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067-10 - Code Pros, LLC - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT Contract No. 067-10 THIS Agreement is made effective as of the day of , 2010, by and between CITY OF PORT ORCHARD, WASHINGTON ("CITY") 216 Prospect Street Port Orchard, Washington 98366 Contact: Mayor Lary Coppola Phone:360.876.4407 Fax:360.895.9029 And CODE PROS, LLC ("CONSULTANT") P.O. Box 185 Allyn, Washington 98524 Contact: Michael J. Barth, Managing Member Phone 360-801-0543, E-mail mbailh@codeproswa.com Tax ID No.: for professional services in connection with the following Project: On -call building inspection and plan review services. TERMS AND CONDITIONS 1. Services by Consultant A. Consultant shall perform the services described in the Scope of Work attached to this Agreement as Exhibit "A." The services performed by the Consultant shall not exceed the Scope of Work without prior written authorization from the City. B. The City may from time to time require changes or modifications in the Scope of Work. Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by the parties and incorporated in written amendments to the Agreement. 2. Schedule of Work Consultant shall perform the services described in the scope of work in accordance with the Schedule set forth in Exhibit A. If delays beyond Consultant's reasonable control occur, the parties will negotiate in good faith to determine whether an extension is appropriate. 3. Compensation Compensation for these services shall be in accordance with the fees schedule incorporated into Exhibit A. Page 1 of 8 4. Payment A. Consultant shall maintain time and expense records and provide them to the City monthly, along with monthly invoices in a format acceptable to the City for work performed to the date of the invoice. B. All invoices shall be paid by City warrant within sixty (60) days of receipt of a proper invoice. C. Consultant shall keep cost records and accounts pertaining to this Agreement available for inspection by City representatives for three (3) years after final payment unless a longer period is required by a third -party agreement. Copies shall be made available on request. D. If the services rendered do not meet the requirements of the Agreement, Consultant will correct or modify the work to comply with the Agreement. City may withhold payment for such work until the work meets the requirements of the Agreement. 5. Discrimination and Compliance with Laws A. Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. B. Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work to be done under this Agreement. C. Consultant shall obtain a City of Port Orchard business license prior to receipt of written Notice to Proceed. D. Violation of this Paragraph 5 shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by City, in whole or in part, and may result in ineligibility for further work for City. 6. Suspension and Termination of Agreement A. This Agreement may be terminated by the City at any time upon the default of the Consultant or upon public convenience, in which event all finished or unfinished documents, reports, or other material or work of Consultant pursuant to this Agreement shall be submitted to City, and Consultant shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. Consultant shall not be entitled to any reallocation of cost, profit or overhead. Consultant shall not in any event be entitled to anticipated profit on work not performed because of such termination. Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. If the Agreement is terminated for default, the Consultant shall not be entitled to receive any further payments under the Agreement until all work called for has been frilly performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Page 2 of 8 Consultant. The Consultant shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the City by reason of such default. B. The City may suspend this Agreement, at its sole discretion, upon one week's advance notice to Consultant. Such notice shall indicate the anticipated period of suspension. Any reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of services under this Agreement without delay when the suspension period ends. 7. Standard of Care Consultant represents and warrants that it has the requisite training, skill and experience necessary to provide the services under this agreement and is appropriately accredited and licensed by all applicable agencies and govermnental entities. Services provided by Consultant under this agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in similar circumstances. S. Ownership of Work Product All data materials, reports, memoranda, and other documents developed under this Agreement whether finished or not shall become the property of City, shall be forwarded to City at its request and may be used by City as it sees fit. Upon termination of this agreement pursuant to paragraph 6 above, all finished or unfinished documents, reports, or other material or work of Consultant pursuant to this Agreement shall be submitted to City. City agrees that if it uses products prepared by Consultant for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold Consultant harmless therefore. 9. Indemnification 1 Hold Harmless Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant, its agents, employees, or sub consultants in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. This indemnification and hold harmless shall apply regardless of whether the claim is brought pursuant to the Worker's Compensation Act, RCW Title 51, or otherwise, and the Consultant waives any immunity whatsoever with respect to such indemnification. The City shall defend, indemnify, and hold the Consultant harmless for third party claims against the Consultant arising from the enforcement of any of the City's Codes, as referenced in Exhibit A, which are determined by a court of competent jurisdiction to be unconstitutional or otherwise invalid. Nothing in this section shall be construed to create a liability or a right of indemnification in any third party. This section shall survive the expiration of this Agreement. Page 3 of 8 10.