081-22 - Art Anderson Associates, Inc. - ContractDocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
Port Orchard Contract #: C081-22
Authorized Amount: $205,041
Date Start: June 14, 2022
Date End: December 31, 2022
CONSULTANT SERVICES AGREEMENT
390 ZONE LOW PRESSURE BOOSTER STATION-SEDGWICK
THIS AGREEMENT is entered into by and between the City of Port Orchard,
Washington, a municipal corporation organized under the laws of the State of Washington (hereinafter
the "City") and Art Anderson Associates, Inc., (hereinafter the "Consultant") organized under the laws
of the State of Washington, located and doing business at:
830 Pacific Ave. Ste 200,
Bremerton, WA 98337,
Contact: Brad Ginn, PE Phone: 360 479-5600
RECITALS:
WHEREAS, the City desires to have certain services performed for its residents; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to certain
terms and conditions; and
WHEREAS, the City complied with the requirements for selecting and negotiating the terms of
an agreement with the Consultant contained in Chapter 39.80 RCW and the City's Procurement
Policies;
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below,
the parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit "A," which is attached hereto and
incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall
at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the
performance of such services and the handling of any funds used in connection therewith. The Consultant
shall perform the services diligently and completely and in accordance with professional standards of
conduct and performance. The Consultant shall request and obtain prior written approval from the City if
the scope or schedule is to be modified in any way.
If the services provided hereunder are funded in whole or in part under a Grant Funding Agreement,
then Consultant will comply with the terms of such Grant Funding Agreement to ensure that the City is able
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to obtain the maximum funding under such Grant Funding Agreement. If this applies, the City will provide
the Consultant with a copy of the Grant Funding Agreement.
2. Compensation.
The City shall pay the Consultant for services rendered according to the rates and methods set forth
below.
❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum
of $
❑X TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed $205,041 without written authorization and will be on a time and materials basis based
on the list of billing rates and reimbursable expenses attached hereto as Exhibit `B."
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and
materials basis according to the list of billing rates and reimbursable expenses attached hereto as
Exhibit "B."
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to the
City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
E. If the services rendered do not meet the requirements of the Agreement, the Consultant
will correct or modify the work to comply with the Agreement. The City may withhold payment for such
work until the work meets the requirements of the Agreement. The City shall pay the Consultant for
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services rendered within ten (10) days after City Council voucher approval. However, if the City objects
to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to
settle the disputed portion.
F. The City reserves the right to direct the Consultant's compensated services before
reaching the maximum amount.
4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing on June 14,
2022 and ending December 31, 2022 unless sooner terminated under the provisions of this Agreement.
The City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to
retain the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience necessary
to provide the services under this Agreement and is appropriately accredited and licensed by all
applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or information,
regardless of form or format, and all other materials produced by the Consultant in connection with the
services provided to the City, shall be the property of the City whether the project for which they were
created is executed or not.
B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are considered
"public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56
RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance with the Act. The
City may be required, upon request, to disclose the Agreement, and the documents and records submitted
to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives
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a public records request and asks Consultant to search its files for responsive records, Consultant agrees
to make a prompt and thorough search through its files for responsive records and to promptly turn over
any responsive records to the City's public records officer at no cost to the City.
7. Relationship of the Parties; Independent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this Agreement.
As the Consultant is customarily engaged in an independently established trade which encompasses the
specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of
the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of
the City. In the performance of the work, the Consultant is an independent contractor with the ability to
control and direct the performance and details of the work, the City being interested only in the results
obtained under this Agreement. 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. The City shall not be
responsible for withholding or otherwise deducting federal income tax or social security or contributing to
the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for
its acts and for the acts of its agents, employees, representatives, and sub -consultants during the
performance of this Agreement. The City may, during the term of this Agreement, engage other
independent contractors to perform the same or similar work that the Consultant performs hereunder.
8. Indemnification.
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 attorneys' fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
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, and volunteers, the Consultant's liability, including the duty and cost to defend,
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
PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN MUTUALLY
NEGOTIATED BY THE PARTIES.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance.
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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, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
limits:
i. Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts oflnsurance. Consultant shall maintain the following insurance
i. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily limited to the
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additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the
City, offset against funds due the Consultant from the City.
H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including personnel,
property, financial, and programmatic records, which sufficiently and properly reflect all direct and
indirect costs of any nature expended and services performed pursuant to this Agreement. The
Consultant shall also maintain such other records as may be deemed necessary by the City to ensure
proper accounting of all funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7) years after
termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist
in accordance with Chapter 40.14 RCW and by the City.
11. City's Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules,
and regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
B. The records and documents with respect to all matters covered by this Agreement shall
be subject at all times to inspection, review or audit by the City during the performance of this
Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support
of the performance of the service, work products, or outcomes fulfilling the contractual obligations are
the products of the City.
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12. Work Performed at the Consultant's Risk.
The 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 the Consultant's own risk, and the
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held by the Consultant for use in connection with the work.
13. Termination.
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment
for the benefit of creditors.
B. Termination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving
written notice of the default.
C. Rights Upon Termination.
i. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of the Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable
compensation for any satisfactory work completed prior to the date of termination, not to exceed
the total compensation set forth herein. The Consultant shall not be entitled to any reallocation
of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit
on work not performed because of such termination. The Consultant shall use its best efforts to
minimize the compensation payable under this Agreement in the event of such termination. Upon
termination, the City may take over the work and prosecute the same to completion, by contract
or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant shall
not be entitled to receive any further payments under the Agreement until all work called for has
been fully performed. Any extra cost or damage to the City resulting from such default(s) shall
be deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained, by the City by reason
of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's
reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of
services under this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
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such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in the "Notices" Section herein.
F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
14. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or
local law or ordinance, except for a bona fide occupational qualification.
B. Violation of this Section shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result
in ineligibility for further work for the City.
15. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to
strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor,
or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or
restrictions, civil commotions, casualty, actual or threatened public health emergency (including, without
limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health
risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health
organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party
obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii)
related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall
excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To
the extent this Agreement specifies a time period for performance of an obligation of either Party, that
time period shall be extended by the period of any delay in such Party's performance caused by a Force
Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force
Majeure unless constraints on a Party's performance that result from the pandemic become substantially
more onerous after the effective date of this Agreement.
16. Assignment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
17. Conflict of Interest.
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The Consultant represents to the City that it has no conflict of interest in performing any of the services
set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with
which it may have a conflict, Consultant will immediately disclose such conflict to the City.
18. Confidentiality.
All information regarding the City obtained by the Consultant in performance of this Agreement shall
be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate
termination.
19. Non -Appropriation of Funds.
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for
services or amounts incurred after the end of the current fiscal period. This Agreement will terminate
upon the completion of all remaining services for which funds are allocated. No penalty or expense shall
accrue to the City in the event that the terms of the provision are effectuated.
20. Employment of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems (DRS).
Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form
if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008
ERFs, and whether the nature of the service and compensation would result in a retirement benefit being
suspended. Failure to make this determination exposes the City to significant liability for pension
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners retired
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
21. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the
parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated
by written amendments to this Agreement.
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22. Non -waiver of Breach.
The failure of either party to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein contained 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 in full force and effect.
23. Modification.
No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless in
writing and signed by a duly authorized representative of the City and the Consultant.
24. Notices.
All notices or other communications required or permitted under this Agreement shall be in writing and
shall be (a) personally delivered, in which case the notice or communication shall be deemed given on
the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage prepaid,
return receipt requested, in which case the notice or communication shall be deemed given three (3)
business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using
a nationally recognized overnight courier service, in which case the notice or communication shall be
deemed given one business day after the date of deposit with such courier. In addition, all notices shall
also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the
following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
Bwallace(c cityofportorchard.us
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
Art Anderson
830 Pacific Ave., Bremerton, WA 98337
Phone No.: 360.479.5600
Email: rginn@artanderson.com
25. Resolution of Disputes; Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
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the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorneys' fees from the other Party.
26. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that
are now effective or in the future become applicable to Consultant's business, equipment, and personnel
engaged in operations covered by this Agreement or accruing out of the performance of those operations.
27. Title VI.
The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42
U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation
subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the
Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts
comply with these regulations.
Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and
successors in interest agrees as follows:
A. Compliance with Regulations. The Consultant will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of
Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time,
which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Consultant, with regard to the work performed by it during this
Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability,
income -level, or LEP in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The Consultant will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto
and incorporated herein by this reference, including employment practices when this Agreement covers
any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In
all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of
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race, color, national origin, sex, age, disability, income -level, or LEP.
D. Information and Reports. The Consultant will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined by the
City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.
Where any information required of the Consultant is in the exclusive possession of another who fails or
refuses to furnish the information, the Consultant will so certify to the City or the FHWA, as appropriate,
and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the
non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or
the FHWA may determine to be appropriate, including, but not limited to:
i. withholding payments to the Consultant under the Agreement until the contractor
complies; and/or
ii. cancelling, terminating, or suspending the Agreement, in whole or in part.
F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will
take action with respect to any subcontract or procurement as the City or the FHWA may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the
Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because
of such direction, the Consultant may request the City to enter into any litigation to protect the interests
of the City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
28. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, and all of which will together constitute this one Agreement.
29. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 12 of 17
Updated 4/2022 IBDR
CITY OF PORT ORCHARD
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
By: ----
Ben Anderson, P.E.
Title: President/CEO
Date: 6/17/2022
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 13 of 17
Updated 4/2022 IBDR
DocuSigned by:
By:
F�btJ'f �l actin su n
Robertutaansuu, Mayor
Date: June 17, 2022
ATTEST/AUTHENTICATE
[�Z�P
by:
ujauAtt,
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM
DocuSigned by:
(/-7
01
Port rchar City Attorney's Office
ePo
. SEAL
..s
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the following outlined here or attached separately.
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 14 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
EXHIBIT B
Rates for Services to be Provided by Consultant. The Consultant shall furnish the services in accordance
with the rates specified below or attached hereto, as Exhibit B.
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 15 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including but
not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 C.F.R. Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal -aid recipients,
sub- recipients and contractors, whether such programs or activities are Federally funded or
not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 16 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
VI, you must take reasonable steps to -ensure that LEP persons have meaningful access to your
programs (70 Fed. Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
City of Port Orchard and Art Anderson Associates, Inc.
Professional Service Agreement Contract No. C081-22
Page 17 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
Exhibit A
ART
ANDERSON
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May 27, 2022
FACPO018.13P
City of Port Orchard
Attn: Mark Dorsey, PE
216 Prospect Street
Port Orchard, WA 98366
Re: 390 Zone Booster Station Price Proposal
Dear Mark:
Art Anderson presents our proposal for Engineering services in response to the RFP dated
2/16/2011, your request, and subsequent conversations with City staff. The objective of this
project is to design a new booster station to maintain pressure in the City of Port Orchard's 390
Pressure Zone.
Scope of Services
Inclusions
The proposal is based on:
• Performing a topographic survey of the pump station location and surrounding areas to
map topographic features, surface improvements, structures, utilities, etc. Surveying will
be performed by Truland as a sub -consultant to Art Anderson.
• Conducting geotechnical investigations necessary to characterize soils to facilitate
building foundation design. Geotechnical engineering will be performed by Krazan as a
sub -consultant to Art Anderson.
• Performing water system modeling to determine the necessary capacity of the of the
booster station and to properly select pumps based on the needed capacity and the
characteristics of the water system. Water System Modeling will be performed by
Murraysmith as a sub -consultant to Art Anderson.
• Design of pump station controls and integration into the city's existing SCADA system.
Controls and SCADA Integration design will be performed by TSI as a sub -consultant to
Art Anderson.
• Design of connections to the existing water system.
• Design of a building to house the pump station. It is assumed the building will be CMU
construction with spread footing foundations and a standing seam metal roof. Building
design will adhere to City of Port Orchard utility building design standards, if any.
• Design of piping, valves, fittings and other required appurtenances, electrical
installation, emergency generator, and other fixtures necessary to construction a
complete booster station. The design will progress with the following submittals for
review:
0 30% Schematic Design
0 60% Design Development
830 Pacific Avenue, Suite 200 1 Bremerton, WA 98337 1 360-479-5600
SDVOSB I OMWBE I WA Veteran Owned Business
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
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ART
ANDERSON
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o 100% Ad Ready Plans, Specifications, and Estimate
• Quality Control review of each design submittal will be performed.
• Bid support activities to respond to contractor pre -proposal inquiries (PPIs). Assumes
approximately 6 design related PPIs.
Assumptions/Exclusions
The proposal assumes:
• Specifications will be based on the current WSDOT/APWA Standard Specs, with other
format specs (such as Masterspec) included as an addendum if necessary.
• Engineering support during construction is not included in this proposal, but can be
negotiated separately if desired by the City.
• Construction and Contract administration is not included.
Contract Terms
Based on the Scope of Services as outlined above, we are proposing a Not to Exceed Time and
Materials fee of $205,041. The price is broken down as follows:
• Pump Station Design
• Surveying
• Geotech
• Water System Modeling
• Control and SCADA Integration
Art Anderson $106,620
Truland $ 5,390
Krazan $ 8,025
Murraysmith $ 23,626
TSI $ 61,380
Our fee estimate is included as Enclosure A. Our standard rates are included as Enclosure B.
Subconsultant scope and fee proposals are included in Enclosure C.
Sub -consultant fees include a 10% markup.
Services outside the scope of services described herein shall be considered additional services
and shall be negotiated separately.
Thank you for considering Art Anderson as a partner in your success. We look forward to
working with such a valued and respected member of our business community. If you have any
questions, comments or concerns, please don't hesitate to contact me.
Sincerely,
, zuj,71
Brad Ginn, P.E.
VP of A&E
FACP0018.13P Proposal Letter Page 2 of 2
5/27/2022
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
I)YrA1
ART
ANDERSON
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Exhibit B
Enclosure A: Fee Estimate
FACP0018.13P Proposal Letter Enclosure
5/25/2022
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
I 1
. ART
0 ANDERSON
830 Pacific Avenue
Bremerton, WA 98337
DATE: 24-May
CLIENT: City of Port Orchard
SMP:
PROJECT NAME: 390 Zone Booster Station
POINT OF CONTACT: Mark Dorsey
COMPANY PROPRIETARY
AA PROJECT NUMBER: FACP0018.BP
AA POINT OF CONTACT: Brad Ginn
DESIRED START DATE:
COMPLETION DATE:
Phone: (360) 479-5600
Principal
Project
Manager
Sr. Engineer/
Sr. Architect
Project
Engineer
Engineer
Senior
Designer
Designer
CAD
Drafter
Project
Coordinator
Clerical
LABOR
SUBTOTAL
SUBTOTAL
HOURS
LABOR
DIRECT COST
TOTAL
IPROJECT
24
120
t.. t
$98,421
$205,041
TASK
PM/Admin
2
6
3
9
20
$2,440
$98,421
$100,861
Contract Administration
2
2
8
12
$1,340
$1,340
Kickoff Meeting
2
1
1
4
$530
$530
Site Visit
2
2
4
$570
$570
Survey(Trul-and)
$5,390
$5,390
Geotech (Krazan)
$8,025
$8,025
Modeling (Murraysmith)
$23,626
$23,626
Controls (TSI)
$61,380
$61,380
TASK
30% Design
6
37
102
84
24
1
254
$32,255
$32,255
Civil Drawings (3 sheets)
12
12
24
$3,420
$3,420
Civil Specs
4
4
$660
$660
Structural (6 sheets)
24
24
48
$5,760
$5,760
Structural Specs
4
4
$480
$480
Electrical (6 sheets)
4
27
24
1
55
$6,540
$6,540
Electrical Specs
1
2
1
4
$485
$485
Mechanical (5 sheets)
27
24
51
$6,120
$6,120
Mechanical Specs
6
6
$720
$720
Architectural (6 sheets)
8
24
32
$4,200
$4,200
Architectural Specs
4
4
$660
$660
Cost Estimate
8
8
$960
$960
QC
6
6
$1,110
$1,110
Design Review Meeting
4
4
1
8
$1,140
$1,140
TASK
60% Design
8
44
114
115
42
2
325
$41,000
$41,000
Civil Drawings (3 sheets)
12
21
33
$4,500
$4,500
Civil Specs
8
8
$1,320
$1,320
Structural (6 sheets)
24
40
64
$7,680
$7,680
Structural Specs
8
8
$960
$960
Electrical (6 sheets)
6
27
42
75
$8,850
$8,850
Electrical Specs
2
2
2
6
$730
$730
Mechanical (5 sheets)
1 27
27
1
54
$6,480
$6,480
Mechanical Specs
6
6
$720
$720
,Architectural (6 sheets)
8
27
1
35
$4,560
1 $4,560
Architectural Specs
4
4
$660
$660
Cost Estimate
16
16
$1,920
$1,920
QC
8
8
$1,480
$1,480
Design Review Meeting
4
4
8
$1,140
$1,140
TASK
100% Design
8
27
81
1 76
24
1
2
218
$27,575
$27,575
Civil Drawings (3 sheets)
6
12
18
$2,430
$2,430
Civil Specs
4
4
$660
$660
,Structural (6 sheets)
24
24
1
48
$5,760
$5,760
Structural Specs
8
8
$960
$960
Electrical (6 sheets)
4
18
24
46
$5,460
$5,460
Electrical Specs
1
1
2
4
$445
$445
Mechanical (5 sheets)
18
16
34
$4,080
1 $4,080
Mechanical Specs
4
4
$480
$480
Architectural (6 sheets)
8
24
32
$4,200
$4,200
Architectural Specs
4
4
$660
$660
Cost Estimate
8
8
$960
$960
QC
8
8
$1,480
$1,480
TASK
Bidding Support
6
12
4
4
26
$3,350
$3,350
PPI Responses
6
12
4
4
26
$3,350
$3,350
RATE/HOUR $215.00 $185.00 $165.00 $135.00 $120.00 $120.00 $110.00 $90.00 $80.00 $65.00
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
I)YrA1
ART
ANDERSON
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Enclosure B: Standard Rates
Where engineering services are provided on an hourly basis, the following rates shall apply to
cover salaries, taxes, insurance, administration, general overhead, and profit:
Classification Hourly Rate
Principal
$215
Project Manager
$185
Senior Engineer/Senior Architect
$165
Project Engineer
$135
Engineer
$120
Senior Designer
$120
Designer
$110
CAD Drafter
$90
Project Coordinator
$80
Clerical
$65
Reimbursable expenses will be charged at the rates shown below:
Automobile Travel
Consultant Costs
Travel Costs
Food and Lodging
Photocopying (B & W)
Photocopying (Color)
Plotter Bond
Plotter Presentation
Plotter Vellum/Mylar
Other Reproduction Costs
Note: Minimum charge when stamping work is $1,000.00.
