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HomeMy WebLinkAbout074-25 - Krazan & Associates, Inc. - ContractDocusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA ff(XaZarz &ASSOCIATES,INC. GEOTECHNICAL ENGINEERING • ENVIRONMENTAL ENGINEERING CONSTRUCTION TESTING & INSPECTION July 30, 2025 Mr. Dennis Ryan CITY OF PORT ORCHARD 216 Prospect Street Port Orchard, Washington, 98366 Proposal No. E25037WAP Phone: (360)-874-5536 Email: dryan@portorchardwa.gov RE: Phase I Environmental Site Assessment — ASTM E1527-21 "AAI" Lloyd Parkway Property Assessor Parcel Number (APN): 5392-000-002-0003 133 Lloyd Parkway Port Orchard, Washington 98367 Dear Mr. Ryan: Krazan & Associates, Inc. (Krazan) appreciates the opportunity to submit this Proposal/Cost Estimate to conduct a Phase I Environmental Site Assessment (ESA) for the referenced parcel (subject site). Krazan has been conducting engineering and environmental inspection services for over 30 years. PURPOSE AND SCOPE The Phase I ESA will be conducted in accordance with the current American Society for Testing and Materials (ASTM) Standard Practice for Environmental Site Assessments (E1527-21) in accordance with the November 2005 Final Rule entitled "Standards and Practice for All Appropriate Inquiries" (AAI) as published by the U.S. Environmental Protection Agency (EPA). COST AND TIMELINE The Phase I ESA report can be completed within (15) business days (dependent on FOIA returns) upon Krazan's receipt of written authorization to commence work for a lump sum/fixed fee of $3,100.00. The ESA will be conducted in accordance with Krazan's Terms and Conditions described in the attached agreement. Optional Environmental Lien Search: $195 for the first parcel and $90 for each parcel thereafter (identified by APN or address and depending on potential identification of separate property owners) in addition to Phase I ESA costs through AFX Corp, Inc. Costs for Environmental Lien Searches are optional and were not specified in estimated costs in this proposal. Please refer to the User's Responsibilities for an explanation of the optional Environmental Lien Search. Please indicate below whether you accept or decline the Environmental Lien Search option for an additional fee: Consultant is hereby authorized to conduct Environmental Lien Search(s) by engagement of a title professional as an addition to the scope of services. Client hereby waives, and specifically directs Consultant to exclude, the performance of Environmental Lien Search(es). Offices Serving the Western United States 1230 NW Finn Hill Road, STE A • Poulsbo, Washington 98370 • (360) 598-2126 • Fax (360) 598-2127 Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA Krazan & Associates Inc. DELIVERABLES Proposal No. E25037WAP Lloyd Parkway Property — Phase 1 ESA July 30, 2025 Pace 2 Final copies of the Phase I ESA report will include one electronic copy. A bound hard copy is available upon request. RELIANCE At the request of the City of Port Orchard, we will issue a reliance letter authorizing a third party to rely on the contents of our report in support of your obtaining funding for the subject site. This reliance letter will be issued at no additional cost to you. Reliance letters may also be issued at Krazan & Associates' discretion for additional lenders and/or parties requiring reliance on the content of our report for an additional fee equal to 10 percent of the cost for the report per relying party. Reliance letters will be issued in our standard format and will condition the authorization to rely on our report based on the third parties' agreement to be bound to the terms and conditions of the Agreement between the City of Port Orchard and Krazan & Associates as if the contract had been entered into by them directly. Krazan & Associates reserves the right to reject any requirement that we adopt and issue forms of reliance letters provided by lenders without the right to modify the document to comply with our business practices. AUTHORIZATION If this proposal meets with your approval, please sign and return the Agreement to us as our authorization to proceed. Please note that the limitation of liability clause under the heading of Risk Allocation on the enclosed Agreement is an integral part of our proposal and fee structure. This limitation of liability shall apply for services provided by Krazan & Associates on the subject project regardless of the form of agreement ultimately executed. The amount of the limitation may be negotiated for an additional fee. If a higher limitation is desired, please contact our office so a revised proposal can be prepared. Upon receipt of the signed contract, we will execute the Agreement and return a signed original for your files. Signing of the Agreement will indicate that an authorized agent of the City of Port Orchard, has reviewed the scope of services and determined that they do not need or want more services than are being proposed at this time. If there is a need for any change in the scope of services or schedule described in the proposal or in the standard contract, please call us immediately. Changes may require revision of the estimated fees. In the event that the work is to be performed under an agreement originated by the City of Port Orchard, the agreement or contract must be for the contracting of professional services. We request that a copy of the form of agreement be provided as soon as possible so that we can have an opportunity to review the terms without impacting scheduling of our services. Where work is to be authorized by Purchase Order, the Purchase Order must specifically incorporate this proposal by reference. By issuing a Purchase Order authorizing our services, it is agreed that the terms of the Purchase Order shall be null and void even where stated otherwise on the Purchase Order and that the terms of the attached Contract shall prevail. Should we be requested to start work prior to our receipt of a signed contract, your request to initiate services, which must be provided by fax or email, will indicate express or implied acceptance of the terms and conditions of our attached Agreement. Krazan & Associates, Inc. Offices Serving the Western United States Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA Krazan & Associates Inc. ADDITIONAL SERVICES Proposal No. E25037WAP Lloyd Parkway Property — Phase 1 ESA July 30, 2025 Pace 3 If additional services beyond those specifically included in our scope of services presented above are required, such as consultation with regulators beyond that typically included in the scope of services presented above, project meetings, review of data submitted after issuance of our report, collection of test specimen, laboratory tests or analyses, our fees for those services will be billed on a time and materials basis and under the terms and conditions of the Agreement established for our services on the project. Provision of additional services beyond the tasks originally contemplated at the time our proposal was issued may require your written authorization prior to our proceeding. We appreciate the opportunity to be of service to you. If you have any questions or if we can be of further assistance, please feel free to contact us at 360-598-2126. Respectfully submitted, KRAZAN & ASSOCIATES, INC. Shawn E. Williams, L.G. Environmental Department Manager Attachments: User's Responsibilities Krazan's Agreement for Professional Environmental Services ASTM E1527-21 User Questionnaire Krazan & Associates, Inc. Offices Serving the Western United States Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA Krazan & Associates Inc. Proposal No. E25037WAP Lloyd Parkway Property — Phase 1 ESA July 30, 2025 Pace 4 USER'S RESPONSIBILITIES PHASE I ESA As the party seeking to use ASTM E1527-21 to complete a Phase I ESA of the property, the client named herein as the user of the Phase I ESA has specific obligations for completing a successful application of this process. ASTM E1527-21 states that certain tasks are required to be performed by the user that will help identify the possibility of recognized environmental conditions in connection with the subject site. These tasks do not require the technical expertise of an environmental professional and are generally not performed by the environmental professionals performing a Phase I ESA. Therefore, ASTM states that the user should either (1) engage a title company or title professional to undertake a review of reasonably ascertainable recorded land title records and lien records for environmental liens or activity and use limitations currently recorded against or relating to the property, or (2) request such an engagement of a title company or title professional from Krazan as an addition to this scope of work. According to ASTM, Chain of Title will not provide information regarding restrictions on title such as restrictive covenants, easements, or other types