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4875
CULTURAL RESOURCE CONSULTANTS INC
Consultant - Gorst UGA Sewerage Project #5304 & 5305
Engineering
LEG 12-1
01/21/2010
11/Ol/2010
09/Ol/2010
Comments: Task completion with completion of Gorst sewer project
PROFESSIONAL SERVICES AGREEMENT
Gorst UGA Sewerage
Project #5304 and 5305
The City of Bremerton ("City") and Cultural Resource Consultants, Inc. ("Consultant"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated November 9 t ", 2009, including any attachments thereto , attached hereto as
Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only
pursuant to Section VII.G. of this Agreement. If the Scope of Work provides for unspecified
additional services 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 upon commencement of work by the City's Contractor to construct the Gorst
Sewerage project. Completion of the tasks will be with completion of the Gorst Sewerage
project, currently anticipated to be finished by November l 2010.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed Fifteen Thousand and Four Hundred
Dollars ($15,400.00). 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 statements detailing work performed and
amount charged on each task or portion thereo£ The descriptions shall conform to and fall
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit B.
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. Consultant shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit B.
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.
Bremerton/Cultural Resource Consultants, Inc.
Gorst Sewerage Project
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IV. Relationship of Parties: Consultant represents that it 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 Consultants 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 Consultants. 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. Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents, employees, representatives and sub-Consultants during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
Ciry's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, 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, Business & Occupation, 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 from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the 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 provisions of this section shall survive the expiration or termination of this Agreement.
Bremerton/Cultural Resource Consultants, Inc.
Gorst Sewerage Project
Page 2 of 6
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-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and properiy damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence/claim.
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 may 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 an
endorsement that is acceptable to the City, which names the City as an 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 and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
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 Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
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.
Bremerton/Cultura! Resource Consultants, Inc.
Gorst Sewerage Project
Page 3 of 6
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant 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. Consultant 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, including those in electronic format, developed under this Agreement are 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, or is rightfully obtained by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Bellevue, Washington. Consultant 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.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Work Performed at Consultant's Risk: 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 Consultant's own risk, and Consultant 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. �
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at the project job site in Gorst, Washington, other than reports and documentation
which may be completed at the Consultant's offices in Bainbridge Island, Washington. Meetings
with the City staff shall take place at the project job site, or at locations mutually agreed upon by
the parties.
E. 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.
Bremerton/Cultural Resource Consultants, Inc.
Gorst Sewerage Project
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F. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, 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.
Citv Address
Ciiy of Bremerton
3027 Oympus Drive
Bremerton, WA 98310
Consultant Address
Cultural Resource Consultants, Inc.
PO Box 10668
Bainbridge Island, WA 98110
I. 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.
J. 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 sha11 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.
K. Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
L. 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.
M. Attornevs' 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.
N. Assi� ent: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or
sexual orientation except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
Bremerton/Cultural Resource Consultants, lnc
Gorst Sewerage Project
Page 5 of 6
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 thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
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.
A. Excusable Dela� The right of Consultant to proceed shall not be terminated nor shall
Consultant 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 Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant 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. Ri h� ts Unon 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
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.
CITY OF BREMERTON
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1 By: Phil Williams
its: Director of Public Works and Utilities
Date:
Approv form:
. /
Br erton ty Attorney
R•\LEGAL\Contracts\FORMS\Professional Services Agreement Form (2003).doc
13remerton/Cultural Resource Consultants, /nc.
Gorst Sewerage Project
Page 6 of 6
CONSULTANT
_`, ,
By: Glenn D. H mann
its: President/Principal Investi ator
Date: 09 December 09
Attest:
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City Cl k
C:t,ilt��►���I K��sc�t�r�c:F� C"��r��t��lt�ints, Ir�c:.
EXHIBlT A
PROJECT SCOPE AND FEE AGREEMENT
CLIENT:
PROJECT:
LOCATION:
ANTICIPATED PROJECT DATES:
City of Bremerton
Gorst Sewer Replacement Monitoring
Gorst, Washington
January — September 2010
City of Bremerton is reyuesting archaeological monitoring during the Gorst Sewerage Project. This
project plans to install a sewer collection system in the Gorst Urban Growth Area. This will be a low
pressure and gravity collection system with 2 pump stations. It connects to the recently completed sewer
main for the City of Bremerton. The collection system is located within the County and WSDOT right of
way in its entirety. Laterals will connect up the private residences and commercial properties and there
will be about 93 connections. Cultural Resource Consultants, Inc. (CRC) will provide the following
project components as part of this archaeological monitoring.
Archaeological Monitoring Plan: CRC has prepared an archaeological monitoring plan for this project.
Field Monitoring: CRC will provide archaeological monitoring, with 2-weeks notice of preliminary
schedule and 72-hours notice of actual schedule, during construction excavation for identification of
archaeological and historical resources.
Archaeological Monitoring Technical Memorandum: CRC will prepare a technical memorandum
describing field monitoring results of investigations and management recommendations.
Pro,�ect Schedule: CRC will monitor during construction and, as requested, with 72 hours notice. A final
report will be submitted within 30 days of completion of archaeological monitoring.
CRC will require a minimum of 2-weeks notice prior to beginning of monitoring. CRC will monitor
during construction activities, as requested. If project schedules change, CRC requests 48 hours notice
for scheduling modifications. A technical memo will be submitted within 20 days of monitoring
completion.
Assumptions: If extensive archaeological deposits are encountered or if additional shovel test probes are
warranted within the project area it may be necessary to modify this agreement to accommodate
additional investigations for purposes of site identification.
Because of recent changes in Washington State law, if human remains are found within the project area,
all CRC field investigations will cease immediately, proper authorities will be notified and CRC will not
resume field investigations until applicable state laws are addressed.
PO BOX 10668, BAINBRIDGE ISLAND, WA 98110
Pt-iONE 206.855.9020 - info@crcwa com
Subconsultant Fee Determination - Summary Sheet
EXHIBIT B
Project: Gorst Sewer Replacement Monitoring
CRC #: 0910F City of Bremerton
Direct Labor Cost
Classifications Labor Hours x
Principal Investigator 5.0
Project Archaeologist I 0.0
Project Archaeologist II 196.0
Project Archaeologist III 0.0
Field Archaeologist 0.0
Project Historian 0.0
Office Manager 5.0
Office Assistant 0.0
206.0
Rate =
$
$
$
$
$
$
�
$
57.00
31.50
30.00
28.50
19.00
29.00
28.50
16.00
Overhead (OH Cost -- including Salary Additives):
OH Rate x DLC of: 110% %x$ $ 6 ,307.50
Fixed Fee (FF):
FF Rate x DLC of:
Reimbursables:
Photo & Graphic Supplies
Lodging:
Per Diem :
Mileage:
Cost
$ 285.00
$ '
$ 5,880.00
$ -
$ -
$ -
$ 142.50
$ '
$ 6,307.50
$ 6,938.25
20.00% %x$ $ 6,307.50 $ 1,261.50
Grand Total:
Prepared by: Teresa Peterson, Office Manager
DOT Form 140-089 EF Exhibit G-1
Date:
$ 75.00
$ -
$ -
$ 817.75
$ 892.75
$ 15,400.00
23-Oct-09