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HomeMy WebLinkAbout5117 Contract Number 5117 Vendor PERIPHERAL VISIONS COMM INC. Subject Lease Site & Water Utility Comm Assistance Department: Forestry File Class- LEG 12 -1 Begin Date 2/27/2012 End Date 12/31/2012 Review Date- Vault Date 2014 Comments Cc—f6SEDy . � PROFESSIONAL SERVICES AGREEMENT Lease Site and Water Utility Communications Assistance The Crty of Bremerton ("City") and Penpheral Vision Commumcations, Inc ("Consultant"), referred to collectively as the "Parties," enter mto the following Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically descnbed in the Scope of Work, dated January 30, 2012, includmg any attachments thereto , attached hereto as Exhibit A, which is mcorporated by reference herem The Scope of Work may be modified only pursuant to Section VII G of this Agreement If the Scope of Work provides for unspecified addrtional services such services shall only be performed upon the express written request of the City Consultant further represents that the services furnished under this Agreement will be performed m accordance with generally accepted professional practices in effect at the time such services are performed II. Term: This Agreement commences on the date of execution and terminates on December 31, 2012, unless terminated earlier per Section IX City and the Consultant agree that work will begm on the tasks descnbed in Exlubit A upon execution of this Agreement and completed on a mutually agreeable schedule Extensions may be negotiated, per the terms and conditions of this agreement, upon mutual agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the Crty shall pay Consultant m an amount not to exceed $7,000 00 Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit B and incorporated herem by this reference The Consultant shall submrt regular billmg statements detailmg work performed and amount charged on each task or portion thereof The descnptions shall conform to and fall wrtlun the categories set out m the Scope of Work andlor Fee Schedule Upon receipt of a conforming billmg statement, the City shall promptly process payment PROVIDED, HOWEVER, the City reserves the nght to priontize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein The Consultant's labor rates and billing fees shall be as delmeated m Exhibrt B 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 sha11 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 B If a billmg statement does not conform to tlus Agreement, the City may wrthhold payment until the statement is brought mto compliance Such wrthholding does not relieve Consultant of its obligations under this Agreement Bremerton/Penpheral Vision Commumcation, Inc Page 1 of 8 2/8/2012 IV. Relationship of Parties: Consultant represents that it is skilled m the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities withm its field of expertise Consultant and rts personnel are mdependent Consultants and not employees of the City Consultant and rts personnel have no authonty to bmd the Crty or to control the City's employees and other Consultants None of the benefits provided by the City to its employees, mcludmg, but not lunrted to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and entirely responsible for rts acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants durmg the performance of this Agreement The City may, dunng the term of this Agreement, engage other mdependent Consultants to perform the same or similaz work As an mdependent Consultant, Consultant is responsible for its own management The Crty's admimstration and enforcement of this Agreement shatl not be deemed an exercise of managenal control over Consultant or rts personnel As an mdependent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement These taxes and fees mclude but are not limited to State industnal msurance, Business & Occupation, State professional licensmg, and City busmess licensmg If any taxes or fees due the City have been declared delmquent, the City may withhold the delinquent amount, plus any addrtional charges arismg from the delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, indemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, m�unes, damages, losses or suits, mcluding all legal costs and attorney fees, ansmg out of or in connection with the performance of this Agreement, except for that portion of the in�unes and damages caused by the City's sole negligence The City'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 Junsdiction determine that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liabilrty for damages arising out of bodily in�ury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, 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 WANER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS 1NDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of tlus section shall survive the expiration or termination of this Agreement. Bremerton/Penpheral Vision Communication, Inc 2/8/2012 Page 2 of 8 VI. Insurance: The Consultant shall procure and mamtain for the duration of the Agreement, msurance against claims for in�uries to persons or damage to property which may anse from or m connection with the performance of the work hereunder by the Consultant, its agents, representahves, employees, sub-consultants or sub-Consultants Before begmmng work on the pro�ect descnbed in tlus Agreement, the Consultant shall provide a Certificate of Insurance evidencmg 1. Automobile Liabilitv insurance wrth limits no less than $1,000,000 combmed single limrt per accident for bodily m�ury and property damage, and 2. Commercial General Liabilitv insurance wntten on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal m�ury, bodily inJury 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 habilrty Any payment of deductible or self msured retention shall be the sole responsibilrty of the Consultant All required policies shall be provided on an"occurrence" basis except professional liability msurance (if required), wluch may be provided on a"claims-made" basis The City shall be named as an addrtional msured on the Commercial General Liability insurance 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 Crty as an additional insured shall be attached to the Certificate of Insurance The City reserves the nght to receive a cerhfied copy of all the required msurance policies and endorsements The City further reserves the nght to re�ect any unacceptable policies andlor endorsements. The Consultant's Commercial General Liability insurance shall contam a clause statmg that coverage shall apply separately to each msured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability The Consultant's insurance shall be primary msurance as respects the City and the Crty shall be given thirty (30) days pnor written notice by certified mail, return receipt requested, of any cancellation, suspension or matenal change in coverage The City also reserves its unqualified nght to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage VII. General Conditions: A Reports and Informahon When requested by the City, Consultant shall funush penodic reports and documents on matters covered by this Agreement The reports and Bremerton/Penpheral Vision Communication, Inc 2/8/2012 Page 3 of 8 documents shall be furnished in the time and form requested Consultant shall maintain accountmg records in accordance with Generally Accepted Accounting Pnnciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal documents, drawings, designs and reports, mcluding those in electromc format, developed under this Agreement are the property of the City All wntten mformation submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relatmg to rts own busmess If such information is publicly available or is already m Consultant's possession or known to it, or is rightfully obtamed by the Consultant from tlurd parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise All data, documents and files created by Consultant under tlus Agreement may be stored at Consultant's office in Maple Vallev, Washm on Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editmg, modifying and updatmg as necessary until such time as the City is capable of stonng such mformahon in the City's offices Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost All documents, including all reports, drawmgs, specifications, computer software or other items prepared or furnished by Consultant pursuant to this 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 intended will be at Crty's sole nsk C Work Performed at Consultant's Risk Consultant shall take all precautions necessary and shaIl be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all 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 authorized under tlus Agreement at its offices in Maple Valley, Washmgton, or at City owned offices or srtes as mutually a reeable Meehngs with the City staff as descnbed in Exlubit A, 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 E�chibrts constitutes the entire agreement between the Parties, and the Parties acknowledge that there aze no other agreements, wntten or oral, that have not been set forth m the text of this Agreement F Severabilitv Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect G Modification This Agreement may only be modified by wntten instrument signed by both Parties Bremerton/Penpheral Vision Communication, Inc 2/8/2012 Page 4 of 8 H Written Notices All commumcations regardmg 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 in this Agreement or such other address as may be hereafter specified in wntmg Crty Address Forestry Manager Bremerton Public Works & Utilrties 100 Oyster Bay Ave N Bremerton, WA 98312 Consultant Address• Bob Young Penpheral Vision Commumcations, Inc 23410 SE 242 Street Maple Valley, WA 98038 I Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision Waiver of any nght or power arising out of tlus Agreement shall not be deemed waiver of any other nght or power J Non-Waiver of Breach The failure of the City to insist upon stnct performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred m one or more instances shall not be construed to be a waiver or relinquishment 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 v�nth all applicable Federal, State, and local laws in performmg rts obligations under this Agreement L Choice of Law and Venue This Agreement shall be interpreted according to the laws of the State of Washmgton Any �udicial action to resolve disputes arising out of this Agreement shall be brought m Kitsap County Superior Court M Attornevs' Fees In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees N Assignment Any assignment of tlus agreement by the Contractor v�nthout the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discnmmate m employment or services