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HomeMy WebLinkAbout5158Contract Number Vendor• Sub�ect: Department: File Class: Begin Date: End Date: Review Date• Vault Date: 5158 KPFF CONSULTING ENGINEERS PSA - Water System Hydraulic Modeling Public Works LEG 12-1 6/25/2012 12/31/2012 2014 Comments : ��o��s������ s��v���s ��������� , �Vate� Systern �ydraulic 1Vlodeling o�� G'�, . ! The City of Bremerton ("City") and KPFF Consulting Engmeers ("Consultant"), referred to collectively as the "Parties," enter into the followmg Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically described m the Scope of Work, dated June 7, 2012, mcludmg any attachments thereto, attached hereto as Exhibit A, which is mcorporated 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 addrtional 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 m 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 descrtbed m Exhibit A immediately upon execution of this Agreement The parties agree that the work described m Exhibit A is to be completed by December 31, 2012, provided however, that additional time shall be granted by the City for excusable delays or extra work as provided �or m section IX (A) of this agreement _ III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant m an amount not to exceed 25,000 00 Consultant's charges and bills shall conform to the fee schedule mcluded m Exhibit A and mcorporated herem by this reference The Consultant shall submit regular billmg statements detailmg work performed and amount charged on each task or portion thereof The descriptions shall conform to and fall withm the categories set out m the Scope of Work andlor Fee Schedule Upon receipt of a conformmg billmg 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 m Section II herem The Consultant's labor rates and billing fees shall be as delmeated m 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 this Agreement Consultant shall only be compensated for addrtional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be m accordance with Exhibit A If a billmg statement does not conform to this Agreement, the City may withhold payment until the statement is brought mto compliance Such withholdmg does not relieve Consultant of its obligations under this Agreement IV. Relationship of Parties: Consultant represents that it is skilled m the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities withm its Bremerton/KPFF Consultmg Engmeers Water System Modelmg Page 1 of 7 field of expertise Consultant and its personnel are independent Consultants and not employees of the City Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants None of the benefits provided by the City to its employees, mcludmg, but not limited to, compensation, msurance, and unemployment msurance 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 durmg the performance of this Agreement The City may, durmg the term of this Agreement, engage other mdependent Consultants to perform the same or similar work As an mdependent Consultant, Consultant is responsible for its own management The City's admmistration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel As an mdependent Consultant, Consultant is responsible for payment of all taxes and licensmg fees necessary to perform its obligations under this Agreement These taxes and fees mclude but are not limited to State mdustrial msurance, Busmess & Occupation, State professional licensmg, and Crty busmess licensing If any taxes or fees due the City have been declared delmquent, the City may withhold the delinquent amount, plus any additional charges arismg from the delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, in�ur�es, damages, losses or suits, mcludmg all legal costs and attorney fees, arismg out of or m connection wrth the Consultants acts, omissions and/or negligence in rts performance of this Agreement The City'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 �urisdiction determme that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liability for damages arismg out of bodily m�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 liabilrty 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 termmation of this Agreement VI. Insurance: The Consultant shall procure and mamtam for the duration of the Agreement, msurance agamst claims for m�uries to persons or damage to property which may arise from or m Bremerton/KPFF Consultmg Engmeers Water System Modelmg Page 2 of 7 connection with the performance of the work hereundei by the Consultant, 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 evidencmg 1. Automobile Liabilitv msurance with limits no less than $1,000,000 combmed smgle limit per accident for bodily m�ury and property damage, and 2. Commercial General Liabilitv msurance written on an occurrence basis with limits no less than $1,000,000 combmed smgle limit per occurrence and general aggregate for personal m�ury, bodily in�ury and property damage Coverage shall mclude 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 Liabilitv msurance with limits not less than 1,000,000 limit per occurrence and aggregate 4. Professional Liabilitv msurance with limits no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self msured retention shall be the sole responsibility of the Consultant All required policies shall be provided on an"occurrence" basis except professional liability msurance (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 msurance 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 msured shall be attached to the Certificate of Insurance The City reserves the right to receive a certified copy of all the required msurance policies and endorsements The City further reserves the right to re�ect any unacceptable policies and/or endorsements � The Consultant's Commercial General Liability msurance shall contain a clause statmg that coverage shall apply separately to each msured agamst whom claim is made or suit is brought, except with respects to the limits of the msurer's liability The Consultant's msurance shall be primary msurance as respects the City and it shall be an affirmative obligation upon Consultant to advise the Crty's Risk Manager