HomeMy WebLinkAbout5142Contract Number:
5142
Vendor
Sub�ect
Department•
File Class
Begin Date•
End Date.
Review Date.
Vault Date.
JG MCDONALD & ASSOCIATES
PSA--Review Insurance Policies
Legal
LEG 12-1
4/18/2012
7/31/2012
2014
Comments. lst Amendment 6/22/12
PROFESSIONAL SERVICES AGREEMENT
The City of Bremerton ("City") and JG McDonald & Associates ("ConsultanY'), referred
to collectively as the "Parties," enter into the following Agreement for professional services
I. Scope: The Consultant agrees to perform the following services
Review current Crty of Bremerton msurance policies for all lmes of coverage, compare them to
similar mumcipalrties and the mdustry, and provide a written report on the appropnateness of the
Crty's msurance policies in relation to the nsks of the City
The Scope of Work may be modified only pursuant to Section VI(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 furnished under this Agreement will be performed in accordance with generally
accepted professional prachces m effect at the time such services are performed
II. Term: The City and the Consultant agree that work will begm on the tasks described m
Section I immediately upon execution of this Agreement The parties agree that the work
described m Section I is to be completed on or before June 30, 2012, provided however, that
additional time shall be granted by the City for excusable delays or extra work as provided for m
Section VIII(A) of this agreement
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $4,000 Consultant's Current rate is
$100 00 per hour
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
withm the categories set out in the Scope of Work Upon receipt of a conformmg billing
statement, the City shall promptly process payment
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 additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance wrth this
section
If a billing statement does not conform to this Agreement, the City may wrthhold
payment until the statement is brought mto compliance Such wrthholdmg does not relieve
Consultant of rts obligations under this Agreement
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
m the Scope of Work and is performmg mdependent functions and responsibilrties withm rts
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field of expertise Consultant and rts personnel are mdependent Consultants and not employees
of the Crty Consultant and its personnel have no authorrty to bmd the City or to control the
Crty's employees and other Consultants None of the benefits provided by the City to its
employees, mcluding, but not lunited to, compensation, insurance, and unemployment msurance
are available frorri the Crty 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 durmg the performance of
this Agreement The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work
As an mdependent Consultant, Consultant is responsible for its own management The
City'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 this Agreement These taxes and fees
include but are not limited to State mdustrial insurance, Busmess & Occupation, State
professional licensmg, and Crty business licensing If any taxes or fees due the Crty have been
declared delinquent, the Crty may wrthhold the delmquent amount, plus any additional charges
arising from the delmquency, from any payments due Consultant
V. Indemnification: Consultant shall defend, indemmfy and hold the Crty, rts officers,
officials, employees, agents and volunteers harmless from any and all claims, m�uries, damages,
losses or suits, mcluding all legal costs and attorney fees, arising out of or m connection wrth the
performance of this Agreement, except for that portion of the m�uries and damages caused by the
Crty'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 mdemmfication
Should a court of competent �urisdiction determme that this Agreement is sub�ect to
RCW 4 24 115, then, m the event of liability for damages ansmg 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
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 tlus section shall survive the expiration or termmation of this Agreement
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VI. General Conditions:
A Reports and Information When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement The reports and
documents shall be furmshed m the time and form requested Consultant shall maintain
accountmg records in accordance wrth Generally Accepted Accountmg Prmciples (GAAP) to
substanriate all billed amounts
B Ownership and Use of Records and Documents Origmal documents, drawings,
designs and reports, mcluding those m electromc format, developed under this Agreement are the
property of the Crty All written mformation submitted by the Crty to the Consultant m
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
information relating to rts own business If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
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 in Tacoma, Washmgton Consultant shall make such data, documents, and
files available to the City upon rts request at all reasonable times for the purpose of edrtmg,
modifying and updating as necessary until such time as the City is capable of stormg such
mformation in the City's offices Duplicate copies of this mformahon shall be provided to the
Crty upon its request, and at reasonable cost
All documents, mcluding all reports, drawings, specifications, computer software or other
rtems prepared or furnished 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 Crty for other than
the specific purpose intended will be at City's sole risk
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 m the
performance of the work hereunder and shall utilize all protection necessary for that purpose
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
