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HomeMy WebLinkAbout002-26 - Shums Coda Associates - ContractDocusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 Port Orchard Contract #: 002-26 Authorized Amount: $525,000 Date Start: January 1, 2026 Date End: December 31, 2030 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 Shums Coda Associates, ("Consultant") organized under the laws of the State of California located and doing business at 5776 Stoneridge Mall Road, Suite 150 Pleasanton, CA 94588 (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 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 applicable to the services. The Consultant shall perform the services diligently and completely and in accordance with professional standards of conduct and performance. 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. 2. Comaensation. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 1 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 The City shall pay the Consultant for services rendered according to the rates and methods set forth below. TIME AND MATERIALS NOT TO EXCEED. Compensation for services performed pursuant to this Agreement in any contract year shall not exceed a maximum annual cap of $75,000, based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "B". Starting December 1, 2026, for work to be performed in 2027 and beyond, Consultant may submit an updated Exhibit C (Schedule of Charges) on an annual basis. Any updated Exhibit C must be submitted no later than December 1 of the preceding year, and any proposed annual increase in rates and reimbursable expenses shall not exceed the annual CPI -U for Seattle/Tacoma/Bellevue unless mutually agreed. 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 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 2 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 A. This Agreement shall be in full force and effect for a five (5) year period commencing on January 1, 2026, and ending December 31, 2030, unless sooner terminated or extended pursuant to the provisions of this Agreement. The City reserves the right to offer two (2) one-year extensions prior to the expiration of the Agreement to retain the Consultant's services, without further action by the City Council, subject to the annual cap set forth in Section 2 hereof. 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 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 3 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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 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. 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: City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 4 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 i. 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: 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 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 5 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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. 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 City of Port Orchard and Shums Coda Associates Updated 4/2022 IBDR Page 6 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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) 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 7 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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. 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page8 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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. 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 City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 9 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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: Christine Godinez, COO Shums Coda Associates, Inc. 5776 Stoneridge Mall Rd, Ste 150 Pleasanton, California 94588 Christine.Godinez@ShumsCoda.com Phone: 925-463-0651 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 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. Comoliance 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 10 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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 forSubcontracts, 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. City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 11 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the dates listed below. CONSULTANT Signed by: By•81C01PE7123 Title: Chief Operating Officer 10/15/2025 Date: CITY OF PORT ORCHARD �.5igned by: By. Robert Putaansuu, Mayor Date: 10/15/2025 ATTEST/AUTHENTICATE Brandy Wallace, MMC, City Clerk APPROVED AS TO FORM Signed by: 2nf7n1F7ss7n457 City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 12 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 Port Orchard City Attorney's Office City of Port Orchard and Shums Coda Associates Updated 4/2022 IBDR Page 13 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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. City of Port Orchard and Shums Coda Associates Updated 4/2022 IBDR Page 14 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 EXHIBIT B Schedule of Fees 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. City of Port Orchard and Shums Coda Associates Updated 4/2022 IBDR Page 15 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 EXHIBIT C