HomeMy WebLinkAbout070-26 - BHC Consultants, LLC - ContractDocusign Envelope ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
Port Orchard Contract #: 070-26
Authorized Amount: $45,925
Date Start: 6/9/2026
Date End: 6/9/2027
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Port Orchard, Washington, a
municipal corporation organized under the laws of the State of Washington ("City") and BHC
Consultants, LLC, ("Consultant") organized under the laws of the State of Washington, located and
doing business at 1601 5th Avenue Suite 500 Seattle, Washington 98101 (hereinafter the
"Consultant").
RECITALS:
WHEREAS, the City desires to have certain services performed for its residents; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to certain
terms and conditions; and
WHEREAS, the City complied with the requirements for hiring Consultant contained in Chapter
39.80 RCW;
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the
parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit "A," which is attached hereto and
incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall
at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the
performance of such services and the handling of any funds used in connection therewith. The
Consultant shall perform the services in accordance with professional standards of conduct
and performance. The Consultant shall request and obtain prior written approval from the City
if the scope or schedule is to be modified in any way.
If the services provided hereunder are funded in whole or in part under a Grant Funding
Agreement, then Consultant will comply with the terms of such Grant Funding Agreement to ensure that
the City is able to obtain the maximum funding under such Grant Funding Agreement. If this applies, the
City will provide the Consultant with a copy of the Grant Funding Agreement.
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2. Compensation.
The City shall pay the Consultant for services rendered according to the rates and methods set forth
below.
❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum
of $______________
X TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed
$45,925 without written authorization and will be based on the list of billing rates and
reimbursable expenses attached hereto as Exhibit "B."
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and materials
basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit
„B„
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to
the City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
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E. If the services rendered do not meet the requirements of the Agreement, the Consultant
will correct or modify the work to comply with the Agreement. The City may withhold payment for such
work until the work meets the requirements of the Agreement. The City shall pay the Consultant for
services rendered within ten (10) days after City Council voucher approval. However, if the City objects
to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to
settle the disputed portion.
F. The City reserves the right to direct the Consultant's compensated services before
reaching the maximum amount.
4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing on 6/9/2026
and ending 6/9/2027 unless sooner terminated under the provisions of this Agreement. The City
reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to retain
the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice
to Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience
necessary to provide the services under this Agreement and is appropriately accredited and licensed
by all applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or
information, regardless of form or format, and all other materials produced by the Consultant in
connection with the services provided to the City, shall be the property of the City whether the project
for which they were created is executed or not.
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B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are
considered "public records" and are subject to disclosure by the City under the Public Records Act,
Chapter 42.56 RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance
with the Act. The City may be required, upon request, to disclose the Agreement, and the documents
and records submitted to the City by Consultant, unless an exemption under the Public Records Act
applies. If the City receives a public records request and asks Consultant to search its files for responsive
records, Consultant agrees to make a prompt and thorough search through its files for responsive
records and to promptly turn over any responsive records to the City's public records officer at no cost
to the City.
7. Relationship of the Parties; Independent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this
Agreement. As the Consultant is customarily engaged in an independently established trade which
encompasses the specific service provided to the City hereunder, no agent, employee, representative
or sub -consultant of the Consultant shall be or shall be deemed to be the employee, agent,
representative or sub -consultant of the City. In the performance of the work, the Consultant is an
independent contractor with the ability to control and direct the performance and details of the work,
the City being interested only in the results obtained under this Agreement. None of the benefits
provided by the City to its employees, including, but not limited to, compensation, insurance, and
unemployment insurance are available from the City to the employees, agents, representatives, or sub -
consultants of the Consultant. The City shall not be responsible for withholding or otherwise deducting
federal income tax or social security or contributing to the State Industrial Insurance Program, or
otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the
Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its
agents, employees, representatives, and sub -consultants during the performance of this Agreement.
The City may, during the term of this Agreement, engage other independent contractors to perform
the same or similar work that the Consultant performs hereunder.
8. Indemnification.
Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees,
arising out of or resulting from the negligent acts, errors or omissions of the Consultant in
performance of this Agreement, except for injuries and damages caused by the sole negligence of the
City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Consultant and the City, its officers,
officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence.
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IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED
HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,
TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN
MUTUALLY NEGOTIATED BY THE PARTIES.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance.
The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Consultant, its agents, representatives, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01
or a substitute form providing equivalent liability coverage. If necessary, the policy
shall be endorsed to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance
limits:
Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
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C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance
pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not
contribute with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A -VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the Consultant from the City.
H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including personnel,
property, financial, and programmatic records, which sufficiently and properly reflect all direct and
indirect costs of any nature expended and services performed pursuant to this Agreement. The
Consultant shall also maintain such other records as may be deemed necessary by the City to ensure
proper accounting of all funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7) years after
termination of this Agreement unless permission to destroy them is granted by the Office of the
Archivist in accordance with Chapter 40.14 RCW and by the City.
11. City's Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the authority to control
and direct the performance and details of the work authorized under this Agreement, the work must
meet the approval of the City and shall be subject to the City's general right of inspection to secure the
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satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or become applicable within the terms of this
Agreement to the Consultant's business, equipment, and personnel engaged in operations covered by
this Agreement or accruing out of the performance of such operations.