IRS Rate
Actual cost plus 10%
Actual cost plus 10%
Actual cost plus 10%
$.05/copy plus operator time
$.20/copy plus operator time
$.55/sq ft plus operator time
$.85/sq ft plus operator time
$.60/sq ft plus operator time
Actual cost plus 10%
FACP0018.13P Proposal Letter
5/25/2022
Enclosure
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
I)YrA1
ART
ANDERSON
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Enclosure C: Subconsultant Scope and
Fee Proposals
FACP0018.13P Proposal Letter Enclosure
5/25/2022
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
rTRULAND
SURVEY
LLC
April 26, 2022
Brad Ginn, PE
Art Anderson Associates
830 Pacific Ave.
Bremerton, WA 98337
Re: Port Orchard Booster Station Survey Support
Trul-and Survey LLC,
Poulsbo, WA
360-536-1204
Thank you for considering Trul-and Survey, LLC as your surveying consultant. The following is a Scope of Services, and
cost estimate to provide surveying and mapping services for improvements planned for the Port Orchard booster
station located in Port Orchard, WA. Based on the information you have provided to us, this is our understanding of
the scope and effort requirements for this project:
SCOPE
Task 1. Topographic Survey:
Trul-and will prepare a topographic survey of the yellow bold area defined below in the "mapping area exhibit". The
topographic mapping shall extend 15 feet beyond the property lines (subject to right of entry) and include street
frontage/easement improvements. Storm and sanitary structures to be located shall include one structure upstream
and downstream of the property. Contours will be at 1-foot intervals and based on the Kitsap County or the City of Port
Orchard preferred datum.
Parcel lines will be shown based on the legal description for the parcel and section corner monuments as published by
Kitsap County. Note: A full boundary retracement survey has not been included in this scope of work.
The field survey will locate visible evidence of the following improvements:
•
Buildings
•
Cu rbs
•
Sidewalks/Paths
•
Driveways/curb cuts
•
Pavement -delineation between concrete and asphalt
•
Retaining walls and fences — materials and heights
•
Storm drainage and storm drain structures
•
Sanitary sewer manholes
•
Water valve boxes
•
Electrical power vaults and associated surface features
•
Telephone pedestals
•
Natural gas
•
Cable or fiber optic pedestals
•
Street lighting
•
Fire Hydrants
•
Signage
•
Ponds
COLLABORATION AND EXPERIENCE DRIVING RESULTS
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
TNULAN'D
SURVEY
LLC
Art Anderson Associates
04/26/2022
City of Port Orchard Booster Station
• Overhead wires, guy wires
• Meters or utility connects to existing buildings.
• Note: Our survey crews are not allowed to enter sub -surface vaults. Our work will be
conducted from the surface, using measure -down techniques. Crews will also not open any
structure covers in excess of 80 pounds.
• Underground utility location paint marks provided by others.
• Significant trees as required.
TruLand will coordinate with city staff to survey marks of underground facilities such as underground
water lines, utility connections, etc. The location of these utilities will be shown on the
boundary/topographic survey. Marking of specific underground utilities will be the responsibility of
the City of Port Orchard.
Mapping Area Exhibit:
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
�TNULAN'D
► SURVEY
LLC
ASSUMPTIONS:
Art Anderson Associates
04/26/2022
City of Port Orchard Booster Station
This proposal is based on the following assumptions and/or receiving the following site -specific information.
1. Trul-and will have reasonable access to all areas requiring surveys.
2. For safety reasons Trul-and personnel are not permitted to enter enclosed utility structures. These
structures will be detailed and inventoried only to the extent feasible from the surface.
3. All electronic mapping standards will be based on Trul-and drafting standards unless specified
otherwise.
4. Trul-and field crews may need to perform minor brushing with machetes to conduct this survey, and
we have Client's permission to do so.
5. The setting of any survey monuments at proposed lot corners or the re-establishment of any exterior
boundary points has not been included in Task 1.
6. The marking of underground utilities will be the responsibility of the City of Port Orchard.
DELIVERABLES
Trul-and will provide the following as part of this proposal.
1. Stamped and signed PDF copy of the completed topographic survey
2. An electronic drawing file in AutoCAD (C3D) format in one drawing file.
FEE
Task 1 Topographic Survey
The described Scope of Services for the Topographic Mapping will be completed on a fixed fee basis in the amount of
$4,900.
SCHEDULE
Trul-and will complete the above -described scope of work on a mutually agreed upon schedule.
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
T'RULAND
SURVEY
LLC
ADDITIONAL SERVICES
Art Anderson Associates
04/26/2022
City of Port Orchard Booster Station
It is understood that any Additional Services beyond those included in this Scope of Services shall be authorized in
writing by the Client prior to commencement of the "Additional Service(s)," and the Client shall reimburse Trul-and for
said Additional Services monthly according to the work actually accomplished in the preceding month, provided such
Additional Services have been approved in writing.
If you have any questions or need additional information, please call me at (360) 536-1204 or e-mail me at
bpusev@TruLandsurvey.com.
Best regards,
TRULAND, INC.
Bob Pusey, PLS, Managing Member
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
Q-Krazan
GEOTECHNICAL ENGINEERING -i ENVIRONMENTAL ENGINEERING a CONSTRUCTION TESTING AND INSPECTIONS
May 2, 2021
Art Anderson Associates
830 Pacific Ave
Bremerton, WA 98337
Attn: Mr. Brad Ginn, P.E.
Email: rginn@artanderson.com
Tel: (360) 479-5600
RE: Proposal for Geotechnical Engineering Investigation
Proposed Booster Pump Station
4986 Bethel Road SE
Port Orchard, WA
Dear Mr. Ginn:
KA Proposal No. G22037WAP
Page 1 of 4
We are pleased to present our scope of work and cost estimate for a geotechnical engineering
investigation for the proposed Booster Pump Station located at 4986 Bethel Road SE in Port
Orchard, Washington.
We have reviewed the topographic and geologic maps, and aerial photographs of the site vicinity
in preparation of this proposal.
Project Description
We understand that the site consists of a single assessor parcel (11231-1-045-2000) covering an
area of approximately 2.02 acres. We understand that the site is currently developed with a water
reservoir, driveway and associated utilities. We understand that the site development will include
design and construction of a pump station, and associated utilities.
We have been requested to provide a cost estimate to conduct a geotechnical engineering
investigation and prepare a geotechnical engineering report for the proposed development.
GEOTECHNICAL STUDY
Field Exploration
We propose to explore the subsurface conditions at the site by excavating two (2) test pits. The
test pits would likely be excavated to depths of approximately eight (8) to ten (10) feet below the
existing ground surface (bgs) or to refusal on sound bearing strata, whichever occurs first. The
actual number and locations of the test pits will be dependent on locations of utilities, site access,
and the variability of the subsurface conditions.
All field work will be performed under the supervision of a Krazan engineer or geologist. The test
pits will be logged in the field and subsurface soil samples will be collected, sealed in plastic bags,
and transported to our laboratory for evaluation and testing.
Offices Serving The Western United States
1230 Finn Hill Rd NW, Suite A, Poulsbo, Washington 98370 (360) 598-2126 9 Fax (360) 598-2127
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
KA Proposal No. G22037 WAP
Proposed Booster Pump Station
May 2, 2022
Page No. 2
Laboratory Testing
We will conduct laboratory testing to determine the physical and engineering properties of the
onsite soils. It is important to note that the actual testing schedule would be dependent on the type
of soils encountered within the test pits at the site. Also, we may identify additional tests that may
be appropriate for the project as engineering analyses and laboratory testing proceeds. The
laboratory testing schedule may consist of the following tests:
Tests
ASTM Designation
Natural Water Content
D 2216
Grain Size Analysis
D 6913
Atterberg Limits
D 4318
Engineering Analysis and Report
We will conduct the necessary engineering analyses utilizing the data acquired from the test pits
and laboratory testing, to characterize site soils, determine the potential impact of groundwater on
the proposed construction, develop foundation support recommendations for the proposed
buildings, and develop earthwork recommendations.
The report will include the results of our field exploration and laboratory tests, engineering
analyses, and relevant design parameters. At a minimum, our investigation and report will include
the following:
• An exploration of the subsurface soil and groundwater conditions by excavating two (2) test
pits to a maximum depth of 10 feet or refusal on sound bearing strata, whichever occurs
first, using an excavation subcontractor;
• Prepare a site plan showing the exploration locations;
• Prepare comprehensive test pit logs including soil stratification and classification, and
groundwater levels where applicable;
• Provide foundation recommendations for the proposed structures including foundation
type, allowable bearing pressure, anticipated settlements (both total and differential),
coefficient of horizontal friction, and frost penetration depth;
• Provide recommendations for seismic design considerations including site coefficient and
ground acceleration based on the 2018 IBC;
• Provide recommendations for structural fill materials, placement, and compaction;
• Provide recommendations regarding the suitability of on -site soils as structural fill;
• Provide recommendations for temporary excavations;
• Provide recommendations for site drainage and erosion control.
