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5131
AES CONSULTANTS, INC.
Survey for Eastside Beach Main Replacement
Engineering
LEG 12-1
7/1/2012
8/21/2012
8/1/2012
2014
PROFESSIONAL SERVICES AGREEMENT
Survey for Eastside Beach Ma�n Replacement / Pro�ect # 5325
The Crty of Bremerton ("Crty") and AES Consultants ("Consultant"), referred to
collectively as the "Part�es," enter mto the followmg Agreement for professional services
I. Scope: The Consultant agrees to perform the serv�ces more spec�fically descr�bed in the
Scope of Work, dated Julv 1, 2012, includmg any attachments thereto, attached hereto as Exh�b�t
A, wh�ch is mcorporated by reference herem The Scope of Work may be modified only
pursuant to Sect�on VII G of th�s Agreement If the Scope of Work provides for unspec�fied
addrtional serv�ces such services shall only be performed upon the express wrttten request of the
City Consultant further represents that the services furn�shed under this Agreement will be
performed m accordance w�th generally accepted professional pract�ces in effect at the time such
services are performed `
II. Term: The City and the Consultant agree that work w►ll begm on the tasks descr�bed m
Exhib�t A immediately upon execution of th�s Agreement The part�es agree that the work
described m Exhibrt A�s to be completed as prov�ded for �n the work schedule attached hereto as
Exhib�t B, provided however, that addrt�onal time shall be granted by the Crty for excusable
delays or extra work as provided for �n section IX (A) of this agreement
III. Compensat�on: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant m an amount not to exceed $20,895 Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exh�b�t C and �ncorporated herem by this
reference
The Consultant shall subm�t regular b►Ilmg statements detailmg work performed and
amount charged on each task or portion thereof The descr�ptions shall conform to and fall
wrthm the categories set out in the Scope of Work and/or Fee Schedule Upon receipt of a
conformmg billmg statement, the Crty shall promptly process payment PROVIDED,
HOWEVER, the City reserves the r�ght to prtorit�ze scoped work and accelerate and/or delay
work tasks under the time frame set forth m Section II herein The Consultant's labor rates and
b�llmg fees shall be as delineated m Exhibit C
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 �s modified pursuant to this
Agreement Consultant shall only be compensated for addrtional services if requested pursuant
to Sect�on I and, ►f not otherw�se prov�ded, such compensat�on shall be in accordance with
Exh�brt C
If a bill�ng statement does not conform to this Agreement, the C►ty may withhold
payment until the statement is brought into compl�ance Such withholdmg does not relieve
Consultant of its obl�gations under this Agreement
Bremerton/AES Consultants
[Eastside Beach Matn Replacementl
Page I of 6
IV. Relationship of Parties: Consultant represents that it is sk�lled m the matters addressed
in the Scope of Work and is performmg mdependent funct�ons and responsibilrties wrthm rts
field of expert�se Consultant and rts personnel are mdependent Consultants and not employees
of the City Consultant and �ts personnel have no authority to bmd the City or to control the
City's employees and other Consultants None of the benefits provid�ed by the Crty to rts
employees, mcludmg, but not lim�ted to, compensation, msurance, and unemployment msurance
are available from the City to the employees, agents, representat�ves, 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 th�s Agreement, engage other mdependent
Consultants to perform the same or similar work
As an mdependent Consultant, Consultant �s responsible for �ts own management The
City's adm�nistration and enfo'rcement of this Agreement shall not be deemed an exerc�se of
manager►al control over Consultant or its personnel
As an mdependent Consultant, Consultant is respons�ble for payment of all taxes and
licensmg fees necessary to perfor►n rts obligatwns under th�s Agreement These taxes and fees
mclude but are not lim�ted to State industr�al insurance, Bus�ness & Occupation, State
professtonal ltcensing, and Crty busmess licensing If any taxes or fees due the Crty have been
declared del�nquent, the C�ty may withhold the delmquent amount, plus any add�tional charges
ar�smg from the delmquency, from any payments due Consultant
V. Indemnification: Consultant shall defend, mdemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all cla�ms, m�uries, damages,
losses or surts, mcluding all legal costs and attorney fees, arising out of or m connection wrth the
performance of this Agreement, except for that portton of the in�ur�es and damages caused by the
Crty's sole negl�gence
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of �ndemnification