B. The records and documents with respect to all matters covered by this Agreement shall
be subject at all times to inspection, review or audit by the City during the performance of this
Agreement. All work products, data, studies, worksheets, models, reports, and other materials in
support of the performance of the service, work products, or outcomes fulfilling the contractual
obligations are the products of the City.
12. Work Performed at the Consultant's Risk.
The Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held by the Consultant for use in connection with the work.
13. Termination.
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment
for the benefit of creditors.
B. Termination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after
receiving written notice of the default.
C. Rights Upon Termination.
i. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of the Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and
equitable compensation for any satisfactory work completed prior to the date of termination,
not to exceed the total compensation set forth herein. The Consultant shall not be entitled to
any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to
anticipated profit on work not performed because of such termination. The Consultant shall use
its best efforts to minimize the compensation payable under this Agreement in the event of
such termination. Upon termination, the City may take over the work and prosecute the same
to completion, by contract or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant shall
not be entitled to receive any further payments under the Agreement until all work called for
has been fully performed. Any extra cost or damage to the City resulting from such default(s)
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shall be deducted from any money due or coming due to the Consultant. The Consultant shall
bear any extra expenses incurred by the City in completing the work, including all increased
costs for completing the work, and all damage sustained, or which may be sustained, by the
City by reason of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's
reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of
services under this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in the "Notices" Section herein.
F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
14. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state,
or local law or ordinance, except for a bona fide occupational qualification.
B. Violation of this Section shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may
result in ineligibility for further work for the City.
15. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to
strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services,
labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws,
regulations or restrictions, civil commotions, casualty, actual or threatened public health emergency
(including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other
significant public health risk), governmental edicts, actions, declarations or quarantines by a
governmental entity or health organization, breaches in cybersecurity, and other causes beyond the
reasonable control of the Party obligated to perform, regardless of whether such other causes are (i)
foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph
(collectively, a "Force Majeure"), shall excuse the performance of such Party for a period equal to any
such prevention, delay or stoppage. To the extent this Agreement specifies a time period for
performance of an obligation of either Party, that time period shall be extended by the period of any
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delay in such Party's performance caused by a Force Majeure. Provided however, that the current
COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party's
performance that result from the pandemic become substantially more onerous after the effective
date of this Agreement.
16. Assignment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
17. Conflict of Interest.
The Consultant represents to the City that it has no conflict of interest in performing any of the services
set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with
which it may have a conflict, Consultant will immediately disclose such conflict to the City.
18. Confidentiality.
All information regarding the City obtained by the Consultant in performance of this Agreement shall
be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate
termination.
19. Non -Appropriation of Funds.
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for
services or amounts incurred after the end of the current fiscal period. This Agreement will terminate
upon the completion of all remaining services for which funds are allocated. No penalty or expense
shall accrue to the City in the event that the terms of the provision are effectuated.
20. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of
the parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
may request changes to the Agreement. Changes which are mutually agreed upon shall be
incorporated by written amendments to this Agreement.
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21. Non -waiver of Breach.
The failure of either party to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein contained in one or more instances, shall not be
construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same
shall be in full force and effect.
22. Modification.
No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by a duly authorized representative of the City and the Consultant.
23. Notices.
All notices or other communications required or permitted under this Agreement shall be in writing
and shall be (a) personally delivered, in which case the notice or communication shall be deemed given
on the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage
prepaid, return receipt requested, in which case the notice or communication shall be deemed given
three (3) business days after the date of deposit in the United States mail; or (c) sent by overnight
delivery using a nationally recognized overnight courier service, in which case the notice or
communication shall be deemed given one business day after the date of deposit with such courier. In
addition, all notices shall also be emailed, however, email does not substitute for an official notice.
Notices shall be sent to the following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
BwaIlace@cityofportorchard.us
Phone: 360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
1601 5th Avenue Suite 500
Seattle, Washington 98101
Phone No.: 206.505.3400
Email: john.frech@bhcconsultants.com
24. Resolution of Disputes; Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the
term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise
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between the parties relative to the actual services provided or to the sufficiency of the performance
hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions
of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if
the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any
resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement,
the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorneys' fees from the other Party.
25. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that
are now effective or in the future become applicable to Consultant's business, equipment, and
personnel engaged in operations covered by this Agreement or accruing out of the performance of
those operations.
26. Title VI.
The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42
U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation
subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the
Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts
comply with these regulations.
Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and
successors in interest agrees as follows:
A. Compliance with Regulations. The Consultant will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of
Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time,
which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Consultant, with regard to the work performed by it during this
Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability,
income -level, or LEP in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The Consultant will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto
and incorporated herein by this reference, including employment practices when this Agreement
covers any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all
solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
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performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds
of race, color, national origin, sex, age, disability, income -level, or LEP.
D. Information and Reports. The Consultant will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be determined by
the City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of the Consultant is in the exclusive possession of
another who fails or refuses to furnish the information, the Consultant will so certify to the City or the
FHWA, as appropriate, and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the
non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or
the FHWA may determine to be appropriate, including, but not limited to:
i. withholding payments to the Consultant under the Agreement until the contractor
complies; and/or
ii. cancelling, terminating, or suspending the Agreement, in whole or in part.
F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of equipment, unless
exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will take
action with respect to any subcontract or procurement as the City or the FHWA may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Consultant may request the City to enter into any litigation to protect the interests of the
City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
27. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, and all of which will together constitute this one Agreement.
28. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
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IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
Cameron Ochiltree
M
Title: Executive Vice President
Date: June 17, 2026
CITY OF PORT ORCHARD
City of Port Orchard and BHC Consultants
Public Works Project: 390/260 PRESSURE ZONE PRV DESIGN PROJECT
Updated 4/2022 IBDR
[�Signed by:
By: ti P4MJn Stun.
Robert Putaansuu, Mayor
6/22/2026
Date:
ATTEST/AUTHENTICATE
Signed by:
�vcun LoLLw
46A5A54BBD00418._
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM
Signed by:
CL4voftt and
203701 F25520457...
Port Orchard City Attorney's Office
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APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U .S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 C.F.R. Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U .S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal -aid
recipients, sub- recipients and contractors, whether such programs or activities are Federally
funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
City of Port Orchard and BHC Consultants
Public Works Project: 390/260 PRESSURE ZONE PRV DESIGN PROJECT
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discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI,
you must take reasonable steps to -ensure that LEP persons have meaningful access to your
programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
City of Port Orchard and BHC Consultants
Public Works Project: 390/260 PRESSURE ZONE PRV DESIGN PROJECT
Updated 4/2022 IBDR
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EXHIBIT A
SCOPE OF SERVICES
City of Port Orchard
390/260 PRESSURE ZONE PRV DESIGN PROJECT
May 19, 2026
Background
The City of Port Orchard (City) has requested a scope of work (SOW) and level of effort (LOE) from BHC
Consultants to finalize the design for the installation of a pressure reducing valve (PRV) station between
the 390 and 260 pressure zones. The productivity of Well 6, which supplies water to the 260 zone, has
been decreasing over the years to a point where the City wants to supplement water to the 260 zone with
water from the 390 zone. The near -term supplemental water between pressure zones will be achieved
through a new PRV station located on Kendall Street just east of Cline Avenue. In association with the Well
13 project, BHC was approximately 80% to 90% design complete (February 2021) with four (4) PRVs
(Michell Avenue, Kendall Street, Melcher Street, and Hull Avenue), at the interface of the 390 and 260
zones before design was stopped due to funding and water rights for Well 13. The plan was once Well 13
came online, the 390 zone would supply water to the 260 zone through the 4 PRVs.
Scope of Services
Task 100 — Project Management
Objectives
Monitor, control, and adjust scope, schedule, and budget as well as provide monthly progress reporting,
accounting, and invoicing. Also, provide coordination with BHC staff and City personnel.
BHC Services
1. Coordination and management of the project team.
2. Subconsultant coordination & management.
3. Prepare monthly progress reports describing the following:
a. Services completed during the month
b. Services planned for the next month
c. Needs for additional information
d. Scope/schedule/budget issues
e. Schedule update and financial status summary
f. An estimated cash flow (billing) forecast
4. Prepare monthly invoices formatted in accordance with contract terms.
City of Port Orchard 1 390/260 Pressure Zone PRV Design Project
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5. Meetings: Project Manager and/or team member(s) will attend a kickoff meeting with the City at the
PRV site and conduct virtual status meetings with the City (2 ea.), and virtual submittal review
meeting with the City.
City Responsibilities
1. Attend meetings.
2. Processing and payment of invoices in accordance with the Professional Services Agreement.
3. Review and process contract change requests and amendments, if needed.
Assumptions
1. The project (design and bid) duration will be approximately 6 months.
2. Invoices will be BHC standard invoice format. Each invoice will have a distinct number for tracking
purposes.
Copies of subconsultant invoice statements will be provided with monthly invoices. Incidental
miscellaneous expenses (printing, travel reimbursement, etc.) do not require submittal of backup
statements.
Deliverables
1. Monthly reports and invoices (one copy with invoice, e -mailed Adobe PDF file).
Monthly project schedule and budget updates (included in monthly project report, emailed PDF
file).
3. Written summary notes from meetings describing decisions, direction, action items, or issues
associated with scope and budget (e -mailed Adobe PDF files).
Task 200 — Final Design
Objectives
To provide bid -ready plans, specifications, and opinion of probable construction costs (OPCC) for the PRV
station.
BHC Services
The design services for this task will be conducted under two (2) separate deliverables or subtasks (Draft
Final Design, and Final Design Bid Documents). The work to be included under each subtask is as follows:
Draft Final Design
1. Coordinate utility locates and supplemental survey to pick up changes at the proposed
improvement site - See Exhibits Al and A2.
2. Review last version (90% complete) of plans, specifications, and OPCC.
Review City's 90% comments provide early in 2021 and incorporate or address comments in the
design.
4. Review WSP and other water system related documents.
City of Port Orchard 2 390/260 Pressure Zone PRV Design Project
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5. Keep the PRV in the same location on Kendall Street as shown in the February 2021 design.
6. Prepare Draft Final Design level plans and specifications.
7. Prepare Draft Final Design level OPCC.
Perform a QA/QC review of the Draft Final Design submittal. QA/QC reviews will be performed by
the project manager and a senior or principal level engineer not directly involved in the design
efforts.
Submit electronically, Draft Final Design submittal including plans, specifications, and OPCC to the
City and DOH for review.