Schedule of Charges to be Provided by Consultant. The Consultant shall furnish the services in accordance with the rates specified below or attached hereto, as Exhibit C. City of Port Orchard and Shums Coda Associates Updated 4/2022 IBDR Page 16 of 18 Docusign Envelope ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 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 VI, City of Port Orchard and Shums Coda Associates Updated 4/20221BDR Page 17 of 18 Docusign Envelope ID: AE497A0C-1CC0-4742-9E34-4B739BDCBBD9 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 Shums Coda Associates Updated 4/2022 IBDR Page 18 of 18 ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 Building Plan Check Fees Fees for comprehensive plan reviews will be equal to sixty-five percent (65%) of the plan review fees as calculated per the City of Port Orchard. The fee covers all services associated with the typical plan review, first, second and quick third reviews to approve projects. The following may be charged at an hourly rate: extensive plan reviews (longer third reviews or more), smaller projects with extensive reviews with redlines to approve or standard submittals (i.e., PV systems, etc.) can be invoiced hourly or at a flat/fixed fee (to be determined), pre -application, pre -construction, or additional meeting attendance that is necessary for unusual or complex projects. Fees for expedited reviews will be negotiated directly with city's Building Official prior to beginning the review and will be a fixed fee based on the determined complexity of the project, availability of SCA staff and requested expedited turnaround schedule. It will be possible that an expedited review can be completed with no additional charge in some instances. Hourly Rates We provide ranges to reflect options related to number of certificates and level of experience provided. Job Titi Plans Examiner Plan Review Engineer/Architect Fire Plan Review Fire Inspector Acting Supervisor of Inspectors (I.O.R.)** Senior Inspector** Inspector II** Inspector I** Inspector in Training Permit Technician Clerical Support In -House Code Trainina (virtual) Hourly Rate $135 $145 $165 $190 $135-$145 $125 - $135 $115-$125 $95-$115 $75 - $95 $75 - $95 $65 - $75 $150 Overtime will not be charged for any plan review services, but SCA does reserve the right to negotiate additional fees for major re -designs or consistently incomplete responses to initial plan review comments (as agreed upon mutually with the jurisdiction). Overtime for inspection and other services will be charged at 150% of the standard hourly rates. ** Hours for inspections more than 8 hours (per day) will be billed as overtime at the rate shown above. When overtime is requested, on days when the inspector has not already carried out inspections on the site (i.e., weekends, holidays, etc.), overtime inspection services will be provided in 4 -hour minimum segments. These rates do not include mileage costs as part of the rates, as we invoice mileage for inspections at the current IRS rate + 10%. However, we are willing to negotiate any or all of these fees further if selected for the project services, as we pride ourselves on being able to customize our services to meet the jurisdictions needs and budget. SHUMS CODA %►��� ASSOCIATES Shums — (Noun): 1. Sun; 2. Light; 3. Brilliance; 4. Knowledge Coda — (Noun): 1. Final section of a musical piece — a final section that adds dramatic energy to the work as a whole, usually through intensified rhythmic activity; 2. Extra text — an additional section at the 12 1 P a g e end of a text, for example, a literary work or speech that gives additional information. ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 Scope of Services SCA will provide On Call Building and Fire Plan Review and Inspection Support Services in accordance with the Scope of Services identified in the City of Port Orchard's Request for Proposal (RFP) document. SCA's goal is to provide the City of Port Orchard with exceptional building and life -safety customer service by providing an experienced team and fostering open communication with the city and applicants to deliver complete, accurate, and on -time services. SCA will maintain regular communication with the City of Port Orchard's staff to ensure that we meet the city's expectations. We therefore provide multiple ways for the city (or the applicants) to contact our managers or staff (office and cell phones, texts, emails, and video conferencing), as we prefer to provide as many opportunities as possible to communicate and resolve issues quickly. Likewise, we recognize that sometimes we will need to alert the city staff to issues we have discovered in our reviews or inspections, or to obtain direction on how to proceed with unusual code concerns — so only through communicating with the city, will a clear and consistent message be delivered in a timely manner. The following reflects our proposed process of providing the scope of services requested. We follow these processes with each project, but our philosophy is to still meet the city's needs regarding our services. As such, we maintain the ability to adjust our process to accommodate the City of Port Orchard. Plan Review (Building and Fire) Services SCA can perform plan reviews that cover one or more of the following disciplines: ➢ Building: architectural (fire/life safety), structural, mechanical, electrical, plumbing, accessibility, green