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5022
TERRACON CONSULTANTS, INC.
Inspection Services Park Avenue Plaza Phase 1& Phase
II
Econ Devel
LEG 12-1
4/18/2011
12/31/2011
11/1/2011
Comments: Estimate on Ending Date by Clerk
a a a - u - a
PROFESSIONAL SERVICES AGREEMENT
Terracon Consultants, Inc. for Park Avenue Plaza Phase Ii
The City of Bremerton ("City") and Terracon Consultants, Inc. ("Consultant"), referred
to collectively as the "Parties," enter into the following Agreement for professional services:
I. Seope: The Consultant agrees to perform inspection Services for Park Avenue Plaza
Fhase I remaining and Phase II. The exact testing service shall be as d�rected by the City of
Bremerton Project Manager
II, Term: The City and the Consultant agree that work will begm on the tasks described
immediately upon execution of this Agieennent. The parties agree that the work will be
completed in a timely fashion as directed by the Crty's authorzzed representative.
III. Com�ensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $99,900.00. Consultant's char�es and b�Ils
shall conform to the fee schedule attached hereto as Attachme���d 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 descript�ons shali conform to and fail
within the categocies set out in the Scope of Work and/or Fee Schedule Upon receipt of a
conforming billmg statement, the City shall promptly process payment. HOWEVER, the City
reserves the right to prior�tize scoped work and accelerate andJor delay work tasks as needed to
integrate with Park Avenue Plaza Phase � and the City's schedule
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 modafied pursuant to this
A�reement
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
1V. Relationship of Parties: Consultant represents that it is skilled m the mattec�s addressed
in the Scope of Work and �s performing independent functians and responsibilities withm its
field of expertise. Consultant and its personnel ac�e independent Consultants and not employees
of the City. Consultant and its personnel have na 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, msurance, and unemployment insurance
are available from tk�e City to the employees, agents, representatives, ar sub-Consultants of the
Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of
Consuttant's agents, employees, representatives and sub-Consultants during the performance of
this A�reement The City may, dur�ng the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
Brcmerton/lercacon Consultants, inc
Park Avenue Pla� Phase 11
Pa�e l of b
s. � a - a - n,
As an independent Consultant, Consultant is responsible for rts own management. The
City's administration and enforcement of this Agreement shall not be deemed an exerc�se of
managerial control over Consultant or its personnel
As an �ndependent Consultant, Consultant is responsibie 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 ta State industrial msurance, Business & Occupation, State
professional licensing, and City business Iicensing 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, sn�uries, damages,
losses or suits, arisin� out of or m connection with the performance of this Agreement, except for
that portion of the m3uries and damages caused by the City's negligence.
The City's review or acc�ptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnr�cation
, , in the event of liability for damages arising out of bodily inJury to persons ����
or damages to property caused by or resuiting from the concurrent negligence of the Consultant
and the C�ty, its offieers, officials, employees, agents and volunteers, the Consultant's l�ability
hereunder shall be only to the extent of the Consultant's negligence
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFTCATION PROVIDED HERETN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSUR.ANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUAL,LY NEGOTIATED THIS WAIVER.
The provisions of this sect�on shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and ma.intain 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 Consuitant, its agents,
representatives, employees, sub-consultants or sub-Consultants
Before beginning work on the pro�ect described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidenein�:
1. Automobile Liabilitv insurance with limits no less than $1,000,004 combined single
timit per accident for bodity injury and property dama�e; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single timit per occurrence and general aggre�ate for
persunal injury, bodily injury and property damage. Coverage shall �nclude but not be
B�+emerton/"fer�acon Consuttants, inc
Park Avcnue Pta�� �'hase 11
Pa�e 2 of 6
�a - R � �L
limited to� blanket contractual, products/corr►pteted operations/broad form property
damage, explosion, callapse and underground {XCU) if applicable, and employer's
hability, and
3. Excess Liabelitv insurance wrth limits not less than 1,000,000 limrt per occurrence and
aggregate
4. Professiona! Liabitiiv insurance v�nth limits no Iess than $1,000,000 limrt per
occurrence%laim.
Any payment of deductible or self insured retent�on shalI be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professronal
liability insurance (if required), which may be provided on a"claims-made" basis
The City shall be named as an additional msured on the Commercial General Liability
insuranee 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 insuied shali be
attached to the Cert►ficate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements The City �urthei reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liabil�ty 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 iiability
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 eertified mail, return receipt requested, of
any cancellation, suspension or material change in coverage
The City also reserves its unqualified iight to require at any time and for any ceason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsernents as
evidence of coverage
VII. General Conditions:
A. Reports and Information• When requested by the City, Consultant shall fiu�nish
periodic reports and documents on matters covered by thts Agreement. The reports and
documents shalI be furnished in the time and form requested Cansultant shall maintain
accounting records in accordance with Generally Accepted Accaunting Prine�ples (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
I3remertoniTerracon Consullanls, [nc
Park Avenue Plaz.a Phase (I
Page 3 of 6
,. - .. - ..
information relating to �ts own business If such information is publicly avaiiable 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 Consultant shall make such data, docutnents, and files available to the
City upon zts request at a!1 reasonable times for the purpose of editing, modifying and updating
as necessary until such time as the City is capable of stonng such information in the C�ty's
offices Duplicate cop�es of this information shall be provided to the City upon its request, and
at reasonable cost.