of activity and use limitations. Additionally, review of a Preliminary Title Report with attendant limitations may represent a data gap in the research. Consequently, costs proposed herein do not include procurement or review by Krazan of title report records or an environmental lien search for the subject site. However, Krazan offers the client the option to request a review of reasonably ascertainable recorded land title records and lien records as an additional task and cost as part of the attached proposal. An individual environmental lien search could be conducted for each different parcel comprising a subject site according to identification by assessor's parcel numbers (APNs) or addresses. Costs for this additional service are estimated on page No. 1. In order to qualify for one of the Landowner Liability Protections (LLPs) offered by the Small Business Liability Relief and Brownfields Revitalization Act of 2001 (the Brownfields Amendments), the user must provide the following information (if available) to the environmental professional. Failure to provide this information could result in a determination that all appropriate inquiry is not complete. The user is asked to provide information or knowledge of the following: 1. Please provide appropriate and timely access to the subject site. 2. Please complete a User Questionnaire 3. Environmental cleanup liens that are filed or recorded against the site. 4. Activity and land use limitations that are in place on the site or that have been filed or recorded in a registry. 5. Specialized knowledge or experience of the person seeking to qualify for the LLPs. 6. Relationship of the purchase price to the fair market value of the property if it were not contaminated. 7. Commonly known or reasonably ascertainable information about the property. 8. The degree of obviousness of the presence or likely presence of contamination at the property, and the ability to detect the contamination by appropriate investigation. Krazan & Associates, Inc. Offices Serving the Western United States Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES THIS AGREEMENT iS made by and between KRAZAN &ASSOCIATES OF WASHINGTON, INC., A WASHINGTON CORPORATION DBA KRAZAN & ASSOCIATES, INC., with its principal office located at 4303 198TH Street SW, Lynnwood, Washington 98036, hereinafter referred to as "Consultant", and City of Port Orchard, whose principal address is 216 Prospect Street, Port Orchard, WA 98366, hereinafter referred to as "Client." This Agreement between the parties consists of the TERMS AND CONDITIONS (below), the attached Proposal titled "Lloyd Parkway Property," file number E25037WAP, dated July 30, 2025 ("Proposal"), and any exhibits or attachments cited in the Proposal, which are incorporated in full by this reference. This Agreement, executed in Poulsbo, WA, is effective as of the date this Agreement is countersigned by Krazan & Associates, or the date on which Consultant initiates services as scheduled by Client, whichever occurs earlier. Scheduling of Consultant's Services by Client or Client's agent or designee will constitute Client's acceptance of these terms and conditions. WITNESSETH, that the parties hereto, in consideration of the mutual promises and benefits flowing to each of the parties hereto as hereinafter stated, do mutually agree as follows: 1. DEFINITIONS 1.1. Contract Documents. Plans, specifications, and agreements between Client and Contractor, including addenda, amendments, supplementary instructions, and change orders. 1.2. Contractor. The contractor or contractors, and including its/their subcontractors of every tier, retained to construct the Project for which Consultant is providing Services under this Agreement. 1.3. Day(s). Calendar day(s) unless otherwise stated. 1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous materials, toxic substances or pollution. 1.5. Services. The professional services provided by Consultant as set forth in this Agreement, as included in Consultant's Proposal and any written Purchase Orders, Service Orders, Task Orders or Work Orders, and Change Order or amendment to this Agreement, and Consultant's professional services as scheduled by Client's Contractor through oral or written communication. 1.6. Work. The labor, materials, equipment and services of the Contractor required to complete the project in accordance with the approved plans and specifications, and building code requirements. . 1.7. Fee Schedule. Consultant's standard annual fee schedule unless a project -specific fee schedule is provided. 1.8. Inspection (or Observation). Visual determination of conformance with specific or, on the basis of Consultant's professional judgment, general requirements. 1.9. Testing. Measurement, examination, performance of tests, and any other activities to determine the characteristics or performance of materials. 1.10. Governmental Agencies. All federal, state and local agencies having jurisdiction over the Project. 2. SCOPE OF SERVICES 2.1. Basic Services. Consultant will perform the Scope of Services set forth in the attached Proposal. 2.2. Retention of Third -Party Consultant. The review of the geotechnical aspects of plans and specifications, and the observation and testing of earthwork related construction activities by Consultant are integral elements of the Services where Consultant has been retained to perform a geotechnical engineering investigation and is to remain in the capacity of Geotechnical Engineer -Of -Record through construction of the project. Client shall have the right to retain a party other than Consultant (Third Party Consultant) for review of plans and specifications, and the observation and testing of earthwork related construction activities. In the event that a Third -Party Consultant is retained by Client for those services, Client agrees that they will require the Third -Party Consultant to contractually agree to the assumption of the role of Geotechnical Engineer -Of -Record for the project including all responsibilities and liabilities. Client further agrees to indemnify and hold harmless Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents (collectively "Consultant Entities") from and against any and all claims, suits, liabilities, damages, expenses (including reasonable attorney's fees and costs of defense), or other losses related to the geotechnical engineering aspects of the project. 2.3. Optional Services / Additional Services. Consultant's Proposal may include the performance of optional services as identified in the Proposal (i.e. Environmental Lien Search services) which will require specific written authorization by Client. In the absence of specific authorization to proceed with optional services when listed, said services will not be performed. Client expressly waives any claim against Consultant resulting from its failure to perform Optional or Additional Services recommended to Client that Client has not authorized Consultant to perform, and any claim that Consultant failed to perform services that Client instructs Consultant not to perform. 2.4. Changes in Scope. If Consultant provides Client with a written notice of a change in the Proposal or the Services, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by Consultant on the Project, whether requested and/or authorized by Client by oral or written communication, are subject to the terms and limitations of this Agreement. If Services are performed, but the parties do not reach agreement concerning modifications to the Proposal, Services or compensation, then the terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning modifications to scope or compensation pursuant to Article 19, "Disputes." 2.5. Changes in Schedule. Because of the uncertainties inherent in the Services contemplated, time schedules are only estimated schedules and are subject to revision unless otherwise specifically stated in the Proposal. 2.6. Licenses. Consultant will procure and maintain business and professional licenses and registrations necessary to provide its Services. 2.7. Sampling, Inspection & Test Locations, Site Protection. Unless specifically stated otherwise, the scope of Services does not include surveying the Site or precisely identifying sampling, inspection or test locations, depths or j ns. Sampling, inspection and test locations, depths and elevations will be based on field estimates and information furni hQ 1 by Client and its PNW Env 2025.1.3 Page 1 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA representatives. Unless stated otherwise in the report, such locations, depths and elevations are approximate. Consultant will take reasonable precautions to limit damage to the Project Site or Work due to the performance of Services, but Client understands that some damage may necessarily occur in the normal course of Services, and this Agreement does not include repair of such damage unless specifically stated in the Proposal. 