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HomeMy WebLinkAbout5352Contract Number: Vendor: ,- Sub�ect: � Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments : 5352 PARAMETRIX INC PSA - Well 15/17 Chlorination Buildinq Expansion Design Water Resources LEG 12-1 2/5/2014 3/1/2014 2014 i 1 � � r , ; , PROFESSIONAL SERVICES AGREEMENT Well 15/17 Chlorination Building Ezpansion Design � � � � �� � � � � The City of Bremerton ("City") and Parametri�c ("Consultant"), referred to collectively as the "Parties," enter mto the followuig Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically descnbed m the Scope of Work, dated January 21, 2014, mcluding any attachments thereto, attached hereto as Exhibrt A, wluch is incorporated by reference herem The Scope of Work may be modified only pursuant to Section VII G of ttus Agreement. If the Scope of Work provides for unspecified addrtional services such services sha11 only be performed upon the express written request of the City. Consultant further represents that the services fi�mished under this Agreement will be performed m accordance vv�th generally accepted professional practices in effect at the time such services are performed II. Term: The City and the Consultant agree that work will begin on the tasks descnbed m Exlubrt A immediately upon execution of ttus Agreement. The parties agree that the work descnbed m Exhibrt A is to be completed as provided for in the work schedule attached hereto as Exlubrt B, provided however, that addinonal time shall be granted by the City for excusable delays or extra work as provided for m Section IX.A of this agreement III. Compensation: In consideration of the sernces provided pursuant to tlus Agreement, the City shall pay Consultant in an amount not to exceed $3,150. Consultant's charges and bills sha11 conform to the fee schedule attached hereto as Exlubit C 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 descriphons shall conform to and fall wittun the categories set out m 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 nght to pnontize 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 m Exlubrt 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 with Exlubrt C . If a billmg 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 obhgations under tlus Agreement. Bremerton/Parametrix Well 15/17 Page 1 of 8 IV. Relationship of Parties: Consultant represents that rt is slalled in the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities wrtlun its field of expertise Consultant and its personnel are mdependent Consultants and not employees of the Crty. 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 rts employees, includmg, but not limrted to, compensation, insurance, and unemployrnent msurance are available from the Crty to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and ent�rely responsible for rts acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants dunng the performance of this Agreement. T'he City may, during the term of tlus Agreement, engage other independent Consultants to perform the same or sumlar work. As an mdependent Consultant, Consultant is responsible for rts own management The City's admmistration and enforcement of tlus 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 its obligations under tlus Agreement. These taxes and fees mclude but are not limited to State mdustnal insurance, Busmess & Occupation, State professional licensing, and Crty busmess licensing If any taxes or fees due the City have been declared delmquent, the City may wrthhold the delinquent amount, plus any addrtional charges arising from the delinquency, from any payments due Consultant V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers hannless from any and all claims, mjunes, damages, losses or suits, mcludmg a11 legal costs and attorney fees, ansmg out of or m connection with Consultant's performance of tlus Agreement, unless Consultant is conducting work pursuant to Subsection 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 indemrufication B Arclutects, En�meers and Any Other Professional Listed In and Performmg Services Defined in RCW 42.24 115 Should a court of competent �urisdiction determine that Consultant's services provided pursuant to tlus Agreement is subject to RCW 4.24 115, then, m the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resultmg from the concurrent negligence of the Consultant and the City, rts 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 INDENINIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY Bremerton/Parametnx Well 15/17 Page 2 of 8 FOR THE PURPOSES OF THIS 1NDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of this sechon shall survive the expiration or termmation of ttus Agreement VI. Insurance: The Consultant shall procure and maintam for the duration of the Agreement, insurance agamst claims for m�uries to persons or damage to property wluch may a.nse from or m connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Before begmning work on the project described in tlus Agreement, the Consultant shall provide a Certificate of Insurance evidencing. 