033-24 - Baumwelt - ContractDocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
Port Orchard Contract #: 033-24
Authorized Amount: $63,300
Date Start: March 12, 2024
Date End: June 30, 2025
CONSULTANT SERVICES AGREEMENT
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
Baumwelt ("Consultant") organized under the laws of the State of Washington, located and doing
business at 919 MLK Way, Tacoma WA 98405 (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; and
WHEREAS, the City complied with the requirements for hiring Consultant contained in
Chapter 39.80 RCW;
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.
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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 $63,300 without written authorization and will be based on the list of billing
rates and reimbursable expenses attached hereto as Exhibit "A".
❑X 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 "A".
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to the
City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
E. If the services rendered do not meet the requirements of the Agreement, the Consultant
will correct or modify the work to comply with the Agreement. The City may withhold payment for such
work until the work meets the requirements of the Agreement. The City shall pay the Consultant for
services rendered within ten (10) days after City Council voucher approval. However, if the City objects
to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to
settle the disputed portion.
F. The City reserves the right to direct the Consultant's compensated services before
reaching the maximum amount.
4. Duration of Agreement.
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A. This Agreement shall be in full force and effect for a period commencing on March 12,
2024 and ending June 30, 2025 unless sooner terminated under the provisions of this Agreement. The
City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to retain
the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience necessary
to provide the services under this Agreement and is appropriately accredited and licensed by all
applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or information,
regardless of form or format, and all other materials produced by the Consultant in connection with the
services provided to the City, shall be the property of the City whether the project for which they were
created is executed or not.
B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are considered
"public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56
RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance with the Act. The
City may be required, upon request, to disclose the Agreement, and the documents and records submitted
to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives
a public records request and asks Consultant to search its files for responsive records, Consultant agrees
to make a prompt and thorough search through its files for responsive records and to promptly turn over
any responsive records to the City's public records officer at no cost to the City.
7. Relationship of the Parties; Independent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this Agreement.
As the Consultant is customarily engaged in an independently established trade which encompasses the
specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of
the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of
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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.
09
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.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
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.
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limits:
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts oflnsurance. Consultant shall maintain the following insurance
i. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the
City, offset against funds due the Consultant from the City.
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H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including personnel,
property, financial, and programmatic records, which sufficiently and properly reflect all direct and
indirect costs of any nature expended and services performed pursuant to this Agreement. The
Consultant shall also maintain such other records as may be deemed necessary by the City to ensure
proper accounting of all funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7) years after
termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist
in accordance with Chapter 40.14 RCW and by the City.
11. City's Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules,
and regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
B. The records and documents with respect to all matters covered by this Agreement shall
be subject at all times to inspection, review or audit by the City during the performance of this
Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support
of the performance of the service, work products, or outcomes fulfilling the contractual obligations are
the products of the City.
12. Work Performed at the Consultant's Risk.
The Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held by the Consultant for use in connection with the work.
13. Termination.
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment
for the benefit of creditors.
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B. Termination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving
written notice of the default.
C. Rights Upon Termination.
i. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of the Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable
compensation for any satisfactory work completed prior to the date of termination, not to exceed
the total compensation set forth herein. The Consultant shall not be entitled to any reallocation
of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit
on work not performed because of such termination. The Consultant shall use its best efforts to
minimize the compensation payable under this Agreement in the event of such termination. Upon
termination, the City may take over the work and prosecute the same to completion, by contract
or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant shall
not be entitled to receive any further payments under the Agreement until all work called for has
been fully performed. Any extra cost or damage to the City resulting from such default(s) shall
be deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained, by the City by reason
of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's
reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of
services under this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in the "Notices" Section herein.
F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
14. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or
local law or ordinance, except for a bona fide occupational qualification.
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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 Maieure.
Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to
strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor,
or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or
restrictions, civil commotions, casualty, actual or threatened public health emergency (including, without
limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health
risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health
organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party
obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii)
related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall
excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To
the extent this Agreement specifies a time period for performance of an obligation of either Party, that
time period shall be extended by the period of any delay in such Party's performance caused by a Force
Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force
Majeure unless constraints on a Party's performance that result from the pandemic become substantially
more onerous after the effective date of this Agreement.
16. Assignment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
17. Conflict of Interest.
The Consultant represents to the City that it has no conflict of interest in performing any of the services
set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with
which it may have a conflict, Consultant will immediately disclose such conflict to the City.
18. Confidentiality.
All information regarding the City obtained by the Consultant in performance of this Agreement shall
be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate
termination.
19. Non -Appropriation of Funds.
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for
services or amounts incurred after the end of the current fiscal period. This Agreement will terminate
upon the completion of all remaining services for which funds are allocated. No penalty or expense shall
accrue to the City in the event that the terms of the provision are effectuated.
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20. Employment of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems (DRS).
Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form
if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008
ERFs, and whether the nature of the service and compensation would result in a retirement benefit being
suspended. Failure to make this determination exposes the City to significant liability for pension
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners retired
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
21. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the
parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated
by written amendments to this Agreement.
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)
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business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using
a nationally recognized overnight courier service, in which case the notice or communication shall be
deemed given one business day after the date of deposit with such courier. In addition, all notices shall
also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the
following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
Bwallace(&,portorchardwa. gov
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
Baumwelt
919 MLK Way, Tacoma WA 98405
Phone No.: 253.345.1400
Email: derrick(a,thebaumwelt.com
25. Resolution of Disputes; Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
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
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U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation
subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the
Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts
comply with these regulations.
Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and
successors in interest agrees as follows:
A. Compliance with Regulations. The Consultant will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of
Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time,
which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Consultant, with regard to the work performed by it during this
Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability,
income -level, or LEP in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The Consultant will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto
and incorporated herein by this reference, including employment practices when this Agreement covers
any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In
all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of
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
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take action with respect to any subcontract or procurement as the City or the FHWA may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the
Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because
of such direction, the Consultant may request the City to enter into any litigation to protect the interests
of the City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
28. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, and all of which will together constitute this one Agreement.
29. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
an
P, f�,XL—
Title: Derrick Eberle / Land. Arch. / Baumwelt
Date: March 8, 2024
City of Port Orchard and Baumwelt
Givens Park Sport Court Remodel
Updated 4/2022 IBDR
CITY OF PORT ORCHARD
DocuSigned by:
By. FL UN�
Fred Chang, Mayor Pro-Tem
Date: 3/19/2024
ATTEST/AUTHENTICATE
DocuSigned by:
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM
DocuSigned by:
Port Orchard City Attorney's Office
Page 12 of 33
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the items outlined in the attached Scope of Services (Exhibit A).
Rates for Services to be Provided by Consultant. The Consultant shall furnish the services in accordance
with the rates outlined in the Scope of Services (Exhibit A).
City of Port Orchard and Baumwelt
Givens Park Sport Court Remodel
Updated 4/2022 IBDR
Page 13 of 33
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including but
not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 C.F.R. Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal -aid recipients,
sub- recipients and contractors, whether such programs or activities are Federally funded or
not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
City of Port Orchard and Baumwelt
Givens Park Sport Court Remodel
Updated 4/2022 IBDR
Page 14 of 33
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
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 Baumwelt
Givens Park Sport Court Remodel
Updated 4/2022 IBDR
Page 15 of 33
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
Exhibit A
SCOPE OF WORK I BAUMWELT
Givens Park Sport Court Remodel
City of Port Orchard
Landscape Architecture Services
Scope of Work
March 5, 2024
A. Description
In general the scope of work is to provide plans, specifications, and an estimate ofprobable construction cost to
renovate the tennis and basketball courts at Givens Park in Port Orchard, Washington. The existing courts contain
numerous cracks and in general are in a worn condition. The existing fence material is deformed and rusted in
parts. Work will include resurfacing the tennis court to accommodate pickeball on -site, reconstructing the
basketball court to accommodate futsal, replacement of the courts fencing, adding a seating area, upgrading
lighting, and installing a new paved accessible route to the courts. The Client is City of Port Orchard (Client). The
project is located at approximately the 1000 block of Tacoma Avenue in Port Orchard, WA 98366.
Work performed by subconsultants is as follows:
Electrical Engineering - Cross Engineers
Cultural Resources — Other (By Client)
Civil Engineering — By Client (if required)
B. Program & Maximum Allowable Construction Cost
Program
Program elements to be designed include:
1. Tennis Court Resurfacing
a. Crack Repair & resurfacing of both courts
b. Include new posts and nets
c. Accommodate pickleball and tennis on new courts
2. Basketball Court Replacement
a. Pulverize existing court surfacing
b. Reuse crushed asphalt as base for new court
c. Accommodate futsal and basketball on new court
3. Fencing
a. Replacement of tennis court fence
b. New fence around basketball/futsal court
c. Possible consideration to reuse existing posts
4. Access to Courts
a. ADA paved route to the north
i. Connect courts to existing ADA parking stall along Tacoma Avenue
b. Stair access from Tacoma Avenue down to courts
c. Paved connection to sidewalk along Soufre Street (either maintain existing or provide new)
5. Spectator Seating
a. Approximately 30' in length
b. Along west edge of basketball court
c. Approximately two concrete terraced seating areas, built into hillside
6. Court Lighting (alternate bid item)
a. Conversion of tennis lighting to LED
b. Basketball/Futsal Court LED Lights
MACC
A Maximum Allowable Construction Cost (MACC) of $235,200.00 has been established for the project.
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SCOPE OF WORK I BAUMWELT
C. Scope of Work
I. PRELIMINARY DESIGN (60% CONSTRUCTION DOCUMENTS)
In the Preliminary Design phase, Baumwelt will finalize and describe the size and character of the entire
project for approval by the Client. Consideration shall be given to availability of materials, equipment and
labor, construction sequencing and scheduling, user safety and maintenance requirements. The specific scope
of work is as follows:
Background Data Collection:
• Review the goals, objectives, and program of activities and facilities with the Client
• Review existing drawings provide by Client
• Review site conditions
• Electrical: coordinate with Client to understand functionality of existing system
Preliminary Plans:
Develop Preliminary Design plans and details and estimated construction costs to address the program, site
constraints, and background information.
• Disciplines Coordination: Coordination of the work with other involved consultants for the project.
• Document Checking: Review and coordination of documents prepared for the project.
• Permitting Authority Consulting With input of Client, identify critical applicable regulations,
applicable laws, statutes, regulations, and codes.
• Site Desijzn: Establishment of the relationships, forms, size, and appearance of the project through
plans, sections and elevations, typical construction details, materials selections, and equipment layouts.
• Cost Estimating: Development of a probable construction cost. Costs shall reflect the level of design
elements presented in the documents, plus appropriate design contingencies to encompass unidentified
scope ultimately included in the program. Baumwelt will analyze scope, schedule and budget options
to stay within the MACC (if established).
Meetings:
• Meet with the client at the beginning and again at the end of Preliminary Design for review.
Deliverables:
• 22" x 34" drawings and specifications (digital)
• Catalog cut sheets for equipment and written description of materials
• Estimate of probable construction cost
• Minutes from all meetings
II. 100% CONSTRUCTION DOCUMENTS
Based on the preliminary design decisions, final construction plans will be prepared. Design standards will
comply with City of Port Orchard. The contractor performing the work (Contractor) will be selected from a
roster of qualified companies. Construction drawings will be developed as follows.
Construction Documents:
Composite Site Plan: This plan will provide an overall view of the entire project area with specific items
required by City permitting highlighted.
