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Contract Number 4317
,Vendor Name LARSON ANTHROPOLOGICAL ARCHAEOLOGICAL SERVICES LTD
=Subject SEWAGE PUMP STATION EB-2 2002 MODIFICATIONS
=Department ENGINEERING
=Status Code PRO
Amount $15098.57
Begin Date 01/07/2003
Insurance End Date 10/31/2003
Type Amount Review Date 02/15/2006
AL $1000000.00
E&O $1000000,00
Insurance Total $2000000.00
Insurance Review Date 12/01/2003
+
~ Comments AL EXP 12/03
VAULT 01/01/2006
+
PROFESSIONAL SERVICES AGREEMENT
City of Bremerton - Sewage Pump Station EB-2 2002 Modifications
City of Bremerton Project Number 526
The City of Bremerton ("City") and ~
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement fo
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated ~m~wt~tw Z~-, 20~,, including any addenda thereto as of the effective
date of this Agreement, attached hereto as Exhibit A, which is incorporated herein by this
reference as if fully set forth. The Scope of Work may be modified only pursuant to Section
VII.H. of this Agreement. If the Scope of Work provides for unspecified additional services the
City may request that such services shall only be performed upon the express written request of
the City. Consultant further represents that the services furnished under this Agreement will be
performed in accordance with generally accepted professional practices in effect at the time such
services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed within 2~t> calendar days of the execution of
this Agreement; provided however, that additional time shall be granted by the City for
excusable delays or extra work as provided for in section IX (A) of this agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed.-~tS, Oq'~.~q- . Consultant's charges and
bills shall conform to the fee schedule attached hereto as Exhibit B and incorporated herein by
this reference.
The Consultant shall submit regular billing statemems describing services rendered and
the amount charged for each service. The descriptions shall conform to and fall within the
categories set out in the Scope of Work. Upon receipt of a conforming billing statement, the
City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to
direct the Consultant's compensated services under the time frame set forth in Section II heroin
before reaching the maximum amount. The Consultant's bill rates shall be as delineated in
Exhibit A.
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement. Additional services shall be compensated for only if requested pursuant to Section I
and shall be compensated as set out in the request or, if the request does not so provide, as set out
in the attached fee schedule.
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If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
IV. Relationship of Parties: Consultant is skilled in the matters addressed in the Scope of
Work and is performing independent functions and responsibilities within its field of expertise.
Consultant and its personnel are independent contractors and not employees of the City.
Consultant and its personnel have no authority to bind the City or to control the City's employees
and other contractors. 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-contractors of the Consultant. Consultant
will be solely and entirely responsible for its acts and for the acts of Consultant's agents,
employees, representatives and sub-contractors 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.
As an independent contractor, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent contractor, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, B&O, State professional licensing, and
City business licensing. If any taxes or fees due the City have been declared delinquent, the City
may withhold the delinquent amount, plus any additional charges arising from the delinquency,
from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless fi'om any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
Consultant's performance of this Agreement, except for that portion of the injuries and damages
caused by the City's sole negligence.
The City's inspection or acceptance of any of 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 CONTRACTOR'S
WAiVER OF IMMUNITY UNDER iNDUSTRIAL iNSURANCE, TITLE 51 RCW, SOLELY
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FOR THE PURPOSES OF THIS iNDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. 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, employees, sub-consultants or sub-contractors.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
4. Professional LiabilitT insurance with limits no less than $1,000,000 limit per
occurrence.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which shall be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of
Insurance. The City reserves the right to receive a certified copy of all the required insurance
policies.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Contractor's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mall, return receipt requested, of
any cancellation, suspension or material change in coverage.
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The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Contractor shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Contractor shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. 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 Contractor in connection with the
services performed by the Contractor under this Agreement will be safeguarded by the
Contractor to at least the same extent as the Contractor safeguards like information relating to its
own business. If such information is publicly available or is already in Contractor's possession
or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear
no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Contractor under this Agreement may be stored
at Contractor's office in 6~ 14--~,~r , Washington. Contractor shall make such data,
documents, and files available to the City upon its request at all reasonable times for the purpose
of editing, modifying and updating as necessary until such time as the City is capable of storing
such information in the City's offices. Duplicate copies of this information shall be provided to
the City upon its request, and at reasonable cost.
Any use or reuse of the documents, data and files created by Contractor for the City on
this project by anyone other than Contractor on any other project shall be without liability or
legal exposure to Contractor.
C. Contractor to Maintain Records to Support Independent Contractor Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal Revenue Service for the type of
business Contractor conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Contractor's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Contractor under this Agreement shall not give rise to an
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employer-employee relationship between the parties which is subject to RCW
Title 51, Industrial Insurance.
D. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the
work.