Offices Serving The Western United States
1230 Finn Hill Rd NW, Suite A, Poulsbo, Washington 98370 (360) 598-2126 9 Fax (360) 598-2127
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
KA Proposal No. G22037 WAP
Proposed Booster Pump Station
May 2, 2022
Page No. 3
Environmental services, such as chemical analysis of soil and groundwater for possible
environmental contaminants, are not included in our scope of services for this project.
Our findings and geotechnical engineering recommendations would be provided in a written report.
We plan to submit the geotechnical engineering report via email. Hard copies of the report can be
provided on request. The services will be performed in accordance with generally accepted
standards of the geotechnical engineering profession. The report will be signed and stamped by a
State of Washington registered professional engineer.
Design Phase and Construction
In addition to the geotechnical investigation, we anticipate that there may be additional consultation
and inspection services needed during the design and construction phases of the project. The
additional services could include, discussions with the project design team, response to Kitsap
County review comments, a plan review letter, construction monitoring, a final letter for the City,
and potential additional site visits for meetings or site reconnaissance. A separate cost estimate
for consultation and construction monitoring can be
Schedule/Time Frame
We anticipate submitting our report to you within 20 working days of the completion of our
subsurface investigation. The fieldwork would commence as soon as possible upon receiving your
authorization to proceed, upon obtaining utility clearances, and based on the availability of the
subcontracted equipment. If requested by you, we would release preliminary results, as data
becomes available, and make interim verbal recommendations to enhance the progress of
project design work.
Cost Estimate
Based on the proposed scope of work, we estimate that our cost for providing geotechnical
engineering services for this project will be $7,295.00.
We will contact the State of Washington Utility Clearance Center (UCC) to have public utilities
located at the boring locations. The UCC does not mark the location of private utilities. Therefore,
the cost for private utility locates is included in this proposal.
Please initial and sign the attached Agreement for Geotechnical Engineering Services and return
a copy to us to indicate your authorization to proceed. We would mobilize and begin our
investigation as soon as possible upon your authorization to proceed, assuming we have access
to the property and based on the availability of the subcontracted excavation services. Please
arrange access to the site.
Offices Serving The Western United States
1230 Finn Hill Rd NW, Suite A, Poulsbo, Washington 98370 (360) 598-2126 9 Fax (360) 598-2127
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
KA Proposal No. G22037 WAP
Proposed Booster Pump Station
May 2, 2022
Page No. 4
Thank you for this opportunity to present our proposal for geotechnical engineering services. If you
have any questions regarding this proposal, please feel free to contact us at (360) 598-2126.
Sincerely,
Krazan & Associates, Inc.
Vijay Chaudhary, P.E.
Project Engineer
Geoffrey Fisher, EIT
Staff Engineer
Attachment: A. Agreement for Geotechnical Engineering Services (signature required).
Offices Serving The Western United States
1230 Finn Hill Rd NW, Suite A, Poulsbo, Washington 98370 (360) 598-2126 9 Fax (360) 598-2127
DocuSign Envelope ID: 26637555-B681-4A68-B4EB-DE1CB5F38002
AGREEMENT FOR
GEOTECHNICAL ENGINEERING SERVICES
THIS AGREEMENT is made by and between KRAZAN & ASSOCIATES, INC., hereinafter referred to as "Consultant", and Art
Anderson Associates, 830 Pacific Ave, Bremerton, WA 98337 , hereinafter referred to as "Client." This Agreement between the parties consists
of the TERMS AND CONDITIONS (below), the attached PROPOSAL titled "Proposal for Geotechnical Engineering Investigation -
Proposed Booster Pump Station," file number G22037WAP, dated May 2, 2022 ("PROPOSAL"), and any exhibits or attachments cited in the
PROPOSAL, which are incorporated in full by this reference. This Agreement, executed in Poulsbo, WA, is effective as of the date this Agreement
is countersigned by Krazan & Associates, Inc, or the date on which Consultant initiates services as scheduled by Client, whichever occurs earlier.
The parties agree as follows:
1. DEFINITIONS
1.1. Contract Documents. Plans, specifications, and agreements between Client and Contractor, including addenda, amendments, supplementary
instructions, and change orders.
1.2. Contractor. The contractor or contractors, and including its/their subcontractors of every tier, retained to construct the Project for which
Consultant is providing Services under this Agreement.
1.3. Day(s). Calendar day(s) unless otherwise stated.
1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants or other materials, in
whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to,
those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous materials, toxic
substances or pollution.
1.5. Services. The professional services provided by Consultant as set forth in this Agreement, the Scope of Services and any written Change
Order, Task Order or amendment to this Agreement, and where Consultant's services are to be provided during the Construction Phase of the
project as scheduled by the Client's Contractor through oral or written communication.
1.6. Work. The labor, materials, equipment and services of the Contractor required to complete the work described in the Contract Documents.
1.7. Fee Schedule. Consultant's standard annual fee schedule unless project specific fee schedule is provided.
1.8 Inspection (or Observation). Visual determination of conformance with specific or, on the basis of Consultant's professional judgment,
general requirements.
1.9 Testing. Measurement, examination, performance of tests, and any other activities to determine the characteristics or performance of
materials.
1.10. Construction. Site improvement activities including but not limited to site clearing, demolition, excavation, grading, installation of
remediation equipment, implementation of bioremediation, or construction of structures.
1.11. Governmental Agencies. All federal, state and local agencies having jurisdiction over the Project.
2. SCOPE OF SERVICES
Consultant will perform the Scope of Services set forth in the attached PROPOSAL.
2.1. Changes in Scope. If Consultant provides Client with a writing confirming a change in the PROPOSAL or the Services, it will become an
amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by Consultant on the
Project, whether requested and/or authorized by Client by oral or written communication, are subject to the terms and limitations of this Agreement.
If Services are performed, but the parties do not reach agreement concerning modifications to the PROPOSAL, Services or compensation, then the
terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning
modifications to scope or compensation pursuant to Section 18, "Disputes."
2.2. Licenses. Consultant will procure and maintain business and professional licenses and registrations necessary to provide its Services.
2.3. Excluded Services. Consultant's Services under this Agreement include only those Services specified in the PROPOSAL.
2.3.1. General. Client expressly waives any claim against Consultant resulting from its failure to perform recommended additional Services
that Client has not authorized Consultant to perform, and any claim that Consultant failed to perform services that Client instructs Consultant not
to perform.
2.3.2. Biological Pollutants. Consultant's PROPOSAL specifically excludes the investigation, detection, prevention or assessment of the
presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or
any of their byproducts. Consultant's PROPOSAL will not include any interpretations, recommendations, findings, or conclusions pertaining to
Biological Pollutants. Client agrees that Consultant has no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make
recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless
Consultant from all claims by any third party concerning Biological Pollutants, except for damages caused by Consultant's sole negligence.
2.4. Changes in Schedule. Because of the uncertainties inherent in the Services contemplated, time schedules are only estimated schedules and
are subject to revision unless otherwise specifically stated in the PROPOSAL.
2.5 Sampling, Inspection & Test Locations. Unless specifically stated otherwise, the Scope of Services does not include surveying the Site or
precisely identifying sampling, inspection or test locations, depths or elevations. Sampling, inspection and test locations, depths and elevations will
be based on field estimates and information furnished by Client and its representatives. Unless stated otherwise in the report, such locations, depths
and elevations are approximate. Company will take reasonable precautions to limit damage to the Project Site or Work due to the performance of
Services, but Client understands that some damage may necessarily occur in the normal course of Services, and this Agreement does not include
repair of such damage unless specifically stated in the Scope of Services.
3. PAYMENTS TO CONSULTANT
3.1. Basic Services. Consultant will perform all Services set forth in the attached PROPOSAL on a lump sum/fixed fee basis as set forth therein.
3.2. Additional Services. Any additional services performed under this Agreement will be provided on a time and materials basis above and
beyond any prior quoted estimate, not -to -exceed or lump sum fee unless otherwise specifically agreed to in writing by both parties.
3.3. Estimate of Fees. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all influence the successful
completion of Services within the estimated cost. The provision of an estimate of fees or a cost estimate is not a guarantee that the Services will be
completed for that amount; Consultant's Services shall continue on a time and expense basis to completion unless directed otherwise by Client.
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Furthermore, the provision of a "not to exceed" limitation is not a guarantee that the Services will be completed for that amount; rather, it indicates
that Consultant will not incur fees and expenses chargeable to Client in excess of the "not to exceed" limitation amount without notifying Client in
writing that the "not -to -exceed" amount has been reached and that Services will continue on a time and materials basis unless directed by Client to
discontinue any further Services.
