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PROFESSIONAL SERVICES AGREEMENT
Bremerton Public Works Street Division
The City of Bremerton ("City") and Wellspring EAP ("Consultant"), referred to
collectively as the "Parties," entcr 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 August 1 l, 2016, including any attachments thereto , attached hereto as
Exhibit A, which is incorporated by reference lierein. 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 cepresents that the services furnished under this Agreement will be
performed in accordance with generaily accepted professional practices in effect at the time such
services are performed.
II. Term: The City and the Consultant agree that work will bcgin on the tasks described in
Exhibit A immediately upon e�ecution of this Agreement and will be completed by December 3 l,
2017. 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: ln consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $10,000.00. Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exhibit A and incorporated herein by this
reference. Hours listed in Cxhibit A may be increased, if needed, by mutual agreement of the
parties.
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
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experlise. Consultant and its personnel arc indcpcndent Consultants and not cmployees of the
City. Consultant and its personnel havc no authority to bind thc City or to control the City's
employees and other Consultants. None of the benefits provided by the City to its employees,
including, but not limited to, compensation, insurance, and unemployment insurance are available
from the City to the employees, agents, representatives, or sub-Consultants of the Consultant.
Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents,
employees, representatives and sub-Consultants during the performance of this Agreement. The
City may, during the term of this Agreement, engage other independent Consultants to perform
the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business&Occupation, State professional
licensing, and City business licensing. If any taxes or fees due the City have been declared
delinquent,the City may withhold the delinquent amount,plus any additional charges arising from
' the delinquency, from any payments due Consultant.
V. Indemnification:
A. Consultant shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement except for that portion of the injuries and damages caused by the
City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
B. Architects, En�ineers and Any Other Professional Listed ln and Performin�
Services Defined in RCW 4.24.115. Should a court of competent jurisdiction dctermine 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 eYtent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT 'I'HE
INDEMNIF[CATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER
OF' IMMUNITY UNDER INDUSTRIAI. INSURANCE, TITI�E 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.
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VI. Insurance: The Consultant shall procure and maintain ior the duration of the Agreement,
insurance against claims for injuries to persons or damage to pcoperty 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 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 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; productslcompleted 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.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
, occurrence/claim.
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. '1'he 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
certitied mail,return receipt requested to City of Bremerton,attn: Risk Management,345 6th Street,
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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.
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. R�orts and lnformation: 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 posscssion 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 Seattle, 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
infortnation 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 fi�rnished 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 Photo�phs and Ima� 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 ofi 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
thc performance of the work hereunder and shall utilize all protection necessary for that purpose.
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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 Tacoma, 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 Lxhibits 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. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
��. 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 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 Consultant Address
Milenka Hawkins-Bates Wellsprings CAP
Administrative Manager Consultant Billing
100 Oyster Bay Ave N 1900 Rainier Avenue South
Bremerton, WA 98312 Seattle, WA 98144
360-473-5333 206-654-4145
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.
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N. 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.
O. Assi n�ent: 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, 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 al l 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 Dela� 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: l)any acts ofthe 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 Agrcement 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. [f, 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 ng 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.
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X. Suspension & Debarment. For contracts involving Federal fiinding, 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 bccomc 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.
CITY OF BREMERTON CONSULI'ANT
Wellspring EAP
By: �', G� A, 1MG�-�`��1 B_y: /�¢.r�r,r� �a�
its: P1� '► l} 1 rQC�f its: Director �
Date: g 3{ `., Date: 8/25/16
Approved as to form: A st: �
� �� i
Bremerton City orn City erk
R\Human Resources\HR\Human Resourccs\Profcssional Services Agreements\WeIlSpring PSA docx
Bremerton/Wellspring EAPI
1Bremerton Public Works Street Divisionl Rev 02-16
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EXHTBIT"A"
wellsping �:,1i�
Proposal for
Bremerton Public Works Street Division
Description-Phase 2 of Bremerton Street Team Intervention Hours Fees
$250 per hour
STEP 1.Meet with Public Works Director(PWD)-Agree upon recovery plan
involving series of ineetings.HR Director and Administrative Division Manager 1.0-1.5 $250-$375
(ADM) may elect to join this meeting.Get"buy-in"from all parties w/plan to
move forward.(telephonic)
STEP 2.PWD &Street Division Supervisor (SDS) meet w/consultant to
reestablish trust in relationships within organizational hierarchy.(in person 1.0- 1.5 $250-$375
same day as Step 3 if possible)
STEP 3.PWD&Street Division Team meet with consultant without SDS to
reestablish team trust in organizational hierarchy.Acknowledge 2.0-3.0 $500-$750
responsibility for process getting derailed.Problem solve how to move
forward.(in person,same day as Step 2 if possible)
STEP 4.Street Division Team,SDS&consultant meet to"clear the air"and 2,0-3.0 $500-$750
reestablish trust in Street Division leadership.(in person)
STEP 5.1:1 coaching sessions w/SDS&consultant to establish optimum TBD—Not to
leadership skills and troubleshoot team/supervisor issues as they surface. exceed 6 hours $750-$1,500
without further
(Either telephonic or in-person TBD authorization
Debrief w/HR, Debrief w/HR,
Debrief w/HR,PWD&ADM (if needed) PWD&ADM (if PWD&ADM (if
needed) needed)
Total 12.00-15.00 $2,250-$3,750*
*Plus travel-$60 per hour on 15 minute increments
Wellspring EAP'"' � Page 1 of 1