114-22 - Commonstreet Consulting, LLC - ContractDocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
Port Orchard Contract #: 114-22
Authorized Amount:$125,000.00
Date Start: November 8, 2022
Date End: November 8, 2025
CONSULTANT SERVICES AGREEMENT
for
On Call Right of Way Services
THIS AGREEMENT is entered into by and between the City of Port Orcliard,
Washington, a municipal corporation organized under the laws of the State of Washington ("City"', and
Corn monstreet Consulting, ("Consultant") organized under the laws of the State of Washington,
located and doing business at 92 Lenora Street, PMB 125, Seattle WA 98121, (503)302-4520 Kari Lowe
(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 certadl
terms and conditions; and
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth
below, the parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform work as assigned by the City, which may include the services
described in Exhibit "A" of this Agreement which is attached hereto and incorporated herein by this
reference as if set forth in full. Additional work may be assigned by the City, however, this Agreement
does not obligate the City to assign any specific work or any work to the Consultant. In performing the
services, the Consultant shall comply with all federal, state, and local laws and regulations applicarle to
the services. The Consultant shall perform the services diligently and completely and in accordance with
professional standards of conduct and performance. The Work to be performed under this Contract shall
commence as soon as the Contractor has been officially notified to proceed and the first Work Order has
been issued. The Consultant shall provide the services within the scope of each Work Order within the
schedule agreed upon between the City and Consultant.
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.
City of Port Orchard and_Connnonstreel Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 1 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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 $
TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed $125,000.00 without written authorization and will be based on the list of billing rates
and reimbursable expenses attached hereto as Exhibit "B."
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and
materials basis according to the list of billing rates and reimbursable expenses attached hereto as
Exhibit "B."
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to the
City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective ' date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
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
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 2 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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 November
8, 2022 and ending November S, 2025 unless sooner terminated under the provisions of this Agreement.
The City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to
retain the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience necessary
to provide the services under this Agreement and is appropriately accredited and licensed by all
applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or information,
regardless of form or format, and all other materials produced by the Consultant in connection with the
services provided to the City, shall be the property of the City whether the project for which they were
created is executed or not.
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 submi _ted
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.
City of Port Orchard and_Conzntonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 3 of 1:'
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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 negligence, acts, errors and 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.
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.
City of Port Orchard and_Commonstreel Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 4 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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:
limits:
Automobile Liability insurance covering all owned, non -owned, hired and lensed
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, indeper_dent
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 oflnsurance. Consultant shall maintain the following insurance
i. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to cor_tain,
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 contr_bute
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.
City of Port Orchard and Connnonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 5 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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 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.
City of Port Orchard and_Commonsireet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 6 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
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 t_me
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. Uoon
termination, the City may take over the work and prosecute the same to completion, by cont--act
or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant 31all
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)stall
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
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 7 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1CO08CO2B
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 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.
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 8 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
17. Conflict of Interest.
The Consultant represents to the City that it has no conflict of interest in performing any of the serv-ces
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 snall
accrue to the City in the event that the terms of the provision are effectuated.
20. Employment of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems (DRS).
Pursuant to RCW 41.50.139(l) and WAC 415-02-325(1), the City is required to elicit on a written -orm
if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2D08
ERFs, and whether the nature of the service and compensation would result in a retirement benefit being
suspended. Failure to make this determination exposes the City to significant liability for per_sion
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners ret=red
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the -orm
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
21. 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 atta:,hed
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 9 of : 7
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1CO08CO2B
may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated
by written amendments to this Agreement.
22. 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.
23. 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.
24. 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; and (d) a copy shall be sent by email to
kartigcsrow.com, 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
Bwallace cr citvofportorchard.us
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
Kari Lowe, CEO
92 Lenora Street PMB 125
Seattle, WA 98121
Phone No.: (503) 302-4520
Email: kari@csrow.coin
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 10 of 17
Updated 4/2022 1BDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
25. Resolution of Disputes; Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and condi=ions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreemen., the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorneys' fees from the other Party.
26. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulationE 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.
27. 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 anc 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 -ime,
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.
City of Port Orchard and_Commonstreel Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 11 of 17
Updated 412022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In
all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of
race, color, national origin, sex, age, disability, income -level, or LEP.
D. Information and Reports. The Consultant will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined by the
City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.