to the public on the basis of race, color, national ongin, sex, religion, age, mantal status, disabilrty, or sexual onentation except for employrnent achons based on bona fide occupational qualification IX. Termination: This Agreement shall remam m force until complehon and acceptance of the services, termmated by written instrument upon mutual consent, or by the Crty of Bremerton for convemence This Agreement may be immediately termmated for cause by a Party if the other Party substantially fails to perform through no fault of the terminatmg Party, and the non- performing Party does not commence conection of the failure of performance within thirty (30) days of the termmating Party's sendmg notice to the non-performing Party Any Notice by Bremerton/Penpheral Vision Commumcation, Inc 2/8/2012 Page 5 of 8 Consultant shall mclude a report showing the status of all items 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 herein, and that fundmg is withdrawn, reduced or limited in any way, or the pro�ect is cancelled or substanhally reduced after the execution date of this Agreement and pnor to the completion of the work, the City may summarily termmate tlus Agreement A Excusable Dela,ys The right of Consultant to proceed shall not be termmated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to 1) any acts of the federal government m controllmg, restncting, or requisitiomng 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 hme of the execution of the Agreement that are beyond the control and v�nthout the fault or negligence of the Consultant, mcludmg, but not restncted to, acts of God, fires, floods, stnkes, or weather of unusual seventy PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty wrthin ten (10) calendar days m wrrting 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 City shall, in wrrtmg, extend the time for complehng the work for a penod of time commensurate with the penod of excusable delay B Ri h�ts Upon Termination In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as descnbed on a final invoice submitted to the City After termination, the City may take possession of all records and data wrtlun the Consultant's possession pertairung to tlus project wluch may be used by the City without restrichon Any such use not related to the pro�ect which Consultant was contracted to perform shall be wrthout liability or legal exposure to the Consultant CITY OF BREMERTON � By Katy Al n Its Director of Pubhc Works & Utilrties Date• 2-2 CONSULTANT Penpheral Vision Commurucations, Inc e o form / Br merto City Attorney R U.EGAL\Contracts�FORMS�Profess�onal Services Agreement Form (2003) doc Bremerton/Peripheral Vision Communication, Inc Page 6 of 8 � By. Bob Yo g Its. President Date �.�..a.�� �O, Z� l.2 st • rty Clerk 2/8/2012 EXHIBIT A Scope of Work Lease Site and Water Utility Communications Assistance January 30, 2012 Background The City of Bremerton has a number of existmg commercial commumcation site leases located witlun its Water Utility forest lands and withm the urban area of Bremerton that generate revenue for both Water and General fund functions Additional sites may also have the potential for development of electronic commurucation facilities The City's Water Utility also operates SCADA commurucations for rts water system via UHF radio and leased telephone lmes The City wishes to take full advantage of both existmg and potential commercial commwucahon lease sites, as well as mamtaining and improvmg its own commumcation system It is recogmzed by the City that assistance in the form of techrucal and commercial valuation expertise is needed to accomplish these goals City staff has worked previously v�nth Penpheral Vision Commumcations and is confident that this company has the knowledge and ability to assist the City m this area Deliverables: It is recogruzed by the City that occasional assistance will be required by the Consultant in, but not limited to, the follounng areas 1 Review and recommendations on mdividual lease agreements 2 Review and recommendations regardmg compensation for commercial leases 3 Review and recommendations on offers of easement purchase 4. Techrucal review of proposals 5 Review and recommendations on water system commumcahons 6 General review of the Ciry's commurucatron site lease program and recommendations for improvement The above deliverables will be requested on a will-call basis by the City Responses to Crty requests shall be in wrrting and delivered witlun a mutually agreeable time � Bremerton/Peripheral Vision Commumcation, Inc 2/8/2012 Page 7 of 8 m EXHIBIT B Fee Schedule Lease Site and Water Utility Communications Assistance January 30, 2012 Basic Compensation: For the Scope of Work descnbed in Exhibit A, Consultant shall be compensated m an amount not to exceed $7,000.00 Services approved by the City shall be paid for on a time and matenals basis accordmg to the follov�nng schedule Hourly Rate $150 00/hour Mileage Standard Rate/mile as set by the IRS Consultant shall submrt a statement descnbmg the services rendered with a breakdown for hours and rate as authonzed under this Agreement The City, upon receipt of the completed statement, shall promptly process claim for payment Out of Scope Services Any out-of-scope services approved by the Crty shall be paid for on a time and matenals basis according to the above schedule Bremerton/Penpheral Vision Commumcation, Inc Page 8 of 8 2/8/2012