038-23 - Glumac, Inc. - ContractDocuSign Envelope ID: 47979C07-EF86-4782-9C65-1542964CE15C
Port Orchard Contract #: 038-23
Authorized Amount: $53,900.00
Date Start: Upon Execution -April 26, 2023
Date End: December 31, 2029
CONSULTANT SERVICES AGREEMENT
Between City of Port Orchard and Glumac, Inc.
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 ("City") and
Glumac, Inc., ("Consultant") organized under the laws of the State of California, located and doing
business at 1601 Fifth Avenue, Suite 2210, Seattle WA 98101 (hereinafter the "Consultant").
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;
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
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.
[Check all applicable payment terms]
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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 $53,900.00 (tax included) without written authorization and will be 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."
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
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.
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing immediately
upon execution and ending December 31, 2029 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. City agrees to waive any and all claims against Consultant and to defend,
indemnify, and hold Consultant harmless from and against any and all claims, losses, liabilities and
damages arising out of or resulting from the alteration of Consultant's instruments of service without
written authorization from Consultant by City, any new consultant or any other third party associated
with City.
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
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.
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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.
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.
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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 ANIL
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
additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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 Keening 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.
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
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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. Consultant may, upon seven (7) days' notice, suspend or terminate its
services due to City's material breach of the terms of this Agreement following written notice of the
breach and the City's failure to cure the breach within thirty (30) days of written notice or other
reasonable time period agreed upon in writing by Consultant and City.
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
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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.
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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17. Conflict of Interest.
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. Except that Consultant may disclose confidential information after seven (7) days' notice
to City, when required by law, arbitrator's order, or court order, including a subpoena or other form of
compulsory legal process issued by a court or governmental entity, or to the extent such information is
reasonably necessary for Consultant to defend itself in any dispute.
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
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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.
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
Bwal lacekcityofaortorchard.us
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
Glumac, Inc.
Attn. Jon Dettwiler
1601 Fifth Avenue, Suite 2210
Seattle WA 98101
j dettwilergglumac.com
Phone No.: 206-262-1010
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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
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
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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
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
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
Page 12 of 17
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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
By:
Title: Associate, Cx Agent
Date: 4/21 /2023
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City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
Page 13 of 17
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CITY OF PORT ORCHARD
By: FDocuSigned by:
rI pld"Ao.Lt. w
Robert Putaan Ziu, Mayor
Date: 4/26/2023
ATTEST/AUTHENTICATE
DocuSigned by:
Bran y a ace, MMC, City Clerk
APPROVED AS TO FORM
DocuSigned by:
Port Orchard City Attorney's Office
DocuSign Envelope ID: 47979C07-EF86-4782-9C65-1542964CE15C
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 Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
Page 14 of 17
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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 Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
Page 15 of 17
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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 II.I 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. §§ 12131-1.2189) 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 1.2898, 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
City of Port Orchard and Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
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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 Glumac, Inc.
Public Works Project No.
Professional Service Agreement Contract No.
Page 17 of 17
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Port Orchard Community Event Center
Commissioning Fee Proposal v2
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Prepared by:
GLUMAC
A Tetra Tech Company
1601 Fifth Ave., Suite 2210
Seattle, WA 98101
Phone Number (206) 262-1010
Glumac Proposal No. P23US320170
Seattle I Portland I Sacramento I San Francisco I Silicon Valley I Las Vegas I Los Angeles I Irvine I San Diego I Austin I GLUMAC.COM
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4/12/2023
Nick Bond
Development Director
City of Port Orchard
216 Prospect Street
Port Orchard, WA 98366
Email: nbond@portorchardwa.gov
Subject: LEED v4.0 Commissioning Services Proposal
Port Orchard Community Event Center
Dear Nick:
Building
Cammissio-ning
Association
Glumac is pleased to submit the enclosed fee proposal to provide commissioning services
related to the Port Orchard Community Event Center project. When selected, Glumac will act
as the Commissioning Authority for the project, work closely with the entire project team to
meet or exceed expectations set in the scope of work, and produce deliverables that meet your
required budget and timeframe.
Our firm's long-standing commitment to sustainability and extensive experience with
commissioning differentiate us in the industry. Our Commissioning Services span a wide
range of building sizes and types and makes us well -qualified to provide commissioning
services on this project.
• You're Covered: Over 350 commissioning, energy, and design staff firm -wide
• Efficiency: Cloud based commissioning tools
• Scope: Electrical and low voltage systems commissioning capabilities
Variety A wide variety of commissioning services and experience.
Glumac understands the project will be pursuing a LEED Certification and has developed the
following scope of work to satisfy the LEED v4.0 Energy & Atmosphere Prerequisite
"Fundamental Commissioning and Verification" and LEED v4.0 Energy and Atmosphere
"Enhanced Commissioning".
Glumac appreciates the opportunity to offer our services to the City of Port Orchard. We
welcome any questions you have regarding this proposal and can provide clarifications or
further information at your request. We look forward to the opportunity of working with your
team on this project.
Sincerely,
Jon Dettwiler
Associate, Cx Agent
(206) 262-1010 1 jettwiler@glumac.com
GLUMAC
A Tetra Tech Company
Seattle I Portland I Sacramento I San Francisco I Silicon Valley I Las Vegas I Los Angeles I Irvine I San Diego I Austin I GLUMAC.COM
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PROJECT DESCRIPTION
Glumac understands this project to include roughly 32,000 SF of community event space for
the city of Port Orchard. Spaces will include a library and reading areas, offices, large event
spaces, coworking space, kitchen, and meeting rooms.
