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HomeMy WebLinkAbout4.630 Original ContractAMENDMENT TO PROFESSIONAL SERVICES CONTRACT BETWEEN CITY OF PORT ANGELES AND INSTITUTE FOR CANINE FORENSICS THIS AMENDMENT is made and entered into this day of 2010, . by and between the City of Port Angeles, a non- charter code city of the State of Washington, (hereinafter called the "City ") and the Institute for Canine Forensics, having offices for the transaction of business at 1755 Woodside Rd., #95, Woodside, CA 94062 (hereinafter "Contractor "). WHEREAS, the City entered into a Professional Services Contract (the contract) with the Contractor on October 21, 2009; and WHEREAS, the City desires to amend the contract to amend the Duration of Contract; NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in the original contract and this Amendment, the parties hereto agree as follows: IT IS MUTUALLY AGREED that Section 1. The contract is amended as follows: uration of Contract. The term of this contract is extended to af "g ern- , 2010. As amended, the contract is ratified and confirmed. IN WITNESS WHEREOF: The parties have executed this Amendment. DATED this ! 1 day of Ala.-eft , 2010. INSTITUTE FOR CANINE F NSICS,r -Cant actor e: L\ Nib A NiG -0 e-D Title: t C F 4 M A Nir G� APPROVED AS TO FORM: ATTEST: Jana Hurd, City Clerk William E. Bloor, City Attorney G: ILEGALIAGREEME . &CO'ITRACTS\2010 Agrmts&Co tractslANID.Instisute far Canine Forrnaics.3.10.10 wpd CITY OF PORT ANGELES Kent Myers, C jfvv1anager l it &SO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY'OF PORT ANGELES AND INSTITUTE FOR CANINE FORENSICS THIS AGREEMENT, made and entered into by and between the City of Port Angeles, having offices for transaction of business at 321 East Fifth Street, Port Angeles, WA 98362 (hereinafter "CITY "), and Institute for Canine Forensics, having offices for the transaction of business at 1755 Woodside Rd., #95, Woodside, CA 94062 (hereinafter "CONTRACTOR "), jointly hereinafter referred to as the "Parties." WHEREAS, the City of Port Angeles is desirous of entering into a Contract with Contractor wherein it will conduct a study to provide an analysis of the Port Angeles Waterfront for areas containing archaeological human remains. This will be accomplished by using Contractor's dogs specifically trained and certified for detecting historic and prehistoric unmarked burials. The City Archaeologist will incorporate the project findings within the City's Archaeological Predictive Model. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties do mutually agree as follows: 1. Duration of Contract. The term of this Contract shall begin on the 2 s/— day of October, 2009 and shall, unless terminated as provided elsewhere in the Agreement, terminate on February 28, 2010. 2. Services Provided by Contractor. A. Project Pre - assessment Meeting. Within two weeks of a Project Pre - assessment meeting with City staff, the Contractor shall deliver a written memo summarizing appropriate methods for answering questions posed at the meeting. This will include a description of the acreage and parcels identified so that City Staff can gain access to the locations proposed for field survey. B. Forensic Canine Survey. Within one month of Pre - assessment meeting, the Contractor must complete the forensic canine survey of 10 areas of up to 10 acres each of the Port Angeles waterfront (total not to exceed 100 acres, nor be less than 75 acres). C. Final Report. Within two months after completion of field work, the Contractor must deliver a final report of findings. The report must include location information in map format so as to be applied to the City's Archaeological Predictive Model. The Contractor must include a self - assessment of the utility of the survey for identifying archaeological remains and determination of future survey for lands not selected for inventory within the study area. The 1 assessment must also provide recommendations for future use of forensic canine survey in similar settings of Washington State. D. Communication. The Contractor shall establish and maintain a pattern of regular communication with City staff and conduct fieldwork accompanied by the City Archaeologist. 3. Contract Representatives. Each party to the Contract shall have a Contract Representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: Contractor: Adela Morris, Founder and Project Co- Leader Lynne Angeloro, Member and Project Co- Leader Institute for Canine Forensics P.O. Box 620699 Woodside, CA 94062 -0699 Phone: (650) 644 -9766 FAX: (413) 208 -7437 Local address: c/o Lynne Angeloro 2261 Old Gardiner Rd., #111 Sequim, WA 98382 Local phone: (360) 797 -0070 City: Derek Beery, Archaeologist, or his designee City of Port Angeles P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4704 FAX: (360) 417 -4711 4. Compensation. A. Total compensation paid to the Contractor by the City shall be $19,276.00. B. The compensation paid to Contractor by the City includes: 1. Professional services; 2. All travel expenses; 3. Vehicle rental to accommodate 4 adults, 4 dogs and all gear; and 4. Per diem of $151 /day per team for hotel, meals and incidental expenses — based on GSA Domestic Per Diem Rates for Port Angeles (Oct 1 — Jun 30). 