All documents, incIudmg all reports, drawings, specifications, computer software or other
items prepated or furmshed by Consultant pursuant to this Agreement, are instruments of service
with c�espect 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 ail pcecautions 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 sha11 be responsible for any loss
of or damage to materials, tools, or other articies used or hetd for use in connection w�th the
work.
D. Entiie Aereement. This Agreement and its Exhib�ts constitutes the entire a�ieement
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
E Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shatl remarn in full force and effect.
F. Moclification• This Agreement may only be modi�ed by written instrument signed by
both Parties.
G Written Notices All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or lst class mail, or by personal seiv�ce, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreernent
or such other address as may be hereafter specified in writing.
Ctty Address
City of Bremerton
345 Sixth St., Su�te 600
Bremerton, WA 98337
Consultant Address
Terracon Consultants Inc
215 South Sb` St , Su�te 405
TacQma_WA 98409
�
liremenon/1'erracon Consultants, lne
1'ark Avenue Plaza Phase f I
Page 4 of 6
L M A,
H Waiver Fa�Iure to enforce any provision of th�s Agreement shall not be deezned a
waiver of that provision. Waiver af any r►ght or power arismg aut of this A�reement shall not be
deemed waiver of any other � ight or power
I Non-Waiver of Breach. The failure of the City to insist upon strict pet�formance of any
of the covenants and agreements contained herem, or to exerctse any option herein conferred in
one or more instances shall not be construed to be a wa�ver or relinquishznent of said covenants,
agreements or options, and the sanne shalt be and remain in full force and effect
J. Compliance with Laws Consultant shall comply w�th ali applicable Federal, State, and
local laws in performing its obli�ations undei this Agreement
K Choice of Law and Venue This Agreement shall be mterpreted according to the laws
of the State of Washington Any �udicial action to resolve disputes arising out of this Agreement
sha(1 be brought in Kitsap County Superror Court.
L Attorneys' Fees: In the event of litigation to enforce any of the terms or piovisions
herein, each party shall pay all its ow�n costs and attorney's fees
M Assi nment. Any assignment of this agreement by the Contractor without the written
consent of the City shail be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employnnent or services to the
public on the basis of race, coloi, na.tional origin, sex, religion, age, ma►rtal status, disability, or
sexual orientation except for employment act�ons based on bona fide occupational qualtfication.
IX. Termination: This Agreement shall remain in force until completion and accegtance of
the services, terminated by wr�tten instrument upon mutual consent, or by the City of Biemerton
for convenience. This Agreement may be innmediately terminated for cause by a Party if the
other Party substantially fa�ls to perfoi�rn through no fault of the termmating Party. Any Notice
by Consultant shall include a report showing the status of a!t items listed in the Scope of Work
current through the te�m�nation date.
A. Ri�hts Upon Term►nation. In the event of termination, the City shall pay for all
services performed by the Consultant ta the effective date of terminat�on, as described on a final
invoice submitted to the City After termination, the City may take possession of all iecords and
data vinthin the Consultant`s possession pertaimng to th�s project which may be used by the City
without restriction Any such use not related to the pro�ect which Consultant was contracted to
perfozm shall be without liability or legal exposure to the Consultant.
CITY OF BREMERTON CONSULTANT
� ,( ���-�,�. �� ,� 4�-� ; T t
By. Patt nt g j
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Its: Ma o _ its•_d�� � �,�„ �
Date. 4— /�— / Date• 3,��5�Le�
RremertoMerracon Consultants, !nc
Park Avenue Ai�� Phase t[
Page 5 of 5
ATTACHMENT A
Pe�
Rate
Field Engineer $ 85 00/hr
Pro�ect Manager $130.00/hr
Clerical
Trip Charge
$ 50 001hr
$100 00/day
[3remerton/7 errs�con Consaltants, Inc
Pnrk Avenue Plnza Phase I[
Page 6 of 6
�rr�con
ATTACHMENT B
Special Inspections & Construction Materials Testinq
Field Services
Soils Technician
Reinforced Concrete Special Inspector
Reinforced Masonry Special Inspector
Post-tension Special Inspector
Structural Steei Special Inspector
Trip charge (all inclusive trip charge fee)
Laboratory Testing
Compressive strenth of concrete cylinders
Compressive strenth of masonry mortar & grout
Compressive strenth of masonry units
Project Management
Pro�ect Manager
Cierical
Rate
$54 00/hr
$54 00/hr
$54 00/hr
$54 00/hr
$60 00/hr
$100 00/hr
$15/each
$15/each
$95/each
�130/hr
$50/hr
Overtime/Minimum/Rush Charges If required, hours worked on any pro�ect in excess of eight
hours per day, before 7 00 a m or after 5 00 p m, or on weekends, will be charged at 150% of
the regular hourly rate, unless special arrangements are agreed upon in advance Work on
national holidays and Sundays may be charged at an additional premium depending on the
pro�ect A min�mum of four hours will normally be charged per site visit
�� Terracon Consultants, Inc Address City, State Zip
"�� P[000] 000 0000 F[000] 000 0000 terracon com