PROPOSED SCnPF OF COMMISSIONING SERVICES
Glumac will act as the Commissioning Authority (CxA) and will direct and participate in the
Commissioning Process to assist in verifying that the building's commissioned systems are
complete, fully functional, and perform in accordance with the project requirements and design
intent.
The Project will be pursuing US Green Building Council (USGBC) Leadership in Energy and
Environmental Design for New Construction (LEED v4.0) certification. The following scope of
work satisfies Energy & Atmosphere Prerequisite "Fundamental Commissioning and
Verification" and the Energy and Atmosphere "Enhanced Commissioning" Requirements.
Our approach is based on the LEED v4.0 Reference Guide, the 2018 Washington State
Energy Code, the Building Commissioning Associations Best Practices document, and the
ASHRAE document, The HVAC Commissioning Process, ASHRAE Guideline 0-2013 and
ASHRAE Guideline 1.1-2007 for HVAC&R Systems, as they relate to energy, water, indoor
environment quality, and durability, as well as Glumac Commissioning Best Practices.
LEED FUNDAMENTAL COMMISSIONING AND VERIFICATION & 2018
WASHINGTON STATE ENGERY CODE
Glumac will coordinate, lead, review, and oversee the completion of the following
Commissioning Process activities:
A. The Owner's Project Requirements Documentation
1. The Owner's Project Requirements (OPR) documents the functional requirements of a
project and expectations of the building use and operation as it relates to systems
being commissioned. The document describes the physical and functional building
characteristics desired by the Owner and establishes performance and acceptance
criteria. The OPR is most effective when developed during pre -design and used to
develop the Basis of Design during the design process. The level of detail and
complexity of the OPR will vary according to building use, type, and systems. The
Owner will document their OPR and both the Owner and the design team shall make
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updates to these documents during design and construction. There is no required
format for the OPR, but the document should include the following sections:
a
J a. Project program
b. Environmental and sustainability goals
V c. Energy efficiency goals
d. Indoor environmental quality requirements
e. Equipment and system expectations
Y f. Exterior enclosure requirements
2. To facilitate the OPR development, Glumac can provide support to the Owner by
providing a template or a sample OPR and ensure that the OPR satisfies LEED
requirements.
3. It is expected that the Owner will populate the OPR information and provide to Glumac
for use and Documentation.
B. The Basis of Design Documentation
1. The Basis of Design (BOD) describes the building systems to be commissioned and
outlines design assumptions not indicated in the design documents. The design team
develops the BOD to describe how the building systems design meets the OPR and
why the systems were selected. As the CxA, Glumac shall review the BOD for clarity
and completeness and ensure that the BOD satisfies the OPR and meets the LEED
requirements. The BOD is most effective when developed early in the project design
and updated as necessary throughout the design process. At a minimum, the BOD
shall include the following sections:
a. HVAC systems and controls
b. Indoor lighting system
c. Water heating system
d. Exterior enclosure systems
e. Renewable energy systems (if any)
f. Landscape irrigation systems
g. Water reuse systems (if any)
h. Building occupant and Operation and Maintenance (O&M) personnel expectations
i. Governing codes and standards
2. As the CxA, Glumac shall review the BOD for clarity and completeness and verify that
the BOD satisfies the OPR.
3. It is expected that the design team will work with Owner to develop and document the
BOD. Once complete, it shall be provided to Glumac for use and documentation.
C. Commissioning Review of Construction Documents and Backcheck
1. Glumac will provide a focused "commissioning review" of the design construction
documents. A commissioning review is intended to provide a detailed review of design
drawings and specifications with a focus on coordination of the commissioned systems
and adequacy of the design for achieving the OPR and BOD requirements. Glumac
will also backcheck the review comments in the subsequent design submission.
D. Commissioning Measures / Specifications
Commissioning measures that are to be included in the construction documents, plans
and specifications requires the outline of commissioning requirements, documentation,
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responsibilities. Glumac will develop and incorporate commissioning specification
Drequirements
into the construction documents specifications.
a
JE.
The Commissioning Plan
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1. The Commissioning Plan (Cx Plan) establishes the Commissioning Process guidelines
for the project and commissioning team's level of effort by identifying the required
commissioning activities to verify that the OPR and BOD are met. Glumac will develop
and utilize a Cx Plan that will be updated and used throughout the Commissioning
Process. The Cx Plan shall include at a minimum:
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a. General project information
b. Commissioning goals
c. Systems to be commissioned
V1
d. Commissioning team information
e. Commissioning Process activities, schedules, and responsibilities
F. Kickoff Meeting
1. Conduct a Commissioning Kickoff Meeting early on with the Design Team where
Glumac will review the Commissioning Process and the roles and responsibilities of
the team members. An additional Commissioning Kickoff meeting will be conducted at
the start of the construction phase of the project to review the Commissioning Process
with the Construction Team.
G. Commissioning Issues Log
1. Develop and utilize a Commissioning Issues Log to be used throughout the
Commissioning Process.
H. Pre -functional Checklists
Glumac will collaborate with the construction team utilizing the equipment submittals to
develop Pre -functional Checklists for the equipment outlined in the Cx Plan. The
checklists will be used to verify that the equipment is onsite, properly installed, and
ready for startup.
