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HomeMy WebLinkAbout4966 Contract Number. 4966 Vendor PARAMETRIX Sub�ect 6rant Writing Assistance/PRSC Grant Appl Department Engineering File Class LEG 12-1 Begin Date 9/27/2010 End Date 12/31/2010 Review Date 12/1/2010 Vault Date Comments Amendment 1 - 12/21/2010 �� 1� • , CONTRACT MODIFICAT'ION AGREEMENT BETWEEN THE CITY OF BREMERTON AND PARAMETRIX , PROJECT Grant Writmg Assistance CONSULTANT Parametrix DATE November 19, 2010 � THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE Professional Services A�reement titled "Grant Wrrtin� Assistance — 2010 PSRC Grant � AGREEMENT (the "Contract") entered into between the City of Bremerton and Parametrrx on Sentember 27. 2010 All provisions in the Contract shall remam in full force and effect except as expressly modified by this document For valuable consideration and by mutual consent of the parties, the modifications to the Contract are as follows I Section I Scope , is modified as follows See Amended Scope of Work attached as Exhibrt A-1 Section II Term , is modified as follows The Consultant shall complete �� described in this Contract Modification Agreement by December 15 z.� i � Section III Compensation , is modified as follows The origmal contract amount was Fifteen Thousand and 00/100 Dollars ($15,000.00) The City shall pay the Consultant for the additional work described above, based on time and matenals, an amount not to exceed Nine Thousand Five Hundred and 00/100 Dollars ($9,500.00) for a total amended contract amount of Twentv Four Thousand Frve Hundred and 00/100 Dollars ($24,500 00), includmg this Contract Modification II Consultant accepts all requirements of this Contract Modification by endorsing below. Consultant further agrees that this Contract Modification conshtutes full and final settlement � of all of the Consultant's claims for contract time and for all costs of any kind, including without hmitation, costs of delays related to any work either covered or affected by this �' Contract Modification, claims related to on-site or home office overhead, or lost profits This Contract Modification does not hmit the Crty's right to bring a claim for past performance. CONTRACT MODIFICATION 1 Pro�ect Number �r + The undersigned consultant approves the foregoing Contract Modification as to the changes, if any, in the contract price specified for each rtem, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Contract Modification This document will become a supplement of the contract and all provisions will apply hereto It is understood that this Contract Modification shall be effective when approved by the Crty of Bremerton. The parties whose names appear below warrant that they are authorized to enter into a contract modification that is bindmg o�n the parhes of this contract In addition, Consultant warrants that it has or will inform the s�urety of this change, and shall take appropriate action to modify any bonds required under the contract to address this change IN WITNESS WHEREOF, the parhes ]have executed this Contract Modification on the day and year first wrrtten above - C�ty Engmeer / Publ�c Works D�rector approved to process � Inrtials and Date ULTANT THE CITY OF BREMER'TON � By F, �. c�.� I By ,,,,. Its �� M � � � � I Its ' '�---� � DATE ����, �/ ZI ,��1 � DATE lZ�v� Ii� C \Users\webb�oh�AppDataU�ocalVvf�crosoft\Wmdows\Temporary Internet Files\Content Outlook\I4SJON1EV01119_ContractModificahon- Final doc , � � CONTRACT MODIFICATION 2 Pro�ect Number � ;, , , Grant Writing Assistance Exhibit A-1 The following scope of services is for the Contract Modification dated November 22, 2010 for Grant Wnting Assistance The Consultant shall work collaboratively with the City to develop a$3M grant application for the "Downtown Streetscape Promenade and Retail Connector" pro�ect, under EDA Grant Opportunity No EDA10142010EDAP The basis of this application will be the application submitted for PSRC regional prioritization, and will include the following general approach and tasks • Using the PSRC application as a baseline, completion of all required application documents necessary for the complete EDA Grant application • Research and correspondence with the EDA and other agencies as necessary to assure compliance with all CFR's referenced in the ` application • Completion of all Federal Standard Forms documEnting cost, scope and schedule outlined in the application • Research and revision of the existing grant text to ensure compliance of the application for consistency with EDA National Priorities, rather than the PSRC Regional Priorities included in the baseline application • Coordination with the PSRC and local Seattle EDA office for review of the EDA application to ensure advocacy of those two offices on the City's behalf • Research and coordmation with the EDA to maximize a"Higher Investment" (EPA term for reduced local match) for the application Goal is to pursue a zero match requirement, and modify the grant scope to meet the lower match threshold � � �� . PROFESSI�NAL SERVICES AGREEMENT Grant Writmg Ass�stance — 2010 PSRC Grant fhe Crty of Bremerton (`Crty'°) and Parametrix ("Consultant"), referred to