Loading...
HomeMy WebLinkAbout000242 Original ContractTHIS AGREEMENT, made and entered into by and between the City of Port Angeles, a non charter code city of the State of Washington, located at 321 East Fifth Street, Port Angeles, WA 98362 hereinafter "City and Dr. G. Bradford Shea d/b /a/ Westech Company, located at 403 East 8 Street, Port Angeles, hereinafter "Contractor jointly hereinafter referred to as the "Parties." 1. Purpose and Scope of Work. 2. Duration of Contract. Page 1 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF PORT ANGELES AND DR. G. BRADFORD SHEA DBA WESTECH COMPANY City of Port Angeles Record #000242 The City requires the services of a qualified professional to perform the duties of SEPA and SMA administrator for the City's permit applications in connection with the Waterfront Development Plan portion of the Waterfront and Transportation Improvement Plan (WTIP). The City desires to engage the professional services and assistance of a qualified person or firm to perform the scope of work as described in Exhibit A. The Contractor shall complete and perform all work and complete all other performances necessary to accomplish the intent of this Agreement. The Contractor represents that it is in full compliance with the statutes of the State of Washington for professional registration and/or other applicable requirements, and the Contractor represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and the Contractor represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work. The term of this contract shall begin upon signature by both parties hereto and shall, unless terminated as provided elsewhere in the Agreement, terminate upon completion of the permitting and review process described herein. 3. Services Provided by Contractor. The Contractor shall: Provide the services outlined in the attached Exhibit "A Scope of Work. 4. 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: Dr. G. Bradford Shea, Principal WESTECH Company P. O. Box 2876 403 East 8 Street Port Angeles, WA 98362 Phone: (360) 565 -1333 City: William E. Bloor City ,Attorney, or his designee City of Port Angeles P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4530 5. Compensation. Contractor shall be entitled to compensation based on hours actually devoted to performance of this Agreement in accordance with Exhibit B. Contractor will send an itemized monthly statement to the City, and City shall pay the invoice within 30 days of receipt. 6. Modifications and Amendment of Contract. 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. 7. 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. Page 2 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. 8. Termination. A. Termination for Default: The City may terminate this contract after breach of any provision herein by the Contractor upon ten (10) 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 ten (10) days to the sole satisfaction of the City, the termination notice shall be of no force and effect. The Contractor may terminate this contract for breach of any provision herein by the City upon ten (10) 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. Assignment, Delectation. and Subcontractine. 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. Page 3 10. 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. 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. 11. Compliance with Laws. The Contractor shall comply with all applicable federal, state, and local laws, rules and regulations, in performing this contract. 12. 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. 13. 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. Page 4 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. A. 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 $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. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. B. 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 shall provide the City and all additional Insured's with written notice of any policy cancellation within two days of their receipt of such cancellation. C. 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. Page 5 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 Contractors 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. 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. 17. Time is of the Essence. It is imperative that the permitting process proceed without delay and in accordance with all time limits. Time is of the essence in the performance of this contract. 18. 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. 19. Other Employment. This contract is not an exclusive services agreement. Contractor may take on other professional assignments while completing those services set forth herein. 20. 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. Page 6 21. 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. 22. 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: Dr. G. Bradford Shea, Principal For WESTECH COMPANY By: Date: z1 i Page 7 Kent Myers, it Manager Date: phi r A�t ss rd, Cit Clerk Apprpved as to Form: William E. Bloor, City Attorney G \LEGAL \a AGREEMENTS &CONTRACTS\2011 Agrmts &contracts\PSC Shea WESTECH 11 10 11 doc EXHIBIT A SCOPE OF WORK Code Review. Proiect Research. and Pre Application Meetina 1. Research of City of Port Angeles SEPA, SMP, flood plain, land use and development process and controls. 