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SCOPE OF WORK I BAUMWELT
Demolition. Clearing. & Grubbing Plans: This plan will show the extent of the clearing and grubbing
for the site. It will also show any demolition items.
Erosion Control Plan: This plan will show erosion control measures for the site, along with details and
notes required by City permitting. Civil engineer will prepare a basic abbreviated erosion and sediment
control plan that meets the current City or DOE SWPPP Permit requirements. See attached 3J Scope of
Work.
Layout and Materials Plans: These plans will be developed on an overall grid of the site at an
appropriate scale. It will show materiality of different components and allow layout of all facilities by
critical dimensions.
Grading: These plans will be developed at an appropriate scale. They will show overall site grading,
including spot elevations. No drainage infrastructure is envisioned at this time and is not included in this
proposal.
Site Sections and Details: These plans will show cross sections for earthwork and various site details.
Details will be referenced from the plans, and plans will also reference the details.
Electrical (Alternate Bid ItemJ: These plans will show the electrical design for the new futsal court and
LED upgrades to the tennis court. See attached Electrical scope of work.
Specifications and Project Manual.
Specifications for the field work will be developed in the CSI (Construction Specification Institute) format.
The project manual will utilize the Client's boilerplate as needed. The overall estimated cost of construction
will be updated at this point.
Cost Estimate:
A final probable cost of construction will be prepared prior to finalizing construction documents. This
estimate will be based on actual quantities and will be developed in conjunction with the Contractor to ensure
accuracy.
Meetings:
Meet with Client at the beginning and end of the construction documents phase for review.
Deliverables:
• 22" x 34" drawings and specifications (digital)
• Estimate of probable construction cost
Permits:
• Baumwelt will complete the SEPA Checklist and city of Port Orchard required permit applications,
and will coordinate the permit review process with the city of Port Orchard. All permit fees to be
paid directly by the Client.
• 3J (Civil Engineer) will prepare and submit the Stormwater Pollution Prevention Plan (SWPPP)
permit application. See attached 3J Scope of Work.
III. CONSTRUCTION CONTRACT ADMINISTRATION
Baumwelt will provide periodic construction review. It is anticipated that construction will be completed within
a 4-month period. Construction review will include:
Construction Review:
1. Review for approval or disapproval materials and equipment submittals required by the Contractors.
2. Conduct surveillance of construction to include periodic visits to the site to observe the progress and
quality of the work. Owner's representative to attend where feasible.
3. Conduct weekly construction progress meetings. Generate and issue minutes to appropriate parties.
BAUMWELT, PLLC
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DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
SCOPE OF WORK I BAUMWELT
4. Monitor construction progress and quality with decisions relative to contract performance. Document
progress with reports as appropriate.
5. Issue instructions for and of the Owner to the Contractor, respond to Contractor RFI's and prepare field
directives and change orders, if applicable.
6. Review the Contractor's work and approve or disapprove work in conformance with the contract
documents.
7. Keep the Owner advised as to the progress of the work.
8. Review the completed project conformance to the requirements of the contract documents.
9. Process contract payment requests.
IV. PROJECT CLOSE-OUT
Project Close -Out.
1. Conduct a final review and prepare punch list.
2. Conduct a final review of punch list items and recommend acceptance.
3. All project closeout documents will be assembled in abound notebook by the contractor.
4. Conduct a one-year warranty review.
D. Proiect Schedule
Tentative Schedule for Design and Construction:
60% plans to RCO
March 29, 2024 — TBD pending project start
Local Permits
March 29, 2024 — TBD pending project start
SEPA Submitted
June 30, 2024
Bid Docs to RCO
June 30, 2024
Bid Award
July 15, 2024
Construction Start
August 31, 2024
E. Design Fee
To be paid on a lump -sum basis established by percentage of work complete.
Landscape Design Fee:
$47,790.00
Includes Tasks:
I. 60% Design
$18, 500.00
IT 100% Design
$21, 790.00
III. Construction Administration
$6,500.00
IV. Project Closeout
$1,000.00
Subconsultants:
Cross Engineers (through design only) $4,100.00
M Consulting (scope items listed only) $10,000.00
Civil/TESL/Stormwater BY CLIENT
Cultural Resources BY CLIENT
10% Markup on Subconsultants $1,410.00
Total
$63,300.00
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SCOPE OF WORK I BAUMWELT
Provided by Client
1. Site Access
Rights -of -entry upon all lands necessary for the performance of the above -described Scope of Services.
2. Preliminary CAD Base Drawings
The Client will provide a geotechnical study if needed and any testing that may be required for design or during
construction.
3. Geotechnical Investigation (if required)
Though not anticipated at this time, the Client will provide a geotechnical study if needed and any testing that
may be required for design or during construction.
4. Special Inspection/Testing
The Client will obtain and pay for any special inspections for existing or proposed utilities compaction and
concrete during construction.
EXTRA WORK
1. Expanded Scope of Work
If during the course of the project, the Client elects to expand the Scope of Work design fees for the additional
work shall be negotiated.
2. Civil Engineering Work Beyond Work Stated in this Proposal
No work pertaining to civil engineering beyond the Basic Abbreviated Erosion Control Plan and the SWPPP
permit application, including stormwater subdrainage or a drainage report, are included in this proposal. It is
envisioned that the Client will provide these services as needed. If civil engineering is required, fees for the
additional work shall be negotiated.
3. Schedule
In the event the schedule through the construction document phase is extended by the Client, fees for additional
time shall be negotiated.
4. Additional Construction Review
In the event the time of completion is extended requiring additional work for Baumwelt, fees for the additional
time and expenses shall be increased proportionately to the time extension.
5. Record Drawings
The contract documents will require the contractor to maintain marked up prints as record drawings. If the
client would like those record changes made as electronic changes to the original drawings the fees for the
additional time and expenses shall be negotiated.
