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HomeMy WebLinkAbout5347Contract Number: Vendor• Sub�ect: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 5347 PERIPHERAL VISION COMMUNICATIONS PSA - Lease Site and Water Utility Communications Assistance Forestry/City Clerk LEG 12-1 1/28/2014 12/31/2015 9/1/2015 2015 � PROFESSIONAL SERVICES AGREEMENT Lease Site and Water Utility Communications Assistance The City of Bremerton ("City") and Peripheral Vision Commumcations, Inc ("Consultant"), referred to collectively as the "Parties," enter mto the followmg Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically described m the Scope of Work, 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 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: This Agreement commences on the date of execution and terminates on December 31, 2015, unless termmated earlier per Section IX City and the Consultant agree that work will begin on the tasks described m Exhibit 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 City shall pay Consultant m an amount not to exceed $25,000 00, except as modified pursuant to Section VII G Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit B and mcorporated herem by this reference � The Consultant shall submit regular billmg statements detailing work performed and amount charged on each task or portion thereof The descriptions shall conform to and fall withm the categories set out m the Scope of Work andlor Fee Schedule Upon receipt of a conformmg billmg statement, the City shall promptly process payment PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth m Section II herem The Consultant's labor rates and billmg fees shall be as delmeated m Exhibit 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 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 m accordance with Exhibit B If a billmg statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance Such withholdmg does not relieve Consultant of its obligations under this Agreement IV. Relationship of Parties: Consultant represents that it is skilled m the matters addressed m the Scope of Work and is performmg independent functions and responsibilities withm its Bremerton/Peripheral Vision Communication, Inc Page 1 of 8 field of expertise Consultant and its personnel are mdependent Consultants and not empioyees of the City Consultant and its personnel have no authority to bmd the City or to control the City's employees and other Consultants None of the benefits provided by the City to its employees, mcluding, but not limited 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 durmg the performance of this Agreement The City may, durmg the term of this Agreement, engage other mdependent Consultants to perform the same or similar work As an mdependent Consultant, Consuttant is responsible for its own management The City's admmistration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or rts personnel As an mdependent Consultant, Consultant is responsible for payment of all taxes and licensmg fees necessary to perform its obligations under this Agreement These taxes and fees mclude but are not limited to State mdustrial msurance, Busmess & 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 delmquent amount, plus any additional charges arismg from the delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemnify 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 this Agreement, except for that portion of the in�uries 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 mdemnification Should a court of competent �urisdiction determme that this Agreement is sub�ect to RCW 4 24 115, then, m the event of Iiability for damages arismg out of bodily m�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 CONSTTTUTES 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 this Agreement Bremerton/Peripheral Vision Commumcation, Inc Page 2 of 8 VI. Insurance: The Consultant shall procure and mamtam for the duration of the Agreement, msurance agamst claims for m�uries to persons or damage to property which may arise from or m connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Before begmmng work on the pro�ect described m this Agreement, the Consultant shali provide a Certificate of Insurance evidencmg 1. Automobile Liabilitv msurance with limrts no less than $1,000,000 combmed smgle limit per accident for bodily mJury and property damage, and 2. Commercial General Liabilitv msurance written on an occurrence basis wrth limits 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 liabilrty Any payment of deductible or self msured retention shall be the sole responsibility of the Consultant All required policies shall be provided on an"occurrence" basis except professional liability msurance (if required), which may be provided on a"claims-made" basis The City shall be named as an additional 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, which names the City as an additional insured shall be attached to the Certificate of Insurance The City reserves the right to receive a certified copy of all the required msurance policies and endorsements The City further reserves the right to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liability msurance shall contam a clause stating that coverage shall apply separately to each insured agamst whom claim is made or suit is brought, except with respects to the limits of the msurer's liability The Contractor's msurance shall be primary msurance as respects the City and it shall be an affirmative obligation upon the Contractor to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6` Street, Suite 600, Bremerton, WA 98337 withm 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 right to require at any time and for any reason, proof of coverage m the form of a duplicate of the msurance policy with all endorsements as evidence of coverage Bremerton/Peripheral Vision Communication, Inc Page 3 of 8 VII. 