3.4. Rates. Client will pay Consultant at the rates set forth in the Fee Schedule.
3.4.1. Changes to Rates. Client and Consultant agree that the Fee Schedule is applicable only through December 31 of the year published,
unless stated otherwise in the PROPOSAL, and is subject to periodic review and amendment, as appropriate to reflect Consultant's then -current
fee structure. Unless otherwise provided for in the PROPOSAL, where projects are on -going beyond December 31 of the year the services were
initiated, the rates presented in the PROPOSAL and Fee Schedule are subject to an annual cost of living adjustment based on the consumer price
index for the geographic area where our services are being provided. Notwithstanding the foregoing, where Prevailing Wage regulations apply
Consultant's labor rates are subject to revision based on determinations made by the governing agency. Where labor rates are increased during the
course of the project Consultant's billing rates presented in the PROPOSAL and the Fee Schedule shall be increased proportionally with respect to
any mandated labor and/or benefits rate increases unless otherwise stipulated in the PROPOSAL. In the event that the cost of fuel increases 10
percent or more over the course of the project a fuel surcharge may be imposed to recoup the added costs incurred by Consultant. Consultant will
give Client at least 30 days advance notice of any changes. Unless Client objects in writing to the proposed amended fee structure within 30 days
of notification, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely
objects to the amended fee structure, and Consultant and Client cannot agree upon a new fee structure within 30 days after notice, Consultant may
terminate this Agreement and be compensated as set forth under Section 17, "Termination."
3.4.2. Prevailing Wages. Unless Client specifically informs Consultant in writing that prevailing wage regulations cover the Project and the
Scope of Services identifies it as covered by such regulations, Client will reimburse, defend, indemnify and hold harmless Consultant from and
against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and
attorneys' fees.
3.5. Payment Timing, Late Charge. Consultant shall invoice Client no more frequently than once per month for Services rendered. All invoices
are due and payable upon receipt. Upon Consultant's approval of Client for 30-day payment terms Client shall pay undisputed portions of each
progress invoice within thirty (30) days of the date of the invoice. The invoice amounts shall be presumed to be correct unless Client notifies
Consultant in writing. If Client objects to all or any portion of any invoice, Client will so notify Consultant in writing within fourteen (14) calendar
days of the invoice date, identify the cause of disagreement, and promptly pay when due that portion of the invoice not in dispute. The parties will
immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the balance as
stated on the invoice will be paid. Payment thereafter will first be applied to accrued late payment charges interest on unpaid undisputed charges
and then to the unpaid principal amount. Consultant reserves the right to apply payments to Client's outstanding invoices from oldest to most
recent, regardless of project or invoice designation on checks received. All amounts unpaid when due will include a late payment charge from the
date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law on the unpaid balance from the invoice date until the invoice
is paid. Consultant reserves the right to require payment in full on any and all invoices on Client's account regardless of project prior to releasing
field notes, laboratory test data, photographs, analyses and/or reports. All undisputed amounts due to Consultant by Client shall be paid in full
prior to Consultant's release of final reports or other required forms of certified or verified reports. If the account becomes delinquent, the Client
will reimburse Consultant for all time spent and expenses (including fees of any attorney, collection agency, and/or court costs) incurred in
connection with collecting any delinquent amount. Consultant shall not be bound by any provision or agreement conditioning Consultant's right
to payment upon payment by a third party. In the event of a legal action for invoice amounts not paid, attorneys' fees, court costs, and other related
expenses shall be paid to the prevailing party. Client's failure to pay Consultant when due the failure to pay will constitute a substantial failure of
Client to perform under this Agreement and Consultant will have the right to stop all current work and withhold letters, reports, or any verbal
consultation until the invoice is paid in full. In the event that Client fails to pay Consultant within sixty (60) days after any invoice is rendered,
Client agrees that Consultant will have the right to consider the failure to pay Consultant's invoice as a breach of this Agreement. If the Client
requests back-up data or changes to the format of the standard invoice, an administrative fee of $100 per invoice may be charged plus $1 per page
of back-up data.
4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES
4.1. Standard of Care. Subject to the limitations inherent in the agreed Scope of Services as to the degree of care, the amount of time and
expenses to be incurred, and subject to any other limitations contained in this Agreement, Consultant may perform its Services consistent with that
level of care and skill ordinarily exercised by other professional Consultants practicing in the same locale and under similar circumstances at the
time the Services are performed. No other representation and no warranty or guarantee, express or implied, is included or intended by this
Agreement or any report, opinion, document, or other instrument of service.
4.2. Level of Service. Consultant offers different levels of professional consulting services to suit the desires and needs of different clients.
Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce the probability
of error, but at increased cost. Although risk associated with site acquisition or development can never be eliminated, more detailed and extensive
investigations yield more information. It is for these reasons that Client must determine the level of Services adequate for its purposes. Client has
reviewed the PROPOSAL and has determined that it does not need or want a greater level of Services than that specifically identified in the
PROPOSAL.
4.3. No Warranty. Client recognizes the inherent risks connected with property transactions and site development, and understands when signing
that those risks are not entirely eliminated through the services of Consultant. Client recognizes that opinions relating to geologic or environmental
conditions, including those associated with air, soil and groundwater, are based on limited data and that actual surface and subsurface conditions
may vary from those observed at locations where borings, surveys, or explorations are made. Client also recognizes that site conditions may change
with time, conditions may vary from those encountered at the times when and locations where the data are obtained, despite the use of due
professional care. Therefore, in signing this Agreement the Client understands that Consultant is not providing a warranty or assurance as to the
surface and subsurface conditions throughout the site, or the performance of the project. Consultant's tests and observations of the Work by third
parties not under contract to Consultant are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to
perform their Work in accordance with applicable plans, specifications and requirements. This Agreement neither makes nor intends a warranty or
guarantee, express or implied, of any type nor does it create a fiduciary responsibility to Client by Consultant.
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5. CONSTRUCTION PHASE SERVICES
5.1. Construction Observation.
If Consultant's PROPOSAL includes observation and/or testing during the course of construction, which may include or consist of site
remediation activities, Consultant may:
5.1.1. Site Meetings & Visits. Consultant will participate in job site meetings as requested by Client, and, unless otherwise requested by
Client, visit the site at times specified in the PROPOSAL or, if not specified in the PROPOSAL, at intervals as Consultant deems appropriate to
the various stages of construction to observe the geotechnical conditions encountered by Contractor and the progress and quality of the geotechnical
aspects of the Work. Based on information obtained during such visits and on such observations, Consultant may inform Client of the progress of
the geotechnical aspects of the Work. Client understands that Consultant may not be on site continuously; and, unless expressly agreed otherwise,
Consultant will not observe all of the Work. Consultant will report any observed geotechnical related Work to the Client which, in Consultant's
professional opinion, does not conform with plans and specifications.
5.1.2. Contractor's Performance. Consultant does not, and cannot, warrant or guarantee that all of the geotechnical related Work performed
by Contractor meets the requirements of Consultant's recommendations or the plans and specifications for such Work; nor can Consultant be
responsible for Contractor's failure to perform the Work in accordance with the plans, specifications or the recommendations of Consultant. No
action of Consultant or Consultant's representative can be construed as altering any Agreement between the Client and others. Consultant has no
right to reject or stop work of any agent of the Client. Such rights are reserved solely for the Client.
5.1.3. Contractor's Responsibilities. Consultant will not supervise, direct or have control over the Work nor will Consultant have authority
over or responsibility for the means, methods, techniques, sequences or procedures selected by Contractor for the geotechnical aspects of the
Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable
to Contractor furnishing and performing its Work. Client understands and agrees that Contractor, not Consultant, has sole responsibility for the
safety of persons and property at the Project Site, and that Consultant shall not be responsible for job site safety or the evaluating and reporting of
job conditions concerning health, safety or welfare.
5.1.4. Final Report. At the conclusion of Construction Phase Services, Consultant will provide Client with a written report summarizing
the tests and observations, if any, made by Consultant.
5.2. Review of Contractor's Submittals. If included in the Scope of Services, Consultant will review and take appropriate action on the
Contractor's submittals, such as shop drawings, product data, samples, and other required submittals. Consultant will review such submittals solely
for general conformance with Consultant's design, and will not include review for the following, all of which will remain the responsibility of the
Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences or procedures; coordination
among trades; or construction safety.
5.3. Tests. Tests performed by Consultant on finished Work or Work in progress are taken intermittently and indicate the general acceptability
of the Work on a statistical basis. Consultant's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve
other parties from their responsibility to perform their Work in accordance with applicable plans, specifications and requirements.
5.4. Retention of Third Party Consultant. The review of plans and specifications, and the observation and testing of earthwork related
construction activities by Consultant are integral elements of the Services where Consultant is to remain in the capacity of Geotechnical Engineer -
Of -Record through construction of the project. Client shall have the right to retain a party other than Consultant (Third Party Consultant) for review
of plans and specifications, and the observation and testing of earthwork related construction activities. In the event that a Third Party Consultant
is retained by Client for those services, Client agrees that they will require the Third Party Consultant to contractually agree to the assumption of
the role of Geotechnical Engineer -Of -Record for the project including all responsibilities and liabilities. Client further agrees to indemnify and
hold harmless Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents
(collectively "Consultant Entities") from and against any and all claims, suits, liabilities, damages, expenses (including reasonable attorney's fees
and costs of defense), or other losses related to the geotechnical engineering aspects of the project.
