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5026
AES CONSULTANTS, INC.
Oyster Bay Remodel/4474
Public Works
LEG 12-1
5/19/2011
6/30/2011
6/30/2011
Vault Date:
Comments :
PROFESSIONAL SERVICES AGREEMENT
[Oyster Bay Remodel / 4474]
The City of Bremerton ("City") and AES Consultants, In� ("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 descnbed in the
Scope of Work, dated May 18, 2011, includmg any attachments thereto , attached hereto as
Exhibit A, wluch is incorporated by reference herem 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 wntten request of the
Crty Consultant further represents that the services furrushed under this Agreement will be
performed in accordance with generally accepted professional practices m effect at the time such
services are performed
II. Term: The City and the Consultant agree that work will begm on the tasks descnbed m
Exhibrt A immediately upon execution of this Agreement The parties agree that the work
descnbed in Exhibrt A is to be completed by June 3, 2011; provided however; that addrtional
time shall be granted by the Crty 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 tlus Agreement, the
Crty shall pay Consultant m an amount not to exceed $3,500.00 Consultant's charges and bills
shall conform to the fee schedule attached hereto as E�ibit B and incorporated herein by tlus
reference
The Consultant shall submrt a billmg statement detailing work performed and amount
charged on each task or portion thereof The descriptions sha11 conform to and fall within the
categories set out m the Scope of Work and/or Fee Schedule Upon receipt of a conformmg
billmg statement, the City shall promptly process payment PROVIDED, HOWEVER, the City
reserves the nght to pnontize scoped work and accelerate and/or delay work tasks under the time
frame set forth in Section II herem The Consultant's labor rates and billing fees shall be as
delineated m Exhibrt 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 tlus
Agreement Consultant shall only be compensated for addrtional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit B
If a billmg statement does not conform to this Agreement, the Crty may wrthhold
payment until the statement is brought mto compliance. Such wrthholdmg does not relieve
Consultant of its obligations under this Agreement
Bremertora/AES Consultants, Inc
Ovster Bav Remodel
Page 1 of 8
IV. Relationslup of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing mdependent functions and responsibilrties witlun rts
field of expertise Consultant and its personnel are independent Consultants and not employees
of the City Consultant and its personnel have no authonty 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, mcludmg, but not limited to, compensahon, msurance, and unemployment insurance
are available from the Crty 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
tlus Agreement T'he City may, dunng the term of this Agreement, engage other mdependent
Consultants to perform the same or similar work
As an independent Consultant, Consultant is responsible for rts own management The
Crty's admirustration and enforcement of this Agreement shall not be deemed an exercise of
managenal control over Consultant or rts personnel
As an mdependent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform rts obligations under tlus Agreement. These taxes and fees
include but are not limrted to State industnal insurance, Busmess & Occupation, State
professional licensmg, and Crty busmess licensing If any taxes or fees due the Crty have been
declared delinquent, the City may wrthhold the delmquent amount, plus any additional charges
ansing from the delmquency, from any payments due Consultant
V. Indemnification: Consultant shall defend, indemrufy and hold the Crty, its officers,
officials, employees, agents and volunteers harmless from any and all claims, m�uries, damages,
losses or suits, mcludmg a111ega1 costs and attorney fees, arismg out of or m connection with the
performance of this Agreement, except for that portion of the inJunes and damages caused by the
City's sole negligence
The Crty's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of mdemnification.