by fax at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6`� Street, Suite 600, Bremerton, WA 98337 withm two days of the cancellation, suspension or substantive change of any msurance policy set out herem, and failure to do so shall be construed to be a breach of this Agreement The City also reserves its unqualified right to requ�re at any time and for any reason, proof of coverage m the form of a duplicate of the msurance policy with all endorsements as evidence of coverage Bremerton/KPFF Consultmg Engmeers Water System Modelmg Page 3 of 7 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 m the time and form requested Consultant shall maintam accountmg records m accordance wrth Generally Accepted Accountmg Prmciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal documents, drawmgs, designs and reports, mcludmg those m electromc format, developed under this Agreement are the property of the City All written mformation submitted by the City to the Consultant m 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 mformation relatmg to its own busmess If such mformation is publicly available or is already m Consultant's possession or known to it, or is rightfully 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 Seattle, Washmgton Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editmg, modifymg and updatmg as necessary until such time as the City is capable of stormg such mformation m the City's offices Duplicate copies of this mformation shall be provided to the City upon its request, and at reasonable cost All documents, mcludmg all reports, drawmgs, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are mstruments of service with respect to the pro�ect and are the property of the City Any reuse by the City for other than the specific purpose mtended 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 m Seattle, Washmgton Meetmgs 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 Agreement This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agre�ments, written or oral, that have not been set forth m the text of this Agreement Bremerton/KPFF Consulting Engmeers Water System Modelmg Page 4 of 7 F Severabilitv Should any part of this Agreement be found void, the balance of the Ag�eement shall remam in full force and effect G Modification This Agreement may only be modified by written mstrument signed by both Parties H Written Notices All communications regardmg this Agreement shall be sent to the parties at the addresses listed below 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 m this Agreement or such other address as may be hereafter specified m writmg Citv Address Public Works and Utilities 100 Oyster Bay Ave N Bremerton, WA 98312 Consultant Address KPFF Consultmg Engmeers 1601 Fifth Avenue, Suite 1600 Seattle, Washmgton 98101 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 arismg 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 msist upon strict performance of any of the covenants and agreements contamed herein, or to exercise any option herem conferred m one or more mstances shall not be construed to be a waiver or relmquishment of said covenants, agreements or options, and the same shall be and remam m full force and effect K Compliance with Laws Consultant shall comply with all applicable Federal, State, and local laws m performmg its obligations under this Agreement L Choice of Law and Venue This Agreement shall be mterpreted accordmg to the laws of the State of Washmgton Any �udicial action to resolve disputes arismg out of this Agreement shall be brought m Kitsap County Superior Court M Attorneys' Fees In the event of litigation to enforce any of the terms or provisions herem, each party shall pay all its own costs and attorney's fees N Assi� Any assignment of this agreement by the Contractor without the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discrimmate m employment or services to the public on the basis of race, color, national origm, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement shall remam m force until completion and acceptance of the services, termmated by written mstrument upon mutual consent, or by the City of Bremerton for convemence This Agreement may be immediately termmated for cause by a Party if the Bremerton/KPFF Consultmg Engmeers Water System Modelmg Page 5 of 7 other Party substantially fails to perform through no fault of the terminating Party, and the non- peiforming Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sendmg notice to the non-performmg Party Any Notice by Consultant shall mclude a report showmg the status of all items listed m the Scope of Work current through the termination date If the City receives reimbursement by any federal, state, or other source for work described m Section I herem, and that fundmg is withdrawn, reduced or limited m 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 termmate this Agreement A Excusable Dela� The right of Consultant to proceed shall not be termmated 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 m controllmg, restrictmg, or requisitionmg 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 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, mcludmg, but not restricted to, acts of God, fires, floods, strilces, or weather of unusual severity PROVIDED, HOWEVER, that the Consultant must promptly notify the City withm ten (10) calendar days m 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 Crty shall, m writmg, extend the time for completmg the work for a period of time commensurate with the period of excusable delay -� ' B Ri h� ts Upon Termmation In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termmation, as described on a fmal mvoice submrtted to the City After termmation, the City may take possession of all records and data withm the Consultant's possession pertammg 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 � ' 6 �:-- l By � 1ts � �cY'�-v�er'� Date 6�� �� � ' CONSULTANT � By I �j � sc�wd r 1tS �rl/� CIDZI Date G/Z � //Z Approved as to form City Attorney es � Clerk ' Bremerton/KP�F Consultmg Engmeers Water System Modelmg Page 6 of 7 Bremerton/KPFF Consultmg Engmeers Water System Modelmg Page 7 of 7