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HomeMy WebLinkAbout016-15 - Grette Associates, LLC - ContractContract No. 016-15 ON -CALL CONSULTANT SERVICES CONTRACT BETWEEN THE CITY OF PORT ORCHARD AND GRETTE ASSOCIATES LLC THIS AGREEMENT is made by and between the City of Port Orchard, a Washington municipal corporation (hereinafter the "City"), and Grette Associates, LLC, (hereinafter the "Consultant,") a Limited Liability Company organized under the laws of the State of Washington on located and doing business at 2102 N 30t", STE A, Tacoma, WA 98403. RECITALS WHEREAS, the City, as part of reviewing development applications, is periodically required to review environmental reports, many of which require expertise beyond that which is possessed by city staff; and WHEREAS, the Consultant has agreed to provide on call environmental science services related to the review of critical areas reports and applications for development as described herein; NOW, THEREFORE, in consideration of the mutual promises set forth herein, is agreed by and between the parties as follows: TERMS I. Description of Work. The Consultant shall perform third party review of environmental reports and applications submitted to the city in conjunction with applications for development or land use approvals. This may involve (1) review of the impacts of the proposed action or approval on the environment as well as the formulation of proposed mitigation of such impacts (2) evaluating the accuracy of the data provided and the scientific methods used by the applicant or their representatives (3) evaluation of comments received by the city from interested parties and (4) review for compliance and consistency with City Code requirements. The City shall issue a written Task Order for each project assigned to the Consultant. The written Task Order shall include the following information, which may be furnished in consultation with the Consultant: (1) Task Order Title (project name); (2) technical approach to the task (if necessary); (3) specific deliverables; (4) schedule with milestones and deliverables; (5) cost/hour estimate; (6) due date of work. All of these items may be brief, but will be sufficiently detailed for the Consultant to understand the work being authorized and the amount it will cost_ Written Task Orders and Notices to Proceed may be issued as e-mail documents. The City does not permit subconsultants for those items of work necessary for the completion of any Task Order on any project. The Consultant shall not subcontract with Page 1 subconsultants for the performance of any work under this Agreement without prior written permission of the City. II. Payment A. This Agreement does not guarantee any amount of work for the Consultant. Task Orders will be developed as determined by the City and as provided for in this Agreement. The City shall pay the Consultant an amount based on time and materials, not to exceed Twenty Thousand Dollars ($20,000.00) for the services described in Section I herein. This is the maximum amount to be paid under this Agreement for the work described in this Agreement, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement. PROVIDED, HOWEVER, the City reserves the right to direct the Consultant's compensated services under the time frame set forth in Section IV herein before reaching the maximum amount. B. The Consultant shall be paid by the City for completed services rendered under each approved individual Task Order. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies equipment and incidentals necessary to complete the work. The Consultant shall submit an itemized invoice to the City for each separate Task Order after the services have been performed. The amount paid by the City for each invoice shall not exceed the amount in Section II(A) above and the Hourly Billing Rates set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. The City shall pay the full amount of an invoice within sixty (60) days of receipt. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion. D. The Consultant will not undertake any work or otherwise financially obligate the City in excess of said not -to -exceed amount in Section 11(A) without a duly authorized amendment to this Agreement. In the event services are required beyond those specified in the Scope of Work and not included in the compensation listed in this Agreement, a written contract amendment shall be negotiated and approved by the City before any effort is expended on such services. III. Relationship of Parties The parties intend that an independent contractor -client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of the City. In the performance of the work, the Consultant is an Page 2 independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. 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. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. IV. Duration of Work The Consultant shall not begin any work under this Agreement until an authorized Task Order has been agreed upon by the parties, and the City has issued a Notice to Proceed. This Agreement shall expire on December 31, 2015, unless extended by an amendment executed by the duly authorized representatives of the parties. V. Termination A. Termination of Agreement. The City may terminate this Agreement, for public convenience, the Consultant's default, the Consultant's insolvency or bankruptcy, or the Consultant's assignment for the benefit of creditors, at any time prior to completion of the work described in Exhibit A. If delivered to Consultant in person, termination shall be effective immediately upon the Consultant's receipt of the City's written notice or such date stated in the City's notice, whichever is later. B. Rights Upon Termination. In the event of termination, the City shall pay for all services satisfactorily performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. Said amount shall not exceed the amount in Section II above. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this Agreement, which records and data may be used by the City without restriction. Upon termination, the City may take over the work and prosecute the same to completion, by contract or otherwise. VI. Discrimination In the hiring of employees for the performance of work under this Agreement or any sub -contract hereunder, the Consultant, its Subcontractors, or any person acting on behalf of such Consultant or sub -consultant shall not by reason of race, religion, color, sex, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. VII. Indemnification Page 3 The 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 attorneys' fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The City's inspection or acceptance of any of the Consultant's 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 CONSULTANT'S WAIVER OF IMMUNITY UNDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO. ANY CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGAINST THE CONSULTANT. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. Insurance A. 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 Consultant's own work including the work of the Consultant's agents, representatives, employees, sub -consultants or sub -contractors. B. Before beginning work on the project described in this Agreement, the Consultant shall provide evidence, in the form of a Certificate of Insurance, of the following insurance coverage and limits (at a minimum): 1. Business auto coverage for any auto no less than a $1,000,000 each accident limit, and 2. Commercial General Liability insurance no less than $1,000,000 per occurrence with a $2,000,000 aggregate. Coverage shall include, but is not limited to, contractual liability, products and completed operations, property damage, and employers liability, and Page 4 3. Professional Liability insurance with no less than $1,000,000. All policies and coverage's shall be on a claims made basis. C. The Consultant is responsible for the payment of any deductible or self insured retention that is required by any of the Consultant's insurance. If the City is required to contribute to the deductible under any of the Consultant's insurance policies, the Contractor shall reimburse the City the full amount of the deductible within 10 working days of the City's deductible payment. D. The City of Port Orchard shall be named as an additional insured on the Consultant's commercial general liability policy. This additional insured endorsement shall be included with evidence of insurance in the form of a Certificate of Insurance for coverage necessary in Section B. The City reserves the right to receive a certified and complete copy of all of the Consultant's insurance policies. E. Under this agreement, the Consultant's insurance shall be considered primary in the event of a loss, damage or suit. The City's own comprehensive general liability policy will be considered excess coverage with respect to defense and indemnity of the City only and no other party. Additionally, the Consultant's commercial general liability policy must provide cross -liability coverage as could be achieved under a standard ISO separation of insured's clause. F. The Consultant shall request from his insurer a modification of the ACORD certificate to include language that prior written notification will be given to the City of Port Orchard at least three (3) days in advance of any cancellation, suspension or material change in the Consultant's coverage. IX. Exchange of Information The City warrants the accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. The parties agree that the Consultant will notify the City of any inaccuracies in the information provided by the City as may be discovered in the process of performing the work, and that the City is entitled to rely upon any information supplied by the Consultant which results as a product of this Agreement. X. Ownership and Use of Records and Documents Original documents, drawings, designs and reports developed under this Agreement shall belong to and become 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, Page 5 or is rightfully obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. XI. City's Right of Inspection Even though the Consultant is an independent contractor with the authority to control and direct the performance ,and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. XII. Consultant to Maintain Records to Support Independent Contractor Status On the effective date of this Agreement (or shortly thereafter), the Consultant shall comply with all federal and state laws applicable to Independent contractors including, but not limited to the maintenance of a separate set of books and records that reflect all Items of income and expenses of the Consultant's business, pursuant to the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by the Consultant under this Agreement shall not give rise to an employer - employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. XIII. Work Performed at the Consultant's Risk The 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 the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use In connection with the work. XIV. 