087-21 - Pump Tech, LLC - ContractCITY OF PORT ORCHARD SMALL WORKS 35K AND UNDER
CONSTRUCTION CONTRACT NO. C087-21
PUBLIC WORKS PROJECT NO. PW2021-028
THIS Agreement is made effective as of the 13th_ day of _September_, 2021, by and
between
and
CITY OF PORT ORCHARD, WASHINGTON ("CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Robert Putaansuu Phone: 360.876.4407 Fax: 360.895.9029
Pum Tech Inc
12020 SE 32"—d St. Suite 2_
Bellevue, WA 98005
Contact: Jim Joyce Phone: 425.644.8501
for the following Project:
Cedar Heights Pump Replacement
The City and Contractor agree as follows:
("CONTRACTOR")
Email: jjoyce@pumptechnw.com
("PROJECT")
1. Contract Documents. The Contractor shall complete the Work described in the Contract
Documents for the Project. The following documents are collectively referred to as the
"Contract" and/or "Contract Documents":
a. This Agreement signed by the City and the Contractor;
b. Division 1 of WSDOT Standard Specifications for Road, Bridge and Municipal
Construction, 2018 edition, together with APWA Supplement (1-99), subject to specific
provisions contained within the Public Works Terms and Conditions;
c. The attached Special Provisions, Plans and Specifications;
d. Written change orders or orders for minor changes in the Work issued after execution of
this Agreement;
e. Public Works Terms and Conditions;
f. Insurance and Bonding Requirements; and
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
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g. The bid proposal submitted by the Contractor, except when inconsistent with Contract
Documents a-f.
The intent of the Contract Documents is to include all items necessary for the proper execution
and completion of the Work by the Contractor. These Contract Documents complement each
other in describing a complete work. Any requirement in one document binds as if stated in all.
The Contractor shall provide any work or materials clearly implied in the Contract even if the
Contract does not mention it specifically.
2. Date of Commencement and Substantial Completion Date. The date of commencement
shall be September 17, 2021. The Contractor shall substantially complete the Work not later
than December 31, 2021, subject to adjustment by change order.
3. The Contractor shall do all work and furnish all tools, materials, and equipment in accordance
with the above -described Construction Contract Documents. The Contractor shall provide and
bear the expense of all equipment, work, and labor of any sort whatsoever that may be required
for the transfer of materials and for constructing and completing of the work provided for in
these Construction Contract Documents, except those items mentioned therein to be furnished
by the City.
4. Subject to additions and deductions by change order, the construction Contract Sum is the base
bid amount of $ 8,459.50 (applicable sales tax included). The construction Contract Sum
shall include all items and services necessary for the proper execution and completion of the
work. The City hereby promises and agrees with the Contractor to employ and does employ
the Contractor to provide the materials and to do and cause to be done the work described in
the Construction Contract Documents and to complete and finish the same according to the
plans and specifications and the terms and conditions herein contained; and hereby contracts
to pay for the same at the time and in the manner and upon the conditions provided for in this
Contract.
5. The Contractor agrees to comply with all state and federal laws relating to the employment of
labor and wage rates to be paid. The Contractor agrees to furnish insurance of the types and
in the amounts set forth in the Construction Contract Documents.
6. The Contractor agrees to repair and replace all property of the City and all property of others
damaged by himself, his employees, and sub -contractors.
7. The Contractor for himself and for his heirs, executors, administrators, successors, and assigns,
does hereby agree to the full performance of all the covenants herein upon the part of the
Contractor.
8. It is further provided that no liability shall attach to the City of Port Orchard by reason of
entering into this Construction Contract, except as expressly provided herein.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
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9. 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 Contractor, for itself, its assignees, and
successors in interest agrees as follows:
1. Compliance with Regulations: The Contractor 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.
2. Nondiscrimination: The Contractor, 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 Contractor 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.
Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding, or negotiation made by the Contractor 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 Contractor of the Contractor's
obligations under this Agreement and the Acts and the Regulations relative to Non-discrimination
on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP.
4. Information and Reports: The Contractor 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 Contractor is in the exclusive possession of
another who fails or refuses to furnish the information, the Contractor will so certify to the City or
the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information.
Sanctions for Noncompliance: In the event of the Contractor'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:
1. withholding payments to the Contractor under the Agreement until the Contractor
complies; and/or
2. cancelling, terminating, or suspending the Agreement, in whole or in part.
6. Incorporation of Provisions: The Contractor 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 Contractor
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
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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 Contractor becomes involved in, or is threatened with litigation by a subcontractor, or
supplier because of such direction, the Contractor may request the City to enter into any litigation
to protect the interests of the City. In addition, the Contractor may request the United States to
enter into the litigation to protect the interests of the United States.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be duly executed
on the date first written above.
CITY OF PORT ORCHARD
Robert Putannsuu, Mayor
ATTEST/AU NUCATE:
B&dy"PUA06n. MMC, City Clerk
APPROVED AS TO FORM:
Charlotte A. Ariy Attorney
PO
'0
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Page 4 of 23
CONTRACTOR
PumpTech LLC
By: Faleeia soelAner
Its: Credit & Collections Controller
Rev 7/23/2020
CERTIFICATE AS TO CORPORATE PRINCIPAL
I, _
certify that I
(Corporate Officer (Not Contract Signer))
(Corporate Title) of the
corporation named as the Contractor in the Agreement attached hereto; that
_ Felecia_Soeldner , (Contract Signer) who signed said Agreement on behalf
of the Contractor, was then Cre_ dit & Collections Controller- (Corporate Title) of said corporation;
that said Agreement was duly signed for and in behalf of said corporation by authority of its
governing body, and is within the scope of its corporate powers.