Commissioning Meetings
1. Conduct Commissioning Meetings with the Design and Construction Teams as
necessary throughout the duration of the project to review progress, commissioning
issues, documentation, and reporting. Based on the current schedule, we are
anticipating up to ten (10) meetings
Commissioning Field Observations
1. Conduct Commissioning Site Observations at key phases of the project as deemed
necessary by the CxA. Construction progress and installation will be reviewed, and a
Site Observation Report submitted after each visit. Based on the current schedule, we
are anticipating up to three (3) site observations as scheduled in conjunction with
onsite meetings.
K. Functional Testing
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W1. Functional Tests Procedures (FTP) demonstrate the correct installation and operation
of each component, system, and system to system interface.
a a. Glumac will develop the FTP for the equipment and systems to be commissioned
Jas outlined in the Cx Plan. These test procedures will provide direction and clear
V order to the testing process as well as define system pass/fail criteria.
b. The FTPs will be carried out by the installing contractors with Glumac witnessing
and documenting the results.
Y c. Glumac will evaluate the Functional Test Results to ensure that the commissioned
systems are functioning in accordance with the OPR and BOD.
L. Current Facilities Requirements and Operations and Maintenance Plan
Glumac will prepare and maintain a current facilities requirements and operations and
maintenance plan that contains the information necessary to operate the building efficiently
to the Owner. Glumac will include the following information:
a. A sequence of operations for the building
b. The building occupancy schedule
c. Equipment run-time schedules
d. Setpoints for all HVAC equipment
e. Set lighting levels throughout the building
f. Minimum outside air requirements
g. Any changes in schedules or setpoints for different seasons, days of the week, and
times of day
h. A systems narrative describing the mechanical and electrical systems and
equipment
i. A preventive maintenance plan for building equipment described in the systems
narrative
j. A commissioning program that includes periodic commissioning requirements,
ongoing commissioning tasks, and continuous tasks for critical facilities
M. Commissioning Report
The Commissioning Report (Cx Report) documents the Commissioning Process and
test results. At a minimum, the Cx Report will include:
a. An Executive Summary with results of the Commissioning Process including
observations, conclusions, and any outstanding items
b. A Commissioning Issue Log identifying deficiencies discovered during the
Commissioning Process, how they were resolved, and any seasonal testing
scheduled for a later date
c. System performance test results including the Pre -Functional Checklists and
Functional Test Results
Commissioning Process Documents
1) The Final Cx Plan
2) Owner's Project Requirements
3) Basis of Design
4) Commissioning Specifications
N. Online Submission
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W1.
Glumac will complete and upload the required commissioning documentation and
templates for the LEED Fundamental Commissioning and Verification online
Jsubmission.
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VENHANCED
COMMISSIONING
Option 1: Enhanced Systems Commissioning
Path 1: Enhanced Commissioning (3 points)
In addition to the activities outlined above under Fundamental Commissioning and Verification,
Glumac will coordinate, lead, review, and oversee the completion of the LEED v4.0 Enhanced
Commissioning Process activities:
A. Review of Contractor Submittals
Glumac will review the contractor submittals relative to the systems being
commissioned for compliance with the OPR and BOD documents. This review needs
to occur in parallel with the design team review process to ensure that our comments
are considered prior to approval and inclusion in the Systems Manual.
B. Verification of Systems Manual
The Systems Manual documents the information on the operation of the building
systems. It is needed to understand, operate, and maintain the equipment and
systems. The Systems Manual, provided by the contractor, is an addition to the
Operation and Maintenance (O&M) Manuals supplied by the contractor. The Manual is
assembled during the construction phase and used in the training of the operations
staff. Glumac will work with the Owner to develop the outline of the Systems Manual in
the Design Phase and verify the Systems Manual is updated throughout the
Commissioning Process. The Systems Manual will include, but not be limited to, the
following:
a. Executive Summary
b. Owner's Project Requirements
c. Basis of Design
d. Construction Documents and Specifications
e. Approved Submittals
f. Equipment Operations and Maintenance Manuals
g. Equipment Preventative Maintenance Schedules
Training Verification
Final Commissioning Report
C. Verification of Training
Glumac will verify that the training program has been completed according to the
Owner's requirements for all commissioned equipment. Systems Operations Training
verifies that a training program is developed and provided to the appropriate
maintenance staff(s) for the equipment and systems commissioned on the project. The
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training requirements are specified in the project specifications and included in the
Systems Manual.
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JD. Ongoing Commissioning Plan
V 1. Glumac will develop an ongoing commissioning plan to identify procedures and
frequency for conducting commissioning verification on a continuous cycle and
included in the Systems Manual.
E. 10-Month Warranty Review
Glumac will perform a 10-month warranty walk through of the building operations with
Operation and Maintenance (O&M) staff and occupants including a plan for resolution
of outstanding commissioning -related issues 8 to 10 months after final acceptance and
included in the Systems Manual.
F. Seasonal Testing, when required
1. For those projects that reach substantial completion during peak heating or cooling
months Glumac will conduct seasonal testing on the systems during the next peak
period.
2. When required, seasonal testing will be tracked through the IRL and described in detail
in the seasonal testing portion of the Cx Plan.
G. Online Submission
Glumac will coordinate the commissioning documentation and templates to be
completed for LEED EAc3 (Enhanced Commissioning) online submission.
