Loading...
HomeMy WebLinkAbout5040Gontract Number: Vendor: Sub�ect: Department: File Class: Begin Date: End Date: Revlew Date: Vault Date: Comments : 5040 PARAMETRIX CSO Celebration - Graphic Support Public Works LEG 12-1 6/21/2011 6/21/2011 7/15/2011 PROFESSIONAL SERVICES AGREEMENT CSO Celebration — Graphic Support The Crty of Bremerton ("City",) and Parametnx ("Consultant"), referred to collectively as the "Parties," enter mto the followmg Agreement for professional services I. Scope: The Consultant agrees to perform grapluc support services for the CSO Celebration scheduled for June 29, 2011 Grapluc support shall include development of charts, graphs and other graplucs, plottmg and mountmg on foam core boards, and pnnting of handouts, fact sheets and brochures Specific deliverables will be coordinated in meetmgs wrth CiTy staff The Scope of Work may be modified only pursuant to Section VII G of tlus Agreement If the � Scope of Work provides for unspecified additional services such services shall only be performed upon the express wntten request of the Crty Consultant further represents that the services furrushed under tlus Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services aze performed II. Term: The Crty and the Consultant agree that work will begm on the Scope of Work immediately upon execution of tlus Agreement All work will be completed by June 29, 2011 III. Compensation: In consideration of the services provided pursuant to this Agreement, the Crty shall pay Consultant in an amount not to exceed $2�,000 Consultant's charges and bills shall conform to the fee schedule attached hereto as Exlubrt A and incorporated herein by tlus reference - The Consultant shall subrrut regulaz billmg statements detailmg work performed and amount charged on each task or portion thereof The descnptions shall conform to and fall witlun the categones set out in the Scope of Work andlor Fee Schedule Upon receipt of a conforming billing statement, the Crty shall promptly process payment The Consultant's labor rates and billing fees shall be as delmeated m E�chibit A Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to tlus Agreement Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance wrth Exlubit A If a billing statement does not conform to tlus Agreement, the Crty may wrthhold payment until the statement is brought into compliance Such withholding does not relieve Consultant of rts obligations under tlus Agreement IV. Relationship of Parties: Consultant represents that rt is slcilled in the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities wrtlun rts field of expertise Consultant and its personnel are mdependent Consultants and not employees of the Crty Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants �None of the benefits provided by the City to rts Bremerton/Parametnx CSO Celebrahon — Grapluc Support Page 1 of 6 employees, includmg, but not lunrted to, compensation, msurance, and unemployment msurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of tlus Agreement The City may, dunng the term of this Agreement, engage other mdependent Consultants to perform the same or similar work , As an mdependent Consultant, Consultant is responsible for its own management The Crty's admimstration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform rts obligations under tlus Agreement These taxes and fees include but are not limited to State mdustnal msurance, Business & Occupation, State professional licensmg, and Crty busmess licensmg If any taxes or fees due the City have been declared delmquent, the Crty may withhold the delmquent amount, plus any addrtional charges ansmg from the delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemrufy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, m�uries, damages, losses or surts, mcludmg all legal costs and attorney fees, ansmg out of or m connection wrth the performance of tlus Agreement, except for that portion of the m�unes and damages caused by the City's sole negligence The Crty's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of mdemrufication Should a court of competent �urisdiction determme that tlus Agreement is sub�ect to RCW 4 24 115, then, m the event of liabilrty for damages ansing out of bodily inJury to persons or damages to property caused by or resultmg from the concurrent negligence of the Consultant and the Crty, rts officers, officials, employees, agents and volunteers, the Consultant's liabilrty 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 1NSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of tlus section shall survive the expirahon or tertnination of this Agreement VI. Insurance: The Consultant shall procure and mamtam for the duration of the Agreement, msurance agamst claims for m�unes to persons or damage to property wluch may arise from or m connection wrth the performance of the work hereunder by the Consultant, rts agents, representatives, employees, sub-consultants or sub-Consultants Bremerton/Parametrix CSO Celebration — Grapluc Sup Page 2 of 6 Before beginrung work on the pro�ect descnbed in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing 1. Automobile Liability msurance with limits no less than $1,000,000 combmed single limrt per accident for bodily m�ury and property damage, and 2. Commercial General Liability insurance wntten on an occurrence basis with limrts no less than $1,000,000 combmed smgle limit per occurrence and general aggregate for personal m�ury, bodily m�ury and property damage Coverage shall mclude but not be limited to blanket contractual, products/completed operations/broad form property damage, explosion, collapse and underground (XCU) if applicable, and employer's liability, and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and _, aggregate 4. Professional Liabilitv insurance wrth limits no less `than $1,000,000 limrt per occurrence/claim Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant All required policies shall be provided on an"occurrence" basis except professional habihty insurance (if required), which may be provided on a"claims-made" basis The City shall be named as an addrtional msured on the Commercial General Liabilrty msurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, wluch names the CiTy as an addrtional msured shall be attached to the Certificate of Insurance The Crty reserves the nght to receive a certified copy of all the required msurance policies and endorsements The Crty further reserves the nght to re�ect any unacceptable policies andlor endorsements The Consultant's Commercial General Liabilrty insurance shall contam a clause statmg that coverage shall apply separately to each insured agamst whom claim is made or suit is brought, except wrth respects to the hmrts of the insurer's liabihty The Consultant's msurance shall be pnmary insurance as respects the Crty and rt shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473- 5161, or by certified mail, return receipt requested to Crty of Bremerton, attn. Risk Management, 345 6�' Street, Suite 600, Bremerton, WA 98337 wrthm two days of the cancellation, suspension or substantive change of any msurance policy set out herem, and failure to do so shall be construed to be a breach of this Agreement The City also reserves its unqualified nght to require at any hme and for any reason, proof of coverage in the form of a duplicate of the msurance policy with all endorsements as evidence of coverage VII. General Conditions: Bremerton/Parametnx CSO Celebration — Graphic Support Page 3 of 6 A Reports and Information When requested by the City, Consultant shall furrush periodic reports and documents on matters covered by tlus Agreement The reports and documents shall be furrushed m the time and form requested Consultant shall maintain accountmg records m accordance with Generally Accepted Accounting Pnnciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Original documents, drawmgs, designs and reports, mcludmg those in electroruc format, developed under tlus Agreement are the property of the Crty All written information submitted by the Crty to the Consultant m connechon with the services performed by the Consultant under tlus Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like mformahon relating to rts own busmess If such information is pubhcly available or is already m Consultant's possession or known to rt, or is nghtfully obtamed by the Consultant from tlurd parties, Consultant shall beaz no responsibility for rts disclosure, madvertent or otherwise All data, documents and files created by Consultant under tlus Agreement may be stored at Consultant's office m Bremerton, Waslungton �Consultant shall make such data, documents, and files available to the Crty upon its request at all reasonable times for tlie purpose of edrting, modifymg and updatmg as necessary until such time as the Crty is capable of stonng such mformation m the Crty's offices Duplicate copies of this mformation shall be provided to the City upon rts request, and at reasonable cost All documents, mcluding all reports, drawmgs, specifications, computer software or other items prepared or furmshed by Consultant pursuant to tlus Agreement, are instruments of service with respect to the pro�ect and are the property of the City Any reuse by the City for other than the specific purpose mtended will be at City's sole nsk C Work Performed at Consultant's Risk Consultant sha11 take all precautions necessary and shall be responsible for the safety of rts employees, agents, and sub-consultants m the performance of the work hereunder and shall utilize a11 protection necessary for that purpose All work shall be done at Consultant's own nsk, and Consultant shall be responsible for any loss of or damage to matenals, tools, or other articles used or held for use in connection with the work � D Place of Work The Consultant shall perform the work authonzed under tlus Agreement at rts offices in Bremerton, Waslungton Meetmgs wrth the Crty staff as descnbed m the Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties � E Entire Agreement This Agreement and rts Exlubrts constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth m the text of tlus Agreement F Severabihtv Should any part of tlus Agreement be found void, the balance of the Agreement shall remam in full force and effect Bremerton/Parametnx CSO Celebrahon — Graphic Support Page 4 of 6 G Modification Tlus Agreement may only be modified by written instrument signed by both Parties H Written Notices All commwucations regarding tlus Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated m tlus Agreement or such other address as may be hereafter specified in wntmg City Address 3027 Olympus Dnve Consultant Address 4660 Krtsap Way, Surte A Bremerton, WA 98312 Bremerton, WA 98312 I Waiver Failure to enforce any provision of tlus Agreement shall not be deemed a waiver of that provision Waiver of any nght or power arismg out of this Agreement shall not be deemed waiver of any other right or power J Non-Waiver of Breach The failure of the City to msist upon stnct performance of any of the covenants and agreements contamed herein, or to exercise any opt�on herein conferred in one or more instances shall not be construed to be a waiver or relmquishment of said covenants, agreements or options, and the same shall be and remam m full force and effect K Compliance wrth Laws Consultant shall comply with all applicable Federal, State, and local laws m performmg rts obligations under this Agreement L Choice of Law and Venue This Agreement shall be mterpreted according to the laws of the State of Waslungton Any �udicial action to resolve disputes ansmg out of this Agreement shall be brought m K{tsap County Supenor Court M Attorneys' Fees In the event of litigation to enforce any of the terms or provisions herem, each party shall pay all rts own costs and attorney's fees N Assi nment Any assignment of this agreement by the Contractor without the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discrumnate in employment or se'rvices to the public on the basis of race, color, national ongm, sex, religion, age, mantal status, disability, or sexual onentation except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement shall remain m force unhl completion and acceptance of the services, termmated by written mstrument upon mutual consent, or by the Crty of Bremerton for converuence. Tlus Agreement may be immediately termmated for cause by a Party if the other Party substanhally fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance wrtlun thirty (30) days of the termmatmg Party's sendmg notice to the non-performmg Party Any Notice by Bremerton/Parametnx CSO Celebration — Grapluc Support Page 5 of 6 Consultant shall mclude a report showmg the status of all rtems listed m the Scope of Work current through the termination date If the City receives reimbursement by any federal, state, or other source for work descnbed in Section I herem, and that fundmg is wrthdrawn, reduced or limrted m any way, or the pro�ect is cancelled or substantially reduced after the execution date of this Agreement and pnor to the completion of the work, the Crty may summarily terminate tlus Agreement A Excusable Dela,ys The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays m the completion of the work due to 1) any acts of the federal government m controlling, restncting, or requisrtiomng matenals, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) any acts of the City, its consultants, or other public agencies causing such delay, and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and v�nthout the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, stnkes, or weather of unusual seventy PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty witlun ten (10) calendar days in wnting of the cause of the delay If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the Crty shall, in wnting, extend the tune for completmg the work for a penod of time commensurate with the penod of excusable delay B Ri ng ts Upon Termmation In the event of termmation, the City shall pay for all services performed by the Consultant to the effective date of termmation, as descnbed on a final mvoice submitted to the CiTy After termmation, the Crty may take possession of all records and data wrthm the Consultant's possession pertauung to tlus pro�ect wluch may be used by the Crty wrthout restriction Any such use not related to the pro�ect wluch Consultant was contracted to perform shall be v�nthout liabilrty or legal exposure to the Consultant CITY OF BREMERTON By om Knuckev Its Mana m En meer Date [� Zi � i � � CONSULTANT By.��'l 1ts r�hc• Date (o �21 11 C\Users\wraymel�AppData�LocalUvi�crosoft\Windows\Temporary Intemet Fdes\Content Outlook�R03GHMSC\110621_PMX PSA for Graph�c Support doc _ Bremerton/Parametnx CSO Celebration — Grapluc Support Page 6 of 6 EXHIBIT A — FEE SCHEDIJLE � City of Bremerton CSO Celebration — Graphic Support Fees are as follows • Actual labor to be billed wrth a 3 1 multiplier � • Expenses billed at their actual expense rate • Labor capped rate at $150/hour � � , C�ry of Bremerton June 23, 2011 Fee Schedule ] CSO Celebrahon — Graphrc Support