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HomeMy WebLinkAbout3 - Legal Review Submission_ Bremerton PSA and Exhibits A-B-C (9-14-21) - Updated (4)PROFESSIONAL SERVICES AGREEMENT with the City of Bremerton for Telecommunications Public Sun,cy, Community Needs Assessment, and Franchise Renewal senrices The City of Bremenon ("City'") and River Oaks Communications Corporation r·Consultanf"). Teferred to collectively as the "'Parties;' enter into the following Agreement for professional services: I.Scope: The Consultant agrees ro pcrfoan the services more specificall> described in theScope of Work including any attachments thereto, attached hereto as Exhibit A which isincorporated by reference herein. The Scope of Work may be modified only pursuant to SectionVII.Hof ihis Agr�ment. If the Scope of Work pro,·idcs for unspecified additional services suchservices shall ooly be performed upon the express written request of the Cit)'. Consultant further represents that the services furnished under this Agreement ,,.ill be pcrfonned 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 inExhibit A immediately upon execution of this Agreement. The parties agree that the workdescribed in Exhibit A is 10 be completed as provided for in the work schedule attached hereto asExhibit B: provided however. that additional time shall be granted by the City for excusable delaysor extra work as provided for in Section IX.A of this agreement. m.Compensation: In consideration of the services provided pursuant to this Agreemem. theCity shall pay Consultant in an amount not to exceed $199.139.00. Consultant's charges and billsshall conform to the fee schedule attached hereto as Exhibit C and incorporated herein b) thisreference. 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 Lo prioritize scoped work and accelerate and/or delay work tasks under the time frame set fonh in Section II herein. The Consultant's labor rares and billing fees shall be as delineated in Exhibit C. 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 prm ided. such compensation shall be in accordance with Exhibit If a billing statement does not confom1 to this Agreement. the City may withhold paymeat until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Page 1 of8 Brem�norLTR,iver Oak,( l'dc:rommu.nk1tions Public Sun�. C�A .• ud F'Nu1c:bbc Rtn�al stnkti Rev.0612020 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 IT rs FURTHER SPECIFICALL y AND EXPRESSL y UNDERSTOOD THAT THE Il\TDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTAi'JTS WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW. SOLELY FOR TIIE PURPOSES OF THTS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY l\'EGOTIATED TillS WATVER. The provisions of this section shall survive the expiration or tenninarion of this AgrecmenL VJ. 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 !he work hereunder by the ConsultanL its agents, representatives, employees. sub-consul!ams or sub-contrac10rs. Before beginning work on the project described in this Agreement. !he Consultant shall provide a Certificate of Insurance evidencing: I.Automobile Liability insurance "�th limits no Jess than $1,000.000 combined single limit per accident for bodily injury w1d propcny damage; and2.Commercial General Liability insurance written on an occurrence basis withlimits no less than $1,000.000 combined single limit per occurrence and generalaggregate for personal injury. bodily injury and property damage. Coverage shallinclude but not be limited to: blanket contractual; products/completed operations/broad form propert) damage: explosion. collapse and underground(XCU) if applicable: and 3.Excess Liability insurance with limilS not less than Sl.000.000 limit peroccurrence and aggregate: and 4.Professional Liability insurance with limics no less than $ 1.000.000 limit peroccurrence/claim; and 5.\Vorkers Compensation insurance as scarutorily required by the Industrial Jnsurance Act of the State of Washington. Title 51. Revised Code of Washington and employer's liability with limits not less than$100,000. 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 professionalliability insurance (if required), which may be provided on a .. claims-made .. basis. The City shall be named as an additional iDSUrcd on the Commercial General Liabili1y insurwicc policy. as respects work performed. by or on behalf of the Consultant and a copy of an endorsement tba1 is acceptable to the City. which nwncs the City as an additional insured shall be auached to the Certificate offnsurancc. The City reserves the right 10 receive a cerrified copy of Bremenon'fRiver Oaksl Page 3 of8 l �lc�C'Qm•••k1timu. Public: SuntJ. C�.A. ud Fr.tathisc-Ruf'\-\ aJ �n'it'ff Rev. 06,'2020 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 10/21/2021_____________ River Oaks Initial 10/21/2021 10/21/2021 10/21/2021_____________ COB Initial DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 Greg Wheeler 10/21/2021 Mayor DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834 DocuSign Envelope ID: 58C9A3E4-AE59-43CE-AAE7-2311B1425834