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 furnished in the time and form requested Consultant shall maintam accountmg records in accordance with Generally Accepted Accountmg Principles (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal documents, drawings, designs and reports, mcluding those m electronic format, developed under this Agreement are the property of the City All wrrtten mformation submitted by the City to the Consultant m 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 its own busmess If such mformation 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 responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Maple Valley, Washmgton Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of edrtmg, modifying and updatmg as necessary until such time as the City is capable of stormg such mformation m the City's offices Duplicate copies of this mformation shall be provided to the City upon its request, and at reasonable cost All documents, mcludmg all reports, drawmgs, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are mstruments 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 Crty's sole risk C Work Performed at Consultant's Risk Consultant shall take all precautions necessary and shall be responsible for the safety of its 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 m Maple Valley, Washington, or at City owned offices or sites as mutually agreeable Meetmgs with the City 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 Agreement This Agreement and its Exhibits 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 in the text of this Agreement Bremerton/Peripheral Vision Commumcation, Inc Page 4 of 8 F Severabilitv Should any part of this Agreement be found void, the balance of the Agreement shall remam in full force and effect G Modification 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 lst 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 m writmg Crty Address Consultant Address City Clerk Bob Young City of Bremerton Peripheral Vision Communications, Inc 345 6�' Street, Suite 600 23410 SE 242 Street Bremerton, WA 983337-1873 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 right 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 strict performance of any of the covenants and agreements contamed herem, or to exercise any option herem conferred m 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 with Laws Consultant shall comply with all applicable Federal, State, and local laws m performmg its obligations under this Agreement L Choice of Law and Venue This Agreement shall be mterpreted accordmg to the laws of the State of Washmgton Any Judicial action to resolve disputes arismg out of this Agreement shall be brought in Kitsap County Superior 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 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 in employment or services to the public on the basis of race, color, national origm, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational quali�cation IX. Termination: This 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/Peripheral Vision Commumcation, Inc Page 5 of 8 � 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 termmatmg Party, and the non- performmg Party does not commence correction of the failure of performance withm thirty (30) days of the termmatmg Party's sendmg notice to the non-performmg Party Any Notice by Consultant shall mclude a report showmg the status of all items listed in the Scope of Work current through the termmation date. If the City receives reimbursement by any federal, state, or other source for work described m Section I herem, and that fundmg is withdrawn, reduced or limited m any way, or the pro�ect is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement A Excusable Delays The right of Consultant to proceed shall not be termmated 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 controllmg, restricting, or requisihomng materials, equipment, tools, or labor by reason of waz, national defense, or other national emergency, 2) any acts of the City, its 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 without the fault or negligence of the Consultant, mcludmg, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty withm ten (10) calendar days m writmg 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 writmg, extend the time for completmg the work for a period of time commensurate with the period of excusable delay B Ri h�pon Termination. In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termmation, as described on a final mvoice submitted to the City After termmation, the City may take possession of all records and data withm the Consultant's possession pertammg to this pro�ect which may be used by the City without restriction Any such use not related to the pro�ect which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant CITY OF BREMERTON L By Chal A Martin Its Director of Public Works & Utilities Date (���/( �/ Approved as to form � -- ' Bre erton Crty Atto PERIPHERAL VISION COMMUNICATIONS, INC 73vti' ,�v-��j� By Bob Young Its President Date /,� �/z � / `� Attest � Crty C erk R�L.egalU..egal\Conuacts�PUBL[C WORKS�Penpheral V�sion Commumcat�ons PSA doc Bremerton/Peripheral Vision Commumcation, Inc Page 6 of 8 EXHIBIT A Scope of Work Lease Site and Water Utility Communications Assistance January 17, 2014 Background The City of Bremerton has a number of existmg commercial commumcation site leases located withm 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 electromc commumcation facilities The City's Water Utility also operates SCADA commumcations for its water system via UHF radio and leased telephone lines The City wishes to take full advantage of both existmg and potential commercial communication lease sites, as well as maintammg and improvmg its own commumcation system It is recogmzed by the City that assistance m the form of technical and commercial valuation expertise is needed to accomplish these goals City staff has worked previously with Peripheral Vision Commumcations and is confident that this company has the knowledge and ability to assist the City in this area Deliverables: It is recognized by the City that occasional assistance will be required by the Consultant m, but not limited to, the following areas 1 Review and recommendations on individual lease agreements 2 Review and recommendations regardmg compensation for commercial leases 3 Review and recommendations on offers of easement purchase 4 Technical review of proposals 5 Review and recommendations on water system commumcations 6 General review of the City's commumcation site lease program and recommendations for improvement The above deliverables will be requested on a will-call basis by the City Responses to City requests shall be m writmg and delivered withm a mutually agreeable time Bremerton/Peripheral Vision Communication, Inc Page 7 of 8 t � EXHIBIT B Fee Schedule Lease Site and Water Utility Communications Assistance January 17, 2014 Basic Compensation: For the Scope of Work described m Exhibrt A, Consultant shall be compensated as follows (a) Services approved by the City shall be paid for on a time and materials basis according to the followmg schedule Hourly Rate $150 00/hour Mileage Standard Rate/mile as set by the IlZS (b) Total compensation, mcluding mileage, shall not exceed $25,000 durmg the term of this agreement (c) Consultant shall submit a statement describmg the services rendered with a breakdown for hours and rate as authorized 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 City shall be paid for on a time and materials basis accordmg to the above schedule Bremerton/Peripheral Vision Commumcation, Inc Page 8 of 8