Should a court of competent �unsdiction determine that tlus Agreement is sub�ect to
RCW 4 24 115, then, in the event of liabilrty for damages arising out of bodily in�ury to persons
or damages to property caused by or resultmg from the concurrent negligence of the Consultant
and the Crty, 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
WANER 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 tlus Agreement
Bremerton/AES Consultants, Inc
ster Bay Remodel
Page 2 of 8
VI. Insurance: The Consultant shall procure and maintam for the duration of the Agreement,
insurance against claims for in�uries to persons or damage to property wluch may anse from or m
connection wrth the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants
Before begmmng work on the project descnbed m tlus Agreement, the Consultant shall
provide a Certificate of Insurance evidencing
1. Automobile Liabilitv msurance with hmrts no less than $1,000,000 combmed smgle
limrt per accident for bodily in�ury and property damage, and
2. Commercaal General Liabilitv insurance wntten on an occurrence basis with limrts no
less than $1,000,000 combmed single limit per occurrence and general aggregate for
personal m�ury, bodily m�ury and property damage Coverage sha11 mclude but not be
limited to. blanket contractual, products/completed operations/broad form property
damage, explosion, collapse and undergrou.nd (XCU) if applicable, and employer's
liabilrty, and
3. Professional Liabilitv insurance with limrts no less than $1,000,000 limit per
occurrence/claim
Any payment of deduchble or self insured retenhon shall be the sole responsibility of the
Consultant
All required policies shall be provided on an "occurrence" basis except professional
liabihty msurance (if required), which may be provided on a"claims-made" basis
The City shall be named as an addrtional msured 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 Crty, wluch names the Crty as an addrtional msured shall be
attached to the Certificate of Insurance The Crty reserves the nght to receive a certified copy of
all the required insurance policies and endorsements The City further reserves the nght to re�ect
any unacceptable policies and/or endorsements
The Consultant's Commercial General Liability insurance shall cont�un a clause stating
that coverage shall apply separately to each insured against whom claim is made or surt is
brought, except with respects to the limits of the insurer's liability
The Consultant's msurance shall be pnmary insurance as respects the City and the Crty
shall be given thirty (30) days pnor written notice by certified mail, return receipt requested, of
any cancellahon, suspension or material change in coverage
�
The City also reserves its unqualified nght to require at any time and for any reason,
proof of coverage m the form of a duplicate of the msurance policy v�nth all endorsements as
evidence of coverage
Bremerton/AES Consultants, Inc
ster Bay Remodel
Page 3 of 8
VII. General Conditions:
A Reports and Information When requested by the Crty, Consultant shall furnish
penodic reports and documents on matters covered by this Agreement The reports and
documents shall be furnished m the time and form requested. Consultant shall mamtain
accounting records m accordance with Generally Accepted Accountmg Pnnciples (GAAP) to
substanhate all billed amounts
B Ownership and Use of Records and Documents Onginal documents, drawmgs,
designs and reports, includmg those m electronic format, developed under this Agreement are the
property of the City All written information submitted by the City to the Consultant m
connection wrth the services performed by the Consultant under tlus Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
mformation relating to its own busmess If such mformation is publicly available or is already m
Consultant's possession or known to rt, or is nghtfully obtamed by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, madvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office m Silverdale, Waslungton Consultant shall make such data, documents,
and files available to the City upon rts request at all reasonable times for the purpose of edrtmg,
modifymg and updating as necessary until such time as the City is capable of stonng such
information in the Crty's offices Duplicate copies of tlus mformation shall be provided to the
City upon its request, and at reasonable cost
All documents, mcluding all reports, drawmgs, specifications, computer software or other
items prepared or furrushed by Consultant pursuant to this Agreement, are instruments of service
wrth respect to the pro�ect and are the property of the City Any reuse by the Crty for other than
the specific purpose intended will be at City's sole nsk
C Work Performed at Consultant's Risk Consultant shall take all precauhons necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and sha11 uhlize all protection necessary for that purpose
All work shall be done at Consultant's own nsk, and Consultant sha11 be responsible for any loss
of or damage to matenals, 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 rts offices in Silverdale, Waslungton Meetmgs with the Criy staff as described m
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 This Agreement and its Exhibrts constrtutes the enhre agreement
between the Parhes, and the Parties acknowledge that there aze no other agreements, wntten or
oral, that have not been set forth in the text of this Agreement
Bremerton/AES Consultants, Inc
ster Bav Remodel
Page 4 of 8
F Severabilitv Should any part of tlus Agreement be found void, the balance of the
Agreement shall remam in full force and effect
G Modification Tlus Agreement may only be modified by written mstrument signed by
both Parties
H Wntten Notices All commumcahons 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 tlus Agreement
or such other address as may be hereafter specified m wntmg
City Address
City of Bremerton
ATT'N. Gunnar Fndnksson
3027 Olympus Dnve
Bremerton, WA 98311
Consultant Address
AES Consultants, Inc
ATTN Steve Ottmar
PO Box 930
Silverdale, WA 98383
I Waiver Failure to enforce any provision of tlus Agreement shall not be deemed a
waiver of that provision Waiver of any nght or power arismg out of tlus Agreement shall not be
deemed waiver of any other nght 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 ophon herem conferred in
one or more mstances 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 wrth all applicable Federal, State,
and local laws m performmg rts obligations under tlus Agreement
L. Choice of Law and Venue This Agreement shall be mterpreted accordmg to the laws
of the State of Waslungton Any �udicial action to resolve disputes ansmg out of this Agreement
shall be brought in Kitsap County Superior Court
M Attorneys' Fees In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay a11 its own costs and attorney's fees
N Assignment Any assignment of this agreement by the Contractor wrthout the wntten
consent of the Crty shall be void
VIII. Nondiscrimination: Consultant shall not discrunmate m employment or services to the
public on the basis of race, color, national ongm, sex, religion, age, marrtal status, disability, or
sexual onentation 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 mstrument upon mutual consent, or by the Crty of Bremerton
Bremerton/AES Consultants, Inc
ster Bav Remodel
Page S of 8
for convemence. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the termmating Party, and the non-
perfornung Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performuig Party. Any Notice by
Consultant sha11 include a report showing the sta.tus of a11 items listed m the Scope of Work
current through the ternunat�on date.