collectively as the "Parties," enter mto the follawmg Agreement for professional serv�ces I. Scope. The Consultant agrees to perform the serv�ces more specifically descnbed m the Scope of Work, dated 5eptember 22, 2010, including any attachments thereto, attached hereto as Exhiblt A, wluch is incorporated by reference herem The Scope of Work may be modified only pursuant to Section VII G of thrs Agreement If the Scope of Work provides for unspecified addihonal services such serv�ces sha11 only be performed upon the express written request of the Crty Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the t�me such services are performed II Term• The City and the Cansultant agree tliat work w�ll begin on the tasks described in Exhib�t A�mmediately upon execution of this Agreement The parties agree that the work descrrbed in Exhibit A�s to be eompleted as provided for in the work schedule, provided however, that additional tune shall be granted by the City for excusable delays or extra work as provided for in section IX (A) of ttus agreement III. Compensation. In c,ons�deration of the services provided pursuatit to this Agreement, the City shall pay Consultant m an amount not to exceed $15,000 Consultant's charges and bills shall conform to the fee schedule attached hereto as Eachtbit� and incorparated herein by th�s reference �G''�� The Consultant shal] submit regular bilimg statements detailm� work performed and amount charged on each task �r portion thereof The descript�ans shall conform to and fall withm the categories set out in the Scope of Work andlor Fee Schedule Upon receipt of a conform�ng billing statement, the City shall promptly process payment PROVIDED, HOWEVER, the City reserves #he r�ght to prioritize scoped work and accelerate and/or delay work tasks under the t�me frame set forth in Secrion II herein The Consultant's labor rates and billmg fees sl�all be as delineated in Exhtbit A Consultant shall not perform work beyond the Scope of Worl., nor shall be compensated for such wark, unless tlie Scope of Work or amaunt af compensation is modtfied pursuant to thts Agreement Consultant shall only be compensated for additianal services if requested pursuant to Section I and, �f not otherwise provided, such compensation shall be m accordance v►.ith Exhibit A If a billmg statement does not conform to this Agreement, the City may withhold payment unt�l the statement is brought mto compliance Such withholdmg does not relieve Consultant of rts obligations under this Agreement Bl emerton/Parametrix Grant Writmg Assistance — 2010 PSRC Grant Page 1 af 6 IV. Relat�onsh�n of Parhes: Consultant represents that rt is skilled m the matters addressed 7n the Scope of Work and is performing mdependent functions and responsibilrties within its field of expertise Consultant and rts personnel are mdependent Consultants and not employees of the Crty Consultant and rts personnel have no authonty to bmd the Crty or to control the City's employees and other Consultants None of the benefits provided by the City to its employees, mcludmg, but not limited to, cornpensation, insurance, and unemployment msurance are available ftom the C�ty to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and entirely responsible for rts acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants dur�ng the performance of tlus Agreement The City may, durmg the term of this Agreement, engage other independent Consultants to perform the same or similar work As an independent Consultant, Consultant �s responsible for rts own management The Crty's administration and enforcement of tlus Agreement shall not be deemed an exercise of managet ial control over Consultant or rts personnel As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perfonn its obligations under this Agreement These taxes and fees �nclude but are not hmtted to State industrial msurance, Busmess & Occupat�on, State professional hcensing, and Crty busmess hcensing If any taxes or fees due the Crty have been declared delmquent, the City may withhold the delmquent amount, plus any addirional charges arismg from the delmquency, from any payments due Consultant V Indemmficat�on Consultant shall defend, indemmfy and hold the Crty, its officers, officials, employees, agents and volunteers harmless from any and all claims, in�unes, damages, losses or suits, mcludmg all legal costs and attorney fees, ansing out af or m connection wrth the performance of tlus l�greement, except for that portion of the �nJuries and damages caused by the Crty's sole negligence The City's rev�ew 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 �unsdiction determine that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liabilrty for damages arismg out of bodily iri�ury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the C�ty, its officers, officials, employees, agents and volunteers, the Consultant's liabilrty hereunder shall be only to the extent of the Consultant's negligence IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE iNDEMNII'ICATION 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 termmation of th�s Agreement Bremerton/Parametrix Grant Wrrtmg Assistance — 2010 PSRC Grant Page 2 of 6 