Special Inspection Agreement.pdfCITY COPY
KraZaF1 & ASSOCIATES, INC. Ill; E 1
GEOTECHNICAL ENGINEERING • ENVIRONMENTAL ENGINEERING V,tJlt.i�'is"6:?::;°r°=,`'P'"sir
CONSTRUCTION TESTING & INSPECTION C91*Y01-'E "e1;, S`
SHORT FORM AGREEMENT FOR TESTING & INSPECTION SERVICES
Project Information for Inclusion on Reports:
Project Name: Brackett's Corner
Project Address and APN: Various Locations - Edmonds, WA
Proposal Number: T18545WAL
This Agreement between Westerly, LLC - 320 Dayton Street, Suite 101. Edmonds, WA 98020 Tel: (425) 483-8350
Attn: Todd Cliggott E-Mail: todd(cD-westerlyre.com
(Client name and address)
hereinafter referred to as "CLIENT", and Krazan & Associates, Inc., hereinafter referred to as "Consultant", for Testing & Inspection Services, to
be provided by Consultant, is executed in the County where the services are performed and is effective as of the 18th day of June, 2018. The
parties agree as follows:
1. Services
Consultant will perform Services under this Agreement as an independent contractor. CLIENT shall retain the responsibility for determining and
scheduling the required tests and/or inspections. No claims for loss, damages or injury shall be brought against Consultant by CLIENT or any third
party for Testing & Inspection not performed due to the lack of scheduling of Consultant. Consultant's work shall not include determining,
supervising or implementing the means, methods, techniques or procedures of construction. Consultant shall not be responsible for job site safety
or the evaluating & reporting of job conditions concerning health, safety or welfare.
2. Cost of Services
COST ESTIMATE
Scope: Testing and Inspection Services
Units)
Rate*
Total
Structural Proprietary Anchor Inspection (1 visit)
6.00
$75.00
$450.00
Mileage
8.00
$0.60
$4.80
Report Preparation
2.00
$55.00
$110.00
Project Management
2.00
$105.00
$210.00
$
$0.00
$
$0.00
$
$0.00
Estimated Cost of Services:
$774.80
* Labor per hour; laboratory testing, equipment fees, mileage, expenses per each
The term "Cost Estimate" does not imply a maximum contract amount, but only the extension value of our unit prices at the time of the initial
request for services. Costs estimates associated with proposals for construction testing and inspection services are provided in good faith based
on the scope of services initially requested and do not include additional services, added time, retests or reinspections. A 4.0-hour minimum, portal
to portal charge per call, applies to all Consultants inspections. Services rendered on Saturdays or in excess of 8 hours per day Monday through
Friday (excluding holidays) will be billed at time and a -half the hourly rate. Services on holidays and Sundays or in excess of 8 hours on a Saturday
or in excess of 12 hours on weekdays, will be charged at double the hourly rate.
3. Payment
Where the total Cost of Services is $1,000 or less, or where an account has not been established, Payment is due and payable at the time
the services are rendered.
® Payment is due and payable at the time the services are rendered.
or
❑ Payment shall be in accordance with the rates listed above, or when rates are not listed, in accordance with the Fee Schedule in effect
when the Services are performed. 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 payment is not maintained on a
thirty (30) day current basis, Consultant may suspend further performance until payments are current. CLIENT shall notify Consultant of any
disputed amount within fourteen (14) calendar days from date of the invoice, give reasons for the objection, and promptly pay the undisputed
amount. CLIENT shall pay an additional charge of one and one-half percent (1t/2%) per month or the maximum percentage allowed by law,
whichever is the lesser, for any past due amount. In the event of a legal action for invoice amounts not paid, reasonable attorneys' fees, court
costs, and other related expenses shall be paid to the prevailing party. Consultant shall have the right to require payment in full prior to the release
of any final report.
4. Professional Standard of Care
Consultant shall perform its services in a manner consistent with the standard of care and skill ordinarily exercised by members of the profession
practicing under similar conditions in the geographic vicinity and at the time the services are performed. The CLIENT recognizes the inherent risks
COMT Form Contract 2018.1 Page 1 ot'2 TI8545WAL Bracketts Comer.doc
connected with site development and understands when signing that construction creates risks that are not entirely eliminated through the services
Consultant. This Agreement neither makes nor intends a warranty or guaranty, express or implied, nor does it create a fiduciary responsibility to
CI,;ENT by Consultant. Statements made in Consultant's reports are opinions based upon engineering judgment and are not to be construed as
representations of fact.