Should a court of competent �ur�sdict�on determme that this Agreement is sub�ect to
RCW 4 24 115, then, m the event of I�ability for damages arismg out of bodily mJury to persons
or damages to property caused by or resultmg from the concurrent negl�gence of the Consultant
and the Crty, rts officers, officials, employees, agents and volunteers, the Consultant's l�abil�ty
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 1NDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS 1NDEMNIFICATION THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER
The prov�sions of this section shall survive the expirat�on or termination of this Agreement
Bremerton/AES Consultants
[Eastside Beach Matn ReplacementJ
Page 2 of 6
VI. Insurance:
Before beg�nnmg work on the proJect described m this Agreement, the Consultant shall
provide a Cert�ficate of Insurance evidenc�ng
1. Automobile L�abil�tv insurance w�th I�mits no less than $1,000,000 combined single
limrt per acc�dent for bodily m�ury and property damage, and
2. Commerc�al General Liabilitv msurance written on an occurrence basis wrth l�mrts no
less than $1,000,000 combined smgle limit per occurrence and general aggregate for
� personal in�ury, bodily �n�ury and property damage Coverage shall mclude but not be
limited to blanket contractual, products/completed operat�ons/broad form property
damage, explosion, collapse and underground (XCU) if applicable, and employer's
I�abil�ty, and
3. Excess Liabilitv insurance with I�mits not less than 1,000,000 limit per occurrence and
aggregate
4. Professional Liabilitv insurance wrth l�mrts no less than $1,000,000 I�mrt per
occurrence/claim
Any payment of deduct�ble or self insured retention shall be the sole responsibil►ty of the
Consultant
All required polic�es shall be provided on an "occurrence" basis except professional
liabilrty �nsurance (�f requ�red), which may be provided on a"claims-made" basis
The City shall be named as an add�t�onal msured on the Commercial General Liabil�ty
�nsurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the C�ty, which names the Crty as an addrt�onal msured shall be
attached to the Certificate of Insurance The City reserves the right to rece�ve a cert�fied copy of
all the requ�red �nsurance policies and endorsements The City further reserves the right to re�ect
any unacceptable policies and/or endorsements
The Consultant's Commercial General Liability �nsurance shall conta�n a clause statmg
that coverage shall apply separately to each �nsured agamst whom claim �s made or su�t is
brought, except with respects to the lim�ts of the ►nsurer's liability
The Consultant's msurance shall be primary insurance as respects the City and rt shall be
an affirmative obl�gation upon Consultant to advise the City's Risk Manager by f� at (360) 473-
5161, or by cert�fied mail, return receipt requested to C�ty of Bremerton, attn R�sk Management,
345 6 Street, Suite 600, Bremerton, WA 98337 wrthm two days of the cancellation, suspension
or substantive change of any msurance policy set out herein, and fa�lure to do so shall be
construed to be a breach of this Agreement
The Crty also reserves �ts unqual�fied right to require at any t�me and for any reason,
proof of coverage m the form of a dupl�cate of the msurance policy with all endorsements as
evidence of coverage
Bremerton/AES Consultants
[Eastside Beach Ma�n Replacementj
Page 3 of 6
VII. General Condit�ons:
A Reports and Informat�on When requested by the Crty, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement The reports and
documents shall be furnished m the time and form requested Consultant shall ma►ntam
accounting records m accordance wrth Generally Accepted Accountmg Prmciples (GAAP) to
substantiate all billed amounts
B Ownersh�p and Use of Records and Documents Origmal documents, drawings,
des►gns and reports, includmg those in electronic format, developed under this Agreement are the
property of the Crty All written mformation submitted by the Crty to the Consultant m
connect�on wrth the services performed by the Consultant under th�s Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
mformatton relating to its own busmess If such information is publ�cly available or is already m
Consultant's possession or known to �t, or �s r�ghtfully obta�ned by the Consultant from th�rd
part�es, Consultant shall bear no responsib�lity for its d�sclosure, inadvertent or otherwise
All data, documents and files created by Consultant under this Agreement may be stored
at Consu(tant's office m S�lverdale. Wash�ngton Consultant shall make such data, documents,
and files available to the City upon �ts request at all reasonable times for the purpose of ed�tmg,
modifymg and updating as necessary until such time as the C�ty �s capable of stormg such
mformahon tn the C�ty's offices Duplicate copies of this mformat�on shall be provided to the