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, or employees. A. Minimum Scope of insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent liability coverage and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability Insurance appropriate to the Consultant's profession. B. Minimum Amounts of insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Page 4of8 D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. It. Assigning or Subcontracting Consultant shall not assign, transfer, subcontract or encumber any rights, duties, or interests accruing from this Agreement without the express prior written consent of the City, which consent may be withheld in the sole discretion of the City. 12. Independent Contractor Consultant is and shall be at all times during the term of this Agreement an independent contractor. 13. Notice Any notices required to be given by the City to Consultant or by Consultant to the City shall be in writing and delivered to the parties at the following addresses: Lary Coppola Michael J. Barth Mayor CodePros, LLC. 216 Prospect Street P.O. Box 185 Port Orchard, WA 98366 Allyn, WA 98524 Phone: 360-876-4407 Phone: 360-801-0543 Fax: 360-895-9029 14. Disputes Any action for claims arising out of or relating to this Agreement shall be governed by the laws of the State of Washington. Venue shall be in Kitsap County Superior Court. 15. Attorneys Fees In any suit or action instituted to enforce any right granted in this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys fees from the other party. Page 5 of 8 16. Extent of Agreement/Modification This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties. Date: - ' N 1) Date: 1 l CITY OF PORT ORCHARD, CONSULTANT WASHINGTON Michael J. Bar , Managing Member Page 6 of 8 EXHIBIT A - DESCRIPTION OF WORK Scope of Services: CONSULTANT will provide inspection and plan review services to the CITY on an as needed basis as directed by the CITY Building Official. The building code plan reviews will encompass foundation, structural, plumbing, mechanical, accessibility, energy code and life safety provisions. CONSULTANT will perform inspections and plan reviews per the Municipalities adopted code amendments and ordinances. CONSULTANT is not obligated to perform services beyond what is contemplated by this agreement. Any changes or additions to the scope of work shall be done only in writing and shall specifically state the additional fees, if any, for such changes. CONSULTANT is under no obligation to perform and will not perform any inspection services relating to site infrastructure including roads, parking lots, landscaping, drainage or other matters not included as building code issues. CONSULTANT will perform work at a level of competency in accordance with industry standards. This contract is not designed to include complete project support services. Time of Performance: CONSULTANT will perform the services commencing upon execution of this contract. All plan review and inspections will be performed during normal business hours ($:00 a.m. -5:00 p.m., Monday -Friday), unless agreed upon by both parties. On -Call Inspections: Complete on -call inspections within 24 hours of CONSULTANT'S notification by the City of Port Orchard. Building Code Plan Review We are able to commit to the following plan review schedule: Project Size based an Valuation: Plan Review time to first comments I IRC Residential Projects - -------- .---....... - ---- 5 working days - - - --- -- -_ -- IBC Small Commercial Project (Valuation < $2M) --- ----------- 10 working days --- IBC Large Commercial Project (Valuation $2M - $10M) - -- -------- -- 20 working days - - --- -- -- ...- i _ - --- - -- IBC Exceptionally Large Project (Valuation > than $10M) 30 working days List of Inspections being provided as part of this contract: Yes No ® ❑ Building Setbacks as approved by zoning official ® ❑ Footin s rebar ® ❑ Foundation Walls rebar ® I ❑ Underground plumbing ❑I ® Underground electrical (inspections performed by WA State Dept, of L&I ®I ❑ Under -floor framing 1 concrete slab ® ❑ Shear -wall, hold-downs ❑ ® Rough electrical (inspections performed by WA State Dept. of L&I ® I Rough plumbing ® ❑ Rough mechanical (HVAC, vents, exhausts, gas piping) ® ❑ Rough framing ® ❑ Insulation ® ❑ Drywall ® ❑ Commercial ceiling rid ® ❑ Fire-resistant assemblies and penetration protection ❑ ® Final electrical (inspections performed by WA State Dept. of L&I ® ❑ Final plumbing ® ❑ Final mechanical ® ❑ I Final building (including energy) Page 7 of 8 CONSULTANT fees for this agreement will be: Inspection Fee Schedule: Inspections to be performed (8:00 a.m. -5:00 p.m., Monday -Friday) Full Day -4 to 8 hours $55.00 per hour Half Day -2 to 4 hours Quarter Day -0 to 2 hours Plan Revie)v Fee Schedule: Plan Review Fee Plan Revisions $250.00 $160.00 $60.00 per hour $75.00 per hour -pass through to applicant Rates are all inclusive -no separate billing for mileage, vehicle expenses or material will be sent. Invoice & Payment Structure: CONSULTANT will invoice the municipality on a monthly basis. All payments are due to CONSULTANT within 30 days of invoice date. State sales tax will be added to applicable items only. Professional Services Agreement -Exhibit A Port Orchard and CodePros, LLC. Page 8of8