VI. Insurance The Consultant shall procure and maintain for the duration of the Agreement insurance against cla�ms for m�unes ta persons or damage to property wluch may anse from or in connechon wzth the performance af the work hereunder by the Cvnsultant, rts agents representatives, ernployees, sub-consultants or sub-Consultants Betare beg�nnmg work on the proJect descnbed �n this Agreement, the Consultant shall provide a Certlficate of Insurance evidencmg 1. Automabile Liabihtv insurance with limits no less than $1,00�,000 combined single limut per accident for bodily m�ury and property damage, and 2. Commercial General Liabtlitv insurance written on an occurrence basis wlth l�mits no less than $1,000,004 combined single limit per occurrence and general aggregate for personal m�ury, bodily in�ury and praperty damage Coverage shall include but not be l�mited to blanket cantractual, productslcompleted operations/broad farm property damage explosion, collapse and underground (XCU� �f appl�cable, and employer's liability, and 3 Excess Liabilit_y msurance with limits not less than 1,000,000 limit per occurrenc,e and aggregate 4 Profess�onal Liabilitv insurance with limits no less than $1,000 hmrt per occurrence/cla�m Any payrnent of deduct�ble or self �nsured retention shall be the sole responstbility of the Consultant All required pohcies shall be provided on an "occurrence" basis except professional hability insurance (if requ�red), which may be provided on a"clauns-made" basis The City shall be named as an additional �nsured on the Commercial General Liability �nsuiance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is ac,ceptable to the C�ty, which naznes the City as an additional msured shall be attached to the Certificate of Insurance The City reserves the nght ta rece�ve a certified copy of all the required msurance palicres and endorsements The Crty further reserves the ri�ht to re�ect any unacceptable pol�cies ancUor endorsements The Consultant's Commerc�al General Liabilrty insurance shall contain a clause stat�ng that coverage shall apply separately to each �nsured against whom claim is made or suit is brought, except with respects to the ]imxts of the msurer's liabilrty The Cansultant's msurance shall be pr�mary insurance as respects the City and the Cyty shall be g�ven thirty (30) days pr�or written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage The City also reserves its unqualified nght to requ�re at any ttme and for any reason, proof of coverage in the form of a dupl�cate of the tnsurance pol�cy with all endarsements as evidence ot coverage BremertonlParametrix Grant Writing Ass�stance — 2014 PSRC Grant Page 3 of 6 ,, , VII. General Cond�tions: A Reports and Information When requested by the City, Consultant shall furnish penod�c reports and documents on matters covered by this Agreement The reports and documents shall be furnished 1n the time and form requested Consultant shall maintain accountmg records m accordance with Generally Accepted Accounting Pnnciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal docurnents, drawings, designs and reports, mcludmg those m electron�c format, developed under this Agreement are the property of the City All wrrtten information submitted by the Crty to the Consultant m connection with the services performed by the Consultant under this Apreement unll be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like informat�on relatmg to rts awn business If such mformahon is publicly available or is already in Consultant's possession or known to rt, or is rightfully obtamed by the Consultant from third partles, Consultant shall bear no responsibil�ty for its d�sclosure, inadvertent or otherwise All data, documents and files created by Consultant under th�s Agreement may be stored at Consultant's office m Bremerton, 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, mod�fymg and updating as necessary until such time as the City is capable of stormg such information m the City's offices Duplicate capies of this information shall be prov�ded to the Crty upon rts request, and at reasonable cost All documents, including all reports, drawmgs, specifications, computer software or other items prepared or furn�shed by Consultant pursuant to this Agreement, are ulstruments of service with respect to the proJect and are the property of the City Any reuse by the City far other than the specific purpose �ntended will be at City's sole nsk C Work Performed at Consultant's Itisk 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 wor� hereunder and shall utilize all protechan necessary tor that purpose All work shall be done at Consultant's own nsk, and Consaltant shall be respansible for any loss of or damage to materials, tools, or other articles used or held far use m connection wrth the work D Place of Work The Consultant shall perform the work authorized under th�s Agreement at its offices m Bremerton, Washington Meetings with the Crty staff as described �n Exhibrt A, Scope of Work, shall take place at the Crty's offices, or at locations mutually agreed upon by the parties E Entire Agreement Th�s Agreement and rts E�ibrts constrtutes the entire agreement between