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042-20 - Cascadia Consulting Group, Inc. - ContractCITY OF PORT ORCHARD PERSONAL SERVICES AGREEMENT Ccrrhran* ruO' 6tte- zo THIS Agreement is made effective as of the Lday of City of Port Orchard, a municipal corporation, organized under whose address is: #mi!!rt"and between the of Washington, CITY OF PORT ORCHARD, WASHINGTON (hereinafterthe *CITY') 216 Prospect Street Port Orchard, Washington 98366 Contact: MayorRobertPutaansuu Phone: 360.876.4407 Fax: 360.895.9029 and Cut"udiu Con.ulti a corporation, organized under the laws of the State of Washington, doing business at: Cascadia Consulting Group, Inc.(hereinafter the "CONSULTANT') I 109 lst Avenue Suite 400 Seattle, WA 98101 Contact: Christy Shelton Phone: (206) 449-1107 Fax: (206) 343-9819 for personal services in connection with the following Project: Shoreline Master Program Update Support TERMS AND CONDITIONS 1. Services by Consultant. A. The Consultant shall perform the services described in the Scope of Work attached to this Agreement as Exhibit rt A .'r 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. A. The Consultant shall perform the services described in the Scope of Work in accordance with the tasks identified within Exhibit u_ 4_:'and the terms of this Agreement. If delays beyond the Consultant's reasonable control occur, the parties will negotiate in good faith to determine whether an extension is appropriate. B. The Consultant is authorized to proceed with services upon receipt of a written Notice to Proceed City of Port Orchard and Cagcg(ia Consuhing Group, Inc. PublicllorksProjectNo. N \R --,r^'r2il",'ii,:-',;;:;;;;;*#d#,,"",u".OIJ-2-O C:\Usen\christy\AppData\trcal\Micrcsoft\WindosuNetcache\Content.Oud@k\S56JWD0n2020 draft Pereonal Services template.doc.docx Rev 1/2912018 I of 8 4. ! 3. Terms. This Agreement shall commence on April l,2020 ("Commencement Date") and shall terminate August 31,2020 unless extended or terminated in writing as provided herein. The City reserves the right to offer two (2) one-year extensions prior to contract expiration to retain the selected company's services. Compensation. LUMP SUM. Compensation for these services shall be a Lump Sum of$ TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $ 19,500.00 without written authorization and will be based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "_j_." TIME AND MATERIALS. Compensation for these services shall be on a time and materials basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit !OTHER. 5. Payment. A. The Consultant shall maintain time and expense records and provide them to the City monthly after services have been performed, 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 thirfy (30) days of receipt of a proper invoice. If the City objects to all or any portion of any invoice, it shall so notiff 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. C. The 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. 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 Revised Code of Washington (RCW) 51.08.195, as required by law, 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 Title 5l RCW, Industrial Insurance. E. If the services rendered do not meet the requirements of the Agreement, the Consultant will correct or modifu the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. City of Port Orchard and Cascadia Consulting Group, Ittc. ;'!i!i,Y,";ki:x'; ;# -##-,,*, r " D,t e - o t o C:\Use6\christy\AppData\Local\Microsoft\Window\INetCache\Content.Outl@k\S56JWD0T\2020 draft Pereonal Seryices template.doc.docx Rev 1/29/2018 2 of 8 6. Discrimination and Compliance with Laws A. The Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the perforrnance 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. 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 term(s) of this Agreement to the Consultant's business, equipment and personnel engaged in operations covered by this Agreement or accruing out ofthe performance ofsuch operations. C. The Consultant shall obtain a City of Port Orchard business license prior to commencing work pursuant to a written Notice to Proceed. D. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result in ineligibility for further work for the City. 7. 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 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. 8. Suspension and Termination of Agreement A. Termination without cause. This Agreement may be terminated by the City at any time for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for the benefi t of creditors. B. Termination with cause. This Agreement may be terminated upon the default of the Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving written notice of the default. City of Port Orchard and Cascadia Consulting Group, htc. ;ii!:If;:Ii::!T;I:-m *,, N " 0 q a - 2D C:\Users\christy\AppData\tocalwicrcsoft\WindomuNetCache\Content.Outl@k\S56JWD0T\2020 draft Persnal Seruices template.doc.docx FLev l/29/2018 3 of 8 C. Rights Upon Termination. L With or Wthout Cause. Upon termination for any reason, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the 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. The Consultant shall not be entitled to any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work not performed because of such termination. The Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. Upon termination, the City may take over the work and prosecute the same to completion, by contract or otherwise. 2. Default. 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 fully 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 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 ofsuch default. D. Suspension. The City may suspend this Agreement, at its sole discretion. 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. E. Notice of Termination or Suspension. If delivered to the Consultant in person, termination shall be effective immediately upon the Consultant's receipt of the City's written notice or such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the address set forth in Section 15 herein. 