HomeMy WebLinkAbout1 - Original Submission_ 20210923_4561_Professional Services AgreementPage 1 of 13 Bremerton/AES Consultants, Inc. Surveying and Topographic Mapping of Well 7 and 9 Sites Rev. 09/2021
PROFESSIONAL SERVICES AGREEMENT with AES Consultants, Inc. for Survey and Topographic Mapping of Well 7 and 9 Sites
The City of Bremerton (“City”) and AES Consultants, 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 theScope of Work, dated September 3, 2021, including any attachments thereto, attached hereto asExhibit A, which is incorporated by reference herein. The Scope of Work may be modified onlypursuant 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 beperformed in accordance with generally accepted professional practices in effect at the time suchservices 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 workdescribed in Exhibit A is to be completed as provided for in the work schedule attached hereto asExhibit B; provided however, that additional time shall be granted by the City for excusable delaysor extra work as provided for in Section IX.A of this agreement.
III.Compensation: In consideration of the services provided pursuant to this Agreement, theCity shall pay Consultant in an amount not to exceed $20,080.00. Consultant’s charges and billsshall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by thisreference.
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 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.
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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. 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 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 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
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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-contractors.
Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and 2. Commercial 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 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington. 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.
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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, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th
Street, Suite 100, 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. In the event that the Consultant employs other consultants or contractors (sub-consultants
or sub-contractors) as part of the work covered by this Agreement, it shall be the Consultant’s
responsibility to require and confirm that each sub-consultant or sub-contractor meets the minimum insurance requirements specified above. The Consultant shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon.
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.
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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.
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 thisAgreement 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 entireagreement 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 signedby both Parties.
I.Written Notices: All communications regarding this Agreement shall be sent to theparties at the addresses listed below by registered or 1st 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.
Notices to be sent to: Notices to be sent to:
CITY: CONSULTANT:
Attn: Bill Davis, PE Attn: Gary Chapman, PLS
City of Bremerton AES Consultants, Inc. 345 6th Street, Suite 100 P.O. Box 930 Bremerton, WA 98337-1891 Silverdale, WA 98383
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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,
and local laws in performing its obligations under this Agreement.
M.Choice of Law and Venue: This Agreement shall be interpreted according to thelaws 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 provisionsherein, 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.Equal Employment Opportunity Statement: In the hiring of employees for theperformance of work under this Agreement, the Consultant, its subcontractors, or any personacting on behalf of Consultant shall not discriminate in any employment practice on the basis ofage (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status,
military status, or the presence of any physical, mental or sensory disability.
IX.ADA Statement: The City of Bremerton does not discriminate on the basis of disabilityin programs and activities, which it operates pursuant to the requirements of the Americans withDisabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment
and admission to participation in the programs, services and activities of the City ofBremerton. Reasonable accommodation for employees or applicants for employment will beprovided.
X. 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 Bremertonfor convenience. This Agreement may be immediately terminated for cause by a Party if the otherParty 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 currentthrough the termination date.
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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 Delays: 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.Rights Upon Termination: In the event of termination, the City shall pay for allservices 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.
XI. 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, declared ineligible, or voluntarily excluded from participationin this transaction by any Federal department or agency. Consultant shall provide immediatewritten 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 disqualified.
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IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: CONSULTANT:
AES CONSULTANTS, INC. CITY OF BREMERTON
By: By:
Print Name: Tom Knuckey Print Name:
Its: Public Works Director Its: Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By: Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Professional Services Agreement Rev. 09 2021.docx
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President
10/11/2021
Gary Chapman
10/11/2021
10/11/2021
Exhibit A – Scope of Work
(See attached document)
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City of Bremerton Well 9 Replacement Scope of Work
Scope of Services
AES Consultants, Inc. (AES) will provide surveying and topographic mapping of the well
site property. The surveying and mapping activities will be composed of the following:
•Prepare a 2’ contour topography map of the site which will include allimprovements, visible surface utilities, underground utilities which can be located
using radio frequency devices and significant trees over 12” dbh.
•Utilize Kitsap County’s GIS to approximate the wetland locations on adjacentproperties.
Utility Locates
AES will hire a private utility locating service to mark underground utilities within the project area. Utilities will be located using standard radio frequency locating devices (for conductible utilities). Utilities to be located include natural gas mains and services,
primary and secondary power, cable TV, water mains and services, and
telecommunications (including fiber optics, if identifiable by standard radio frequency devices).
Site
The site is generally defined as Tax Parcel 4931-000-026-0006, including an area extending 50’ on the North and West sides and 10-20 feet on the East and South sides of the parcel.
Deliverables: Draft the final base maps in AutoCAD Civil 3D 2016 format
Budget:
Our cost to complete the topography of the site is $5,300.
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City of Bremerton Well 7 Replacement Scope of Work
Scope of Services
AES Consultants, Inc. (AES) will provide a boundary surveying and topographic mapping of the well site area. The surveying and mapping activities will be composed of the following:
•Prepare a 2’ contour topography map of the site which will include allimprovements, visible surface utilities, underground utilities which can be locatedusing radio frequency devices and significant trees over 12” dbh.
•Mark that portion of the West and South property lines of the NW1/4, NE1/4,SW1/4, Section 33, Township 24 North, Range 1 East, W.M., lying South of SR16 right of way.
•Record a survey drawing showing the property boundary marked as required by
RCW 58.04.
Utility Locates
AES will hire a private utility locating service to mark underground utilities around the
existing well site. Utilities will be located using standard radio frequency locating devices (for conductible utilities). Utilities to be located include natural gas mains and services, primary and secondary power, cable TV, water mains and services, and telecommunications (including fiber optics, if identifiable by standard radio frequency
devices).
Topography area
The topography area is undefined but anticipated to an area South of SR16 between the
West property line and a natural drainage channel which is to the East of the existing
well. We will work with the City staff to identify the best area to concentrate the topography. We anticipate the topography will area will be approximately 2 acres in size.
Deliverables: Draft the final base maps in AutoCAD Civil 3D 2016 format
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Budget:
Our cost to complete the topography of the site is $9,100. Contingencies
1. Title reports. As we work with the City on this project we anticipate a possible
need to research title documents for easements. We anticipate working with atitle company to order 1 title report for each site. Once we have evaluated the titlereports we may ask the title companies to do some additional research foreasement documents. They will do the additional research on an hourly basis at amuch less expense than ordering reports for multiple properties. A typical title
policy is $500, so I would budget $1,200 for title research.2. Additional surveying. At the City’s direction there may be a need for additionalsurvey items at each site. We are including 1 day fieldwork and a half of daydrafting for additional services for each site. This time will only be used at thedirection of City staff.
Overall budget
Well Site 9 $5,300 Well Site 7 $9,100
Title reports $1,200 Add. Survey $4,480
Total $20,080
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Exhibit B - Schedule
The Work in this Contract will be completed within 90 days of execution of the contract by both
parties.
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Exhibit C – Compensation
Contract Total (refer to Exhibit A) $20,080.00
Well Site 9 $5,300.00 Well Site 7 $9,100.00
Title Reports $1,200.00 Additional Survey $4,480.00
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