2.8. Excluded Services. Consultant's Services under this Agreement include only those Services specified in the Proposal. 2.8.1. General. Client expressly waives any claim against Consultant resulting from its failure to perform recommended additional Services that Client has not authorized Consultant to perform, and any claim that Consultant failed to perform services that Client instructs Consultant not to perform. 2.8.2. Biological Pollutants. Unless identified as the specific subject of the Consultant's Proposal, Consultant's Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. Consultant's Proposal will not include any interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Client agrees that Consultant has no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless Consultant from all claims by any third party concerning Biological Pollutants, except for damages caused by Consultant's sole negligence. 3. CONSTRUCTION OBSERVATION/ REMEDIATION IMPLEMENTATION AND OPERATION. 3.1. Site Meetings & Visits. Consultant will participate in job site meetings as requested by Client, and, unless otherwise requested by Client, visit the site at times specified in the Proposal or, if not specified in the Proposal, at intervals as Consultant deems appropriate to the various stages of construction and remediation to observe the conditions encountered by Contractor and the progress and quality of the environmental aspects of the Work. Based on information obtained during such visits and on such observations, Consultant may inform Client of the progress of the environmental aspects of the Work. Client understands that Consultant may not be on site continuously; and, unless expressly agreed otherwise, Consultant will not observe all of the Work. Consultant will report any observed environmental related Work to the Client which, in Consultant's professional opinion, does not conform with plans and specifications. 3.2. Contractor's Performance. Consultant does not, and cannot, warrant or guarantee that all of the environmental Work performed by Contractor meets the requirements of Consultant's recommendations or the plans and specifications for such Work; nor can Consultant be responsible for Contractor's failure to perform the Work in accordance with the plans, specifications or the recommendations of Consultant. No action of Consultant or Consultant's representative can be construed as altering any Agreement between the Client and others. Consultant has no right to reject or stop work of any agent of the Client. Such rights are reserved solely for the Client. 3.3. Contractor's Responsibilities. Consultant will not supervise, direct or have control over the Work nor will Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures selected by Contractor for construction or remediation activities at the Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Work. Client understands and agrees that Contractor, not Consultant, has sole responsibility for the safety of persons and property at the Project Site, and that Consultant shall not be responsible for job site safety or the evaluating and reporting of job conditions concerning health, safety or welfare. 3.4. Review of Contractor's Submittals. If included in the Scope of Services, Consultant will review and take appropriate action on the Contractor's submittals, such as action plans, shop drawings, product data, samples, and other required submittals. Consultant will review such submittals solely for general conformance with Consultant's design, and will not include review for the following, all of which will remain the responsibility of the Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences or procedures; coordination among trades; or construction safety. 3.5. Tests. Tests performed by Consultant on finished Work or Work in progress are taken intermittently and indicate the general acceptability of the Work on a statistical basis. Consultant's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in accordance with applicable plans, specifications and requirements. 3.6. Final Report. At the conclusion of Construction Phase Services, Consultant will provide Client with a written report summarizing the tests and observations, if any, made by Consultant. 3.7. Client's Retention of Third Party Consultant. The Client understands that an environmental assessment report presents preliminary recommendations for remedial action based on assumptions made about the subsurface conditions. In order for Consultant to validate its assumptions, Consultant needs to be present, at least periodically, during implementation of remediation activities. The observation of remediation implementation and operations, and the performance of sample collection and testing to determine remediation effectiveness and progress, by Consultant are integral elements of the Services where Consultant is to remain in the capacity of Environmental Consultant -Of -Record. Client shall have the right to retain a party other than Consultant (Third Party Consultant) for review of plans and specifications, and the observation and testing during construction and remediation activities. In the event that a Third Party Consultant is retained by Client for those services, Client agrees that they will require the Third Party Consultant to contractually agree to the assumption of the role of Environmental Consultant -Of -Record for the project including all responsibilities and liabilities. Client further agrees to indemnify and hold harmless Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents (collectively "Consultant Entities") from and against any and all claims, suits, liabilities, damages, expenses (including reasonable attorney's fees and costs of defense), or other losses related to the environmental aspects of the project. 4. PAYMENTS TO CONSULTANT 4.1. Basic Services. Consultant will perform Services on either a Lump Sum/Fixed Fee or Time-and-Materials/Time-and- Expense basis as identified in the Proposal. 4.2. Additional Services. Any additional services performed under this Agreement, including increased hours or units for those services expressly identified in the Proposal, and any additionally requested inspection and/or testing t ; /jll be provided ff PNW Env 2025.1.3 Page 2 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA on a Time -and -Materials basis at the rates established for the project, above and beyond any prior quoted estimate, not -to -exceed or lump sum fee unless otherwise specifically agreed to in writing by both parties. 4.3. Estimate of Fees. Consultant will, to the best of its ability, perform the Services and accomplish the objectives defined in this Agreement within any written cost estimate provided by Consultant for Services to be performed on a time and materials/time and expense basis. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all influence the successful completion of Services within the estimated cost. In particular, construction materials testing and inspection or observation services are highly dependent on contractors' schedules, weather, overlapping of work and many other factors. Client recognizes that changes in scope and schedule, and unforeseen circumstances, Contractor performance and production of the Work can all influence the successful completion of Services within the estimated cost. The provision of an estimate of fees or a cost estimate is not a guarantee that the Services will be completed for that amount; Consultant's Services shall continue on a time and expense basis to completion of the required Services unless directed otherwise by Client. Furthermore, where a provision of a "not to exceed" limitation is included in the Proposal it is not a guarantee that the Services will be completed for that amount; rather, it indicates that Consultant will not incur fees and expenses chargeable to Client in excess of the "not to exceed" limitation amount without notifying Client in writing that the "not -to -exceed" amount has been reached and that Services will continue on a Time -and -Materials basis unless directed by Client to discontinue any further Services. 4.4. Rates. Client will pay Consultant at the rates set forth in the Proposal, and absent any project -specific rates, in accordance with Consultant's annual Fee Schedule. Rates presented in the Fee Schedule and those presented in Proposal shall be considered to be the Standard Rates. Rates are subject to annual cost of living adjustment. 4.5. Changes to Rates. Client and Consultant agree that the rates presented in the Proposal and the Fee Schedule are applicable only through December 31 of the year published unless stated otherwise in the Proposal. Rates are subject to periodic review and amendment, as appropriate to reflect Consultant's then -current fee structure. Unless otherwise provided for in the Proposal, where projects are on -going beyond December 31 of the year the services were initiated, the rates presented in the Proposal and Fee Schedule are subject to an annual cost of living adjustment of not less than five percent (5%) or based on the consumer price index for the geographic area where the services are being provided, whichever is greater. In the event that the cost of fuel increases 10 percent or more over the course of the project a fuel surcharge may be imposed to recoup the added costs incurred by Consultant. Consultant will give Client at least 30 days advance notice of any changes. Unless Client objects in writing to the proposed amended fee structure within 30 days of notification, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely objects to the amended fee structure, and Consultant and Client cannot agree upon a new fee structure within 30 days after notice, Consultant may terminate this Agreement and be compensated as set forth under Article 18, "Termination." 4.6. Prevailing Wage. The rates presented in the Proposal and Fee Schedule are not applicable for projects where Prevailing Wage or other collective bargaining labor and benefits rates apply. Consultant's past experience on government funded projects in the Pacific Northwest Region (Washington/Oregon/Idaho), including those subject to Davis -Bacon Act and Davis -Bacon Related Acts (DBRA) wage requirements is that there is no existing determination for the professional services that Consultant provides and that Consultant's services are NOT subject to those wage provisions. In the event that Client believes Consultant is subject to Prevailing Wage requirements, it is Client's responsibility to submit a request to the Lead Agency so that they can obtain a determination from the U.S. Secretary of Labor. Unless Client specifically informs Consultant in writing at the time of request for a proposal or services that prevailing wage regulations apply to the Project, provides Consultant with a determination that is specifically applicable to Consultant, and Consultant confirms the inclusion of Prevailing Wage rates in the Proposal, Client will reimburse, defend, indemnify and hold harmless Consultant from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including but not limited to all added labor costs, administrative costs, fines and attorneys' fees. 4.7. Expenses. Miscellaneous out-of-pocket charges, drilling permits, parking, airfare, car/equipment rental, mailing, shipping, subcontractor charges, etc., will be charged on a cost plus twenty percent (20%) basis. On remote jobs or at fabrication facilities, subsistence, when not furnished, regulatory file access fees, etc. will be an additional charge. 4.8. Payment Timing; Late Charge. Consultant shall invoice Client periodically, but no more frequently than every two (2) weeks. All invoices are due and payable upon receipt. Upon Consultant's approval of Client for 30 -day payment terms Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If Client objects to all or any portion of any invoice, Client will so notify Consultant in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and promptly pay when due that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the invoice amounts shall be presumed to be correct and the balance as stated on the invoice shall be paid. Consultant reserves the right to apply payments to Client's outstanding invoices from oldest to most recent, regardless of project or invoice designation on checks received. All amounts unpaid when due will include a late payment charge from the date of the invoice, at the rate of 2% per month or the highest rate permitted by law on the unpaid balance from the invoice date until the invoice is paid. Payment thereafter will first be applied to accrued late payment charges interest on unpaid undisputed charges and then to the unpaid principal amount. Consultant reserves the right to require payment in full on any and all invoices on Client's account regardless of project prior to releasing field notes, laboratory test data, photographs, analyses and/or reports. All undisputed amounts due to Consultant by Client shall be paid in full prior to Consultant's release of final reports or other required forms of certified or verified reports. If the account becomes delinquent, the Client will reimburse Consultant for all time spent and expenses (including fees of any attorney, collection agency, and/or court costs) incurred in connection with collecting any delinquent amount. Consultant shall not be bound by any provision or agreement conditioning Consultant's right to payment upon payment by a third party. In the event of a legal action for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the prevailing party. Client's failure to pay Consultant when due the failure to pay will constitute a substantial failure of Client to perform under this Agreement and Consultant will have the right to stop all current work and withhold letters, reports, or any verbal consultation until the invoice is paid in full. In the event that Client fails to pay Consultant within sixty (60) days after any invoice is rendered, Client agrees that Consultant will have tI e rigght to consider PNW Env 2025.1.3 Page 3 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA the failure to pay Consultant's invoice as a material breach of this Agreement. If the Client requests back-up data or changes to the format of the standard invoice, an administrative fee of $100 per invoice may be charged plus $1 per page of back-up data. 5. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES 5.1. Standard of Care. Subject to the limitations inherent in the agreed Scope of Services as to the degree of care, the amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, Consultant will perform its Services in a manner consistent with the professional standard of care defined as the ordinary and reasonable care usually exercised by other professional consultants providing similar services on the same type of project, in the same geographic locale, under similar circumstances and conditions at the time the Services are performed. No other representation and no warranty or guarantee, express or implied, is included or intended by this Agreement or any report, opinion, document, or other instrument of service. 5.2. Level of Service. Consultant offers different levels of professional consulting services to suit the desires and needs of different clients. Although risk associated with site acquisition or development can never be eliminated, more detailed and extensive investigations yield more information, but at increased cost. Risks associated with construction defects can never be eliminated; however, more detailed and extensive observations, inspections and testing services yield more information, but at increased cost. It is for these reasons that Client must determine the level of Services adequate for its purposes. Client's issuance of a Work Authorization is confirmation that Client has reviewed the Proposal and has determined that it does not need or want a greater level of Services than that specifically identified in the Proposal. 5.3. No Warranty. Client recognizes the inherent risks connected with property transactions, site development and construction activities, and understands when signing that those risks are not entirely eliminated through the services of Consultant. Client recognizes that opinions relating to geologic or environmental conditions, including those associated with air, soil and groundwater, are based on limited data and that actual surface and subsurface conditions may vary from those observed at locations where borings, surveys, or explorations are made. Client recognizes that opinions relating to site and structure conditions, including but not limited hazardous materials and code compliance, are based on limited data and accessibility, that materials and/or conditions may be obscured by site constraints or building elements, and that actual conditions may vary from those observed during site reconnaissance activities. Client also recognizes that site conditions may change with time, conditions may vary from those encountered at the times when and locations where the data are obtained, despite the use of due professional care. Therefore, in signing this Agreement the Client understands that Consultant is not providing a warranty or assurance as to the surface and subsurface conditions throughout the site, the performance of the structure(s) or the project in general, or strict adherence to approved project plans and building code requirements. Client recognizes and agrees that Consultant's tests and observations of the site conditions or Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in accordance with applicable plans, specifications and requirements. This Agreement neither makes nor intends a warranty or guarantee, express or implied, of any type nor does it create a fiduciary responsibility to Client by Consultant. 