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HomeMy WebLinkAbout069-25 - N.L. Olson & Associates, Inc. - ContractDocusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D Port Orchard Contract #: 069-25 Authorized Amount: $7,000.00 Date Start: 8/11/2025 Date End: 9/30/2025 PROFESSIONAL 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 N.L. Olson & Associates, Inc. ("Consultant") organized under the laws of the State of Washington located and doing business at 2453 Bethel Avenue Port Orchard, WA 98366 (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 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 1 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 2. Compensation. The City shall pay the Consultant for services rendered according to the rates and methods set forth below. ❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum of $______________ X TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $7,000.00 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 ❑ 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 2 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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. A. This Agreement shall be in full force and effect for a period commencing on 8/11/2025 and ending 9/30/2025 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 3 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D 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 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 4 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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: 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 of Insurance. Consultant shall maintain the following insurance limits: 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 5 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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. 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 City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 6 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D 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. 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) City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 7 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D 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. 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 City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 8 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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. 20. 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. City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 9 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 21. 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. 22. 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. 23. 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 BwaIlace@cityofportorchard.us Phone: 360.876.4407 Fax: 360.895.9029 Notices to the Consultant shall be sent to the following address: N. L Olson & Associates, Inc 2453 Bethel Avenue Port Orchard, WA 98366 360-870-2284 Billing: Edie Baglio ebaglio@nlolson.com Project Questions and Comments: David Myhill, PLS dmyhill@nlolson.com City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 10 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 24. 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. 25. 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. 26. 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 City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 11 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D 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 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. 27. 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. 28. 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 of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 12 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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 By: David Myhill, PLS Title Siirvp. flirmctor 2025.08.06 Date: 1'1:'l7: n�v '.' City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR CITY OF PORT ORCHARD Signed by: Doti P4MJn Sluff. By �124� Robert Putaansuu, Mayor Date: 8/7/2025 ATTEST/AUTHENTICATE _1 kctL Brandy Wallace, MMC, City Clerk APPROVED AS TO FORM Signed by: Port Orchard City Attorney's Office Page 13 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 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 VI, City of Port Orchard and N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 14 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D 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 N.L. Olson & Associates, Inc. Public Works Project: Survey 1333 Lloyd Parkway Updated 4/2022 JBDR Page 15 of 15 Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D aiA N.L. Olson &Associates,INC. Engineering, Planning & Land Surveying July 31, 2025 Denis Ryan, Director of Public Works City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 RE: ALTA/NSPS Survey at 1333 Lloyd Parkway Denis: N.L. Olson & Associates, Inc. (NLO) is pleased to submit this offer of professional services to the City of Port Orchard. NLO proposes to perform an ALTA/NSPS survey according to the minimum standards published in 2021 by ALTA and NSPS on the property located at 1333 Lloyd Parkway, Port Orchard. Said survey will include Table A Items 1, 2, and 13, and will be certified to the City of Port Orchard. We expect to be able to mobilize the field effort within 3 days of notice to proceed, complete the field work in a week's time, with the map to follow at the end of the following week. Please inform NLO of deadlines or critical dates that need to be met, and every possible effort will be done to meet those deadlines. We are uniquely situated to perform these services in a timely and efficient manner. Please see the attached Professional Services Agreement for our formal offer of our services