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5428
YOUTH WELLNESS CAMPUS DEVELOPMENT, LLC
PSA - NEPA Review for Youth Wellness Campus
Mayor
LEG 12-1
4/28/2014
8/26/2014
9/1/2014
2015
Comments :
PROFESSIONAL SERVICES AGREEMENT
NEPA Review for Yoath WeIIness Campus
The City of Bremerton ("Consultant") and Youth Wellness Campus
Development, LLC ("Organization"), refetred to collectively as the "Parties," enter into
the following Agreement for professional services:
L Scope: The Consultant agrees to perform the services more specifically described
in the Scope of Work, including any attachments thereto, attached hereto as Exlnbit A,
which is incoipocated by reference herein. The Scope of Work may be modified only
pursuant to Section VII. of ttris Agrecment.
II. Term: The Parties agree that the wo�ic described in Exhibit A is to be completed as
provided for in the work schedule attacbed herato as Exhibit B; provided however, that
additional time shall be granted by the Organization for excusable delays or extra work as
provided for in Section V�.A of this agreement
III. Compensation: Tn considera6on of the services provided pursuant to this
Agieement, the Organization shall pay Consultant $5,000, wluch shall be due prior to the
Consultant's commencing the work as deecribed in Exlribit A.
IV. Rcladonship of Parties: Consultant and its personnel are independent
Consultants and not employees of the Organization.
V. Indemnification:
A. Consultant shall defend, indemnify and hold Organization, its otrcers,
officials, employees, agents and volunteers harmless from any and all claims, injuries,
damages, losses or suits, including all legal costs and attomey fees, arising out of or in
connection with Consultant's performance of this Agreement.
B. Organiution shall defend, indemnify and hold Consultant, its officers,
officials, employees, agents and volunteers hazmless from any and all claims, injuries,
damages, losses or suits, including all legal costs and attomey fees, arising out of or in
connection with Organization's performance of this A�eement.
VI. Insurance:
The Parties aclmowledge that Consultant is a government entity and that
Consultant is self-insured.
B�emertoN Youth Wellness Campus LLC
NEPA Re�lew for Youth Wellness Cempus
page 1
VII. General Conditions:
A. Ownership and Use of Records and Documents: Original dacuments,
drawings, designs and reports. including those in electronic format, developed under this
Agreement are the property of the Organization All data, documents �d files created by
Consultant under this Agreement may be stored at Consultant's office in Bremerton,
Washington. Consultant shall make such data, documents, and files available to the
Organization upon its request at all reasonable times for the piupose of editing,
modifying and updating as necessaryuntil such time as the Organization is capable of
storing such information in its offices. Duplicate copies of this information shall be
provided to the Organizarion upon its request, and at reasonable cost.
All documents, reports, d.iawings, specifications, or other items developed outside
of ttus Agreement and owned by the Organization t�at are required by the Consultant to
complete the work described in Exhibit A shall be pmvided to the Consultant upon request
within a reasonable rimeframe. Such items may be stor�d at tfie Consultants
office in Bremerton, Washington and will be returned to the Organization upan
completion of the work described in Exhibit A.
All documents, including all reports, drawings, specifications, computer software
or other items prepared or fumished by Consultant pursuant to this Agreement, are
instruments of service with respect to the project and are the property of the
Organization. Any reuse by the Organization for other than the specific piupose intended
will be at the Organization's sole risk.
B. Place of Work: The Consultant shall perform t�e work authorized under
this Agreement at its offices in Bremerton, Washington. Meetings with the Organization
staffas described in Exhibit A, Scope of Work, shall take place at the Consultant's
offices, or at locations mutually agreed upon by the parcies.
C. Entire Aereement: This Agreement and its Exhibits consdtutes 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 t�is Agreement.
D. Severabilitv: Should eny part of this Agrcemeat be found void, the
balance of the Agreement shall remain in full force and effect
E. Modification: This Agreement may only be modified by written
instrument si�ed by both Parties.
F. Written Notices: AIl communications regarding this Agreement shall be
sent to the parties at the addresses listed below by registered or l 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.