9. Standard of Care. The 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 governmental entities. Services provided by the 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. 10. Ownership of Work Product. A. All data, materials, reports, memoranda, and other documents developed under this Agreement whether finished or not shall become the property of the City, shall be forwarded to the City at its request and may be used by the City as it sees fit. Upon termination of this Agreement pursuant to paragraph 8 above, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to City. Any reuse or modification of such documents, reports or other material or work of the Consultant for purposes other than those intended by the Consultant in its scope of services under this Agreement shall be at the City's risk. City of Port Orchard and Ca;cadi-a Consulting Group, Inc. pubtic works proiect No._+!! ., nL f cr C)Personal Services Agreement Contrac! No. v] * + C;\Users\christy\AppData\Local\Micrcsoft\Windore\INetCache\Content Outl@k\S56JWD0T\2020 draft Per$nal SeNices template.doc.docx 4 of8 B. 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 the Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. The Consultant is permitted to disclose any such information only to the extent required by law, subpoena or other court order. 11. 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. 12. Indemnification. The Consultant shall defend, indemniff 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 attomeys' fees, arising out of or resulting from the negligent acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries or damages caused by the sole negligence of the City. 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. The provisions of this section shall survive the expiration or termination of this Agreement. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMLTNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. 13. Insurance. The Consultant shall procure and maintain for the duration of this 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: Automobile Liabilitv 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. City of Port Orchard and Cqcadia Consulting Group. [nc. i:i::.y,:;hi::!T ;Ihw. n*,, N. c va -?A) C:\Users\christy\AppData\Ircal\Microsoft\windows\INetCrche\Content.Outl@k\S56JwD0n2020 draft Permnal Senices template.doc.docx Piev l129/2018 5 of 8 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 0l 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 by endorsement as an additional 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 Liabilitv insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: l. Automobile Liabilitv 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. Workers' Compensation Employer's Liability each accident $1,000,000, Employer's Liability Disease each employee $1,000,000, and Employer's Liability Disease - Policy Limit $1,000,000. 4. Professional Liabilitv 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 tbr Automobile Liability, Professional Liability and Commercial General Liability insurance: 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 parry, except after thirty (30) days prior written notice by certified mail, retum receipt requested, has been given to the City. 3. The City will not waive its right to subrogation against the Consultant. The Consultant's insurance shall be endorsed acknowledging that the City will not waive their right to subrogation. The Consultant's insurance shall be endorsed to waive the right of subrogation against the City, or any self-insurance, or insurance pool coverage maintained by the City. City of Port Orchard and CascaQiq Consulting Group, Inc. Pubtic llorks Project No. l.) lA r-,r /\ -PersonalSemicx Agrrrmeilcili*t No. ( )tJ ZD C:\Uses\christy\AppData\Local\Mcrosoft\WindowVNetCache\Content.Outlook\S56JWDOn2020 draft Personal Sefr ices template.doc.docx Rev l/29l201 8 6 of8 4. If any coverage is written on a "claims made" basis, then a minimum of a three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period provided to the City. 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 The 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. 14. Assigning or Subcontracting. The 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. 15. Notice. Any notices required to be given by the City to the Consultant or by the Consultant to the City shall be in writing and delivered to the parties at the following addresses: CONSULTANT Cascadia Consulting Group, Inc. Attn: Christv Shelton I 109 I st Avenue, Suite 400 Phone: 360.876.4407 Fax: 360.895.9029 Seattle, WA 98101 Phone: eo6\ 449-llo7 Fax: (206)343-9819 16. Resolution of Disputes and Governing Law. A. 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 Mayor, who shall determine the term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency ofthe performance hereunder. B. 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 Mayor's decision on a disputed matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. C. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 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. City of Port Orchard and Cascqd-ia Consulting Group, Inc. i:i::,yf;:*i::!T #: -#F,,*, N " o L{ .} - ?() C:\Users\christy\AppData\Local\Micrcsoff\Windows\INetCache\Conrent.Oml@k\S56JWDin2020 draft Peronal Services template.doc.docx 7 of 8 Robert Putaansuu Mayor 216 Prospect Street Port Orchard, WA 98366 17. General Provisions. A. Non-waiver of Breaqh, The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein iontained in one or more instances, slrall not be construed to be a waiver or relinquishment of said covenants, agreements, or optionsn and the same shatl be in full force and effect. B. Modification. No waiver, alteration, 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. C. Severabilitv. The provisions of this Agreement are dcclared to be severable. If any provision of this Agreement is for any reason held by a court of competent jurisdiction to be irrvalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validiry or constitutionality of any other provision. D. EJttire As,rcertent. The written provisions of tlris