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HomeMy WebLinkAbout5346Contract Number: 5346 Vendor: Sub�ect: Department: File Class• Begin Date: End Date: Review Date: Vault Date: Comments: NORTHWEST CORROSION ENGINEERING Warren Ave Bridge Main Coating Inspection Engineering LEG 12-1 1/30/2014 �/i/2oi4 7/1/2014 2014 � , PROFESSIONAL SERVICES AGREEMENT Warren Avenue Bridge Water Main Coating Inspection / Northwest Corrosion Engineering The City of Bremerton ("City") and Northwest Corrosion En mg eerin� ("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 T�v 3a , 2014, mcludmg any attachments thereto , attached hereto as Exhibit A, which is mcorporat d 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 written request of the Crty 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 described m Exhibrt 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 attached hereto as Exhibrt B, 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 this Agreement, the City shall pay Consultant m an amount not to exceed $9,990 Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibrt C and incorporated herem by this reference The Consultant shall submit regular billmg 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 billmg fees shall be as delmeated in Exhibrt 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 is modified pursuant to this Agreement Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be m accordance wrth Exhibrt C Bremerton/Northwest Corrosron Engrneer�ng Warren Avenue Bridge Water Main Coattng Inspectton Page 1 of 7 If a billing statement does not conform to this Agreement, the Crty may wrthhold payment until the statement is brought into compliance Such wrthholdmg does not relieve Consultant of its obligations under this Agreement IV. Relationship of Parties: Consultant represents that rt is skilled m the matters addressed m the Scope of Work and is performmg mdependent 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 benefits provided by the Crty to rts employees, including, but not limited to, compensahon, insurance, and unemployment insurance aze 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 Crty may, durmg the term of this Agreement, engage other mdependent Consultants to perform the same or similar work As an independent Consultant, Consultant is responsible for its own management The City's admimstration 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 industnal msurance, Business & Occupation, State professional licensing, and City business licensing If any taaces or fees due the City have been declared delmquent, the Crty may withhold the delmquent amount, plus any additional charges arising from the delmquency, from any payments due Consultant V. Indemnification: A Consultant shall defend, indemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, mJuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with Consultant's performance of this Agreement, unless Consultant is conductmg work pursuant to S�ubsection B below 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 B Architects, En�ineers and Anv Other Professional Listed In and Performing Services Defined in RCW 42 24 115 Should a court of competent �urisdichon determme that Consultant's services provided pursuant to tlus Agreement is sub�ect to RCW 4 24 115, then, m the event of liabilrty for damages arising out of bodily in�ury to persons or damages to property caused by or resulting 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 BremertonlNorthwest Corrosion Engrneering Warren Avenue Br�dge Water Main Coat�ng Inspectron Page 2 of 7 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 maintain for the duration of the Agreement, insurance agamst claims for in�uries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, rts agents, representatives, employees, sub-consultants or sub-Consultants Before begimm�g work on the pro�ect described m this Agreement, the Consultant shall provide a Certificate of Insurance evidencmg 1. Automobile Liability insurance with limits no less than $1,000,000 combmed single limit per accident for bodily in�ury and property damage, and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combmed smgle limit per occurrence and general aggregate for personal in�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 liabilrty, and 3. Excess I.iability msurance wrth limrts not less than 1,000,000 limit per occurrence and aggregate 4. Professional Liabilitv insurance wrth limrts no less than $1,000,000 limrt 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 liabilrty 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 Liabilrty 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 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 Crty further reserves the right to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liabilrty insurance shall contam a clause statmg that coverage shall apply separately to each msured against whom claim is made or suit is brought, except with respects to the limits of the msurer's liabilrty Bremerton/Nordhwest Corros�on Eng�neering Warren Avenue Bridge Water Matn Coating Inspection Page 3 of 7 � The Consultant's msurance shall be primary msurance as respects the City and it shall be an affirmative obligation upon Consultant to advise the City'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 herein, and failure to do so shall be construed to be a breach of this Agreement The City also reserves its unqualified right to require at any time and for any reason, proof of coverage m the form of a duplicate of the insurance policy with all endorsements as evidence of coverage VII. General Conditions: A Reports and Information 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 maintain accounting records m accordance with Generally Accepted Accounting Principles, (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal documents, drawmgs, designs and reports, mcluding those m electromc format, developed under this Agreement are the property of the Crty All written information submitted by the Crty 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 rts own business If such mformation is publicly available or is already in Consultant's possession or known to it, or is r�ghtfully obtained by the Consultant from third parties, Consultant shall bear no responsibilrty 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 Sedro-Woollev, Washington Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editmg, modifying and updatmg as necessary until such time as the Crty is capable of stormg such mformation m the Crty's offices Duplicate copies of this mformation shall be