If the City receives reunbursement by any federal, state, or other source for work described in
Section I herem, and that funding is vv�thdrawn, reduced or limited in any way, or the pro�ect is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily ternunate this Agreement.
A. Excusable Delays T'he right of Consultant to proceed shall not be termuiated nor shall
Consultant be charged wrth liquidated damages for any delays in the completion of the work due
to 1) any acts of the federal government in controllmg, restricting, or requisitioning materials,
eqwpment, 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 parhes at the tune of the execuhon of the Agreement that a.re
beyond the control and vv�thout the fault or negligence of the Consultant, includmg, but not
restricted to, acts of God, fires, floods, stnkes, or weather of unusual seventy. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in
writmg 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 Crty shall, in writing, extend the time for completing the
work for a period of time commensurate with the penod of excusable delay.
B Ri�hts Unon Termination. In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of terrrunation, as descnbed on a final
mvoice submitted to the Crty. After ternunation, 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 restnction. Any such use not related to the project which Consultant was contracted to
perform sha11 be vv�thout liability or legal exposure to the Consultant.
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CONSULTANT
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By:.r�`e v� D in a��
lts. P�S.
Date• � /9- 20//
A proved as to form
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Bremerto City Attomey
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Bremerto»/AES Corrsultants, Inc
ster Bav Remodel
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Scope of Semces
Provide professional land surveying services for topography of City property listed as Krtsap
County Tax Parcel #3748-001-005-0202 This topography will be used for a grading plan and
quantity calculations for a future parking lot at the srte Work is to mclude
• Prepaze a 20 scale drawmg wrth 2-foot contours.
• Drawmg is to be prepared to Crty of Bremerton CAD Standards Coordmation of
drawmg requirements to be with Sheree Jankowski
• Limrts of the survey azea are to be the east half of Oyster Bay Avenue ad�oirung, 10 feet
beyond the north and east boundanes and include the north edge of asphalt and buildings
on the south boundary Total area is approximately 2 3 acres
• Property boundary to be shown on the drawmg, but no property corners set
• A minimum of two (2) control pomts with X, Y and Z coordinates Honzontal datum to
be NAD 83(1991) and vertical datum to be NAVD 88
• Locate utility surface features and underground utility pamt marks by others on and
ad�acent to srte
Deliverables
• One (1) ongmal stamped hard copy of map
• Electromc drawmg file (AutoCAD 2006) of site
Bremerton/AES Consultants, Inc
ster Bav Remodel
Page 7 of 8
EXHIBIT B
Fee Schedule
Task Member Hours Rate Cost
Bounda Research Land Surve or � 2 120 240
Surve Control 2 Man Crew 2 165 330
Boundary Land Surveyor 2 120 240
com utin
F►eld to 0 2 Man Crew 12 165 1980
CAD Draftin CAD Tech 6 90 540
Pro�ect Principal 1 150 150
mana ement/review
Total Cost 3480
Bremerton/AES Consultants, Inc
ster Bav Remodel
Page 8 of 8
May 24 2011 5 20PM HALL & COMPANY No 4601 P 2
� D' CERTIFICATE OF LIABILITY INSURANCE � �`"��'"'
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THI8 CERTIFICATE IS ISSUED AS A MA7T�R OF (NFORMATION ONLY AND CONFER3 NO RIGHT3 UPON THE C�l�T1F(CAT� HOLpER TH1S
CERTIFICATE DOES NOT AFFIRl1AATIV�I,Y OR N�GATIVELY AMEND, FJ('I'END OR ALTER TIiE COVERAGE AFFOIZD�b BY TH� POLICIES
BEL�W THI3 CERTIFICATE OF INSUR4NCE D0�5 NOT CONSTITUTE A CONTRACT BEIWEEN THE 133UING INSUI�IZ(S), AIJYHORIZEb
REPRESENTATIVE OR PRODUCEIt, AND THE CEI�7IFIGATE HOLDER.