Doug Staab
am the CEO
_ I
Corp. office signature (not contract signer)
Doug _ taab
Printed
CEO
Title
State of Washington)
County of
-_Kl'ng— )
Doug Staab - . (corporate officer (not contract signer)) being
duly sworn, deposes and says that he/ft is CEO (Corporate Title)
of PumpTech LLC (Name of Corporation)
Subscribed and sworn to before me this I St _ day of (>—ib1r , 20��
City of Port Orchard and Pump Tech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Page 5 of 23
ota lic ignat c)
Notary Public (Print)
My commission expires
Rev 7/23/2020
CITY OF PORT ORCHARD
PUBLIC WORK PROJECT TERMS AND CONDITIONS
The following terms and conditions shall be used in conjunction with the Standard Specifications
for Road, Bridge and Municipal Construction, 2018 edition, together with the APWA Supplement
(Section 1-99), as issued by the Washington State Department of Transportation and American
Public Works Association, Washington State Chapter, hereinafter referred to as the "standard
specifications". The standard specifications, except as they may be modified or superseded by
these provisions, shall govern all phases of work under this Contract, and they are by reference
made an integral part of these specifications and Contract as if herein fully set forth.
When the provisions of the standard specification conflict with the terms and conditions as
contained herein, the terms and conditions shall prevail.
1. BID PRICE: The bid price(s) shall include all necessary permits, fees and items of labor,
material, equipment, tools, overhead and compensation, supplies, taxes, utilities and other
incidentals necessary to complete the work in a fully functional and operational state. All prices
including bid prices are in US funds.
2. DEFINITIONS: The term "City" means Port Orchard, Washington, "successful bidder" means
the apparent lowest and best responsible bidder to whom an award is made, and "Contractor"
means the successful bidder who has satisfied the requirements for the award and who receives a
contract executed by the City. "Bidder" means the person, firm or corporation that has made an
offer in response to the invitation to bid. "Work" means the construction and services required by
the Contract Documents, whether completed or partially completed, and includes all other labor,
materials, equipment and services provided or to be provided by the Contractor to fulfill the
Contractor's obligations.
3. LICENSING AND REGISTRATION: The Contractor must have a Washington State certificate
of registration per chapter 18.27 RCW; a current state unified business identifier number; and if
applicable, industrial insurance coverage for the bidder's employees working in Washington, an
Employment Security Department number, and a state excise tax registration number. In addition,
the bidder must not be disqualified from bidding on any public works contracts under RCW
39.06.010 or 39.12.065(3).
4. PUBLIC WORK REQUIREMENTS: This project constitutes a public work under state law.
Bidders are warned to take into consideration statutory legal requirements, particularly, the
payment of prevailing wages and fringe benefits, payment and performance bonds and sales tax
implications in making their bids. It is the sole responsibility of the bidder to ensure that the
appropriate labor classification(s) are identified and that the applicable wage and benefit rates are
taken into consideration when preparing their bid according to these specifications. The Contractor
shall complete and file State of Washington, Department of Labor & Industries, Statement of Intent
to Pay Prevailing Wages and Affidavit of Wages Paid forms and shall familiarize itself with their
requirements. The Contractor shall also be responsible for and pay all costs pertaining to the
processing of these forms.
5. INSURANCE REQUIREMENT: The successful bidder will furnish insurance as stipulated in
the Attachment entitled "Insurance Requirements."
6. RECEIPT OF ADDENDA: All official clarifications or interpretations of the bid documents
will be by written addenda only.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
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7. PROJECT COMPLIANCE: In compliance with the request for quotation, Bidder hereby
proposes to perform all work for this project in strict accordance with the Contract Documents, at
the Contract Sum, and within the time set forth herein with the understanding that time is of the
essence in the performance of this Contract.
8. TAXES: Proposals shall include all applicable taxes except sales tax, which is a separate bid
item. It shall be the Bidder's responsibility to furnish Federal Excise Tax Exemption Certificate,
when applicable.
9. ERROR IN EXTENSION: Unit price, when used, shall govern in case of extension error.
10. PERMITS AND FEES: The Contractor shall furnish all permits, inspection fees, and fees
required in the performance of this Contract, including those charged under RCW 39.12.070 by
the Department of Labor and Industries for the approval of statements of intent to pay prevailing
wages and the certification of affidavits of wages paid, etc. The Department may also charge fees
to persons or organizations requesting the arbitration of disputes under RCW 39.12.060. The
Contractor is responsible for all fees resulting from these statutes.
11. CONTRACT: The Contract, when properly signed, will be the only form that will be
recognized by the City as an award. The executed Contract supersedes all previous
communications and negotiations, except as referenced herein, and constitutes the entire
agreement between the City and Contractor (parties), except as provided herein. The Contractor
shall not make any changes, alterations, or variations in the terms of the Contract without the
written consent of the City. No terms stated by the Bidder in its proposal shall be binding on the
City unless accepted in writing by the City. The successful bidder may not assign the Contract
resulting from this invitation to bid without the City's prior written consent. No waiver by the City
of a breach of any provision of the terms and conditions outlined in the invitation to bid shall
constitute a waiver of any other breach of such provision or of any other provisions.
12. CHANGE ORDERS: If the City or the Contractor requests a change in the Work, or either
party believes that a change is necessary, then the parties shall comply with the following
procedure to document and reflect a change in the Work: (a) The party requesting the change shall
write a description of the change and give the description to the other party (the "Change Notice");
(b) Before proceeding with the change in Work, unless otherwise excused by emergency, the
Contractor shall provide the City with a fixed -price written estimate of the cost and time impact
of the change in Work; and (c) The City and the Contractor shall execute a Change Order
confirming their agreement as to the change in Work, the fixed -price cost, and the extension of the
Substantial Completion Date, if any. If the change in Work cannot be performed on a fixed -price
basis, the Change Order shall identify the agreed method of compensation.
13. CHANGE DIRECTIVES: A "Change Directive" is a written order signed by the City,
directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or
Substantial Completion Date, or both. The City may by Change Directive, without invalidating the
Contract, order changes in the Work within the general scope of the Contract consisting of
additions, deletions or other revisions, the Contract Sum and Substantial Completion Date being
adjusted accordingly. A Change Directive shall only be used in the absence of total agreement on
the terms of a Change Order. Upon receipt of a Change Directive, the Contractor shall promptly
proceed with the change in the Work and advise the City of its agreement or disagreement with
the proposed method for determining the proposed adjustment in the Contract Sum and/or
Substantial Completion Date, if any, provided in the Change Directive. A Change Directive signed
by the Contractor indicates agreement with all terms set forth in the Change Directive. Such
agreement shall be effective immediately and shall be recorded as soon as practical with a Change
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
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Order. If the parties are unable to agree on an adjustment to the Contract Sum and/or Substantial
Completion Date, if any, then either party may submit the matter for determination in accordance
with Section 21.
