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021-20 - GeoEngineers, Inc. - ContractLocal Agency A&E Professional Seryrces Cosf Plus Fixed Fee Consultant Agreement Agreement Number: lndex of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub-consultant Cost Computations Title VI Assurances Certifi cation Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures Firm/Organization Legal Name (do not use dba's): GeoEngineers, Inc. Address 17425 NEUnion Hill RdSte 2sO,Redmond,WA 98052 Federal Aid Number UBI Number 600-37s-010 Federal TIN or SSN Number 9r-6237984 Execution Date Completion Date March 2021 1099 Form Required mYes trNo Federal Participation trYes ENo Project Title Bay Street Pedestrian Pathway NEPA update Description of Work The consultant will prepare a public outreach summary report and an updated Environmental Justice Matrix and report as part of the NEPA updated at the request of WSDOT. n Yes n Yes n Yes tr Yes E No DBE Participation E No MBE Participation E No WBE Participation E No SBE Participation Total Amount Authorized: $ I 1,67 4.36 Management Reserve Fund. Maximum Amount Payable: Agreement Number: Page I of 14Lrcal Agency A&E Prcfessional Services Cost Plus Fixed Fee Consultant Agreement Revised 3/11/2016 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (l) of this AGREEMENI between the City of Port Orchard hereinafter called the "AGENCY" and the "Firm I Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of WorK' on page one (l) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staffto meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULIANT to provide the necessary SERVICES; and WHEREAS, the CONSULIANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: l. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULIANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in thisAGREEMENT. ll. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is desuibed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. lll. GeneralRequirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSUUIANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSUIjIANT sufficient notice prior to meetings requiring CONSULIANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULIANT and shown in Exhibit "A." The CONSUUIANT shall prepare a monthly progness report, in a form approved by theAGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSUIjIANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Local Agency A&E Prcfessional Seruices CostPIus Fixed Fee ConsultantAgreement Revised 3/11/2016 Agreement Number: Page 2 of 14 ) Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of thisAGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENI the amounts authorized to each firm and their certification number will be shown on Exhibit "8" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULIANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30/o of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULIANTS perform a minimum of 30%o of the total amount of thisAGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANI must meet the requirements as outlined in Exhibit "C - Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULIANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULIANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If toAGENCY: Name: Mark Dorsey Agency: City of Port Orchard Address: 216 Prospect Street City: Port Orchard State: WA Zip: 98366 Email : mdo rsey @cityofo ortorchard.us Phone: 360-87 6'4991 Facsimile: If to CONSLJLIANT: Name: Joe Callaghan Agency: GeoEngineers, Inc. Address: 17425 NE Union Hill Rd Ste 250 City: Redmond State: WA Zip: 98052 Email : j callaghan @geoengineers. com Phone: 253-383 -4940 Facsimile: lV. Time for Beginning and Completion The CONSULIANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSUUIANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCX or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplementalAGREEMENT issued by the AGENCY is required to extend the established completion time. Local Agency A&E Professional Seruices Cosf Plus Fixed Fee ConsultantAgreement Revised 3/11/2016 Agreement Number: Page 3 of 14 V. Payment Provisions The CONSUUIANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section I[, "Scope of Work". The CONSULIANT shall conform to all applicable portions of 48 CFR Part 3l (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of thisAGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. l. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULIANT shall maintain support data to veriff the direct salary costs billed to theAGENCY. 2. Indirect Cost Rate (tCR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULIANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and "E' of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENI when accumulated with all otherActual Costs. A summary of the CONSULIANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULIANT (prime and all sub'consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY (cost category dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSUUIANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by theAGENCY. The CONSUUIANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M l3-82, Chapter l0 - Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part31.205-46"Travel Costs." The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULIANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Local Agency A&E Plofessional Seruices Cosf Plus Fixed Fee ConsultantAgrcement Revised 3/11/2016 Agreement Number: Page 4 of 14 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULIANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULIANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or