provided to the City upon rts 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 instruments of service with respect to the pro�ect and are the property of the City Any reuse by the Crty for other than the specific purpose mtended will be at Crty'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 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 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 wrth the work Bremerton/Northwest Corroston Engtneering Warren Avenue Brtdge Water Main Coating Inspection Page 4 of 7 D Place of Work The Consultant shall perform the work authorized under this Agreement at its offices m Sedro-Woolle,�Washington Meetings with the City staff as described in Exhibrt 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 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 F Severabilitv Should any part of this Agreement be found void, the balance of the Agreement shall remam in full force and effect G Modification This Agreement may only be modified by wrrtten instrument signed by both Parties H Written Nohces 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 m this Agreement or such other address as may be hereafter specified m writing Crty Address 345 Sixth Street Bremerton, WA 98337 Consultant Address 10995 Warfield Road Sedro-Woolley, WA 98284 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 contamed herein, or to exercise any option herem conferred m 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 with all applicable Federal, State, and local laws in performmg its obligations under this Agreement L Choice of Law and Venue This Agreement shall be interpreted according to the laws of the State of Washmgton Any Judicial action to resolve disputes arising out of this Agreement shall be brought in Krtsap County Superior Court M Attornevs' Fees In the event of litigation to enforce any of the terms or provisions herem, each party shall pay all rts own costs and attorney's fees Bremerton/Northwest Corros�on Engrneertng Warren Avenue Bridge Water Main Coatcng Inspectron Page S of 7 N Assignment Any assignment of this agreement by the Contractor wrthout the written consent of the Crty shall be void VIII. Nondiscrimination: Consultant shall not discriminate m employment or services to the public on the basis of race, color, national origin, sex, religion, age, marrtal 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, terminated by written instrument upon mutual consent, or by the City of Bremerton for convemence This Agreement may be immediately termmated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performmg Party does not commence correction of the failure of performance wrthin thirty (30) days of the termmahng Party's sending notice to the non-performing Party Any Nohce 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 in Section I herem, and that fundmg is wrthdrawn, reduced or limrted 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 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 requisrtiomng mater�als, 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, 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 withm 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 City shall, in writmg, extend the time for completmg the work for a period of time commensurate with the period of excusable delay B Rights Upon Termmation In the event of termmation, the City shall pay for all services performed by the Consultant to the effective date of termmation, as described on a final invoice submitted to the City After termination, the Crty may take possession of all records and data wrthm the Consultant's possession pertaimng to this pro�ect which may be used by the City wrthout 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 X. Suspension & Debarment For contracts mvolvmg Federal fundmg, Consultant hereby certifies, by signing this agreement, that nerther rt nor rts principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency Consultant shall provide immediate written notice to the City if at any rime rt learns that rt is or has become meligible for BremertordNorthwest Corrosron Engrneering Warren Avenue Bridge Water Ma�n Coating Inspect�on Page 6 of 7 cerhficahon Should Consultant enter into a covered transaction wrth another fum, Consultant agrees by signmg this agreement that �t will venfy that the firm with whom rt mtends to do busmess is not debarred, suspended, meligible, excluded or disqualified CONSULTANT � . , By Jeremy Hailev its Owner Date � � 1 CTTY OF BREMERTON � By. Chal Martm rts Public Works Dvector Date Approved as to form _ Bremerton Crty Atto st ,� Ctty Clerk Bremerton/Northwest Corros�on Eng�neenng Warren Avenue Br�dge Water Ma:n Coattng Irtspecrion Page 7 of 7 EXHIBIT A— SCOPE OF WORK The work consists of coating inspection, testing and support for instaflation of 1700 lineal feet of 20" diameter steel water main to be installed under the Warren Avenue Bridge in the City of Bremerton TASK 1— FACTORY COATING INSPECTION Provide shop coating inspection on an as-needed basis for water transmission piping It is anticipated that multiple trips will be required at the on-set of the pro�ect in order to ensure that the coating contractor is completing the work in accordance with the pro�ect speafications While on-site, environmental conditions will be monitored, coating material data will be collected, and surface profile testing as well as dry film thickness readings will be performed Photographs will be taken at various surface preparation/coating application stages and will be included in the daily inspection reports Full time inspection is not anticipated at this time TASK 2— COATING HOLIDAY INSPECTION Holiday testing of coated and cured piping will be performed on an as-required basis This work will be perFormed in the shop as well as in the field TASK 3 — SUMMARY REPORT Inspection reports of each days work will be provided All collected data as well as relevant photographs will be included in the report body TASK 4— QUALITY ASSURANCE AND MISCELLANEOUS SUPPORT The purpose of the coating inspection will be to record and report our finding Notification will be made to the Owner should it be determined that work in proceeding outside of the specification requirements Northwest Corrosion Engineering will also be available to provide technical consultation as the need arises EXHIBIT B — TERM The contract shall expire on July 1, 2014 EXHIBIT C - COMPENSATION Task Descriation Estimated Amount 1 Factory Coating Inspect�on $4,990 2 Coating Holiday Inspection $3,000 3 Summary Report $1,000 4 Quality Assurance and Miscellaneous $1,000 Support TOTAL $9,990