10. One (1) virtual meeting with City to review Draft Final Design submittal review comments.
Final Design Bid Documents
1. Address City comments to the Draft Final Design documents
2. Prepare construction bid level plans and specifications.
3. Prepare final OPCC.
4. Perform a QA/QC review of the Final Design submittal. QA/QC reviews will be performed by the
project manager and a senior or principal level engineer not directly involved in the design efforts.
5. Submit electronically, Final Bid Documents to the City.
City Responsibilities
1. Provide written comments on the Draft Final deliverables.
2. Provide timely input on all deliverables and information requests from the Consultant. City reviews
shall be completed within two (2) weeks.
3. Provide hydraulic modeling if needed.
4. Coordinate as necessary with DOH.
Assumptions
1. Since the original 4 PRVs were included in the current DOH approved Water System Plan,
submittal and approval of this design or any DOH documents are not required.
2. The number of drawings will be seven (7):
• Cover Sheet
• Index of Drawings and General Notes Sheet
• Legend and Abbreviations Sheet
• TESC Notes and Details Sheet (2 sheets)
• Civil Details Sheet
• PRV Plan Sheet
3. Since the survey of the PRV sites was conducted over 5 years ago, conductible utilities will be
located at the PRV site. BHC will provide a field visit to compare the utility locate markings and the
current surface features (example: curbs, sidewalks, fencing) with the utilities and surface features
with those shown on the plans, and a new supplemental site survey will be conducted.
City of Port Orchard 3 390/260 Pressure Zone PRV Design Project
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Docusign Envelope ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
4. The City standard details included in the Well 13 Improvements Drawings submitted February 2021
have not changed since the Drawings were submitted. The standard details used in the drawings
included Pressure Reducing Valve Station plan and section, Valve Box, Wet Tap, Thrust Blocking
and Tie Backs, and Valve Marker.
5. City to provide front end and any City special provisions specifications if different from the February
2021 Well 13 Site Improvements project. Specifications will be based on WSDOT Standard
Specifications. The work includes reviewing the City front end specifications for clarity, consistency
and formatting, and making changes to the WSDOT Standard Specification Divisions 1-9 to bring
them up to the 2025 version, but not to the most current WSDOT 2026 version.
6. City to provide hydraulic modeling, if needed.
7. Permitting assistance is not included in the scope.
Deliverables
1. One (1) electronic copy (Adobe PDF format) of Draft Final plans, specifications, and OPCC. Plans
to be submitted as half-size format.
2. One (1) electronic copy (Adobe PDF format) of Final Bid Documents, stamped and signed.
Task 300 — Bid Assistance
Objectives
This task includes the following:
1. Providing bid assistance to the City.
BHC Services
Bid assistance services to include:
1. Attending pre -bid meeting.
2. Reviewing and responding to bidder's request for information (RFI).
3. Developing addendums
City Responsibilities
1. Lead the bidding process, including the pre -bid meeting.
2. Advertising project.
Assumptions
1. Respond to 5 RFIs. BHC will provide the City with the RFI responses for distribution by the City.
2. BHC will develop and provide the City with one (1) addendum for distribution by the City.
Deliverables
1. RFI responses and addendum.
City of Port Orchard 4 390/260 Pressure Zone PRV Design Project
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Fee
The Level of Effort, or consultant fee, estimated for Tasks 100 through 300, including surveyor, utility
locator, and other direct costs (ODCs) is $45,925. A detailed breakdown of the Level of Effort is provided in
Exhibit B. This contract shall be billed on a time and materials basis and will not exceed the project budget
without written authorization from the City. The Consultant may reallocate budget between Tasks as
necessary due to project developments.
Schedule
The design schedule duration for Tasks 100 through 300 is estimated at Six (6) months, with Draft Final
Design being completed within Two (2) months of notice to proceed and Final Design completed within One
LU month of receiving the City's review comments on the Draft Final design documents.
City of Port Orchard 5 390/260 Pressure Zone PRV Design Project
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EXHIBIT Al
AJ)S
a kiwa T2 company
Applied Professional Services, Inc.
43530 SE North Bend Way
North Bend, WA 98045
"Solutions that exceed expectations"
Date
Project Address/Job Number:
Services Performed For:
5/14/2026
Kendall St & Cline Ave, Port Orchard
BHC Consultants
John Frech
Design Survey Locating
iohn.frech bhcconsultants.com
206.280.6366
Scope of Work
A. APS, Inc. will employ all industry and best practices to designate and mark the known
conductible and/or non -conductible utilities within the project boundaries.
B. APS, Inc. will sweep the area, after the known utilities have been marked, to attempt
to identify any unknown or abandoned utilities.
C. The project boundaries are defined by civil drawings or maps provided by the Client.
D. Conductible Utility Locating refers to conductible (metallic) utilities only.
E. Non -Conductible Utility Locating refers to non -conductible (non-metal) utilities only. This
is generally for sewer & storm facilities only, or sewer & storm video inspection.
F. GPR Utility Locating refers to Ground Penetrating Radar, used to find non-metallic utilities
such as concrete, PVC, or polyethylene water mains, USTs, and other anomalies.
Cost Estimate
Statement of Work for BHC Consultants
ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
Invoicin
Net 30 days on all billing unless specified otherwise under a separate contract or
negotiation.
Disclaimer
APS, Inc, and or its employees cannot guarantee that all conductible and/or non -conductible
utilities within the project boundaries can or will be found.
