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HomeMy WebLinkAbout5243Contract Number Vendor Sub�ect Department File Class Begin Date• End Date Review Date• Vault Date 5243 PERIPHERAL VISIONS COMM INC. Lease Site & Water Utility Comm Assistance Forestry LEG 12-1 2/8/2013 12/31/2013 2015 Comments .� , PROFESSIONAL SERVICES AGREEMENT Lease Site and Water Utility Communications Assistance The Crty of Bremerton ("Crty") and Peripheral Vision Commumcations, 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 Februarv 8, 2013, attached hereto as Exhibrt 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 addrtional 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 m accordance wrth generally accepted professional practices m effect at the time such services are performed II. Term: This Agreement commences on the date of execution and termmates on December 31, 2013, unless terminated earlier per Section IX Crty and the Consultant agree that work will begm on the tasks described m Exhibrt A upon execution of tlus 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 Crty shall pay Consultant m an amount not to exceed $7,500 00, except as modified pursuant to Section VII G Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibrt B and incorporated 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 categones set out m the Scope of Work and/or Fee Schedule Upon receipt of a conformmg billing statement, the Crty 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 herem 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 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 mto compliance Such withholding does not relieve Consultant of rts obligations under 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 withm its Bremerton/Penpheral Vision Commumcation, Inc 2/15/2013 Page 1 of 8 field of expertise Consultant and rts personnel are mdependent Consultants and not employees of the Crty 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, includmg, but not limrted to, compensation, msurance, and unemployment msurance are available from 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 during 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 independent Consultant, Consultant is responsible for rts own management The Crty's admmistration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or rts personnel As an independent 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 insurance, Business & Occupation, State professional licensmg, and Crty busmess licensing If any taxes or fees due the Crty have been declared delinquent, the City may wrthhold the delinquent amount, plus any addrtional charges arismg from the delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, in�unes, damages, losses or surts, including all legal costs and attorney fees, ansmg out of or m connection wrth the performance of this Agreement, except for that portion of the m�unes 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 indemmficahon Should a court of competent �urisdiction determme that this Agreement is sub�ect to RCW 4 24 115, then, in the event of liability for damages arismg out of bodily mJury to persons or damages to property caused by or resultmg 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 1NDEMNIFICATION 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, msurance agamst claims for m�unes to persons or damage to property which may arise from or m Bremerton/Peripheral Vision Commumcation, Inc 2/15/2013 Page 2 of 8 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 descnbed in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing 1. Automobile Liabilitv msurance with limits no less than $1,000,000 combined single limit per accident for bodily m�ury and property damage, and 2. C'ommercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined smgle limit per occurrence and general aggregate for personal in�ury, bodily m�ury and property damage Coverage shall mclude but not be limrted 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 responsibilrty of the Consultant All required policies shall be provided on an "occurrence" basis except professional liabilrty msurance (if required), which may be provided on a"claims-made" basis The Crty shall be named as an addrtional msured on the Commercial General Liability msurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the Crty, which names the Crty as an addrtional msured 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 nght to re�ect any unacceptable policies andlor endorsements The Consultant's Commercial General Liabilrty insurance shall contam a clause statmg that coverage shall apply separately to each msured 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 pnmary msurance as respects the City and rt shall be an affirmative obligatron upon the Contractor to advise the City's Risk Manager by f� at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6 Street, Surte 600, Bremerton, WA 98337 wrthm two days of the cancellation, suspension or substantive change of any insurance 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/Penpheral Vision Commumcation, Inc 2/15/2013 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 mamtam accounhng records in accordance wrth Generally Accepted Accountmg Pnnciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Original documents, drawmgs, designs and reports, includmg those in electronic format, developed under this Agreement are the property of the City All written information submitted by the Crty 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 business If such mformation is publicly available or is already m Consultant's possession or known to it, or is nghtfully obtamed by the Consultant from third parties, Consultant shall bear no responsibility 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 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, modifymg and updating as necessary until such time as the City is capable of stormg such information 