14. MINOR CHANGES IN THE WORK: The City shall have the authority to order minor
changes in the Work not involving adjustment in the Contract Sum or extension of the Substantial
Completion Date and not inconsistent with the Contract documents. The Contractor shall promptly
carry out such written orders for minor changes in the Work.
15. COMPLIANCE WITH LAWS AND REGULATIONS: The Contractor warrants full
compliance with all applicable local, state or federal laws and regulations and agrees to indemnify
and defend the City against any loss, cost, liability or damage, including reasonable attorney's
fees, by reason of successful bidder's violation of this paragraph.
16. INDEMNIFICATION: All services to be rendered or performed under this Contract will be
rendered or performed entirely at the Contractor's own risk. The Contractor shall defend,
indemnify and hold the City, its officers, officials, employees and volunteers harmless from any
and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in
connection with the performance of this Contract, except for injuries and damages caused by the
sole negligence of the City. Should a court of competent jurisdiction determine that this Contract
is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury
to persons or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, its officers, officials, employees and volunteers, the Contractor's liability
hereunder shall be only to the extent of the Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided herein
constitutes the Contractor'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 Contract.
17. TERMINATION: This Contract may be terminated in whole or in part, without penalty, under
the following conditions: 1) by mutual written agreement; 2) by the City for breach by the
Contractor of any of the obligations or requirements set forth in the Contract Documents which
would, at the option of the City, require the Contractor to assume liability for any and all damages,
including the excess of re -procuring similar products or services; 3) for convenience of the City;
or 4) by the City for non -appropriation of funds.
18. TERMINATION BY THE CITY WITHOUT CAUSE: Notwithstanding any other provisions
contained herein, the City, without cause, may terminate the Contract between the parties by
providing notice to the Contractor. Upon termination under this section: 1) All remaining
obligations of the parties are discharged, but any right based upon breach or performance occurring
prior to termination survives; 2) If the reasonable costs of performance incurred by the Contractor
prior to termination exceed the amount paid by the City to the Contractor on the Contract Sum, the
City shall reimburse the Contractor in the amount of such excess; 3) If the amount paid by the City
to the Contractor on the Contract Sum exceeds the reasonable costs of performance incurred by
the Contractor prior to termination, the Contractor shall reimburse the City in the amount of such
excess; and 4) Any funds obtained or retained by the Contractor as provided in subsections 2) or
3), above, shall constitute full payment and consideration for the services performed by the
Contractor prior to termination.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 8 of 23
19. COMPLIANCE WITH TERMS: The City may at any time insist upon strict compliance with
these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to
the contrary.
20. PAYMENT: Contractor shall maintain time and expense records and provide them to the City
along with monthly invoices in a format acceptable to the City for work performed to the date of
the invoice. All invoices shall be paid by the City within 45 days of receipt of a proper invoice. If
the services rendered to not meet the requirements of the Contract, Contractor will correct or
modify the work to comply with the Contract. City may withhold payment for such work until the
work meets the requirements of the Contract.
21. DISPUTE RESOLUTION: In the event there is a dispute between the parties, the parties
agree to resolve that dispute in the following manner: (a) The parties shall attempt in good faith to
resolve any dispute promptly through negotiation. Either party may give the other party written
notice that a dispute exists (a "Notice of Dispute"). The Notice of Dispute shall include a statement
of such party's position. Within ten (10) days of the delivery of the Notice of Dispute, the parties
shall meet at a mutually acceptable time and place and attempt to resolve the dispute; (b) If the
parties are unable to resolve the dispute, they may elect to submit the dispute to mediation. The
cost of the mediation shall be borne equally by the parties. The mediator shall be selected by the
mutual agreement of the parties; (c) If the mediation does not result in a settlement of the dispute,
the dispute shall be settled by binding arbitration by the Judicial Arbitration and Mediation
Services ("JAMS") in accordance with the then operative construction rules of JAMS. The parties
may select an arbitrator by mutual agreement, or if unable to agree, the arbitrator will be selected
pursuant to the rules of JAMS. The parties shall be bound by the decision of such arbitrator. The
arbitration shall be conducted in Kitsap County, Washington; provided, if JAMS is unable to
conduct the arbitration in Kitsap County, then the arbitration shall be held in such location as the
parties may agree after consulting with JAMS.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 9 of 23
CITY OF PORT ORCHARD
INSURANCE REQUIREMENTS
The Contractor shall procure and maintain for the duration of the Contract with the City, insurance
against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the Contractor, their agents, representatives,
employees and subcontractors.
No Limitation. The Contractor's maintenance of insurance, its scope of coverage and limits as
required herein shall not be construed to limit the liability of the Contractor to the coverage
provided by such insurance, or otherwise limit the City's recourse to any remedy available at law
or in equity.
Minimum Scope of Insurance. The Contractor shall obtain insurance of the types described below:
• 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.
• Commercial General Liability insurance shall be written on ISO occurrence form CG 00
01 and shall cover liability arising from premises, operations, stop gap liability,
independent contractors, products -completed operations, personal injury and advertising
injury and liability assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form
CG 25 03 11 85 or an equivalent endorsement. There shall be no endorsement or
modification of the Commercial General Liability Insurance for liability arising from
explosion, collapse or underground property damage. The City shall be named by
endorsement as an additional insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the City using ISO Additional
Insured endorsement CG or substitute endorsements providing equivalent coverage.
• Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
• Employers' Liability coverage to include bodily injury, and bodily injury by disease.
Employers Liability coverage may be included in the Contractor's General Liability
Coverage or as a stand-alone policy.