l0% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of thisAGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULIANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total AmountAuthorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULIANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non-Salary and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of veriffing the billed Direct (RAW) Labor costs for CONSULIANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULIANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULIANT shall constitute a release of all claims for payment, which the CONSULIANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULIANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULIANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULIANT, the CONSULIANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULIANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULIANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Local Agency A&E Professrbnal Seryices Cost PIus Fixed Fee ConsulhntAgreement Revised 3/11/2016 Agreement Number: Page 5 of 14 D. Inspection of Cost Records: The CONSUUTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on thisAGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's lnternal Audit Office andlor at the request of the AGENCY's Project Manager. Vl. Sub-Gontracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of thisAGREEMENT. The CONSULIANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by theAGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULIANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULIANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULIANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of thisAGREEMENT. The CONSUUIANT shall carry out applicable requirements of 49 CFR Part 26 inthe award and administration of DOT:assisted contracts. Failure by the CONSULIANT to carry out these requirements is a material breach of this AGREEMEN! which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. Vll. Employment and Organizational Gonflict of Interest The CONSULIANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULIANI to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULIAN! any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULIANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULIANT only and not of theAGENCY and any and all claims that may arise under any Workmen's Local Agency A&E Prcfessional Servrbes Cost Plus Fixed Fee ConsulbntAgreement Revised 3/11/2016 Agreement Number: Page 6 of 14 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULIANT. The CONSULIANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENI any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULIANT. VIll. Nondiscrimination During the performance of this AGREEMENT, the CONSULIANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: . Title VI of the Civil Rights Act of 1964 . Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 2l Subchapter V $ 2000d (Public Law 100-259) through 2000d-4a) . American with Disabilities Act of 1990. Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 $ l2l0l et. seq.) (23 U.S.C. Chapter 3 5 324) . 23 CFR part 200. Rehabilitation Act of 1973 . 49 CFR pari1l (29 U.S.C. Chapter 16 Subchapter V $ 794) . 49 CFR part*6. Age Discrimination Act of 1975 . RCW 49.60.1g0 (42 U.S.C. Chapter 76 $ 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964,the CONSULIANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. lX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULIANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTAN! a final payment shall be made to the CONSULIANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENI plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSUIjIANT of the notice to terminate. If the accumulated payment made to the CONSULIANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSUUIANT are terminated by the AGENCY for default on the part of the CONSULIANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULIANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULIANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Locat Agency A&E Prcfessrbnal Servrces Cost Plus Fixed Fee Consultant Agreement Revised 3/11/2016 Page 7 of 14 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULIANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULIANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULIANT shall, within l5 days, notiff the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULIANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULIANT employee. The CONSULIANT shall also notiff the AGENCI in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULIANT within l5 days of such sale or transfer occurring. The CONSULIANT shall continue to be obligated to complete the SERVICES underthe terms of thisAGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULIANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANI or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULIANT. X. Ghanges of Work The CONSULIANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULIANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." Xl. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within l0 days to the Director of Public Works oTAGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works oTAGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design erors will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSUUTANT hereby consents to the personal jurisdiction ofthe Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Local Agency A&E Prcfessional Seruices Cost Plus Fixed Fee ConsultantAgreement Revised 3/11/2016 Agreement Number: Page 8 of 14 Xll. Legal Relations The CONSULIANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULIANT shall defend, indemnifr, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULIANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULIANT may be legally liable; provided that nothing herein shall require a CONSULIANT to defend or indemnifu the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULIANT is legally liable, and (b) the STATE and/oTAGENCY their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSUUIANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULIANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULIANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemniff, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSUUIANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULIANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/oTAGENCY their agents, officers and employees by the CONSULIANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULIANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at alltimes as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULIANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chaptet 42.52 RCW; or any similar statute involving the CONSULIANT in the procurement of,, or perfornance under, this AGREEMENT. The CONSUUIANT specifically assumes potential liability for actions brought by the CONSULIANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency A&E Prcfessional Seruices Cosf Plus Fixed Fee ConsultantAgreement Revised Ul112016 Page 9 of 14 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSUUIANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULIANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULIANT shall obtain and keep in force during the terms of thisAGREEMENI or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 0l 12 04 or its equivalent with minimum limits of one million dollars ($ 1,000,000.00) per occuffence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 0l l0 01 or equivalent providing coverage for any "Auto" (Symbol l) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY their officers, employees, and agents will be named on all policies of CONSULIANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSUUIANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULIANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Mark Dorsey Agency: City of Port Orchard Address: 216 Prospect Street City: Port Orchard State: WA Zip: 98366 Email: mdorsey@cityoftortorchard.us Phone: 360-876-4991 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCT including that which may arise in reference to section IX "Termination ofAgreement" of this AGREEMEN! shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULIANT's professional liability to third parties be limited in any way. Local Agency A&E Prcfessional Seruices Cosf PIus Fixed Fee Consulhnt Agteement Revised 3/11/2016 Agreement Number: Page 10 of 14 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENI or otherwise in law. Xlll. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, perfornance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (l) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modift this AGREEMENT accordingly. C. The CONSULIANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justiff it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULIANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (8.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULIANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVl. Gertification of the Consultant and the Agency Attached hereto as Exhibit "G-l(a and b)" are the Certifications of the CONSULTANT and the AGENCY Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit (6G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars (S100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULIANT, and submitted with the masterAGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Local Agency A&E Professional Seryrces Cost PIus Fixed Fee Consulbnt Agreement Revised 3/11/2016 Agreement Number: Page 11 of 14 XVll. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Xvlll. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULIANT does hereby ratiff and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULIANT, and does hereby accept thisAGREEMENT and agrees to all of the terms and conditions thereof. XlX. Protection of Confidential lnformation The CONSULIANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not Iimited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE andAGENCY source code or object code, STATE andAGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULIANT agrees to hold the State's Confidential Information in strictest confldence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENI to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULIANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULIANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENI the CONSULIANT shall, at the AGENCY's option: (i) certiff to theAGENCYthat the CONSULIANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential [nformation to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSUUIANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULIANT shall maintain a log documenting the following: the State's Confldential lnformation received in the perfornance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULIANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Local AgencyA&E Professional Seruices Cost Plus Fixed Fee ConsultantAgrcement Revised 3/11/2016 Agreement Number: Page 12 of 14 Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSUUIANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one ofthe parties by a third party that is not acting as an agent or nepresentative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notiry the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULjIANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notiI the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnifu the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULIANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information (*ESI"), that is in the possession, control, or custody of the CONSULTANI including, without limitation. any and all correspondences, contracts, AGREEMENT's, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Local Agency AllE Professional Services Cost Plus Fixed Fee Coasuthnt Agrcerment Revised 3111/2016 Page 13 of 11 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, wriffen, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULIANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULIANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULIANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSUUIANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (l ) of this AGREEMENT. Zo Signature Date February 13,2020 Signature Date Any modfication, clunge, or reformation of this AGREEMENT shall require appruval as loform by the Ofic" of the Attorney General. I t Agreement Number: Page 11 of 11L*al Agency A&E Professional Seruices Gosf PIus Fixed Fee Consultant Agreement Revtsd 3/1112016 Exhibit A Scope of Work See Attached Exhibit A Scope of Work Project No. Agreement Number: Page 1 of 1WSDOT Form 140-089 EF Exhibit A Reyised 10/30/2014 Exhibit A Scope of Selvices City of Port Orchard Bay Street Pedestrian Pathway NEPA Update Selvices December 201 I Prepared by: GeoEngineers, Inc 17425 NE Union Hill Rd Suite 250, Redmond, WA 98052 EXHIBIT A SCOPE OF WORK GToEuGTNEERO LLO1" Fawcett Avenue, Suite 2OO Tacoma, Washi ngton 98402 253.393.4940 December 20,2OL9 City of Port Orchard 2LO Prospect Street Port orchard, washington 98366[Client City, State zip) Attention: Mark Dorsey Subject: Exhibit A Scope of Work Bay Street Pathway NEPA Update Bay Street Pedestrian Pathway Project Port Orchard, Washington File No. TBD INTRODUCTION AND PROJECT UNDERSTANDTNG Thank you for this opportunity to provide a proposal from GeoEngineers, lnc. (GeoEngineers) to conduct an update to the National Environmental Policy Act (NEPA) documentation for the Bay Street pedestrian Pathway project. We understand during the current NEPA update request Washington State Department of Transportation (WSDOT) has requested additional information including documentation of public outreach and an update to the Environmental Justice (U) assessment for the original project. We have based our scope of work on conversations with Mark Dorsey, emails from Brian Diaz of WSDOT in October and a phone conversation with Jodie Beallon December 2,2OLg. SCOPE OF SERVICES This scope of services includes two tasks for preparation of a Summary of Public Outreach conducted during the original NEPA process and an update to the Environmental Justice Matrix and preparation of an Environmental Justice report. Task 1 - Public Outreach Summary Report We will work with the City of Port Orchard (City) Community Development Department to acquire the public outreach comments and responses from the State Environmental Policy Act (SEPA) public notice and the Shoreline permit process that was conducted during 2OL2.V,le anticipate a day of effort at the City working with a Community Development representative to go through the SEPA and Shoreline permit files and identiry the original documentation including public responses during the shoreline hearing, email communications and other written records. We will compile the public comments and responses and prepare a Public Outreach summary report including written records as an appendix to document the Public Outreach process conducted during the original NEPA process for the project. City of Port Orchard December 20,2OLg Page 2 Task 2 - Environmental Justlce Update GeoEngineers will prepare an updated EJ Matrix and an updated U Report as requested by WSDOT. We will gather the publicly available information and follow the format provided by WSDOT in the October 15, 2019 email from Jodie Beall. The EJ Report will include a summary and the project description from the original NEPA documentation, regulations, coordination and studies previously prepared for the project and an existing conditions section from existing project information. We assume no new studies will be required to complete the EJ Report. We will prepare a draft report for review by the City and WSDOT and provide a revised final report that incorporates comments and requested revisions from the draft review. ASSUMPTIONS i We assume no new studies will be required to complete the outreach summary or EJ report. I We assume no new public outreach will be completed as part of the NEPA update. : We assume a new NEPA Categorical Exclusion Documentation Form will not be required to complete the NEPA uPdate. r We assume the project description has not changed from the original NEPA documentation. r We assume only one round of comments will be addressed in the summary report and one round in the EJ report. TERMS AND BUDGET The estimated total costforTasks 1 and2, described above, is $11,674.36. The estimated budgetsfor the tasks is described in Exhibit D. We propose to conduct our services on a time-and-expense basis in accordance with the terms in the Local Agency Guidelines agreement and our approved WSDOT overhead rate. There are