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COSMOPOLITAN ENGINEERING GROUP
SINCLAIR INLET SEDIMENT SAMPLING - 2003
WWTP
PRO
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Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
$19000.00
04/18/2003 --
05/31/2003
02 / 15 / 2 0 0 5 .1.
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Insurance Total
Insurance Review Date
$0.00
07/01/2003 =1=
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Comments
NEED CERTIFICATE OF INSURANCE
VAULT 01/01/2005
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,.Sta tus Code
COSMOPOLITAN ENGINEERING GROUP
SINCLAIR INLET SEDIMENT SAMPLING - 2003
WWTP
PRO
Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
$19000.00 ..
04/18/2003
05/31/2003
02/15/2005 ','
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~I- valid insurance
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Insurance Total
Insurance Review Date
$0.00
05/01/2003
Comments
NEED CERTIFICATE OF INSURANCE
VAULT 01/01/2005
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I, : ~'~ : .~ '~ ~ ' i ~PRoFESSIONAL SERVICES AGREEMENT 2003 Sinclair Inlet Sediment Sampling
The City of Bremenon ("City") and Cosmopolitan Engineering Group ("Contractor"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Contractor agrees to perform the services more specifically described in the
Scope of Work, dated April 18, 2003, including any addenda thereto as of the effective date of
this Agreement, attached hereto as Exhibit A, which is incorporated herein by this reference as if
fully set forth. 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 the City may
request that such services shall only be performed upon the express written request of the City.
Contractor 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.
IL Term: The City and the Contractor 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 within thirty (30) calendar days of the execution &this
Agreement; 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.
IIL Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Contractor in an amount not to exceed nineteen thousand dollars ($19,000).
Contractor's charges and bills shall conform to the fee schedule attached hereto as Exhibit B and
incorporated herein by this reference.
The Contractor shall submit regular billing statements describing services rendered and
the amount charged for each service. The descriptions shall conform to and fall within the
categories set out in the Scope of Work. Upon receipt of a conforming billing statement, the
City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to
direct the Contractor's compensated services under the time frame set forth in Section II herein
before reaching the maximum amount. The Contractor's bill rates shall be as delineated in
Exhibit A.
Contractor 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. Additional services shall be compensated for only if requested pursuant to Section I
and shall be compensated as set out in the request or, if the request does not so provide, as set out
in the attached fee schedule.
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
Contractor of its obligations under this Agreement.
Bremerton/Cosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Sampling
Page 1 of 7
IV. Relationship of Pnrties: Contractor is skilled in the matters addressed in the Scope of
Work and is performing independent functions and responsibilities within its field of expertise.
Contractor and its personnel are independent contractors and not employees of the City.
Contractor and its personnel have no authority to bind the City or to control the City's employees
and other contractors. 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 ~b-co~tractors of the Contractor. Contractor
will be solely and entirely responsible for its acts and for the acts of Contractor's agents,
employees, representatives and sub-contractors during the performance of this A~eement. The
City may, during the term of this Agreement, engnge other independent contractors to perform
the same or similar work.
As an independent contractor, Contractor 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 Conh~etor or its personnel.
As an independent contractor, Contractor is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this A~'eement. These taxes and fees
include but are not liraited to State industrial insurance, B&O, State professional licensing, and
City business lieensing. 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,
·om any payments due Contractor.
V. Indemaifitation: Contractor 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
Contractor's performance of this Agreement, except for that portion of the injuries and damages
caused by the City's sole negligence.
The City's inspection or acceptance of any of Contractor's work when completed shall not
be grounds to avoid any of these covenants ofindnnmification.
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 Contractor
and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability
hereunder shall be only to the extent of the Contractor's negligence.
IT IS FURTHER SPECI~C,~IJJY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIHCATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUAl I.y NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
BremenorffCosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Semplino
Page 2 of 7
VI. Insurance: The Contractor 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 Contractor, its agents,
representatives, employees, sub-consultants or sub-contractors.
Before beginning work on the project described in this Agreement, the Contractor 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: bl~nlcet contractual; products/completed operations/broad form property
damage; explosion, collapse and under~ronnd (XCU) if applicable; and employer's
liability; and
3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
Any payment of deductible or self insured retention shall be the sole responsibility of the
Contractor.
All required policies shall be provided on an %ccurrence" basis except professional
liability insurance (if required), which shall 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 Contractor and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of
Insurance. The City reserves the fight to receive a certified copy of all the required insurance
policies.
The Contractors 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 Contractors 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.
VIL General Conditions:
Bremerton/Cosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Santo_ linn
Page 3 of 7
A. Rooorts and Information: When requested by the City, Contractor 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. Contractor 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 repons developed under this Agreement shall belong to and become the prope~y of
the City. All written information submitted by the City to the Contractor in connection with the
services performed by the Contractor under this Agreement will be safeguarded by the
Contractor to at least the same extent as the Contractor safeguards like information relating to its
own business. If such information is publicly available or is akeady in Contractor's possession
or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear
no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Contractor under this Agreement may be stored
at Contractor's office in Tacoma, Washington. Contractor shall make such data, documents, and
files available to the City upon its request at ail 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.
Any use or reuse of the documents, data and files created by Contractor for the City on
this project by anyone other than Contractor on any other project shall be without liability or
legal exposure to Contractor.
C. Contractor to Maintain Records to Su_~_oort Independent Contractor Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Intemai Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business idenlifier number from the State
of Wasblngton; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, ail as described in the Revised Code of
Washin~on (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Perfcrmed at Contractor's Risk: Contractor shall take ail precautions necessary
and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the work hereunder and shall utilize ail protection necessary for that purpose.
Bremerton/Cosmopolit~n Engineering Group
2003 Sincl~lir Inl~ Se~m~ent Sampling
Page 4 of 7
Ail work shall be done at Contractor's own risk, and Contractor 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 Contractor 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 at 239 Fourth Street, Bremerton,
Washington, or at locations mutually agreed upon bythe parties.
F, Entir~ 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. $0verability: 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 sign~:l by
both Parties.
I, WriR~nl Notices: Ail communications regarding this Agreement shall be sent to the
parties at the addresse~ listed below, unless notified to the contrary. Any written notice
hereunder shall become effective upon the date of mailing by registered or certified mail, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this A~reement
or such other address as may be hereai~er specified in writing.
City Address Contractor Address
City of Bremerton-Public Works Cosmopolitan Engineering Group
3027 Olympus Drive 117 South 8~ Street
Bremerten, WA 98310 Tacoma, WA 98402
J. Waive, x: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provisioa. Waiver of any fight or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
K. Non-Waiv~ 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: Contrac~r shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
BremertordCosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Samp_ line
Page 5 of 7
M. Choice of I~w 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.
~ 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.
VIII. Nondiscrimination: Contractor 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 may be terminated, at will, by either Party upon 30 days'
notice to the other Party. 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 five
days of the terminating Party's sending notice to the non-performing Party.
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. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
~ 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; and (4) negotiated
and executed supplemental agreements between the City and Consultant for Consultant to
perform extra work defined as tasks not incloded in the Scope of Work referenced as Exhibit A.
PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10)
calendar days in writing of the cause of the delay. It~ 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 U0o~ Termination: In the event of termination, the City shall pay for all
services performed by ~he 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. Upon termination the City
will be entitled to reports showing the status of all items listed in the Scope of Work current
through the termination date.
Bremerton/Cosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Samplin~
Page 6 of 7
C~BRE~ CONTRACTOR
its: mnxog, its:
Bremerton/Cosmopolitan Engineering Group
2003 Sinclair Inlet Sediment Samplin~
Page 7 of 7