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HomeMy WebLinkAbout5138_ Contract Number Vendor Sub�ect Department File Class Begin Date End Date: Review Date Vault Date Comments. 5138 MICHAEL MINOR & ASSSOCIATES PSA -- Bremerton Motor Sports Noise Study DCD LEG 12-1 4/16/2012 5/7/2012 2014 PROFESSIONAL SERVICES AGREEMENT Third Party Review of Bremerton Motor Sports Noise Study The Crty of Bremerton ("Crty") and Michael Mmor & Associates ("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 m the Scope of Work, dated March 20, 2012, mcluding any attachments thereto, attached hereto as Exhibrt A, wluch is incorporated 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 additional services such services shall only be performed upon the express written request of the City Consultant further represents that the services furmshed under this Agreement will be performed m accordance with generally accepted professional practices m effect at the time such services are performed II. Term: The City and the Consultant agree that work will begin on the tasks described m Exhibrt A immediately upon execution of this Agreement The parties agree that the work descnbed m Exhibit A is to be completed within three (3) weeks from the date this Agreement is fully executed and that additional time shall be granted by the City for excusable delays or extra work as provided for m section IX (A) of tlus agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant m an amount not to exceed $1,742 50 (One Thousand Seven Hundred Forty-two and 50/100 Dollars) Consultant's charges and bills shall conform to the hourly rate and expenses as noted m Exhibrt A and mcorporated herem by this reference The Consultant shall submit regular billmg statements detailmg work performed and amount charged on each task or portion thereof The descriptions shall conform to and fall withm the categones set out m the Scope of Work and/or Fee Schedule Upon receipt of a conformmg billmg statement, the Crty shall promptly process payment PROVIDED, HOWEVER, the City reserves the right to pnontize scoped work and accelerate and/or delay work tasks under the time frame set forth m Sechon II herem The Consultant's labor rates and bilhng fees shall are delmeated Exhibit 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 this Agreement Consultant shall only be compensated for addrtional services if requested pursuant to Sechon I and, if not otherwise provided, such compensation shall be m accordance wrth Exhibit A If a billmg statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance Such v�nthholdmg does not relieve Consultant of its obligahons under this Agreement Bremerton/jMichael Minor & Associate� fBremerton Motorsports Park Third Party Noise Study] Page 1 of 6 IV. Relationship of Parties: Consultant represents that it is slalled in the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilrties wrthm rts field of expertise Consultant and its personnel are independent Consultants and not employees of the City Consultant and rts personnel have no authonty to bmd the City or to control the City's employees and other Consultants None of the benefits provided by the City to rts employees, including, but not lunrted to, compensation, msurance, and unemployment msurance are available from the Crty to the employees, agents, representahves, 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, representahves and sub-Consultants dunng the performance of this Agreement The City may, durmg the term of this Agreement, engage other independent Consultants to perform the same or similar work As an mdependent Consultant, Consultant is responsible for rts own management The Crty's admmistrahon and enforcement of this Agreement shall not be deemed an exercise of managenal control over Consultant or its personnel As an mdependent Consultant, Consultant is responsible for payment of all taxes and licensmg fees necessary to perform rts obligations under this Agreement These taxes and fees include but aze not limrted 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 City may wrthhold the delmquent amount, plus any additional charges arismg 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 suits, mcludmg all legal costs and attorney fees, arismg out of or m connection with the performance of tlus Agreement, except for that portion of the in�uries and damages caused by the City's sole negligence The Criy's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of mdemmfication Should a court of competent Junsdiction determine that tlus Agreement is sub�ect to RCW 4 24 115, then, m the event of liability for damages arismg out of bodily in�ury to persons or damages to property caused by or resultmg from the concurrent negligence of the Consultant and the Crty, its 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 INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of this section shall survive the expiration or termmation of tlus Agreement. Bremerton/jMichael Mmor & Associatesl fBremerton Motorsports Park Third Partv Noise Studvl Page 2 of 6 VI. The Consultant shall procure and mamtaan for the duration of the Agreement, msurance agamst claims for in�uries to persons or damage to property wluch may arise from or in connection wrth the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Before begmnmg work