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HomeMy WebLinkAbout4.636 Original ContractPROFESSIONAL SERVICES CONTRACT This contract is entered into on this 021 day of December, 2009, between the City of Port Angeles, a municipal corporation of the State of Washington (hereinafter referred to as "City "), and Mark A. VanDevanter, d/b /a VanDevanter Associates (hereinafter referred to as "Contractor "). In consideration of the covenants and promises set forth herein, the parties hereto agree as follows: 1. Scone of Services. Contractor hereby agrees to perform the following technical services for the City: A. Construct a video 3D computer base model of the existing context from Front Street to the Waterfront, and Peabody Street and the Valley Creek Estuary. This includes rough building masses with photographic facades applied to surfaces that will be prominent in the field of view of the animated tours (photographic pictures of relevant facades by others); B. Construct video 3D computer model of proposed improvements, including 3D props such as vehicles, pedestrians, and 3D landscaping elements (schematic design of proposed improvements by others); C. Script animation paths and match the perspective of up to 4 site photographs or conceptual renderings (by others); D. Smooth out aerial video of 3D computer model area and align with 3D model coordinates (aerial video shot by others); E. Attend meetings, draft revisions and miscellaneous coordination; F. Provide the final deliverable of a high resolution video animation file that will play in Contractor's custom media player and can be integrated into a PowerPoint 2007 presentation using Contractor's custom PowerPoint add -in. Contractor will provide the customer media player and custom PowerPoint add -in at no additional charge to the City, and will, at no charge, convert the finished file to any other file type of City's choice. 2. Duration of Contract. The term of this Contract shall begin on the 13 day of November, 2009 and shall, unless terminated as provided elsewhere in the Agreement, terminate on May 13, 2010. 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: 46,3& City: Nathan A. West, Director, Department of Community & Economic Development P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4751 Fax: (360) 417 -4711 Email: nwest @cityofpa.us 8. Termination. 2 Contractor: Mark A. VanDevanter, Principal VanDevanter Associates 12705 SW 248 St. Vashon, WA 98070 -7837 Phone: (206) 463 -7611 Email: vanassoc comcast.net 4. Compensation & Pavment. A. Compensation. As full and complete compensation for work performed per this agreement, City shall pay Contractor $150.00/hour or $10,000.00, whichever is less. B. Pavment. Contractor shall submit invoices to the City monthly with documentation supporting and detailing work performed on behalf of the City. The City shall review Contractor's invoices for payment within 20 days of receipt, and payment shall be made by the City to Contractor within 30 days after approval by City. 5. 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. 6. Assignment. The Contractor shall not assign or delegate any of the work covered by this Contract without the express written consent of the City. 7. Ownership of Items Produced. All writings, programs, data, public records or other materials prepared by the Contractor 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. 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. 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. 9. 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. 10. 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. 3 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. B. 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 $350,000 per occurrence. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. 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. 4 11. Modification. 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. 12. Severabilitv. 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 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. 13. 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. 14. Time is of the Essence: Time is of the essence in the performance of this contract. 15. 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. 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. 17. Jurisdiction and Venue. This contract shall be construed and interpreted in accordance with the laws of the State of Washington. It is agreed that Clallam County, Washington, shall be the venue should any legal action be pursued to enforce or interpret the terms of this contract. 18. 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. IN WITNESS WHEREOF, the parties hereto have executed this contract the date and year indicated below. 5 CITY OF PORT ANGELES CONTRACTOR By Kent Myers, City 'I anager Date: /A,42f e r ATTEST: a Hurd, City Clerk 6 By Mark A. VanDevanter, Principal Date: APP OVED AS TO F. ,(,11 = William E. Bloor, City Attorney G:U.egal BackuplAGREEMENTS &CONTRACTS12009 Abmms &Contracts \VanDcvanter.3d Computer Modcl.PSC- 110409.doc (11/17/2009)