6. CLIENT'S RESPONSIBILITIES In addition to payment for the Services performed under this Agreement, Client agrees to: 6.1. Cooperation. Assist and cooperate with Consultant in any manner necessary and within its ability to facilitate Consultant's performance under this Agreement. 6.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate Client's policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be subject to change by written notice. 6.3. Rights of Entry. Provide access to and/or obtain permission for Consultant to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. Consultant will operate with reasonable care to minimize damage to the Project Site(s) and any improvement located thereon. However, Client recognizes that Consultant's operations and the use of investigative equipment may unavoidably alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated in the Proposal. If Client desires or requires Consultant to restore the site to its former condition, upon written request Consultant will perform such additional work as is necessary and Client agrees to pay to Consultant the cost thereof. 6.4. Relevant Information. Supply Consultant with all information and documents in Client's possession or knowledge which are relevant to Consultant's Services. Client warrants the accuracy of any information supplied by it to Consultant, and acknowledges that Consultant is entitled to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property, Client will notify Consultant of any known, potential or possible health or safety hazards existing on or near the Project Site, to be tested, including its intended use, chemical composition, relevant MSDS, manufacturers' specifications and literature, and any previous test results. 6.5. Subsurface Structures. If the Services require invasive subsurface exploratory work, Client will provide Consultant with all information in its possession regarding the location of underground utilities and structures or mark on the property, the location of all subsurface structures, such as pipes, tanks, cables and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently caused by Consultant to any such structure or utility not so designated. Consultant is not liable to Client for any losses, damages or claims arising from damage to subterranean structures or utilities that were not correctly shown on plans furnished by Client to Consultant. Client waives any claim against Consultant, and agrees to defend, indemnify and hold Consultant harmless from all claims, suits, losses, costs and expenses, including reasonable attorney's fees, as a result of personal injury, death or property damage occurring with respect to Consultant's performance of its work and arising from subsurface or latent conditions or damage to subsurface or latent objects, structures, lines or conduits where the actual or potential presence and location thereof was not revealed to Consultant by Client. 6.6. Project Information. Client agrees to provide Consultant within 5 days after written request, a correct statement of the recorded legal title to the property on which the Project is located and the Client and/or Owner's interest therein, and the identity and address of any construction lender. 6.7. Manifests. Execute all manifests or other documents evidencing ownership, possession or control over Hazardous Materials. 6.8. Notification to Authorities. Client is solely responsible for notifying all appropriate federal, sta Rlt;jiicipal or other governmental agencies, and regulatory bodies, including the potentially affected public, of the existence of anly H,ardous Materials PNW Env 2025.1.3 Page 4 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA located on or in the Project site(s), or encountered during the performance of this Agreement. Client also agrees to hold Consultant harmless for any and all consequences of disclosures made by Consultant which are required by governing law. 6.9. Notification to Third Party Site Owner. In the event the project site is not owned by Client, Client agrees that it is the Client's responsibility to inform the property owner of the discovery of hazardous materials. 6.10. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during an investigation by Consultant, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client's expense. 7. CHANGED CONDITIONS If Consultant discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement or any subsequent proposal or Work Authorization ("Changed Conditions"), Consultant will notify Client in writing of the Changed Conditions. Client and Consultant agree that they will then renegotiate in good faith the terms and conditions of this Agreement or a Work Authorization, as applicable. If Consultant and Client cannot agree upon amended terms and conditions within 30 days after notice, Consultant may terminate this Agreement and be compensated as set forth in Article 18, "Termination." 8. ESTIMATE OF REMEDIATION COSTS Client acknowledges that environmental remediation costs are subject to many influences that are not subject to precise forecasting and are outside of Consultant's control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by Consultant and that Consultant does not warranty or guarantee the accuracy of environmental remediation cost estimates. 9. CERTIFICATIONS Client agrees not to require that Consultant execute any certification with regard to Services performed or Work tested and/or observed under this Agreement unless: 1) Consultant believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2) Consultant believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) Consultant has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by Consultant is limited to an expression of professional opinion based upon the Services performed by Consultant, and does not constitute a warranty or guarantee, either express or implied. 10. HAZARDOUS MATERIALS RISK Client recognizes that, while necessary for subsurface investigations, commonly used exploration methods, such as drilling borings, pushing probes or excavating trenches, involve an inherent risk. These exploration methods may penetrate through an aquifer of contaminated fluid and serve as a connecting passageway between the contaminated aquifer and an uncontaminated aquifer or groundwater, inducing cross -contamination. While backfilling with grout or by other means, according to the state of practice, is intended to provide a seal against such passageway, it is recognized that such a seal may be imperfect and there is an inherent risk of cross -contamination when drilling borings, pushing probes excavating trenches or implementing other methods of exploration in connection with a contaminated site. Client recognizes that the state of practice, particularly with respect to contaminated site and materials conditions, is changing and evolving. While Consultant is required to perform in reasonable accordance with the standards in effect at the time the services are performed, it is recognized that those standards may subsequently change because of improvements in the state of practice. All laboratory and field equipment contaminated in performing Consultant's services will be cleaned at Client's expense. Contaminated consumables will be disposed of and replaced at Client's expense. Equipment (including tools) which cannot be reasonably decontaminated shall become the property and responsibility of Client. All such equipment shall be delivered to Client or disposed of in a manner similar to that indicated for hazardous samples. Client agrees to pay the fair market value of any such equipment which cannot reasonably be decontaminated. Client recognizes that Consultant's failure to detect the presence of hazardous materials at a site in the performance of an environmental investigation, even though Consultant performed its services in accordance with the Standard of Care, does not guarantee that hazardous materials do not exist at the site. Similarly, Client recognizes that Consultant's subsurface explorations may not encounter hazardous materials at a site, which may later be affected by hazardous materials due to natural phenomena or human intervention. Client recognizes that the state of practice, particularly with respect to contaminated site and materials conditions, is changing and evolving. While Consultant is required to perform in reasonable accordance with the standards in effect at the time the services are performed, it is recognized that those standards may subsequently change because of improvements in the state of practice. Client agrees to waive any claim against Consultant and agrees to defend, indemnify, and hold Consultant harmless from claims or liability for injury or loss arising from Consultant's failure to detect the presence of hazardous materials through techniques commonly employed for the purpose. Client is solely responsible for notifying all appropriate federal, state, municipal or other governmental agencies, and regulatory bodies, including the potentially affected public, of the existence of any Hazardous Materials located on or in the Project site(s), or encountered during the performance of this Agreement. Client also agrees to hold Consultant harmless for any and all consequences of disclosures made by Consultant which are required by governing law. In the event the project site is not owned by Client, Client agrees that it is the Client's responsibility to inform the property owner of the discovery of hazardous materials or suspected hazardous materials. Notwithstanding any other provision of the Agreement, Client waives any claim against Consultant, and to the maximum extent permitted by law, agrees to defend, indemnify, and save Consultant harmless from any and all claims, liabilities, damages or expenses, including but not limited to delay of the Project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances, and any consequential damages of whatever nature, which may arise directly or indirectly as a result of the services provided by Consultant under this Agreement. 11. ALLOCATION OF RISK 11.1. Limitation of Liability. The total cumulative liability of Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents (collectively "Consultant Entities"), to Client and its successors, all parties included as additional insured on Consultant's insurance policies and those parties granted report reliance rights by Consultant and all of their respective shareholders, directors, officers, employees and agents (collectively "Client Entities")�ga#rom or relating to Services under this Agreement, including attorney's fees due under this Agreement, will not exceed th gss compensation PNW Env 2025.1.3 Page 5 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA received by Consultant under this Agreement or five thousand dollars ($5,000.00), whichever is greater; provided, however, that such liability is further limited as described below. This limitation applies to all lawsuits, claims or actions that allege professional errors or omissions in Consultant's Services, whether alleged to arise in tort, contract, warranty, or other legal theory. This limit is an aggregate limit with respect to all services on the project, whether provided under this, prior or subsequent agreements, unless modified in writing, agreed to and signed by authorized representatives of the parties. Upon Client's written request, Consultant and Client may agree to increase the limitation to a greater amount in exchange for a negotiated increase in Consultant's fee, provided that they amend this Agreement in writing as provided in Article 20. Consultant Entities and Client Entities also agree that the Client Entities will not seek damages in excess of the limitations indirectly through suits with other parties who may join Consultant as a third -party defendant. 11.2. Indemnification. Client will indemnify, defend and hold harmless Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents (collectively "Consultant Indemnitees") from and against any and all claims, suits, liabilities, damages, expenses (including without limitation attorney's fees and costs of defense) or other losses (collectively "Liabilities") caused or alleged to be caused by the negligence or willful misconduct of Client, its design consultants and contractors, and their respective employees, agents and/or subcontractors. In addition, except to the extent caused solely by Consultant's negligence, Client waives any claim against Consultant, and to the maximum extent permitted by law, expressly agrees to defend, indemnify and hold harmless Consultant Indemnitees from and against any and all Liabilities, arising from or related to the existence, disposal, release, discharge, treatment or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release of or exposure to Hazardous Material. 11.3. Consequential Damages. Neither Client nor Consultant will be liable to the other for any special, consequential, incidental or penal losses or damages of whatever nature including but not limited to losses, damages or claims related to the unavailability of property or facilities, shutdowns or service interruptions, loss of use, loss of profits, loss of revenue, or loss of inventory, or for use charges, cost of capital, or claims of the other party and/or its customers, which may arise directly or indirectly as a result of the Services provided by Consultant under this Agreement. 11.4. Continuing Agreement. The provisions of this Article 11, "Allocation of Risk," will survive the expiration or termination of this Agreement. If Consultant provides Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the provisions of this Article 11 will apply to such Services as if the parties had executed an amendment. 11.5. No Personal Liability. Client and Consultant intend that Consultant's Services will not subject Consultant's individual employees, officers or directors to any personal liability. Therefore, and notwithstanding any other provision of this Agreement, Client agrees as its sole and exclusive remedy to direct or assert any claim, demand or suit only against the business entity identified as "Consultant" on the first page of this Agreement. 12. INSURANCE. Consultant carries Statutory Workers' Compensation and Employer's Liability Insurance with limits of $1,000,000 each accident and policy; Commercial General Liability Insurance for bodily injury and property damage with limits of $1,000,000 each occurrence and $2,000,000 general aggregate; Automobile Liability Insurance, including liability for all owned, hired and non - owned vehicles with limits of $1,000,000 combined single limit (each accident); and Professional Liability Insurance with limits of $1,000,000 per claim and annual aggregate. Aggregates are per policy, not per project. Certificates of insurance can be furnished upon written request but may not be processed unless accompanied or preceded by a signed agreement. Waiver of Subrogation Endorsements and Additional Insured are not included. Inclusion of waiver of subrogation endorsements and additional insured endorsements, available for commercial general liability and auto liability only will be considered and may be provided for an additional administrative fee. Waivers of subrogation endorsement are not issued for worker's compensation and professional liability policies. Consultant assumes the risk of damage caused by Consultant's personnel to Consultant's supplies and equipment. 13. OWNERSHIP AND USE OF DOCUMENTS 13.1. Client Documents. All documents provided by Client will remain the property of Client. Consultant will return all such documents to Client upon request, but may retain file copies of such documents. 13.2. Consultant's Documents. Unless otherwise agreed in writing, all documents and information prepared by Consultant or obtained by Consultant from any third party in connection with the performance of Services, including, but not limited to, Consultant's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively "Documents") are instruments of professional service, not products, and are the property of Consultant. Consultant has the right, in its sole discretion, to dispose of or retain the Documents. Consultant reserves the right to copyright such documents; however, such copyright is not intended to limit the Client's use of the services provided under this Agreement other than as described below. 13.3. Use of Documents. All Documents prepared by Consultant are solely for use by Client and will not be provided by either party to any other person or entity, other than the project Architect, Structural Engineer, General Contractor and Building Department, without Consultant's prior written consent. Except as set forth herein, neither Consultant nor Client will disclose, disseminate or otherwise provide such reports or information except as required for the design of the project and completion of Contractor's Work or the monitoring of the Project by Governmental Agencies. 13.4. Use by Client. Client has the right to reuse the Documents for purposes reasonably connected with the Project for which the Services are provided, including without limitation design and licensing requirements of the Project, subject to any specific reliance or reuse limitations presented in the Document. 13.5. Use by Consultant. Consultant retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services and the right to use the Documents for any purpose. 13.6. Electronic Media. Consultant may agree at Client's request to provide Documents and information in an electronic format. Client recognizes that Documents or other information recorded on or transmitted as electronic media are subject to undetectable alteration due to (among other causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and information provided by Consultant in electronic media are for informational purposes only and not as final documentation; the paper original issued by Consultant will remain the final documentation of the Services. 13.7. Unauthorized Reuse. No party other than Client may rely on, and Client will not represent to any ertiparty that it may rely on, Documents without Consultant's express prior written consent and receipt of additional compensatio . 3ent will not permit PNW Env 2025.1.3 Page 6 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA disclosure, mention, or communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales documentation, or similar promotional material without Consultant's express prior written consent. Client waives any and all claims against Consultant resulting in any way from the unauthorized reuse or alteration of Documents by itself or anyone obtaining them through Client. Client will defend, indemnify and hold harmless Consultant from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained in Documents provided to such person or entity, published, disclosed or referred to without Consultant's prior written consent. 14. SAMPLES AND CUTTINGS 14.1. Sample Retention. If Consultant provides laboratory testing or analytic Services, Consultant will preserve such soil, rock, water, or other samples collected for geotechnical or environmental consulting services as it deems necessary for the Project, but no longer than 30 days after issuance of any Documents that include the data obtained from these samples. All samples shall remain the property of the Client and, in the absence of evidence of contamination, Consultant shall dispose of samples for the Client. All soil and construction materials samples collected during construction phase services will be disposed of or destroyed at the completion of testing unless Consultant is otherwise advised by Client. Samples may be held for up to a thirty (30) day period at Consultant's discretion or at the Client's request received in writing before the samples are tested. Client will promptly pay and be responsible for the analytical testing, removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances. Upon request, Consultant will deliver samples to the Client or will store them for an agreed delivery or storage charge. 14.2. Cuttings. All cuttings, drilling fluid and wash water shall remain the property of the Client, and Client shall be responsible for and promptly pay for the analytical testing, removal and lawful disposal of cuttings, drilling fluids, wash water and hazardous materials, unless otherwise agreed in writing. 15. RELATIONSHIP OF THE PARTIES Consultant will perform Services under this Agreement as an independent contractor. 16. ASSIGNMENT AND SUBCONTRACTS During the term of this Agreement and following its expiration or termination for any reason, neither party may assign this Agreement or any right or claim under it, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing purposes. Any assignment that fails to comply with this paragraph will be void and of no effect. Consultant may subcontract for the services of others without obtaining Client's consent if Consultant deems it necessary or desirable for others to perform certain Services. 17. SUSPENSION AND DELAYS 17.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by Consultant. Consultant may terminate this Agreement if Client suspends Consultant's Services for more than 60 days and Client will pay Consultant as set forth under Article 18, "Termination." If Client suspends Consultant's Services, or if Client or others delay Consultant's Services, Client and Consultant agree to equitably adjust: (1) the time for completion of the Services; and (2) Consultant's compensation in accordance with Consultant's then current Fee Schedule for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit during the delay or suspension, or charges incurred by Consultant for demobilization and subsequent remobilization. 17.2. Liability. Consultant is not liable to Client for any failure to perform or delay in performance due to circumstances beyond Consultant's control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, "acts of God," adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material and equipment in the open market. 18. TERMINATION 18.1. Termination for Convenience. Consultant and Client may terminate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party. 18.2. Termination for Cause. In the event of material breach of this Agreement, the non -breaching party may terminate this Agreement if the breaching party fails to cure the breach within 5 days following delivery of the non -breaching party's written notice of the breach to the breaching party. The termination notice must state the basis for the termination. The Agreement may not be terminated for cause if the breaching party cures the breach within the 5 -day period. 18.3. Payment on Termination. Following termination other than for Consultant's material breach of this Agreement, Client will pay Consultant for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred in connection with the termination of the Project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination of subcontractor contracts in accordance with Consultant's then current Fee Schedule. 19. DISPUTES 19.1. Informal Negotiation. Any dispute regarding this Agreement shall be attempted to be resolved first by exchange of documents by senior management of the parties, who may be assisted by counsel. The parties may then negotiate directly. If informal negotiation is unsuccessful, the parties may then proceed to Mediation. 19.2. Mediation. In the event that informal negotiation does not resolve a dispute, all disputes between Consultant and Client, except those involving Client's failure to pay undisputed invoices as provided herein and excluding Consultant's perfection of any mechanic's lien, are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, and requiring that the matter be mediated within 45 days of service of notice. The mediation shall be administered by the American Arbitration Association or by such other person or organization as the parties may agree upon, in accordance with the rules of the American Arbitration Association. 19.3. Precondition to Other Action. No action or suit, except those involving Client's failure to pay undisputed invoices as provided herein and excluding Consultant's perfection of any mechanic's lien, may be commenced unless the mediation did not occur within 45 days after service of notice; or the mediation occurred but did not resolve the dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice. If the matter is referred to arbitration, the arbitration shall be conducted in Kitsap County, Washington.. The arbitrator shall be appointed within 60 days of the arbitrators' receipt of a writjeg.jiest to arbitrate the dispute. The arbitrator shall be authorized to provide all recognizable remedies available in law or equity or�y cause of action PNW Env 2025.1.3 Page 7 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA that is the basis of the arbitration (to the extent such remedy is not otherwise precluded under this Agreement), provided that (i) the arbitrator shall not have the authority to award punitive damages, and (ii) each party shall bear its own costs and attorney's fees related to the arbitration. 19.4. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state of Washington. Except for actions, such as for enforcement of mechanic's liens, which are required by statute to be brought in a specific venue, or unless the parties agree otherwise, any mediation or other legal proceeding will occur in Kitsap County, Washington. Client waives the right to have the suit brought, or tried in, or removed to, any other county or judicial jurisdiction. The prevailing party will be entitled to recovery of all reasonable costs incurred, including court costs, reasonable attorney's fees, and other claim related direct expenses. 19.5. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of Consultant's Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its claims. 20. MISCELLANEOUS 20.1. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other for purposes of requesting services, project scope and fee proposals, or authorizing Services must be in writing and delivered by email, hand delivered to the recipient or delivered by first-class mail to the local Krazan office that will provide services or to the Corporate addresses listed below. Any and all notices, requests, instructions, or other communications given by either party to the other for purposes other than requesting services, project scope and fee proposals, or Services authorization, must be in writing and delivered by email, USPS first-class mail with return receipt_(postage prepaid) or recognized courier with tracking and signature required for delivery and addressed to the following: To Consultant: To Client: Krazan & Associates, Inc. 215 West Dakota Avenue Clovis, California 93612 Attn: Mr. Dean Alexander deanalexander@krazan.com Either Party may, at any time, designate a new or different address to which notices are to be sent. Any notice shall be deemed delivered as of the time that the same is personally delivered or as of the date of signature confirming receipt by the recipient. 