on the proJect descnbed m this Agreement, the Consultant shall provide a Certificate of Insurance evidencmg 1. Automobile Liabilitv msurance with limrts no less than $1,000,000 combined smgle limit per accident for bodily mJury and property damage, and 2. Commercial General Laabilitv msurance written on an occurrence basis wrth 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 include 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. Professional Liabilitv msurance with limrts no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self insured retention shall be the sole responsibilrty of the Consultant All required policies shall be provided on an"occurrence" basis except professional liabilrty msurance (if required), which may be provided on a"claims-made" basis The Crty shall be named as an addrtional msured on the Commercial General Liability msurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the Crty, which names the City as an additional insured shall be attached to the Certificate of Insurance The Crty reserves the right to receive a certified copy of all the required msurance policies and endorsements The Crty fiuther reserves the nght to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liabilrty insurance shall contain a clause stating that coverage shall apply separately to each msured agamst whom claim is made or surt is brought, except with respects to the limits of the msurer's liabilrty The Consultant's insurance shall be primary msurance as respects the City and it shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by f� at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6�' Street, Surte 600, Bremerton, WA 98337 withm two days of the cancellation, suspension or substantive change of any msurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement The City alsc proof of coverage in evidence of coverage reserves rts unquahfied right to require at any time and for any reason, the form of a duplicate of the insurance policy with all endorsements as Bremerton/jMichael Mmor & Associates] [Bremerton Motorsports Park Third Partv Noise Study� Page 3 of 6 VII. General Conditions: A Reports and Informahon When requested by the City, Consultant shall furnish penodic reports and documents on matters covered by this Agreement The reports and documents shall be furnished in the time and form requested Consultant shall mamta.m accountmg records m accordance with Generally Accepted Accountmg Prmciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Ongmal documents, drawings, designs and reports, mcludmg those m electromc format, developed under this Agreement are the property of the City All written mformation submitted by the Crty to the Consultant in connection wrth 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 mformation relatmg to rts own busmess If such mformation is publicly available or is already m Consultant's possession or known to rt, or is nghtfully obtamed by the Consultant from tlurd parties, Consultant shall bear no responsibilrty for rts disclosure, madvertent or otherwise All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office m Portland, Oregon Consultant shall make such data, documents, and files ava.ilable to the City upon rts request at all reasonable times for the purpose of editmg, modifymg and updatmg as necessary until such time as the Crty is capable of stormg such mformation m the City's offices Duplicate copies of this information sha11 be provided to the City upon rts request, and at reasonable cost All documents, including all reports, drawings, specifications, computer software or other rtems prepared or furmshed by Consultant pursuant to tlus Agreement, are mstruments of service wrth respect to the pro�ect and are the property of the Crty 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 shall take all precautions necessary and shall be responsible for the safety of rts 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 materials, tools, or other articles used or held for use in connection wrth the work D Place of Work The Consultant shall perform the work authorized under this Agreement at rts offices m Portland, Oregon Meetmgs wrth the Crty staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties E Entire A�reement• This Agreement and its Exhibits constrtutes 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 this Agreement Bremerton/jMichael Mmor & Associates] jBremerton Motorsports Park Third Party Noise Studyj Page 4 of 6 F Severabilitv Should any part of this Agreement be found void, the balance of the Agreement shall remam in full force and effect G Modificahon This Agreement may only be modified by written mstrument signed by both Parties H Written Notices All commumcations regardmg this 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 this Agreement or such other address as may be hereafter specified m wrrtmg Crty Address �Crty of Bremerton - DCD 345 6�' Street Surte 600 �Bremerton, WA 98337 Consultant Address Michael Mmor& Associates 4923 SE 36�' Avenue J Portland, OR 97202 I Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision Waiver of any right or power arismg out of this Agreement sha11 not be deemed waiver of any other nght or power J Non-Waiver of Breach The failure of the Crty to msist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred m one or more mstances 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 performing its obligations under tlus 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 arismg out of this Agreement shall be brought m Kitsap County Superior Court M Attornevs' Fees In the event of lrtigation to enforce any of the terms or provisions herem, each party shall pay all its 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 discrimmate m employment or services to the public on the basis of race, color, national ongm, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupahonal qualification IX. Termination: Tlus Agreement shall remam m force until completion and acceptance of the services, termmated by written mstrument upon mutual consent, or by the City of Bremerton Bremerton/jMichael Mmor & Associates] jBremerton Motorsports Park Third Party Noise Study� Page 5 of 6 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 termmating Party, and the non- performmg Party does not commence correction of the failure of performance withm tlurty (30) days of the termmatmg Party's sendmg notice to the non-performmg Party Any Notice by Consultant shall mclude a report showing 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 m Section I herem, and that fundmg is withdrawn, reduced or limrted m any way, or the pro�ect is cancelled or substanhally reduced after the execuhon date of tlus Agreement and prior to the completion of the work, the City may summarily termmate this Agreement A Excusable Dela,� The right of Consultant to proceed shall not be tertmnated nor sha11 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 controllmg, restncting, or requisrtiomng materials, equipment, tools, or labor by reason of war, nahonal defense, or other national emergency, 2) any acts of the Crty, rts consultants, or other public agencies causmg 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 w�thout the fault or negligence of the Consultant, mcludmg, but not restricted to, acts of God, fires, floods, str�kes, or weather of unusual seventy PROVIDED, HOWEVER, that the Consultant must promptly nohfy the Crty witlun ten (10) calendar days m wntmg 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, m wrrtmg, extend the time for completmg the work for a period of time commensurate with the penod of excusable delay B Ri ts Upon Termmation In the event of termmation, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City After termmation, the Crty may take possession of all records and data withm the Consultant's possession pertalrung to this pro�ect which may be used by the City wrthout restnction Any such use not related to the pro�ect which Consultant was contracted to perform shall be without liabilrty or legal exposure to the Consultant CITY OF BREMERTON � Z � By P tt Lent its or Date g - /,6 — / 2. Approved as to form City Attorney R Serv�ces Agreement Form (2003) doc CONSULTANT By I��c_t�.rac. � �ts �,��s�� g n�l Date y — (c� — Zo t't_. A st City Clerk Lremerton Motorsports Park Tlurd Party Noise Study] Page 6 of 6 � EXHIBIT A : • M_ _M � Michael Minor & �soaates so�a v�, . a� ���,a�,� Pbrdarui. orcgon 97202 503.2200495 �- fax 866 847 0495 Prepazed for Prepared by Date: Sub�ect. Project Allison Damels M�chael A Mmor Mazch 20, 2012 Scope and Budget for Peer Review of Noise Study Bremerton Motorsports Pazk The following is a proposed scope and budget for a peer review the noise report for the Bremerton Motorsports Park m Bremerton, Washington. 1'he purpose of the review is to verify assumphons, measurements, methods and projections provided m the report for accwacy and verify the results, noise mitigation and overall findings. The report submitted for review is the Bremerton Motor Sports Park Sound Study, Greenbush Group, Seattle Washington, December 2, 2011. A quick review of the report identified several azeas where the report seems to be deficient and could need some addrtional work, clanfication and — or modifications. Based on tlus mitial review the following scope is proposed Noise Report Review: Item 1: Review Methods. Perform a review of the methodology used for the noise analysis This mcludes the proper use of the WAC Noise Ordinance, ambient noise measurements and methods for prediction noise levels at noise sensrtive properties. Item 2: On-Site Noise Measurements. Although the existing noise levels have no relevance to noise impacts, it is important to establish the existmg no�se environment Equipment, data, and results will be reviewed. Item 3: Impact Assessment. Review impact assessment and venfy the results Check to verify that all noise sensitive properties were analyzed, and all potenhal noise effects were properly analyzed and addressed Venfy any noise reducing effects taken as part of the noise analysis Review any proposed noise mitigation measures and final impact assessment results Item 4: Review Summary and Documentation. Provide the City of Bremerton wrth a technical memorandum summanzing the findings of the review and any recommendation for revisions to the report The budget includes a review of the revised report to assure all comments aze addressed and corrections are made. Noise Review Budget: Review assumes a maximum of 12 hours @$140.00 per hour, and miscellaneous admmistration cost of up to $62 50, for a total not to exceed budget of $1742.50