and the estimated costs. Sincerely, David Myhill PLS Survey Department Manager NL Olson & Associates, Inc. 2453 Bethel Avenue, Port Orchard, Washington 98366 Phone (360) 876-2284 • www.nlolson.com Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D A 2453 Bethel Avenue AIA N.L. Olson & Associates, INC. Port Orchard, WAB98366 360-876-2284 Engineering, Planning & Land Surveying www.nlolson.com PROFESSIONAL SERVICES AGREEMENT Date: 7/31/2025 Client: City of Port Orchard c/0 Denis Ryan, Public Works Director 216 Prospect Street Port Orchard, Washington 98366 PROJECT NAME OR TYPE: Lloyd Parkway ALTA for the City of Port Orchard SERVICES AND FEES Phone: 360-876-7034 Cell: Email: dryan@portorchardwa.eov On behalf of the client, N.L. Olson & Associates, Inc. (NLO) shall perform the following services: • ALTA/NSPS Survey according to the 2021 Minimum Standards, including Table A Items 1, 2, and 13. (Set or recover corner monuments, Address of Property, and Adjoiner's names.). Certified to the City of Port Orchard. • It is evident from our initial research that the site has evidence of encroachments, and the Survey Recording Act of Washington requires that we create a recordable map and have said map recorded with the County. • Deliverables: O Digitally signed PDF of the survey (with hard copies available upon request) O Record of Survey presented to the County Auditor. Assumptions: ALTA/NSPS 2021 Minimum Standards, Right of Entry, Title Report to be provided by the City. N.L. Olson & Associates, Inc. agrees to perform the services for or at the following location: 1333 Lloyd Parkway, Tax Parcel #5392-000-002-0003 (Lot 2 of Port Orchard Industrial Park Division 1) The fee arrangement under which the client agrees to compensate N.L. Olson & Associates, Inc. is as follows: Time and Materials according to attached Exhibit B Fee Schedule. Estimated costs are $7,000. We can start field work within 3 days of notice to proceed. Costs associated with recording the survey with Kitsap County will be paid directly to Kitsap County and are estimated to be less than $450. Receipt of this signed Professional Services Agreement, along with a retainer in the amount of $0.00, shall serve as authorization to proceed on a Time and Materials Basis per Exhibit B, Attached. PLEASE NOTE: ALL STATE, CITY AND COUNTY FEES ARE NOT INCLUDED IN THIS CONTRACT AMOUNT TERMS AND CONDITIONS This AGREEMENT between the parties consists of the scope of services described above, the attached GENERAL TERMS AND CONDITIONS. Together, these elements will constitute the entire AGREEMENT superseding any and all prior negotiations, correspondence, or agreements either written or oral. Any changes to this AGREEMENT must be mutually agreed to in writing. This agreement was developed to be fair and reasonable to both parties. The CLIENT should understand when signing that modern construction creates risks, which cannot be eliminated through the services N.L. Olson & Associates, Inc. Therefore, in signing this agreement the CLIENT understands that is not providing a warranty or assurance as to the performance of the project. Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D Page 2 of 4 Responsibility of the Client The CLIENT shall provide all information in its possession, custody, or control, regarding site surface and subsurface conditions, its present use, prior uses, or information about the site that may relate to civil engineering services provided, including, but not limited to, the following: i. A legal description of the site, and or accurate boundary lines shown on a map or drawing; ii A description of any and all activities which were conducted at the site at any time by the CLIENT or by any person or entity including subsequent owners which would relate to civil Engineering services provided by N.L. Olson & Associates, Inc. iii. Identification of the type and location of all utilities, both above ground and underground including active or abandoned underground storage tanks or other underground structures or features, the routing thereof and know surface expressions of such features. Standard of Care Topographic, surface, and subsurface geologic conditions in the state of Washington are unique as compared to other regions in the United States. Services conducted by N.L. Olson & Associates, inc. under the agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the civil and geotechnical profession practicing in the same locality under similar conditions. No other representations, express or implied and no warranty or guarantee is included in the agreement, or in any report, opinion, document, or otherwise. Limits of Liability The CLIENT agrees to limit liability of N.L. Olson & Associates, Inc. and their employees for injury or loss arising from professional errors or omissions to a maximum of $50,000 or N.L. Olson & Associates, Inc. fee, whichever is greater. Total aggregate liability of all those named including subcontractors shall not exceed $50,000. If the CLIENT is not willing to limit liability as indicated above, upon written request prior to the commencement of services, an increase in the limit of liability may be negotiated for an additional fee. Limitations on liability and indemnities are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort (including negligence), strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence. Parties mean the CLIENT and N.L. Olson & Associates, Inc. their officers, employees, agents, affiliates, and subcontractors. The parties also agree that the CLIENT will not seek damages in excess of the limitations indirectly through suits with other parties who may join as a third -party defendant. Both CLIENT and N.L. Olson & Associates, Inc. agree that they will NOT be liable to each other, under any circumstances, for special, consequential, or punitive damages arising out of or related to the professional services provided. Insurance N.L. Olson & associates, Inc. shall maintain throughout the duration