HomeMy WebLinkAbout5770PROFESSIONAL SERVICES AGREEMENT
Claims Adjusting Services
The City of Bremerton ("City") and J.G. McDonald & Associates ("Consultant"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H 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
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A on January 1, 2018 on an "as -needed" basis and this Agreement shall remain in full
force and effect until terminated by either party in accordance with Section IX.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant Ninety Five Dollars ($95) per hour for services as described in Section
I. Consultant shall be reimbursed for direct expenses incurred in the performance of this
Agreement including, per mile automobile travel expenses at the rate set by the IRS, ferry fares,
long distance phone charges, and fax and photocopy expenses. The Parties agree that the hourly
rate for services stated herein my, from time to time, and upon approval by the City Attorney, be
adjusted to reflect current market rates and conditions.
Consultant shall not perform work beyond the Scope of Services, nor be compensated for such
work, unless the Scope of Work or amount of compensation is modified pursuant to this
agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. 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 its
employees, including, but not limited 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 its acts and for the acts of
Consultant's agents, employeds, representatives and sub -Consultants during 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.
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As an independent Consultant, Consultant is responsible for its own management. The
City's administration 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 its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification:
A. Consultant shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement except for that portion of the injuries and damages caused by the
City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
B. Architects Engineers and An Other Professional Listed In and Performing
Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that
Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in
the event of liability for damages arising out of bodily injury 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 this section shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the Consultant, its
agents, representatives, employees, sub -consultants or sub -Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
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Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant. The City shall be given thirty (30) days prior written notice by certified mail, return
receipt requested, of any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right 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 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 maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information 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 relating to its 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 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 Tacoma, Washington. Consultant shall make such data, documents, and
files available to the City upon its request at all reasonable times.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Use of Photographs and Images.. Consultant shall not use or distribute
photographs or images depicting City officials, personnel, property, or equipment whether
prepared by Consultant or provided by City without prior written consent of the City. The City
will not unreasonably withhold its consent.
D. 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 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 risk, and Consultant shall be responsible for any loss
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of or damage to materials, tools, or other articles used or held for use in connection with the
work.
E. Place of Work: The Consultant shall perform the work authorized under this
Agreement in the field and at its offices in Tacoma, Washington. Meetings with the City staff
shall take place at the City's offices, or at locations mutually agreed upon by the parties.
F. 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.
G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent
to the parties at the addresses listed below by registered or Ist 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 writing.
City Address
City Attorney
City of Bremerton
3456 th Street, Suite 100
Bremerton, WA 98337
Consultant Address
J.G. McDonald
PMB 17
2522 N. Proctor Street
Tacoma, WA 98406
J. 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.
K. Non -Waiver of Breach: The failure of the City to insist upon strict performance
of any of the covenants and agreements contained herein, or to exercise any option herein
conferred in 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 remain in full force and effect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal,
State, and local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the
laws of the State of Washington. Any judicial action to resolve disputes arising out of this
Agreement shall be brought in Kitsap County Superior Court.
N. Attorneys' 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.
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0. Assignment: Any assignment of this agreement by the Consultant without the
written- consent of the City shall be void.
V1II. .Nondiscrimination: Consultant shalt not discriminate .in employment or services to the
public on the basis of race, color, national origin, sex„religion, age, marital status, disability, or
sexual orientation except for employment actions based; on bona fide occupational qualification.
IX. Termination: This Agreement shall remain; in force until terminated by written
instrument upon mutual consent, or by either party for convenience by providing 30 written
notice of intent to terminate. This Agreement may be nnmediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the noirperforming Party. Any
Notice by Consultant shall include a report showing the status of all items listed in the Scope of
Work current through the termination date.
Rights is 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 described on a final invoice
submitted to the City. After termination, the City may take possession of all records and data
within the Consultant's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to th.e Consultant.
L
X. Suspension &Debarment. For contracts.involving Federal funding, Consultant hereby
certifies, by signing this agreement, that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency. Consultant shall provide
immediate written notice to the City if at any time it learns that it: is or bas become ineligible for
certification. Should Consultant enter into a covered transaction withanother firm, Consultant
agrees by signing this agreement that it will verify that the firm with whom it intends to do
business is not debarred; suspended, ineligible, excluded.or disqualified.
CITY OF BREMERTO'N I I CONWLTANT
By: Rogkr ubo .ich
its: City Attorney
Date: I'V-1
Approved as to form.:
Bremertoqty Att&n ey
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Byf J
itskVr
.
:Date:
Attest:
lerk
McDonald
Rev 02-1G
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EXHIBIT A
SCOPE OF WORK
1. Provide claims adjusting services as requested for losses or potential losses reported to
the City;
2. Promptly and reasonably investigate, adjust, settle as appropriate, or reject assigned
losses or claims; provided that the City retains the authority, upon notice to the claims
adjuster, to direct a portion or all of the investigation, adjustment, or settlement
associated with any particular claim;
3. Aggressively resist suspicious or potentially fraudulent claims;
4. Make reasonable, periodic, personal contact with claimants where good claims judgment
dictates such action;
5. Establish comprehensive files for each assigned claim or loss with sufficient
documentation to make reasonable judgments as to case value;
6. Furnish the City of Bremerton with periodic claim activity reports,. including proposed
claim reserves, as requested or necessary; and
7. Assist in the collection of the City of Bremerton's claims against others for damage to
city vehicles and buildings and coordinate salvage evaluation and disposal as requested or
necessary.
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PI-PLSP-001 (98/07)
4 , 7t One Bola Plaza, Suite 100.
INLTR,AN'.C'E �O�YI.i?t1NIES kala Cynwyd, PeniisylvcniCa 19{}C}4
.610.6.17.7 .900. Fak' 610:617.7940
A Member 6f the 7`6kio t
aria Gidup ; PHLY:Cam
Cover -Pro'!"
Philadelphia Indemnity Insurance Company �1
DECLARATIONS
Policy Number: PHSD1234370
NOTICE: THIS IS A,CLAIMS MADE POLICY: PLEASE READ THIS POLICY CAREFULLY. THE
LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED
BY AMOUNTS INCURRED ,FOR INVESTIGATION AND LEGAL COSTS, FURTHER NOTE THAT
AMOUNTS INCURRED FOR SUCH COST SHALL BE APPLIED AGAINST THE, DEDUCTIBLE
AMOUNT I f
Item 1. Named Entity and Address:,
JG McDonald & Associates
c/o James McDonalei
2522 N :Pr`,octor St i
Tacoma,; WA 98406-5338
f
3
Item 2. Policy Period: From: 0�5/fs/2o17 To: 05/15/2018
I (12:01 A.M. Standard Time)
Item 3. Premium: 2, 609: 00
Item 4. Limits of Liability: (A)$ 1 `, 000 , 000 Each Claim; including Claim Expense
(B) $ 1, 000, 000 Annual Aggregate, including Claim Expense
Item 5. Deductible: $ 5 000 Deductible per Claim
3
Item 6. Retroacti°e Date: 05/1;5/2006
Item 7. Continuity Date: 05/15/2006
Item 8, Additional Premium for Supplemental Extended Reporting Period: Refer to'PI-PLSP-176