Path 2: Monitor -Based Commissioning (I additional point)
New buildings, even those that were recently and successfully commissioned, typically
experience performance degradation over time which results in higher operating costs and
increased comfort complaints. It is rare for buildings to have the staff required to consistently
monitor and tend to the sheer number of systems, components, and various forms of data
feedback. To address this challenge, Glumac provides a client customized Monitor -based
Commissioning (MBCx) solution in accordance with LEED requirements. The diagram below
shows our MBCx data analysis process.
MBCx is a data driven approach to verifying building system operate as designed which
integrates permanent real-time energy monitoring systems, BAS trending and ongoing
commissioning. One of the challenges of off -the -shelf MBCx software solutions is they rely
heavily on operations staff to interpret, validate, and prioritize reports and results. This results
in a time -intensive process for building operators. We utilize existing building systems to
extract trend data and visualize findings, providing essential and time -saving support to the
user / operator.
The sample dashboard shown below is used to track central plant energy efficiency. We will
customize a data dashboard for metrics most important to the user or operator including a web -
based interface.
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WThrough the Commissioning Process our staff will become familiar with building systems and
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know how to identify anomalies, distinguish real issues, and provide specific insights related to
a the building design and specific controller -level operation.
J
V A. In addition to the tasks outlined in Path 1, Glumac will:
1. Develop monitoring -based procedures and identify points to be measured and
evaluated to assess performance of energy and water -consuming systems. The
procedures will include:
a. Defining roles and responsibilities of the team members including facility point
person
b. Measurement requirements (meters, points, metering systems, data access)
c. Identifying points to be tracked, with frequency and duration for trend monitoring
d. Defining high priority systems for performance monitoring and level of detail for
monitoring
e. Methods for gathering data points from building
f. The limits of acceptable values for tracked points and metered values (where
appropriate, predictive algorithms may be used to compare ideal values with actual
values)
g. The elements used to evaluate performance, including conflict between systems,
out -of -sequence operation of systems components, and energy and water usage
profiles
h. An action plan for identifying and correcting operational errors and deficiencies
i. Training to prevent errors
j. Planning for repairs needed to maintain performance
k. The frequency of analyses in the first year of occupancy (at least quarterly)
EQUIPMENT AND SYSTEMS TO BE COMMISSIONED
The following is the preliminary list of equipment and systems that are proposed to be
commissioned under this project:
A. Heating, ventilation, and air conditioning (HVAC) systems
1. ERV
2. VRF System
3. Split System Heat Pump;
B. Associated HVAC controls / automation systems
C. Electrical Systems
1. Lighting Controls
2. Controlled receptacles
3. Photovoltaic system
4. Energy metering
5. Electrical service and distribution
D. Plumbing Systems
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1. Domestic hot water systems
Da.
Electric Water Heater
Jc.
a
b. Heat Exchanger
Storage tank
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Exclusions
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A. Building enclosure
B. Water Heating for any pool or spa
a)
C. Landscape irrigations controls
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D. Rainwater harvesting
E. Refrigeration
PROPOSAL ASSUMPTIONS
The following assumptions are made in the preparations of this proposal:
A. Our scope and fees are based on January 2029 substantial completion date. The fees
above do not reflect a phased completion and commissioning schedule. A phased
schedule will result in additional services.
B. There is time available in the Pre -Construction schedule to allow for incorporation of the
Commissioning Specification into the Construction Specification.
C. The Owner/Architect will provide the Owner's Project Requirements (OPR) and Basis of
Design (BOD) documents for our work.
D. The Owner/Architect will provide the design documents (drawings and specifications) for
our work.
E. The Owner/Architects will provide the contractors' submittal documents, test and balancing
data, and other required documents.
F. Our proposal includes One Commissioning Review of the equipment Submittals. If multiple
submittals are submitted and additional reviews are needed that result in additional review
time, there may be associated fees incurred per Glumac's standard hourly rates.
G. We include the use of digital photography within our documentation and will require
notification if this practice is not acceptable.
H. We anticipate that the work will be performed during normal business hours Monday
through Friday between 7:00 AM and 6:00 PM. Alternate schedules may require an
additional fee.
I. Glumac will facilitate tracking of construction related issue items for up to 45 days following
substantial completion. After this point the GC will track any remaining items as warranty
items.
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J. Commissioning testing and acceptance phase will begin when the contractor has
completed the following items.
a 1. Commissioning pre -functional checklist
J2. Contractor MEP/L startup reports
V 3. Contractor test and balancing report
4. BMS graphical interface including alarms and schedules
5. Contractor debugging and pretesting
K. Glumac agrees to put forth its professional efforts to perform its services in a manner
consistent with the agreed upon schedule. However, the Client understands that Glumac's
performance must be governed by sound engineering practices. Additionally, Glumac is
not responsible for delays in Client planning or construction schedules, failure of Client to
furnish timely information or documents, or to approve or disapprove Glumac work
promptly by reason of delay or faulty performance by Client, other contractors, or
governmental agencies, or any other causes beyond Glumac's reasonable control.
L. We have included in our fee one (1) day, 8 hours, of retesting due to test failures or
contractor lack of readiness. Any additional time to complete testing due to failures and
systems not being complete will result in additional services at the standard hourly rates.
M. Sampling, where there are multiple pieces (25 or more) of equipment of the same type
such as VAV Terminal Units, Fan Coils, Exhaust Fans, etc. 10% sample, with a minimum
of 10 count, testing may be performed. Of the 10% sample, for every 10% that fail, another
10% will be added. If failures continue additional fees may be reauired to complete the
testing.