6. CLIENT'S RESPONSIBILITIES
In addition to payment for the Services performed under this Agreement, Client agrees to:
6.1. Cooperation. Assist and cooperate with Consultant in any manner necessary and within its ability to facilitate Consultant's performance
under this Agreement.
6.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate
Client's policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be
subject to change by written notice.
6.3. Rights of Entry. Provide access to and/or obtain permission for Consultant to enter upon all property, whether or not owned by Client, as
required to perform and complete the Services. Consultant will operate with reasonable care to minimize damage to the Project Site(s) and any
improvement located thereon. However, Client recognizes that Consultant's operations and the use of investigative equipment may unavoidably
alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not
included in the fee unless otherwise stated in the PROPOSAL. If client desires or requires Consultant to restore the site to its former condition,
upon written request Consultant will perform such additional work as is necessary and Client agrees to pay to Consultant the cost thereof.
6.4. Relevant Information. Supply Consultant with all information and documents in Client's possession or knowledge which are relevant to
Consultant's Services. Client warrants the accuracy of any information supplied by it to Consultant, and acknowledges that Consultant is entitled
to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property,
Client will notify Consultant of any known potential or possible health or safety hazard existing on or near the Project Site, with particular reference
to Hazardous Materials or conditions.
6.5. Subsurface Structures. If the Services require invasive subsurface exploratory work, Client will provide Consultant with all information in
its possession regarding the location of underground utilities and structures or mark on the property, the location of all subsurface structures, such
as pipes, tanks, cables and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently caused by
Consultant to any such structure or utility not so designated. Consultant is not liable to Client for any losses, damages or claims arising from damage
to subterranean structures or utilities that were not correctly shown on plans furnished by Client to Consultant. Client waives any claim against
Consultant, and agrees to defend, indemnify and hold Consultant harmless from all claims, suits, losses, costs and expenses, including reasonable
attorney's fees, as a result of personal injury, death or property damage occurring with respect to Consultant's performance of its work and arising
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from subsurface or latent conditions or damage to subsurface or latent objects, structures, lines or conduits where the actual or potential presence
and location thereof was not revealed to Consultant by Client.
6.6. Project Information. Client agrees to provide Consultant within 5 days after written request, a correct statement of the recorded legal title
to the property on which the Project is located and the Client and/or Owner's interest therein, and the identity and address of any construction
lender.
7. CHANGED CONDITIONS
If Consultant discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement ("Changed Conditions"),
Consultant will notify Client in writing of the Changed Conditions. Client and Consultant agree that they will then renegotiate in good faith the
terms and conditions of this Agreement. If Consultant and Client cannot agree upon amended terms and conditions within 30 days after notice,
Consultant may terminate this Agreement and be compensated as set forth in Section 17, "Termination."
8. HAZARDOUS MATERIALS
Client understands that Consultant's Services under this Agreement are limited to geotechnical engineering and that Consultant has no responsibility
to locate, identify, evaluate, treat or otherwise consider or deal with Hazardous Materials. Client is solely responsible for notifying all appropriate
federal, state, municipal or other governmental agencies, including the potentially affected public, of the existence of any Hazardous Materials
located on or in the Project site, or encountered during the performance of this Agreement.
Client warrants that a reasonable effort to inform Consultant of known or suspected hazardous materials on or near the project site has been made.
Hazardous materials may exist at a site where there is no reason to believe they could or should be present. Consultant and Client agree that the
discovery of unanticipated Hazardous Materials constitutes a changed condition under this Agreement mandating a renegotiation of the scope of
services or termination of services. Consultant and Client also agree that the discovery of unanticipated hazardous materials may make it necessary
for Consultant to take immediate measures to protect health and safety. Client agrees to compensate Consultant for any equipment decontamination
or other costs incident to the discovery of unanticipated hazardous materials.
Consultant agrees to notify Client when unanticipated hazardous materials or suspected hazardous materials are encountered. Client is solely
responsible for notifying all appropriate federal, state, municipal or other governmental agencies, and regulatory bodies, including the potentially
affected public, of the existence of any Hazardous Materials located on or in the Project site(s), or encountered during the performance of this
Agreement. Client also agrees to hold Consultant harmless for any and all consequences of disclosures made by Consultant which are required by
governing law. In the event the project site is not owned by Client, Client agrees that it is the Client's responsibility to inform the property owner
of the discovery of hazardous materials or suspected hazardous materials.
Notwithstanding any other provision of the Agreement, Client waives any claim against Consultant, and to the maximum extent permitted by law,
agrees to defend, indemnify, and save Consultant harmless from any and all claims, liabilities, damages or expenses, including but not limited to
delay of the Project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances, and any consequential
damages of whatever nature, which may arise directly or indirectly as a result of the services provided by Consultant under this Agreement.
9. CERTIFICATIONS
Client agrees not to require that Consultant execute any certification with regard to Services performed or Work tested and/or observed under this
Agreement unless: 1) Consultant believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2)
Consultant believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) Consultant has reviewed
and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by Consultant is limited to an
expression of professional opinion based upon the Services performed by Consultant, and does not constitute a warranty or guarantee, either express
or implied.
10. ALLOCATION OF RISK
10.1. Limitation of Liability. The total cumulative liability of Consultant, its subconsultants and subcontractors, and all of their respective
shareholders, directors, officers, employees and agents (collectively "Consultant Entities"), to Client and its successors, all parties included as
additional insured on Consultant's insurance policies and those parties granted report reliance rights by Consultant and all of their respective
shareholders, directors, officers, employees and agents (collectively "Client Entities") arising from Services under this Agreement, including
attorney's fees due under this Agreement, will not exceed the gross compensation received by Consultant under this Agreement or
five thousand dollars ($5,000.001 whichever is greater; provided, however, that such liability is further limited as described below. This limit is an
aggregate limit with respect to all services on the project, whether provided under this, prior or subsequent agreements, unless modified in writing,
agreed to and signed by authorized representatives of the parties. This limitation applies to all lawsuits, claims or actions that allege errors or
omissions in Consultant's Services, whether alleged to arise in tort, contract, warranty, or other legal theory. Upon Client's written request,
Consultant and Client may agree to increase the limitation to a greater amount in exchange for a negotiated increase in Consultant's fee, provided
that they amend this Agreement in writing as provided in Section 19. Consultant Entities and Client Entities also agree that the Client Entities will
not seek damages in excess of the limitations indirectly through suits with other parties who may join Consultant as a third -party defendant.
10.Z Indemnification. Client will indemnify, defend and hold harmless Consultant, its subconsultants and subcontractors, and all of their
respective shareholders, directors, officers, employees and agents (collectively "Consultant Entities") from and against any and all claims, suits,
liabilities, damages, expenses (including without limitation reasonable attorney's fees and costs of defense) or other losses (collectively "Losses")
to the extent caused by the negligence of Client, its employees, agents and contractors. In addition, except to the extent caused by Consultant's
negligence, Client waives any claim against Consultant, and to the maximum extent permitted by law, expressly agrees to defend, indemnify and
hold harmless Consultant Entities from and against any and all Losses, arising from or related to the existence, disposal, release, discharge, treatment
or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the
presence, discharge, disposal, release of or exposure to Hazardous Material.
10.3. Consequential Damages. Neither Client nor Consultant will be liable to the other for any special, consequential, incidental or penal losses
or damages of whatever nature including but not limited to losses, damages or claims related to the unavailability of property or facilities, shutdowns
or service interruptions, loss of use, loss of profits, loss of revenue, or loss of inventory, or for use charges, cost of capital, or claims of the other
party and/or its customers, which may arise directly or indirectly as a result of the Services provided by Consultant under this Agreement.
10.4. Continuing Agreement. The provisions of this Section 10, "Allocation of Risk," will survive the expiration or termination of this
Agreement. If Company provides Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the
provisions of this Section 10 will apply to such Services as if the parties had executed an amendment.
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10.5. No Personal Liability. Client and Consultant intend that Consultant's Services will not subject Consultant's individual employees, officers
or directors to any personal liability. Therefore, and notwithstanding any other provision of this Agreement, Client agrees as its sole and exclusive
remedy to direct or assert any claim, demand or suit only against the business entity identified as "Consultant" on the first page of this Agreement.
IL INSURANCE
11.1. Consultant's Insurance. Consultant carries Statutory Workers' Compensation and Employer's Liability Insurance; Commercial General
Liability Insurance for bodily injury and property damage; Automobile Liability Insurance, including liability for all owned, hired and non -owned
vehicles; and Professional Liability Insurance. Certificates of insurance can be furnished upon written request but may not be processed unless
accompanied by a signed Agreement. Client agrees not to withhold payment to Consultant for Client's failure to make such a timely request and
such requests may not be honored if made after final completion of authorized Services. Additional charges may apply for Waiver of Subrogation
and Additional Insured Endorsements. Consultant assumes the risk of damage caused by Consultant's personnel to Consultant's supplies and
equipment.