• Builders Risk insurance covering interests of the City, the Contractor, Subcontractors, and
Sub -subcontractors in the work. Builders Risk insurance shall be on an all-risk policy form
and shall insure against the perils of fire and extended coverage and physical loss or
damage including flood, earthquake, theft, vandalism, malicious mischief, collapse,
temporary buildings and debris removal. The Builders Risk insurance covering the work
will have a deductible of $5,000 for each occurrence, which will be the responsibility of
the Contractor. Higher deductibles for flood and earthquake perils may be accepted by the
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
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City upon written request by the Contractor and written acceptance by the City. Any
increased deductibles accepted by the City will remain the responsibility of the Contractor.
The Builders Risk insurance shall be maintained until final acceptance of the work by the
City.
Minimum Amounts of Insurance
The Contractor shall maintain the following insurance limits:
• Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of $1,000.000 per accident.
• Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products -
completed operations aggregate limit.
• Builders Risk insurance shall be written in the amount of the completed value of the project
with no coinsurance provisions.
• Workers' Compensation insurance.
• Employer's Liability insurance with Washington Stop Gap Employers' Liability minimum
limits of $1,000,000 each accident, $1,000,000 disease - each employee, $1,000,000
disease - policy limit.
The City will not be responsible for payment of industrial insurance premiums or for any
other claim or benefit for this Contractor or any sub -Contractor or employee of the
Contractor which might arise under the industrial insurance laws during the performance
of duties and services under this contract. If the Department of Labor and Industries, upon
audit, determines that industrial insurance payments are due and owing as a result of work
performed under this contract, those payments shall be made by the Contractor; the
Contractor shall indemnify the City and guarantee payment of such amounts.
Other Insurance Provisions. The Contractor's Automobile Liability, Commercial General
Liability and Builders Risk insurance policies are to contain or be endorsed to contain that they
shall be primary insurance as respects the City. Any insurance, self-insurance or insurance pool
coverage maintained by the City shall be excess of the Contractor's insurance and shall not
contribute with it. If any coverage is written on a "claims made" basis, then a minimum of three
(3) year extended reporting period shall be included with the claims made policy, and proof of this
extended reporting period provided by the City.
Contractor's Insurance for Other Losses. The Contractor shall assume full responsibility for all
loss or damage from any cause whatsoever to any tools, including but not limited to the
Contractor's employee -owned tools, machinery, equipment or motor vehicles owned or rented by
the Contractor, or the Contractor's agents, suppliers or contractors as well as any temporary
structures, scaffolding and protective fences.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
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Waiver of Subrogation. The Contractor waives all rights against the City, any of its
Subcontractors, Sub -subcontractors, agents and employees, for damages caused by fire or other
perils to the extent covered by Builders Risk insurance or other property insurance obtained
pursuant to this Insurance Requirements Section of the Contract or other property insurance
applicable to the work. The Contractor's insurance shall be endorsed to waive the right of
subrogation against the City, or any self-insurance, or insurance pool coverage maintained by the
City. The City will not waive its right to subrogation against the Contractor. The Contractor's
insurance shall be endorsed acknowledging that the City will not waive its right to subrogation.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A:VII.
Verification of Coverage. The Contractor shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the Automobile Liability and Commercial General Liability
insurance of the Contractor before commencement of the work. Before any exposure to loss may
occur, the Contractor shall file with the City a copy of the Builders Risk insurance policy that
includes all applicable conditions, exclusions, definitions, terms and endorsements related to this
project.
Subcontractors. The Contractor shall have sole responsibility for determining the insurance
coverage and limits required, if any, to be obtained by subcontractors, which determination shall
be made in accordance with reasonable and prudent business practices.
Notice of Cancellation. The Contractor shall provide thirty (30) days written notice by certified
mail, return receipt requested, to the City prior to the cancellation or alteration of coverage.
Failure to Maintain Insurance. The insurance required by this Section will not be canceled,
materially changed or altered without forty-five (45) days prior written notice submitted to the
City. Failure on the part of the Contractor to maintain insurance as required shall constitute a
material breach of contract, upon which the City may, after giving five business days' notice to
the Contractor 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 Contractor from the City.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
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CITY OF PORT ORCHARD
DECLARATION OF OPTION FOR PERFORMANCE AND PAYMENT
BOND OR ADDITIONAL RETAINAGE
(APPLICABLE TO CONTRACTS OF $150,000 OR LESS — RCW 39.08.010)
Note: This form must be submitted at the time the Contractor executes the Contract. The
Contractor shall designate the option, where applicable, desired by checking the appropriate
space.
1. The Contractor shall provide 5% retainage, pursuant to RCW 60.28.011(1)(a).
2. In addition, the Contractor elects to (select one):
(1) Furnish a performance and payment bond in the amount of the total
contract sum. An executed performance and payment bond on the required form is
included with the executed contract documents.
(2) Have the City retain, in lieu of the performance and payment bonds,
ten percent (10%) of the total contract amount for a period of thirty days after date
of final acceptance, or until receipt of all necessary releases from the department of
revenue and the department of labor and industries and settlement of any liens filed
under chapter 60.28 RCW, whichever is later. RCW 39.08.010.
In choosing option 2, the Contractor agrees that if the Contractor, its heirs,
executors, administrators, successors, or assigns, shall in all things stand to and
abide by, and well and truly keep and perform the covenants, conditions and
agreements in the Contract, and shall faithfully perform all the provisions of such
Contract and shall also well and truly perform and fulfill all the undertakings,
covenants, terms, conditions and agreements of any and all duly authorized
modifications of the Contract that may hereafter be made, at the time and in the
manner therein specified, and shall pay all laborers, mechanics, subcontractors, and
materialmen, and all persons who shall supply such person or persons, or
subcontractors, with provisions and supplies for the carrying on of such work, on
his or her part, and shall defend, indemnify, and save harmless the City of Port
Orchard, Washington, its officers and agents from any claim for such payment, then
the funds retained in lieu of a performance bond shall be released at the time
provided in said option 2; otherwise, the funds shall be retained until the Contractor
fulfills the said obligations.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Contractor Signature, Dad-
Bond No.
Rev 7/23/2020
Page 13 of 23
PERFORMANCE AND PAYMENT BOND
CITY OF PORT ORCHARD
CEDAR HEIGHTS PUMP REPLACEMENT
CONTRACT NO. C087-21
Bond to City of Port Orchard, Washington
Bond No.