If thisproposal is acceptable to you, please sign and return this document or respond via email atyour earliest
convenience. Thank you.
BAUMWELT, PLLC Page 5 of 5 03/05/2024
Page 20 of 33
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
CROSS ENGINEERS, INC.
February 9, 2024
Baumwelt
Attn: Derrick Eberle
919 MLK Jr. Way
Tacoma, WA 98405
Re: Givins Park Court Restorations - Electrical Design Fee Proposal
Mr. Derrick Eberle,
We welcome the opportunity to offer our engineering services for your consideration. We
understand the scope is for the existing sport court restoration at Givens Park.
Electrical Scope -
• Visit site to review existing site lighting and power service location.
• Prepare electrical site plan with new lighting at Futsal court and upgrading of existing tennis court
lighting.
• Prepare site lighting energy budget compliance form to be submitted with building department
submittal.
• Prepare site lighting photometric plan for sports courts.
• Coordinate with owner and provide electrical connections to additional owner requested
equipment.
• Prepare electrical cost estimate.
• Prepare Division 26 electrical specifications.
• Attend design team coordination meeting via online conference call software. Anticipate two
(2) meetings.
• Attend owner review meeting in Port Orchard or via online conference call software. Anticipate
one (1) meeting.
• Additional design review coordination is assumed to be via electronic correspondence with
Design Team and Owner.
• All drawings will be prepared in AutoCAD.
• Prepare Division 26 specifications.
• One set of electronic PDF electrical drawings will be provided for each submittal phase (Building
Department, Owner Review, and Bid) for reproduction and distribution by Baumwelt to others for
coordination and review. This proposal assumes Baumwelt will provide Cross Engineers with
AutoCAD compatible backgrounds of the site. Baumwelt will provide electronic PDF copies of
complete project plans for each design group to Cross Engineers at each submittal phase.
Additional Services
We anticipate the following activities to be outside the normal workscope. If requested separate fee
proposals for these items as related to Electrical can be provided.
• LEED Documentation for buildings.
• Life cycle cost analysis.
• Commissioning participation.
• BIM 3D Modeling and Conflict Resolution Coordination
• Assisting owner with grant requests related to electrical equipment.
• Construction Administration
• Transfer of red -line field record drawings to AutoCAD.
923 Martin Luther King Junior Way, Tacoma, WA 98405 * Phone: (253) 759-01 18 * www.crossengineers.com
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
i CROSS ENGINEERS, INC.
■
Design Fee:
We propose a lump sum electrical fee of $4,100.00 through design.
Billing will be on a monthly a percentage complete basis.
Please contact my office if there are additional workscope items or questions. Our office has
permanent staff available for this project with your notice to proceed.
Sincerely,
A,V-#-
A4
Scott Kelly
Cross Engineers, Inc.
Notice to Proceed
By providing the signature below Baumwelt acknowledges this fee proposal and directs Cross
Engineers to proceed with consulting as outlined herein.
Signature Date
923 Martin Luther King Junior Way, Tacoma, WA 98405 * Phone: (253) 759-01 18 * www.crossengineers.com
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
3J CONSULTING
March 6, 2024
Derrick Eberle, PLA
Landscape Architect
Baumwelt PLLC
919 MILK Way
Tacoma, WA 98405
Givens Park Court Restorations
Port Orchard, WA
Scope of Services
Dear Derrick,
9600 SW NIMBUS AVENUE, SUITE 100
BEAVERTON, OREGON 97008
PH: (503) 946.9365
WWW.3jCONSULTING.COM
3J Consulting has prepared the attached Scope of Services to provide Civil Engineering for the Givens
Park Court Restorations in Port Orchard, Washington.
3J will assist you with the construction documents and permit assistance related to the Stormwater
Pollution Prevention Plan (SWPPP) for the project. 3J understands that the project will only need to
meet Minimum Requirements #2 and #4 and be limited to the Basic Abbreviated Plan requirements,
per the City adopted Stormwater Management Manual for Western Washington (SWMMWW), 2019.
3J has provided a Lump Sum Fee and Time and Materials to complete the specific professional services
listed in the attached Scope of Services. The attached Agreement for Consulting Services has been
prepared based on our email conversations on February 29, 2024 and conceptual layout attached in
Appendix A.
Thank you for the opportunity to assist you with this project. Once we receive a signed copy of the
Scope of Services, we will proceed with work on the project. Please do not hesitate to contact me if
you have any questions.
Sincerely,
--?'4
Ashley Do , PE
Project Manager
3J Consulting, Inc.
copy: File
Page 23 of 33
CIVIL ENGINEERING I WATER RESOURCES I COMMUNITY PLANNING
DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
AGREEMENT
FOR CONSULTING SERVICES
This Agreement for Consulting Services (together with each of the applicable attachments hereto, this
"Agreement") sets forth the terms and conditions for retention of 3J Consulting, Inc. (" 3J") to provide
professional consulting services to Baumwelt PLLC ("CLIENT") in connection with the Givens Park
Court Restorations project (the "Project"). This Agreement consists of this acknowledgement and
signature page, and each of the following identified subparts developed for the Project which are
attached hereto and by this reference incorporated herein (as applicable): SCOPE OF SERVICES,
GENERAL PROVISIONS, and any CONTRACT ADDENDUM which may be used to supplement the SCOPE
OF SERVICES hereafter.
The basis of 3J's retention is described in the attached GENERAL PROVISIONS. Any requested services
which are in addition to the attached Scope of Services will be invoiced according to 3J's standard
Schedule of Fees in effect at the time of the services or included in an addendum to this Agreement
(a "Contract Addendum"). By signing below, CLIENT acknowledges that it has read and understood
and hereby agrees to be bound by the terms and conditions set forth in this Agreement.