20.2. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 20.3. Waiver. The waiver of any term, conditions or breach of this Agreement will not operate as a subsequent waiver of the same term, condition, or breach. One or more waivers of any term, condition or covenant by either party shall not be construed as a waiver of any other term, condition or covenant. 20.4. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and conditions, and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or voidable, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows. If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. 20.5. Modification of This Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement. No person other than a corporate officer (President, Vice President, or Chief Financial Officer) of Client is authorized to amend, change, modify, or waive any term or provision of this Agreement. 20.6. Survival. These terms and conditions survive the completion of the Services and/or the termination of this Agreement, whether for cause or for convenience. 20.7. Warranty Of Authority To Sign, Personal Guarantee. The person signing this contract warrants that he/she has authority to sign on the behalf of the Client for whose benefit Consultant's services are rendered. If such person does not have such authority, he/she agrees that he/she is personally liable for obligations under this Agreement and all breaches of this contract and that in any action against him/her for breach of such warranty, reasonable attorney's fees shall be included in any judgment rendered. Further, if Client fails to perform and is in breach of this Agreement the person signing this Agreement agrees that he/she is personally liable for obligations under this Agreement and all breaches of this contract and that in any action against him/her for breach of such warranty, reasonable attorney's fees shall be included in any judgment rendered. 20.8. Precedence. These Terms and Conditions take precedence over any inconsistent or contradictory provisions contained in any other agreement, proposal, Purchase Order, Requisition, Notice To Proceed, or other document regarding Consultant's Services. 20.9. Incorporation of Provisions Required By Law. Each provision and clause required by law to be inserted in this Agreement is included herein, and the Agreement should be read and enforced as though each were set forth in its entirety herein. 20.10. Electronic Copies. The Parties agree that a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties hereto shall be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this Agreement first be proven. This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 20.11. No Third -Party Rights. This Agreement shall not create any rights or benefits to parties other than Client and Consultant. PNW Env 2025.1.3 Page 8 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA 21. ENTIRE AGREEMENT This Agreement between the parties consists of these Terms and Conditions, the Proposal by the Consultant, and any exhibits or attachments noted in the Proposal is intended by the parties to be the full and final expression of their agreement with respect to the Services to be performed in connection with this Agreement, unless modified in writing and agreed to by both parties in an amendment to this Agreement. Together, these elements will constitute the entire Agreement superseding any and all prior negotiations, correspondence, or agreements either written or oral. The Parties have read the foregoing, understand completely the terms, and willingly enter into this Agreement. This Agreement was developed to be fair and reasonable to both parties. The terms of this Agreement will prevail over any different or additional terms in Client's purchase order or other forms provided by Client to Consultant as part of the authorization process unless agreed in writing by Consultant. Any terms and conditions referenced or included in, or attached to, a Purchase Order or any other form of authorization issued by Client prior to or subsequent to Client's executing this Agreement shall be without force or effect. The parties acknowledge that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. Consultant's acceptance of this Agreement is pending credit review and a retainer fee may be required. Clierj�9necit)y of Port Orchard �6 Pi&to slw 8/15/2025 :iR9R492F'iF5R4711 Signature Date Rob Putaansuu Name (Please Print) Mayor Consultant: KRAZAN & ASSOCIATES OF WASHINGTON, INC. Signature Name (Please Print) Title Title [END OF DOCUMENT] Date Initial PNW Env 2025.1.3 Page 9 of 9 / PNW Env 2025.1.3 Please initial Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA Phase I ESA User Questionnaire Lloyd Parkway Property APN: 5392-000-002-003 133 Lloyd Parkway Port Orchard, Washington 98367 Respondent Information: Name: Denis Ryan Company: City of Port Orchard Date: August 5, 2025 Phone: (360)876-4991 Introduction "In order to qualify for one of the Landowner Liability Protections (LLPs) offered by the Small Business Liability Relief and Brownfield Revitalization Act of 2001 (the `Brownfields Amendments'), the user must provide the following information (if available) to the environmental professional. Failure to provide this information could result in a determination that 'all appropriate inquiry' is not completed" - American Society for Testing and Materials (ASTM) E1527-21 Appendix X3: User Questionnaire 1. Are you aware of any environmental cleanup liens against the subject site that are filed or recorded under federal, tribal, state, or local law? No 2. Are you aware of any activity use limitations (AULs) such as engineering controls, land use restrictions, or institutional controls that are in place at the subject site and/or have been filed or recorded in a registry under federal, tribal, state, or local law? No 3. As the user of the Phase I Environmental Site Assessment (ESA), do you have any specialized knowledge or experience related to the subject site or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the subject site or an adjacent property so that you would have specialized knowledge of the chemicals and processes used by this type of business? The subject site is adjacent to City owned properties. The City has knowledge the subject site has been utilized for yard and storage by a general contractor. 4. Does the urchase price being paid for the subject site reasonably reflect the fair market value of the subject site? No A. If you conclude that there is a difference, have you considered whether the lower purchase price is because contamination is known or believed to be present at the subject site? 5. Are you aware of commonly known or reasonably ascertainable information about the subject site that would help the environmental professional to identify conditions indicative of releases or threatened releases? For example: A. Do you know the past uses of the subject site? If so, briefly explain. No Docusign Envelope ID: 97ED6452-4FCF-48F0-81 DF-51 687591 A4CA B. Do you know of specific chemicals that are present or once were present at the subject site? If so, briefly explain. Above around fuel tanks exist onsite. C. Do you know of spills or other chemical releases that have taken place at the subject site? If so, briefly explain. No D. Do you know of any environmental cleanups that have taken place at the subject site? If so, briefly explain. No 6. As the user of the Phase I ESA, based on your knowledge and experience related to the subject site, are there any obvious indicators that point to the presence or likely presence of contamination at the subject site? No to my knowledge. 7. What is the reason for preparation of this Phase I ESA? (Property purchase/sale; bank loan; proposed development; etc.) Property pirchase 8. Are you aware of any previous Environmental Assessments or documents concerning the environmental conditions of the subject property. No 9. Identity of all parties who will rely on the Phase I Report. The City of Port Orchard 10. Identity of the site contact and contact information. Robert Lumsden 360-8769737 I, the user of this Phase I ESA (or authorized representative of the User), do hereby attest that I have carefully considered the questions herein and have presented answers to the best of my knowledge and ability based upon the Responsibilities of the User as required within ASTM El 527-21 guidance. Name Denis Ryan Date August 14, 2025 (Please Print) Signature