1. Automobile Liabilitv msurance with limrts no less than $1,000,000 combined smgle limit per accident for bodily m�ury and property damage, and 2. Commercial General Liabilitv msurance written on an occurrence basis with lirruts no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury 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 Liabilitv msurance v�nth lumts not less than 1,000,000 lurut per occurrence and aggregate 4. Professional Liabilitv msurance with limrts no less than $1,000,000 limit per occurrence%laun 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 habihty msurance (if requu�ed), wluch may be provided on a"claims-made" basis. The City shall be named as an addrtional insured 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 City, wluch names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the nght to receive a certified copy of all the reqiured u�surance policies and endorsements. The City further reserves the nght to re�ect any unacceptable pohcies and/or endorsements The Consultant's Commercial General Liabilrty insurance shall contain a clause statmg that coverage shall apply separately to each msured agamst whom claim is made or suit is brought, except vv�th respects to the lunrts of the msurer's liabilrty. The Consultant's insurance shall be pnmary insurance as respects the Crty and it shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fvc at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, Attn• Risk Bremerton/Parametrix Well 15/17 Page 3 of 8 Management, 345 6�' Street, Suite 600, Bremerton, WA 98337 vv�thin two days of the cancellation, suspension or substantive change of any msurance policy set out herem, and failure to do so sha11 be construed to be a breach of this Agreement The Crty also reserves its unqualified nght to require at any tune and for any reason, proof of coverage in the form of a duplicate of the insurance policy wrth all endorsements as evidence of coverage. VII. General Conditions: A Reports and Information• When requested by the City, Consultant shall furnish penodic reports and documents on matters covered by this Agreement. The reports and documents sha11 be furnished u► the time and form requested Consultant shall maintam accountuig records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts B Ownerslup and Use of Records and Documents Ongmal documents, drawmgs, designs and reports, mcluduig those in electroruc format, developed under this Agreement aze the property of the City. All written uiformation submitted by the Crty to the Consultant m connection with the services performed by the Consultant under ttus Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like mformation relatmg to its own business If such information is publicly avallable or is already m Consultant's possession or known to rt, or is nghtfully obtauied by the Consultant from tlurd 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 m Bremerton, Waslungton Consultant shall make such data, documents, and files available to the City upon rts request at all reasonable times for the purpose of editmg, modifying and updatmg as necessary until such tune as the City is capable of storuig such information 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, including all reports, drawings, specifications, computer softwaze or other items prepared or furnished by Consultant pursuant to tlus Agreement, are instruments of service with respect to the pro�ect and are the property of the Crty. 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 precautions necessary and shall be responsible for the safety of rts 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 nsk, and Consultant shall be responsible for any loss of or damage to matenals, tools, or other articles used or held for use in connechon with the work D. Place of Work The Consultant shall perform the work authonzed under tlus Agreement at rts offices in Bremerton, Waslungton Meetings with the City staff as descnbed in Bremerton/Parametrix Well 15/17 Page 4 of 8 Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties E Entue AQreement: This Agreement and its Exlubrts constitutes the ent�re agreement between the Parhes, and the Parhes acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement F Severabilrtv 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 written uistrument signed by both Parties H Wntten Notices All commwucahons regard�ng this Agreement sha11 be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and sha11 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 wnting. City Address Public Works and Utilrties 100 Oyster Bay Road N Bremerton, WA 98312 Consultant Address Parametnx 4660 Krtsap Way Bremerton, WA 98312 I. Waiver• Failure to enforce any provision of tlus Agreement shall not be deemed a waiver of that provision Wasver of any nght or power arismg out of tlus Agreement shall not be deemed wa.iver of any other right or power. J Non-Waiver of Breach. The failure of the City to insist upon stnct performance of any of the covenants and agreements contamed herein, or to exercise any option herem conferred m one or more instances 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 m performmg rts obhgations under this Agreement. L Choice of Law and Venue This Agreement shall be interpreted according to the laws of the State of Waslungton. Any�udicial achon to resolve disputes ansmg out of th�s Agreement shall be brought in Kitsap County Superior Court. M Attorneys' Fees In the event of litigahon to enforce any of the terms