THIS IS A LEGALLY BINDING AGREEMENT APPROVED AND AGREED TO:
Persons who execute this Agreement shall be authorized to financially bind the CLIENT or be
personally liable for all payments due to 3J. Please provide a copy of the letter of signatory authority
from the CLIENT with the executed copy of this Agreement.
Approved for 3J Consulting, Inc. Approved for Baumwelt PLLC
Signed:
Signed:
Name: John Howorth Name:
Title: President Title:
Date:
Date:
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DocuSign Envelope ID: FF1C5021-4F43-4AC1-B5BE-B80B902BF70A
SCOPE OF SERVICES
BAUMWELT PLLC
GIVENS PARK COURT RESTORATIONS
PORT ORCHARD, WASHINGTON
MARCH 6, 2024
PROJECT OVERVIEW
The project site is located at Givens Park, 1025 Tacoma Ave, within the City of Port Orchard. 3J understands
the City of Port Orchard would like to improve the existing tennis court into a combined tennis and pickleball
court and replace the existing asphalt court with a new combined basketball and futsal court. The
conceptual layout attached to Appendix A is the basis for this Agreement.
STATEMENT OF WORK
3J will provide Civil Engineering to design the erosion control and prepare the SWPPP permit package for the
project. 3J will provide construction documents and SWPPP permit assistance for the Project. All work will
be performed by or under the direct supervision of a licensed Professional Engineer.
CONSTRUCTION DOCUMENTS (CD)
3J will prepare the construction documents required for the SWPPP for the proposed Project based on the
final governing agency Conditions of Approval and the final Client approved site plan. The Project will be
completed as one (1) phase.
Authorizing the preparation of construction documents prior to receiving land use approvals is at CL/EN7 s
risk. Modifications to the site plan to reflect Conditions of Approval or site plan modifications after 3J has
begun the construction documents may require a Contract Addendum.
3J understands that the project will only need to meet Minimum Requirements #2 and #4 and be
limited to the Basic Abbreviated Plan requirements, per the City adopted Stormwater Management
Manual for Western Washington (SWMMWW), 2019.
3J assumes for our budgeting purposes the construction document phase of the Project will last
approximately two (2) months. Additional time may require coordination budgets to be increased.
CIVIL ENGINEERING
■ Team Coordination: 3J will coordinate with CLIENT and other team members during this
phase of the Project and has budgeted to attend up to one (1) - 1 hr virtual
meetings/conference calls and provide up to one (1) hour of coordination each week for eight
(8) weeks. The budget for meetings may or may not be used for formal meetings depending
upon the amount of coordination in other ways (i.e., Emails, phone calls, etc.).
■ Basic Abbreviated Erosion Control Plan: 3J will prepare a basic abbreviated erosion and
sediment control plan that meets the current City or DOE SWPPP Permit requirements. The
temporary erosion and sediment control (TESC) plans will show the proposed erosion and
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Givens Park Court Restorations
March 6, 2024
SCOPE OF SERVICES
Page 2 of 9
sediment control measures and other best management practices to be used at the site
including general notes and details for the construction of the erosion control facilities.
PERMITTING
3J will assist with the permit process necessary for CLIENT to obtain the required construction permits for
the Project. 3J assumes for our budgeting purposes this process will take a total of eight (8) weeks. 3J has
included a maximum of one (1) round of City comments for a total of two (2) submittals in all. Any
additional comments generated by the City beyond this, may require a Contract Addendum.
CIVIL ENGINEERING
■ Permit Submittal: 3J will prepare and submit the SWPPP permit application. 3J will work with
the City to obtain the SWPPP permit for the Project.
Plan Revisions, Response & Coordination: 3J will work with the City to obtain the required
permits for the Project. 3J will make corrections to reasonable comments on the plans and
resubmit back to the City. Any comments substantially modifying/changing/altering the
submitted design may require a Contract Addendum.
CONTRACT ADDENDUMS
ContractAddendums will be issued and approved as required.
SUB -CONSULTANT SERVICES
CLIENT will contract directly with sub -consultants.
EXCLUSIONS
The following items and task are excluded from this Scope of Services.
■ Site design is understood to be by other third parties ("Others' and not included.
■ Stormwater design, drainage analysis and storm drainage report is understood to be by other third
parties ("Others') and not included.
■ Pedestrian level wayfinding or other amenity signing is not included in this proposal and is to be by
Others.
■ Land use planning will be by others or under a separate contract.
■ Attendance at neighborhood meetings, public outreach, and land use hearings are not included in
this Agreement. If 3J is requested to attend any public meeting a Contract Addendum will be
required.
■ Wetland coordination is not anticipated to be necessary for this project.
■ Cost estimating is not included in this proposal.
■ Modifications to development codes, building codes, or engineering codes after the date of this
proposal may require additional fees.
■ Client will provide the current 30% design for the project and all available as -built information for
the Project. Where as-builts are not available and utilities are not easily found by standard land
surveying services, Client will contract with others to assist in locating the utility and/or current
condition assessment.
■ Any changes to the site plan after 3J have begun the next phase of work may require a Contract
Addendum.
■ Any comments substantially modifying/changing/altering the submitted design to permitting review
agencies may require a Contract Addendum.
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SCOPE OF SERVICES
Page 3 of 9
The site will be designed, bid, and constructed at the some time with one package.
Erosion control inspections are to be by Others.
CONDITIONS
The following conditions are essential to the Scope of Work and are incorporated into the Agreement:
1. Jurisdictional Requirements: 3J will complete all Work based on the current governing agencies' requirements existing
and published as of the date of this Agreement, consistent with the Standard of Care. Modifications or revisions
required due to newjurisdictional code(s) or design requirements may be completed as a Contract Addendum.