building, energy conservation, and geotechnical in conformance with the currently adopted Jurisdiction Building Codes, or International Building Codes (all as modified or amended by the jurisdiction). ➢ Fire: fire/life safety requirements of the IBC/IFC,, site reviews for hydrants and apparatus access, fire suppression, fire alarm, NFPA standards as they pertain to construction, equipment, fire protection systems, smoke control reports and hazardous materials to the currently adopted International Fire and Building Codes (all as modified or amended by the jurisdiction). ➢ Public Works/Engineering: grading, drainage, geotechnical, on-site\right-of-way improvements, construction management and inspection for public infrastructure projects, and FEMA Flood Insurance Program. Plan Review Implementation SCA begins with a process to ensure that electronic plans are properly received and complete to allow us to begin our reviews. SCA staff have a system in place that verifies that all electronic files are received (correcting any corrupted files). Our team will usually reach out to the city's staff within 24 hours, with any discrepancy in submittal documents, or even transmittals related to each review. Internally, our Plan Check Manager meets with the Plans Coordinators to assess and understand each project received, as well as putting it into a larger database schedule that we maintain internally for all jurisdictional projects. It is at this point that our Manager and Coordinator will begin the process of assigning each project a unique SCA job number for tracking purposes, which the city staff or applicants can access at any time during our review cycles. Then each project will be assigned to a SCA plan review team member, based on experience, expertise, and complexity of the project along with the current availability of each team member. Our plan review staff is well versed and able to review all code requirements. Most smaller projects can be reviewed by a single plan examiner/engineer and for large projects, our plans coordinators will confer with our plan review manager to divide project portions into smaller systems reviews — which ensures that the project stays on schedule with multiple persons assigned to handle larger lifts. The plans coordination team will continue to check -in and update schedules during each cycle of review, and make sure that each plan review member remains on schedule or re -assigning (when needed) some work to ensure turnaround times are met. SHUMS CODA %►��� ASSOCIATES Shums — (Noun): 1. Sun; 2. Light; 3. Brilliance; 4. Knowledge Coda — (Noun): 1. Final section of a musical piece — a final section that adds dramatic energy to the work as a whole, usually through intensified rhythmic activity; 2. Extra text — an additional section at the 5 1 P a g e end of a text, for example, a literary work or speech that gives additional information. ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 We prefer (if approved by the City of Port Orchard) to expedite or clarify plan review items by contacting the designers and communicating directly, using the most advantageous media available, to resolve issues. In today's development climate a brief phone call, or a thirty -minute online meeting can save weeks of back -and - forth delays to obtain minimum code compliance and approvals. We understand that there can be limitations in the designer's technology or jurisdictional inter -department review process, which sometimes prohibit these methods from being implemented completely with every project. But with any approach being implemented we can resolve code issues with SCA understanding all communication/comment letters (first or concurrently) are processed through the city as directed by your staff. All reviewed and approved documents shall be returned to the city after the plan review process is completed, and input into the tracking software as directed by the City of Port Orchard's staff. We will look to the City of Port Orchard's staff and take your lead on how to effectively streamline communication, because at the end of the day our goal is to build a relationship as a cohesive team. When review cycles are completed, our managers will review final products to ensure that comments are formatted properly, and clear regarding code concerns. Through our database and team of plans coordinators, SCA can provide clear and direct information to the city's staff (or the applicants) related to plan review status. When questions arise, our project coordinators will direct all inquiries to the appropriate plan review staff to respond and resolve issues. This ensures that every item related to a plan review list can be responded to and resolved with the staff person that created the comment initially. We are committed to returning calls and emails promptly and with a professional approach associated with these services. Plan Reviews and Approvals Our standard plan review reports result in lists of comments which refer to specific details, drawing or location in the building, and reference applicable code and/or NFPA sections for each item cited. Our comment lists should be self-explanatory, but our review team will remain available during working hours (and often off -hours) by phone and/ or video conferencing to share and discuss the code concerns with the city's staff and/or the applicants to provide any additional clarification/discussion