310 EXPENSES 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"xll")for black and white copies. All color copying is billed at a rate of$1.00/page(85'xll"). 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%. Rev December 20,2011 Exhibit "B"