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4617
KITSAP COMMUNITY RESOURCES
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Housing Rehab Loan Program Construction Manager
CDBG
LEG 12-1
02/23/2007
06/15/2011
Termination w/notice
Review date for tracking only
PROFESSIONAL SERVICES AGREEMENT
Housing Rehabilitation Loan Program Construction Manager
The City of Bremerton ("City") and Kitsap Community Resources ("Consultant"), referred
to collectively as the "Parties," enter into the following Agreement for professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated February 13, 2007, attached hereto as Exhibit A, which is incorporated by
reference herein. The Scope of Work may be modified only pursuant to Section VII.G. of this
Agreement. If the Scope of Work provides for unspecified additional services such services
shall only be performed upon the express written request of the City. Consultant further
represents that the services furnished under this Agreement will be performed in accordance
with generally accepted professional practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed as provided for in the work schedule attached hereto
as Exhibit B; provided however, that additional time shall be granted by the City for excusable
delays or extra work as provided for in section IX (A) of this agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement,
the City shall pay Consultant in an amount not to exceed $2,850 per project. Consultant's
charges and bills shall conform to the fee schedule attached hereto as Exhibit C and
incorporated herein by this reference.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof. The descriptions shall conform to and fall
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit C.
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement. Consultant 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.
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
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 1 of 6
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: 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.
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.
Should a court of competent jurisdiction determine that 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-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
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 2 of 6
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 employer's
liability; and
3. Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence/claim.
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 insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
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.
8. 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
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 3 of 6
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 Bremerton... 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. 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.
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Bremerton, Washington, or on the job site. Meetings with the City
staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at
locations mutl,lally agreed upon by the parties.
E. Entire Aareement: 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.
F. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this
Agreement or such other address as may be hereafter specified in writing.
City Address:
City of Bremerton DCD
CDBG/HOME Programs
345 6th Street, Suite 600
Bremerton, WA 98337
Consultant Address:
Kitsap Community Resources
802 ih Street
Bremerton, WA 98337
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 4 of 6
I. 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.
J. 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.
K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
L. 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.
M. 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.
N. Assiqnment: 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, or disability,
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
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement.
A. Excusable 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
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 5 of 6
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. Riqhts 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.
CITY OF BREMERTON
CONSULTANT
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Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Page 6 of 6
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PROFESSIONAL SERVICES AGREEMENT
Housing Rehabilitation Loan Program Construction Manager
EXHIBIT A-Scope of Work
Last updated February 12, 2007
1. Background
The City of Bremerton has operated a Housing Rehabilitation Loan Program (HRLP) for over 25
years. The Program assists low and very-low income homeowners to maintain their homes in safe
and habitable condition, and it also helps the City preserve and protect its single-family
neighborhoods to enhance the City's growth and retain its unique character.
City of Bremerton Resolution #3011, approved October 4, 2006, updates the Housing Rehabilitation
Loan Program to integrate the services of a contracted Construction Management professional into
the operation of the Program. The Construction Manager shall be referred to as "Consultant".
There are several objectives to adding consultant services to the Program:
. Eliminate potential conflict of interest
. Consultation with a disinterested 3rd party professional construction management consultant
will be a valuable service to Program beneficiaries
. Consultation with a disinterested 3rd party professional construction management consultant
will help protect and preserve the City's interests
. Housing Rehabilitation Loan Program will be able to provide a higher level of service
2. Consultant Availability
Work on Program projects shall begin within 10 calendar days of City's request.
During the course of a housing rehabilitation project-a period of up to four months or as specified in
the Contractor Agreement-the Consultant must be available as needed to perform required duties,
based on a schedule coordinated with City and homeowner's Contractor. Consultant fulfillment of
duties must not obstruct Contractor's ability to comply with his/her established Work Schedule and
final Completion Date.