N. Seasonal testing and performance evaluation of systems operations may be required due
to time of year project completion.
O. The equipment and systems commissioned under this scope of work is limited to those
mentioned above. If additional equipment and systems are to be commissioned, additional
service fees will apply.
P. Our proposal includes One Commissioning Review of the equipment Submittals. If multiple
submittals are submitted and additional reviews are needed that result in additional review
time, there may be associated fees incurred per Glumac's standard hourly rates.
Q. Monitor -based commissioning implementation is dependent on receiving or having access
to consistent, regular, and formatted data. While Glumac will assist in coordinating data
access, we assume we will have remote access to data or data sent on a consistent
interval.
R. Controls contractor shall set up all available points including BacNet and virtual points for
data logging and archive. Contractor shall be responsible for sensor calibration,
troubleshooting potential issues under warranty period, and supporting MBCx process.
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S. ADDITIONAL SERVICES: Services other than those listed under the basic Scope of
Services above, or Terms and Conditions (since the Prime Agreement has not yet been
JAdditional
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provided), that are above and beyond those attached, would be individually contracted as
Services, in advance and in writing. Glumac reserves the right to request
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additional fees to align the scope of work within this fee proposal with the final contract
requirements.
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PROFESSIONAL FEES
You will be invoiced monthly as a percentage complete against the following phased fixed fees:
COMMISSIONING FEE TABLE
LEED Fundamental Cx
$5,500
$21,500
$5,300
$32,300
LEED Enhanced Cx (Option 1, Path 1)
$500
$3,200
$5,800
$9,500
LEED Enhanced MBCx (Option 1, Path 2)
$700
$9,200
$1,700
$11,600
Subtotals
$6,700
$33,900
$12,800
$53,400
Reimbursable Expenses
$500
im TOTAL
$53,900
In addition to the above fee, you will be invoiced for reimbursable expenses plus a 10%
reimbursable mark-up fee. Reimbursable expenses include air travel, mileage, rental car,
lodging and per diem, CAD plots (at our blueprint service provider's rates), printing (at FedEx
Office rates) and messenger service.
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The following Terms and Conditions will govern all services performed on behalf of Client and
are hereby incorporated into the Commissioning Services Fee Proposal.
Commissioning Services. Commissioning plans, specifications and reports represent
Glumac, Inc.'s ("Glumac") judgment as a design professional with respect to the proper
commissioning of equipment and components of the work. It is recognized, however, that
Glumac does not have control over contractor's proper performance of the work, including
but not limited to the contractor's means, methods, techniques, sequences, and
procedures of construction. Accordingly, Glumac cannot and does not warrant or represent
that commissioned equipment and components of the work will not vary from the
requirements of the contract documents or comply with applicable codes. Glumac does not
perform any work of a contractor and its Commissioning Services are limited to design,
plans, and oversight only. No withholding, deductions or offsets shall be made from
Glumac's compensation for any reason unless Glumac has been found to be legally liable
for such amounts. Payment of Glumac's fees shall be a condition precedent to bringing any
action or suit against Glumac.
2. Operation and Maintenance. Client acknowledges that the proper performance of
equipment and components commissioned under this Agreement requires periodic and
regular maintenance and testing. Client agrees to retain and train qualified personnel
regarding the proper operation, maintenance and testing of equipment and components
commissioned by Glumac. Client further agrees that, after commissioning, it will maintain
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the equipment and components commissioned by Glumac in accordance with
Dmanufacturer's instructions and industry practice.
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J 3. Payment. All fees and other charges will be billed to Client monthly and will be due and
V payable no later than 30 days after the date of invoice. Client will pay Glumac, Inc.
("Glumac") interest on past due amounts at the rate of 1.5 percent per month or the highest
amount permitted by law, whichever is greater. In addition to all other remedies, Glumac
may withhold delivery of services, reports, plans, specifications, documents, or other
deliverables if Client fails to pay an invoice when due. Payment to Glumac will not be
withheld, postponed, or made contingent on the construction, completion, or success of the
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project or upon receipt by the Client of project funds, offsetting reimbursements, or credits
y from other parties. No withholding, deductions or offsets shall be made from Glumac's
y compensation for any reason unless Glumac has been found to be legally liable for such
amounts. Payment of Glumac's fees shall be a condition precedent to bringing any action
or suit against Glumac.
4. Contingency. The Client and Glumac agree that changes may be required to the plans
and specifications and construction during the various phases of design, development, and
construction, and therefore the cost of the project may exceed the estimated construction
cost. The Client agrees to set aside a contingency in the amount of 10% of the estimated
construction cost to be used, as required, to pay for any such changes. The Client waives
any claim against Glumac or Glumac's subconsultants with respect to any increased
project costs or to claims made by the construction Contractors relating to such changes.
5. Additional Services. Any services not explicitly described as being performed by Glumac
or its subconsultants are excluded. If agreed to in writing by Client and Glumac, Glumac
will provide additional services. Client will pay Glumac for such additional services in
accordance with Glumac's current fee schedule or as otherwise agreed by Client and
Glumac in writing. These Terms and Conditions will apply to all additional services
provided by Glumac. In the case of additional services added to the Engineering Fee
Proposal, Glumac's liability shall be limited to the extent of the additional fee for the
specific additional services added.
