HomeMy WebLinkAbout4957 Contract Number: 4957
Vendor: PERIPHERAL VISIONS COMM. INC.
Subject: Lease Site & Water Utility Comm Assistance
Department: Forestry
File Class: LEG 12 -1
Begin Date: 8/6/2010
End Date: 12/31/2011
Review Date: 12/1/2010
Vault Date:
Comments: Amend #1 3/8/11
CONTRACT MODIFICATION AGREEMENT NO. 1
BETWEEN THE CITY OF BREMERTON AND
PERIPHERAL. VISION COMMUNICATIONS, INC.
PROJECT: Lease Site and Water Uglily Communications Assistance
CONSULTANT: Peripheral Vision Communications, Inc
DATE: December 30, 2010
THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE
Professional Services Agreement for Lease Site and Water Utility Communications Assistance
AGREEMENT (the "Agreement ") ' entered into between the City of Bremerton and
Peripheral Vision Communications, Inc. on September 1, 2010.
All provisions in the Contract shall remain in full force and effect except as expressly modified by
this document
For valuable consideration and by mutual consent of the parties, the modifications to the Contract
are as follows
I.
Section I. Scope , is modified as follows No change. The Scope of Work dated
August 6, 2010 will remain in effect.
Section H. Term ' is modified as follows
The term of this agreement shall be extended to December 31, 2011
Section III. Compensation , is modified as follows
The original contract amount was not to exceed 15,000 Dollars ($15,000.00) for the period
September 1, through December 31, 2010 For the period January 1 through December 31, 2011 an
additional 5,000 Dollars ($5,000) shall be budgeted bringing the total amount the City shall pay the
Consultant for work described in the Scope of Work, based on time and materials, an amount not to
exceed 20,000 Dollars ($20,000.00) for the period January 1 through December 31, 2011.
H.
Consultant accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final settlement
of all of the Consultant's claims for contract time and for all costs of any kind, including
without limitation, costs of delays related to any work either covered or affected by this
Contract Modification, claims related to on -site or home office overhead, or lost profits. This
Contract Modification does not limit the City's right to bring a claim for past performance.
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs and
CONTRACT MODIFICATION 1
Project Number
other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Consultant
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
City Engineer / Public Works Director approved to process
Initiat and Date
CONSULTANT THE CITY OF BREMERTON
V —_
By Bob 'Toung By Vincent Akhtmte
Its President Its Public Works Director
DATE 3 4 1Z- o DATE
I ROVED S TO FORM: ATTEST: Jle�41c&'
Bremerton C Attorney City ClerY I ' I'
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
Bill McKinney Bob Young
Forestry/Natural Resources Manager President
Bremerton Public Works & Utilities Department Peripheral Vision Communications, Inc
100 Oyster Bay Ave N 23410 SE 242 Street
Bremerton, WA 98312 Maple Valley, WA 98038
360 473 5354 425 432 9196
R \LEGAL \Contracts\FORMS \Contract Modification (2003) doc
CONTRACT MODIFICATION 2
Project Number
Contract Number:
Vendor:
Subject:
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
4957
PERIPHERAL VISIONS COMM. INC.
Lease Site & Water Utility Comm Assistance
Forestry
LEG 12-1
8/6/2010
12/31/2010
12/1/2010
Comments :
PROFESSIONAL SERVICES AGREEMENT
Lease Site and Water Utility Communications Assistance
The City of Bremerton ("City") and Peripheral Visions Communications, Inc.
("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, dated Au�ust 6, 2010, 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.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 practices in effect at the time such
services are performed.
III. Term: This Agreement commences on the date of execution and terminates on December
31, 2010, unless terminated earlier per Section IX. City and the Consultant agree that work will
begin on the tasks described in 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.
IgI. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $15,000.00. Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exhibit B and incorporated herein by this
reference.
The Consultant 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 and/or Fee Schedule. 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. The Consultant's labor rates and
billing fees shall be as delineated in 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 in accordance with
Exhibit B.
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
Consultant of its obligations under this Agreement.
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IV. Relationship of Partfies: 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, employees, 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.
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: 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.
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.
Should a court of competent jurisdiction determine that 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.
Bremerton/Peripheral Vision Communication, Inc. 8/27/2010
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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. 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 employer's
liability.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
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 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 insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant'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 Consultant's insurance shall be primary insurance as respects the City and 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
Bremerton/Peripheral Vision Communication, Inc. 8/27/2010
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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 Maple Valley, Washin t�on. Consultant shall make such data,
documents, and files available to the City upon its request at all reasonable times for the purpose
of editing, modifying and updating as necessary until such time as the City is capable of storing
such information in the City's offices. Duplicate copies of this information shall be provided to
the City upon its request, and at reasonable cost.
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. 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
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 Maple Valley, Washington, or at City owned offices or sites as
mutuallv a reg eable. Meetings 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 A�reement: 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. Severabilitv: 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.
Bremerton/I'eripheral Vision Communication, Inc. 8/27/2010
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H. Written Notices: All communications regarding 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 in writing.
City Address:
Forestry Manager
Bremerton Public Works & Utilities
100 Oyster Bay Ave. N.
Bremerton, WA 98312
Consultant Address:
Bob Young
Peripheral Vision Communications, Inc.
23410 SE 242" Street
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 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. Comnliance with Laws: Consultant 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. Attornevs' 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. Assigntnent: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscramination: Consultant shall 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 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
Bremerton/Peripheral Vision Communication, Inc. 8/27/2010
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Consultant 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 Delavs: The right of Consultant to proceed shall not be terminated nor shall
Consultant 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 Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant 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. Ri�hts 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 the Consultant.
CITY OF BREMERTON
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Attest:
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R:U.EGAL\Contracts�FORMS�Professional Services Agreement Form (2003).doc
Bremerton/I'eripheral Vision Communication, Inc. 8/27/2010
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E�II�IBIT A
Scope of Work
Lease Site and Water Utility Communications Assistance
Background
The City of Bremerton has a number of existing commercial communication site leases located
within its Water Utility forest lands and within 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 electronic communication facilities. The City's Water Utility also operates
SCADA communications for its water system via UHF radio and leased telephone lines.
The City wishes to take full advantage of both existing and potential commercial communication
lease sites, as well as maintaining and improving its own communication system. It is recognized
by the City that assistance in the form of technical and commercial valuation expertise is needed
to accomplish these goals. City staff has worked previously with Peripheral Vision
Communications 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 in, but
not limited to, the following areas:
1. Review and recommendations on individual lease agreements
2. Review and recommendations regarding 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 communications
6. General review of the City's communication 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 in writing and delivered within a mutually agreeable time.
Bremerton/Peripheral Vision Communication, Inc. 8/27/2010
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EI�IIBIT B
Fee Schedule
Lease Site and Water Utility Communications Assistance
Basic Compensation:
For the Scope of Work described in Exhibit A, Consultant shall be compensated in an amount
not to exceed $15,000.00.
Services approved by the City shall be paid for on a time and materials basis according to the
following schedule:
Hourly Rate: $150.00/hour
Mileage: Standard Rate/mile as set by the IRS
Consultant shall submit a statement describing 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
according to the above schedule.
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