HomeMy WebLinkAbout1 - Original Submission_ Bremerton-ProfessionalServicesAgreement.SpectraKitsap.2021-2023_3-19-21SignPage 1 of 15
Bremerton/SPECTRA Laboratories-Kitsap, LLC
Environmental Water and Soil Analyses
Rev. 06/2020
PROFESSIONAL SERVICES AGREEMENT
SPECTRA Laboratories - Kitsap, LLC
Environmental Water and Soil Analyses
The City of Bremerton (“City”) and SPECTRA Laboratories - Kitsap, LLC (“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 March 4, 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 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 $60,000 per year. 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.
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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.
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
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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
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.
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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 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 laboratory in Poulsbo, 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
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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 laboratory in Poulsbo, Washington or Port Orchard, 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: Water Utility Manager Attn: Laboratory Owner
City of Bremerton SPECTRA Laboratories-Kitsap, LLC
100 Oyster Bay Ave N 26276 Twelve Trees Ln. #C
Bremerton, WA 98312 Poulsbo, WA 98370
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.
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K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of
any of the covenants and agreements contained herein, or to exercise any option herein conferred
in one or more instances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remain in full force and effect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the
laws of the State of Washington. Any judicial action to resolve disputes arising out of this
Agreement shall be brought in Kitsap County Superior Court.
N. Attorneys’ Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney’s fees.
O. Assignment: Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance
of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf
of Consultant shall not discriminate in any employment practice on the basis of age (40+), sex,
race, creed, color, national origin, sexual orientation/gender identity, marital status, military status,
or the presence of any physical, mental or sensory disability.
IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability
in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and
admission to participation in the programs, services and activities of the City of Bremerton.
Reasonable accommodation for employees or applicants for employment will be provided.
X. Termination: This Agreement shall remain in force until completion and acceptance of the
services, terminated by written instrument upon mutual consent, or by the City of Bremerton for
convenience or by the Consultant upon one hundred eighty (180) days prior written notice. 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.
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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.
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IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: CONSULTANT:
CITY OF BREMERTON SPECTRA Laboratories-Kitsap, LLC
By: By:
Print Name: Greg Wheeler Print Name: Frederick Barkman
Its: Mayor Its: Laboratory Owner
Date: Date: March 19, 2021
APPROVED AS TO FORM: ATTEST:
By: By:
Roger A. Lubovich, Bremerton City Attorney Angela Hoover, City Clerk
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Exhibit A
SCOPE OF WORK FOR LABORATORY SERVICES
March 2021
Background
The City of Bremerton Water Utility (Bremerton) operates a Class A water system
serving a population of approximately 71,000. Sources include an approved unfiltered
surface supply and groundwater. Regulations require the following types of analysis:
□ Presence/absence total coliform for finished drinking water (30 hour holding time)
□ Heterotrophic plate count (8 – 24 hour holding time)
□ Total and fecal coliform density for source water (8-hour holding time)
□ Various other chemical analyses for drinking water and environmental purposes.
Laboratory Location
The laboratory location must remain less than 30 miles driving distance from the
Bremerton Water Utility Operations Center at 100 Oyster Bay Ave. N. Both SPECTRA
Laboratories-Kitsap, LLC locations at 26276 Twelve Trees Lane NW, Poulsbo and 1786
Mile Hill Drive, Port Orchard are acceptable.
Laboratory Availability
WAC 246-290-690(3)(j)(i) requires that Bremerton have a laboratory available seven
days per week. Although routine monitoring occurs predominantly during regular
business hours (7:30 a.m. to 4:00 p.m., Monday through Friday), there may be times
that Bremerton needs to have bacteriological samples analyzed on Saturdays,
Sundays, and holidays. Therefore, on-call availability must be provided on all
weekends and holidays.
On-call availability is waived if, for logistical reasons outside either Bremerton’s or
SPECTRA’s control, the sample cannot be analyzed. Extreme weather, power outages,
and other similar emergencies fall into this category
Analytical Procedures
Appropriate, approved analytical procedures meeting state and federal drinking water
regulatory requirements will be used.
Certification Required
All analyses for drinking water compliance must be performed by a laboratory certified
by the State of Washington.
Quality Control
A copy of the latest laboratory quality assurance plan will be provided to Bremerton.
Quality control documentation for chemical procedures will be sent with sample results.
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Sample Containers and other Materials Required for Sampling
All sample containers and materials required for sampling will be supplied by the lab
and will be properly prepared for the particular analysis requested.
Bremerton will supply pre-printed sample information slips for bacteriological samples.
Sample Transport
Monday through Friday courier sample pick-up at the City’s Water Utility Operations
Center at 100 Oyster Bay Ave N must be provided at no extra cost. Depending upon
circumstances, Bremerton may also choose to hand deliver samples. Samples must be
kept below 10o C during transit.
Bremerton will send a completed sample information slip with each bacteriological
sample or appropriate chain-of-custody for all other analyses and will inform the
laboratory of any specific requirements for testing.
Laboratory Holding Times
The laboratory will adhere to regulatory-required holding times. Note that source fecal
samples have only an 8-hour holding time. Bacterial analysis for total coliform
presence/absence samples received by the lab before 3:30 PM shall be set up the
day received.
Data Package
Bacteriological sample results will be delivered to Bremerton within seven calendar days
of sample receipt by the laboratory and all results must be received for the previous
month by the 6th day of the next month.
Chemical sample results will be delivered to Bremerton within 30 calendar days of
sample receipt by the laboratory and will include:
Case narrative – sample type, sample ID, summary of any problems with the
sample, shipment, or holding times.
QA/QC Documentation – Results of relevant quality control checks initiated by
the laboratory, calibration and blanks, spike results, and instrumentation
performance.
Sample data – final results for all samples.
For drinking water regulatory samples - report all data to Washington State
reporting limit.
Notification
Bremerton will provide the laboratory with a procedure for notifying the City about
samples or changes in hours. The laboratory will provide to Bremerton a procedure for
contacting the laboratory during regular business hours and for weekend, holiday, and on-
call laboratory services.
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The laboratory shall notify Bremerton by phone before 4:00 pm or by 8:00 am the next
day when any distribution coliform sample is presence for total coliform or E. coli.
This message must be transmitted to a Water Resources Division employee, not left on
an answering machine.
The laboratory will provide Bremerton a minimum of 7-day notice when its regular
business hours are changed due to holidays, staff availability, or other similar reasons.
This does not affect the requirement for on-call laboratory service, and the laboratory
will still be required to provide on-call laboratory services. The laboratory will give as
much notice as possible when it will not be open for regular business hours due to an
emergency. The lab shall notify Bremerton as early as possible after 7:30 am of such a
laboratory closure. In emergency instances when it is not possible or safe for personnel
to get to the laboratory (such as for inclement weather), the requirement for on-call
laboratory service is waived.
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Exhibit B
Schedule
March 2021
Background
Agreement expires 3 years from the fully-executed agreement date.
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Exhibit C
Background
Laboratory Fees/Rates
Bremerton has agreed to a 3-year contract with SPECTRA Laboratories – Kitsap, LLC.
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Contract expires 3 years from fully executed contract date.
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