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CONTRACT
CITY OF PORT ORCHARD
Bay Street Overwater Structure Demolition
CONTRACT NO. 072-25
THIS CONTRACT ("Contract") is made and entered into this 12th day of August 2025 by and
between the City of Port Orchard, a municipality incorporated and existing under the laws of
the State of Washington, hereinafter called the "City," and Norland Construction NW, Inc.,
hereinafter called the "Contractor."
WITNESSETH:
I. General Provisions.
A. Description of Work.
The Contractor, in consideration of the covenants, agreements and payments to be performed and
made by the City, hereby covenants and agrees to furnish all labor, tools, materials, equipment and
supplies required for, and to execute, construct and finish in full compliance with the Contract
Documents, Bay Street Overwater Structure Demolition. The Contractor further agrees to
perform all such work for the Contract Price stated in the Contractor's Bid Proposal dated
8/4/2025 attached hereto and incorporated herein by this reference as if set forth in full.
Contractor further represents that the services furnished under this Agreement will be performed
in accordance with and as described in the attached plans and specifications and with the Port
Orchard Municipal Code, the City's Public Works Standards, which includes (but is not limited
to) the 2021 edition of the WSDOT Standard Specifications for Road, Bridge, and
Municipal Construction (which shall apply except where noted otherwise). All of these standards
are by this reference incorporated herein and made a part hereof. Contractor further
represents that the services furnished under this Agreement will be performed in accordance
with generally accepted professional practices within the Puget Sound region in effect at the
time such services are performed.
The Contract Documents include:
Exhibit A -a confirmed copy of the Proposal made by the Contractor on 8/4/2025, together
with the Instructions to Bidders.
Exhibit B — The Project Manual for the Bay Street Overwater Structure Demolition.
Exhibit C — Retainage Options
All Exhibits to this Contract are by this reference incorporated herein and made a part hereof as if
set forth in full.
B. Time of Completion.
Time is of the essence of this Contract. It is agreed that the work covered by this Contract shall
start within 14 calendar days after Notice to Proceed is issued and that all construction shall
be complete within 90 working days after the Notice to Proceed Date.
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C. Liquidated Damages.
It is further agreed that the City will suffer damage and be put to additional expense in the event
that the Contractor shall not have the specified portions of the work completed in all its parts in
the time specified, and as it may be difficult to accurately compute the amount of such damage,
the Contractor expressly covenants and agrees to pay to the City liquidated damages, the sum as
calculated by the equation shown in Section 1-08.9 of the WSDOT Standard Specifications, for
each and every working day said work is not complete beyond the time shown in the Proposal.
II. Non -Discrimination.
During the performance of this Contract, the Contractor, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to compliance with the following 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;
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Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, you must take reasonable steps to -ensure that LEP persons have meaningful
access to your programs (70 Fed. Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
Title VI of the Civil Rights Act of 1964
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
ensure that its contracts comply with these regulations.
Also, in accordance with Title VI, the City is required to include the following clauses in every
contract subject to Title VI and its related regulations.
Therefore, during the performance of this Contract, the Contractor, for itself, its assignees, and
successors in interest agrees as follows:
1. Compliance with Regulations: The Contractor will comply with the Acts and the
regulations relative to Nondiscrimination in Federally -assisted programs of the U.S.
Department of Transportation, Federal Highway Administration (FHWA), as they may be
amended from time to time, which are herein incorporated by reference and made a part of
this Contract.
2. Nondiscrimination: The Contractor, with regard to the work performed by it during this
Contract, will not discriminate on the grounds of race, color, national origin, sex, age,
disability, income -level, or LEP in the selection and retention of subcontractors, including
procurements of materials and leases of equipment. The Contractor will not participate
directly or indirectly in the discrimination prohibited by the Acts and the Regulations as
set forth in Appendix A, attached hereto and incorporated herein by this reference,
including employment practices when this Contract covers any activity, project, or program
set forth in Appendix B of 49 C.F.R. part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment:
In all solicitations, either by competitive bidding, or negotiation made by the Contractor
for work to be performed under a subcontract, including procurements of materials, or
leases of equipment, each potential subcontractor or supplier will be notified by the
Contractor of the Contractor's obligations under this Contract and the Acts and the
Regulations relative to Non-discrimination on the grounds of race, color, national origin,
sex, age, disability, income -level, or LEP.