BremertoN Youth Wellness Cempua LLC
NEPA Review for Youth Wetlness Campus
page 2
Oreanization Address Consultant Address
Youth Wellness Campus City of Bremerton Block Grant
P.O. Box 2201 345 6` Street, Suite 600
Bremertoq WA 98310 Bremerton, WA 98337
G. 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.
H. Non-Waiver of Breach: The failure of either Party to insist upon strict
performance of any of the covenants and agreemants contained herain, or to exercise any
option herein confecred in one or more instances shall not be wnstrued to be a waiver or
relinquishment of said covenants, agreements or options, and the same shall be and
remain in full force and effeck
I. 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 tlus Agceement shall be brought in Kitsap County Superior Court.
J. Attomevs' Fees: In the event of litigation to eaforce any of the terms or
provisions herein, each party shall pay all its own costs and attomey's fees.
K. Assienment: Parties may not assign their rights and responsibilities under
this Agreement without the written consent of the other Party, but consent may be
unreasonably withheld.
VIII. Termination: This Agreement shall remain in force until completion and
acceptance of the services, terminated by written instrument upon mutual consent, or by
the Consultant 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 Pazty, 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 sball include a report showing the
status of all items listed in the Scope of Work current thrnugh the terminetion date.
A. Excusable Delavs: 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 governmcnt in controlling, restricting, or
requisitioning materials, equipment, tools, or labor by m,ason of war, national defense, or
other national emergency; 2) any acts of the Organization, 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, strilces, or weather of unusual severity. PROVIDED, HOWEVER, that the
Bremerton/ Youth VUbltness Campue LLC
NEPA Revlew tor Youth Weilness Cempus
page 3
Consultant must promptly notify the Organi�ation witivn 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 Organization shall, in writing, extend ti�e time for
completing the work for a period of time commensurate with the period of excusable
delay.
B. Rights Upon Termination: In the event of termination, the Organization shall
pay for all services performed by t�e Consultant to the effective date of termination, as
described on a final invoice submitted to the Consultaat After tetmination, the
Organization may t�ke possession of all records and data within the Consultant's
possession pertaining to this project which may be used by the Organization without
restriction. Any such use not related to the project which Consultant was contracted to
perfoim shall be without liability or legal exposure to the Consultan�
CITY OF BREMERTON
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ORGANIZATION
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Approved as to form:
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Bremerton C Attomey
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Bremertan/ Youth Wellness Campus LLC
NEPA Review for Youth V1A�IIness Campus
page 4
EXHIBIT A— Scope of Work
Youth Wellness Campus NEPA
Consultant shell perform an environmental review for the property located at 3030
Wheaton Way, Bremerton, WA 98310, parcels A and B as described in the Exhibit C,
Legal Description, for future development of the Youth Wellness Campus.
Scope of work will include the foll�wing:
l. Environmental Asscssment level review, compliant with title 24 part 58 section
subpart 58.36 of the Code of Federal Regulations
a. Envirvnmental Assessment Checklist
b. StatutoryChecklist: consideration of all major relevant laws and
suthorities under 24 CFR 58.5 and 24 CFR 58.6
2. Preparation of adequate and defensible Environmental Review Record
3. Deteimination and authorization by Responsible Entity (City of Bremerton)
a. If EA shows proj ect will have no significant impact, proceed to number 4,
� below
b_ If EA shows proj�t will have potentially significant impact: p�ceed with
EnvironmentalImpact Statement— WORK ASSOCIATED WTTH EIS
�PREPARATION NOT COVERED UNDER THIS AGREEMENT
� c. If EA shows project will have significant aad unavoidabl� adverse
impacts: reject project
4. Publication of legal notices es follows:
a 15-day legal notice for any of the following:
Finding of No Significant Impact
Notice of lntent
Request for Release of Funds
b. Other unanricipated, r�uired publications and notices may require
amendment to Section III, Compensation, of this Agreement
5. Submission of Environmental Assessment to HUD for approval and release of
funds
BremertoN Youfh Wellness Campus LLC
NEPA Review tar Yarth Wellness Campus
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EXHIBIT B — Work Schedule
Yout6 We�lness Campus NEPA
Upon receipt of all required source documentation from Youth Wellness Campus LLC
(Phase I ESA and Geotechnical report) and City of Bremerton (SEPA), Consultant will
require 3 months to complete the NEPA, including HUD ielease of funds
BremertoN Youlh Wellness Campus LLC
NEPA Revlew for Youth Weliness Campus
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EXHIBIT C
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� CONSULTANTS INC. PROFESSIONAL LA S URVEY O R S
1'.Q HOY 9�0 • 3412 N.W.lA1YEt1 "OLDTOWN6' • SILVERDALE, WA 98383 • 3G0697b100 • FA]C 360�59:�8927
[.�ASE LEGAL DESCRIPTIONS
BREMERTUiV YOi3TH WELLNESS CENTER
PARCEL A
THAT PORTION OF lAT A OF CITY OF BREMERTON SHORT PLA'f NO. &257 (5P98-0009) AS
RECORDED UNDER AUDITOR'S FILE NO. 200007280130, AN AMENDMEN'I' OF AUDITOR'S
F1LE NO. 3120723, BEING A PORTION UF THE NORTHWEST QUARTER OF THE NQRTHWFST
QUARTER, SECT[ON !2, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY,
WASHtNGTON, DESCRTBED AS FOLLOWS:
BEG[NNMG AT THE NORTNWEST CORN6R OF SA1D LOT A; THENC� �UUTii 1°45'35" WEST
ALONG THE W EST LRVE TF�REOF 86.62 FEET; T[�ENCE SOUTH 88° 18'S5" EAST 408.69 FEET;
'fHENCE NORTH 1°46'SO EAST 54.25 FEET; T'IiEI�TCE SQUTH 88°Z 1'49" EAST 216.45 FfiET;
THENCE SOUTH 39°55'31" EAST 26.38 FEfsT; 7'I�NCE SOU'IH 2 WEST 122.86 �EET;
THENCE NORTH 88°22'3b" WEST 1�4.10 FEET; THENCE NORTH 86°29'l0" WEST 81.86 FEET;
THENCE NORTH 88 L4'Q8" WES'f 384. t 7 FEET TO THE W EST LiNE OF SA(D LO"i' A; THSNCE
SOUTH 1°45'35" WFST ALONG SAID LIIdE 509.44 FEET TO T'HH SOUIHWEST CORNBR OF
SAlD LOT A; THENCE SOUTH 88°39'23" EAST ALONG 7HE SOUTH LWB THEREOF 546.04
FEET; TIiENCE NORTN 0°41'OS" EAST 106.50 FEET; THENCE SOUTH 88°35' !3" EAST 362.46
FEET: 'CHENCE NORTH 4°04°53" EAST 355.21 PE6T; THENCE NORTH 17°34'S0" WE3T 233.42
FEET TO THE NOR'I"H LWE OF SAID LOT A; THENCE NORTH 88 WEST ALONG SAID
LINB 843.66 FBET TO THB POJNT OF 8EC31NNINC.
PARCEL B
THAT PORTIOT! OF LOT A OF CITY OF BREMERTON SHORT PLAT N0. B-257 (5P98-0009) AS
RECORDED UNDER AUDITOR'S FD..E h10. 20U007280130, AN AMENDME[VT OF AUDITOR'S
FILE N0. 3126723, BEINt3 A PORTION OF TI� NORTFiY1iFST QUARTER OF THE NORTHWEST
QUARTER, SECT70N 12, TOWNSHIP 24 NORTH, RANGE 1 6AST. W.M., tN KITSAP COUNTY,
WASHIIVGTON. DESCRIBED AS FULLOWS:
COMMENCING AT'il-Ifi NORTHWEST CORNER OF SAID L�T A; Tk1ENCE SOUTH I°45'35"
WEST ALUNG THE WEST LINE THEREOF 86.6? FEET TO'fliE POiNT OF BEG[iVNlNG;
THENCE SOITTH 88°18'S5" PAST 408.69 FEET; THENCE NORTH 1°46'S0" EAST 54.25 FEET;
T[iETlCE SOUTH 88°21'09" EAST 216.45 FEBT; THENCE SOITCH 39°�5'31° EAST 26.38 FEET;
THENCE SOUTH 2°58'34' WEST 122.86 FEBT; THENCE NORTt158°22'36" WFST 174.10 FEET;
THENCB NORTN 86°29' 10" WESl' 8{.86 FEET; THENCE NORTH 88°14'OB" WEST 384.17 FEET
Tp THE W EST LRJE OF SAID LOT A; THENCE NORTH 1°45'3�" EAST ALONG SAID LINH 85.21
F�SET TO TI� POTNT OF BEGi1JNING.
9-24-2013 SEO
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BremertonJ Youth Wellness Campus LLC
NEPA Review for Youth Weilneaa Campus
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