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PROFESSIONAL SERVICES AGREEMENT
Bremerton Crosswalk Improvements
Project#42105
The City of Bremerton("City") and Materials Testing& 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 June 30,2016,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 A;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 servi s provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to excee�5,830. Consultant's charges and bills shall
conform to the fee schedule attached hereto as Exhibit A 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 shail 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�A.
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
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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.
Bremerton/Materials Testing&Consulting, Inc.
Bremerton Crosswalk Improvements Rev 02-16
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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 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. Indemni�cation:
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
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 an of these covenants of indemni
y fication.
B. Architects. En�ineers 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
Bremerton/Materials Testing& Consulting, Inc.
Bremerton Crosswalk Improvements Rev 02-16
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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
3. Excess Lia6ilitv 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 Comaensation insurance as statutorily required by the Industrial Insurance Act
of the State of Washington,Title S 1, 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.
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
Bremerton/Materials Testing&Consulting, Inc.
. Bremerton Crosswalk Improvements Rev o2-16
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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,return receipt requested to City of Bremerton,attn:Risk Management,345 6`h 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 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 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. 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.
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Bremerton Crosswalk Improvements Rev 02-16
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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 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 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 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.
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 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
City of Bremerton Materials Testing&Consulting, Inc.
345 6`h Street, STE 600 5451 N.W.Newberry Hill Rd.
Bremerton, WA 98337-1873 STE 101
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 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.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State,
I and local laws in performing its obligations under this Agreement.
Bremerton/Materials Testing&Consulting, Inc.
Bremerton Crosswalk Im rovements
p Rev 02-16
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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 attorney's fees.
O. AssiQaunent: 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 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 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 cunent
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 Delavs: 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 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)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.
B. Ri ts U on 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
Bremerton/Materials Testing&Consulting, Inc.
Bremerton Crosswalk Improvements Rev 02-16
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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 aze presently debarred,
suspended,proposed for debarment,deciared 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
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 disyualified.
CITY OF BREMERTON CONSULTANT �;'� '�-
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Materials Testing Consulting, Inc
By: Chal Martin,PE gy; Barry W Brovan
its: Public W rks Director its: Estimator
Date: � 2 Il� Date: 8-18-16
Approved as to form: p '
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Breme City torney City Clerk
R:'Legal\Legal�.Contracts�FORMS�Professional Services Agreement Form(2016).doc
Bremerton/Materials Testing&Consulting, Inc.
Bremerton Crosswalk Improvements Rev o2-16
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Geotechnicsl Engineering&Consulting�Materials Testing�Special Inspection�Environmental Consulting
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Date:June 30,2016
Client Name: City of Bremerton Public Works and Uti lities Conract: Gus Brandon Garcia,Civil Engineer I
Address: 3027 Olyropus Drive,Bremerton,WA 98337
Phone: (360)473-2317 F��
Email: Gus.GsrciaQci.bremerton.wa.us
Project Name/Location: Bremerton Crosswalk/Various Locallons
Materials Testing 8c Consulting,Inc.(MTC)tha�ks you for the apportunity,md respectfully submits the followingproposal to provide materals testing
and special inspection services during construction of he above-referenced ptoject.
Based on Civil/Structural drawings dated:Jan 2016 Architect:Skiliings Connolly
Combined with ourpest experience with proje¢s of similar size and scope,we esimate the total cost of ourservices for this project to be:
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Item Visits Unit Quanti Rate Totel
IPD-S-Sub ade Com action 5 Hour 20 $ 55.00 $ 1,100.00
IPD-A-A halt Pavin 5 Hour 20 $ 55.00 $ 1,100.00
Sam le Picku if R uired Allowance Hour 4 $ 55.00 $ 220.00
Subtotal-Earthwork&As halt Services: $ 2,420.00
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item Unit Quanti Rate Total
Moisture Dens Relationshi /Proctor with Sia+e Each 1 $ 235.00 $ 235.00
Send E uivalent Each 1 $ 80.00 $ 80.00
Fracture Peroen e Each 1 $ 60.00 $ 60.00
As halt Extractian with Gradation Each 1 $ 235.00 $ 235.00
Rice Densi Each 1 $ 80.00 $ 80.00
Uncom acted Void Conent Each 1 $ 150.00 $ 150.00
Subtotal-Laborato for Eart6work&As h alt: $ 840.00
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Item Visits Unit Qusnti Rate Totai
RC-Site Convete-Curbs,Ram ,GutterS Sidewalks S Hour 30 $ 55.00 $ 1,650.00
Subtotal-S ecial&Construction Ins ection: $ 1.650.00
� '� � ��
Item Unit uanti Rate Totsl
Concrete Com ression Test C linders-4"x 8"-Sets of 5 Each 25 $ 24.00 $ 600.00
Subtotal-S ecial&ConstrucNon lns ection: $ 600.00
� � �
Item Unit uanti Rate Total
Pro'ect Man er Hour 4 $ 80.00 $ 320.00
Subtotal-Pro'ect Mana ement&ConsulNn Serv ices: S 320.00
• Prices are subject to change if this agreement is not executed within 90 days from the date of the bid.
• All services will be provided on a time and materials basis. The total is an estimate the actual construction cost will be based on the project
schedule and sequencing.The estimate is not a guaranteed price.A four hour minimum char�applies to all work perforned,billing is also based on a
portal to portal basis.
• MTC will utilize the laboratory based closest to the project site.MTC offers additional services upon request which will be billed at our regular
fee schedule.Aeeptance of this proposal willconstitute agreement to IvII'C standazd general terms and conditims.
• In ctosing,our experienced inspection staff will ensure the highest level of quality is brought to your project. We believe that our local staff and
vast experieno�on projects of similar sze and scope make MTC the clear team memberof choice for this projea. We look fonvard to workng with you.
Respectfully Submited,
� /_,!'� Client Author¢ed Signature
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Bazry W Brovan,Fstimator
(360)755-1990 Printed Name&Title Date
Page 1 of 2
l�ia�erials Test�ng & Consulting, Inc. '°""
Geotechnical Engineering&Consultiog�Materials Testing�Special Inspection�Environmental Consulting
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Date:June 30,2016
Client Name: City of Bremerton Public Works and Uti lities Contact: Gus Brandon Gareia,Civil Engineer I
Address: 3027 Olympus Drive,Bremerton,WA 98337
Phone: (360)473-2317 F�� �
Emai1: Gus.Garcis(r�ci.bremerton.wa.us
Project Name/Location: Bremerton Crosswalk/Various Locations
Corporate•777 Chrysler Drive•Burlington,WA 98233•Phone 360.755.1990•Fax 360.755.1980
SW Region•2118 Black Lake Blvd.S.W.•Olympia,WA 98512•Phone 360.534.9777•Fax 360.534.9779
NW Region•805 Dupont St,Suite 5•Bellingham,WA 98226•Phone 360.647.6061•Fax 360.647.81 l 1
Kitsap Region•5451 N.W.Newberry Hill Road,Suite 101 •Silverdale,WA 98383•Phone/Fax 360.698.6787
Visit our�vebste:www.mtc-inc.net
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