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PROFESSIONAL SERVICE5 AGREEMENT
[Insert project/contract name and ID number.]
The City of Bremerton ("City") �and Landau Associates (`°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 29 , 2016, 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. 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 $7240.00 . Consultant's charges 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 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 sha11 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 Ciry may withhold payment
until the statement is brought into compliance. Such withholding does not relieve Consultant of
its obligations under this Agreement.
Bremerton/Landau and Associates
Tracvton Beach Road Guardrail Project Rev 02-16
Page 1 of 7
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, duting the term of this Agreement, engage other independent Consultants to perform
the same or similaz 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, o�cials,
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, 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. Eneineers and A� 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 4.24.1 I5, 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 Consaltant's liability hereunder shall be only to
the extent of the Consultant's negligence.
IT IS FUR'I'I�R SPECLFICALLY AND EXPRESSLY UNDERSTOOD THAT TI�
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER
OF IlVIMIJNITY UNDER INDUSTRIAL INSURANCE, TTTLE 51 RCW, SOLELY FOR TI�
Bremerton/Landau and Associates
Tracyton Beach Road Guardrail Proiect Rev 02-16
Page 2 of 7
PURPOSES OF THIS INDEMNIFICATION. TI� PARTIES FURTF-�R ACKNOWLEDGE
THAT Tf�Y HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Iasurance: 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, emp(oyees, 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. Automo6ile 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 (XCL� if applicable; and
3. �gcess 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.
5. Workers Comuensation insurance as statutorily required by the Industrial Insurance Act
ofthe State of Washington,Title 51,Revised Code of Washington and employer's liability
with limits not less than $1,000,000.
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 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.
Bremerton/Landau and Associates
Tracvton Beach Road Guardrail Project ltev o2-16
Page 3 of 7
The Consultant's insurance shall 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. Reports 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 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 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 Olympia ,�i�hington. 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, ate 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.�aphs and Ima� Consultant shall not use or distribute photographs
or images depicting City officials, personnel, properly, or equipment whether prepared by
Bremerton/Landau and Associates �
Tracyton Beach Road Guardrail Project Rev 02-16
Page 4 of 7
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 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 atticles 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 Olympia , 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 stated in this
Agreement or such other address as may be hereafter specified in writing.
City Address Consultant Address
3027 Olympus Drive. 1115 West Bay Drive NW,
Bremerton,WA 98310 Suite 201
Olympia,WA 98502
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
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.
Bremerton/Landau and Associates
Tracvtorc Beach Road Guardrail Project Rev 02-16
Page 5 of 7
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 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 patty 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 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, mazital status, disability, or
sexual orientation 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 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 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 iri 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,�rs: 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 ofthe 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 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)calendat 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 ng�Lts 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
Bremerton/Landau and Associates
Tracyton Beach Road Guazdrail Proiect Rev o2-16
Page 6 of 7
invoice submitted to the City. After termination,the City may take possession of aIl records and
data within the Consultant's possession pertaining to this project which may be used by the City
without restiiction. 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 debarment,declazed 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 leazns that it is or has become ineligible for
certification. Should Consultant enter into a covered transaction with another firm,Consultant
agrees hy 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
�
� �`�---�
By: Chal Martin,PE $y; Calvin M , PE
its: Public Works Director ��: Principal
Date: ;'�/��(,, Date:�Tza�6
Approved as to form: st: �
Bremerton City Attorney i lerk
RU.,egalV..egal\Contracts�FORMS�Pmfess�onal Smica Agroanent Form(2016)dx
Bremerton/I.andau and Associates
Tracvton Beach Road Guardrail Project Rev 02-16
Page 7 of 7
EXHI�IT A
LANDAU
ASSOCIATES
February 29, 2016
City of Bremerton
3027 Olympus Drive
Bremerton,Washington 98310
Attn: Mr.Gus Garcia
. Transmitted via email to:Gus.Garcia@ci.breme�ton.wa.us
Re: Proposal for Geotechnical Engineering Services
Tracyton Beach Road NW Guardraii P�oject
Bremerton,Washington
Dear Mr.Garcia:
fn accordance with your request, Landau Associates, Inc. (LAI) is submitting this proposal for
geotechnical enginee�ing services in support of the Tracyton Beach Road NW Guardrail project in
Bremerton,Washington. Our project understanding is based on information provided by you and our
observations during a February 19, 2016 site visit.
We understand the installation of a guardrail is being considered at several areas along the west side
of Tracyton Beach Road NW.The areas being considered for new guardrail typically include limited
roadway shoulder.Steep roadway embankment slopes are typically present that terminate in Puget
Sound roughly 10 to 30 feet(ft� below the road. Bedrock outcroppings are present in the
embankment side slopes throughout the alignment.
You have requested that we explore the subsurface site conditions as a basis for developing a typical
geotechnical soil profile that can be used for guardrail design considerations.You have also requested
that we research and assist you in evaluating standard guardrail details that are appropriate for the
site conditions(i.e.,steep embankment slopes and shallow bedrock).
Scope of Services
Our specific scope of services includes the following tasks:
• Review available geologic and geotechnical information for the site.
• Mark our exploration locations in the field and complete the underground utility locate(1-
800... "Call before you dig") prior to digging.We assume any required right-of-way permits will
be processed at no cost to LAI.
• Explore the near-surtace soil and groundwater conditions by advancing 10 to 15 hand-tool
explorations along the roadway shoulder. Explorations will be advanced to approximate
depths of 3 to 5 ft below ground surface,or bedrock,whichever is shallower.We assume 2
1115 West Bay Drive NW,Suite 201 • Olympia,Washington 98502 • (360)791-3178 • www.landauinc.com
Tracyton Beach Road NW Guardrail Project Landau/�Ssociates
days for our field exploration effort.We also assume required traffic control services wi►I be
{imited to a roadway shoulder closure with warning signs and cones(flagging costs are
excluded}.
• Research standard guardrail details that are available through municipal sources and/or
provided by the City of Bremerton (City). Provide our opinions on the appropriate application
of such details to meet the specifit geotechnical conditions at the site (rock type, side slope
inclination,etc.).Such details might include rock anchors, abbreviated post spacing,etc.
• If necessary, provided limited design calculations for guardrail design using widely accepted
formulas and the site specific soil conditions. We assume any required vehicle loading
information will be provided by the City.This scope item is limited to 6 hours of project
manager time.
• Prepare a brief technical memorandum that outlines our geotechnical engineering conclusions
and recommendations along with supporting information. Draft and final versions of our
technical memorandum will be issued in PDF format.We assume the City will provide a site
plan for use in our report,as well as topography data along critical roadway sections.
Schedule
We can complete our field explorations within 2 weeks of receiving written authorization to proceed.
Provided the City is readily available to collaborate on guardrail details,our draft technical
memorandum will be available within 4 weeks after our explorations are complete.
Terms and Cost
Our scope of services described above will be provided on a time-and-expenses basis in accordance
with the terms and conditions of a professional services agreement to be issued by the City.We
estimate that our fee for the above scope of services will not exceed $7,240, as shown on the
attached Cost Estimate.We will not exceed this estimate without first receiving your authorization.
Closure
LAI appreciates the opportunity to submit this proposal and we look forward to providing
geotechnical service to you on this project. If any questions a�ise regarding this praposal,please call
us at(360)791-3178.
LANDAU ASSOCIATES, �NC.
�
Calvin McCaughan, PE
Principal
CAM/B1F/bar
2016-3295
(lf:\C_BREMERTON\201602 GUARDRAIL IMPROVEMEN75\TRACYTON BEACM PRO.D00(J
Attachments: Cost Estimate
February 29,2016 2
TABLE 1 wus�a�
BUDOET BREAKDOWN
TRACYTON BEACH ROAD NW GUARDRAIL
BREMERTON,WASHINGTON
EXHIBIT C
teseof Wwr T�dc
R Cost:
n�nka uo/oo (Ovarhead� Toml
I senbrvra��a S�nbrwH oewdhrwr wll TKhNd�n Tobh Q6edlabor 207.63% ProNl30lf GL Libo►Cosb
Wak Elen�ant TWt-Gaoqehnlal
Nevlew 1 2 1 4 $160.53 5333.31 $48.16 542.00
Fleldwork 20 20 $625.00 1297.69 187.50 $2110.19
E naerl 2 6 8 2 18 $686.16 1,424.67 205.85 52 316.66
TechMemo 2 8 4 14 $509.90 $1,058.71 152.97 $1721.58
Total S 6 3B 5 0 t 56 $1981.59 $4114.38 594.48 S6 90M
Rota Pmltlon $66•31 $40•24 531.25 31.92 $22.75 $31.25
Dlrectl�bw[at $330.55 $241•44 $1,187.50 $159.60 $0.00 $62.50 51,981.59
Indlrea Cosb Orerhead�707.69% 5686.32 550130 52 465.61 331.38 50.00 $129.77 $4114.38
Vro1M30fi DL 599.17 72.43 5356.25 547.88 50.00 518.75 $594A8
Total-la6o►Cmt $1116.04 $815.17 $400936 $538.86 $0.00 $211.02 56690.44
DIIIEQ ODSiS
Flek E ul menWehkks 300.00
Re roduttlon
Geotahnlcallaboroto 7estin
DAlll SubcontraRa
PrMte Utill Locate
Tnfflc Corrtrol Personal ard Devkn $Z50.00
Total•Dlrect CosL SSSO
Tafat 7,240
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