2 C. Contractor shall submit invoices to the City and shall be paid on the following schedule: 20% upon completion of Project Pre - assessment Meeting; 50% upon completion of Forensic Canine Survey; and 30% upon submission of Final Report. D. City shall make payment to Contractor within 30 days after receipt and approval of each invoice. Payments shall be sent to Contractor at P.O. Box 620699, Woodside, CA 94062 -0699. 5. Modifications. No modification or amendment of this Contract shall be valid until the same is reduced to writing and executed with the same formalities as the present Contract. 6. 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, 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 of fault attributable to the CONTRACTOR, its employees, agents, volunteers, and/or subcontractors. The CONTRACTOR's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending any and all claims alleging loss from action, error or omission or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR's employees, agents, or subcontractors. 7. Termination. A. Termination for Default: The CITY may terminate this Contract after breach of any provision herein by the CONTRACTOR upon thirty (30) days written notice to the CONTRACTOR. The written notice shall be sent to the address of the CONTRACTOR representative set forth above and shall specify the specific provision(s) breached. In the event the CONTRACTOR cures the provision(s) breached within thirty (30) days to the sole satisfaction of the CITY, the termination notice shall be of no force and effect. 3 The CONTRACTOR may terminate this Contractor for breach of any provision herein by the CITY upon thirty (30) days written notice to the CITY. The written notice shall be sent to the address of the CITY representative set forth above and shall specify the specific provision(s) breached. In the event the CITY cures the provision(s) breached within thirty (30) days to the sole satisfaction of the CONTRACTOR, the termination notice shall be of no force and effect. In the event of termination by either party, the CONTRACTOR agrees to immediately turn over to CITY, at its request, all records of any kind or nature which CONTRACTOR has kept in providing services under the terms of this Contract. B. Termination for Public Convenience: The City may terminate the contract in whole or in part whenever the City determines that, in its sole discretion, such termination is in the interests of the City. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the City at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the City. 8. Assignment, Delegation, and Subcontracting. The CONTRACTOR shall perform the terms of this Contract using only its bona fide employees, volunteers, or agents and the obligations and duties of CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the CITY. Any subcontractor shall be bound to all of the same terms and conditions as CONTRACTOR including, but not limited to, the duties to defend, indemnify, and hold harmless the CITY, the obligation to carry insurance with the CITY named as an additional insured. 9. Independent Contractor. The CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor, not as an agent, employee, or servant of the CITY. The CONTRACTOR specifically has the right to direct and control CONTRACTOR's own activities in providing the agreed services in accordance with the specifications set forth in this Contract. The CONTRACTOR agrees that the entire compensation for this Contract is set forth in Section 5 of this Contract and the CONTRACTOR's employees, officers, and agents are not entitled to any City benefits, including, but not limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to City employees. 4 The CONTRACTOR shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, or agent of the CONTRACTOR shall be or be deemed to be or purport to act as an employee, agent, or representative of the CITY. The CONTRACTOR shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state law or legislation which is now or may, during the term of this Contract, be enacted as to all persons employed by the CONTRACTOR and as to all duties, activities and requirements by the CONTRACTOR in performance of the work covered under this Contract and shall assume exclusive liability therefore, and meet any and all legal requirements. The CONTRACTOR agrees to immediately remove any of its employee, volunteers, or agents from assignment to perform services under this Contract upon receipt of written request to do so from the CITY's Contract Representative or designee. 