11.2. Contractor's Insurance. Client shall require that all Contractors and subcontractors for the Project name Consultant as an additional insured
under their General Liability and Automobile Liability insurance policies. If Client is not the Project owner, Client will require the Project owner
to require the owner's Contractor to purchase and maintain General Liability, Builder's Risk, Automobile Liability, Workers' Compensation, and
Employer's Liability insurance with limits no less than as set forth above, and to name Consultant and its subcontractors and subconsultants as
additional insureds on the General Liability insurance. Upon request, Client will provide Consultant with certificate(s) of insurance evidencing the
existence of the policies required herein.
12. OWNERSHIP AND USE OF DOCUMENTS
12.1. Client Documents. All documents provided by Client will remain the property of Client. Consultant will return all such documents to
Client upon request, but may retain file copies of such documents.
12.2. Consultant's Documents. Unless otherwise agreed in writing, all documents and information prepared by Consultant or obtained by
Consultant from any third party in connection with the performance of Services, including, but not limited to, Consultant's reports, boring logs,
maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively "Documents") are
instruments of professional service, not products, and are the property of Consultant. Consultant has the right, in its sole discretion, to dispose of
or retain the Documents. Consultant reserves the right to copyright such documents; however, such copyright is not intended to limit the Client's
use of the services provided under this Agreement other than as described below.
12.3. Use of Documents. All Documents prepared by Consultant are solely for use by Client and will not be provided by either party to any other
person or entity without Consultant's prior written consent.
12.3.1. Use by Client. Client has the right to reuse the Documents for purposes reasonably connected with the Project for which the Services
are provided, including without limitation design and licensing requirements of the Project.
12.3.2. Use by Consultant. Consultant retains the right of ownership with respect to any patentable concepts or copyrightable materials
arising from its Services and the right to use the Documents for any purpose.
12.4. Electronic Media. Consultant may agree at Client's request to provide Documents and information in an electronic format. Client
recognizes that Documents or other information recorded on or transmitted as electronic media are subject to undetectable alteration due to (among
other causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and information
provided by Consultant in electronic media are for informational purposes only and not as final documentation; the paper original issued by
Consultant will remain the final documentation of the Services.
12.5. Unauthorized Reuse. No party other than Client may rely, and Client will not represent to any other party that it may rely on Documents
without Consultant's express prior written consent and receipt of additional compensation. Client will not permit disclosure, mention, or
communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales documentation, or
similar promotional material without Consultant's express prior written consent. Client waives any and all claims against Consultant resulting in
any way from the unauthorized reuse or alteration of Documents by itself or anyone obtaining them through Client. Client will defend, indemnify
and hold harmless Consultant from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions
contained in Documents provided to such person or entity, published, disclosed or referred to without Consultant's prior written consent.
13. SAMPLES AND CUTTINGS
13.1. Sample Retention. If Consultant provides laboratory testing or analytic Services, Consultant will preserve such soil, rock, water, or other
samples as it deems necessary for the Project, but no longer than 30 days after issuance of any Documents that include the data obtained from these
samples. All samples shall remain the property of the Client and in the absence of evidence of contamination Consultant shall dispose of samples
for the Client. All samples will be disposed of or destroyed after the thirty (30) day period unless Consultant is otherwise advised. Client will
promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other
hazardous substances. Upon request, Consultant will deliver samples to the Client or will store them for an agreed delivery or storage charge.
13.2. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during an investigation by Consultant, and will
take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client's expense.
13.3. Cuttings. All cuttings, drilling fluid and wash water shall remain the property of the Client, and Client shall be responsible for and promptly
pay for the removal and lawful disposal of cuttings, drilling fluids, wash water and hazardous materials, unless otherwise agreed in writing.
14. RELATIONSHIP OF THE PARTIES
Consultant will perform Services under this Agreement as an independent contractor.
15. ASSIGNMENT AND SUBCONTRACTS
During the term of this Agreement and following its expiration or termination for any reason, neither party may assign this Agreement or any right
or claim under it, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing
purposes. Any assignment that fails to comply with this paragraph will be void and of no effect. Consultant may subcontract for the services of
others without obtaining Client's consent if Consultant deems it necessary or desirable for others to perform certain Services.
16. SUSPENSION AND DELAYS
16.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by Consultant.
Consultant may terminate this Agreement if Client suspends Consultant's Services for more than 60 days and Client will pay Consultant as set
forth under Section 17, "Termination." If Client suspends Consultant's Services, or if Client or others delay Consultant's Services, Client and
Consultant agree to equitably adjust: (1) the time for completion of the Services; and (2) Consultant's compensation in accordance with Consultant's
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then current Fee Schedule for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit
during the delay or suspension, or charges incurred by Consultant for demobilization and subsequent remobilization.
16.2. Liability. Consultant is not liable to Client for any failure to perform or delay in performance due to circumstances beyond Consultant's
control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood,
explosion, "acts of God," adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material
and equipment in the open market.
17. TERMINATION
17.1. Termination for Convenience. Consultant and Client may terminate this Agreement for convenience upon 30 days written notice delivered
or mailed to the other party.
17.Z Termination for Cause. In the event of material breach of this Agreement, the non -breaching party may terminate this Agreement if the
breaching party fails to cure the breach within 5 days following delivery of the non -breaching parry's written notice of the breach to the breaching
party. The termination notice must state the basis for the termination. The Agreement may not be terminated for cause if the breaching party cures
the breach within the 5-day period.
17.3. Payment on Termination. Following termination other than for Consultant's material breach of this Agreement, Client will pay Consultant
for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred in connection with the termination
of the Project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of
termination and costs associated with termination of subcontractor contracts in accordance with Consultant's then current Fee Schedule.
18. DISPUTES
18.1. Mediation. All disputes between Consultant and Client, except those involving Client's failure to pay undisputed invoices as provided
herein, are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount
of time or money claimed, and requiring that the matter be mediated within 45 days of service of notice. The mediation shall be administered by
the American Arbitration Association or by such other person or organization as the parties may agree upon, in accordance with the rules of the
American Arbitration Association.
18.Z Precondition to Other Action. No action or suit, except those involving Client's failure to pay undisputed invoices as provided herein, may
be commenced unless the mediation did not occur within 45 days after service of notice; or the mediation occurred but did not resolve the dispute;
or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice. If the matter is referred to arbitration, the
arbitration shall be conducted in Kitsap County, Washington. The arbitrator shall be appointed within 60 days of the arbitrators' receipt of a written
request to arbitrate the dispute. The arbitrator shall be authorized to provide all recognizable remedies available in law or equity for any cause of
action that is the basis of the arbitration (to the extent such remedy is not otherwise precluded under this Agreement), provided that (i) the arbitrator
shall not have the authority to award punitive damages, and (ii) each party shall bear its own costs and attorney's fees related to the arbitration.
18.3. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state of Washington. Except
for actions, such as for enforcement of mechanic's liens, which are required by statute to be brought in a specific venue, or unless the parties agree
otherwise, any mediation or other legal proceeding will occur in Kitsap County, Washington. Client waives the right to have the suit brought, or
tried in, or removed to, any other county or judicial jurisdiction. The prevailing party will be entitled to recovery of all reasonable costs incurred,
including court costs, reasonable attorney's fees, and other claim related direct expenses.
18.4. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial
completion of Consultant's Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its
claims.
19. MISCELLANEOUS
19.1. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and conditions, and
supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or voidable, such portion will be deemed stricken
and the Agreement reformed to as closely approximate the stricken portions as the law allows. If any of the provisions contained in this Agreement
are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired.
19.Z Modification of This Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized
representatives of both parties and referring specifically to this Agreement.
19.3. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other must be in writing and either
hand delivered to the recipient or delivered by first-class mail with return receipt -(postage prepaid) or express mail (billed to sender) at the addresses
given in this Agreement.
19.4. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement.
19.5. Waiver. The waiver of any term, conditions or breach of this Agreement will not operate as a subsequent waiver of the same term, condition,
or breach. One or more waivers of any term, condition or covenant by either party shall not be construed as a waiver of any other term, condition
or covenant.
19.6. Survival. These terms and conditions survive the completion of the Services and/or the termination of this Agreement, whether for cause
or for convenience.
19.7. Warranty Of Authority To Sign, Personal Guarantee. The person signing this contract warrants that he/she has authority to sign on the
behalf of the Client for whose benefit Consultant's services are rendered. If such person does not have such authority, he/she agrees that he/she is
personally liable for obligations under this Agreement and all breaches of this contract and that in any action against him/her for breach of such
warranty, reasonable attorney's fees shall be included in any judgment rendered. Further, if Client fails to perform and is in breach of this Agreement
the person signing this Agreement agrees that he/she is personally liable for obligations under this Agreement and all breaches of this contract and
that in any action against him/her for breach of such warranty, reasonable attorney's fees shall be included in any judgment rendered.
19.8. Precedence. These Terms and Conditions take precedence over any inconsistent or contradictory provisions contained in any other
agreement term, proposal, purchase order, requisition, notice to proceed, or other document regarding Consultant's Services.
19.9. Incorporation of Provisions Required By Law. Each provision and clause required by law to be inserted in this Agreement is included
herein, and the Agreement should be read and enforced as though each were set forth in its entirety herein.