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. XV. Resolution of Disputes and Governing Law Should any dispute, misunderstanding, or conflict arise as to the terms and conditions contained in this Agreement, the matter shall first be referred to the City of Port Orchard shall determine the term or provision's true intent or meaning. The City of Port Orchard Page 6 shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency of the performance hereunder. If any dispute arises between the City and the Consultant under any of the provisions of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the Consultant does not agree with the City's decision on the disputed matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The non -prevailing party in any action brought to enforce this Agreement shall pay the other parties' expenses and reasonable attorney's fees. XVI. Written Notice All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the agreement, unless notified to the contrary. Unless otherwise specified, any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated below: CONSULTANT: CITY: Grette Associates, LLC Attn: 2102 N 30th City of Port Orchard Tacoma, WA 98403 216 Prospect Street 253-573-9300 Port Orchard, WA 98366 With a copy to the "City Clerk" at the same address. XVII. Assignment Any assignment of this Agreement by the Consultant without the written consent of the City shall be void. If the City shall give its consent to any assignment, this paragraph shall continue in full force and effect and no further assignment shall be made without the City's consent. XVIII. Modification and Severability No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. The provisions of this Agreement are declared to be severable. If any provision of this Agreement is for any reasons held to be invalid or unconstitutional by a court of Page 7 competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other provision. XIX. Entire Agreement The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner whatsoever, this Agreement or the Agreement documents. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and any Exhibits attached hereto, which may or may not have been executed prior to the execution of this Agreement. All of the above documents are hereby made a part of this Agreement and form the Agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail. Page 8 IJ4 WITNESS WHEREOF; the parties have executed this Agreement on this lL, day of • r -M-4.- � ) 5 CONSULTANT CITY OF PORT ORCHARD --rte - By: , ,)2 Z -4 - Tim Matthes, Mayor Jonsultant: Z ,���.pQ,P O Rq �•?q,� APPROVED AS TO FORM: = NSEAL� _��-�-9j' • FMB ER : ����c� O�t'WtASN` Cit Atto y's Office ATTEST: City Clerk Page 9 Exhibit A Rate Schedule Page 10 AGrette Associates «c ENVIRONMENTAL CONSULTANTS GRETTE ASSOCIATES BILLING RATES 2015 Title Rate Principal 210.00 Associate 165.00 Biologist 5 145.00 Biologist 4 130.00 Biologist 3 115.00 Biologist 2 105.00 Environmental Planner 2 105.00 Biologist 1 92.00 Environmental Planner 1 92.00 Administrative Assistant 74.00 Field Assistant 70.00 Subconsultants 8% MU Expenses (excluding mileage & boat) 8% MU Mileage 0.60 Copy Charge (per page) 0.10 Boat (per day) 750.00 Other Expense Rates Available Upon Request WENATCHEE TACOMA 509.663-6300 253-573-9300 Fax 509-664-1882 Fax 253-573-9321 151 S WORTI-LEN ST STE 101 * WENATCHEE. WA 98801 2102 NORTH 301° ST STE A * TACOMA, WA 98403 GRETT-1 OP ID: SK CERTIFICATE OF LIABILITY INSURANCE D 12118/DD/Y1fYY) 12/18/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Nod & Noyd Ins. Agency, Inc. PO Box 1591500 Weatchee CONTACT NAME: Stacia Knudtson A/cONI o Ext :5O9-662-2194 ac No); 509-664-6786 Wenatchee, WA 98807 Michael E. Noyd E-MAIL stacia no dins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:American States Ins. Co 19704 INSURED Grette Associates LLC 151 S. Worthen St. Suite 101 Wenatchee, WA 98801 INSURERS:Continental Casualty INSURERC• INSURER D: INSURER E: INSURER F: COVERAGES CFRTIFICATF N[IMRFR• DI=l,I Ir1hI nn mncxcD. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD..SUBR I POLICY NUMBER POLICY EFF MMIDD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS GENERAL LIABILITY' EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X 0.2300,720 08/01/2014 08/01/2015 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,00 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00) GENERAL AGGREGATE $ 2,000,00 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $ 2,000,00 POLICY X PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1 000 Q $ , X BODILY INJURY (Per person) $ A ANY AUTO 02CE2300171 08/01/2014 08/01/2015 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS X NON -OWNED AUTOS X PROPERTY DAMAGE PER ACCIDENT $ jj UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION WC STATU- 0TH - A AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER M ER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 02CE23001720 WA STOP GAP 08/01/2014 08/01/2015 O IMITS X ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,001 E.L" DISEASE - POLICY LIMIT $ 2,000,001 B Professional Liab EEH254072045 08/01/2014 08/01/2015 Per Claim 2,000,00 Deduct 10,00 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate holder is additional insured if required by written contract, agreement or permit per form CG7635 (02/07) with regards to work performed by the named insured. I+CK I Irl\;A it IIULLJCK t;ANUi LLA I IVN COFPRTO City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESE. Michael E. Noyd C,. 4A6�", . r © 1988-2010 ACORD CORPORATION. ghts reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD