HomeMy WebLinkAbout5542 PROFESSIONAL SERVICES AGREEMENT
Harborside Fountain Pump Room Deck Structural Engineering
T'he City of Bremerton ("City") and Swartz En ing eering ("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 February 17, 2016, including any attachments thereto, attached hereto as
Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only
pursua.nt 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. 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 within 20 calendar days from date of contract
enactment; 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 sha11 pay Consultant in an amount not to exceed $690.00. Consultant's charges and bills
shall conform to the following fee schedule: Lum�sum of up to $690.00 upon completion of
work.
'The Consultant shall submit regular billing sta.tements 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 and/or delay
work tasks under the time frame set forth in Section II herein.
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.
1V. 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
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of the City. Consultant and its personnel have no authority to bind the City or to control the
Cifiy'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 si.milar work.
As an independent Consultant, Consultant is responsible for its own management. The
Ciiy'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 chaxges
axising 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 hannless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attomey fees, arising out of or in connection with the
perforxnance 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 En�ineers and An� 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 HERElN 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 sha11 survive the expiration or terniination of this Agreement.
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VI. Insurance: The Consultant sha11 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 sha11
provide a Cert�cate of Insurance evidencing:
1. Automobile Laabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General LiabiGtv 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
luruted to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability;and
3. Ezcess Liability 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 accepta.ble 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 andlor 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 sha11 be primary insurance as respects the City and it shall be
an affumative 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.
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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.
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 Silverdale, Washington. Consultant sha11 make such data, documents,
and files available to the City upon its request at a11 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 Ciiy's offices. Duplicate copies of this information sha11 be provided to the
City upon its request, and at reasonable cost.
All docuxnents, including all reports, drawings, specifications, computer software or other
items prepared or fixrnished 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 Images. 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 a11 precautions
necessary and sha11 be responsible for the safety of its employees, agents, and sub-consultants in
the performance of the work hereunder and sha11 utilize a11 protection necessary for that purpose.
All work sha11 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.
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E. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Silverdale, 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 Exhibit 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. Severability: 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 sha11 be sent
to the parties at the addresses listed below by registered or lst 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 Consultant Address
680 Lebo Blvd. P.O. Box 532
Bremerton, WA
98310 Silverdale, WA 98383
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
confened in one or more instances shall not be construed to be a waiver or relinquishxnent 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 sha11 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. 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.
O. Assi�ment: Any assignment of this agreement by the Contractor without the
written consent of the Ciiy shall be void.
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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 qualification.
IX. Termination: This Agreement sha11 remai.n in force until completion and accepta.nce 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 Pariy substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence conection 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 rei.mbursement 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 shall not be tertninated nor
shall Consultant be chazged 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 beyorid 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)
calendaz 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 h� ts Upon Terniination: 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. Suspension &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 debazment, 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
certification. Should Consultant enter into a covered transaction with another firm,Consultant
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agrees by signing this agreement that it will verify that the firm with whom it intends to do
business is not debaned, suspended, ineligible, excluded or disqualified.
CITY OF BREMERTON CONSULTANT
�
� �,
By: Je Elevado By: Ken Swartz
its: Parks&Rec. Director its: L�
Date: Z/�3/Zol� Date: 2.6�_
Approved as to form: Attes : �-
�
Bremerton C' orne City Clerk
R:�L,egal\Legal\Contracts�FORMS1Professional Services Agreement Form(2015)-2.doc
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EXHIBIT A
City of Bremerton Parks and Recreation Department
Harborside Fountain Pump Deck Structural Engineering
1. SCOPE OF WORK:
Swartz Engineering will provide structural engineering services to:
a. Document as-built information of the existing deck primary structure layout and
information from on-site investigation and site visit(s) and information available from
City of Bremerton.
b. Evaluate the existing deck load capacity in general in order to allow a determination that
the existing deck will be able to support lbs.
c. Evaluate the existing deck ability to support the proposed filtration system configuration
and load.
d. Determine what changes will be necessary to the structure in order for the existing deck
to support the new filtration system.
e. Develop engineering design details, to be detailed as shop construction drawings, for
changes necessary to use the existing deck to support the new filtration system.
Construction details shall be reviewed by, and receive general acceptance for
constructability from, the City of Bremerton for using City of Bremerton resources.
Level of detailing necessary shall be at the sole discretion of the City of Bremerton.
Engineered design remains the sole responsibility of Swartz Engineering.
f. Provide a complete engineering package, which includes engineering design drawings
with construction details and all necessary supporting calculations, as required to obtain a
City of Bremerton Building Permit for similar work when permitted by the general
public.
2. ASSUMPTIONS:
a. The filtration system will be skid mounted (such that the skid will support the entire
filtration system load, and the deck will support the skid and associated load).
b. The filtration system information of weight, location and/or center of gravity, and
dimensional layout is provided by the City of Bremerton to Swartz Engineering.
c. The lower level of the pump house can be used to install support columns if necessary,
with due consideration given to equipment and system components rema.ining in the
lower level.
3. BID AMOLTNT: $690.00