Crty upon its request, and at reasonable cost
All documents, mcluding all reports, drawmgs, specifications, computer software or other
rtems prepared or furnished by Consultant pursuant to this Agreement, are mstruments of serv�ce
with respect to the pro�ect and are the property of the C�ty Any reuse by the C�ty for other than
the specific purpose mtended will be at Crty's sole risk
C Work Performed at Consultant's R�sk Consultant shall take all precaut�ons necessary
and shall be respons�ble for the safety of ►ts employees, agents, and sub-consultants m the
performance of the work hereunder and shall utilize all protection necessary for that purpose
All work shall be done at Consultant's own rtsk, and Consultant shall be responsible for any loss
of or damage to matertals, tools, or other art�cles used or held for use �n connect�on with the
work
D Place of Work The Consultant shall perform the work authorized under this
Agreement at rts offices m Silverdale, Washmgton Meetmgs wrth the C�ty staff as described m
Exh�brt 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 rts Exhibrts 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 m the text of this Agreement �
Bremerton/AES Consultants
�Eastside Beach Marn Replacementj
Page 4 of 6
F Severab�l�tv Should any part of this Agreement be found void, the balance of the
Agreement shall remam m full force and effect
G Mod�fication This Agreement may only be mod�fied by written mstrument signed by
both Parties
H Wr�tten Notices All communications regardmg th�s Agreement shall be sent to the
part�es at the addresses listed below by reg�stered or lst class mail, or by personal service, and
shall be deemed suffictently g�ven �f sent to the addressee at the address stated m this Agreement
or such other address as may be hereafter specified m wrrt�ng
Crtv Address Consultant Address
City of Bremerton AES Consultants
345 Sixth Street P O Box 930
Bremerton, WA 98310 , Silverdale, WA 98383
I Waiver Failure to enforce any prov�ston of this Agreement shall not be deemed a
wa�ver of that proviswn Waiver of any r�ght or power aris�ng out of th�s Agreement shall not be
deemed waiver of any other right or power
J Non-Waiver of Breach The failure of the C�ty to msist upon str�ct perfor►nance of any
of the covenants and agreements contamed herein, or to exerc�se any option herem conferred m
one or more instances shall not be construed to be a waiver or rel�nquishment of sa�d covenants,
agreements or opt►ons, and the same shall be and remam in full force and effect
K Compl�ance w�th Laws Consultant shall comply with all appl�cable Federal, State,
and local laws m performmg �ts obl�gat�ons under th�s Agreement
L Choice of Law and Venue This Agreement shall be mterpreted accordmg to the laws
of the State of Washmgton Any�udic�al achon to resolve disputes aris�ng out of th�s Agreement
shall be brought in Krtsap County Superior Court
M Attornevs' Fees In the event of Irtigat�on to enforce any of the terms or provisions
herein, each party shall pay all rts own costs and attorney's fees , ��
N Asst n� Any assignment of this agreement by the Contractor w�thout the written
con`sent of the City shall be vo�d `
VIII. Nondiscrimination: Consultant shall not discrimmate in employment or services to �the
public on the basis of race, color, national or�gm, sex, religion, age, mar�tal status, disabilrty, or
sexual or�entation except for employment act�ons based on bona fide occupat�onal qualification
IX. Termination: Th�s Agreement shall remam m force until complet�on and acceptance of
the serv�ces, termmated by wr�tten instrument upon mutual consent, or by the City of Bremerton
for convenience This Agreement may be immed�ately terminated for cause by a Party �f the
Bremerton/AES Consultants
�Eastside Beach Mam Replacementj
Page S 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 tertnination date
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is wrthdrawn, reduced or limrted 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 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 requisitiomng 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, includmg, 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 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 Crty After termination, the City may take possession of all records and
data wrthin the Consultant's possession pertaining to this pro�ect which may be used by the City
without restriction Any such use not related to the pro�ect which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant
CITY OF BREMERTON CONSULTANT
�4.t J. Ctl► xo � C>c�.,r CP� w, c�v,
BY BY
�ts rKk�►,r.. �w�..lrw� �cJ: u- �ts 1/�GE
Date �Z 3'w� 20�2
Date 7�lO�/ d2
as to form
Bremerton Crty Attorney
Bremertort/.
st
�
City Clerk
Page 6 of 6
EXHIBITS A, B, AND C
S�$M�1"�'ED
���� r, �o � �.