4. Information and Reports: The Contractor will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit
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access to its books, records, accounts, other sources of information, and its facilities as may
be determined by the City or the FHWA to be pertinent to ascertain compliance with such
Acts, Regulations, and instructions. Where any information required of the Contractor is
in the exclusive possession of another who fails or refuses to furnish the information, the
Contractor will so certify to the City or the FHWA, as appropriate, and will set forth what
efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the
Non-discrimination provisions of this Contract, the City will impose such contract
sanctions as it or the FHWA may determine to be appropriate, including, but not limited
to:
1. withholding payments to the Contractor under the Contract until the Contractor
complies; and/or
2. cancelling, terminating, or suspending the Contract, in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations and directives issued pursuant
thereto. The Contractor will take action with respect to any subcontract or procurement as
the City or the FHWA may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is
threatened with litigation by a subcontractor, or supplier because of such direction, the
Contractor may request the City to enter into any litigation to protect the interests of the
City. In addition, the Contractor may request the United States to enter into the litigation
to protect the interests of the United States.
III. Public Records Act Chapter 42.56 RCW
Contractor understands that her/his bid response documents, and any contract documents may be
subject to release under the Public Records Act Chapter 42.56 RCW and the City may be required
to disclose such documents upon a request. Contractor acknowledges that s/he has been advised to
mark any records believed to be trade secrets or confidential in nature as "confidential." If records
marked as "confidential" are found to be responsive to the request for records, the City as a
courtesy to the Contractor, may elect to give notice to Contractor of the request so as to allow
Contractor to seek a protective order from a Court. Contractor acknowledges and agrees that any
records deemed responsive to a public records request may be released at the sole discretion of,
and without notice by, the City.
IV. Termination
The City may terminate this contract for cause or for convenience.
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Termination for Cause. The City may, upon 7 days written notice to Contractor and to its
surety, terminate (without prejudice to any right or remedy of the City) the contract, or any
part of it, for cause upon the occurrence of any one or more of the following events:
Contractor fails to complete the work or any portion thereof with sufficient diligence to
ensure substantial completion of the work within the contract time; Contractor is adjudged
bankrupt, makes a general assignment for the benefit of its creditors, or a receiver is
appointed on account of its insolvency; Contractor fails in a material way to replace or
correct work not in conformance with the Contract Documents, Contractor repeatedly fails
to supply skilled workers or proper materials or equipment; Contractor materially
disregards or fails to comply with laws, ordinances, rules, regulations, or orders of any
public authority having jurisdiction; or Contractor is otherwise in material breach of any
provision of the contract. Upon termination, the City may, at its option, take possession of
or use all documents, materials, equipment, tools, and construction equipment and
machinery thereon owned by Contractor to maintain the orderly progress of, and to finish,
the work, and finish the work by whatever other reasonable method it deems expedient.
Termination for Convenience. The City may, upon written notice, terminate (without
prejudice to any right or remedy of the City) the contract, or any part of it, for the
convenience of the City.
Settlement of Costs. If the City terminates for convenience, Contractor shall be entitled to
make a request for an equitable adjustment for its reasonable direct costs incurred prior to
the effective date of the termination, plus a reasonable allowance for overhead and profit
on work performed prior to termination, plus the reasonable administrative costs of the
termination, but shall not be entitled to any other costs or damages, whatsoever, provided
however, the total sum payable upon termination shall not exceed the Contract Sum
reduced by prior payments.
V. Corporate Surety Bond
With this Contract, Contractor is furnishing a Corporate Surety Bond in the amount of
Dollars ($ ) with
as Surety, to ensure full compliance, execution and performance of this
Contract by the Contractor in accordance with all its terms and provisions.
VI. Independent Contractor.
The parties intend that an Independent Contractor -Employer Relationship will be created by this
Agreement and that the Contractor has the ability to control and direct the performance and details
of its work, the City being interested only in the results obtained under this Agreement.