2. Opinions Regarding Cost: When included in the Scope of Services, opinions or estimates of probable construction
costs are prepared on the basis of 3j's experience and qualifications and represent 3j's judgment as a professional
generally familiar with the industry. However, because 3j has no control over the cost of labor, materials, equipment,
or services furnished by others, over contractor's methods of determining prices, or over competitive bidding or
market conditions, 3J cannot and does not guarantee that its opinions or estimates of probable construction cost will
reflect the actual costs of proposals, bids, or actual construction costs.
3. Schedules: Schedules prepared by 3J, or durations described within the Scope of Services are not intended to set any
contractual deliverable dates or milestones. Schedules are for information, planning, and 3J budgeting of fees
purposes only.
4. Value Engineering: Unless expressly included in the Scope of Services, 3j will require additional fees to review "Value
Engineering" proposals and will require the supporting data, calculations, and cost estimates for all Value Engineering
proposals in order to provide a thorough evaluation of the proposal(s). 3j shall have no liability whatsoever for any
claims arising from any changes implemented into the design or construction of the Project without 3J's prior review
and approval of the applicable Value Engineering, whether undertaken by any third party or CLIENT.
5. Differing Site Conditions: If any of the physical conditions at the site which is the subject of this Agreement are
different than those represented by CLIENT or different than those encountered in work of a similar character
("Differing Site Conditions"), and such differences adversely affect 3j's ability to perform the Work, 3J may terminate
this Agreement after notifying CLIENT in writing of such Differing Site Conditions or shall agree, in writing, to a new
or modified Scope of Services and Fees.
6. Permitting Assistance: CLIENT is responsible to obtain, pay for and comply with any permits necessary for the
Project(s). 3j will provide CLIENT with consultation support and assistance with the permitting process.
7. Construction Phase Services: Notwithstanding any professional consulting services provided by 3J for any
construction phase of the Project, CLIENT understands and agrees that CLIENT's construction contractor(s) (the
"Contractor") is solely responsible for the construction of the Project, that 3j has no liability whatsoever with respect
to construction of the Project, and that 3J is not responsible for the acts or omissions of any contractor, subcontractor,
or material supplier (including without limitation for safety precautions, programs, or enforcement; or for
construction means, methods, techniques, sequences and procedures employed by the Contractor).
8. Hazardous Environmental Conditions: It is acknowledged by both parties that the Scope of Services does not
include any services related to the presence at the site of asbestos, PCBs, petroleum, hazardous waste or
radioactive materials. CLIENT acknowledges that 3j is performing professional services for CLIENT and 3j is not and
shall not be required to become an "arranger", "operator", "generator", or "transporter" of hazardous substances, as
defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA).
9. Minimum Time Billed & Travel Time: 3j's minimum time billed is 15 minutes. Travel is billed door to door at the
rates established per the Agreement or Schedule of Fees in effect at the time of the service, as applicable. Travel
time is billed for all meetings and site visits and include the time from the office location of the staff to the job site
or meeting location and back.
10. Site Access: CLIENT shall provide 3j unrestricted access to the site to the same degree as CLIENT maintains. CLIENT
shall be responsible to obtain any third party consents or rights of way necessary to ensure such access by 3J.
11. CLIENT'S Insurance: CLIENT shall procure at its own expense such permits, licenses, insurance and governmental
approval, as may be necessary for CLIENT to procure to comply with Federal, State and local laws, ordinances and
regulations for performance of the Work.
12. Contractors' Insurance: CLIENT shall require its contractor(s) to purchase and maintain policies of insurance covering
workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and
injuries, and other insurance necessary to protect the CLIENT and 3js' interests in the Project.
13. Insurance Policy Provisions. CLIENT's and its contractors' insurance policies related to the Project will (i) include 3J as
an additional insured and loss payee, (ii) contain provisions to the effect that 3j's interests are covered and that the
insurers will have no rights of recovery against 3J or any insureds, additional insureds, or loss payees in the event of
payment for a claim thereunder, (iii) require that the coverage afforded will not be canceled or reduced in limits by
endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to 3J.
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14. Cooperation RE Insurance. CLIENT shall provide 3J certificates of insurance upon request and shall cooperate, and
require its contractor(s), to cooperate with 3J and its insurers to the extent necessary for 3J to obtain insurance
coverage related to any claims or potential claims that arise out of this Agreement.
REIMBURSABLE EXPENSES
Customary reimbursable expenses are the actual expense incurred in direct connection with the Project. The
following schedule applies for Reimbursable Expenses:
Vehicle mileage is reimbursed at the current IRS rate per mile for project related travel.
The following project related expenses are reimbursed at cost plus ten (10) percent:
■ Copy and Reproduction Services
■ Travel Expenses, other than private vehicle mileage
■ Postage, Messenger Services, Etc.
In-house printing/scanning/binders/thumb drives is reimbursed at the following rates:
Plots - B&W
$0.60/SF
Plots - Color
$1.80/SF
Small Scan
$0.50/each
Full Scan
$2.50 each
8.5xl 1 B&W
$0.30 each
8.5xl 1 Color
$0.60 each
11 x17 B&W
$0.60 each
11 x17 Color
$1.80 each
Binders
$12.00 each
Thumb Drives
$6.00 each
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FEES
The Fees for the above Scope of Services will be on a Lump Sum and a time and materials basis, plus
Reimbursable Expenses as outlined above and as broken down as follows: Additional services
requested and approved by CLIENT not identified within this Scope of Services will be billed as a
Contract Addendum as agreed upon herein. (Time and Materials Budgets are italicized.)
Phase Description LS Fee T&M
Construction Documents
Civil Engineering $ 6,500
Permitting
Civil Engineering $ 3,500
Reimbursable Expenses
Estimated Reimbursable Expense Budget As Incurred
Summary of Fees
Total Lump Sum Fee $ 10,000
Reimbursable Expense Budget As Incurred
Total Contract Fee $ 10,000
Time & Materials Budget: Any unused budget from any Phase, Task, or Service may be
used for other phases of the Project as needed. If the overall budget is exceeded or
anticipated to be exceeded, a Contract Addendum increasing the budgets will be issued.