needed of the applicable building code section, ordinances, or regulation. We will provide a similar list at each cycle of the review process, but typically strive to resolve reviews in two cycles, with perhaps a quick third review of the remaining comment (or two). When a review remains extensive at a third (or longer) review cycle, SCA staff will reach out to the City of Port Orchard's staff to discuss the overall items of concern and look for directions on any alternative methods to keep the project review moving in a positive direction. With these difficult reviews, SCA is not opposed to online video conferences to share and discuss the code concerns with the city's staff and the applicant — hopefully to assist in receiving a more complete resubmittal with the next review. Further, we can activate our team early in the process (usually prior to construction documents being submitted to the city), to provide general code reviews with design development plans, assisting with sensitive project design teams understanding larger code concerns early in the process and hopefully allowing corrections that will reduce plan review cycles in the future. SCA prefers to review larger projects in this manner, but only under the clear direction of the city, and with the understanding that we are not designing the project but merely representing the City of Port Orchard's code concerns. Technology We have seen our paper plan reviews nearly disappear in favor of electronic plan reviews. Electronic plan reviews have been a strength for our team, having reviewed thousands of electronic projects. SCA can review all plans electronically and provide review letters in multiple formats. This has been a service provided to our clients prior to the COVID-1 9 pandemic and continues today. SCA maintains equipment for our plan review staff (i.e., dual, and larger monitors, electronic codes, added graphic cards and memory) to allow plans to be properly reviewed in an efficient manner. ��,'� SHUMS U M S CODA Shums — (Noun): 1. Sun; 2. Light; 3. Brilliance; 4. Knowledge Coda — (Noun): 1. Final section of a musical piece — a final section that adds dramatic energy to the �� ASSOCIATES work as a whole, usually through intensified rhythmic activity; 2. Extra text — an additional section at the 6 I P a g e end of a text, for example, a literary work or speech that gives additional information. ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 SCA is also knowledgeable of different databases and networks and is also proficient in many versions of electronic plan review applications, and other web -based tools. We typically utilize the Bluebeam product for our reviews but can provide our review comments on any of the other comparable platforms and are able to embed the comments into the electronic plan sheets. We can also redline revisions, and mark-up plans for minor items, to ensure approval of the plans instead of an additional review cycle being performed. SCA would look to the city to provide guidance on the preferred method of electronic comments to be received. SCA staff are knowledgeable and have experience working with a variety of different software for Electronic Plan Review, Permit Tracking, and Building Inspections. SCA currently uses the following software: Q OPENGOV M Accela Project iWoKel ePROCE$s •:. energov ■ Ocityinspect EPR citizen i vt Plan Review Turnaround Schedule In general, SCA's plan review turnaround timeframe is ten (10) business days for initial reviews and seven (7) business days for rechecks and revisions; however, it is important to note that SCA will work with the City of Port Orchard to come to an agreed upon timeframe. Timeframes for large -size projects will be confirmed with city staff prior to proceeding with the review. We also have the capability to expedite reviews when requested. Inspection (Building and Fire) Services SCA provides building, fire, and public works inspection services as directed by the jurisdiction. These services include: ➢ Perform new construction and occupancy inspections for compliance to the applicable Building, Mechanical, Electrical, Plumbing, Energy, Green and Fire codes as amended by the jurisdiction. ➢ Review of all approved plans, specifications, and documents. ➢ Review and respond to all inspection requests and reports. ➢ Attend mandatory meetings, including safety training and project management. ➢ Available for any requested annual inspections or specific emergency fire assessments. Our inspectors are qualified, certified, and licensed to conduct many different types of fire inspections. SCA will provide qualified fire system specialist inspectors as needed to the city, within one business day, if requested by noon on the previous business day. Our staff will work with your staff to ensure that all types of buildings will be inspected as requested by the city. The scope of inspection services to be provided will be defined uniquely for each project or as determined mutually by SCA and the City of Port Orchard. Inspectors provided to the city will report directly to the Chief Building Official or another person designated by the city for all project -related work. Any inspector sent to the city will need to be interviewed and/or accepted by the Department of Community Development staff prior to their commencement of inspections on behalf of the jurisdiction, as we want our staff to be appropriately qualified for and clear of the City of Port Orchard's expectations. An inspection report will be provided for each inspection outlining what inspection was conducted, the result and any conditions or corrections needed. SCA's inspection reports will reference code sections that are applicable for each comment. We will provide a similar list for each inspection cycle. It is standard practice for our inspectors to input results into the jurisdiction's inspection/ permitting software at the end of each inspection day and/ or leave a distribution copy at the jobsite for the contractor/applicant. SCA can certainly provide either or some hybrid version as needed for the City of Port Orchard. We will also provide stop work orders, when necessary, but our philosophy is always to communicate paths of resolution of code concerns, instead of stop work orders ��,'� SHUMS U M S CODA Shums — (Noun): 1. Sun; 2. Light; 3. Brilliance; 4. Knowledge Coda — (Noun): 1. Final section of a musical piece — a final section that adds dramatic energy to the �� ASSOCIATES work as a whole, usually through intensified rhythmic activity; 2. Extra text — an additional section at the 7 I P a g e end of a text, for example, a literary work or speech that gives additional information. ID: AE497AOC-1CCO-4742-9E34-4B739BDCBBD9 — as our role is also to keep the project on time and under budget. We believe in being service oriented and not building police. Our correction lists should be self-explanatory, but our inspection team will remain available during working hours (and often off -hours) to provide any additional clarification/discussion needed of the applicable building code section, ordinances, or regulations. Our inspectors provide their cell phone numbers to the contractors and homeowners if a question arises in the field, as we believe it is important that the lines of communication are kept open. We will work with the contractors and homeowners to bring a building into compliance with the applicable code whenever we can. It is our philosophy that inspections are educational opportunities to explain the purpose of the code and why certain things are required by the code. We will spend additional time explaining the purpose of a code requirement whenever necessary as we see ourselves as code educators as much as code administrators. Our goal is to get to yes and comply with the intent of the code. When inspections are slow or are consistently not ready, SCA staff will reach out to the city's staff to discuss the overall items of concern and look for direction on any alternative methods to keep construction on track. Our inspection staff is also able to attend any necessary meetings to assist in having consistent inspection progress with each jobsite. This will require SCA staff to be available to participate in and attend inspection staff meetings and training events sponsored by the city (as needed and directed). We want to do whatever we can to ensure safe buildings while helping to get projects completed on time and under budget. We pride ourselves on being problem solvers and not problem makers. When the final inspection is completed, we will notify the city that a certificate of occupancy can be issued for new buildings or addition/tenant improvements and will file the electronic report with the City of Port Orchard, to close out the permit. SCA would look to the city to provide guidance on the preferred method of how this will be completed. Quality Control One of the keys to SCA's success as a company is the commitment to quality control of our services. SCA starts with the employment of qualified and knowledgeable personnel, the use of plan check templates to match local interpretations, continuing education, and internal peer reviews. These controls raise the quality level of our plan checks by being focused on significant code issues but also providing a consistent product for our clients. With our services remaining constantly of the highest quality, it provides our clients and their communities with a high level of confidence that their plans will be reviewed with equal consideration and thoroughness required for construction safety. Technical Support As with any of our clients, SCA will provide technical support for the City of Port Orchard's service needs. We often have personnel in attendance at pre -submittal and in -progress plan review meetings, or pre -construction and on -site inspection meetings. SCA understands the value of operating quickly and efficiently, as is expected to complete a successful project in this marketplace. City of Port Orchard's projects are unique in size and complexity but demands a team that is attentive to details to reach critical construction deadlines. Personnel working on such projects at SCA will be available via phone or email to immediately address concerns or provide additional clarification of code concerns to applicants or City of Port Orchard staff. Commitment to providing additional technical support when needed often keeps projects on deadlines and under budget. SHUMS CODA %►��� ASSOCIATES Shums — (Noun): 1. Sun; 2. Light; 3. Brilliance; 4. Knowledge Coda — (Noun): 1. Final section of a musical piece — a final section that adds dramatic energy to the work as a whole, usually through intensified rhythmic activity; 2. Extra text — an additional section at the g I P a g e end of a text, for example, a literary work or speech that gives additional information.