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, including all reports, drawmgs, specifications, computer software or other rtems prepared or furnished by Consultant pursuant to this Agreement, are instruments 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 City's sole r�sk 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 nsk, 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 Vallev, Washin�ton, or at City owned offices or sites as mutuallv a reg eable Meetmgs with the Crty staff as described in Exhibit A, Scope of Work, shall take place at the Crty'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 m the text of this Agreement. Bremerton/Peripheral Vision Commumcation, Inc 2/15/2013 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 instrument 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 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 m wrrtmg Crty Address Forestry Manager Bremerton Public Works & Utilities 100 Oyster Bay Ave N Bremerton, WA 98312 Consultant Address Bob Young Penpheral 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 nght or power arismg out of this Agreement shall not be deemed waiver of any other nght 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 herein, 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 remain m full force and effect K Compliance with Laws Consultant shall comply with all applicable Federal, State, and local laws in performmg its obligations under this Agreement L Choice of Law and Venue This Agreement shall be mterpreted according to the laws of the State of Washington Any Judicial action to resolve disputes arismg out of this Agreement shall be brought m Krtsap County Supenor 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 Assi�nment Any assignment of this agreement by the Contractor wrthout the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origm, sex, religion, age, marrtal status, disabilrty, or sexual orientation except for employment actions based on bona fide occupahonal qualification 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. 2/15/2013 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 wrthin thirty (30) days of the termmatmg Party's sendmg notice to the non-performing Party Any Notice by Consultant shall include a report showmg the status of all items listed m the Scope of Work current through the termination 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 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 m controlling, restnctmg, or requisitiomng matenals, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) any acts of the Crty, rts 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, stnkes, or weather of unusual severrty PROVIDED, HOWEVER, that the Consultant must promptly notify the City wrthm ten (10) calendar days in 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 wntmg, extend the time for completmg the work for a penod of time commensurate with the penod of excusable delay B Ri ng ts Upon Termmation In the event of termmation, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final mvoice submitted to the Crty After termmation, the Crty 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 wrthout habitity or legal exposure to the Consultant CITY OF BREMERTON L By Chal A Martm Its Director of Public Works & Utilrties Date ��( �, Approved as to form ``� ( t�,�' ,.�'� Bremerton City Attorney R\LEGAUContracts�FORMS�Professional Services Agreement Form (2003) doc Bremerton/Penpheral Vision Commumcation, Inc Page 6 of 8 PERIPHERAL VISION COMMUNICATIONS, INC �� By Bob Y ng Its President Date z z� 2�13 Attest Crty Clerk 2/15/2013 � EXHIBIT A Scope of Work Lease Site and Water Utility Communications Assistance February 8, 2013 Background The City of Bremerton has a number of existmg commercial communication site leases located wrthin rts Water Utility forest lands and wrthm 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 facilrties The Crty's Water Uhlrty also operates SCADA commumcations for rts water system via UHF radio and leased telephone lmes The Crty wishes to take full advantage of both existmg and potential commercial commumcation lease sites, as well as mamtaming and improving its own commumcation system It is recogmzed by the Crty that assistance m the form of techmcal and commercial valuation expertise is needed to accomplish these goals Crty staff has worked previously with Peripheral Vision Communications and is confident that this company has the knowledge and ability to assist the Crty m this area Deliverables: It is recogmzed by the City that occasional assistance will be required by the Consultant m, but not limrted to, the followmg areas 1 Review and recommendations on mdividual lease agreements 2 Review and recommendations regardmg compensation for commercial leases 3 Review and recommendations on offers of easement purchase 4 Techmcal review of proposals 5 Review and recommendations on water system communications 6 General review of the City's commumcation srte lease program and recommendations for improvement The above deliverables will be requested on a will-call basis by the Crty Responses to City requests shall be m wrrting and delivered wrthm a mutually agreeable time Bremerton/Peripheral Vision Commumcation, Inc 2/15/2013 Page 7 of 8 ,� EXHIBIT B Fee Schedule Lease Site and Water Utility Communications Assistance February 8, 2013 Basic Compensation: For the Scope of Work descnbed m Exhibrt A, Consultant shall be compensated in an amount not to exceed $7,500.00 except as modified pursuant to Section VII G Services approved by the City shall be paid for on a time and materials basis accordmg to the followmg schedule Hourly Rate $150 00/hour Mileage Standard Rate/mile as set by the IRS Consultant shall submrt a statement descnbmg the services rendered wrth a breakdown for hours and rate as authorized under this Agreement The Crty, 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 Bremerton/Peripheral Vision Commumcation, Inc 2/15/2013 Page 8 of 8