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GENERAL PROVISIONS
These General Provisions are incorporated into this Agreement between 3J and CLIENT. Any capitalized terms used herein but
otherwise not defined shall have the meanings set forth in the other component parts of this Agreement:
A. Authorization to Proceed: Any request by CLIENT for 3J to proceed with work under this Agreement (the "Work") with
respect to the Project shall constitute an acceptance of all terms of this Agreement, including these General Provisions.
Signing this Agreement or any Contract Addendum hereto and providing any required retainer shall be construed as
authorization by CLIENT for 3J to proceed with the Work.
B. Payment: Invoices will be issued monthly by 3J and are due and payable upon receipt. Interest is charged at a
periodic rate of 1.5% per month (18% APR) on all invoices not paid within thirty (30) days. If any invoice is not
paid in full within 30 days after the invoice date, then in addition to any other remedies available to 3J, it may
cease performing the Work and not release any information or plans hereunder upon delivery of written notice,
electronic or otherwise, of its intention thereof to CLIENT. Further, in the event of such default, 3J shall have
the right, but not the obligation, to cease performing any work under any other contract then outstanding
between CLIENT and 3J. CLIENT expressly agrees that payment to 3J is not subject to any payments due to
CLIENT from any third party and payments due 3J will not be delayed pending any third -party disbursement. If
CLIENT disputes any portion of an invoice, CLIENT shall notify 3J of the dispute (including amount and details of
the disputed facts) in writing within 30 days of the invoice date. CLIENT hereby waives the right to dispute an
invoice more than 30 days after an invoice's date, and/or if CLIENT fails to provide the required notice.
C. Reimbursable Expenses: Any outside services, reproductions or other services that are required to complete the Work
that are not itemized in the Scope of Services to be performed by 3J are invoiced as "Reimbursable Expenses" at cost
plus 10%.
D. Limitation of Liability: 3J's liability to CLIENT for any cause or combination of causes is, in the aggregate, limited
to the lesser of the fee paid to 3J by CLIENT for the applicable Scope of Services, or the remaining applicable
professional liability insurance coverage proceeds available to 3j (after deduction of any costs, claim payments
or other amounts that may have reduced policy limits). No director, officer, shareholder, employee, or other
individual representative of 3J shall have any personal or other liability to CLIENT or any other party, for any
and all claims, except fraud claims, arising out of or relating to this Agreement, the Project, the Work, or work
product created in connection with the foregoing. All third party claims shall be made against CLIENT only.
E. CLIENT Acts or Omissions: 3J shall have no liability whatsoever for any delay or failure to perform any of its obligations
under this Agreement and shall not be deemed to be in breach hereof to the extent such delay or failure arises directly
or indirectly from any act or omission of CLIENT or any of its agents, subcontractors, consultants or employees.
F. Fees: The fees reflected in the Scope of Services are good for thirty (30) days after the date they are prepared and may
be refreshed by 3J at anytime thereafter prior to full execution of this Agreement. If, at anytime during the performance
of the Work, the Project is delayed for more than sixty (60) days then 3J has the right to re-evaluate the Fees accordingly.
G. Standard of Care: The "Standard of Care"for all professional services performed or furnished by 3J under this Agreement
will be the skill and care used by members of 3J's profession practicing under similar circumstances at the same time
and in the same locality and nothing in this Agreement obligates 3J to provide services that exceed the Standard of Care.
H. Disclaimer of Warranties: Other than exercising the Standard of Care, 3J makes no warranties under this
Agreement or otherwise, in connection with 3j's services and disclaims any warranty of merchantability,
warranty of fitness for a particular purpose, warranty of title, or warranty against infringement of intellectual
property rights of a third party, whether express or implied by law, course of dealing, course of performance,
usage of trade, or otherwise. If at any time 3J fails to meet the Standard of Care, 3J's liability shall be limited to
re -performance of the Work that did not meet the Standard of Care, or reimbursement of an appropriate
portion of the fee charged for such Work, in 3J's sole discretion.
I. Assignment: Neither this Agreement nor any of the rights, interests, or obligations under this Agreement maybe assigned
by CLIENT without the prior written consent of 3J, which consent will not be unreasonably withheld. 3J may freely assign
this Agreement to any successor in interest.
J. Termination: Either CLIENT or 3J may terminate this Agreement by giving thirty (30) days written notice to the other party.
In such event, CLIENT shall immediately pay 3J in full for all the Work previously authorized and performed prior to the
effective date of termination. 3J need not give thirty (30) days notice if the reason for termination is non-payment by
CLIENT.
K. Suspended Work: If CLIENT suspends the Work for more than thirty (30) days, 3J shall have the right to revisit the Scope
of Services and/or Fees and make reasonable adjustments to account for staff remobilization, Project scope or design
criteria changes, building code revisions, updated studies or reports, electronic project model updates due to revisions
or updates in computer software, drafting project updates, staff compensation, firm overhead changes, insurance
requirement changes, or other expenses as deemed by 3J to be related to the Project. The original Scope of Services
and Fees may be revised in their entirety pursuant to an addendum to this Agreement (each, a "Contract Addendum").
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L. Dispute Resolution: CLIENT and 3J agree that they shall first submit any and all unsettled claims, counterclaims, disputes,
and other matters in question between them arising out of or relating to this Agreement, or the Project, to mediation in
accordance with the Construction Industry Mediation Rules of the Arbitration Service of Portland, effective as of the
date of this Agreement. If mediation does not resolve any and all disputes, the parties agree that upon formal
termination of the mediation, either 3J or CLIENT may assert a claim against the other in any competent court located
in Washington County, OR. Notwithstanding the foregoing, lien perfection, collection claims and suits for injunctive
relief may be filed by 3J at any time in any court having jurisdiction over the Project.
