HomeMy WebLinkAbout5.972 Original Contract•
RELATING TO: TIGER Discretionary Grant Program Application
THIS AGREEMENT is made and entered into this 17 day of ,
2009, by and between THE CITY OF PORT ANGELES, a non - charter code ty of the State of
Washington, (hereinafter called the "CITY ") and EXELTECH., a Corporation authorized to do
business in the state of Washington (hereinafter called the "CONSULTANT ").
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 it 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 WORK
The CONSULTANT agrees to perform certain consulting, design, studies, and /or advisory
services for the CITY as follows:
Provide grant writing assistance services to the City of Port Angeles for preparation of a
TIGER Discretionary Grant application for submittal electronically via e-mail to the USDOT
Office of the Secretary of Transportation. The grant shall be prepared in accordance with
criteria listed in Federal Register/Vol. 74, No. 115/Wednesday, June 17, 2009 /Notices.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY. Such changes
shall be required performance of completion of each task and shall not constitute "Extra Work ".
The CONSULTANT agrees that all services performed under this Agreement shall be in
accordance with the standards of the engineering profession and in compliance with applicable
federal, state and local laws.
11 OWNERSHIP OF DOCUMENTS
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
THE CITY OF PORT ANGELES
AND
EXELTECH
Upon completion of the work, all documents, exhibits, photographic negatives, or other
presentations of the work shall 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
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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 - nom OF PERFORMANCE
The CONSULTANT may begin work upon execution of this Agreement by both parties and the
duration of the Agreement shall extend through September, 2009. The work shall be
completed in accordance with the schedule set forth in the attached Exhibit A.
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 on the basis of the CONSULTANT'S Schedule of 2009 Billing Rates as
set forth in the attached Exhibit B.
B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall
detail the work, hours, employee name, and hourly rate; shall itemize with receipts and
invoices the non -salary direct costs; shall indicate the specific task or activity in the Scope
of Work to which the costs are related; and shall indicate the cumulative total for each task.
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.
D. The CONSULTANT invoices are due and payable within 30 days of receipt. In 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.
VI MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation
and reimbursement under this Agreement, including labor, direct non -salary reimbursable
costs and outside service, shall not exceed the maximum sum of $15, 840.00
VII INDEPENDENT CONTRACTOR STATUS
The relation created by this Contract 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 of the details of the services to be provided. The
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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 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.
In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY
employee without the City's written consent.
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 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,
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. In 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 subconsultant 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 work. Such changes shall not become part of this Agreement
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unless and until mutually agreed upon and incorporated herein by written amendments to this
Agreement executed by both parties.
XI1I 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
consultant's designated representative at the address provided by the CONSULTANT.
B. In 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.
C. In the event this Agreement is terminated prior to completion of the work, documents that
are the property of the CITY pursuant to Section II 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 agrees to indemnify the CITY from any claims, damages, losses, and
costs, including, but not limited to, attorney's fees and litigation costs, to the proportionate
extent arising out of claims by third parties for property damage and bodily injury, including
death, caused by the negligence or willful misconduct of the CONSULTANT, CONSULTANT
employees, affiliated corporations, officers, and subcontractors in connection with the work
performed under this Agreement.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and
costs, including, but not limited to, attorney's fees and litigation costs, to the proportionate
extent arising out of claims by third parties for property damage and bodily injury, including
death, caused by the negligence or willful misconduct of the CITY, CITY's employees, or
agents in connection with the work performed under this Agreement.
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified
above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense
shall be shared between the CONSULTANT and the CITY in proportion to their relative
degrees of negligence or willful misconduct and the right of indemnity shall apply for such
proportion.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, 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, 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. It is further specifically and expressly understood that the indemnification provided
herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, 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 expiration or
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termination of this Agreement. However, the 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 property which may arise from or in
connection with the performance of the work hereunder by the CONSULTANT, its agents,
representatives, employees or subcontractors.
The CONSULTANT shall provide a Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no Tess than $1,000,000 combined single limit per
accident for bodily injury and property damage; and,
2. Commercial General Liability insurance written on an occurrence basis with limits no less
than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal
injury, bodily injury and property damage. Coverage shall include but not be limited to:
blanket contractual; products /completed operations; broad form property damage; explosion,
collapse and underground (XCU) if applicable; and employer's liability; and,
3. Professional Liability insurance with limits no less than $1,000,000 per claim.
Any payment of deductible or self - insured retention shall be the sole responsibility of the
CONSULTANT.
The CITY shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of
the endorsement naming the CITY as additional insured shall be attached to the
Certificate of Insurance. The CITY reserves the right to review a certified copy of all required
insurance policies with a representative of the CONSULTANT in the CONSULTANT's office.
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.
The CONSULTANT'S insurance shall be primary insurance as respects the CITY, and the
CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or
material change in coverage Consultant's insurer will provide notification of a cancellation in
coverage, and Consultant will provide notification of any material change.
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.
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XVIII 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:
Exhibit A — Engineering Services
Exhibit B — Engineering Fees
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES
RENT MYER
CITY MANA •
an+vst.r 3 ILu.r"tn,v
TITLE: 'Pei 5i 4& h+
APPROVED AS TO ORM:
if =
D rlr"ON,
ASSI TANT CITY ATTORNEY
ATTEST:
BECKY UP '4.N,
CITY CLERK
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EXHIBIT B
ENGINEERING FEES
Having evaluated the scope of work for this project, we propose that Exeltech Consulting,
Inc. will perform the engineering services, as outlined and contained in this document, for
the following
Work -Item - Senior.Project; ._Senior=Aclinin.
Mgr: $1351hrr_ $100 /hr _
Hours $ Hours $
Prelim 48 $6,480 24 $2,400
Draft
Final Draft 1 24 I $3,240 1 12 1 $1,200 I
Totals 1 72 1 $9,720 1 36 1 $3,600 1
N.1Projects1TIGER Grant\Exeltech Agreement —TIGER Grant.doc
Graphic
De s /Admin
$'7O /hr
Totals
Hour
s
24 $1,680 96 $10,560
Hours $
12 1 $840 1 48 1 $5,280
36 1 $2,520 1 144 1 $15,840
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