HomeMy WebLinkAbout000200 Original ContractRELATING TO: CITY SEWER OUTFALL
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
THE CITY OF PORT ANGELES
AND
BergerABAM
City Sewer Outfall Physical Evaluation
City of Port Angeles
Record #000200
THIS AGREEMENT is made and entered into this /1 day of A U eh,I5t
2011, by and between THE CITY OF PORT ANGELES, a non charter cgde city of the State of
Washington, (hereinafter called the "CITY and BergerABAM Inc, located at 33301 Ninth
Avenue South Suite 300, Federal Way, Washington 98003 authorized to do business in the
state of Washington (hereinafter called the "CONSULTANT
WHEREAS, the CITY desires professional services to support the analysis of the City sewer
outfall; and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibit A, 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 scope of professional services to be performed and the results to be achieved by the
CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and
material necessary to accomplish the work. A vicinity map and drawings are located in the
attached Exhibit B.
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 not constitute "Extra Work" as related in Section XII of this Agreement.
The CONSULTANT agrees that all services performed under this Agreement shall be in
compliance with applicable federal, state and local laws.
The Scope of Work may be amended upon written approval of both parties
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II OWNERSHIP OF DOCUMENTS
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
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 TIME OF PERFORMANCE
The CONSULTANT may begin work upon execution of this Agreement by both parties and the
duration of the Agreement shall extend through October 31, 2011.
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 lump sum cost and shall include
actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable
costs as set forth in the attached Exhibit A.
B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall
detail the work and employee name; shall indicate the specific task or activity in the Scope
of Work to which the costs are related.
C. The CITY shall review the invoices and make payment for the percentage of the project
that has been completed Tess 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.
F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as
agreed to by the parties in writing.
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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 services, shall not exceed the maximum sum of 13,660. Budgets for
task(s) may be modified upon mutual agreement between the two parties, but in any event, the
total payment to CONSULTANT shall not exceed $13,600.
VII INDEPENDENT CONTRACTOR STATUS
The relation created by this Contract is that of owner independent contractor. The Contractor
is not an employee of the City and is not entitled to the benefits provided by the City to its
employees. The Contractor, as an independent contractor, has the authority to control and
direct the performance of the details of the services to be provided. The Contractor 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 by a third party 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.
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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
unless and until mutually agreed upon and incorporated herein by written amendments to this
Agreement executed by both parties.
XII EXTRA WORK
The CITY may desire to have the CONSULTANT perform work or render services in
connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor
revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and
shall be addressed in a written supplement to this Agreement. The CITY shall not be
responsible for paying for such extra work unless and until the written supplement is executed
by both parties.
XIII 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 percentage of 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
CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including
attorney fees, arising out of or resulting from the negligent or intentional acts, errors or
omissions of the CONSULTANT in performance of this Agreement, except for injuries and
damages caused by the sole negligence of the CITY.
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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, arising out of claims by
third parties for property damage and bodily injury, including death, caused solely 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
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.
No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in
equity.
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A. Minimum Scope of Insurance
Consultant 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; and,
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
Consultant's Commercial General Liability insurance policy with respect to the work performed
for the City; and,
3. Workers' Compensation coverage as required by the Industrial Insurances Taws of the State
of Washington; and
4. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance
Consultant 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. 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 Consultant'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 Consultant's insurance and shall not contribute
with it.
2. The Consultant's shall provide the City and all additional insured's with written
notice of any policy cancellation, within two (2) business days of their receipt of
such cancellation.
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3. Any payment of deductible or self- insured retention shall be the sole
responsibility of the CONSULTANT.
4. 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.
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
Consultant 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 Consultant before commencement of the work.
Failure on the part of the Consultant to maintain the insurance as required shall constitute a
material breach of contract, upon which the City may, after giving five (5) business days notice
to the Consultant to correct the breach, immediately terminate the Contract or, at its discretion,
procure or renew such insurance and pay any and all premiums in connection there with, with
any sums so expended to be repaid to the City on demand, or at the sole discretion of the City,
offset against funds due the Consultant from the City.
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.
XVII 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 Scope of Work and Lump Sum Cost
Exhibit B Vicinity Map and Drawings
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES
Kent'Myers, City Mani
CONSUL
dit
TITLE: —61 i kk
APPROVED AS TO FORM:
fi
D e nis Dickson, Asst. City Attorney
ATTEST:
ssa Hurd, City Clerk
City Sewer Outfall Evaluation
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Exhibit A Scope of Work and Budget for Each Task
The Scope of Work shall include professional services to support the evaluation of the City
Sewer Outfall and shall encompass the following professional services:
1. A physical evaluation of the submerged portion of the City
sewer ouffall line and diffuser in Port Angeles Harbor to
document its integrity and continued function. Video shall only
consist of external portions of pipeline and diffusers.
2. A written inspection report summarizing findings and making
recommendations for repairs or upgrades. Deliverables shall
include:
D. Two (2) hard copies of inspection report
D One (1) electronic copy of inspection report and video
inspection records.
D A cost estimate shall be included in with
recommendations for repairs and upgrades.
Estimates:
Consultant's estimate to provide the above mentioned services: not -to- exceed estimated
amount listed below. This does not cover any outside expense or fees. We will not exceed
this amount without written authorization.
City Sewer Outfall $13,600
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Exhibit B Vicinity Map and Drawings
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