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HomeMy WebLinkAbout4419 +--------------------------------------------------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit + +Press Del Key to Terminate Delete Moqe + + CHANGE Contract Transactions + + Contract Number 4419 + + + +vendor Name SAMPLEY CONSULTING + +subject PROJECT ASSISTANCE - PUBLIC SAFETY BOND + +Department ECON DEVEL + +tStatus Code PRO i + Amount.. $80000.00 Begin Date 04/01/2004 Insurance End Date 12/31/2005 + Type Amount Review Date 02/15/2008 + + E&O $1000000.00 + + + t Insurance Total $1000000.00 t + 1nsurance Review Date 04/01/2006 + t Comments MODIFICATION 41-2/05 42-12/05 ! + VAULT 01/01/2008 ~ +--------------------------------------------------------------------------+ CONTRACT MODIFICATION AGREEMENT NO.2 BETWEEN THE CITY OF BREMERTON AND SAMPLEY CONSULTING PROJECT: 2004 Project Assistance for Public Safety Building and Fire Station #1 and others including Public Works & Utilities. CONSULTANT: SAMPLE:Y CONSULTING, 7407 Roundup Lane NW, Silverdale, WA 98383. DATE: November 21, 2005 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE AGREEMENT (the "Contract") entered into between the City of Bremerton and Sampley Consulting on March 25, 2004 as amended on December 30, 2004. All provisions in the Contract shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties, the modifications to the Contract are as follows: I. Section IV. Term to December 31, 2005. , is modified as follows: The term for this contract is hereby extended II. Consultant accepts all requirements of this Contract Modification by endorsing below. Consultant further agrees that this Contract Modification constitutes full and final settlement of all of the Consultant's claims for contract time and for all costs of any kind, including without limitation, costs of delays related to any work either covered or affected by this Contract Modification. The parties whose names appear below warrant that they are authorized to enter into a contract modification that is binding on the parties of this contract. IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. CONTRACT MODIFICATION Project Number: 1 By Its DATE: 1I-.;2./-0S APPROVED AS TO FORM: ~eY // R:\LEGAL\Contracts\FORMS\Contract Modification (2003).doc CONTRACT MODIFICATION Project Number: By Its DATE: I J..-~-O~ 2 +--------------------------------------------------------------------------+ =fEnter Search Criteria, Press Esc Key to Transmit =1= =fpress Del Key to Terminate Delete Mode =1= =f CHANGE Contract Transactions =f =f Contract Number 4419 =f =1= =f =fVendor Name SAMPLEY CONSULTING =1= =fSubject PROJECT ASSISTANCE - PUBLIC SAFETY BOND =f =fDepartment ECON DEVEL =1= =fStatus Code PRO =f =f Amount $80000.00 =f =f Begin Date 04/01/2004 =f =f Insurance End Date 07/31/2005 =f =f Type Amount Review Date 07/01/2005 =f =f E&O $1000000.00 =f =f =f =f =f =1= Insurance Total $1000000.00 =f =f Insurance Review Date 04/01/2005 =f =f =f =f Comments MODIFICATION #1-2/05 =1= =f =f =f =f +--------------------------------------------------------------------------+ CONTRACT MODIFICATION AGREEMENT NO.1 BETWEEN THE CITY OF BREMERTON AND SAMPLEY CONSUL TING PROJECT: 2004 Project Assistance for Public Safety Building and Fire Station #1 and others including Public Works & Utilities. CONSULTANT: 98383. SAMPLEY CONSULTING, 7407 Roundup Lane NW, Silverdale, WA DATE December 30. 2004 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE AGREEMENT (the "Contract") entered into between the City of Bremerton and Sampley Consulting on March 25, 2004. All provisions in the Contract shall remain in full force and effect except as expressly modified by this document. Whereas additional work is needed to complete the Scope of Work, the City of Bremerton and Sampley Consulting desire to modify the contract duration as described herein. For valuable consideration and by mutual consent of the parties, the modifications to the Contract are as follows: I. Section I. Descriotion of Work , is modified as follows: Task 1 is hereby deleted and no new work will be performed; Tasks 2,3, & 4 remain in effect. Section IV. Duration of Work hereby extended to July 31, 2005. , is modified as follows: The term for this contract is II. Consultant accepts all requirements of this Contract Modification by endorsing below. Consultant further agrees that this Contract Modification constitutes full and final settlement of all claims for contract time and for all costs of any kind, including costs of delays, related to ~y work either covered or affected by this Contract Modification. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into a contract modification that is binding on the parties of this contract. CONTRACT MODlFICA nON Project Number: December 30, 2004 H:\Professiollal Agrecments\Sampley Consulting PA Mod No. l.doc IN WITNESS WHEREOF, the parties have executed this Contract Modifications on the day and year first written above. CON~/ By W. Eugene Sampley Its owner DATE: j-z,/JtJtf I { APPROVED AS TO FORM: Dept. Director - approved to process -- DATE: "...