We, , and ,
(Principal) (Surety)
a Corporation, and as a surety corporation authorized to become
a surety upon Bonds of Contractors with municipal corporations in Washington State, are jointly and
severally bound to the City of Port Orchard, Washington ("Owner"), in the penal sum of
Dollars ($ ),
the payment of which sum, on demand, we bind ourselves and our successors, heirs, administrators,
executors, or personal representatives, as the case may be. This Performance Bond is provided to secure the
performance of Principal in connection with a contract dated , 20_, between Principal and
Owner for a project entitled Cedar Heights Pump Replacement Contract No. C087-21 ("Contract").
The initial penal sum shall equal 100 percent of the Total Bid Price, including sales tax, as specified in the
Proposal submitted by Principal.
NOW, THEREFORE, this Performance and Payment Bond shall be satisfied and released only upon the
condition that Principal, its heirs, executors, administrators, successors, or assigns:
Faithfully performs all provisions of the Contract and changes authorized by Owner in the manner and
within the time specified as may be extended under the Contract;
Pays all laborers, mechanics, subcontractors, lower tier subcontractors, material persons, and all other
persons or agents who supply labor, equipment, or materials to the Project; and
Pays the taxes, increases and penalties incurred on the Project under Titles 50, 51 and 82 RCW on: (A)
Projects referred to in RCW 60.28.01 l(1)(b); and/or (B) Projects for which the bond is conditioned
on the payment of such taxes, increases and penalties.
The Surety shall indemnify, defend, and protect the Owner against any claim of direct or indirect loss
resulting from the failure:
Of the Principal (or any of the employees, subcontractors, or lower tier subcontractors of the Principal)
to faithfully perform the contract, or
Of the Principal (or any subcontractor or lower tier subcontractor of the Principal) to pay all laborers,
mechanics, subcontractors, lower tier subcontractors, material person, or any other person who
provides supplies or provisions for carrying out the work.
The liability of Surety shall be limited to the penal sum of this Performance and Payment Bond.
Principle and Surety agree that if the Owner is required to engage the services of an attorney in connection
with enforcement of this bond each shall pay the Owner reasonable attorney's fees, whether or not suit is
commenced, in addition to the penal sum.
No change, extension of time, alteration, or addition to the terms of the Contract or to the Work to be
performed under the Contract shall in any way affect Surety's obligation on the Performance Bond. Surety
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 14 of 23
hereby waives notice of any change, extension of time, alteration, or addition to the terms of the Contract
or the Work, with the exception that Surety shall be notified if the Contract time is extended by more than
twenty percent (20%).
If any modification or change increases the total amount to be paid under the Contract, Surety's obligation
under this Performance and Payment Bond shall automatically increase in a like amount. Any such increase
shall not exceed twenty-five percent (25%) of the original amount of the Performance and Payment Bond
without the prior written consent of Surety.
This Performance and Payment Bond shall be governed and construed by the laws of the State of
Washington, and venue shall be in Kitsap County, Washington.
IN WITNESS WHEREOF, the parties have executed this instrument in two (2) identical counterparts this
day of , 20
Principal
Signature of Authorized Official
Printed Name and Title
Name and address of local office of
Agent and/or Surety Company:
Surety
Signature of Authorized Official
Attorney in Fact (Attach Power of Attorney)
Surety companies executing bonds must appear on the current Authorized Insurance List in the State of
Washington per Section 1-02.7 of the Standard Specifications.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 15 of 23
ACKNOWLEDGEMENT
Corporation, Partnership, or Individual
STATE OF
)ss.
COUNTY OF
On this day of , 20 , before me, the undersigned, a Notary Public in and for the
State of Washington, duly commissioned and sworn, personally appeared , to
me known to be the (check one of the following boxes):
❑ of ,the
corporation,
❑■
partnership,
❑ individual,
of
the
that executed the foregoing instrument to be the free and voluntary act and deed of said ❑ corporation, ❑
partnership, ❑ individual for the uses and purposes therein mentioned, and on oath stated that ❑ he ❑
she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
Notary Seal with Ink Stamp
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Print or type name
NOTARY PUBLIC,
in and for the State of Washington
Residing at
My Commission expires:
Rev 7/23/2020
Page 16 of 23
SURETY ACKNOWLEDGEMENT
STATE OF
COUNTY OF
On this day of 920 , before me, the undersigned, a Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared ,
to me known to be the of , the
corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath
stated that ❑ he ❑ she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
Notary Seal with Ink Stamp
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Print or type name
NOTARY PUBLIC,
in and for the State of Washington
Residing at:
My Commission expires:
Rev 7/23/2020
Page 17 of 23
CITY OF PORT ORCHARD
MAINTENANCE/WARRANTY BOND
(Note: Before the Performance Bond can be released the City must receive the two years Maintenance/Warranty Bond)
PROJECT #, PERMIT #, PW2021-028
CONTRACT # C087-21
SURETY BOND #:
DATE POSTED:
EXPIRATION DATE:
RE: Project Name: Cedar Heights Pump Replacement
Owner/Developer/Contractor:
Project Address: 2220 Pottery Ave. Port Orchard, WA 98366
KNOW ALL PERSONS BY THESE PRESENTS: That we, (hereinafter
called the "Principal'), and , a corporation organized under the laws of the State
of , and authorized to transact surety business in the State of Washington
(hereinafter called the "Surety"), are held and firmly bound unto the City of Port Orchard, Washington, in the
sum of dollars ($ ) 20%
Total Contract Amount, lawful money of the United States of America, for the payment of which sum we and
each of us bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, by
these presents. THE CONDITIONS of the above obligation are such that:
WHEREAS, the above -named Principal has constructed and installed certain improvements on public
property in connection with a project as described above within the City of Port Orchard; and
WHEREAS, the Principal is required to post a bond for the twenty-four (24) months following written
and final acceptance of the project in order to provide security for the obligation of the Principal to repair and/or
replace said improvements against defects in workmanship, materials or installation during the twenty-four
(24) months after written and final approval/acceptance of the same by the City;
NOW, THEREFORE, this Maintenance Bond has been secured and is hereby submitted to the City.