10. Compliance with Laws. The CONTRACTOR shall comply with all applicable federal, state, and local laws, rules and regulations, in performing this Contract. 11. Inspection of Books and Records. The CITY may, at reasonable times, inspect the books and records of the CONTRACTOR relating to performance of this Contract. The CONTRACTOR shall keep all records required by this Contract for five (5) years after termination of this Contract for audit purposes. 12. Non - Discrimination. The CONTRACTOR agrees that it shall not discriminate against any person on the grounds of race, color, creed, religion, national origin, sex, age, marital status, political affiliation or belief in violation of any applicable federal, state, or City law or regulation. In the event that the CONTRACTOR violates this provision, the CITY may immediately terminate this Contract. 13. Choice of Law, Jurisdiction, and Attorneys Fees. This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by both Parties that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. Any action at law, suit, in equity or judicial proceeding arising out of this Contract, shall be instituted and maintained only in a court of competent jurisdiction in Clallam County, Washington. 5 If the CITY brings any action or suit relating to the enforcement of this Contract or asking for any relief against the CONTRACTOR, declaratory or otherwise, arising out of this Contract or if the CONTRACTOR brings any action or suit relating to the enforcement of this Contract or asking for any relief against the CITY, declaratory or otherwise, arising out of this Contract, then the prevailing party shall be paid reasonable attorney's fees and costs expended or incurred in connection with any such suit or action. 14. 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. No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor 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 Contractor 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 Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 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 Contractor's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. 4. Professional Liability insurance appropriate to the Contractor's profession. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 6 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial 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 per claim and $1,000,000 policy aggregate limit. C. 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's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. 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, 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. 15. Ownership of Items Produced. All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants 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. 16. Severability. If a court of competent jurisdiction holds any part, term, or provision of this Contract to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall 7 not be affected, and the Parties rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 17. Headings. The section headings of this Contract have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, nor shall they be deemed to, define, limit, or extent the scope or intent of the sections to which they apply. 18. Time is of the Essence: Time is of the essence in the performance of this contract. 19. Notices. All notices called for or provided in this Contract shall be in writing and must be served on any of the parties either personally or by certified mail, return receipt requested, sent to the Parties at their respective addressed hereinabove given. Notices by certified mail shall be deemed served when deposited in the United States mail, postage prepaid. 20. Other Employment. This Contract is not an exclusive services agreement. CONTRACTOR may take on other professional assignments while completing those services set forth herein. 21. 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. 22. Confidentiality and Survivability. Contractor and its employees shall maintain strict confidentiality throughout the process since archaeological information and other scientific data may be held as confidential. The provision of Paragraphs 6, 10, 11, 13, 15, 16, and 21 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 8 23. Entire Agreement. The Parties agree that this Contract is the complete expression of its terms and conditions. Any oral representations or understandings not incorporated in this Contract are specifically excluded. Contractor, City of Port Angeles Institute for Canine Forensics '' By: 64A1-..__ By: c� `, ent Myers, ' i Manager Date: /© -N9 -p q Date: a 7j kit Attest: /id—.., / Jana Hurd, City Clerk App oved as to Fo : / 6 /( . .9 . _ 1 William E. Bloor, City Attorney G \Legal_ Backup \AGREEMENTS &CONTRACTS12009 Agnnts&Contracts\1CF - Canine Forensics.101909.doc 9