of this agreement general liability insurance in the amount of $2,000,000 aggregate, $2,000,000 per occurrence and a professional liability policy in the amount of $2,000,000 for each claim and aggregate. Disputes: In the event of any dispute arising out of this agreement, the parties agree to submit the dispute to non -binding mediation. In any action brought for such dispute, the prevailing party shall be entitled to recover its reasonable costs and attorney fees. Ownership of Documents The client has right of ownership of deliverable documents as specified in the agreement. All design, survey, mapping documents, calculations, notes or other tangible and intangible documentation including electronic media completed by N.L. Olson & Associates, Inc. are instruments of service in the performance of the agreement. Electronic media of the design, survey, study, or mapping remains in the possession of N.L. Olson & Associates, Inc. Third Parties Professional services provided by N.L. Olson & Associates, Inc. including the creation of deliverables/professional reports under the professional services agreement are for the express purpose of the CLIENT and their agents with specific application to the project site and within the specific limitations that the scope of professional services was based on. Nothing contained herein shall confer any rights upon or create any duties on the part of N.L. Olson & Associates, Inc. toward any persons or entities not a part of this agreement. The opinions and recommendations contained in any reports or documents are null and void if used for any purposes other than those under which the agreement was created. Reliance thereon by third parties not an express party or intended party to the agreement is at their own risk. Cost Opinions: Any cost estimates or project cost evaluations provided by N.L. Olson & Associates, Inc. will be on a basis of experience, judgment, and on estimated market conditions at the time the estimate is provided. The client recognizes that N.L. Olson & Associates, Inc. has no control over market or bidding conditions, and that N.L. Olson & Associates, Inc. cannot warrant that actual bids or construction cost, will not vary from these estimates; the client waives any claim and agrees to defend, indemnify, and hold N.L. Olson & Associates, Inc. harmless for injury or loss including cost of defense that may arise from the accuracy or inaccuracy of such opinions. Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-OOCF9EE2F08D Page 3 of 4 Retainer: The retainer fee will be held in your account. Earned fees will be applied as the work is completed. At the time the agreed scope of work is completed, any difference between the actual costs of the work performed on a "time and materials basis" will be returned or billed on your final billing(s). Payment: Invoice/statements are prepared every month and are due upon receipt of invoice / statement. Interest will be charged at the rate of 1.5% per month for payments not received within 30 days of date of invoice. At times when little work is performed, statements may be submitted less often to minimize bookkeeping. Before preliminary or final plans are submitted to reviewing agencies or to the client, ALL progress billings to date must be paid in full. Submittals will not be made, and no additional work will be completed until payment is received. Hourly Fee Schedule: Charging for civil engineering, geotechnical engineering, surveying, and planning services on an hourly basis is recommended when the scope of services is not readily defined, the scope is subject to change, or special or changed conditions are anticipated. If one of these conditions are encountered or selected the hourly charges will be determined as follows: The hourly charges for engineering, surveying, and planning are based on the hourly wage listed on the attached schedule of charges (Exhibit B). Expert testimony, depositions, or any other sworn legal testimony on behalf of the client will be charged at expert witness rates on an hourly basis with a minimum charge of 8 hours. All work performed in preparation for court appearance or other litigation support will be charged at the appropriate staff class hourly rate. Reimbursable Expenses: Reimbursable expenses are in addition to compensation for the professional services described. Reimbursable expenses are the minor expenses incurred by N.L. Olson & Associates, Inc. and their employees during the execution of this agreement. See Exhibit B for a listing of reimbursable expenses. Termination: This agreement may be terminated for convenience by either party on 30 days written notice; or in the event of breach of any portion of the agreement or in the event of substantial failure performance by either party or the client suspends work for more than three (3) months. On termination, N.L. Olson & Associates, Inc. will be paid for all authorized work performed up to the termination date plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records and reports necessary to document job status at the time of termination; reassignment of personnel; subcontract termination costs; and related closeout costs. Collection In case suit or action is initiated, or in case this contract is placed in the hands of an attorney for collection of amounts owing for work authorized herein, or any portion thereof, or for any other breach by client or agent or other property owner, the client agrees and promises to pay such additional sum as the court may adjudge reasonable as attorney's fees and costs associated with collection activity or related legal action. The venue for any such suit or action may be laid at the option of N.L. Olson & Associates, Inc. in Kitsap County District or Superior court in Kitsap County, Washington. Liens: The work contemplated herein shall, when performed, constitute an improvement to real property and the entire parcel of real property may be subjected to a labor or materialmen's lien