Agreement, together with any Exhibits attached heteto, shall supersede all prior verbal staternents 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 wlratsoever, the Agreement or the Agreement documents. The entire agrecm€nt between the parties with respect to the subject matter hereunder is contained in this Agreement and the Exhibits attached hereto, wlrich rnay or may not have been datcd prior to the exccution 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 forlh herein. Should any language in any of the Exhibits to this Agrcement conflict with any language contained in this Agreement, then this Agreement shall prevail. IN WITNESS WHEREOF, the parties have execuled this Agrecment on the day and year set forth above. CITY OF POR'I ORCHARD,CONSTJI-TANT WAS N$By Robert ayor Al"nisT/AU't't-.t CATE: By: llincarson, MMC City Clerk APPROVDD AS.fO FpRM: By €harl ottc Arclrer. City A By Name: Christy Shelton Title : Principal ('it|' of l'ort ()rc'hartl nnl ('ttsttuliu ('r'nsultittg Group, hn. Puhlit'Il/,n'ks ltrojcct No. ${*_ f,( r ..t I'crsorutl Setvices .lgreeueit (lrinlrnc'r No. L -1, J L t) C ttJr.rskhriity\AnpD.b\Lo.nl\Micsson\wid.loMuN-crCr(hc\(:onknr outlmk\S56Jwlxn1020 dbll I'e,sotrdl Scpiccr tcorptuc doc dcr Rcv l/29/2018 8 of I EXHIBITA SCOPE OF WORK Gity of Port Orchard Shoreline Master Program UpdateSupport Project Baclground and Purpose To better understand the sea level rise risks to its downtown core, the City of Port Orchard (the Owner, via Keri Sallee) and Cascadia Consulting Group, lnc. (prime contractor, via Christy Shelton), requested that Herrera Environmental Consultants, lnc. (Herrera) evaluate sea level rise risks to the area and support updates to the City's Shoreline Master Program. The tasks below are expected to lead to the production of the addendum to the City's Best Available Science document that addresses sea level rise risks to Port Orchard's downtown core. The budget estimate for this scope of services includes project, task, and contract management responsibilities (including communication with the City project manager, progress reports, invoicing, schedule, and budget tracking); technicaland editorial quality assurance; and quality control. The primary deliverable that will be completed is described below under Task 2. The timeline assumes a start date of AprilL,2020. Work Tasks & Deliverables Task 1. Kick-off Meeting Background lnformation Review, Project Mgmt. (April) Herrera and Cascadia will participate in a kick-off meeting by phone with the City. Herrera will review information pertainingtothe downtown core, including but not limited to: . City of Port Orchard Best Available Science document o ExistinB Shoreline Master Program o Available historicalaerial photographs and maps o ExistinB LIDAR o 2OL6 General Sewer Plan Update (and associated GIS files) The budget estimate for this task includes project and contract management responsibilities, including communication with the City project manager, progress reports, invoicing, schedule, and budget tracking. Assumptions o The City will transmit to Herrera any documents and data relevant to sea level rise (e.g., survey) and existing shoreline management practices in the City. Coscodia Consulting Group, lnc. P rofessi o n al Se ru i ce Ag reeme nt t Morch 2020 contradt0ljL2: (A Task 2. Addendum to the City's Best Available Science Docum erfi (April-June) Herrera will use the 2018 Washington Sea Level Rise Projections put forth by Washington Sea Grant as the primary guide to determining sea level rise risks to the community. The guidance is probabilistic and flexible in nature. Therefore it is recommended that the City, Cascadia, and Herrera meet to establish what greenhouse gas emissions scenarios and time horizons will be used and discussed for each different environment designation within the City as well as if further revised designations or subdivisions are proposed and/or planned. Herrera willthen summarize its findings in writing as well as provide maps of the risks to each shoreline planning unit in the City, per the agreed upon greenhouse gas emissions scenarios and time horizons. This work will include one meeting in Port Orchard with City staff, Herrera, and Cascadia to determ ine how best to a pply the 2018 Washington guida nce. This meeting will a lso serve to familiarize the projectteam with the area in question. The projectwillalso include one meeting in Port Orchard with the City Council meeting and/or Planning Commission to support City staff. The budget estimate for this task includes technical and editorial quality assurance and quality control. Assumptions o Other coastal hazards (tsunamis, landslides, etc.)will not be included in the addendum. o A modest amount of effort will go to researching and providing updates on primary sea level rise research since the 2018 guidance was published. o This is a desktop exercise. On-site reconnaissance of particular parcels will not be required. o The review process will include one round of review and comment from both Cascadia (for integration with the countywide Resiliency Assessment report) and the City. Deliverable o Draft, revised draft, and final addendum to the City of Port Orchard Best Available Science document. Estimated Total Cost and Timeline Cascadia and Herrera will complete the work of Tasks 1 and 2 for a cost not to exceed Stg,SO0 without prior written authorization. The work is expected to begin by April L,2020, and be completed over approximatelythree months, bythe summer of 2O2O. Coscodia Consulting Group, lnc. P rofess i o n ol Se rv i ce A g reem e n t 2 Morch 2020 contro**dt2- Zt: EXHIBIT B BUDGET Port Orchard SMP Update Cascadia Herrera Environmental Team Member Christy Shelton Mark Ewbank Jeff Parsons Gretchen Kayser Pam Jackowich Amount Billine Rate Szro Szto S230 Srgo Srzg Task 1 Kick-off Meeting Background lnformation Review, Proiect Msfirt 8 0 6 8 0 S4rag 2 Addendum to the Cit/s Best Available Science Document 8 4 40 20 4 Sts,ttz SUBTOTAL (hours)L6 4 46 28 4 Travel and proiect expenses Sreo TOTAT S19,5oo Coscodio Consulting Group, lnc. P rofessi o n al Se N ice Ag reeme nt 3 Morch 2020 contradqld{2--A: