HomeMy WebLinkAboutContract CAG-17-180
CITY OF
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AGREEMENT FOR CITY OF RENTON MUNICIPAL AIRPORT
SEAPLANE BASE
THIS AGREEMENT, dated August 31st, 2017, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Global Diving & Salvage, Inc. ("Consultant"). The City
and the Consultant are referred to collectively in this Agreement as the "Parties." Once fully
executed by the Parties,this Agreement is effective as of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide diving (inspection/video) operation on
Seaplane base foundation as specified in Exhibit A, which is attached and incorporated
herein and may hereinafter be referred to as the "Work."
2. Chan�es in Scope of Work: The City, without invalidating this Agreement, may orde�
changes to the Work consisting of additions,deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing, and the Compensation shatl be
equitably adjusted as mutually agreed by the Parties.
3. Time of Performance: Consultant shall perform all Work by no later than October 30TH,
2017.
4. Comqensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed$2,495.00,plus any applicable state and local sales taxes.
The Consultant agrees that any hourly or flat �ate charged by it for its Work shall
remain locked at the negotiated rate(s) unless otherwise agreed to in writing. Except
as specificallyprovided herein,the Consultant shall be solelyresponsible for payment
of any taxes imposed as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed,the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate fo�
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant's performance does not meet the requirements
of this Agreement, the Consuftant will correct or modify its performance to comply
with the Agreement.The City rnay withhold payment for work that daes nat meet the
requirements of this Agreement.
C. Effect of Pavment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consuftant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allacated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty ar expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10)calendar days' notice to the Consultant in writing.ln the event
af such termination or suspension,all finished or unfinished documents,data,studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City,the Consultant shalE be entitled
to payment for all hours worked to the effective date of terminatian, less all payments
previously made. If the Agreement is terminated by the City after partial perfarmance
of Work for which the agreed compensation is a fixec! fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shali be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done follawing the effective date of
termination unless authorized in advance in writing by the City.
fi. Warranties And Ri�ht To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professianal and
workmanlike manner and in accordance with a!I reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable,perfarming the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bride and Municipal Constructionj. Professiona! engineers 5hall
certify engineering plans, specifications, plats, and reports, as appficable, pursuant to
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RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shail be the original work
af the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license ta use, reproduce, distribute, adapt, rnodify, and
display all final work product produced pursuant to this Agreement. The City's ar other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisians af this sectian
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
perfarmance of this Agreement and retain such records for as Eong as may be required by
applicable Washington State records retentian faws, but in any event no less than six
years after the termination of this Agreement. The Cansultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shalM survive the expiration or
termination of this Agreement.
8. Pubtic Recards Compliance: To the full extent the City determines necessary ta comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of all records in its possession or cantrol relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos,or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected fram disclasure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City fo� all costs, including attarneys' fees, attendant to any claim
or litigation related to a Public Records Act request far which Consultant has responsive
recards and for which Consultant has withheld records or infarmation contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are pratected by court order.The p�ovisians of this section
shall survive the expiration or termination of this Agreement.
4. IndeQendent Cont�actor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relatianship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee.The Cansultant, not the City,shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Wark or where scheduling of
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attendance or performance is mutuaily arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consuf#ant shall be entitled to ernploy other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any cantract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall nat be responsible for withhaldrng ar otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Prograrn,or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consultant agrees to not+fy the City and compiete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain thraugh the Consultant's failure to da so.
I0. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, iiabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City's sole negligence.
Should a court of cornpetent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against iiability for negligence relative to
construction,alteratian,improvement,etc.,of structure or improvement attached to real
estate...)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 cancurrent negligence of the
Consultant and the City, its officers, officials, employees and vofunteers, Consultant's
liability shall be only to the extent of ConsultanYs negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, salely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The pravisions of this section shall
survive the expiration or termination of this Agreement.
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11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prahibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor fram any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close famiiy relationship with any City officer or employee who was,
is, or will be invalved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's perFormance of the Wark.
12. Citv of Renton Business License: The Consultant shall obtain a City of Renton Business
l.icense prior to performing any Wark and maintain the business license in good standing
throughaut the term of this agreement wiCh the City.
Information regarding acquiring a city business license can be found at:
http:J�r�r�tr�nt^,��.�uv�k�t.�sir��s�lcief�ult,as�x?ic�=5�8�rt�id=32�.
Information regarding State business Micensing requirements can be found at:
�1�� t�C1C,;t1��.'�C?V"/CC3!"1�{?Cl� C�f11C1��?l.l5it1#m?S"1_Cc�`?#`_,C�'`t11�'�`)USI(1E'SS�
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13. Insurance: Cansultant shall secure ar�d maintain:
A. Commercial general liability insurance in the minimum amounts of $1,00O,OOd for
each occurrence/$2,OOd,400 aggregate for the Term of this Agreement.
B. In the event that Work del'rvered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errars and
Omissions coverage shall be p�ovided with rninimum limits of $1,000,000 per
occurrence, "Professional Services", for the pu�pose of this section, shal! mean any
Work provided by a licensed professional or Work that requires a prafessional
standard of care.
C. Workers' compensation coverage, as required by the lndustrial Insurance laws of the
State of Washington, shall also be secured.
D. Cornmercial Automobiie Liability for owned, leased,hired or non-owned, leased,hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond narmal commutes.