VII. Employment of State Retirees.
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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.
VIII. Chances.
The City may issue a written change order for any change in the Contract work during the
performance of this Agreement. If the Contractor determines, for any reason, that a change order
is necessary, Contractor must submit a written change order request to the person listed in the
Notice provision section of this Agreement, within fourteen (14) calendar days of the date
Contractor knew or should have known of the facts and events giving rise to the requested change.
If the City determines that the change increases or decreases the Contractor's costs or time for
performance, the City will make an equitable adjustment. The City will attempt, in good faith, to
reach agreement with the Contractor on all equitable adjustments. However, if the parties are
unable to agree, the City will determine the equitable adjustment as it deems appropriate. The
Contractor shall proceed with the change order work upon receiving either a written change order
from the City or an oral order from the City before actually receiving the written change order. If
the Contractor fails to require a change order within the time specified in this paragraph, the
Contractor waives its right to make any claim or submit subsequent change order requests for that
portion of the contract work. If the Contractor disagrees with the equitable adjustment, the
Contractor must complete the change order work; however, the Contractor may elect to protest the
adjustment as provided in subsections A through E of Section IX entitled, "Claims," below.
The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a
separate acceptance, or (3) not protesting in the way this section provides. A change order that is
accepted by Contractor as provided in this section shall constitute full payment and final settlement
of all claims for contract time and for direct, indirect and consequential costs, including costs of
delays related to any work, either covered or affected by the change.
IX. Claims. If the Contractor disagrees with anything required by a change order, another
written order, or an oral order from the City, including any direction, instruction, interpretation, or
determination by the City, the Contractor may file a claim as provided in this section. The
Contractor shall give written notice to the City of all claims within fourteen (14) calendar days of
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the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the
date the Contractor knew or should have known of the facts or events giving rise to the claim,
whichever occurs first. Any claim for damages, additional payment for any reason, or extension
of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been
waived by the Contractor unless a timely written claim is made in strict accordance with the
applicable provisions of this Agreement.
At a minimum, a Contractor's written claim shall include the information set forth in subsections
A, items 1 through 5 below.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM
WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY
CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING
THAT CLAIM OR CAUSED BY THAT DELAY.
A. Notice of Claim. Provide a signed written notice of claim that provides the following
information:
The date of the Contractor's claim;
2. The nature and circumstances that caused the claim;
3. The provisions in this Agreement that support the claim;
4. The estimated dollar cost, if any, of the claimed work and how that estimate was
determined; and
5. An analysis of the progress schedule showing the schedule change or disruption if
the Contractor is asserting a schedule change or disruption.
B. Records. The Contractor shall keep complete records of extra costs and time incurred as a
result of the asserted events giving rise to the claim. The City shall have access to any of the
Contractor's records needed for evaluating the protest.
The City will evaluate all claims, provided the procedures in this section are followed. If the City
determines that a claim is valid, the City will adjust payment for work or time by an equitable
adjustment. No adjustment will be made for an invalid protest.
C. Contractor's Duty to Complete Protested Work. In spite of any claim, the Contractor shall
proceed promptly to provide the goods, materials and services required by the City under this
Agreement.
D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the
Contractor also waives any additional entitlement and accepts from the City any written or oral
order (including directions, instructions, interpretations, and determination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of
this section, the Contractor completely waives any claims for protested work and accepts from the
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City any written or oral order (including directions, instructions, interpretations, and
determination).
X. Limitation Of Actions.
CONTRACTOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR
CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE
DATE THE CONTRACT WORK IS COMPLETE OR CONTRACTOR'S ABILITY TO FILE
THAT CLAIM OR SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER
LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD.
XI. Warranty.
Upon acceptance of the contract work, Contractor must provide the City a two-year warranty bond
in the amount of twenty percent (20%) of the contract price a form and amount acceptable to the
City. The Contractor shall correct all defects in workmanship and materials within two (2) years
from the date of the City's acceptance of the Contract work, including replacing vegetation that
fails to thrive. In the event any parts are repaired or replaced, only original replacement parts shall
be used —rebuilt or used parts will not be acceptable. When defects are corrected, the warranty
for that portion of the work shall extend for one (1) additional year from the date such correction
is completed and accepted by the City. The Contractor shall begin to correct any defects within
seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does
not accomplish the corrections within a reasonable time as determined by the City, the City may
complete the corrections and the Contractor shall pay all costs incurred by the City in order to
accomplish the correction.