the Partles, and the Parties acknowledge that there are no other agreements, wntten or oral, that have not been set forth m the text of tlus Agreement Brernerton/Parametrix Grant Writing Ass�stance — 2010 PSRC Grant Page 4 of 6 F Severabilrtv Should any part of tlus Agreement be found void, the balance of the Agreement shall remain �n full force and effect G Modification Th�s Agreement may only be mod�fied by written rnstrument signed by both Parties H Wntten Notices All commumcations regarding tlus Agreement shall be sent to the parties at the addresses listed belaw by registered or lst 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 spec�fied �n wrihng Crty Address Consultant Address l 00 Oyster Bay Avenue 4660 Krtsap Way #100 Bremerton WA 98312 Bremerton WA 98312 I Waiver Failure to enforce any prov�sion of tlus Agreement shall not be deemed a waiver of that prov�sion Waiver of any right or power ansing out of this Agreement shall not be deemed waiver of any other right ar power J Non-Waiver of Breach The failure of the City to insist upon stnct performance of any of the covenants and agreements cantained herem, or to exerc7se any ophon herem conferred in onc or mare mstances shall not be construed to be a waiver or relmquishment of satd covenauts, agreements or apttons, and the same shall be and remam in full force and effect K Comphance with Laws Consultant shall comply wrth all applicable Federal, State, and local laws in perforrning �ts oblrgations under this Agreement L Cholce of Law and Venue Tlus Agreement shall be mterpreted accarding to the ]aws �� the State of Washzngton Any Judi�ial action to resolve disputes aris�ng out of tlus Agreement shall be brought ui Krtsap County Superior Court M Attornevs' Fees I�i the event af lrtigation to enforce any of the terms or provisions he�em, each party shall pay all its own costs and attarney's fees N Assignment Any ass�gnment of this agreement by the Contractor wrthout the written consent of the City shall be void VIII Nondiscr�m�nahon• Consultant shall not discrumnate m employment or serv�ces to the publ�c on the basis of race, color, natianal origin, sex, rel�gion, age, mantal status, disability, or sexual onentat�on except for employment act�ons based on bona fide occupational qualificatron IX Termmafion. Thts Agreement shall iema�n �n force until complet�an and acceptance of the services, termulated by written instrument upon mutual consent, or by the Crty of Bremerton for cnnveruence This Agreement may be immed�ately termmated for cause by a Party if the ather Party substantially fa�ls ta perfarni through no fault of the termmating Party, and the nan- BremertonlParametnx Grant Writ�ng Asslstance — 2010 PSRC Grant Page 5 of 6 .� performmg Party does not commence correction of the failure of performance wrthm th�rty (30) days of the terminatmg Party's sending notice to the non-performing Party Any Notice by Consultant shall mclude a report shovcnng the status of all items listed m the Scope of Work current through the termination date If the City receives re�mbursement by any federal, state, or other source for work descnbed in Sect�on I herem, and that fundmg is withdrawn, reduced or luuited m any way, or the pro�ect is cancelled or substantially reduced after the execution date of this Agreement and pnor to the complerion of the work, the Crty may summarily terminate this Agreement A Excusable Delavs The r�ght of Consultant to proceed shall nat be termtnated nor shall Consultant be charged with liquidated damages for any delays m the completion of the work due to 1) any acts of the federal government m controlling, restrict�ng, or requisihorung matenals, equipment, tools, or labor by reason of war, nat�onal defense, or other nahonal emergency, 2) any acts of the City, rts consultants, or other public agenc�es causmg 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, includmg, but not restrtcted to, acts of God, fires, floods, strikes, or weather of unusual seventy PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days m writmg of the cause of the delay If, on the basis af the facts and the terms of this Agreement, the delay 1s properly excusable, the City sha11, m wrrtmg, extend the tune for completing the work for a period of time commensurate wrth the penod of excusable delay B Ri h� ts Upon Term�nation In the event of termmation, the City shall pay for all services performed by the Consultant to the effect�ve date of terminat�on, as described on a final invoice submitted to the City After termmation, the City may take possession of all records and data witlun the Consultant's possession pertairung to this pro�ect which may be used by the City wrthout restnction Any such use not related to the pro�ect wl�ich Consultant was cantracted to perform shall be v�nthout liabil�ty or legal expasure to the Consultant CITY OF BREMERTON CONSULTANT O ✓I ��� � ___ By J o�.+� k�.l�...