6. Professional Standards. Subject to all conditions set forth herein, Glumac shall perform
its services consistent with the professional skill and care ordinarily provided by firms
practicing in the same or similar locality under the same or similar circumstances
(hereinafter the "Standard of Care"). Glumac makes no warranties, either express or
implied. Glumac does not guarantee the completion or quality of performance of contracts
by the construction contractor or subcontractors, or other third parties, nor accepts
responsibility for their acts, omissions, or any safety precautions.
7. Independent Contractor. The relationship of Glumac to Client shall at all times be that of
an independent Contractor. Glumac shall not be liable for the acts of Client or its agents in
performing Work.
8. Document Ownership. Glumac holds copyright for all tracings, calculations, and other
original documents produced by Glumac and such documents shall be the property of
Glumac, except when otherwise provided by law, governmental requirement, or by prior
agreement, these documents become public property or the property of the Client. A
limited license is granted to use the documents for the specific purposes and project
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covered by the Agreement. Reproduction of these documents either in hard copy or soft
Dcopy (including posting on the web) is prohibited without copyright permission. No right to
a create modifications or derivatives of Glumac documents is granted pursuant to this limited
Jlicense. You may not remove any copyright or other proprietary notices contained in the
V documents and information. Any product, process, or technology described in the
documents may be the subject of other Intellectual Property rights reserved by Glumac.
The drawings, specifications, and reproductions thereof are instruments of service to be
Y used only for the specific project covered by the Agreement between the Client and
Glumac. Glumac assumes no liability for misinterpretation, modification, or misuse by
cc others of any instruments of service prepared by Glumac in accordance with its services. If
the Client reuses or makes any modification to Glumac's designs, documents or work
product without the prior written authorization of Glumac, or uses the documents without
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retaining Glumac, the Client agrees, to the fullest extent permitted by law, to release
8 Glumac, its officers, directors, employees and subconsultants from all claims and causes
of action arising from such uses, and shall indemnify and hold them harmless from all costs
and expenses, including the cost of defense, related to claims and causes of action to the
extent such costs and expenses arise from the Client's modification or reuse of the
documents.
9. Electronic Documents. If Glumac provides Client any design documents, including but
not limited to plans and specifications, in electronic form ("Electronic Documents"),
acceptance and use of the Electronic Documents by Client shall be at Client's sole risk and
Client will: (a) Waive and covenant not to sue Glumac alleging any inaccuracy or defect in
the Electronic Documents; (b) Agree that Glumac makes no representation with regard to
the compatibility of the Electronic Documents with Client's software or hardware; and (c) to
the fullest extent permitted by law, indemnify, hold harmless, reimburse and defend
Glumac from, for and against any alleged claim, damage, liability, or cost, including but not
limited to attorneys' fees, that may arise from Client's use of the Electronic Documents or
any subsequent modification of the Electronic Documents by any person or entity.
10. Schedule. Glumac will perform its services with reasonable diligence consistent with
sound professional practice as ordinarily provided by engineers practicing in the same or
similar locality under the same or similar circumstances. Client will require its other
consultants and Contractors to incorporate into their schedules reasonable periods of time
for Glumac to perform its services and will require that they coordinate their services with
Glumac's services. Client is aware that many factors outside Glumac's control may affect
Glumac's ability to timely perform and complete its services and Client agrees that Glumac
is not responsible for damages arising directly or indirectly from any delays, including but
not limited to liquidated damages.
11. Cost Estimates. Any cost estimates provided by Glumac will be based on Glumac's
professional experience and judgment. However, Client agrees that Glumac has no control
over market conditions or bidding procedures and, as a result, Glumac does not warrant
that bids or construction costs will not vary from Glumac's cost estimates.
12. Construction Support. If specifically included in the scope of Glumac's services,
construction support services will be performed solely for the purpose of reviewing portions
of the work for general conformance with the design concept set forth in the contract plans
and specifications. These services are different from inspection or other quality -control
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services. The Client shall coordinate the Contractor's involvement in any Glumac
Dconstruction support services and shall provide Glumac all necessary contracts and
a documents to perform the same. Glumac will not provide any administration of the contract
Jbetween the Contractor and the Client. Glumac is not a Contractor and does not provide
V the services of a Contractor under any circumstances. Glumac will not supervise, direct or
have control over any Contractor's work, nor will Glumac have any responsibility for the
means, methods, techniques, sequences or procedures of construction selected by the
Y Contractor, nor will Glumac be responsible for the Contractor's safety precautions and
programs in connection with the work, nor will Glumac be responsible for the Contractor's
cc failure to perform the work in accordance with the requirements of the contract documents
or applicable building or structural codes, nor will Glumac be responsible for the acts or
omissions of the Contractor or of any other persons or entities performing portions of the
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work, all of which are the sole responsibility of the Contractor or its agents.
13. Submittal Review. Glumac will review and render appropriate services on shop drawings,
product data, samples, and other submittals required by the contract documents. Such
review shall be solely for general conformance with the design concept and the information
shown on the contract documents. Glumac's review will not include review of the accuracy
or completeness of details, such as quantities, dimensions, weights or gauges, fabrication
processes, construction means or methods, compliance with applicable building or
structural codes, coordination of the work of other trades or construction safety
precautions, all of which are the sole responsibility of the Contractor. Glumac's review will
be conducted with reasonable promptness while allowing sufficient time in Glumac's
judgment to permit adequate review. Review of a specific item shall not indicate
acceptance of an assembly of which the item is a part. Glumac will not review and will not
be responsible for any deviations from the contract documents not clearly identified in
writing on the submittal by the Contractor, nor will Glumac be required to review partial
submissions or those for which submissions for correlated items have not been received.