XII. Indemnification.
Contractor 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 all legal
costs and attorney fees, arising out of or in connection with the Contractor's performance of this
Agreement, except for that portion of the injuries and damages caused by the sole negligence of
the City.
The City's inspection or acceptance of any of Contractor's work when completed shall not be
grounds to avoid any of these covenants of indemnification.
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 Contractor and
the City, its officers, officials, employees, agents and volunteers, the Contractor's liability
hereunder shall be only to the extent of the Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided herein
constitutes the contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely
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for the purposes of this indemnification. The parties further acknowledge that they have mutually
negotiated this waiver.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
XIII. Insurance.
The Contractor 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 Contractor, its agents, representative, employees or
subcontractors.
No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described
below:
1. 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.
2. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop gap liability,
independent contractors, products -completed operations, personal injury and advertising
injury, and liability assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form
CG 25 03 11 85. There shall be no endorsement or modification of the Commercial General
Liability insurance for liability arising from explosion, collapse or underground property
damage. The City shall be named as an insured under the Contractor's Commercial General
Liability insurance policy with respect to the work performed for the City using ISO
Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed
Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent
coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
4. Builders Risk insurance covering interests of the City, the Contractor,
Subcontractors, and Sub -subcontractors in the work. Builders Risk insurance shall be on a
all-risk policy form and shall insure against the perils of fire and extended coverage and
physical loss or damage including flood and earthquake, theft, vandalism, malicious
mischief, collapse, temporary buildings and debris removal. This Builders Risk insurance
covering the work will have a deductible of $5,000 for each occurrence, which will be the
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responsibility of the Contractor. Higher deductibles for flood and earthquake perils may be
accepted by the City upon written request by the Contractor and written acceptance by the
City. Any increased deductibles accepted by the City will remain the responsibility of the
Contractor. The Builders Risk insurance shall be maintained until final acceptance of the
work by the City.
B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products -
completed operations aggregate limit.
3. Builders Risk insurance shall be written in the amount of the completed value of
the project with no coinsurance provisions.
C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to
contain, the following provisions for Automobile Liability, Commercial General Liability and
Builders Risk insurance:
1. The Contractor's insurance coverage 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 Contractor's insurance and shall not contribute with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the City.
D. Contractor's Insurance for Other Losses. The Contractor shall assume full responsibility
for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools,
machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's
agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective
fences.
E. Waiver of Subrogation. The Contractor and the City waive all rights against each other
any of their Subcontractors, Sub -subcontractors, agents and employees, each of the other, for
damages caused by fire or other perils to the extend covered by Builders Risk insurance or other
property insurance obtained pursuant to the Insurance Requirements Section of this Contract or
other property insurance applicable to the work. The policies shall provide such waivers by
endorsement or otherwise.
F. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A:VII.
G. Verification of Coverage. Contractor shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the additional
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insured endorsement, evidencing the Automobile Liability and Commercial General Liability
insurance of the Contractor before commencement of the work. Before any exposure to loss may
occur, the Contractor shall file with the City a copy of the Builders Risk insurance policy that
includes all applicable conditions, exclusions, definitions, terms and endorsements related to this
Project.
H. Subcontractors. Contractor shall ensure that each subcontractor of every tier obtain at a
minimum the same insurance coverage and limits as stated herein for the Contractor (with the
exception of Builders Risk insurance). Upon request the City, the Contractor shall provide
evidence of such insurance.
XIV. WORK PERFORMED AT CONTRACTOR'S RISK. Contractor shall take all
necessary precautions and shall be responsible for the safety of its employees, agents, and
subcontractors in the performance of the contract work and shall utilize all protection necessary
for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be
responsible for any loss of or damage to materials, tools, or other articles used or held for use in
connection with the work.