M. Collection Expenses: CLIENT shall be liable for any expenses incurred by 3J to collect any past due sum owed to 3J by
CLIENT and shall promptly reimburse 3J for all such expenses in addition to all other charges due under this Agreement,
including attorneys' fees and collection fees.
N. Controlling Law, Jurisdiction and Venue: This Agreement shall be governed by the laws of the State of Oregon under the
exclusive jurisdiction of the courts located in Washington County, Oregon, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any suit, action or proceeding arising under this Agreement.
O. Ownership of Documents: All documents, written work product, renderings, images, electronic files, etc. prepared or
furnished to CLIENT by 3J pursuant to this Agreement are instruments of 3J's professional service ("Work Product"), and
3J retains all ownership, intellectual property, copyright and other interests therein. 3J grants CLIENT a limited license
for CLIENT and its authorized agents to use Work Product for the sole purpose of construction, occupying, and
maintaining the Project. CLIENT's license to use Work Product for the Project shall be automatically revoked upon any
default by CLIENT of any of the terms or obligations of this Agreement or any other contract between 3J and CLIENT,
including, without limitation, the CLIENT's obligation to pay 3J. Reuse or modification of any Work Product by CLIENT,
without 3J's written permission, shall beat CLIENT's sole risk, and CLIENT agrees to indemnify and hold 3J harmless from
all claims, damages, and expenses, including attorney's fees, arising out of such reuse or modification by CLIENT or by
others acting on behalf of or through CLIENT.
P. Confidentiality: Subject to the license granted pursuant to Section O, CLIENT agrees to keep Work Product and all
confidential or proprietary information of 3J disclosed to CLIENT in the course of performing the Work (including without
limitation, trade secrets, know-how, technology, business operations and strategies, information pertaining to
customers, pricing and marketing, and any information which if disclosed, would undermine 3J's competitive advantage)
strictly confidential and shall secure such confidential information in at least as secure a manner as its own highly
confidential information.
Q. Use of Electronic Media: Copies of documents that may be relied upon by CLIENT are limited to the physically printed
copies (also known as hard copies) that are signed or sealed by 3J, or digitally signed files that are not invalidated or
modified. Files in electronic format or text, data, graphic or other types that are furnished by 3J to CLIENT are for
convenience of CLIENT only, unless they are digitally signed, validated, and not modified. Any conclusion or information
obtained or derived from such electronic files will be at the user's sole risk. When transferring documents in electronic
media format (including those that are digitally signed), 3J makes no representations as to long-term compatibility,
usability, security (i.e. viruses or other electronic threats), or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware differing from those in use by 3J at the beginning of
the assignment.
R. Lien Rights: 3J may perform or discharge any and all procedures, acts, notices, and filings to perfect its lien rights under
the applicable state law, notwithstanding any limits or requirements established by Sections Q or S.
S. Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that any delay or failure in the
performance of its obligations (other than for payment obligations) results from any cause beyond its reasonable
control and without any negligence on the part of the performing party or its agents or representatives; provided that
the impacted party shall use diligent efforts to mitigate the effect of any such cause and reduce or end the delay or
failure and shall resume its performance as soon as reasonably possible after the removal of the cause.
T. Indemnification: CLIENT and 3J each agree to indemnify and hold the other harmless, and their respective officers,
employees, agents, and representatives, from and against liability for all claims, losses, damages, and expenses
specifically excluding attorneys' fees and costs, but only to the extent such claims, losses, damages, or expenses are
caused by the indemnifying partys negligent acts, errors or omissions (or those of any of its respective agents or
representatives) in relation to the Project, or claims of copyright or patent infringement arising from the use of any
documents provided by any previous design firm. In the event claims, losses, damages, or expenses are caused by the
joint or concurrent negligence of CLIENT and 3J, liability therefor shall be borne by each party in proportion to its
respective negligence.
U. Statute of Limitations: Any and all claims and/or causes of action between the parties arising out of or relating to this
Agreement shall be brought by either party within two (2) years of the sooner of (i) substantial completion of the
Project or (ii) termination of this Agreement or the Project.
V. Notice of Claim: CLIENT shall provide 3J written notice of any potential claim, or facts that CLIENT is aware of that could
result in a claim, against 3J within ten (10) days after the date of the occurrence of the event causing the potential
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claim or discovery of the facts as a condition precedent to any recovery from 3J. CLIENTs failure to provide such
notice shall constitute waiver of any potential claim.
W. Integration; Amendments: This Agreement represents the entire and integrated agreement between CLIENT and 3J
regarding the Project, and supersedes all prior and contemporaneous negotiations, representations or agreements,
either written or oral. This Agreement may be amended only by a Contract Addendum or other written instrument
signed by both parties.
X. No Waiver: No waiver by 3j of any of the provisions of this Agreement is effective unless expressly set forth in writing
and signed by 3J. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising under
this Agreement may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or
privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power
or privilege.
Y. Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction.
Z. Survival: Notwithstanding any termination or expiration of this Agreement, the provisions of these General Terms,
which by their nature should survive expiration or termination of this Agreement in order to give full and proper effect
to its intent, will remain in full force and effect after any such expiration or termination of this Agreement.
AA. Subconsultants: CLIENT agrees to and may have input on the subconsultants used by 3j in connection with the Project
or Projects. 3j shall not enter into any subcontracts for any of the work required by this Agreement without prior
written notice.
BB. No Third Party Beneficiaries: CLIENT and 3J are the only parties to the Agreement and are the only parties entitled to
enforced its terms. Nothing in the Agreement gives, is intended to give, or shall be construed to give or provide any
benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually
identified by name in the Agreement and expressly described as intended beneficiaries of the terms of the
Agreement.
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APPENDIX A —CONCEPTUAL LAYOUT PLAN
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