Proiect Estimate
NOT TO EXCEED WITHOUT WRITTEN CLIENT APPROVAL:
This hourly / not to exceed project estimate is based on the estimated number of hours it will
take to perform the Scope of Work. If the project requires additional time or costs to
complete the Scope of work, then written approval to exceed the original cost estimate is
required.
BHC Consultants
Name
Title
Statement of Work for BHC Consultants - 1
Page 1 of 3
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ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
ACKNOWLEDGEMENT AND ACCEPTANCE OF
TERMS AND CONDITIONS FOR SERVICES
"Client" acknowledges that the Proposal prepared by Applied Professional Services, Inc. ("APS"), along with the
Terms and Conditions ("Terms") below comprise the entire agreement between the Client and APS (collectively
"Agreement"), and supersedes all prior or contemporaneous written and oral understandings, agreements,
negotiations, representations, warranties, and communications.
GENERAL TERMS AND CONDITIONS
RELATIONSHIP OF THE PARTIES: The relationship between the parties is
that of independent contractors. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, joint venture or other form of
joint enterprise, employment or fiduciary relationship between the parties, and
neither party shall have authority to contract for or bind the other party in any
manner whatsoever.
SERVICES: APS shall provide services to the Client for the project ("Project"),
as defined in the Proposal and the Agreement, or as requested by the Client by
an agreed Order (the "Services") in accordance with these Terms.
PROJECT SCHEDULE: APS shall use reasonable efforts to meet the Project
schedule dates specified in the Proposal. These dates shall be estimates only.
CLIENT'S RESPONSIBILITIES: Client shall provide/perform the following in a
timely manner so as not to delay the Services:
— Provide accurate information about the location and survey of the site
where services are to be provided.
— Cooperate with APS in all matters relating to the Services.
— Secure legal rights to and provide access to the Project site property and
authorize APS staff to access the site for activities necessary for the
performance of the Services.
— Respond promptly to any APS request to provide direction, information,
approvals, authorizations or decisions that are reasonably necessary for
APS to perform Services in accordance with the requirements of this
Agreement.
— Provide materials, data, or information that APS may request that is
reasonably necessary to carry out the Services in a timely manner and
ensure that such materials, data, or information provided are complete
and accurate in all material respects.
— Comply with all applicable laws in relation to the Services before the date
on which the Services are to start, including required licenses, permits,
and consents to allow APS to perform Services.
— Give prompt consideration and action to all communications, reports and
other documents relating to the Services furnished by APS and inform
APS in writing of decisions in reasonable time so as not to delay the
Services.
CLIENT'S ACTS OR OMISSIONS: If APS's performance of its obligations
under this Agreement is prevented or delayed by any act or omission of Client
or its agents, subcontractors, consultants or employees, APS shall not be
deemed in breach of its obligations under this Agreement or otherwise liable for
any costs, charges or losses sustained or incurred by Client, in each case, to
the extent arising directly or indirectly from such prevention or delay.
COMPENSATION AND PAYMENT: In consideration of the provision of the
Services by APS under this Agreement, Compensation will be made as follows:
— Payment: Invoices for APS's Services shall be submitted on a monthly
basis and are payable within thirty (30) days after the invoice date. In the
event that the Client disputes any portion of an invoice, client shall notify
APS - of such disputed items within ten (10) days of invoice date.
Retainers/deposits shall be credited on the final invoice. Interest will accrue
on accounts overdue by 30 days at the lesser of 1.5 percent per month (18
percent per annum) or the maximum legal rate of interest allowable.
Statement of Work for BHC Consultants•
— Failure to make any payment when due is a material breach of this
Agreement. In the event any invoice has not been paid in full within
ninety (90) days of the invoice date, APS shall have the right to
immediately suspend all or any portion of the Services hereunder
indefinitely, pending payment in full of such invoice(s).
— Taxes: Client shall be responsible for all sales, use and excise taxes,
and any other similar taxes, duties and charges of any kind imposed by
any federal, state or local governmental entity on any amounts payable
by Client hereunder.
— Compensation: Client shall pay the agreed upon rates or amounts set
forth in the Proposal. If the agreement extends across multiple years, the
compensation paid to APS may be adjusted due to market conditions,
underlying labor costs, overhead and pricing influences.
CHANGE ORDERS: If either party wishes to change the scope or performance
of the Services, it shall submit details in writing of the requested change in a
timely manner to the other party. APS shall, within a reasonable time after such
request, provide a written estimate to Client of:
— the likely time required to implement the change
— any necessary variations to the compensation and other charges for the
Services arising from the change
— the likely effect of the change on the Services
— any other impact the change might have on the performance of this
Agreement
Promptly after receipt of the written estimate, the parties shall negotiate in good
faith and agree in writing on the terms of such change (a "Change Order").
Neither party shall be bound by any Change Order unless mutually agreed
upon in writing.
APS may charge for the time it spends assessing and documenting a request
for a Change Order on a time and materials basis in accordance with the
Proposal.
DOCUMENTS: Unless otherwise agreed to by the parties in writing, all of the
documents prepared by or on behalf of APS in connection with the Services
(herein called the "Documents") will be considered Instruments of Service and
will become the property of Client upon full and final payment of the
Compensation. Any copyright of the Documents shall be retained by APS. APS
grants to Client a non-exclusive right and license to use, disclose and
reproduce the Documents solely for the purpose of the Project.