Where any information required of the Consultant is in the exclusive possession of another who fails or
refuses to furnish the information, the Consultant will so certify to the City or the FHWA, as appropriate,
and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the
non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or
the FHWA may determine to be appropriate, including, but not limited to:
i. withholding payments to the Consultant under the Agreement until the contractor
complies; and/or
ii. cancelling, terminating, or suspending the Agreement, in whole or in part.
F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will
take action with respect to any subcontract or procurement as the City or the FHWA may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the
Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because
of such direction, the Consultant may request the City to enter into any litigation to protect the interests
of the City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
28. Counteiharts.
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.
29. 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.
City of Port Orchard and_Commonsireet Consulting, LLC
Professional Service Agreement Contract No. 1/ 4-22
Page ] 2 of ] 7
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
docuSignnd by:
By: C!
Todd Hudak
Title: Principal
Date: 10/21/2022 1 10:35:28 PDT
City of Port Orchard and_Connnonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Updated 4/2022 [BDR
CITY OF PORT ORCHARD
By:
Robert Putaansuu, Mayor
Date:
ATTEST/AUTHENTICATE
17:KM-J.�7a),wro� -
Wallace, MC, City Clerk
APP D AS TO FORM
Port OrchaN,QjXy, Attorney's Office
a``C . • �p 0 R A •�'7.�rr.
a '
,TFOFiVIIAt`�````•
Page 13 of 17
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the following outlined here or attached separately.
The work to be performed by the CONSULTANT consists of services for procurement of right-of-way
acquisition, property management, and relocation, permanent easements, and/or temporary
construction easements for future transportation and/ or utility improvement projects. Future projects
phases may be federally funded. Work shall be completed within the guidelines of the Federal Uniform
Relocation Assistance and Real Property Acquisitions Policies Act (URA), Washington State
Department of Transportation (WSDOT) Local Agency Guideline Manual, and the CITY's approved
Right of Way Acquisition Procedures. Services may include title reports, appraisals, appraisal review,
exhibits prepared by engineers and surveyors, and obtaining right-of-way certification from WSDOT
and negotiations. Work may also include assisting the City with administration and reporting related to
agreements and procedures with the State. Not all work is known in advance and tasks will be assigned
on an on call basis.
City of Port Orchard and_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 1/ 4-22
Page 14 of 17
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
EXHIBIT B
Rates for Services to be Provided by Consultant. The Consultant shall furnish the services in accordance
with the rates specified below or attached hereto, as Exhibit B.
The labor rates and classifications, as shown shall be subject to renegotiations for Bch
subsequent twelve ( I2) month period upon written request of the CONSULTANT or the
AGENCY. The written request must be made to the other party a minimum sixty (60) day prier to
raising rates with a limitation, i.e., no more than annual CPI-U for Seattle/Tacoma/Bellevue.
Commonstreet Consulting, LLC
Schedule of Hourly Rates*
Principal / Sr. Advisor / Program Manager $ 230.00
Senior Project Manager $ 208.00
Project Manager / Property Manager $ 185.00
Senior Right of Way Agent $ 155.00
Right of Way Agent $ 125.00
Senior Project Control Specialist / Senior ROW Technician $ 155.00
Project Control Specialist / ROW Technician $ 115.00
Terms and Conditions
Subcontracted services will be invoiced at cost plus ten percent (+10%). This schedule of
hourly rates is subject to a 5% increase annually from the contract date.
Grant Funding Requirements
Consultant's Rates shall be invoiced, as necessary, to comply with requirements of third party funding
requirements, including but not limited to FHWA/WSDOT, RCO, CFT, and FTA requirements. Cijy,
shall provide any information necessary to comply with funding requirements.
City of Port Orchard and_Commonstreel Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 15 of - 7
Updated 4/2022 IBDR
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EA1C008CO2B
APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including but
not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 C.F.R. Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal -aid recipients,
sub- recipients and contractors, whether such programs or activities are Federally funded or
not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
City of Port Orchard and_Commonsireet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Updated 4/2022 IBDR
Page 16 of 17
DocuSign Envelope ID: 5259A9AF-523C-46E6-86DC-4EAlC008CO2B
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_Commonstreet Consulting, LLC
Professional Service Agreement Contract No. 114-22
Page 17 of 17
Updated 4/2022 IBDR