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PROFESSIONAL SERVICES AGREEMENT
4t°Street Conceptual Graphics and Design Features Narrative
The City of Bremerton ("City") and Rice Fergus Miller Architects ("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 4,2016,including any attachments thereto,attached bereto as
Eghibit 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. 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 sc6edule attached hereto
as Eghibit B; provided however, that additional time shall be g�ranted 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 $7,500.00. Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this
reference. Fund source for this work will be 102.42.542.6142.
The Consultant sha11 submit regulaz 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
conforcrung 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 sha11 not perforra 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.
If a billin statement does not conform to this A ement the Ci ma withhold
g � , h' Y
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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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 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
aze 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 tlus 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
declazed 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 hazmless 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,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 Performing
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 daznages arising out of bodily injury to persons or damages to property
caused by or resulting from the concunent 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 IJNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
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WAIVER OF IMMUNITY UNDER INDUSTRIAL INSUR.ANCE, TITLE 51 RCW, SOLELY
FOR T'HE PURPOSES OF THIS INDENINIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE Tf�AT TI�Y HAVE MUTUALLY NEGOTIATED THIS VJANER
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
1'unit 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 properiy
damage;explosion,collapse and underground(XCI� if applicable;and
3. Eacess Liabilitv insurance with limits not less than 1,000,000 limit per occunence and
aggregate.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence/claim.
5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act
of the State of Washington, Title 51, Revised Code of Washington and employer's
liability with limits not less than$1,000,000.
An a ent of deductible or self insured retention shall be the sole res nsibili f
y p ym po ty o 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 sha11 be named as an a.dditional 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
a11 the required insurance policies and 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.
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The Consultant's insurance sha11 be primary and non-contributory insurance as respects
the City and shall contain a waiver of subrogation against the City for claims arising out of any
operations, liabilities and obligations to which coverage applies. It shall be an affirmative
obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by
certified mail, retum 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.
VII. General Conditions:
A. Re�orts 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. The City's project manager for this effort will be Chal Martin,
Public Works Director,chal.martin(a�ci.bremerton.wa.us.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports,including those in electronic format,developed under this Agreement aze 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 Bremerton, 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. Duplica.te 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 softwate or other
items prepared or furnished by Consultant pursuant to this Agreement,aze 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 Photo�raphs and Images. Consultant shall not use or distribute
photographs or images depicting City officials, personnel, property, or equipment whether
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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 all precautions
necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in
the perfornnance of the work hereunder and shall utilize all protecrion necessazy 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.
E. Place of Work: The Consultant sha11 perform the work authorized under this
Agreement at its offices in Bremerton, Washington. Meetings with the City staf�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 Ag,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 pari 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 regazding 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 suf�iciently 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
345 6�Street, Suite 600 275 5�'Street,Suite 100
Bremeton,WA 98337 Bremerton,WA 98337
J. Waiver: Failure to enforce any provision of ttus 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 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 fu11 force and effect.
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L. Compliance with Laws: Consultant shall comply with all applicable Federal,
State,and local laws in perfornung 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 shall 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 attomey's fees.
O. Assi�ment: Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
VIII. Nondiscrimi�ation: 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. TerminaHon: This Agreement shall remain in force wntil 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 ternuna.ting 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 substaatially reduced after the execution date of this Agreement and prior to the
completion of the work,the City may summarily temunate this Agreement.
A. Excusable Delays: The right o£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 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 aze 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
sezvices performed by the Consultant to the effective da.te of ternunation,as described on a final
invoice submitted to the City. After ternunation,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 pri.ncipals 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 leams that it is or has become ineligible for
certification. Should Consultant enter into a covered transaction with another firm,Consultant
agrees by signing this agreement that it will verify that the firm with whom it intends to do
business is not debarred, suspended,ineligible,excluded or disqualified.
CITY OF BREMERTON CONSULTANT
' ' � .
�t
By: Chal Martin
its: Public Works Director its: Principal
Date: � �, Date: March 8, 2016
Approved as to form: Attest: �
.� 7 r
Bremerton 'ty ttorney ' Clerk
R:U.egal�LegallContractslFORMS�Professional Services Agreement Form(2016).doc
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Eghibit A
Scope of Work
Drawing from the 4�'Street Action Crroup's inputs aad from the design charrettes,the Consultant
will develop conceptual graphics and design feature narrative(s) for the purpose of public
outreach and communication,and for the purpose of providing information to grant funding
entities.
The Consultant may subcontract for support from subconsultants as necessary and required,at
the discretion of the Consultant.
The City anticipates that additional partners will provide funding for this effort;this scope of
work represents 50%.
The City anticipates that draft materials will be provided to the ad hoc 4�'Street Action Group
participants and feedback gained prior to fmalizing the materials.
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Ezhibit B
Work Schedule
Work to be completed no later than December 31, 2016.
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