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IMPORTANI'� IF the ceRiflcate holtle► IS an ApDff10NAL INSURED, the pol��y(es) must be endoreed if 3UBROGATION f9 WAN�P, subjott lo
the tertna end condMona of the poticy, �Ttaln polit�es may reqmr�e ah endorsament A atatement on thla certlFlcete doea not conler rtgpts to the
ceRiflcate holde� In Ileu oF euch endorsement(g)
��� Pna,e c� aes-s7oo Fa�c (sso� ssaa�a3 °ONiACT MICHAEL J HALL & COMPANY
MICHAEL J HALL � CQNIppIVY P"ane 360� 596-3700 ^ x (360) 596-3703
HALL 8 COAl1pANY "A "'°' -
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18660 10TN AVLNUE N E �o�+ 2991 ��
POULS�O WA 88370
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AE5 Consultants lnc
PO Box 930 ���pd
5dverda{e, WA 98383-0930 u+suac�c
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COVERAGES CERTIFICATE NUMBER 13775b REVISION NUMBER
THIS IS TO CERTIFY THAT THE POLIGIES OF INSURANCE LIS7�Q 9$LOW HAV� BEEN ISSUED TO THE INSURED NAMED ABOVE fOR 7H� POLICY p�RIOD
INDICATED NOTWITHSTANDIN(3 ANY REQUIRERAENT, 'f�IiM OR CAN�ITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESp�C7 70 WHICH THIS
CERTIF[CATE MAY BE ISSUED OR MAY PERTAIN, TH� INSURANCE AFFORDED 6Y THE POLICIES DESCRIBED HEREIN IS SUBJ�C7 70 ALLTH� TERMS
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DESCRIPTIpN OF OPERqYfONS i �OCATION91 V�HICLE9 (Attaeh ACORD 101, AtlBiGonnl Remarka Schedulq If mare spa� Is reqvlred)
ProJect Oyster Bay Romodal
City Of Bremerton
6B0 Lebo BNd.
BramaROn, WA 98310-3306
Attentlon Carol L Etgan, MMC
� SHOULD ANY OF THE ABOVE DE&CRIBED ppLIC1�$ BE CANCELLED BEFORE
, THE FXPIRATION DA7E THEa�O�, NOTICE 1MLL BE DELIVERED IN
� ACCORDANCE WITH THE POLICY PROV�SIONS
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ThB ACORP name and logo are registered
May 24, 2011 5'20PM HALL & COMPANY
No 4601 P, 1
Shelby Pod
From: Shelby Pod
To• Carol L Etgen, MMC
Cc Carmen Evans
Sub�ect: Certifcate�City Of Bremerton
Attachments: COB Cerf pdf
Insured: AES CONSULTANTS, INC,
Company: Underwriters at Lloyd`s, London Policy Number; 1134408252/011 Pol�.cy Period �AN 10
ze1.i To 7AN 10 2012
Carmen,
�ttached is �he reques�ted tertificate of insurance.
Certificate has b2en �faxed to; 36e-473-52@0
If you have quest�ons or need a change please give me a call at 36@-59$
Thank you and have a nice day
Regards,
Shelby Pod
Hall and Company
1966e leth Ave NE
Poulsbo, WA 98370
369-598-3700
350�597-3744 - Fax
shelbY�hallandcomnanv.com
P Save a tree, please don't pr�nt th�s e-mai.l unless you realYy need to.
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