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Contract Number 4490
ABSG CONSULTING INC
Seismic Upgrades - Reservoirs 5N&S/8/10N&S/21/22
Engineering
PRO File Class LEG 12-1
$25735.00
05/12/2005
06/15/2006
02/15/2008
GL
AL
E&O
$
$
$1000000.00
Insurance Total
Insurance Review Date
$1000000.00
09/01/2005
Vault 01/01/2008
PROFESSIONAL SERVICES AGREEMENT
ABSG CONSULTING, INC.
SEISMIC UPGRADES TO RESERVOIRS
5 North & South, 8, 10 North & South, 21 and 22
PROJECT NO. 4304, 4305, 4315, 4316, 4317 & 4318
The City of Bremerton ("City") and ABSG Consulting, Inc. ("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 March 2, 2005, 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 VILG. 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. 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 June 15,2006 in support of the State of Washington
Hazardous Mitigation Grant Agreement and construction; 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 Twenty Five Thousand Seven Hundred
Thirty Five Dollars ($25,735.00). Consultant's charges and bills shall conform to Exhibit B and
the fee schedule attached hereto as Exhibit C and incorporated herein by this reference.
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 the Scope of Work and 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
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 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 in accordance with
Exhibit C.
Bremerton/ ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 1 of7
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.
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. Indemnification: 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 the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
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.
Should a court of competent jurisdiction determine that 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.
Bremerton/ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
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 termination of this Agreement.
VI. 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-Consultants.
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 general 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 Liabilitv 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.
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 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.
Bremerton/ ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 3 of 7
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The Consultant's insurance shall be primary insurance as respects the City and the City
shaiI be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
If, in the City's sole determination, a dispute or claim arises, the City reserves the right to
demand and receive a certified copy of all the required insurance policies from the Consultant.
VII. 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 Seattle, 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 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. 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.
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Seattle, 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.
Bremerton/ ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 4 of 7
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i
E. Entire Agreement: 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. Severability: 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 1st 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:
Public Works & Utilities
3027 Olympus Drive
Bremerton W A 98310-4799
Consultant's Address:
ABSG Consulting Inc.
600 Stewart Street, Suite 1220
Seattle W A 98101
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 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. Assignment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. 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, or disability, except for employment
actions based on bona fide occupational qualification.
Bremerton/ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 5 of 7
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 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 pf performance within thirty (30) days of the terminating
Party's sending notice to the non-perlorming 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 Delays: 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 govelll'ment 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 mu~t 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 this Agreement,
the delay is properly excusable, the. City shall, in writing, extend the time for completing the
I
work for a period of time commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event of termination, the City shall pay for all
services performed by the Consultantl 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 pertaining to this project which may be used by the City
without restriction. Any such use no~ related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
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Bremerton/ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 6 of 7
Approved as to form:
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R:\LEGAL\Contracts\FORMS\Professional Services Agreement Form (2003).doc
Bremerton/ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Page 7 of 7
EXHIBIT A
SCOPE OF WORK
SEISMIC ANALYSIS & STRUCTURAL DESIGN
March 2, 2005
GENERAL DESCRIPTION
The purpose of this Professional Services Agreement is for ABSG Consulting, Inc.
("Consultant") to provide structural analysis, recommendations, engineering cost
estimates, design and construction support to seismically upgrade Reservoirs 5 North &
South, 8, 10 North & South, 21and 22. The Consultant is to provide level of effort
consistent with the budget identified in Exhibit C as identified by the following phases:
PHASE I - SEISl\flC ANALYSIS AND RECOMMENDATION
A. Consultant to provide field evaluation/analysis and hazard assessment of the
existing Reservoirs 5 North & South, 8, 10 North & South, 21 and 22;
B. Consultant to provide recommendation as to seismic upgrades for each structure
with alternate recommendations for consideration by the City; and
C. Consultant to provide written rough order of magnitude cost estimate
based on the Consultant's recommendation and/or City selected alternates.
PHASE II - DESIGN, TECHNICAL SPECIFICATIONS, COST ESTIMATES &
CONSTRUCTION SUPPORT & DOCUMENTATION
A. Consultant to proceed with technical specifications including structural design
drawings for public bidding process, based on the selected recommendations or
City's selected alternates if any, or
B. Consultant to proceed with technical specifications including structural design
drawings for public bidding process for the reservoirs based on the Consultant's
Phase I Analysis, Recommendation and Cost Estimate for each structure.
C. Consultant will provide the structural technical specifications in a CSI format and
full size set of reproducible drawings to include structural general notes and design
details for concrete, concrete reinforcement, structural steel design and welding
criteria, etc. The City will provide the Contract Documents and General
Requirements for the public bid process.
D. Consultant will assist the City during the public bid process in responding to
structural design questions, provide timely clarification to prospective bidders and
selected Contractors during construction, and provide final inspection and written
approval.
10fl
Bremertonl ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Project Numbers: 4304,4305,4315,
4316,4317&4318
. ,
EXHIBIT B
COMPENSATION
CITY OF BREMERTON
SEISMIC UPGRADES
RESERVOIRS 5 North & South, 8,10 North & South, 21 and 22
Compensation for Consultant's services under this Contract shall be paid as follows for
authorized services performed.
Personnel Costs shall be at the hourly billing rates of the personnel listed herein and may
be adjusted by the Consultant upon 30 days written notice to the City. For positions and
other work not covered by the "billing rates" included herein, direct labor with a
multiplier of 2.8 will be utilized to calculate total labor cost inclusive of overhead and
profit.
Monthly invoices shall be submitted to the City for work performed subsequent to work
covered by all previously submitted invoices and shall be computed pursuant to the rates
and limitations set forth in Exhibit C .
The approximate distribution of costs with respect to each Phase is presented in Exhibit C
The Consultant may adjust the distribution of compensation between individual tasks
noted within the Phase to be consistent with services actually rendered, but shall not
exceed the total estimated compensation amount unless approved in writing by the City.
1 of 1
Bremertonl ABSG Consulting, Inc.
Seismic Upgrade - Reservoirs 5 N&S, 8, 10 N&S, 21 & 22
Project Numbers 4304, 4305, 4315,
4316,4317 & 4318
----,
City of Bremerton
Seismic Upgrade Design
Reservoirs #5NS, #8, #10NS, #21 and #22
ABS Total
Labor Cost +
EXHIBIT C
FEE SCHEDULE
Sr. Proj.
Mgr.
Ludwig
$125/hr.
Symonds
Director
$170/hr.
Structural
Engineer
Damianick
$95/hr.
CAD Admin
$70/hr. $55/hr.
Comments
Phase 1 Evaluation and Recommendations
Reservoir 5 N&S $
Reservoir 21 $
~~~~~ $
Total PH I -- Labor $
340
170
170
680
2
1
1
4
Phase 2 Construction Documents, Bidding and Construction Support
Specs are concrete steel, and paint, City to do front end/general requirements
$ 4,435 8 20 4 2 1 Construction Support
$ 5,685 6 32 2 6 1 CD + Elevated Walkway
$ 7,215 2 32 12 24 1 CD's, etc.
$ 7,215 2 32 12 24 1 CD's, etc.
$ 505 0 0 0 0 0
$ 25,055 18 116 30 56 4
Reservoirs 8 & 10 N&S
Reservoir 5 N&S
Reservoir 21
Reservoir 22
Direct costs at cost plus 10%
Total PH II--CD/CA--Labor
Total (PH I + PH II)
$ 25,735
EXHIBIT C - Fee Schedule
ABSG Consulting, Inc.
Fee Schedule