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T Contract Number 4442
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HUCKELL/WEINMAN ASSOCIATES
COMPREHENSIVE PLAN UPDATE - SEPA/EIS - 2003-04
COMM DEVEL
PRO
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Insurance
Type Amount
GL $2000000.00
AL $1000000.00
Amount
Begin Date
End Date
Review Date
$ 65000 . 00 -.-
08/05/2004 ,.
12/31/2004 ,.
02/15/2007 .1.
=1= Insurance Total $3000000.00 =1=
Insurance Review Date 11/01/2005,.
-. ,.
=1= Comments VAULT 01/01/2007 ,.
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PROFESSIONAL SERVICES AGREEMENT
City of Bremerton and Huckell/Weinman Associates
2003-04 City of Bremerton Comprehensive Plan Update SEPA/EIS.
The City of Bremerton ("City") and HuckellAVeinman Associates ("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 June 11, 2004, 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 fumished 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 or as hereafter amended by agreement of the Parties; 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 $65,000, provided that, by mutual
agreement, the Parties may elect to add work described in the "Additive Alternative to Scope of
Work, attached hereto as Exhibit D. If the additive alternative is added, the amount in this
section may be renegotiated. Consultant's charges and bills shall conform to the budget 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 cat. egories set out in the Scope of Work and/or Budget. 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
flame 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.
Bremerton/Huckell/Weinman]
2003-04 Comprehensive Plan Update SEPA/EIS]
Page 1 of 7
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 insurance
are available fi.om 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 fi.om the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, and agents harmless fi.om any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with thc
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
Bremerton/Huckell/Weinman]
2003-04 Comprehensive Plan Update SEPA/EIS]
Page 2 of 7
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 fi.om 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 ttds Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Anto~ 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 employer's
liability; and
3. Exee~ insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabili 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.
Bremerton _/~I._. uckell/Weinm ~n]
2003-04 Comprehensive Plan Update SEPA/EIS]
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 fianish
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 Kirkland, 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. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal 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 ail state taxes normally paid by
employers, register to receive a unified business identifier number fi.om the State
of Washington; 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
Washington (RCW) Section 51.08.195, as required to show that the services
Bremerton/H~
2003-04 Comprehensive Plan Update SEPA/EIS]
Page 4 of 7
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. 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 may be terminated, at will, by either Party upon sixty (60)
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
thirty (30) days of the terminating Party's sending notice to the non-performing Party. 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. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
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
Bremerton/Huckell/Weinman]
2003-04 Comprehensive Plan Update SEPA/EIS]
Page 6 of 7
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 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 offices in Kirkland, 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. Severabilit¥: 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.
City Address: Consultant Address:
City of Bremerton, DCD Huckell/Weinman Associates
286 4th Street 270-3~d Avenue, Suite 200
Bremerton, WA, 98337 Kirkland, WA 98033
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.
Bremerton/Huckell/Weimnan]
2003-04 Comprehensive Plan Update SEPA/EIS]
Page 5 of 7
invoice submitted to the City. ARer 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 BREMEP~T.~ON CONSULTANT
its: ~o~ its: '~;d~-'
Date: g-~-~ Date: 7- ~-OY
Br~ofi Ci~ Aaomey ....
R:~EGALXConmctsWO~S~f~sioml S~ices A~m~t Fo~ (2003).doc
Bremerton/Huckell/Weinman]
2003-04 Comprehensive Plan Update SEPMEIS]
Page 7 of 7
EXHIBIT A
SCOPE OF WORK
(JUNE 11, 2004)
City of Bremerton and Huckell/Weinman Associates
2003-04 City of Bremerton Comprehensive Plan Update SEPA/EIS.
PHASE 1 - DRAFT ElS
Task 1.0 Project Start-up and Kick-off Meeting
Objective: Clarify/define project objectives, schedule SEPA options, and EIS alternatives
Activities: Meeting between HWA and City staff to clarify project goals, objectives,
schedule, options and strategies for SEPA compliance, and to review potential
alternatives
Products: Written statement of project objectives, clarified SEPA approach, draft
alternatives, and project schedule.
Task 1.1 Project Description
Objective: Write draft descriptions of Comprehensive Plan Proposed Action and
alternatives (three assumed) to be analyzed in the EIS. One round of review and
comment by the City and one round of revision by the HWA is assumed.
Products: Written draft description of proposed action and alternatives.
Task 1.2 Scoping
Objective: Establish scope of EIS
Activities: HWA will attend and assist City Staff at one Scoping meeting. A minimum of
two HWA team members will attend. HWA will assist the City in preparing the SEPA
Threshold Determination
Products: EIS Scope
Task 1.3 Draft ElS Preparation
Objective: Prepare the Preliminary Draft EIS for City review.
Activities: Land Use, Population, Housing and Commuff~W Character. HWA will
describe and analyze land use, population, housing impacts of the proposed plan and
alternatives. Growth in Centers will be a focus. HWA will provide an analysis of
aesthetic impacts and mitigation related to plan goals and policies. Housing discussion
will consider housing types, mounts, needs and the relationship of housing factors to
affordability. The Land Use, Population, and Housing section will be prepared at a level
of detail that may enable the City to incorporate relevant analysis for a planned action
SEPA document in the future, or to otherwise enable expedited SEPA analysis of future
projects. As an option, the Kitsap County Consolidated Housing Authority may
contribute to the preparation of the EIS to advance planning and environmental review
for the Westpark proposal. If they so elect, the EIS would also provide a focus and more
detailed analysis of this proposal.