�-. By `� r�.., �. � rts � H. �,r rt P/'�.t�r�w Date 2.. � _ Date Se �p f t,.,N�' 2"�� ap� � E 12010 PSRC Grant\ContractsiProfess�onalSerncesAgreementForm docm BremertoniParametrix Grant Wr�tmg Assistance — 2010 PSRC Grant Page 6 af 6 Th�s detalls Parametrix scope of work, staffing, deliverables, and fee schedule associated ��th the praposed Downtown Streetscape Promenade and Retasl Connector Pro�ect We will provide support for the grant applicatian from the Puget Sound Regronal Council ("PSRC' ) The actual scope is as directed by the Ctty pro�ect staff on a time and matenals basis Rates will be at a 3 1 multiplier w�th a salary cap of $150/hour A 6% fee will be applied to direct labor to cover all direct expenses The contract amount will not exceed $1 S,OOQ Parametrix will provide m office support for the grant application xncludmg presentation materials, assistance with one public meet�ng, final preparat�on af grant matenals (with pnmary author bemg the City Pro�ect Manager} and assistance m the presentation to the PSRC, including research as required to complete the grant appl�cation by October 8, 2010 All work under this contract should be completed by December 31, 2010 Para�netn� may choose at thely discrehon do donate m-kmd services to tlus efFart �n excess a� extra to this contract �xh�bit A Contract Number Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: � Parametrix Grant Writing Assistance/PRSC Grant Appl Engineering LEG 12-1 9/27/2010 12/31/2010 12/1/2010 � Comments: a �ROFESSIOI�TAL SERVICES AGREEMENT Grant Writing Assistance — 2010 PS12C Grant The City of Bremerton ("City") and Parametrix ("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 September 22, 2010, 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 tlie 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 as provided for in the work schedule; 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 $15,000. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit fC_� incorporated herein by this reference. �� �� The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. 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 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'tfiis 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 A. 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/Parametrix Grant Writing Assistance — 2010 PSRC Grant Page 1 of 6 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 lienefits 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 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 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/Parametrix Grant Writing Assistance — 2010 PSRC Grant 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 Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property 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 Liability 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 reser�es 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/Parametrix Grant Writing Assistance — 2010 PSRC Grant 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 Bremerton, 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 its offices in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire A�reement: 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/Parametrix Grant Writing Assistance — 2010 PSRC Grant Page 4 of 6 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. City Address 100 Oyster Bay Avenue Bremerton WA 98312 Consultant Address 4660 Kitsap Way # 100 Bremerton WA 98312 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 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. 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�nment: 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 other Party substantially fails to perform through no fault of the terminating Party, and the non- Bremerton/Parametrix Grant Writing Assistance — 2010 PSRC Grant Page 5 of 6 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 Delays: 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 ng ts 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 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 CONSULTANT � By: � o� ��.(� � 1tS:_ � � s- t. / Date: 2. � � By: � r��n � • � � lts: P/�� y c� �a Date: S� f t,., d�� 27� ao� ° E;�2010 PSRC Grant\Contracts�ProfessionalServicesAgreementForm.docm Bremerton/Parametrix Grant Writing Assistance — 2010 PSRC Grant Page 6 of 6 This details Parametrix scope of work, staffing, deliverables, and fee schedule associated with the proposed Downtown Streetscape Promenade and Retail Connector Project. We will provide support for the grant application from the Puget Sound Regional Council ("PSRC"). The actual scope is as directed by the City project staff on a time and materials basis. Rates will be at a 3.1 multiplier with a salary cap of $150/hour. A 6% fee will be applied to direct labor to cover all direct expenses. The contract amount will not exceed $15,000. Parametrix will provide in office support for the grant application including presentation materials, assistance with one public meeting, final preparation of grant materials (with primary author being the City Project Manager) and assistance in the presentation to the PSRC, including research as required to complete the grant application by October 8, 2010. All work under this contract should be completed by December 31, 2010. Parametrix may choose at their discretion do donate in-kind services to this effort in excess or extra to this contract. Exhibit A