HomeMy WebLinkAbout1 - Original Submission_ Bremerton - Professional Services Agreement (11-09-21)Page 1 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
PROFESSIONAL SERVICES AGREEMENT Naval Avenue PSRC TAP Grant Application Support
The City of Bremerton (“City”) and HDR Engineering, 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 November, 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 unspecifiedadditional 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 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 work
described in Exhibit A is to be completed as provided for in the work schedule attached hereto asExhibit A; provided however, that additional time shall be granted by the City for excusable delaysor extra work as provided for in Section X.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 $ 4,500.00. Consultant’s charges and billsshall conform to the fee schedule attached hereto as Exhibit A 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 and will pay all undisputed amounts within 30 days following receipt of Consultant’s invoice. 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 A.
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.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 2 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
IV.Relationship of Parties: Consultant represents that it is skilled in the matters addressedin 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’semployees 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 availablefrom 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. TheCity may, during the term of this Agreement, engage other independent Consultants to performthe 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, to the extent arising out of or in connection with
the Consultant’s wrongful or negligent acts, errors, or omissions in the performance of this Agreement except for that portion of the injuries and damages caused by the City’s sole negligence, subject 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. In the event of liability for damages arising out of bodily injury to persons ordamages 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
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 3 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
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 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 redacted 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
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 4 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
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 redacted copy of the insurance policy with all endorsements as evidence of coverage. Redactions shall be limited to personally identifying information of employees, salary information, and proprietary information unless otherwise subsequently agreed to in writing by the City and the Consultant.
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 redacted 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 Bellevue, 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
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 5 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
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 photographsor 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 precautionsnecessary 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 Bellevue, 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 theAgreement 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 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:
CITY:
Attn: Chris Dimmitt City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337-1891
Notices to be sent to:
CONSULTANT:
Attn: Robert Acevedo HDR Engineering, Inc. 929 108th Avenue NE, Suite 1300 Bellevue, WA 98004
J.Waiver: Failure to enforce any provision of this Agreement shall not be deemed awaiver 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.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 6 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
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 the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court.
N. Attorneys’ Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney’s fees. O. 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 the performance of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of
age (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 disability in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities 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 of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided.
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 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 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.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 7 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with 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 all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City
without restriction, provided that Consultant may retain an archival copy of such records and data
for its project files subject to confidential treatment. 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 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 disqualified. XII Allocation of Risk. City and Consultant have evaluated the risks and rewards associated with this Agreement, including Consultant’s fee relative to the risks assumed, and agree to allocate
certain of the risks so, to the fullest extent permitted by law and notwithstanding anything to the
contrary in this Agreement, the total aggregate liability of Consultant (and its related corporations, subconsultants and employees) to City and third parties granted reliance shall be limited to the greater of $50,000 or Consultant’s fee, for any and all injuries, damages, claims, losses, or expenses (including attorney and expert fees) arising out of Consultant’s services or this
Agreement regardless of the cause(s) or the theory of liability, including negligence, indemnity, or
other recovery.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Page 8 of 8
Bremerton/ HDR Engineering, Inc. Naval Avenue PSRC TAP Grant Application Support Rev. 09/2021
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: CONSULTANT:
CITY OF BREMERTON HDR ENGINEERING, INC.
By: By:
Print Name: Print Name: Its: 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
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
11/17/2021
Rob Berman
Senior Vice President
Thomas Knuckey
Director of Public Works & Utilities
11/17/2021
Naval Avenue: PSRC TAP Grant
Application Support
City Project No.
Scope for Funding Support Services
November 2021
City of Bremerton
Prepared by:
HDR
929 108th Avenue NE, Suite 1300
Bellevue, WA 98004
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Naval Avenue PSRC TAP Grant Application Support | Exhibit A Scope of Work HDR
Page 1 of 2
CONTENTS
INTRODUCTION ............................................................................................................................................. 2
Scope of Work ..................................................................................................................................................2
Major Milestone Schedule ................................................................................................................................2
Project Assumptions .........................................................................................................................................2
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703
Naval Avenue PSRC TAP Grant Application Support | Exhibit A Scope of Work HDR
Page 2 of 2
INTRODUCTION
During the term of this PROFESSIONAL SERVICES AGREEMENT (AGREEMENT), HDR Engineering, Inc.
(CONSULTANT) shall perform professional services for the City of Bremerton (CITY) in connection with the
following project: Naval Avenue: PSRC Tap Grant Application Support.
City Project No.
Scope of Work
CONSULTANT will provide support to the CITY in applying for local grant applications to seek additional
project funding. Work includes the populating the PSRC TAP application and providing all information needed
to complete application per PSRC’s 2021 TAP resources for applications check list. The CONSULTANT team
will work collaboratively with City to develop grant content and will have one round of review and comment.
City will transfer application into PSRC web application formsite for delivery. The budget for this scope is lump
sum not to exceed $4,500.00 and will be billed by percent complete.
Major Milestone Schedule
The following are major schedule milestones for the project:
Notice to Proceed……………………. November 2021
Application deadline .................. December 3, 2021
Contract End Date ………………….. December 31, 2021
Project Assumptions
General Assumptions
1. The contract is a lump sum not to exceed agreement of $4,500.00.
2. The CONSULTANT shall not begin any work under the terms of this agreement until given a Notice to
Proceed in writing by the CITY. The Consultant shall not begin any supplemental, out of scope work, or
Optional Services until authorization in writing by the CITY. Compensation amount for requested
supplemental, out of scope work, or Optional Services must be agreed to prior to the commencement of
the related work.
3. The City will upload information into the PSRC web application for official submission of Grant.
4. The CONSULTANT Principal in Charge for this work shall be Paul A. Ferrier, PE. The CONSULTANT Project
Manager for this work shall be Robert Acevedo, PE. The CITY’s Project Manager for this project will be
Chris Dimmitt, PE. Should turnover in the CONSULTANT staff necessitate a change in the project manager
st assignment, options shall be developed by the CONSULTANT and the new project manager will be
approved by the CITY.
5. The CITY will provide to the CONSULTANT pertinent information in the CITY’s possession relating to the
Project. The CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the
information provided by the CONSULTANT.
DocuSign Envelope ID: F881B776-759F-42C5-92C3-04C30084A703