XV. Miscellaneous Provisions.
A. Non -Waiver of Breach. The failure of the City to insist upon strict performance of any of
the covenants and agreements contained in this Agreement, or to exercise any option conferred by
this Agreement in one or more instances shall not be construed to be a waiver or relinquishment
of those covenants, agreements or options, and the same shall be and remain in full force and
effect.
B. Resolution of Disputes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle
any dispute, difference or claim arising from the parties' performance of this Agreement, the
exclusive means of resolving that dispute, difference or claim, shall only be by filing suit
exclusively under the venue, rules and jurisdiction of the Kitsap County Superior Court, Kitsap
County, Washington, unless the parties agree in writing to an alternative dispute resolution
process. In any claim or lawsuit for damages arising from the parties' performance of this
Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or
bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award
provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section XII of this Agreement.
C. Written Notice. All communications regarding this Agreement shall be sent to the parties
at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice hereunder shall become effective three (3) business days after the date of mailing
by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at
the address stated in this Agreement or such other address as may be hereafter specified in writing.
D. Assignment. Any assignment of this Agreement by either party without the written consent
of the non -assigning party shall be void. If the non -assigning party gives its consent to any
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assignment, the terms of this Agreement shall continue in full force and effect and no further
assignment shall be made without additional written consent.
E. Modification. No waiver, alteration, or 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 Contractor.
F. Entire Agreement. The written provisions and terms of this Agreement, together with any
Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other
representative of the City, and such statements shall not be effective or be construed as entering
into or forming a part of or altering in any manner this Agreement. All of the above documents
are hereby made a part of this Agreement. However, should any language in any of the Exhibits
to this Agreement conflict with any language contained in this Agreement, the terms of this
Agreement shall prevail.
G. Compliance with Laws. The Contractor agrees to comply with all federal, state, and
municipal laws, rules, and regulations that are now effective or in the future become applicable to
Contractor's business, equipment, and personnel engaged in operations covered by this Agreement
or accruing out of the performance of those operations.
H. 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.IN
WITNESS WHEREOF the parties hereto have caused these presents to be duly executed.
Signed by:
CI YrgF�I'[)a F,ORCHARD
By:
Robert Putaansuu, Mayor
CONTRACTOR
By:
�a►ias S`a r sn r
Title: (oSI dznk-
Address:
ATTEST:
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM:
Signed by:
�—j
Charlotte Archer, City Attorney
City of Port Orchard 12
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NOTICES TO BE SENT TO:
CONTRACTOR: CITY
NAME:` (,,, ci\(, ictil\*c ,act -,cry ►JL≥ \nc Attn. Denis Ryan, PMP, CPWP-M
ADDRESS: 216 Prospect Street, Port Orchard, WA 98366
TELEPHONE: _-m-37 9 -1353 TELEPHONE 360-876-4991
Email: ty-[, Dryan(?portorchardwa.2ov
With a copy to the City Clerk at the same address
City of Port Orchard 13
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ACKNOWLEDGEMENT
Corporation, Partnership, or Individual
STATE OF _ \0._ n� 1 )
` )ss.
COUNTY OFL eUef Cf1 )
On this 2O day of vSt- , 20 2S , before me, the undersigned, a Notary Public in and
for the. State of Washington, duly commissioned and sworn, personally
;peared I c y„&as 3 r lnv. s,.., , tome known to be the (check one of the following boxes):
rl P r# of k'\e�c\cis Crcr `LN\AC, the
corporation,
a
partnership,
o individual,
of
the
that executed the foregoing instrument to be the free and voluntary act and deed of saidIcorporation, o
partnership, o individual for the uses and purposes therein mentioned, and on oath stated that 'he nshe
was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
♦♦��F�GR M !.4 y
♦ /
\\ '�\ .•�, EXp, �••. /i
NOTARY Nom:
N .Z
PUBLIC ?
•••;N •NO.•••• \� \llgg
Notary Seal with Ink Stamp
NOTARY PUBLIC,
in and for the State of Washington
Residing at l r 7nsenc1
My Commission expires: t
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