It is understood and agreed that this obligation shall continue in effect until released in writing by the City, but
only after the Principal has performed and satisfied the following conditions:
A. The work or improvements installed by the Principal and subject to the terms and conditions of this
Bond are as follows: (insert complete description of work here)
B. The Principal and Surety agree that the work and improvements installed in the above -referenced
project shall remain free from defects in material, workmanship and installation (or, in the case of landscaping,
shall survive,) for a period of twenty-four (24) months after written and final acceptance of the same and
approval by the City. Maintenance is defined as acts carried out to prevent a decline, lapse or cessation of the
state of the project or improvements as accepted by the City during the twenty-four (24) month period after
final and written acceptance, and includes, but is not limited to, repair or replacement of defective
workmanship, materials or installations.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 18 of 23
C. The Principal shall, at its sole cost and expense, carefully replace and/or repair any damage or defects
in workmanship, materials or installation to the City -owned real property on which improvements have been
installed, and leave the same in as good condition as it was before commencement of the work.
D. The Principal and the Surety agree that in the event any of the improvements or restoration work
installed or completed by the Principal as described herein, fail to remain free from defects in materials,
workmanship or installation (or in the case of landscaping, fail to survive), for a period of twenty-four (24)
months from the date of approval/acceptance of the work by the City, the Principal shall repair and/replace the
same within ten (10) days of demand by the City, and if the Principal should fail to do so, then the Surety shall:
Within twenty (20) days of demand of the City, make written commitment to the City that it
will either:
a). remedy the default itself with reasonable diligence pursuant to a time schedule
acceptable to the City; or
b). tender to the City within an additional ten (10) days the amount necessary, as
determined by the City, for the City to remedy the default, up to the total bond amount.
Upon completion of the Surety's duties under either of the options above, the Surety shall then
have fulfilled its obligations under this bond. If the Surety elects to fulfill its obligation
pursuant to the requirements of subsection 1)(1)(b), the City shall notify the Surety of the
actual cost of the remedy, upon completion of the remedy. The City shall return, without
interest, any overpayment made by the Surety, and the Surety shall pay to the City any actual
costs which exceeded the City estimate, limited to the bond amount.
2. In the event the Principal fails to make repairs or provide maintenance within the time period
requested by the City, then the City, its employees and agents shall have the right at the City's
sole election to enter onto said property described above for the purpose of repairing or
maintaining the improvements. This provision shall not be construed as creating an obligation
on the part of the City or its representatives to repair or maintain such improvements.
E. Corrections. Any corrections required by the City shall be commenced within ten (10) days of
notification by the City and completed within thirty (30) days of the date of notification. If the work
is not performed in a timely manner, the City shall have the right, without recourse to legal action, to
take such action under this bond as described in Section D above.
F. Extensions and Changes. No change, extension of time, alteration or addition to the work to be
performed by the Principal shall affect the obligation of the Principal or Surety on this bond, unless
the City specifically agrees, in writing, to such alteration, addition, extension or change. The Surety
waives notice of any such change, extension, alteration or addition thereunder.
G. Enforcement. It is specifically agreed by and between the parties that in the event any legal action
must be taken to enforce the provisions of this bond or to collect said bond, the prevailing party shall
be entitled to collect its costs and reasonable attorney fees as a part of the reasonable costs of securing
the obligation hereunder. In the event of settlement or resolution of these issues prior to the filing of
any suit, the actual costs incurred by the City, including reasonable attorney fees, shall be considered
a part of the obligation hereunder secured. Said costs and reasonable legal fees shall be recoverable
by the prevailing party, not only from the proceeds of this bond, but also over and above said bond as
a part of any recovery (including recovery on the bond) in any judicial proceeding. The Surety hereby
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21 Rev 7/23/2020
Page 19 of 23
agrees that this bond shall be governed by the laws of the State of Washington. Venue of any litigation
arising out of this bond shall be in Kitsap County Superior Court.
H. Bond Expiration. This bond shall remain in full force and effect until the obligations secured hereby
have been fully performed and until released in writing by the City at the request of the Surety or
Principal.
DATED this day of , 20 .
SURETY COMPANY DEVELOPER/OWNER
(Signature must be notarized) (Signature must be notarized)
By: By
Its Its
Business Name: Business Name:
Business Address: Business Address:
City/State/Zip Code: City/State/Zip Code:
Telephone Number: Telephone Number:
CITY OF PORT ORCHARD
By: Date:
Its Public Works Director/City Engineer
CHECK FOR ATTACHED NOTARY SIGNATURE
Individual (Form P-1)
Corporation (Form P-2)
Surety Company (Form P-2)
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 20 of 23
FORM P-1 / NOTARY BLOCK
(Use For Individual/Sole Proprietor Only)
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP 1
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that (he/she) signed this instrument, and acknowledged it
to be (his/her) free and voluntary act for the uses and purposes mentioned in the instrument.
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Dated:
(print or type name)
NOTARY PUBLIC in and for the
State of Washington, residing
My Commission expires:
Rev 7/23/2020
Page 21 of 23
FORM P-2 / NOTARY BLOCK
(Use For Partnership or Corporation Only)
(Developer/Owner)
STATE OF WASHINGTON )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged as the of
that (he/she) signed this instrument, on oath stated that (he/she) was
authorized to execute the instrument and acknowledged it to be (his/her) free and voluntary act for the uses and
purposes mentioned in the instrument.
Dated:
(print or type name)
NOTARY PUBLIC in and for the
State of Washington, residing
at:
My Commission expires:
(Surety Company)
STATE OF WASHINGTON )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged as the of
that (he/she) signed this instrument, on oath stated that (he/she) was
authorized to execute the instrument and acknowledged it to be (his/her) free and voluntary act for the uses and
purposes mentioned in the instrument.
Dated:
City of Port Orchard and PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
(print or type name)
NOTARY PUBLIC in and for the
State of Washington, residing
at:
My Commission expires:
Rev 7/23/2020
Page 22 of 23
APPENDIX A
During the performance of this Agreement, the Contractor, 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 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 PumpTech, Inc.