3. Itemized Consultant Activities
. Site Inspections
Goal of site inspection is to determine needed work, deterr:nine qualification under program,
prioritize work based on program guidelines; gather sufficient information to make a
reasonable estimate of project costs, (including materials, labor, and relocation). Initial site
inspection should be documented with digital photographs of the rehabilitation need areas. In
certain cases, the City may request an initial assessment to evaluate property's suitability for
the HRLP. Consultant may work with the City in determining eligibility and prioritization.
. Inspection Report
Report will include an itemized list of needed repairs eligible under program, listed by priority
based on HRLP provisions and amount of need; photographs demonstrating rehabilitation
need; proposed work, with specifications and drawings if necessary, including evaluation and
handling of asbestos or lead present in proposed repair area(s); notation of any observed
nearby utilities for consideration prior to construction; and notation of observed potential State
or Federally regulated environmental issues. Inspection report will include Cost Estimates
and Estimated Project Budget to help determine if project scope will fit HRLP budget, and to
provide guidance for Bid Solicitation process. Inspection report will include estimated line-
item time schedule.
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Exhibit A, Page 1 of 3
. Cost Estimate and Project Budget
Based upon the site inspection and Inspection Report, Consultant will prepare a
preliminary construction cost estimate based upon unit costs, and estimated total project
budget. Line-item cost estimates for proposed work, listed in order of priority, shall
include but are not limited to estimates for the following:
o Design and construction
o Asbestos and Lead handling
o Materials costs
o Sales tax
o Permit fees (estimate)
o Estimate of homeowner displacement, if any
o Other costs as applicable
· Lead and Asbestos Evaluation
Perform lead evaluation on all homes built 1978 or earlier. Evaluate asbestos presence in the
immediate work areas. Provide homeowners with EPA approved information regarding
maintaining a safe home where lead is present. Obtain homeowner verification of receipt of
lead safety information. Include safe lead handling practices in Work Specifications.
· Preparation of Initial Work Specifications
In consultation with City and homeowner, Consultant will prepare initial work specifications to
refine scope and costs of project, and provide guidance for the Bid Solicitation process. Work
specifications should include preferred rehabilitation strategy, materials estimates, labor
estimates, drawings and plans, and scheduling. Consultant will include safe lead and
asbestos handling practices in Work Specifications for the affected rehabilitation areas only.
· Solicitation of Bid Requests
Consultant will establish a pool of local contractors interested in receiving notification of
projects under the HRLP. Contractor pool must meet Program's minimum requirements.
Consultant will solicit bids from at least 3-5 suitable contractors, and seek to receive at least
two competitive bids. Consultant will work with homeowner to schedule Contractor site visits,
Contractor selection, and mediate, with City, contract write-up between Contractor and
homeowner.
· Advertise for contractors/request for bid proposals
· Determine and document that bidding contractors meet City of Bremerton guidelines
o Licensed, bonded
o Adequately insured
o Not on Federal Excluded Parties List
· Participate in bid review and selection
· Final Site Inspection and Project Report
Consultant will perform a walk-through inspection of job site and prepare punch-list of final
items for Contractor to address for successful completion of Project. Upon satisfactory
completion of punch-list items, Consultant will prepare Final Report, which will include digital
photographs documenting rehabilitation work completed at job site, quality of work,
timeliness, homeowner evaluation of project (evaluation form will be provided by City), final
cost breakdown, closed permits, signed lien release from Contractor.
· Completion Affidavit
Consultant will prepare Completion Affidavit, which will allow final payment to be made.
Transfer project files to City for long-term records retention.
· Records Maintenance
Consultant will maintain accurate and complete records of all activities within consultants
purview including but not limited to Site Inspection notes, Inspection Report, Lead and
Asbestos Evaluations, Work Specifications, Bid Solicitation request, notes and process
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Exhibit A, Page 2 of 3
..
documentation, Final Project Report, Completion Affidavit, plus copies of permits, notice to
proceed, lien release, ongoing construction management notes, correspondence, and any
other documentation relevant to the successful and compliant completion of project.