2. Meet with proponents including a site visit to discuss the project history and proposed elements of each phase of the project. Confirm what City permits are required. Consolidated Review Process 3. Review all application materials, the SEPA Checklist, plans and supporting documents. 4. Determine whether all the application materials, SEPA Checklist, plans, and all required supporting documents are accurate and complete. Coordinate with City departments for their review comments. Assure that the SSDP application will include information needed for the City's floodplain permit. Coordinate with the applicant as needed for required modifications or additional information. When satisfied with the application materials and supporting documents, issue a Determination of Completeness. 5. Direct City staff to prepare Notice of Development Application and: a) Electronically transmit copies of the SEPA Environmental Checklist and Biological Assessment (BA), DARPA and Notice of SMP Development Application to the Department of Ecology and agencies with jurisdiction. b) Send the Notice of Development Application to the Peninsula Daily News for required publication. c) Post the Notice of Development Application on site, on the City's website, on the City's bulletin Board at City Hall, and mail to parties of record per Section 17.96.140 PAMC. Provide required affidavits of posting and mailing as required. 6. Compile and evaluate public comments received. Coordinate with the applicant to respond to comments as needed. 7. Prepare draft SEPA Threshold Determination and email to attorney for comment. 8. Prepare and issue final SEPA Threshold Determination. Direct City staff to provide appropriate notice of action to agencies with jurisdiction and Parties of Record. 9. The scope provides for contingency hours depending on the level of completeness and extent of SEPA comments. This includes one additional meeting with consultant or staff. Shoreline Substantial Development Permit (SSDP) 10. Compile and evaluate public comments received during the written comment period. Prepare draft SSDP staff report with recommendation to the Shoreline Advisory Committee. 11. Meet with City staff to review the draft SSDP staff report prior to transmittal to the Shoreline Advisory Committee. Finalize SSDP staff report based on comments. 12. Present the SSDP staff report in a public hearing before the Shoreline Advisory Committee. 13. Direct City staff to file notice of action with the Department of Ecology and place appropriate Notice of Decision in the Peninsula Daily News 14. The scope provides for contingency hours depending on the level of completeness and extent of SSDP comments. This includes one additional meeting with consultant or staff. Reimbursable Expenses 15. Reimbursable expenses such as mileage and reprographics may be considered. EXHIBIT "B" Environmental Permitting for PORT ANGELES ESPLANADE; PROJECT ESTIMATE Westech Company 1.Research Codes Job Setup Professional $100) 4 $400 Scientist @55) 12 660 Technician (©45) 2 90 Admin istrator( @65) 2 130 2. Conference. Cali w/ Applicant Prof 4 Sci 4 400 220 3, Review Plans Documents. Prof 4 400 Sci 10 550 Tech 2 90 4. Site Visit,Pre -app mtg, feedback on SEPA Shoreline Prof 4 400 Sci 4 220 Tech 2 90 7. Review SEPA Checklist etc, Coordinate with City Depts. Coord with Appl. Prof 4 400 Sci 10 550 Tech 2 90 8. Prepare Notice of SEPA Consult, Instr for staff. a. Provide copies of Checklist Notice for agencies Prof 2 200 Sci 4 220 Tech 2 90 b. Publication of Notice Prof 2 200 Sci 4 220 Tech 2 90 c. Posting of Notice Prof 1 100 Sci 2 110 Tech 2 90 d. Website post Prof 0 0 Sci 2 110 Tech 0 0 Page Two Esplanade Project Estimate 9. Evaluate public comments. Coordinate with applicant for response Prof 4 400 Sci 10 550 Tech 2 90 10. Prepare draft SEPA Threshold Determ. work w/ attorney Prof 2 Sci 6 Prof Sci Tech 1 4 2 200 330 11. Prepare and issue final SEPA Threshold Determination. Work w/ City staff a. Provide Thresh. Determination for agencies. 100 220 90 b. Provide Threshold Determination to be mailed to neighbors etc. Prof 1 100 Sci 4 220 Tech 2 90 c. Publish Threshold Determ. Prof. 1 100 Sci 2 110 Tech 2 90 d. Post SEPA Determination Prof 1 100 Sci 2 110 Tech 2 90 e, Post on Website (City staff) Prof 1 100 Sci 2 220 Tech 2 90 12. Contingency Additional Meeting. Prof 4 400 Sci 8 440 Tech 2 90 Page Three Esplanade Project Estimate 13. Review Shoreline Permit (SSDP) application.(incl. floodplain appl. Info.) Prof. 6 600 Sci 12 660 Tech 2 90 14. Issue notice of complete SSDP or request addl. Info. Prof 2 200 Sci 8 440 Tech 2 90 15. Compile and evaluate public comments. Prepare SSDP staff report with recommendation to Planning Commission. Forward PC Decision to Ecology. Prof 8 800 Sci 20 1,100 Tech 4 180 16. Attend mtg. with City Staff to review SSDP report. Finalize SSDP staff report based on comments. Prof 5 500 Sci 8 440 Tech 2 90 17. Present SSDP report at Public Hearing with Shoreline Advis. Comm SEPA Prof. 8 800 Sci 6 330 Tech 2 90 18. File notice of City recommendation to DOE and coordinate with DOE as needed for final decision. Prof 4 400 Sci 8 440 Tech 2 90 19. Contingency for SSDP and one extra meeting. Prof. 4 400 Sci 8 440 Tech 4 180 Admin. 6 390 20. Expenses Mileage, printing, color printing 800 TOTAL ESTIMATED COST 19,990