5. Limitations
CLIENT and Consultant agree that, to the fullest extent permitted by law, Consultant's and its employees', agents' and subcontractors' (referred to
collectively in this Article as "Consultant") total aggregate liability to CLIENT and its employees, agents and contractors (referred to collectively in
this Article as "CLIENT") is limited to Five -Thousand Dollars ($5,000) or the total cost of Services, whichever is greater, for any and all of CLIENT's
injuries, damages, claims, losses, expenses, or claim expenses including, without limitation, CLIENT's claims of contribution and indemnification,
express or implied, with respect to third party claims relating to services rendered, or obligations imposed under this Agreement or arising out of
Consultant's performance of his professional work and or negligent acts This limit applies to all services on this Project, whether provided under
this or subsequent agreements, unless modified in writing, agreed to and signed by authorized representatives of the parties. CLIENT agrees to
indemnify Consultant for all liabilities in excess of the monetary limits listed. The parties also agree that the CLIENT will not seek damages in
excess of the limitations indirectly through suits with other parties who may join Consultant as a third -party defendant.
6. Dispute Resolution
The parties agree that if any disputes arise concerning the enforcement or interpretation of this agreement, with the exception of non-payment
issues including Consultant's perfection of a mechanic's lien, the parties shall first attempt to resolve their disputes through good faith negotiation.
If the parties are unable to resolve the disputes, with the exception of non-payment issues including Consultant's perfection of a mechanic's lien,
they shall consider in good faith the desirability of formal non -binding mediation. If no mediator can be mutually agreed on, then a mediator will be
appointed by the American Arbitration Association. If the matter is later referred to arbitration, the arbitration shall be conducted in the County and
State where the project is located. The arbitrator shall be authorized to provide all recognizable remedies available in law or equity for any cause of
action 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 their own costs and attorney's fees related to the arbitration.
7. Claims by CLIENT
In the event the CLIENT makes a claim or brings any action against Consultant for any act arising out the performance of these services, and the
CLIENT fails to prove such claim or action, then the CLIENT shall pay all legal and other related costs and expenses incurred by Consultant in
defense of such claim or action.
B. Choice of Law; Venue
This Agreement will be construed in accordance with and governed by the laws of the state in which the Services are performed. 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 the County where the Krazan office is located. 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 staff time, court costs, reasonable attorney's fees, and other claim related direct expenses.
9. Consequential Damages
Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one
another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act
or omission, or other wrongful act of either of them.
10. Survival
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. Limitations of liability and indemnities will survive termination of this AGREEMENT for any cause,
11. Indemnity
To the fullest extent permitted by law, CLIENT agrees to indemnify, hold harmless, and defend Consultant and their respective officers, directors,
shareholders, employees, and sub -consultants (collectively "Indemnities") from and against any and all claims, demands, causes of action,
damages, liabilities, including attorney's fees and costs of defense (collectively "Claims") that arise from or are alleged to arise from any negligent
acts, errors, omissions, misuse of electronic files, or breaches of this Agreement by CLIENT, its agents, officers, employees, or sub -contractors.
CLIENT also agrees to indemnify, hold harmless, and defend Indemnities from and against any and all claims for payment, liens, or other
encumbrances recorded against real property, asserted or filed by CLIENT or by any person or entity hired by CLIENT CLIENT's obligations to
indemnify, hold harmless, and defend apply separately to each Indemnity. The indemnity obligations established under this Agreement will survive
the expiration or termination of this Agreement.
12, Authority to Sign
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.
13. Entire Agreement
This Agreement between the parties consists of these terms and any exhibits or attachments noted in this Agreement. Together, these elements
will constitute the entire Agreement superseding any and all prior negotiations, correspondence, or agreements either written or oral. Any
modifications to this Agreement shall be in writing and signed by authorized representatives of the parties. This agreement was developed to be
fair and reasonable to both parties. 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. The terms of this agreement will prevail over any different or additional terms in CLIENT's purchase order or
other forms unless agreed in writing by Consultant. The parties acknowledge that there has been an opportunity to negotiate the terms and
conditions of this Agreement and agree to be bound accordingly ____ -19
CLIENT: Westerly Cliggott KRAuny XS ct
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Signature Date Signature to
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