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HomeMy WebLinkAbout4.639 Original ContractSERVICE CONTRACT PUBLIC EDUCATION AND OUTREACH SERVICES BY FEIRO MARINE LIFE CENTER THIS AGREEMENT is made and entered into this 7-3 day of Ftr A 2010, between the City of Port Angeles, a Municipal Corporation of the State of Washington (hereinafter called the "City and Feiro Marine Life Center, a 501 (c) (3) non profit corporation (hereinafter called "Feiro The City and Feiro, in consideration of the performance of the terms and conditions hereinafter mentioned, agree as follows: ARTICLE I CONTRACT DOCUMENTS The Contract consists of the attached Exhibit A Scope of Services, Exhibit B Agreed Pricing, Exhibit C Project Schedule and this Service Contract. All obligations of the City and Feiro are fully set forth and described herein. In the event of a discrepancy between any of the Contract Documents, as above defined, the City shall make written interpretation thereof, which interpretation shall govern. ARTICLE II SERVICES Feiro agrees to provide all labor, equipment, supplies and materials to provide public education and outreach on stormwater as outlined in Exhibit A. ARTICLE III CONTRACT PRICE As complete and exclusive consideration for all services to be performed by Feiro, the City shall make payments to Feiro in accordance with Exhibit B, Proposed Pricing. Feiro agrees to provide all work and services for a total compensation not to exceed $3,933.63. No claims for additional compensation exist without written amendment to this Contract. Invoices on this amount may be submitted once per month, and will be paid on the percentage of Contract completion. ARTICLE IV TERM This Contract shall become effective upon execution by both parties, and continue to September 30, 2010, at which date the Agreement will terminate. Page 1 of 5 x •(036. ARTICLE V ASSIGNMENT Feiro shall arrange and pay for any and all transportation of school children through their appropriate school district transportation services. Except for transportation, Feiro shall not assign any of its responsibility under this Contract without the express written consent of the City. ARTICLE VI APPLICABLE LAW AND VENUE This Contract shall be governed by, and construed in accordance with, the applicable laws of the State of Washington. Any legal proceedings to determine the rights and obligations of the parties hereunder shall be brought and heard in Clallam County. ARTICLE VII INSURANCE REQUIREMENTS Feiro shall procure and maintain for the duration of the Service Contract, 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 Feiro, their agents, representatives, employees or subcontractors. Failure by Feiro to maintain the insurance as required shall constitute a material breach of contract upon which the City may, after giving five working days notice to Feiro to correct the breach, immediately terminate the Service Contract 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, off set against funds due Feiro from the City. a. Minimum Scope of Insurance Feiro shall obtain insurance of the types described below: i. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products completed operations, 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. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. 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 using ISO Additional Insured endorsement Page 2 of 5 CG 20 10 10 01 and Additional Insured Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. b. Minimum Amounts of Insurance Feiro shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, '$1,000,000 general aggregate and a $1,000,000 products completed operations aggregate limit. c. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance. i. Feiro's insurance coverage shall be primary insurance as respect to the City. Any insurance, self- insurance, or insurance pool coverage maintained by the City shall be in excess of Feiro's insurance and shall not contribute with it. ii. Feiro's insurance shall not be cancelled or reduced as to coverage by either party, except after forty -five (45) 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 Feiro 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 Commercial General Liability insurance of Feiro before commencement of the work. ARTICLE VIII INDEPENDENT CONTRACTOR STATUS The relation created by this Contract is that of owner independent contractor. Neither Feiro nor its employees are employees of the City and are not entitled to the benefits provided by the City to its employees. Feiro, as an independent contractor, has Page 3 of 5 the authority to control and direct the performance of the details of the services to be provided. Feiro shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, worker's compensation, unemployment insurance, Social Security, and income tax. ARTICLE IX NONDISCRIMINATION During the performance of this Contract, the parties shall conduct their business in a manner which assures fair, equal and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: 1. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities. 2. The parties will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons and customers without discrimination with respect to the above stated minority status. ARTICLE X TERMINATION OF CONTRACT In the event that any of the provisions of this Contract are violated by Feiro or by Feiro's subcontractors, the City may serve written notice of intention to terminate such Contract upon Feiro, which notice shall specify the reasons therefore. Unless within thirty (30) days after serving such notice upon Feiro such violation shall cease and an arrangement for the correction thereof satisfactory to the City be made, the Contract shall, upon the expiration of the said thirty (30) days, cease and terminate. In the event of any such termination, the City may purchase the materials necessary for complete performance of this Contract, and Feiro shall be liable to the City for any excess cost thereby. ARTICLE XI SEVERABILITY If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Contract are declared severable. Page 4 of 5 ARTICLE XII WAIVER Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach, no term or condition of this Contract shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. FEIRO MARINE LIFE CENTER et/ Title: /p,,1., J Dated: :1. 2 ATTEST: Page 5 of 5 CITY OF PORT ANGELES By: Director of Public Works'and Utilities Dated: Z. V)Tt-%- 10 APPROVED AS TO ORM: William Bloor, City Attorney ATTEST: .a Jan -sa Hurd, City Clerk G \Legal_ Backup \AGREEMENTS &CONTRACTS\2010 Agents &Contracts\Feiro Service Contract doc