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5476
PARAMETRIX INC
PSA - Pavement Preservation Project
Engineering
LEG 12-1
4/6/2015
8/1/2015
9/1/2015
2016
PROFESSIONAL SERVICES AGREEMENT
Pavement Preservation Projec4
The City of Bremerton ("City") and Parametrix, Inc. ("Consuttant"), refened to
collectively as the "Parties," enter into the following Agreement foz professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated March 30, 2015, 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 VII.H 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. Consnitant 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 aze performed.
II. Term: 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 by August 1, 2015; provided however, that additional
time shall be granted by the City 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 in an amount not to exceed $6,184.00. Consultant's charges and bills
shall conform to the fee schedule atta.ched hereto as Exhibit B and incorporated herein by this
reference.
The Consultant shall submit regulaz billing statements deta.iling work performed and
amount charged on each ta.sk or portion thereof. The descriptions shall conform to and fail
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
confornung billing statement, the City shall prompdy process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frarne set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit 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 compensarion 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 in accordance with
Exhibit B.
If a billing statement does not conform to this Agreement, the City may withhold
payment until the sta.tement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
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Pavement Preservation
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IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functioas and responsibilities within its
field of expertise. Consultant and its personnel aze 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 Sta.te 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. Indemoification:
A. Consultant shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harmless 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
performance of this Agreement, unless Consultaat 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 covena.nts of indemnification.
B. Architects, En�ineers and Anv Other Professional Listed In and Performins
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
INDENINIFICATION PROVIDED I�REIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE TITLE 51 RC�V, SOLELY
Bremerton/Parametrix Rev. 2/15
Pavement Preservation
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FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WANER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injtuies to persons or damage to property which may azise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant sha11
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 general aggregate for
personal injury, bodily injwy and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCtn if applicable; and employer's
liability; and
3. Egcess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professiona! Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence%laim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies sha11 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
atta.ched 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 andJor 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 Iimits of the i.nsurer's liability.
The Consultant's insurance shall be pri.mary insurance as respects the City and it sha11 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,
Bremerton/Parametrix Rev. 2/15
Pavement Preservation
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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
proof of coverage in
evidence of coverage.
reserves its unqualif ed right to require at any time and for any reason,
the form of a duplicate of the insurance policy with all endorsements as
VII. General Conditions:
A. Renorts and Information: When requested by the City, Consultant shall fumish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be fumished 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. Ownershiu 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 u.nder 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 beaz no respansibility for its disclosure, inadvertent or otherwise.
All data, docurnents and files created by Consultant under this Agreement may be stored
at Consultant's office in Bremerton, Washi.ngton. 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 such
information in the City's of�ices. 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 softwaze or other
items prepared or furnished by Consultant pursuanf to this Agreement, are insiruments 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 consen�
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 a11 protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
Bremerton/Parametrix Rev. 2/15
Pavement Preservation
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of or damage to materials, tools, or other articles used or held for use in connection with the
work.
E. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Bremerton, Washington. Meetings 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.
F. Entire Agreement: This Agreement and its Exhibits constitutes the entire
agreement beiween 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.
G. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement sha11 remain in fu11 force and effect.
H. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent
to the parties at the addresses listed below by registered or lst class mail, or by personal service,
and sha11 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
3027 Olympus Drive
Bremerton, WA 98310
Consultant Address
4660 Kitsap Way, Suite A
Bremerton, WA 98312
J. Waiver: Failure to enforce any provision of this Agreement sha11 not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agteement shall not be
deemed waiver of any other right or power.
K. Non-Waiver of Breach: The failure of the City to insist upon strict perforn�ance
of any of the covenants and agreements contained herein, or to exercise any option herein
confened in one ox more instances shall not be construed to be a waiver or relinquishment of
said covenants, agreements or options, and the same shall be and rema.in in full force and efFect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal,
State, and local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: Tlus 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.
N. Attomeys' Fees: In the event of litigation to enforce
provisions herein, each party shall pay all its own costs and attomey's fees.
Bremerton/Parametrix
Pavement Preservation
Page 5 of 7
any of the terms or
Rev. 2/15
O. Assi ent: Any assignment of this agreement by the Contractor withaut the
written consent of the City shall be void.
VIII. Nondiscri�inati�n: Consultant sha11 not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disabiliry, or
sexual orienta.tion except for employment actions based on bona fide occupational qualification.
