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5458
PAR.AMETRIX, INC
PSA - On-Call Engineering Services
Engineering
LEG 12-1
2/11/2015
Comments:
PROFESSIONAL SERVICES AGREEMENT
On-Call Engineering Services
The City of Bremerton ("City") and Parametrix ("Consultant"), refened 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 3, 2015, 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.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 as described in Exhibit A; provided
however, that additional time shall be granted by the City for excusable delays or extra work as
provided for in Section IX.A of this agreement. • �
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed 25,000.00. Consultant's charges and bills
sha11 conform to the fee schedule as described in Exhibit A.
The Consultant sha11 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 described 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
Bremerton/ Rev. 6/14
On-Call Eng,ineerin� Services
Page 1 of 7
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 sha11 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 aze 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 chazges
arising from the delinquency, from any payments due Consultant.
V. Indemnitication:
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 Consultant's
performance of this Agreement, 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 gounds
to avoid any of these covenants of indemnification.
B. Architects, En�ineers and Any Other Professional Listed In and Performine
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
INDE�FICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMIVIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WANER.
Bremerton/ Rev. 6/ 14
On-Call En in� eerin� Services
Page 2 of 7
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 Lia6ilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCI� 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 selfinsured 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 it shall be
an aff'irmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-
5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management,
345 6�' Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension
or substantive change of any insurance policy set out herein, and failure to do so shall be
construed to be a breach of this Agreement.
Bremerton/ Rev. 6/14
On-Call En ineering Services
Page 3 of 7
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in 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 prepazed or furnished by Consultant pursuant to this Agreement, aze instruments of service
with respect to the project and aze 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 of�'icials, 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.
Bremerton/ Rev. 6/14
On-Call En ing eerin� Services
Page 4 of 7
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 aze no other agreements,
written or oral, that have not been set forth in the text of this Agreement.
G. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
I. Written Notices: All communications regazding 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
3027 Olympus Drive
Bremerton WA, 98310
Consultant Address
4660 Kitsap Way
Bremerton WA, 98312
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 locallaws 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.
Bremerton/ Rev. 6/14
On-Call En ineerin� Services
Page 5 of 7
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or
sexual orientation except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
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 Delays: The right of Consultant to proceed shall not be terminated nor
shall Consultant be chazged 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} ca.uses 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)
calendaz days in writing of the cause of the delay. If, on the basis of the facts and the terms of
this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for
completing the work for a period of time commensurate with the period of excusable delay.
B. Ri ts 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.
X. Suspension & Debaa�ment. 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, declazed 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.
Bremerton/ Rev. 6/ 14
On-Call En ine�e 'ru�,g Services
Page 6 of 7
CITY OF BREMERTON
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By: h
its: iG � �� 'l1 ��-'��
Date: o� - lf • /S'
Approved as to form:
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Bremerton City � ey
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R:�I.egalU.egal\Con c�F'ORMS�Professional Services A�eement Form (2014).doc
Bremerton/
On-Call En in� eering Services
Page 7 of 7
By: i 't"r
its: r . � u �t
Date: 2/�ll ,�
st:
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City Clerk
Rev. 6/14
CONSULTANT
_ .� .
EXHIBIT A- SCOPE OF WORK
City of Bremerton � �
,. On-Call
Engineering Services
INTRODUCTION
7`his scope of work describes work to be performed by Parametrix under an On-Call Engineering Services
Contract with the City of Bremerton. Task orders under. the Contract .will be issued by the City via email
with a return confirmation,email from the Parametrix project manager. Costs for,each task order be
negotiated beforehand and included as a not to exceed (NTE) amount in �the task order authorization email.
Work to be performed consists of the following Tasks: � �
Phase 1— On-Cali Engineering Services �
Task 1— On-Call Engineering Services
Objective �
Provide engineering support to City staffas requested. It is anticipated that engineering support will mainly
involve roadway and trat�ic engineering.
Activities
The following activities are associated with this task:
• Project management including prepazation of progress letters and invoices.
• Respond to requests for assistance with varying levels of complexity. It is anticipated that a typical
task order will require 2 to 4 hours of effort.
Deliverables
The following deliverables will be prepared:
• Routine correspondence including monthly progress reports and invoices.
• Engineering deliverables as requested.
Assumptions
The following assumptions apply to this task:
• Project duration will be from the authori7ation date through calendar year 2015.
Ciry ofBremerton 134-l896-870
On�aJl Engineering Services 1 February 3, 201 S
Scape ofWork
BUDGET
Labor will be billed at the rates provided below., Rates are provided for transportation engineering staff
that are proposed to work �mder the Contract. Other staffmay be utilized depending on avai(ability and the
particular task order request. Expenses will be billed as six percent of labor. Work will only be performed
as requested by task order. The total Contract value shall not exceed $25,000.
Staff Hourly Billing Rate
(direct labor rate x 3.1)
D. Dinkuhn, P.E. — Project Manager
J. Wright, P.E. — Senior Engineer
T. Smith, P.E. — Senior Engineer
C. Clarc, P.E. — Senior Engineer
$175.74
$148.30
$177.38
$196.04
aty of are,xerWn
On-Ca!! Engi►reering Services
Scope of Work
234-1896-870
Febrimry 3, 20I5