DATA AND DOCUMENT RETENTION: APS will retain all data and
Documents in accordance with its Data Retention Policy, unless otherwise
agreed upon in writing.
LIMITATION OF USE: Client shall not amend, alter or revise, reuse, permit the
use of, disclose or reproduce any of the Documents for the completion of
another project or work, without first obtaining the written consent of APS, and
all reproductions shall include notice of this restriction.
APS shall have no responsibility for any loss or damage suffered by Client or
others resulting from any unauthorized use or modification of the Documents,
errors in transmission of the Documents, changes to the Documents by others.
The Documents may be relied upon by Client for design and construction work
undertaken by other parties with respect to the Project provided such parties
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ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
verify the accuracy and completeness of the Documents to their satisfaction.
The Client agrees to defend, indemnify and hold APS harmless from and
against all claims, demands, losses, damages, liability and costs associated
therewith.
In the event any of APS's work product documents are modified in any respect,
without involvement and oversight of APS, Client agrees that any modification
is at the Client's sole risk.
In the event that Client is in default of its obligations under this Agreement,
APS may terminate Client's right and license to use, disclose and reproduce
the Documents upon providing written notice to Client. Client shall return to
APS all Documents and that no residual copies of any part of any Documents
are to be retained by the Client or other parties.
STANDARD OF CARE: The standard of care for all Services performed under
this Agreement will be the care and skill ordinarily used by members of the
subject profession practicing under similar circumstances at the same time and
in the same locality. APS makes no warranties or guarantees under this
Agreement in connection with the Services. APS makes no warranty
whatsoever with respect to the services, including any warranty of
merchantability, warranty of fitness for a particular purpose, warranty of title, or
warranty against infringement of intellectual property rights of a third party;
whether express or implied by law, course of dealing, course of performance,
usage of trade, or otherwise.
CONFIDENTIALITY: Both parties shall use reasonable efforts to keep
confidential all data and information which is marked confidential and furnished
by the respective parties under this Agreement. Confidentiality obligations shall
not apply if such data or information is within the public domain, was known to
the Client or APS at the time of disclosure, or was rightfully obtained by Client
or APS on a non -confidential basis from a third party.
PERSONAL INFORMATION: Unless otherwise agreed to by the parties in
writing, Client shall only collect and use individually identifiable information
from or about APS employees if such collection and use is required. Client
shall collect and use all Personal Information in accordance with applicable
federal, state or personal information protection legislation.
NON -SOLICITATION OF EMPLOYEES: Neither party shall knowingly solicit,
recruit, hire or otherwise employ or retain the employees of the other party
during the Term of this Agreement and for one (1) year following the
termination or expiration of this Agreement without the prior written consent of
the other party. However, neither party shall be restricted from soliciting or
recruiting generally in the media, or from hiring, without prior written consent,
the other party's employees who answer any advertisement or otherwise
voluntarily applies for hire without having been personally solicited.
For a breach of Non -Solicitation, an amount equal to twice the base annual
salary of the recruited employee at the time of their departure shall be paid by
the hiring party to the other party.
INDEMNIFICATION: To the fullest extent permitted by law, APS shall indemnify
and hold harmless Client from and against any and all damages, liabilities, costs
and expenses, including but not limited to reimbursement of reasonable attorney's
fees arising out of damages or injuries to persons or property to the proportionate
extent caused by the negligence, gross negligence or willful misconduct of APS or
anyone acting under its direction or control or on its behalf in the course of its
performance under this Agreement; provided that APS's aforesaid indemnity and
hold harmless obligation shall not be applicable to any liability based upon the
willful misconduct or negligence of Client or upon use of or reliance on information
supplied by Client or on behalf of Client to APS in preparation of any report, study
or other written document.
Client shall indemnify and hold harmless APS from and against any and all
damages, liabilities, costs and expenses, including but not limited to
reimbursement of reasonable attorney fees arising out of (i) damages or
injuries to persons or property caused by the negligence, gross negligence or
willful misconduct by Client or anyone acting under its direction or control or on
its behalf in connection with this Agreement and (ii) claims, actions or demands
for environmental liability arising from, or in relation to, any condition, not
caused by the negligence of APS or anyone acting under its authority; provided
Statement of Work for BHC Consultants -
that Client's aforesaid indemnity and hold harmless obligation shall not be
applicable to any liability based upon the willful misconduct or negligence of
APS.
The duty to indemnify does not include the duty to pay for or to provide an up-
front defense against unproven claims or allegations.
Where any claim results from the joint negligence, gross negligence, or willful
misconduct, by Client and APS, the amount of such damage for which Client or
APS is liable shall equal the proportionate part that the amount of such claim
attributable to indemnitor's negligence, gross negligence, willful misconduct,
bears to the amount of the total claim attributable to the joint negligence, gross
negligence, or willful misconduct, at issue.
LIMITATION OF LIABILITIES: Notwithstanding any other provision in the
Agreement, the Client agrees to limit APS's liability under the Agreement or
arising from the performance or non-performance of the Services under any
theory of law, including but not limited to claims for negligence, negligent
misrepresentation and breach of contract, to the lesser of: (a) the fees paid to
APS for Services or (b) the maximum of remaining available insurance
provided. No claim may be brought against APS in contract or tort more than
two (2) years after the cause of action arose. Any claim, suit, demand or action
brought under the Agreement shall be directed and/or asserted only against
APS and not against any of APS's employees, shareholders, officers or
directors. APS's liability with respect to any claims arising out of this Agreement
shall be limited as provided herein to direct damages arising out of the
performance of the Services and APS shall not be held responsible or liable
whatsoever for any consequential damages, injury or damage incurred by the
actions or inactions of the Client, including but not limited to claims for loss of
use, loss of profits and loss of markets.
FORCE MAJEURE: If performance of the Services is affected by causes
beyond APS's reasonable control, the Project schedule and the Compensation
shall be equitably adjusted by mutual agreement of the parties. APS shall not
be liable or responsible to Client, nor be deemed to have defaulted or breached
this Agreement, for any failure or delay in fulfilling or performing any term of
this Agreement when and to the extent such failure or delay is caused by or
results from acts or circumstances beyond the reasonable control of APS.
These causes include, without limitation, inclement weather conditions, acts of
God, flood, fire, earthquake, explosion, governmental actions, war, invasion or
hostilities (whether war is declared or not), terrorist threats or acts, riot, or other
civil unrest, national emergency, revolution, insurrection, pandemic/epidemic,
lock -outs, strikes or other labor disputes (whether or not relating to either
party's workforce), or restraints or delays affecting carriers or inability or delay
in obtaining supplies of adequate or suitable materials, materials or
telecommunication breakdown or power outage, or similar causes and without
the fault or negligence of the delayed party. If the event in question continues
for a period in excess of thirty (30) days, Client shall be entitled to give notice in
writing to APS to terminate this Agreement.
INSURANCE: APS shall maintain Insurance which it deems to be reasonable
throughout the term of this Agreement. APS shall provide Client with
certificates of insurance upon written request.
Client assumes sole responsibility and waives all rights and claims against
APS for all loss of or damage to property owned by or in the custody of Client
and any items at the site or in transit thereto however such loss or damage
shall occur, unless caused by the sole negligence of APS.
Client agrees to maintain appropriate Property Insurance and shall require its
insurers to waive all rights of subrogation against APS for claims covered
under any Property Insurance that Client may carry. Such waivers shall survive
termination or discharge of this Agreement.
TERM AND TERMINATION: This Agreement will continue in effect unless
terminated by either party with thirty (30) days written notice to the other party.
In the event of any termination, APS shall be paid for all Services rendered and
reimbursable costs incurred through the date of notice of termination. In the
event of termination, the Client shall pay all additional compensation related to
termination of the project.
Page 3 of 3
ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
In addition to any remedies that are provided under this Agreement, APS may
also terminate this Agreement with immediate effect upon written notice if the
Client becomes insolvent, files a petition for bankruptcy or commences or has
commenced against it proceedings relating to bankruptcy, receivership,
reorganization, or assignment for the benefit of creditors.
In the event of termination, APS shall be paid for all Services rendered and
costs incurred by APS through the date of notice of termination. In the event of
termination due to the termination of the Project, the Client shall pay all
additional costs incurred by APS related to termination of the Project.
DISPUTE RESOLUTION: If requested in writing by either the Client or APS,
the Parties shall attempt to resolve any dispute between them arising out of or
in connection with this Agreement by entering into a management/principal
level meeting(s). The first such meeting shall occur within thirty (30) days from
the first date of the written request for such meeting.
— If a dispute cannot be settled informally between the Parties within a
period of sixty (60) calendar days from the first date of the written
request, the Parties shall enter structured non -binding negotiations with
the assistance of a mediator. The mediator shall be appointed by
agreement of the Parties.
— If the Parties are unable to reach an acceptable resolution of the dispute,
controversy, or claim through the mediation process, the Parties shall
have any and all rights and remedies available to it under this Agreement
and any and all rights and remedies at law or in equity.
— Attorney Fee Provision: With respect to any dispute relating to this
Agreement, or in the event that a lien, suit, action, arbitration, mediation,
or other proceeding of any nature whatsoever is instituted to interpret or
enforce the provisions of this Agreement, including, without limitation,
any proceeding under the U.S. Bankruptcy Code and involving issues
peculiar to federal bankruptcy law or any action, suit, arbitration, or
proceeding seeking a declaration of rights or rescission, the prevailing
party shall be entitled to recover from the losing party its reasonable
attorney fees, paralegal fees, expert fees, and all other fees, costs, title
reports, title guarantee reports, and expenses actually incurred and
reasonably necessary in connection therewith, as determined by the
judge or arbitrator at trial, arbitration, mediation, or other proceeding, or
on any appeal or review, and all proceedings in U.S. Bankruptcy Court.
APS shall also be entitled to reasonable attorney's fees and costs
incurred in enforcing any award and/or judgment, in addition to all other
amounts provided by law.
ASSIGNMENT: Neither party to this Agreement shall, without the prior written
consent of the other party, which shall not be unreasonably withheld, assign
the benefit or in any way transfer any claim or obligation under this Agreement
or any part hereof. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, and except as otherwise provided herein, upon their
executors, administrators, successors, and assigns.
Statement of Work for BHC Consultants•
NO THIRD -PARTY BENEFICIARY: This Agreement is for the sole benefit of
the parties hereto and their respective successors and permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any other
person or entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
LEGAL CONSTRUCTION: In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not affect
any other provision hereof. This Agreement shall be construed as if such
invalid or unenforceable provision had never been contained herein.