E. Consultant shall name the City as an Additional Insured on its cammercial general
liability policy on a non-contributary primary basis.The City's insurance policies shalf
nat be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
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Consultant to the coverage pravided by such insurance or otherwise limit the City's
recourse to any�emedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shali be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
14. Delavs: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyand the Consultant's reasonabfe
contral occur,the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement withaut the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party},and given personally, by registered or certified mail, return receipt
requested,by facsimile or by nationally recognized overnight caurier service.Time period
for notices shall be deerned to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purpases of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON CONSULTANT
Kamran Yazdidoost Alex Hess
616 W Perimeter Road Unit A 384Q W Marginal Way SW
Renton, WA 98057 Seattle, WA 98106
Phone: (425)430-7473 Phone: (206) 623-0621
kyazdidoost@rentonwa.gov ahess@gdiving.com
17. Discrimination Prohibited: Except to the extent permitted by a bana fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and CansultanYs agents, employees, representatives, and volunteers
with regard to the Work performed or ta be performed under this Agreement, shall
not discriminate an the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
pravisions), honorably discharged veteran or military status, or the presence of any
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sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relatianship to hiring and employment, in employment or application
far employment, the administration of the delivery af Work or any ather benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are ernployed and
that ernployees are treated during employment without regard to their race, creed,
calor, national origin, sex, age, sexual orientation, physical, sensory ar mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employrnent, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other farms of campensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible ta be aware of and in campliance with a!f federal, state
and locai laws and regulations that may affect the satisfactory campletion of the
project, which incfuctes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964,and wiil comply with City of Renton
Council Reso{ution Number 4085.
18, {Vliscellaneaus:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant wili not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shail furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special t�aining, licensing, or certification is required fo� Consultant to
provide Work heJshe will acquire or maintain such at his{her own expense and, if
Consultant employs, sub-contracts,or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractar/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, inc{uding, but not Iimited to
health insurance.
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G. Consultant is responsible for his/her own Worker's Campensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuais are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Mana�ement. The City's praject manager is Kamran
Yazdidoost. In providing Wark, Consultant shall coordinate with the City's contract
manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. Ta the extent a Consultant
prepared exhibit conflicts with the terms in the body af this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
bady of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governin� Law. This Agreement shall be made in and shali be governed by and
interpreted in accordance with the laws of the 5tate of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftin� Effort.This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall nat be construed against one party or the
ather as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue.Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional lustice
Center in Kent, King County, Washington, or its replacement or successor.
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H. Severabilitv. A court of competent jurisdiction's determinatian that any provision or
part of this Agreement is iilegal or unenforceable shall nat cancel ar invalidate the
remainder of this Agreement, which shall remain in full force and effect.
L Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral ar written, not
incorporated are excluded.
1. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Cansultant's performance of
this Agreement.
K. Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nar shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and na one else.
L. Bindin� Effect. The Parties each bind themselves, their partners, successors, assigns,
and legai representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers.All waivers shall be in writing and signed by the waiving party. Either party's
failure ta enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision af this Agreement in the future. Waiver of breach of any provision of this
Agreernent shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an origina{, and all af which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
By: gy:
Gregg Zi r n (dJL. �� 6/V
Public Wor s dministrator Principal n�,fp,/�/�
Page 9 ot 10 ' �� �
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Pro osa I dated 8 4 2017
p
i n �he a mou nt of
2 495 .00
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GL�BAL
Diving&Salvage,inc.
Quote: D17-132
Aug.4, 2017
City of Renton
Attn: Kamran Yazdidoost
Re: Seaplane Ramp Base Inspection
Global Diving and Salvage,Inc, is pleased to provide the follawing pricing for a dive inspectian of the submerged ramp
supports at the City af Renton Seaplane ramp. !t is anticipated that this work can be aceomplished in a single 4 hour
period onsite. Dive team consists of a diver,standby-diver, and tender in accordance with ADCI consensus standards and
USCG and OSHA regulation. Diving operations will be conducted from shore using a truck-based dive station. Maximum
anticipated depth is 10 feet. Prevailing wages have been taken inta account. Deliverables include video and report.
Tatal Price .............................................$2,495.00
........--..........................................................••--•--•
Price includes surface supplied dive gear,underwater video,truck and hand tools. Pricing is based on straight-time shifts
between 0700 and 1500, Monday to Friday and includes mobilization and demobilization.Additional services or
equipment requested will be billed at current GDS tariff rates or cost+20%far third-party items.Price does not include
tax,if applicable.
All diving work will meet or exteed all National and local regulations with regard to praper manning and equipment to
perform the proposed work.Alf diving will be conducted with surface supplied, fine-tended gear.All diving will conform
to Association of Diving Contractors Internationa) (ADCI)standards for commercial diving.
Thank you for the opportunity to provide pricing for this project. Feel free to cantact me at the below listed numbers if
you have any questions.
Respectfully Submitted,
�
, �f��.�.
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Alex Hess
Dive Operotions Martager
410-241-3682 cell
ahess@gdiving.com
3840 W Marginal Way SW • Seattle,WA 98106 • www.gdiving.cam • 24hr:(206)623-0621 • Fax: (206)932-9036
� Association of "�"� The Associated � � �s
Diving Co�tractors ��5 General Contracto�s American Salvage � �,�� '�(�►/�
tntemational 3 s '� of America *' Association �p„Q�� vf�
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