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HomeMy WebLinkAbout1 - Original Submission_ Professional Services Agreement PSA for COB WX funds - UpdatedPage 1 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 PROFESSIONAL SERVICES AGREEMENT Kitsap Community Resources Weatherization and Minor Home Repair The City of Bremerton (“City”) and Kitsap Community Resources (“Agency”), referred to collectively as the “Parties,” enter into the following Agreement for professional services: I. Scope: The Agency agrees to perform the services more specifically described in the Scope of Work, dated January 1, 2022, including any attachments thereto , 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. Agency 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 Agency agree that work will begin on the tasks described in Exhibit A beginning January 1, 2022. The parties agree that the work described in Exhibit A is to be completed by December 31, 2022. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Agency in an amount not to exceed $100,000. The Agency shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work. Upon receipt of a conforming billing 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 in Section II herein. Agency 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. Agency shall only be compensated for additional services if requested pursuant to Section I. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Agency of its obligations under this Agreement. IV. Relationship of Parties: Agency 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. Agency and its personnel are independent and not employees of the City. Agency and its personnel have no authority to bind the City or to control the City’s employees and other Subcontractors. 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-contractors of the Agency. Agency will be solely and entirely responsible for its acts and for the acts of Agency’s, employees, representatives and DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 2 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 sub-contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent sub-contractors to perform the same or similar work. As an independent Agency, Agency 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 Agency or its personnel. As an independent Agency, Agency is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes, fees, permits, and necessary licenses include but are not limited to State industrial insurance, Washington State Department of Labor and Industries requirements, 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 to the Agency. V. Indemnification: A. Agency 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 Agency 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 Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Agency’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 Agency and the City, its officers, officials, employees, agents and volunteers, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Agency’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 Agency 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 DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 3 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 connection with the performance of the work hereunder by the Agency, its agents, representatives, employees, or sub-contractors. Before beginning work on the project described in this Agreement, the Agency shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury 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 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Agency. All required policies shall be provided on an “occurrence” basis except professional liability insurance (if required), which may be provided on a “claims-made” basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Agency 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 insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Agency's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Agency's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant 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 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 4 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 substantive change of any insurance policy set out herein, 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 in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: The Agency shall submit the Performance Report and the Demographic Report quarterly, due 10 days after the end of each quarter, as required by the City to meet its local obligations. The required format is provided in EXHIBIT “B” (1) Quarterly reports shall include the progress made to date, or justification for lack of progress in providing the services specified in Exhibit A, Scope of Work. (2) Quarterly reports on the demographic, Veteran’s status, neighborhood residence, and income information regarding persons assisted by the Agency through this Agreement. (3) Semi-Annual budget reconciliation which will compare your approved budget with actuals for year-to-date. (4) Close out reports including a final performance report, inventory of all property improved with City funds, and final financial report, upon termination or completion of the award. B. Benefit to Low Income People: Agency shall provide services to benefit very low and low income persons in the City of Bremerton. All persons assisted must be under 80% of the Bremerton-Silverdale MSA. The Agency shall maintain records that clearly document the income range and household size of the persons it serves. C. Work Performed at Agency's Risk: Agency shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-contractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency 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 Agency shall perform the work authorized under this Agreement within the City limits of Bremerton Washington. Homes must be located within the Bremerton City limits. DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 5 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 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. F. Severability: 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 written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st 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. Notices to be sent to: Notices to be sent to: CITY: AGENCY: Sarah Achaoui Anthony Ives CDBG Administrator Executive Director 345 6th Street, Suite 100 845 8th Street Bremerton, WA 98337 Bremerton, WA 98337 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 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. K. Compliance with Laws: Agency shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. 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. M. 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. N. Assignment and Subcontracting: The Agency shall not assign or subcontract any portion of the services provided within the terms of this Agreement without obtaining prior written approval from the City. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to the Agreement. DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 6 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 O. Rental Requirements: In the event City funds will be used to improve rental units the following agreements must be in place between the Agency and the Owner of the property being improved with City funds (“Owner”): a) “Rent” is defined as the tenant’s monthly payment to the Owner (non- subsidized housing) or the contract rent (subsidized housing). b) Owner shall provide a Covenant for low-income occupancy for a period of 5 years after the improvements will be made. c) Weatherization improvements cannot be used to justify any rent increase. d) The current tenants and any successive tenants during the period of affordability as defined below, are the intended beneficiaries of this agreement and shall have a right to inform the agency of any rental increases. P. Guaranteed Period of Affordability: When City funds are used to improve units that are owned by an owner and rented out, or owned by a person and used as their primary residence the following agreements must be in place between the Agency and the Owner: a) In the event the Owner sells the premises within five (5) years after weatherization work is completed the owner will comply with one of the two following conditions: i. The Owner shall repay the agency at the date of sale a prorated amount equal to the percentage of the five (5) years period remaining, times the full value of the material and labor as documented by agency work records. ii. The Owner shall obtain in writing prior to the sale the purchaser’s agreement to assume the owner’s obligations under this agreement. The Owner shall immediately upon entering into an agreement of sale of premises, so inform both the agency and tenants by written notice. Q. Expenditure limit per project location: The City authorizes up to $7,500 per unit improved with City funds. If it is required that expenditures go over $7,500 per unit the Agency must get written approval from the City. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Agency or any person acting on behalf of Agency shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 7 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. 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- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party’s sending notice to the non-performing Party. Any Notice by Agency shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project 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 Agency to proceed shall not be terminated nor shall Agency be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, 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 time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Agency, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Agency must promptly notify the City within ten (10) calendar days in writing 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 writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Agency 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 Agency's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Agency was contracted to perform shall be without liability or legal exposure to the Agency. DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 Page 8 of 8 Bremerton/Kitsap Community Resources Weatherization and Minor Home Repair Rev. 12/2021 IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: AGENCY: CITY OF BREMERTON KITSAP COMMUNITY RESOURCES By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4 1/24/2022 Irmgard Davis Fiscal Officer 1/24/2022 Greg Wheeler Mayor DocuSign Envelope ID: C34BED3B-AEE0-4B15-850E-4053351E3CD4