of or damage to materials, 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 this
Agreement at its offices in Tacoma, Washmgton
E Entire A�reement This Agreement and rts Exhibrts 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 in the text of this Agreement
F Severabilrtv Should any part of this Agreement be found void, the balance of the
Agreement shall remam in full force and effect
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G Modification This Agreement may only be modified by written mstrument signed by
both Parties
H Written Notices All commumcations regarding 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 in wrrtmg
City Address
Crty of Bremerton
Attn Thelma Swem, RM Specialist
345 6`" Street, Suite 600
Bremerton, WA 98337
Consultant Address
JG McDonald & Associates
Attn Jim McDonald
PMB 17, 2522 N Proctor Street
Tacoma, WA 98406
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 arising out of this Agreement shall not be
deemed waiver of any other right 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 herem 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 in full force and effect
K Co�liance wnth Laws Consultant shall comply with all applicable Federal, State,
and local laws in performing rts obligations under this Agreement
L Choice of Law and Venue Tlus Agreement shall be interpreted according to the laws
of the State of Washington Any �udicial action to resolve disputes arismg out of this Agreement
shall be brought m Krtsap County Supenor Court
M Attornevs' Fees In the event of litigation to enforce any of the terms or provisions
herem, each party shall pay all its own costs and attorney's fees
N Assignment Any assignment of this agreement by the Contractor wrthout the written
consent of the City shall be void
VIII. Nondiscrimination: Consultant shall not discrimmate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or
sexual onentation except for employment actions based on bona fide occupational qualification
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, termmated by written instrument upon mutual consent, or by the City of Bremerton
for convemence This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performmg Party does not commence correction of the failure of performance wrthin thirty (30)
days of the terminatmg Party's sendmg notice to the non-performmg Party Any Notice by
Page 4 of 5
Consultant shall include a report showing 1.he status of all items listed ui the Scope of Work
current through the termination da.te
A Excusable Delavs• 1'he right of Consultant to proceed shall not be ternunated nor shall
Consultant be charged with hquidated da.mages for any delays in the completion of the work due
to• 1) any acts of the federal government m controlling, restricting, or requisitiorung materials,
eqiupment, tools, or labor by reason of war, national defense, or other national emergency, 2)
any acts of the Crty, its consultants, or other public agencies causmg such delay, and 3) causes
not reasonably foreseeable by the parties at the time of the execuhon of the Agreement that are
beyond the control and vv�thout the fault or neghgence 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 withm ten (10) calendaz days in
wntuig of the cause of the delay If, on the basis of the facts and the terms of tlus Agreement,
the delay is properly excusable, the Crty sha11, in wnting, extend the time for completuig the
work for a penod of tune commensurate vv�th the penod of excusable delay
B Ri ts Upon Termination. In the event of terminahon, the Crty shall pay for a11
services performed by the Consultant to the effective date of termination, as descnbed on a fmal
invoice submitted to the City. After ternunation, the Crty may take possession of all records and
data. within the Consultant's possession pertaming to this pro�ect wluch may be used by the Crty
vv�thout restnction Any such use not related to the project which Consultant was contracted to
perform shall be without hab�lity or legal exposure to the Consultant.
CITY OF BREMERTON
R ger A Lubovich
City Attorney
Date: �/1,�L � �� p/ Z
3G McDONALD & ASSOCIATES
� ��
J es G. McDonald, ARM
President
Date � � �� /'2,
Ap roved as to form•
emerton i Attorn�
�-
R\Legal�LegallConuacu�RISKUG McDonald - Insurance Review doc
e t• ,
Ci Clerk
Page 5 of S
FIR�ST A.14�ENDA�IEI�i'i' T4 F�QFESSIt�i�iAL S�R'V'IC�S AG�EEM�.i�'r
BETWEE1rT CITY l7�' B�J1I�RTON AND 3.G.1V�CDONALD � A3SU�`xATES
'�F�S �IR�T AM�NDMEI�'T, en�red Tnta as of �ch�e o�p,,� day �f �une, �012
sp�cifi�ally am�ds �he Pro�ss�onal Serv�ces �#�+eemen# �Agree�eIIt) entered mta
b�iween the City of Bremerton and J Cr. M�1]onald 8� Associates �n .April I$, 20I2
AlZ g�o�isians �n the Agxeem$rYt s�ll remai�, in fu12 foroe a�.d eff�t ex�eFt as
expressly modified tay shis dacu�nent
Fo�' valuab�e consideration and by mutual cnnsent of the pa�ties, tl�e n�odFf cat�vns
to th�e Agxeement are as fnliaws
L
��ctian II �'cr�n is rnoc�ificd as !'oilows t� extend the tExm a� the Agr�em�ut it�xaug� 3ujy
31, 2012
II.
Consultant �cceg�s all r�equi�rements of tbis �e�a.d�neat by endoirsing below
This document wxll hecome a supg��ement af the Agreemept and a�l �ro�iaions �wili
SFF h��o. It xs understood tb�at tbis Amendment sha11 be effeciii►e when
approved by t�e City af�3re�ertun.
T,1�I R�ITI�SS V�I�E�tEOF, ti�e garties have exc�eated this Aa�c�n�iment on the day
sud �►ear first writ#e� a�vWe.
J.G. CAUI�FALD �t ASSOC��ES
By J�es M on�ld
Its President
DATE� � ' �
$R�11�,ERTUII�
By Ro er A. �.ubovi�h
I#s C�r �#ton,t� _v_ _ _ _
I?�LTE: °
APPR€�YEU AS TO FO�:
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' B merton Cxty Attnrney __��
A'�"TES�':
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City Clerlc
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