HomeMy WebLinkAbout 2022 Professional Services Agreement.docxPage 1 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
PROFESSIONAL SERVICES AGREEMENT
TELECOMMUNICATIONS SITE LEASE CONSULTANT
The City of Bremerton (“City”) and FIFO Networks, (“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 September 10, 2021, 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 in an on-call basis and not to exceed December 31, 2023; 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 $25,000. 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 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 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.
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.
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 2 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
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 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
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 3 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
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 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 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
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 4 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
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 Renton, 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.
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 Bremerton, 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. 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 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 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: Melinda Monroe Attn: Bob Young
City of Bremerton FIFO Networks
345 6th Street, Suite 100 11100 SE Petrovitsky Rd, Apt J308
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 5 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
Bremerton, WA 98337-1891 Renton, WA 98055-5693
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 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. It is the policy of the City of Bremerton to offer equal
employment opportunity to all individuals. The City of Bremerton will administer all actions with respect to
employment practices in compliance with federal, state and local laws, and will 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: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 6 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
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 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. 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.
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: CONSULTANT:
CITY OF BREMERTON FIFO NETWORKS
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. 07 2018.docx
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Bob Young
President
12/14/2021
Page 7 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
EXHIBIT A
SCOPE OF WORK
September 10, 2021
Background
The City of Bremerton has a number of existing commercial communication site lease located within its Water
Utility forest lands and within urban area of Bremerton that generate revenue for both Water and General fund
functions. Additional sites may also have the potential for development of electronic communication facilities.
The City’s Water Utility also operates SCADA communication for its water system via HF radio and leased
telephone lines.
The City wishes to take full advantage of both existing and potential commercial communication lease sites, as
well as maintaining and improving its own communication system. It is recognized by the City that assistance in
the form of technical and commercial valuation expertise is needed to accomplish these goals.
Deliverables
It is recognized by the City that occasional assistance will be required by the Consultant in, but not limited to, the
following areas:
1. Review and recommendations on individual lease agreements
2. Review and recommendations regarding compensation for commercial leases
3. Review and recommendations on offers of easement purchase
4. Technical review of proposals
5. Review and recommendations on water system communications
6. General review of the City’s communication site lease program and recommendations for
improvement
The above deliverables will be requested on a will-call basis by the City. Responses to City requests shall be in
writing and delivered within a mutually agreeable time.
Per Section III of the Agreement, Consultant shall be compensated for the Scope of Work Described as
follows:
1) Services approved by the City shall be paid for a on a time and materials basis according to the
following schedule:
Hourly Rate: $200.00/hour
Mileage: Standard GSA mileage approved by the IRS
2) Total Compensation, including mileage, shall not exceed $25,000 during the term of this agreement.
3) Consultant shall submit a statement describing the services rendered with a breakdown for hours and
rate as authorized under this Agreement. The City, upon receipt of the completed statement, shall
promptly process claim for payment.
4) Services include but are not limited to:
Recommendations regarding the land valuation and use; recommendations regarding easement
purchases; Review and recommendations of the use of telecommunications systems on the utility land
and watershed protected areas; Technical review of new telecommunication tower proposals and land
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F
Page 8 of 8
Bremerton/[ FIFO Networks Telecommunications Site Lease Consultancy]
Rev. 09/2021
use requests. Telecommunication tower land use lease inventory and survey including technical review
of all aspects of current status of telecommunications related building and equipment.
Out of scope services:
Any out-of-scope services approved by the City shall be paid for on a time and material basis according
to the above schedule with evidence that the City approved such services.
DocuSign Envelope ID: 4CD16A1E-9C07-470A-A930-3E3B668A908F