Transportation. HWA will review the transportation section prepared by other
consultants. That document will serve as the basis for the Transportation section of the
EIS.
Environment. HWA will prepare the section of the EIS by using mostly existing,
published materials and inventories on wetlands, streams/fisheries, wildlife and habitat.
City Services. HWA will analyze impacts on public services consistent with those
required under the 2003-2004 draft Kitsap County-wide Planning Policies. The analysis
will rely largely on existing City planning documents and data fi.om other service
providers.
Economic Development. HWA will address employment projections and other aspects of
economic policy derived from the Comprehensive Plan.
Products: Preliminary Draft ElS for internal review by City.
Camera ready Draft ElS incorporating City comments. (assumes one round of
review by City)
Task 1.4 Comment Period/Public Meetings
Objective: Receive public comments on Draft ElS
Activity: HWA will attend City Planning Commission and/or City Council meetings as
requested (total of 2-3 meetings) to summarize the major findings in the Draft EIS and to
receive public comments. City will tape record and provide a transcript to HWA.
Product: Record of public meeting comments
PHASE 2- FINAL ElS
Task 2.0 Response to Comments/Preliminary Final EIS
Objective: Respond to comments on Draft EIS
Activity: HWA will review all comments on the Drat~ EIS, and write a Preliminary Final
EIS for City review including responses as appropriate. HWA will respond to and
discuss City review of Preliminary Final EIS (one round review/response anticipated)
Products: Preliminary Final EIS
Task 2.1 Produce Final EIS
Objective: Prepare-camera ready Final EIS and one CD version.
Activity: HWA will review City comments on the Preliminary Final EIS. Make revisions
as necessary, and produce one camera-ready Final EIS and one Compact Disk version in
an agreed upon format. The City will print, copy, and distribute.
Products: One camera-ready version of the Final EIS
One compact disk version of the Final EIS
Task 2.2 Public Meeting/Hearing Presentation of Final EIS
Objective: Present Final EIS at public meetings and hearings
Activity: HWA will attend Planning Commission and/or City Council public meetings
and hearings as requested by the City. At the meetings or hearings HWA will summarize
the major conclusions of the Final EIS and respond to questions. A total of 2-3 meetings
is anticipated.
Products: Meeting presentation(s)
EXHIBIT B
City of Bremerton
Comprehensive Plan Update SEIS
Schedule
2004 2004
May June July Aug Sept Oct Nov Dec
Phase 1
Task 1.0 Project Kick-off Meeting
Task 1.1 Project Description/
Alternatives
Task 1.2 Scoping/
Scoping Meeting (optional)
Task 1.3 Draft ElS Preparation/
Publication
Task 1,4 Comment Period/
Public Meeting
Phase 2
Task 2.1 Response to Comments/
Preliminary Final ElS
Task 2.2 Camera-Ready Final ElS ·
Task 2.3 Public Meetings and as scheduled by
Hearings the City
EXHIBIT C
City of Bremerton
Comprehensive Plan SEPA ElS
BUDGET
(Revised 6/1/04)
TASK HWA KPFF PENTEC LMN /
Project Mgmt & Coordination 6,000
~20 wks ~ 3 hrs/wk = 60 hrs)
Draft ElS:
Project Description/Alternatives 2,400
Miscellaneous Sections 1,600
Existing Conditions &
Impact Analysis:
Air 2,000
Water 3,000
Plants & Animals 3,000
Land & Shoreline Use 7,000
Aesthetics 3,000
Public Services 4,000
Stormwater/Utilities 9,000
Housing, Pop., & Employment 4,000
Subtotal DEI$ 21,000 9,000 6,000 3,000
Document Edit/Revisions 2,000
FEIS~ 5,000 1,000 1,000
M==tings (76 hours)2 4,600 1,000 1,000 1,000
Consultant Mark-Up (10%) 2,400
Expenses~ 1,000
Consultant Subtotal 51,000 11,000 8,000 5,000
1. This amount should be considered a minimum for preparation of a Final ElS. It assumes a small number of
comments, and no additional substantive analysis. The number and nature of comments cannot be accurately
predicted and may require a greater level of effort. This budget item would be reassessed following receipt of
comment letters.
2. Includes one project kick-off meeting, one scoping meeting, presentation of DEIS to City Council and Planning
Commission (2-3 meetings), and presentation of FEIS at public meetings or headngs (2-3 meetings).
3. Includes estimated cost for copies, parking, travel. Does not include cost to pdnt ElS; assumes that City will pdnt
and distribute ElS. Assumes one internal review draft of DEIS and one of the FEI&
Exhibit D
Additive Alternative to Scope of Work
City of Bremerton/HuckellAVienman Associates, Inc.
Additive Alternative to Task 1.3,
Amend the activities section by adding the following:
As an option, the Kitsap Consolidated Housing Authority may contribute to the
preparation of the EIS to advance planning and environmental review for the Westpark
proposal. If they elect to do so, the EIS would also provide a focus and more detailed
analysis of this proposal.
(notes: 1. electing to exercise this additive alternative will require amendment of the
Professional Services Agreement between the City of Bremerton and Huckell/Weinman
Associates dated , contract # .)
2. electing to exercise this additive alternative implies amendment of tasks 1.4,
2.0, 2.1. and 2.2 as necessary to address the additional information and analysis
introduced under task 1.3 as amended.)
Agreed:
CITY OF BREMERTON CONSULTANT
By: By:
its: its:
Date:
Date:
Approved as to form: Attest:
Bremerton City Attomey City Clerk