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5399
NORTHWEST CORROSION ENGINEERING
Reservoirs 19 and 20 - Interior Galvanic Anode
Cathodic Protection System
Water Resources
LEG 12-1
7/17/2014
10/15/2014
11/1/2014
2015
Comments :
PROFESSIONAL SERVICES AGREEMENT
Reservoirs 19 and 20 - lnterior Galvanic Anode Cathodic Protection System
The City of Bremerton ("City") and Northwest Corrosion Engineering ("Consultant"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services, goods and materials:
I. Scope: The Consultant agrees to perform the services and provide the goods and
materials more specifically described in the Scope of Work, dated January 30, 2014, including
any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein.
The Scope of Work may be modified only pursuant to Section VIII.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 City. Consultant further represents that the
services furnished under this Agreement will be performed in accordance with generally
accepted professional practices in effect at the time such services are performed.
II. 'd'erm: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed within ninety (90) days of contract execution; provided
however, that additional time shall be granted by the City for excusable delays or extra work as
provided for in Section X.A of this Agreement.
III. Compensation: In consideration of the services, goods and materials provided pursuant
to this Agreement, the City shall pay Consultant in an amount not to exceed $24,208 (including a
$3,000 contingency for additional services by the City's request under Section I of this
Agreement). Consultant's charges and bills shall conform to Exhibit A.
The Consultant shall submit regular billing 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 Exhibit A. 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 forlh in
Section II herein. The Consultant's billing fees shall be as delineated in 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 additional services if requested pursuant
to Section I.
If a billing 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 obligations under this Agreement.
Defective or Unauthorized Work. The City reserves its right to withhold payment from
Consultant for any defective or unauthorized goods, materials or services. If Consultant is
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Reservoirs 19/20 Cathodic Protection
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unable, for any reason, to complete any part of this Agreement, the City may obtain the goods,
materials or services on its own or from a third party, and Consultant shall be liable to the City
for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs,
including legal costs and attorney fees, incurred by the City beyond the maximum Agreement
price specified above. The City further reserves its right to deduct the cost to complete this
Agreement, including any Additional Costs, from any and all amounts due or to become due the
Consultant.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent 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 City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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 during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Warranty: The Consultant shall correct all defects in workmanship and materials within
one year from the date of the City's acceptance of the Contract work. When defects are
corrected, the warranty for that portion of the work shall extend for one year from the date such
correction is completed and accepted by the City. The Consultant shall begin to correct any
defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the
Consultant does not accomplish the corrections within a reasonable time, the City may complete
the corrections and the Consultant shall pay all costs incurred by the City in order to accomplish
the correction.
VI. Indemnification:
A. Consultant shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers har�nless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with Consultant's
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performance of this 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 indemnification.
B. Architects, En�ineers and Any Other Professional Listed In and Performing
Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that
Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in
the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Consultant and the City, 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
WAIVER OF IMMUNITY UNDER 1NDUSTRIAL INSUR.ANCE, 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 termination of this Agreement.
VII. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-contractors.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for
personal injury, bodily injury and property damage. Coverage shall include 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 insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
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All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a"claims-made" basis.
The City shall be named as an additional 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, 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 City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance 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 within two days of the cancellation, suspension
or substantive change of any insurance 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 in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VIII. 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 in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
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
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
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 in Sedro-Woolley, Washington. Consultant shall make such data,
documents, and files available to the City upon its request at all reasonable times for the purpose
of editing, modifying and updating as necessary until such time as the City is capable of storing
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such information in the City's offices. Duplicate copies of this information shall be provided to
the City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Use of Photographs and Ima es. Consultant shall not use or distribute
photographs or images depicting City officials, personnel, property, or equipment whether
prepared by Consultant or provided by City without prior written consent of the City. The City
will not unreasonably withhold its consent.
D. 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.
E. Entire A�reement: This Agreement and its Exhibits 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 in the text of this Agreement.
F. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
H. Written Notices: All communications 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 this
Agreement or such other address as may be hereafter specified in writing.
City Address
City of Bremerton
ATTN: Shannon Corin
345 6 Street
Bremerton, WA 98337
Consultant Address
Northwest Corrosion Engineering
ATTN: Jeremy Hailey
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.
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Rev. 6/14
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 option herein
conferred in 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 in performing its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to the
laws of the State of Washington. Any judicial action to resolve disputes arising 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 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.
IX. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or
sexual orientation except for employment actions based on bona fide occupational qualification.
X. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This 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-
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
cunent through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily tertninate 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 requisitioning
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,
including, 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
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EXHIBIT A
January 30, 2014
Mr. William Davis, P.E.
City of Bremerton
3027 Olympus Drive
Bremerton, WA 98310
3� .
� � orthwest Corrosion Engineering
�; ���
10995 Warfield Road, Sedro-Woolley, WA 98284
Phone: (360) 826-4570 Fax: (360) 826-6321
SUBJECT: Reservoirs 19 and 20 — Cathodic Protection Design/Build Proposal
Mr. Davis,
Northwest Corrosion Engineering appreciates thc opportunity to providc you with this design/build
proposal for an interior galvanic anode cathodic protection system for Reservoirs 19 and 20. Specific
tasks associated with this proposal includc:
SCOPE
1. Provide drawings and specifications for a galvanic anode cathodic protection system. The
design shall provide corrosion control to the internal submergcd surfaces Reservoirs 19 and
20 for a minimum of 15 years. The design will include catalog cuts of materials that will be
used for the installation. All cathodic protection matcrials in contact with thc reservoir water
will be NSF-61 rated.
2. Supply labor, equipment, materials, and installation of thc designed cathodic protection
system.
3. After the reservoirs have bcen fillcd, complete a system chcckout and provide a commission
report to the City. The report will include all commissioning data, data analysis, installation
photographs, conclusions, and recommendations for continucd proper operation. It is
anticipated that once proper system operation is verified, it will be turned off during the 1-
year coating inspection warrantee.
The fieldwork associated with this proposal will be coordinated with the on-site coating contractor
while the reservoirs are off-line.
BUDGET
1. Design, installation, and testing: Reservoir 19 -$6,000, Reservoir 20 -$6,000
2. Matcrials: Reservoir 19 -$5,318, Reservoir 20 -$3,890, not including WSST
3. Contingcncy: $3,000
4. Estimated Total: $24,208
All work associated with this proposal will be completed by Registered Professional Engincer (WA)
and NACE Certified Cathodic Protection Specialist.
Sincerely,
Northwcst Corrosion Engineering
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Jeremy A. Hailcy, P.E.