Public Works Project No. PW2021-028
Small Works Contract No. C087-21
Rev 7/23/2020
Page 23 of 23
Ex X
TO:
Mike DeLine
Port Orchard, City of
City Hall 216 Prospect St
E-mail invoice:
ap@cityofportorchard.us
Port Orchard, WA 98366
Phone: 360-536-8330
PumpTech Inc. Page: I
12020 SE 32ND Street Suite 2
Bellevue, WA 98005
Phone: 425-644-8501
Jr��R Fax: 425-562-9213
jjoyce@pumptechnw.com
Sales Quotation
Salesperson: Jim Joyce / Mike Dunn
Lead Time: 10 Weeks
FOB: FOB ORIGIN - FFA
Ship Via: ESHIPPING
Project Name: Replacement S4NX150
Quote #:
Date:
Expires:
0163038-A
9/9/2021
10/9/2021
Item Price Qty Extend
516230937 Hydromatic model S4NX200EB soldis handling sewage 5121.00 1.00 5,121.00
pump
- 2HP
- 230 Volt 3 PH
- Explosion Proof
- 7.5" Impeller
- 4" Discharge
- 50' Power Cords
- Standard Paint & Seals
PrevWage-Service Tech Service Tech, to install new pump, Prevailing Wage 205.00 8.00 1,640.00
Sry Trk w/5-6 Ton Cm -Full Service Truck with Lifting Boom 1000.00 1.00 1,000.00
Day
SubTotal 7,761.00
The above order is subject to Pumptech Inc. standard terms and conditions and credit approval which are
attached and made part of this agreement. We appreciate your interest in our products and services and if
you have any questions on our offerings please do not hesitate to call. Freight: 0.00
By signature below, I accept this offering:
Sales Tax: 698.50
Signed:
Total: 8,459.50
Name: Title:
STANDARD TERMS AND CONDITIONS
FORMATION OF CONTRACT: These standard terms and conditions of sale ("Terms and Conditions") together with the sales covenants, the general specifications, the technical specifications, and any addendum
thereto, including any acknowledgement by PUMPTECH, INC., comprise the "Proposal" or "Sales Quotation" (collectively the "Quotation"), which upon acceptance by Purchaser become the "Agreement." Subject to
prior credit approval by PUMPTECH, INC. (see "Credit Approval and Payment Terms" section below), Purchaser may accept the Quotation through: (i) delivering a purchase order that incorporates the Quotation by
reference and payment of the initial deposit; (ii) other written indication by Purchaser of its acceptance of the Quotation along with payment of the initial deposit; (till delivering a purchase order or other written
indication by Purchaser of its acceptance of the Quotation and agreement by both parties on a standard progress payment plan that does not require an initial deposit (see "Credit Approval and Payment Terms"
section below); or (iv) receipt by Purchaser of PUMPTECH, INC.'s acknowledgement without notice of rejection. The effective date of the Agreement shall be the date that PUMPTECH, INC, communicates to
Purchaser via PUMPTECH, INC.'s acknowledgement, in writing. PUMPTECH, INC.'s obligations under the Quotation or the Agreement shall not commence until the effective date. The scope of work for the
Agreement is limited to the equipment, machinery, goods, engineering services (if applicable) andlor related commissioning services (if applicable) specifically sel forth in the Agreement ("Equipment"). The scope of
work does not include installation Or any on -site services unless specifically identified as being included in the price in the Agreement. Any terms and conditions contained in any purchase order, plans and
specifications, correspondence, or accompanying payment for delivery of the Equipment, which are different from or in addition to the Terms and Conditions herein, shall not be binding on PUMPTECH, INC., whether
or not they would materially alter the Agreement, and PUMPTECH, INC. hereby objects to and rejects the same unless such terms and conditions are delivered to PUMPTECH, INC, prior to Quotation and referenced
in the Quotation.
CREDIT APPROVAL AND PAYMENT TERMS! Credit approval is required by PUMPTECH, INC, prior to release of order to manufacturer; however, submittal may begin at the time of receipt of purchase order.
PUMPTECH, INC's payment terms are net thirty (30) days from invoice date. In some circumstances PUMPTECH, INC, may require progress payments. Progress payments are due and payable upon receipt of
invoice. PUMPTECH, INC.'s "Standard Progress Payment Plan" is defined as a payment plan that includes the following terms in the purchase order or the Agreement: 1st; fifteen percent (15%) upon receipt of
approved drawings; 2nd: thirty percent (30%) upon order of major components; 3rd: twenty percent (20%) upon receipt of major components at PUMPTECH, INC.'s facility; 4th: thirty percent (30%) upon shipment;
and 51h: five percent (5%) on start-up. If not included within the Quotation, all applicable federal, state and local taxes will be added to each invoice. Time is of the essence with respect to all payments. Payments
that are outstanding more than ten (10) days from their respective due date shall bear an interest rate of one and one-half percent (1.5%) per month (eighteen percent (1 B%) annually) until fully paid, including any
interest accruing thereon. If PUMPTECH, INC- chooses to turn any past -due balances over to a collection agency, Purchaser agrees to pay costs of the collection to the extent that is allowed by law for commercial
accounts.