4. Ongoing Construction Management Oversight
As part of its ongoing construction management oversight, the Consultant shall:
. Finalize construction specifications and Schedule of Work with selected Contractor and
homeowner
. Review and approve draw requests and change orders
. Monitor contractor pace of progress-must meet expectations set out in written Contractor
Agreement
. Monitor quality of work-must comply with Code and program requirements
. Monitor methods and materials-must meet project specifications
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Exhibit A, Page 3 of 3
PROFESSIONAL SERVICES AGREEMENT
Housing Rehabilitation Loan Program Construction Manager
EXHIBIT B-Schedule of Performance
The Consultant agrees to punctually and diligently perform all parts of its Services as outlined in Exhibit A
and Schedule Framework outlined below. The Schedule Framework, outlined below, is a guide for the
Schedule of Performance to be written up in coordination with the Contactor. The Schedule of
Performance is considered part of Exhibit B. The Schedule Framework or the Schedule of Performance
may be subject to change by the City as may be deemed necessary to the overall progress of the Project.
-Punch list
Completion Affidavit
Finalized a erwork transfer to Cit
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Last Updated 2/12/2007
Exhibit B, Page 1 of 1
At finalization of construction lans/s ecs and schedulin
As needed throu hout ro"ect; coordinate with Contractor
As needed throughout project, based on Contractor
com ensation a reement
At end of ro'ect
10 business da s after Punch list is delivered to Contractor
Coordinate with Contractor and City, within 5 business days
of Final Ins ection
Within 3 business days of final permit, and not later than 4
months from Notice to Proceed, or as specified in Contractor
a reement.
Within 3 business da s of final ermits
PROFESSIONAL SERVICES AGREEMENT
Housing Rehabilitation Loan Program Construction Manager
EXHIBIT C-Fee Schedule
I. Fee Schedule
A. Itemized Construction Management Activities: all or a subset shall apply to all projects or
potential projects. Proposed projects that do not reach contract may incur inspection fees only, for
I
exampe:
Activity Activity Fee
Site inspections: $50 each, 5 authorized (typically requires 3) $150-$250
Inspection report and input into software $150
Final preparation of initial work specifications $50
Lead and asbestos evaluation (equipment expense, insurance liability) $200
Solicitation of bid request, bid review and selection $100
Certification of completion, final project report and Completion Affidavit $100
Itemized Subtotal $750-$850
B. Ongoing Construction Management Oversight: includes compliance review for all code and
program requirements, review with City CDBG staff of all draw requests and change orders,
b"1 d d ... h d
trammg, aSlc ml eage, an a mmlstratlve over ea :
Project Budget size Mgmt Base
$3,000 to $5,000 Rehabilitation cost for materials and labor $500
$5,001 to $8,000 Rehabilitation cost for materials and labor $800
$8,001 to $11,000 Rehabilitation cost for materials and labor $1,100
$11,001 to $14,000 Rehabilitation cost for materials and labor $1,400
$14,001 to $17,000 Rehabilitation cost for materials and labor $1,700
$17,001 to $20,000 Rehabilitation cost for materials and labor $2,000
C. Not to exceed amounts per project:
Minimum--$5K or less materials and labor
Itemized Consultant Activities $750
Consultant Base Fee $500
Total Consultant fees $1,250
Maximum--$17K-$20K materials and labor
Itemized Consultant Activities $850
Consultant Base Fee $2,000
Total Consultant fees $2,850
II. Payment Schedule
A. Kitsap Community Resources shall prepare monthly invoices for payment for services
1. Itemized Consultant Activities: invoice monthly for activities completed
2. Consultant Base Fee: include in monthly invoice
a. In one payment upon delivery of signed Completion Affidavit
b. Or based on the following schedule:
. 30% completion: 30%
. 60% completion: 30%
. 90% completion: 30%
. Signed Completion Affidavit: 10% retainer
Bremerton/Kitsap Community Resources
Housing Rehabilitation Loan Program
Construction Manager
Last Updated 2/12/2007
Exhibit C, Page 1 of 1