IX. 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 ternunated for cause by a Party if the
other Parry substantially fails to perform through no fault of the temunating Party, and the non-
performing Parry does not commence cosection of the failure of performance within thirty (30)
days of the terminating Parly'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
current 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 terminate this Agreement.
A. Excusable Delavs: The right of Consultant to proceed shall not be terminated nor
sha11 Consultant be charged with liquidated damages for any delays in the completion of the
work due to: 1) any acts of the federal govemment in controlling, restricting, or requisitioning
materials, equipment, tools, or labor by reason of waz, national defense, ar 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 notif.y 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
this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for
completing the work for a period of time commensurate with the period of excusable delay.
B. Ri�hts Upon Ternunation: In the event of ternunation, the City sha11 pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data. within the Consultant's possession pertauiing to this project which may be used by the Gity
without restrietion. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or le�al exposure to the Consultant.
X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby
certifies, by signing this agreement, that neither it nor its principals aze presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency. Consultant sha11 provide
unmediate written notice to the City if at any time it learns that it is or has become ineligible for
Bremerton/Pazametrix Rev. 2l15
Pavement Preservation
Page 6 of 7
certification. Should Consultant enter into a covered transaction with another firm, Consultant
agrees by signing this agreement that it wi11 verify that the firm with whom it intends ta do
business is not debarred, suspended, ineligible, excluded or disqualified.
CITY OF BREMERTON
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CONSULTANT
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Approved as to form:
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Bremerton City Attorney
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ity Clerk
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Project1150327_PMX PSA for CM (2) (2).docx
Bremerton/Paratnetrix
Pavement Preservation
Page 7 of 7
Rev. 2/15
EXHI�IT A
S�QPE QF WORK
City of Brernerton
Pavernent Preservation Pro�ect
INTRODUCTIOId
'�'his scope of work (SOW) is prepared to have Parametrix continue to assist the City of Bremerton wit�t
Cons�xu�tion Services and project Management for the Pavement Preservation projects. A budget �f
$6, l 84,Q0 reyuested is to manage the comple�ion of the suspended overlay work on Marine Dr. and
Trenton Ave. Please refet to the attached budget spreadsheet (�xhibit B) for a detailed budget breakdown.
The fopowing work will be pe: formed under this SOW:
Phase 01 Task 01 Construction Enginee�ing and �flanagement
�bjectives: Provide cons7uction mauagement support for the restart and completion of the overlay
projects on Marine Dr. and Trenton Ave. It is anticipated that this project will complete by
the end of Apri12015.
Activities.• The following activities will be performed as part of this task:
• Coordinate and lead pre-construction and weekly progtess meetings.
• Route for response the Contractor's Requests for Information (RFIs) and requests for change
orders and make recommendation to the City.
• Review and recommend payment requests, submittals, RFI's, Field Orders, and assist in
preparation of Char�ge Orders.
0 Coordinate necessary testing and inspections.
� Provi�e routine pro�ect management and communications.
Deliverables: The following deliverabies are associated with this task:
s Routine correspondence, budget updates, and invoices.
• Electronic copies of responses to material snbmittals, cut sheets, shop drawing review, RFIs,
and requests for change orders.
Assumptioras: The following assumptions are associated with this task:
e Project management ta.sks will be performed through the active construction period, which
is assumed to be complete by the end of Apri12U 15.
Pavement Preservallon Project Marcle 30, 201 S
Scope of Work
s Day to day constraction inspection and daily inspection report preparation will be
perr"ormed by City staff. In addition City staffwill work with tl�e Contractor in t12e field to
"field fit" curb ramps to meet ADA requirements to the maximum extent feasible (MEF).
• MEF paper work will be completed and filed by the City
SCHEDIlLE
Canstruction Notice to Proceed March 30, 2015
Physica! Completion (45 Vllorkir�g Days) April 30, 2015
Contract Cfoseout
August 31, 2015
Pnv¢ment Presrrvotion ProJect
Scope ojWork
March 30, 2015
PARAM�IRU[
EXHIBIT B - BUDGET
ProjeCt: Pavement Preservation Projcct
CLIENT: City of Bremerton
3P30/2015
Prepared By: .�Av7Y• �9�f�vt 03/30/2015
annon hompson, er ep ernce ns n Maneger