14. Property Release. Client hereby irrevocably grants to Glumac, its employees, agents,
licensees, independent contractors and assigns, permission to use, reuse, display,
broadcast, perform, reproduce, distribute, transmit, reprint and commercialize, in any
manner or media now known or later developed, photographs or artwork depicting property
for which Glumac performs services ("Content") for any purpose (excluding defamation)
which may include, among others, advertising, promotion, marketing and packaging for
Glumac's products or services. Client agrees that the Content may be combined with other
content, text and graphics and cropped, altered or modified.
15. Copyright License. Client hereby irrevocably grants to Glumac, its employees, agents,
licensees, independent Contractors and assigns the perpetual, assignable, royalty -free,
worldwide right and license to use any photograph depicting property for which Glumac
performs services ("Content"), in whole or in part, including the rights to reproduce,
sublicense, transfer, publish, distribute, publicly display, broadcast, download, transmit,
modify and prepare derivative works, in any manner or media now known or later
developed, for the marketing and sale of Glumac products or services and for any other
business purpose or activity relating to Glumac. Client waives any right to inspect or
approve Glumac's use of the Content, including written copy that may be created in
connection therewith.
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16. Termination for Convenience. Either Glumac or Client may terminate this Agreement at
Dany time with or without cause upon giving the other party ten (10) calendar days' prior
a written notice. Client will pay Glumac for all services rendered and all costs incurred up to
Jthe date of termination, along with all other reasonable termination costs, including but not
V limited to expenses directly attributable to termination. If no notice of termination is given,
Glumac's obligations created by this Agreement will be terminated upon completion of the
services.
17. Notice of Deficiencies. Client shall provide prompt written notice within thirty (30) days of
when Client becomes aware or should have reasonably been aware of any fault or defect
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in the project, including errors, omissions or inconsistencies in the services and work
y product provided by Glumac.
18. Additional Insured. For both "Ongoing Operations" coverage and "Products/Completed
Operation" coverage for up to a period of 10 years after project completion, Client will
cause all of its general liability and excess insurers to name Glumac as an additional
insured and Client will require its consultants, Contractors and subcontractors performing
services or work to name Glumac as an additional insured on their general liability and
umbrella/excess insurance policies and provide evidence of compliance in the form of a
certificate, endorsement, or other means upon request.
19. Waiver of Subrogation. Client and Glumac waive all rights against each other for
damages or loss to the extent covered by any available insurance. Client will require all of
Client's insurers to waive subrogation against Glumac and Client will contractually require
all of its Contractors, consultants, and agents of any tier to have their respective insurers
waive subrogation against Glumac.
20. Indemnity.
a. General: Subject to all provisions of this Agreement and to the fullest extent permitted
by law, Client shall indemnify Glumac, its employees, officers, directors and agents
from, for and against all actual or alleged claims, losses, damages, costs and
expenses arising from or related to the work, the Project, or this Agreement (with the
sole exception that Client will have no duty to indemnify Glumac from claims or losses
to the extent those claims or losses are caused by the fault or negligence of Glumac or
its employees as adjudicated by a court of competent jurisdiction). Under no
circumstances shall Glumac be liable for any actual or alleged claims, losses,
damages, costs and expenses arising from or related to the work, fault, or negligence
of its subconsultants.
b. Indemnity for claims that arise from professional services. To the fullest extent
permitted by law, Glumac agrees to indemnify and hold the Client, its officers,
directors, shareholders and employees harmless from and against liabilities, damages
and costs (including reasonable attorney's fees) to the extent caused by the
negligence of the design professional in performance of professional services. This
indemnification expressly excludes the duty of design professional to defend the Client,
its officers, directors, shareholders and employees. However, the absence of the duty
to defend shall not preclude Client, its officers, directors, shareholders and employees
from seeking its reasonable attorneys' fees as part of its damages where and to the
extent such fees are caused by design professional's negligence.
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21. Modifications. No change, modification, or amendment to this Agreement will be valid
unless agreed to by both of the parties hereto in writing.
a
J22.
Successors and Assigns. This Agreement shall inure to the benefit of and shall be
binding upon each of the parties hereto and such parties' partners, successors, executors,
V
administrators and assigns.
23. Severability. In the event any clause or portion thereof in this Agreement is deemed
invalid or unenforceable by a court or arbitrator of competent jurisdiction, then that clause
or portion thereof will be treated as if it were omitted at the time of execution, and the
remaining terms of this Agreement shall survive and be enforceable.