EXHIBIT A
SCOPE OF WORK
Project Area
The begmnmg and end of the pro�ect area are understood to be generally shown on the
ESBM SITE PLAN_120417 as emailed by Bill Dav�s on June 29, 2012 The topography
w�ll be l�mited between the toe of the high bank uplands to the -2 0 tidal elevation
Pro�ect Team
AES Consultants will contrac� w�th Etrac Engmeer�ng to perform the bathymetric
survey�ng portion of this pro�ect AES has worked closely with Etrac on past
topograph�c surveytng pro�ects which have a combmat�on of upland and tideland areas
AES will supervise all the field data collection and cross check�ng for qualtty control on
both AES and Etrac field surveys Etrac w�ll provide AES a pomt data file upon
complet�on of their survey which AES w�tl compile all data mto a complete topographic
survey of the pro�ect area
Control Survey
AES Consultants will establish a vertical and hor�zontal control network utilizmg a
combination of traditional ground surveymg and global positioning system (GPS)
techniques throughout the pro�ect area Horizontal control to be NAD 1983/07 and
vert�cal control to be NAVD88 datum This network w�ll be utilized by the proJect team
to conduct all field survey data collect�on
Topographic survey
AES Consultants m con�unction with Etrac Engmeermg w�ll prepare a topograph�c
survey of the pro�ect area to generate one foot contour mtervals The survey w�ll be a
combmation of tradrtional ground surveymg techniques and bathymetr�c mult�beam
surveytng Existing visible surface ut�lrt�es will be located along w►th the locat�on of the
toe of bank, bulkheads, p�l�ngs bridge supports and other improvements with�n the pro�ect
area
The pro�ect area appears to be ent�rely within aquat�c lands owned by the State of
Washmgton Our topography will identify the followmg tidal lmes which may be
required for permttting Government Meander Line, Mean H�gher H�gh Water, Mean
High Water, Ordmary H�gh Water, Mean Low Water and Mean Lower Low Water In
addit�on we will show the location of the nearest bridge pillars to the site and the
alignment of the Warren Avenue Bridge pass�ng above the pro�ect area
Aquatic Lease
AES Consultants will prepare a survey and legal descript�on for a DNR Aquat�c Lease for
the new Sewer Force main The survey w�il meet DNR survey standards and be recorded
with Kitsap County as required
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Title Research
AES Consultants w�ll work with the Washmgton State DNR to determme the ownership
boundar�es between the var�ous t�deland owners through the proJect area In addit�on we
will work with a title company in an effort to determme the ownersh�p of the t�deland
areas
Easements �
It �s anticipated there will be a need to prepare easements for the new sewer main AES
Consultants will work w�th the C�ty of Bremerton to prepare easements along the new
sewer force main route We will prepare an exhibit map and legal description for the
easement area to be attached to the Cities easement forms
Assumptions
It is likely the only underground utility wrthm the pro�ect area is the ex�stmg force mam
We will attempt to have the underground util►ties located using the One Call system
Although a pr�vate locating service may be required and we have not included the costs
for th�s service as part of our proposal
`
EXHIBIT B
SCHEDULE
AES Consultants is prepared to commence work on the topographic survey immediately
It is understood the authorization to proceed will be g�ven on July 13, 2012 m order to
begm surveymg durmg the lowest annual tides that week The AES Consultants w�ll
begm with the field surveying settmg up a survey control network and mappmg the upper
porttons of the beach mcludmg the toe of steep bank and the locatton of the existing
sewer mam For this proposal the ma�or�ty of the site will be surveyed usmg bathymetric
surveying procedures In order to max►mize the area to be surveyed the mult�beam data
collection will be conducted at the htghest t�des durmg the month of July We ant�cipate
the completmg the field work durmg the July tides and have a completed drawmg by
August 21 st, 2012
EXHIBIT C
FEE SCHEDULE
AES Consultants will hire Etrac Engmeermg as a sub-consultant and w�ll prepare the
topograph�c survey withm the pro�ect area for not-to-exceed amount of $20,895 (wh�ch
�ncludes any sales or business taxes)
Followmg �s the estimated cost breakdown for the work The item "Miscellaneous
Services" shall only be used as determ�ned by and approved m wrrtmg by the Crty
Item/Position Rate ($) Hours Total
Pro�ect Management $150 5 5 $825
Survey, Field $165 28 $4,620
Survey, Office $120 21 5 $2,580
Draftmg $90 43 $3,870
Miscellaneous ----- ------- $3,000
Services ,
TOTAL, AES 14,895
Subcontractor, Etrac $6,000
TOTAL $20,895