20. HAZARDOUS MATERIALS RISKS
Client recognizes that, while necessary for subsurface investigations, commonly used exploration methods, such as drilling borings, pushing
probes or excavating trenches, involve an inherent risk. These exploration methods may penetrate through an aquifer of contaminated fluid and
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serve as a connecting passageway between the contaminated aquifer and an uncontaminated aquifer or groundwater, inducing cross -contamination.
While backfilling with grout or by other means, according to the state of practice, is intended to provide a seal against such passageway, it is
recognized that such a seal may be imperfect and there is an inherent risk of cross -contamination when drilling borings, pushing probes excavating
trenches or implementing other methods of exploration in connection with a contaminated site. Client recognizes that the state of practice,
particularly with respect to contaminated site and materials conditions, is changing and evolving. While Consultant is required to perform in
reasonable accordance with the standards in effect at the time the services are performed, it is recognized that those standards may subsequently
change because of improvements in the state of practice.
Client recognizes that Consultant's failure to detect the presence of hazardous materials at a site, even though hazardous materials may be
assumed or expected to exist through the use of appropriate and mutually agreed upon sampling techniques, does not guarantee that hazardous
materials do not exist at the site. Similarly, Client recognizes that Consultant's subsurface explorations may not encounter hazardous materials at
a site, which may later be affected by hazardous materials due to natural phenomena or human intervention. Client recognizes that the state of
practice, particularly with respect to contaminated site and materials conditions, is changing and evolving. While Consultant is required to perform
in reasonable accordance with the standards in effect at the time the services are performed, it is recognized that those standards may subsequently
change because of improvements in the state of practice. Client agrees to waive any claim against Consultant and agrees to defend, indemnify, and
hold Consultant harmless from claims or liability for injury or loss arising from Consultant's failure to detect the presence of hazardous materials
through techniques commonly employed for the purpose.
All laboratory and field equipment contaminated in performing Consultant's services will be cleaned at Client's expense. Contaminated
consumables will be disposed of and replaced at Client's expense. Equipment (including tools) which cannot be reasonably decontaminated shall
become the property and responsibility of Client. All such equipment shall be delivered to Client or disposed of in a manner similar to that indicated
for hazardous samples. Client agrees to pay the fair market value of any such equipment which cannot reasonably be decontaminated.
21. ENTIRE AGREEMENT
This Agreement between the parties consists of these Terms and Conditions, the PROPOSAL by the Consultant, and any exhibits or
attachments noted in the PROPOSAL. Together, these elements will constitute the entire Agreement superseding any and all prior negotiations,
correspondence, or agreements either written or oral. The Parties have read the foregoing, understand completely the terms, and willingly enter
into this Agreement. This Agreement was developed to be fair and reasonable to both parties. The terms of this Agreement will prevail over any
different or additional terms in Client's purchase order or other forms provided by Client to Consultant as part of the authorization process unless
agreed in writing by Consultant. The parties acknowledge that there has been an opportunity to negotiate the terms and conditions of this Agreement
and agree to be bound accordingly. Consultant's acceptance of this Agreement is pending credit review and a retainer fee may be required.
Client: ART ANDERSON ASSOCIATES Consultant: KRAZAN & ASSOCIATES, INC.
Signature Date Signature Date
Name (Please Print)
Name (Please Print)
Title Title
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EXHIBIT A
441912*81SLY181L
MELCHER PUMP STATION RENOVATION AND 390 ZONE
BOOSTER STATION PROJECTS
ART ANDERSON
Background
Work proposed within this scope describes the capacity analysis, pump sizing, and model
confirmation of the selected pumps for the City of Port Orchard's Melcher Pump Station
Renovation and 390 Zone Booster Station projects. Murraysmith will work as a subconsultant to
Art Anderson (the Client) for this project.
Proposed Improvements
This scope of work involves model confirmation to assess the pump sizing and selection for two (2)
pump station projects within the City of Port Orchard's water system: the replacement of the
existing Melcher Pump Station and the construction of a new 390 Zone Booster Station. The
Melcher Pump Station conveys water, when required, from the 260 Zone to the 390 Zone, and
this project replaces the existing pump station equipment with new equipment sized the meet the
existing and projected system needs. The 390 Zone Booster Station will be a new pump station
designed to reduce dead storage in the Sedgwick and Old Clifton storage tanks by locally boosting
pressures to the services at elevation 300 feet and higher located near the intersection of Geiger
Road SE and SE Sedgwick Road.
Scope of Services
The proposed scope of services for the project has been developed based on our understanding
of the work to be performed. Murraysmith's proposed work is organized by the following tasks.
Task 1—
Project Management and Coordination
Task 2
— Pumping Capacity Analysis
Task 3
— System Curve and Pump Selection
Task 4—
Technical Memorandum
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Task 1— Project Management and Coordination
1.1— General Project Management and Coordination
Provide management of Murraysmith staff, schedule, and budget. Prepare monthly invoices,
review budget and schedule, and perform general administrative tasks.
Keep the Client up to date on any plan issues or details and incorporate input into the work
product.
Assumptions
■ The Client will provide clear, concise, and timely input and review on the work products
produced by the consultant.
■ Two (2) hours per month have been budgeted for project management for the 6-month
project duration.
Deliverables
■ Monthly invoices including status report due to the Client's project manager.
1.2 —Quality Assurance & Quality Control (QA/QC)
Perform quality control review of deliverables.
Deliverables
■ No deliverables will be provided as part of this subtask.
Task 2 — Pumping Capacity Analysis
2.1 — 390 Zone Booster Station Service Area Analysis
Develop a proposed service area for the 390 Zone Booster Station within the existing water model.
It is expected that this service area will include services at elevation 300 feet and higher located
near the intersection of Geiger Road SE and SE Sedgwick Road. Analyze existing and project service
connections in this area, including future development in the area near the Sedgwick tank.
Calculate existing and projected water demands for this area. Evaluate maximum and minimum
projected service elevations for this area.
2.2 — Pump Station Capacity Analysis
Evaluate and recommend required pumping capacity for both the Melcher Pump Station and the
390 Booster Station. These analyses will utilize state and local design standards as well as planned
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operation of the pump station, considering pump runtimes, storage replenishment rates, closed
zone pressure and supply needs, fire flows, other sources of water, and supply redundancy.
Provided by the Client
■ Input on pump station capacity requirements and proposed operation
■ Input on 390 Zone Booster Pump Station service area
■ Information on proposed and projected development with the service area
■ Review of the existing and projected demand for the 390 Zone Booster Pump Station
service area
■ Review of the pump station capacity analysis tables
Assumptions
■ Up to two (2) 390 Zone Booster Pump Station service areas will be developed for Client
review and input.
Deliverables
■ 390 Zone Pump Station service area alternatives map in PDF format
■ 390 Zone Pump Station service area existing and projected demand tables in PDF format
■ Pump station capacity analysis tables for both the Melcher and 390 Zone Booster Pump
Stations
Task 3 —System Curve and Pump Selection
3.1 —System Curve
Conduct hydraulic modeling and develop system head curves based on detailed information on
the interior layout and size of piping, control valves, and meters within the pump station; also
consider existing and proposed offsite water main size, material, and age.
3.2 — Pump Sizing and Confirmation
Suggest pump sizing based on the model results and completed system head requirements. The
Client shall select the pump. Murraysmith will use the hydraulic model to analyze the effect that
the selected pumps will have on the system. No more than two (2) pumping alternatives will be
analyzed for each pump station.
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Provided by the Client
■ Input on equipment and operations preferences
■ Information on proposed 390 Zone Booster Pump Station site location
■ Review of the system curve and pump selections
Assumptions
■ The City's existing hydraulic model will be used to perform the analysis outlined in this
scope.
■ Model update and validation are not included with this scope; that work is anticipated to
occur under a separate contract with the City.
■ Up to (2) pump selections will be evaluated for the Melcher Pump Station and the 390
Booster Pump Station.
Deliverables
■ System curves and pump selections for both the Melcher and 390 Zone Booster Pump
Stations
Task 4 —Technical Memorandum
4.1 — Draft Technical Memorandum
Prepare a technical memorandum (memo) that documents the analyses. The memo will include a
summary of the 390 Zone Booster Pump Station service area development as well as the capacity
analysis, system curve, and pump selection for both the Melcher and 390 Zone Booster Pump
Stations.
4.1 — Final Technical Memorandum
Modify memo based on Client review comments and submit copies of final memo to Client.
Provided by the Client
■ Complete review of the memo and provide one (1) compiled, written set of comments.
Assumptions
■ No additional modeling will be required as part of this task.
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Deliverables
■ Draft and final memos will be submitted to the Client in Word and PDF formats.
Proposed Project Fee
Murraysmith proposes to complete the work as described above on a time and expenses basis as
summarized in the enclosed Fee Estimate, attached as EXHIBIT A. The total not -to -exceed amount
is based on the scope of work incorporated herein. The Fee Estimate is based on Murraysmith's
current Schedule of Charges, which is attached as EXHIBIT B.
Proposed Project Schedule
It is anticipated that this work will be completed within approximately six (6) months of receiving
Notice to Proceed, barring any significant delays by other parties. Final completion of this project
is anticipated in December 2022.
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