E. Place of Work: The Contractor shall perform the work authorized under this
Agreement at its offices in ~ ~ , Washington. Meetings with the City staff as
described in Exhibit A, Scope otY Work, shall take place at the City's offices at 239 Fourth Street,
Bremerton, Washington, or at locations mutually agreed upon by the parties.
F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or
oral, that have not been set forth in the text of this Agreement.
G. Severabilit¥: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below, unless notified to the contrary. 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 in this Agreement
or such other address as may be hereafter specified in writing.
City Address Contractor Address
J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
K. 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.
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L. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
N. Attomeys' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney's fees.
VIII. Nondiscrimination: Contractor shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement may be terminated, at will, by either Party upon 30 days'
notice to the other Party. This Agreement may be immediately terminated for cause by a Party if
the other Party substantially fails to perform through no fault of the terminating Party, and the
non-performing Party does not commence correction of the failure of performance within five
days of the terminating Party's sending notice to the non-performing Party.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Contractor's receipt of the written notice by certified mail.
A. Excusable Delays: The right of Contractor to proceed shall not be terminated nor shall
Contractor be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity; and (4) negotiated
and executed supplemental agreements between the City and Contractor for Contractor to
perform extra work defined as tasks not included in the Scope of Work referenced as Exhibit A.
PROVIDED, HOWEVER, that the Contractor must promptly notify the City within ten (10)
calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of
this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for
completing the work for a period of time commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data within the Consultant's possession pertaining to this project which may be used by the City
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without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant. Upon termination the City
will be entitled to reports showing the status of all items listed in the Scope of Work current
through the termination date.
CITY OF BREMERTON CONTRACTOR
its:~ its: ~
Approved ~ to fo~:
By: ,~,~ N~
Bremerton/Larson Anthropological Archaeological Services Limited
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EXHIBIT A
SCOPE OF WORK
CITY OF BREMERTON
Archaeological Monitoring
City of Bremerton EB-2 Pump Station Modifications
November 22, 2002
Task 1. Preconstruction Meeting. A LAAS Principal Investigator and the monitoring archaeologist will
attend a preconstrucfion meeting to discuss protocols, to introduce the archaeologist to the construction
contractor and City of Bremerton inspectors, to identify the chain of command, and to explain procedures
for inadvertent discoveries.
Task 2. Archaeological Monitoring. Archaeological monitoring will be conducted for the City of
Bremerton's EB-2 Pump Station Modification Project in accordance with the Contract Documents. The
archaeologist will coordinate with the City of Bremerton personnel and the construction contractor to
identify dates for monitoring, to determine acceptable protocols on-site, and the archeologist will keep
daily notes to document his or her observations. Monitoring will be discontinued it'assumptions
regarding probability change once the archaeologist is able to observe subsurface soils. The archaeologist
will cease monitoring once the excavation has reached a level below native soils where archaeological
deposits would be expected to occur.
Task 3. Letter Report Preparation. A letter report of findings will be prepared for submission to the City
of Bremerton, Office of Archaeology and Historic Preservation, and the Suquamish Tribe that documents
monitoring methods and results with accompanying figures and photos of stratigraphy.
EXHIBIT B
COST ESTIMATE
Larson Anthropological CLIENT:
Archaeological Services Limited City of Bremerton 10-Dec-02
7700 Pioneer Way, Suite 101 Public Works and Utilities
Gig Harbor, WA 98351 3027 Olympus Drive
Bremerton, WA 98310
Project:City of Bremerton EB-2 Pump Station Modifictions Archaeological Monitoring
1. Labor Costs
Name Direct Rate Hours Labor Cost
Task 1 :Preconstruction meeting
Principal Investigator $43.27 4.00 $173.08
Archaeological Monitor $18.40 4.00 $73.60
Total Task 1 8.00 $246.68
Task 1: Archaeological Monitoring
Principal Investigator $43.27 16.00 $692.32
Archaeological Monitor $18.40 270.00 $4,968.00
Total Task 2 286.00 $5,660.32
Task 3:Monitoring Report Preparation
Principal Investigator $43.27 4.00 $173.08
Archaeological Monitor $18.40 32.00 $588.80
Graphics/Word processing $16.39 8.00 $131.12
Total Task 3 44.00 $893.00
TOTAL LABOR COSTS $6~800.00
Indirect Charges
Overhead ~ 88% $5,984.00
2. Fixed Fee
12% Direct Labor and Overhead $1,345.57
3. Direct Costs
Mileage, 2000 mi. ~ $.365/mi. $730.00
Correspondence-Telephone and postage $25.00
Maps and supplies $25.00
Film; processing; slide development $100.00
Photocopy $25.00
City of Bremerton Business license and taxes $64.00
Subtotal Direct Costs $969.00
4. TOTAL COST $15,098.57