HomeMy WebLinkAbout5530 PROFESSIONAL SERVICES AGREEMENT
The City of Bremerton ("City") and Cardno, 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 November 20, 2015, including any attactunents 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. Tf 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 as provided for in the work schedule attached hereto as �
Exhibit B;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$24,500. Consultant's chazges and bills shall
conform to 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/or 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 andlor 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 amou.nt 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.
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 �
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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. �
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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:
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 the
Consultant's negligence in performance of this Agreement except for that portion of the injuries
and damages caused by the City's sole negligence, 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 Engineers and Any Other Professional Listed In and Performin�
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 INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS 1NDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
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The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: T'he 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. Auto�nobile Liabilitv insurance with limits no less than$1,000,000 combined single limit
per accident for bodily injury and property damage; and
2. Comenercial General Liability 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 Liabilaty 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.
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 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-
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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.
Notwithstanding any other provision of this Agreement,neither party shall be liable to the
other for any consequential damages, regardless of the nature of this fault or whether it was
committed by the City or Consultant, their employees, agents, subconsultants or subcontractors.
Consequential damages include, but are not limited to, damages for delay, loss of use and loss of
profit.
Consultant's liability under this Agreement or arising from the performance or non-
performance of the Services under any theory of law, including but not limited to claims for
negligence and breach of contract,shall not exceed the full amount of the contract award,including
any change orders or supplemental task authorizations.
VII. General Conditions:
A. Renorts 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
properiy 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 safeguazds 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
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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 Photo�phs and Ima e�s. 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 Consulta.nt's Risk: Consultant shall take all precautions
necessary and sha11 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. 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. �
F. 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.
G. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full 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 1 st class mail, or by personal service,
and shall be deemed sufficiently given if sent to the addressee at the address sta.ted in this
Agreement or such other address as may be hereafter specified in writing.
City Address Consultant Address
City of Bremerton Cardno, Inc.
345 6�" Street, Suite 600, 801 Second Avenue, Suite 700
Bremerton, WA 98337 Seattle, WA 98104
J. 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.
K. 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
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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.
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: 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 sha11 be brought in Kitsap County Superior Court.
N. Attornevs' 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.
O. 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, disability, or
sexual orientation except for employment actions based on bona fide occupational qua.lification.
IX. Terffiination: 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 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 Dela,ys: The right of Consultant to proceed sha11 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 waz, 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 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.
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B. Rights Upon Termination:In the event of termination,the City shall 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 pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
X. Snspension &Debarment. For contracts involving Federal funding,Consultant hereby
certifies,by signing this agreement,that neither it nor its principals are presently debarred,
suspended,proposed for debarment,declared ineligible,or voluntarily excluded from ,
participation in this transaction by any Federal department or agency. Consultant shall provide
immediate written notice to the City if at any time it learns that it is or has become ineligible for
certiScation. Should Consultant enter into a covered transaction with another firm,Consultant
agrees by signing this agteement that it will verify that the firm with whom it intends to do
. business is not debarred, suspended,ineligible,excluded or disqualified.
� CTTY OF BREMERTON CONSULTANT
� � �
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By: a� .cr . By: Beth Cody
'its: �..k./' l�i.r.��d-a� its: Business Operations Manager
Date: (��/� Date: 12/3/15
. Approv as to form: est: , �
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erto ity ttome ' Cle k �
R•�LegalU.egeACom�acts�FORMS�Pmfessional Services Agreement Form(2015}2.dce
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ExhiGit A Scope of Nierk Schley Car�yon November 20,2015
Exhibit A Scope of Work
The City of Bremerton Public Works Department(City) requires assistance with a viable design of a culvert replacement
and fish passage project that addresses site specific challenges including a damaged culvert,existing gabion road
embankment,and a washed out gully in Schley Canyon. Our team will evaluate the existing conditions, and evaluate
alternatives that address the performance and integrity of the structural elements,geotechnical related construction issues,
and habitat restoration needs of this important project. Our subconsultants for this effort are KPFF Consulting Engineers
and Shannon&Wilson, Inc.
Task 1 Schley Canyon Feasibility Study
The Cardno Team understands that some work has been completed towards developing the Schley Canyon project
including topographic survey.We understand that the City of Bremerton wishes to replace an existing culvert with a larger .
culveR or a single-span bridge at the Wheaton Way crossing.The existing roadway is two-lanes wide and about 45 feet
above the creek ravine.
1.1 Kick-Off Meeting and Site Visit
We will kick off the project by meeting with the City at their office near the project site. During the meeting,we will gain
their insights about the property and the area,project schedule and communications will be established,access and
permitting requirements reviewed,and design alternatives will be outlined, Stakeholders including WDFW and Suquamish
Tribe will be consulted to advise our team on specific fish and wildlife management objectives to help guide our
consideration of ecological outcomes as a major determinant of our restoration design approach,
The Cardno Team will conduct a site visit to Schley Canyon,Wheaton Road, and the gully upstream of Wheaton Road.
We will rely on existing information regarding topography,geology,antl City records of the gabion basket reinforcetl
embankment. Our site visit team will include a River/Habitat Engineer,Geotechnical Engineer, Structural/Bridge Engineer
and Fluvial GeomorphologisUEngineer. After the site visit our team will identify three(3)alternatives to evaluate.
Schedule: within 30 days of Notice to Proceed - Exhibit 8 Work Scheduie
1.2 Alternative Evaluation and Feasibility Study
Based on site visits,existing data and information,and co{laboration with the City,the Cardno Team will prepare
conceptual level design documents(schematic plans and cost estimate)to determine feasibility and costs for three(3)
alternatives. Initial alternatives include replacement of the existing culvert with a larger culvert(trenched and trenchless
options)and replacement with abutments and bridge. These may change based upon the site visit findings.. We will also
evaluate options to restore the washed out area of Schley Canyon and restore fish passage up to and through the
Wheaton Way Crossing. If fish passage is not feasible,we will evaluate and recommend appropriate mitigation. The
preliminary plans will be completed to a schematic level of detail sufficient to allow the project team and stakeholders
agreement on which alternative is appropriate. Upon completion of the condeptual design documents,Cardno will conduct
a design review meeting at the City's office in Bremerton.We may at this time recommend short term fixes if required to
ensure roadway stability until permanent fixes are implemented. We will develop feasibility level conceptual design
documents comprised of the following:
• Schematic DrawinQs. The plan sets shal{consist of graphic representaiions reviewed by a Senior Engineer,
showing plans,elevations,and sections,for use by the project team to choose a preferretl direction for the
project.Plans will be submitted in PDF format(11x17)and(2) 11x17 hardcopies with CAD files available upon
request.
• Cost Estimate. The schematic level project cost estimates will be prepared. It will include site investigations
required,final design,permitting,and construction costs.
Ncvember 9,2015 Proposal for Sch!ey Canyon
Project
• Feasibilitv Memorandum. The Cardno Team will complete a feasibility summary memorandum to document the
evaluation performed under this scope of work.This document will include a discussion of project alternatives,
engineering feasibility,constraints,costs, risks,and benefits,
Deliverables: Conceptual Level Drawings,Memo with Short-and Long-Term Findings and Recommendations, Cost
Estimate, Mitigation Plan if needed,
Schedule:Within 120 days of Notice to Proceed. Exhibit B Work Schedule
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�� Cardno�
Shaping the Future
Cardno
801 Second Ave.
Swte 700
Seattle,WA 98104
USA
� Phone 206 269 0104 �
Toll-free 800 368 7511
Exhibit C F� zoszssoosa
www.cardno.com
Labor Rates
Senior Consultant $215.00
Pro'ect En ineer $135.00
Staff En ineer $110.00
Pro'ect Coordinator $95.00
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