ENTIRE AGREEMENT: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties relating to the subject
matter of this Agreement and is the entire understanding and agreement
related thereto. This Agreement may be amended by mutual consent of the
parties in writing to be attached hereto and incorporated herein, executed by
APS's and the Client's authorized representatives.
WAIVER: Failure by one party to notify the other party of a breach of any
provision of this Agreement shall not constitute a waiver of any continuing
breach. Failure by one party to enforce any of its rights under this Agreement
shall not constitute a waiver of those rights. The waiver by either party of a
breach or violation of any provision of this Agreement shall not operate as, or
be construed to be, a waiver of any subsequent breach of the same or any
other provision hereof.
SEVERABILITY: If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction.
SURVIVAL OF PROVISIONS: The expiration or termination of this Agreement,
or any Task Order shall not affect the provisions, and the rights and obligations
set forth in which either by their terms state or evidence the intent of the Parties
that the provisions survive the expiration or termination, or must survive to give
effect to the provisions.
GOVERNING LAW: The validity of the Agreement and any of its terms or
provisions, as well as the rights and duties of the parties hereunder, shall be
interpreted and governed by the laws of the state in which the Project is
located.
Specific state statutes and regulations will be adhered to under this contractual
agreement through the use of Addendums, as appropriate.
Page 4 of 3
Docusign Envelope ID: AD2C3F7D-5984-8E97-8106-04BCE52AC432
EXHIBIT Al
4!L N.L. Olson & Associates, INC.
Engineering, Planning & Land Surveying
May 15, 2026
John Frech, P.E.
Project Engineer
BHC Consultants
1601 Fifth Avenue Suite 500
Seattle, Washington 98101
RE: Topographic Survey Well 13 Site Improvements: Kendall Street PRV
Dear Kevin,
N. L. Olson & Associates, Inc. (NLO) appreciates your request for a proposal to provide
mapping on Kendall Street to facilitate final design of the PRV associated with the Well 13
Improvements.
The project lies to the East of Kline Avenue, on the North side of Kendall Street. The area of
the survey extends approximately 150 feet East of the intersection of Kendall and Kline.
NLO will coordinate with BHC and will make a field visit to the site after APS has completed
their work to paint utility locations. NLO will provide a map of the constructed right of way
cross-section and extend the survey to the North ROW line of Kendall in the area of the
proposed PRV.
The final deliverable will be a digitally signed PDF with the associated CAD drawings.
The estimated cost of these services is $3,750. These services are offered on a not to
exceed basis of $3,750 and will be billed Time and Materials.
Sincerely,
K
Da Id Myhill, PLS
Docusign Envelope ID: AD2C3F7D-5984-8E97-8106-O4BCE52AC432
EXHIBIT B
Work Breakdown Structure with Level of Effort for the PRV 390-260 Design Project
WORK TASKS
BHC
SUBCONSULTANTS
Project
Manager
P.I.C./
QA/QC
Lead Engineer
CADD
Project
Assistance
Admin. Staff
BHC Total Hours
and Costs
APS (Utility
Locates)
N L Olson and
Associates
(Surveyor)
PROJECT STAFF
Frech
Gillespie
Ye-Tenetti
Fritchman Pierson
LABOR CATEGORY
Sr. Engineer
Sr. Engineer
Sr. Engineer
Technician
Clerical
LABOR RATE ($)
$260
$261
$157
$157
$154
$165
TASK 100 - Project Management
Coordination and Management of the Project Team
4
4
8
Subconsultant Coordination & Management
2
4
6
Monthly Progress Reports & Invoices (4 months)
6
3
6
15
Meetings
Project Kickoff Meeting at Site
6
6
12
Status Meetings with City on line (assume 2 at 1hr)
2
2
4
Submittal Review Meeting with City on line (1 at 2 hrs ea)
2
2
4
Subtotal Hours
20
0
14
0
5
10
49
Subtotal Costs
$5,191
$0
$2,203
$0
$769
$1,653
$9,815
TASK 200 - Final Design (Plans, Specifications, and OPCC)
Draft Final Design
12
4
32
16
24
88
Final Design Bid Documents
8
4
8
6
6
32
Utilty Locates
2
2
$1,040
Site Topographic Survey
2
2
4
8
$3,750
Subtotal Hours
24
8
42
26
30
0
130
Subtotal Costs
$6,229
$2,088
$6,608
$4,072
$4,611
$0
$23,607
$1,040
$3,750
TASK 300 - Bid Assistance
Pre Bid Meeting
4
8
12
RFls and Addenda
6
12
4
4
26
Subtotal Hours
10
0
20
4
4
0
38
Subtotal Costs
$2,596
$0
$3,147
$626
$615
$0
$6,983
TOTAL ESTIMATED LABOR HOURS, Tasks 100 to 300
54
8
76
30
39
10
217
SUBTOTAL LABOR COSTS, Tasks 100 to 300
$14,016
$2,088
$11,957
$4,698
$5,994
$1,653
$40,406
$1,040
$3,750
TOTAL BHC LABOR COST
$40,406
TOTAL SUBCONSULTANT COST (including 10% Mark Up)
$5,269
TOTAL ODCs (travel, reproduction)
$250
TOTAL PROJECT COST
$45,925