--, ~~ Bremerton City Attorney CONTRACT MODIFICATION Project Number: 2 December 30, 2004 H:\Professional Agrcements\Sampley Consulting PA Mod No. I.doc +--------------------------------------------------------------------------+ t t t t t t t t t t t t t t t $1000000.00 t 04/01/2005 t t t t t +--------------------------------------------------------------------------+ Key to Key to Insert new record, Ctrl-Z Terminate Insert Mode INSERT Contract Number to Clear form =rPress Esc tPress Del " tVendor Name tSubject tDepartment "Status Code " t t t " " t ! " Contract Maintenance 4419 SAMPLEY CONSULTING PROJECT ASSISTANCE ECON DEVEL PRO - PUBLIC SAFETY BOND Insurance Type Amount Press F1 for E&O $1000000.00 valid insurance type codes Amount Begin Date End Date Review Date $80000.00 04/01/2004 12/31/2004 11/01/2004 Insurance Total Insurance Review Date Comments PROFESSIONAL SERVICES AGREEMENT 2004 Project Assistance - ill number The City of Bremerton ("City") and Sampley Consulting ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: L Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated March 13, 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 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 on April 1, 2004 and that this agreement will end on December 31, 2004, or terminated pursuant to paragraph VIII. ill. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $80,000 as set forth in Exhibit B. Consultant's charges and bills shall conform to the fee schedule set forth in Exhibit Band 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 B. 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. Bremerton/Sampley Consulting 2004 Proiect Assistance 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. Insurance and Hold Harmless: Prior to and during the performance of the work covered by this Agreement, Consultant shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000 for errors and omissions in connection with the work to be performed by Consultant under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. Consultant shall, at all times, be solely responsible for the acts or failures to act of its personnel which occur or arise in any way out of the performance of this Agreement. Consultant agrees to save and hold the City, its personnel and officials, harmless from all costs, expenses, losses, and damages, including the cost of defense, incurred as a result of any acts or omissions of Consultant's personnel relating to the performance of this Agreement. VI. 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. Bremerton/Samplev Consulting 2004 Proiect Assistance Page 2 of? 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 Silverdale, 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 all state taxes normally paid by employers, register to receive a unified business identifier number from 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, all as described in the Revised Code of Washington (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 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 Silverdale, Washington or at City provided work space as determined BremertonlSamplev Consulting 2004 Proiect Assistance Page 3 of7 by the City. 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. 1. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or I 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 Director of Economic Development 239 4th Street Bremerton, WA 98337 Sampley Consulting 7407 Roundup Lane NW Silverdale, W A 98383 1. 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 relinquislnnent 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. 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. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. BremertonlSamplev Consulting 2004 Proiect Assistance Page 4 of7 VII. 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. VIII. 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 tenninating Party's sending notice to the non-perfonning 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 tenninate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. 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 tennination, 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 perfonn shall be without liability or legal exposure to the Consultant. c~ By: Cary Bozeman its: Mayor Date: <3 - ;J.." - 0';' ~ CON~ By: W. ugene ey its: Owner Date: ~"I) z-.rtf merton City Attorney o fo R:\LEGAL\Contracts\S BremertonlSamplev Consulting 2004 Proiect Assistance Page 5 of7 EXHIBIT A SCOPE OF SERVICES The consultant will provide the following services in the performance of this agreement: Task I Provide project administration, oversight and coordination for project design and construction of the City's Public Safety Building. Task 2 Provide project administration, oversight and coordination for design and construction ofthe City's new Fire Station No.1. Task 3 Provide other project oversight and assistance as request by the Director of Economic Development. Task 4 Provide additional services as requested by the City, including the Department of Public Works & Utilities, as authorized by the Mayor and accepted by the Consultant in writing. Bremert01l1Samplev Consulting 2004 Proi ect Assistance Page 6 of7 EXHIBIT B FEE SCHEDULE AND ESTIMATE OF COST The budget fot all work included in the performance of this agreement shall not exceed $80,000 as set forth herein. . Tasks 1,2 and 3 shall not exceed $60,000 and shall be authorized only by the Director of Economic Development. . Task 4 shall not exceed $20,000 and shall be authorized in writing by the Mayor. Services provided under this agreement by W. Eugene Sampley through December 31, 2004 will be billed at a rate of $105 per hour, inclusive of overhead costs, for all hours worked. Direct costs will be billed at actual cost, provided that mileage will be billed at the City's current mileage reimbursement rate. Bremerton/Samolev Consulting 2004 Proiect Assistance Page 7 of7