24. Disputes: In the event of any dispute between Client and Glumac to this Agreement,
Client and Glumac agree to first negotiate in good faith toward a resolution with
participation by representatives of each party holding sufficient authority to resolve the
dispute. If such dispute cannot be resolved within fifteen (15) business days, the dispute,
shall be submitted to mediation as a condition precedent to initiating litigation. If such
dispute cannot be resolved within ninety (90) days, either party may elect to file a lawsuit in
a court of competent jurisdiction per Article 23. As a condition precedent to filing a lawsuit,
Client agrees that it will obtain a written certificate executed by an independent design
professional with similar experience on similar projects and licensed in the jurisdiction in
which the project is located certifying that Glumac failed to meet the applicable standard of
care. Client will provide Glumac with a copy of the certificate and all written analysis
supporting the certificate's findings at least thirty (30) business days before serving a
demand for mediation or litigation. If Client or Glumac initiates any action or proceeding
against the other arising from or relating to the provisions of this Agreement, the prevailing
party in the action or proceeding is entitled to recover all reasonable costs and reasonable
attorneys' fees from the other party, including all such reasonable costs and attorneys' fees
incurred in enforcing any judgement or award against the unsuccessful party. For purposes
of this Section, "Prevailing party" is the party who recovers at least 67% of its total claims in
the action or who is required to pay no more than 32% of the other party's total claims in
the action when considered in the totality of claims and counterclaims, if any. In claims for
monetary damages, the total amount of recoverable attorney's fees and costs shall not
exceed the net monetary award of the Prevailing Party. If neither percentage is met, each
party bears their own respective attorney's fees, expert fees and court costs.
25. Governing Law: The laws of the State that the project is constructed will govern the
validity of this Agreement, its interpretation and performance. Any dispute arising in any
way from this Agreement shall be subject to the jurisdiction of the courts of that State.
26. Client's Terms. Any terms and conditions set forth or referenced in Client's purchase
order, requisition, or other notice of authorization to proceed are inapplicable to the
services provided under this proposal or any related agreement, except when specifically
accepted or confirmed in writing and signed by Glumac.
27. No Third -Party Beneficiaries. Glumac's responsibilities under this Agreement run only to
Client. Glumac's responsibilities do not extend to any third party including, without
limitation, the successors and assigns of Client, any Client's Association or any individual
unit owner associated with Client. To the fullest extent permitted by law, no party has any
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third -party beneficiary or other rights arising from or related to the services provided by
DGlumac.
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28. Limitation of Liability. Client agrees that, in recognition of the relative risks and benefits
of the project, Glumac's aggregate joint, several and individual liability, whether for breach
V
of contract, breach of warranty, negligence, professional malpractice, strict liability or
otherwise will be limited to an amount no greater than $1 million or Glumac's fee,
P
whichever amount is lesser. This provision will survive the termination or expiration of this
Agreement.
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29. Limitation of Remedy. Client covenants that it will not, under any circumstances, bring a
lawsuit, arbitration demand, or claim of any kind against Glumac's individual employees,
officers, directors, or agents and that Client's sole remedy with respect to the work will be
V1
against Glumac, Inc.
30. Waiver of Consequential Damages. Neither Glumac nor any of its officers, directors,
employees or agents will be liable for any indirect, punitive, consequential, liquidated, or
exemplary damages of any nature, including but not limited to fines, penalties or lost
profits, whether said claim is based upon contract, warranty, tort (including negligence and
strict liability) indemnity or any other theory of law, and the Client expressly waives all
rights and remedies with respect to the same.
31. Native American Tribe Projects: The Tribe shall assume full responsibility for the work to
be performed hereunder and hereby releases, relinquishes, and discharges Glumac from
all claims, demands, and causes of action of every kind and character, including, but not
limited to, those arising under the Fair Labor Standards Act, and Contract Work Hours and
Safety Standards Act, for any injury to or death of any person and any and all losses,
damages, liabilities, fines, fees, penalties and claims that is caused by, alleged to be
caused by, arising out of, or in connection with the Tribe's work to be performed hereunder
("Covered Claims"). This release shall entitle Glumac to the full cost of defense in
connection with the Covered Claims and apply regardless of whether said Covered Claims
are covered in whole or in part by insurance, and regardless of whether such injury, death,
loss or damage was caused in whole or in part by any third party. To give full effect to this
provision, the Tribe consents to suit, waives any defense of sovereign immunity, and
agrees fully to indemnify, defend, and hold harmless Glumac from any Covered Claims
asserted against it. The Tribe represents and warrants that its waiver of sovereign
immunity has been duly made pursuant to all applicable Tribal laws, state and federal laws,
constitutions, ordinances, and other regulations.
32. Entire Agreement. This Agreement contains all terms and conditions agreed on by the
parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of
this Agreement, shall be deemed to exist, or bind any of the parties hereto.
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LEED, WELL AND RESILIENCY PROJECTS TERMS AND CONDITIONS
UJ
J Provisions for LEED, WELL and RESILIENCY Certification Projects
V 1. LEED, WELL AND RELi certifications are a collaborative effort that includes project team
members that are not accountable to Glumac. Project team members may include but are
not limited to, the Owner, Architect, General Contractor, and Mechanical, Electrical,
Y Plumbing, Lighting and Civil Engineers and Subcontractors. Glumac will perform its
services under this contract in accordance with the practice in the industry for similar
cc services. However, Glumac cannot guarantee in any way the successful certification of the
Project under the selected LEED, WELL or RELi certification standard. Glumac also cannot
guarantee in any way the achievement of a specific level of LEED, WELL or RELi
certification.
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N 2. The Owner and Client are aware of and will comply with the LEED Minimum Program
Requirements (MPRs) as outlined by the Green Business Certification Institute (GBCI).
Glumac can provide the requirements to the Owner.
This proposal shall be valid for a period of thirty (30) days from the date of proposal
submittal.
Upon authorization, we will proceed with the scope of work detailed above unless
notified of any changes in writing. Please endorse and return one copy of this proposal.
For City of Port Orchard For GLUMAC
Nick Bond
Development Director
Date
Jon Dettwiler
Associate, Cx Agent
4/5/2023
Date