CHANGE ORDERS: Changes to the design, specifications, scope of supply, delivery schedule, Equipment demonstration site or date, shipping instructions of the Equipment, or any material term of the Agreement,
may only be made upon execution by Purchaser and PUMPTECH, INC, in writing ("Change Order'), Such Change Order shall state the parties' agreement on (i) change in the specifications, designs, scope of work,
delivery schedule or shipping instructions for the Equipment, (ii) an adjustment to the purchase price, and (III) an adjustment in the date of shipment of the Equipment and/or the period of performance. Both parties
agree and acknowledge that unless a Change Order is agreed upon in writing by both parties, the Agreement shall not be modified in any manner. In addition, PUMPTECH, INC. has the right to suspend performance
of its obligations hereunder without liability during the period while the change is being evaluated and negotiated In the event Purchaser has communicated proposed changes to PUMPTECH, INC., PUMPTECH,
INC., at its sole discretion, shall either: (a) accept the Change Order; (b) reject the Change Order and continue performance under the existing Agreement; or (c) cancel the Agreement. In the event that PUMPTECH,
INC. elects (b) above, Purchaser shall either (i) agree to continued performance by PUMPTECH, INC. pursuant to the Agreement or (ii) cancel the Agreement. In the event of (b)(ii), Purchaser shall pay PUMPTECH,
INC. for all amounts then due and owing under the Agreement plus all incurred costs not yet billed (e.g., labor and materials) plus fifteen percent (15%) for profit on all incurred costs not yet billed,
SHIPMENT: Estimated shipment from manufacturer can proceed as quoted after receipt of approved submittals and purchase order. Although PUMPTECH, INC, shall use commercially reasonable efforts to have
the Equipment delivered within the time estimated, any quoted shipment time is based on information from suppliers and is not intended to be an exact date or a guarantee. Any late delivery charges due to shipment
beyond the estimated schedule will not be accepted,
WARRANTY: The only warranty/guarantee implied or applied to this Agreement are those as put forth by the original manufacturer. New equipment manufactured by PUMPTECH, INC. are warranted to be free from
defects in material and workmanship for a period of one (1) year from the date of shipment (ninety (90) days for repaired equipment) provided that the Purchaser has timely made all payments due under the
Agreement and the product is properly installed, serviced, and operated under normal conditions. If within one (1) year of installation PUMPTECH, INC. receives written notice from Purchaser of defective material or
workmanship with respect to Equipment, PUMPTECH, INC,'s sole obligation shall be, at PUMPTECH INC.'s option, either to (i) repair the Equipment, (ii) replace the Equipment, or (iii) refund the amount paid by
Purchaser. PUMPTECH, INC. shall have no other obligation or liability whatsoever with respect to any defective material(s) or service. Materials to be replaced or items for which services are to be re -performed
shall be shipped by Purchaser to, PUMPTECH, INC.'s shop in Bellevue, Washington or to such location as PUMPTECH, INC. may designate. Purchaser is responsible for prepayment of freight and insurance of such
shipment. Purchaser shall provide returned items to PUMPTECH. INC. in such a state that PUMPTECH, INC. may inspect the item immediately upon PUMPTECH, INC,'s receipt thereof. If found to be defective,
PUMPTECH, INC. will prepay all freight and insurance costs of the return shipment of the repaired or replaced item. Any repaired or replaced items shall be warranted only for the remaining period of the original
warranty. Expedited repairs are subject to expediting fees. Products inspected and proven to be non -defective are subject to service charges and will be returned to Purchaser at Purchaser's expense.
THIS AGREEMENT DOES NOT GRANT ANY OTHER WARRANTY OR GUARANTEE OR MAKE ANY REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER ARISING BY LAW, CUSTOM, CONDUCT OR USAGE OF TRADE. THE RIGHTS AND REMEDIES PROVIDED
HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. THIS WARRANTY SHALL NOT BE VALID IF THE ITEMS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT HAVE
BEEN SUBJECTED TO ABUSE, MISUSE, ACCIDENT, ALTERATION, MODIFICATION, NEGLECT, UNAUTHORIZED REPAIR, OR EXPOSURE TO CONDITIONS BEYOND THE APPLICABLE ENVIRONMENT,
THIS WARRANTY SHALL ALSO BE VOID IF THE ITEMS ARE ASSIGNED, SOLD OR TRANSFERRED TO AN ENTITY OTHER THAN PURCHASER.
LIMITATION OF LIABjLITY _ PUMPTECH, INC.'s liability on any claim of any kind (excluding bodily injury or death) whether based on contract, warranty, tort (including negligence), strict liability or otherwise, for any
loss or damage arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from all services and Equipment covered by or furnished under this Agreement, shall in
no case exceed the price of the specific service or Equipment which gives rise to the claim.
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT IN NO EVENT WILL PUMPTECH, INC. BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR LABOR, EXPENSES, LOSS OF PROFITS OR REVENUE, LOST OPPORTUNITIES, OR SIMILAR
DAMAGES OF ANY KIND.
INDEMNIFICATION: Purchaser agrees to defend, indemnify and hold harmless PUMPTECH, INC. and its respective affiliates, officers, directors, employees, shareholders and agents from and against all losses,
costs, expenses, damages, suits or liability of any nature incurred in whole or in part as a result of the conduct, negligence, or willful misconduct of Purchaser, its agents, servants, employees or customers or caused
by Purchaser's properly or properly under the responsibility of Purchaser.
DISPUTE RESOLUTION; All claims, disputes or controversies (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to
PUMPTECH, INC.'s services andler these Terms end Condltiom [collectively "Cialms") will be resolved. firsl, by a formaf medi stldn conducted by an experienced mediator mutually agreed upon by PUMPTECH. INC.
and Purchaser, and. If madialign should fall to resolve the Claims, secondly, by reference to and determinauOn by binding arbilralion governed by the Federal Arbltratidn Act anti admInislared by the Amarlran
Arbitration Associalion under its rules for rasolution of disputes, Or under other rnuluahly agreed procedures. The parties agree that any arbltratian proceeding shall be presided aver by a neutral arhllrator selected by
the parties who shall Nava at least twenty (20) years Of experlance practichng law related to sales contract disputes. Any such proceedings under mediation Or arbilralhan shall be conducted In Seattle. Washington.
This provision shall survive the termination of the Agreement governed by these Terms and Conditlor)s,
CHOICE OF LAW; This Agreement shall be f.Onsinied In accordance with tho laws Of the State of Washinglon.
ATTORNEY FEES; In any litigation, arbltralim, or other proceadng by which one party anther seeks to enforce its nghls under this Agreement (whether in contract, tort, Or both) or seeks a daclarallon Of any rights Or
obligations under Ns Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.
FINAL 6QNr:EM ENT: This AgrEamerrt merges all prior discussions, whether wntten or drat, and is the entire understanding and agreement ofthe partles; nallher party shell be bound by addlflonal or other
represenlalions, conditions, or prorrrses except as subsequently sat forth in writing and shgnad by tha party to be bound.
(Purchaser's signature) Printed Name & Title (Date)