or provisions herem, each party shall pay all rts own costs and attorney's fees N Assignment. Any assignment of tlus agreement by the Contractor without the written consent of the City sha11 be void. Bremerton/Parametnx Well 15/17 Page 5 of 8 VIII. Nondiscrimination: Consultant shall not discnminate in employment or services to the public on the basis of race, color, national origm, sex, religion, age, marital status, disability, or sexual onenta.tion except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement sha11 remain in force unhl completion and acceptance of the services, terniinated by written instivment upon mutual consent, or by the City of Bremerton for converuence. Tl�us Agreement may be immediately terminated 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 wlthin tlurty (30) days of the termmating Party's sendmg notice to the non-performing Party Any Notice by Consultant shall include a report showing the sta.tus of a11 rtems listed in the Scope of Work current through the terminahon date If the Crty receives reimbursement by any federal, state, or other source for work descnbed m Section I herem, and that funding is withdrawn, reduced or limrted m any way, or the pro�ect is cancelled or substanhally reduced after the execution date of tlus Agreement and pnor to the completion of the work, the City may su.mmanly terminate this Agreement. A. Excusable Delays: The nght of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays m the completion of the work due to 1) any acts of the federal government m controllmg, restnchng, or requisihorung materials, equipment, tools, or labor by reason of war, nahonal 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 tune of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, stnkes, or weather of unusual seventy PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty wrthm ten (10) calendar days m wrrtmg 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 sha11, m wrihng, extend the tune for completing the work for a period of time commensurate wrth the period of excusable delay. B Ri ts Upon Termmation In the event of termination, the Crty sha11 pay for all services performed by the Consultant to the effective date of termuiation, as descnbed on a final mvoice submitted to the Crty. After termmation, 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 Crty without restriction. Any such use not related to the project which Consultant was contracted to perform shall be v�nthout hability or legal exposure to the Consultant X. Suspension & Debarment. For contracts involvmg Federal funding, Consultant hereby certifies, by sigrung tlus agreement, that nerther rt nor its principals are presentiy debarred, suspended, proposed for debarment, declared meligible, or voluntanly excluded from participation in tlus transact�on by any Federal department or agency Consultant shall provide immediate written notice to the Crty if at any time rt leams that rt is or has become ineligible for certificahon. Should Consultant enter into a covered transachon vv�th another firm, Consultant agrees by sigrung tlus agreement that rt will venfy that the firm wrth whom rt mtends to do busmess is not debarred, suspended, mehgible, excluded or disqualified Bremerton/Parametrix Well 15/17 Page6of8 CITY OF BREMERTON B its:_ Date Approved as to form ,�Ti�J �1 //� Bremerton City Attorney R�Legal�Lega1\Cont�acts�FORMS�Professwnal Serv�ces Agrcement Fomi (2012) doc Bremerton/Parametnx Well 15/17 Page 7 of 8 CONSULTANT �� �� By: �Ph� �. 5t��c k its: Sr . Ccx�sv�.�t�t Date. d 13\ � 20�1,� Attest IV �I� Crty Clerk EXHIBIT A SCOPE OF WORK The scope of wark for Parametr�z's swct�ual design wnll mclude the follawmg • Prvv�de one PDF s� and aa�e pap� capy set of s�gned amd sealed (by a Washmglon State Sunctvral F�gm�') Chemical Bwtdmg strucNral plan �tches. Skeich mformauon vnll be pte�d on I 1- by 17-mch sheets end up to fwr sk�ch sheeu wdl be provsded • Provtde one PDF set and one paper copy set of sig�d and �(by a Wash�ngton State SUncwral Eng�naer) sqnctural calculauar�s w support tbe stnxhual plan sk�ch mfo�acm Swctural caMulanons vnll �nc(u� roof laad and seism�c elero�ts_ Up w e►ght smgl�stded pages (8 S- by 11-�h paper size) of sduccural calcolaUons w�p be prov�ded. Pazametnx assa�s that the Gty or oih�s nnll be respons�bfe for fc�llowmg. • HVAGPIumbmg-related bu�ld�ag penmt Rems anll be by�bthecs • EleMncal-related bmldmg pernut rtemg wnli be by otLers • F"me code-related baildmg perrrnt rtems, sach as bmldmg signage, wdI be by otheis • Cny stafl'or athers wnll ussemble the buildmg pwrmt appliaruon, complete font�s, a� subimt pernut fce Peram�nx sunctural plan sketches and calculadons will be u►co�Cnated by Crty stafT mto ffie bu►tdmg perm�t appluateon • Other suppordng info�uon for the buildmg pemut appl�cation soch av geotecM�cal site repott (�f �reaessary) wd1 be by otheta • The scte plan showmg bwtd�ng Mcaticm on the designated pmcel wrll be by odteis EXHIBIT B SCHEDULE Consultant will deliver rts work products no later than two weeks after recervmg notice to proceed. EXHIBIT C BUDGET Services will be billed on a lump sum basis totalmg $3,150 00 based on a rate schedule of 16 hours seruor engineering time at $185/hour and 2 hours of admimstrative tune at $95/hour. Bremerton/Parametrix Well 15/17 Page 8 of 8