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+ Contract Number 4419 +
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+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 ~
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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
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=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
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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
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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