in the event of non-payment pursuant to RCW. Chapter 60.48. N.L. Olson & Associates, Inc. understands that the client may not be the owner or interest holder in real property described in the agreement. Nevertheless, by providing right of entry, the client warrants that they have express or implied authority to act on behalf of the property owner or interest holder. As a result, the property owner or interest holder, through the client, hereby agrees, that services to be provided by N.L. Olson & Associates, Inc. constitute a benefit and or improvement to said owner's property, including but not limited to a future sale, and said owner or interest holder further agrees that the lien hereinabove referred to may be placed against the entire parcel of real property. The client, and property owner or interest holder of the property acknowledges by authorizing the scope of services that he understands and has been notified that a lien may be claimed for work done or materials furnished under the agreement, and hereby waives further notice. Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D Page 4 of 4 Changed/Special Conditions: The "approximate cost of work" has been determined on the basis of expected normal conditions for the work. The final cost of the work may vary considerably depending on the actual conditions encountered during the performance of the work. If during the execution of the work described in this agreement, changed or special conditions are encountered which could not have been reasonably anticipated, N.L. Olson & Associates, Inc. will perform the additional work associated with the changed or special condition on a time and material basis. The performance of this work is considered an additional cost and is in addition to the previously agreed upon compensation. The client will be notified, and approval granted prior to the execution of this additional work. Frequent and common changed or special conditions that can affect the scope of professional services are discovery of encroachments on property, unknown subsurface conditions, and non-standard conditions of approval placed on the project by the reviewing agencies. Severability and Survival: If any of the provisions contained in these general terms and conditions or the agreement are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Independent Contractor Each party shall be fully independent in performing the WORK and shall not act as an agent or employee of the CLIENT. N.L. Olson & Associates, Inc. shall be solely responsible for its employees, subcontractors, and agents and for their compensation, benefits, contributions, and taxes, if any. Assignment Neither party to this AGREEMENT shall assign its duties and obligations hereunder without the prior written consent of the other party. Force Maieure N.L. Olson & Associates, Inc. shall not be responsible for any delay or failure, unless otherwise originally considered as a design parameter, of performance of any part of this AGREEMENT to the extent such delay or failure is caused by fire, flood, explosion, war, terrorist attack, strike, embargo, change in government requirements, civil or military authority, acts of God, act or omission of subcontractors, carriers, customer, or other similar causes beyond its control. Integration and Entire Agreement This AGREEMENT and the documents attached hereto, and which are incorporated herein, constitute the entire AGREEMENT between the parties and cannot be changed except by written instrument signed by N.L. Olson & Associates, Inc., and the CLIENT. This AGREEMENT is intended by the parties as the final, complete, and exclusive expression of the terms and conditions of their agreement. Acceptance of Pr000sal/ Authorization to Proceed: I HAVE READ AND UNDERSTAND THE PROPOSED SERVICES, TERMS, SCHEDULE OF CHARGES, AND THE GENERAL CONDITIONS IN AND ATTACHED TO THIS AGREEMENT, THIS SCOPE OF WORK PROPOSAL COMPRISES THE ENTIRE AGREEMENT, AND THERE ARE NO OTHER ORAL AGREEMENTS OR UNDERSTANDINGS THAT HAVE BEEN MADE OR ENTERED INTO THAT COULD MODIFY THIS AGREEMENT. I HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. I HEREBY AUTHORIZE N.L. OLSON & ASSOCIATES, INC., TO PERFORM THE SCOPE OF WORK DESCRIBED HEREIN, AND I AGREE TO BE RESPONSIBLE FOR THE PAYMENT OF CHARGES FOR SAID WORK. 07/31/2025 CLIENT Signature (or client representative) DATE (For) N.L. OLSON & ASSOC., INC. DATE David Myhill, PLS (Survey Manager) PLEASE PRINT NAME Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D 7/30/25, 1:45 PM Map Scale: 1 : 1,200 H ** This map is not a substitute for field survey ** � 4 100 ft Kitsap County Parcel Search Print 332.5 Printed: Wednesday. Jul 30, 2025 Comments " 7857 W � E S Docusign Envelope ID: C8ADF748-CAFD-4B24-83B7-00CF9EE2F08D Page 5 of 5 A N.L. OLSON & ASSOCIATES, INC. FEE SCHEDULE (Effective January 2025) EXHIBIT B Af.A Classification Hourly Rate Office Staff Principal Engineer $ 220.00 Project Engineering Manager $ 200.00 Sr. Project Engineer $ 180.00 Surveyor, PLS $ 200.00 Project Surveyor $ 155.00 Sr. Design Engineer $ 155.00 Design Engineer II $ 140.00 Design Engineer I $ 115.00 Sr. Geologist $ 130.00 Geologist $ 110.00 Staff Geologist $ 105.00 Sr. Drafter $ 105.00 Drafter $ 85.00 Field Technician $ 100.00 Permit Coordinator $ 110.00 Support Staff $ 80.00 Field Crew -Survey Field Crew - 2 Person $ 220.00 Field Crew - 1 Person Robotic $ 160.00 GPS - 1 Person $ 160.00 Party Chief $ 130.00 Instrument Operator $ 90.00 EXTRA EXPENSE SCHEDULE EXPENSE DESCRIPTION COST MILEAGE Company Vehicle Current Rate Individual Vehicle Current Rate Ferry Current Rate REPRODUCTIVE FEES Blueprint / Blackline 2.501 sheet Oversized Prints 3.00 / sheet Mylar 8.00 / sheet Extra Copies (Letter Legal - Client Requested) .101 sheet COURIER SERVICES (UPS, Fed Exp., Mailboxes, Etc.) As billed by service w/Admin Charge of 10% added OTHER CONSULTANTS As billed by consultant w/Admin Charge of 10% added EXPERT WITNESS -Testimony, depositions, etc. $400.00/hour