no intended third-party beneficiaries arising from the services described in this proposal and no party other than the party executing this proposal shall have the right to legally rely on the product of our services without prior written permission of GeoEngineers. This proposal is valid for a period of 6O days commencing from the first date listed above and subject to renegotiation by GeoEngineers, lnc., after the expiration date. We appreciate the opportunity to submit our proposed scope of services and look forward to working with you on this project. We will not proceed with any modification to our scope or fee estimate without first contacting you and receiving your prior authorization. lf you have any questions regarding the scope of services, please do not hesitate to call us at 253.383.4940. Sincerely, GeoEngineers,lnc pa J0C:leh FiIe No. TBD Ilaghan, MS, PWS GToENGTN EERO Exhibit B DBE Participation N/A Agreement Number: Page I of IWSDOT Form 140-089 EF Exhibit B Revrsed 10/30/2014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: [. Surveying, Roadway Design & Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files N/A Agreement Number: Page I of 4WSDOT Form 140-089 EF Exhibit C Revr.sed 10/30/2014 D. Speciff the Agency's Right to Review Product with the Consultant E. Speciff the Electronic Deliverables to Be Provided to the Agency F. Speciff What Agency Furnished Services and Information Is to Be Provided Agreement Number: Page 2 of 4WSDOT Form 140-089 EF Exhibit C Revrsed 10/30/2014 II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data We will provide pdf of reports via email or Sharepoint download. WSDOT Form 140-089 EF Exhibit C Revrse d 10/30/201 4 Page 3 of 4 A. Agency Software Suite Sharepoint, MS Office, Adobe pdf B. Electronic Messaging System Email C. File Transfers Format Email or Sharepoint download WSDOT Form 140-089 EF Exhibit C Revrsed 10/30/2014 Page 4 of 4 Exhibit D Prime Consultant Cosf Computations See Attached Exhibit D Cost Computations Agreement Number: Page 1 of IWSDOT Form 140-089 EF Exhibit D Revised 10/30/2014 Exhibit D Cost Gomputations City of Port Orchard Bay Street Pedestrian Pathway NEPA Update Services December 201 I Prepared by: GeoEngineers, lnc 17425 NE Union Hill Rd Suite 250, Redmond, WA 98052 Geoengineers, lnc. City of Port Orchard Bay Street Pedestrian Pathway NEPA Update Seruices Labor Gosts: Labor Resources 1. Principal 2. Senior Scientist 1 3. Project Scientist 4. Administrator 3 EXHIBIT D Gost Computations Labor Hours 8 16 48 4 Subtotal Sheet I of 3 12t20t2019 Prepared by: Joe Callaghan Overhead (OH cost - including salary additives) OH Rate X DSC of 211.31o/o X Fixed Fee (FF):30o/o Salary Rate $78.14 $4s.45 $3e.38 $41.61 Labor Subtotal Cost $625.12 $727.20 $1,890.24 $166 .44 $3,409.00 $7,203.56 $1,022.70 $1 1,635.26 $3e.1 0 $39.10 DIRECT NON.LABOR COSTS ANTICIPATED : Travel Direct Non-Labor Costs Subtotal GEOENGINEERS ESTIMATED COSTS --$t t ,674.36 12t12t19 * These items are not in the current budget, as requested by the client. lf these items are requested, or the project hours exceed those indicated above, the unit rates shown will be used as a basis for any additional cost. EXHIBIT D Cost Computation Geoengineers, lnc. City of Port Orchard Bay Street Pedestrian Pathway NEPA Update Seruices TRAVEL 1. Vehicle MISCELLANEOUS EXPENSES 1. None Sheet 2 of 3 12t20/,2019 Prepared by: Joe Gallaghan $ per Unit $0.575 = $39.10 Number of Trips Miles per Trip 1 68 miles TRAVEL TOTAL $39.10 M!SC. EXPENSES TOTAL $O.OO TOTAL $39.10 EXHIBIT D Cost Gomputation Geoengineers, lnc. City of Port Orchard Bay Street Pedestrian Pathway NEPA Update Seruices PROJECT LABOR-HOU R ESTIMATE Sheet 3 of 3 12t20t2019 Prepared by: Joe Callaghan Pr SS PS A3 Total 4 4 1 2 Public Outreach Summary Environmental Justice 4162 12322 Total of hours: 8 16 48 4 24 50 74 Exhibit E Sub -consu ltant Gosf Com putations There isn't any sub-consultant participation at this time. The CONSULIANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting" of thisAGREEMENT. WSDOT Form 140-089 EF Exhibit E Revrsed 10/30/2014 Agreement Number: Page 1 of I Exhibit F Title Vl Assurances During the performance of this AGREEMENI the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: l. Compliance with Regulations: The CONSULIANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY Title 49, Code of Federal Regulations, Part2l, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSUUIANT, with regard to the work performed during thisAGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULIANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULIANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULIANT of the CONSULIANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULIANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCI the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULIANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSUUIANT shall so certifr to the AGENCX the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULIANT's non-compliance with the non- discrimination provisions of thisAGREEMENT, theAGENCY shall impose suchAGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: ' Withholding of payments to the CONSULIANT under this AGREEMENT until the CONSULIANT complies, and/or; ' Cancellation, termination, or suspension of this AGREEMENI in whole or in part. 6. Incorporation of Provisions: The CONSULIANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE, the AGENCY or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULIANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULIANT may request the AGENCY enter into such litigation to protect the interests of the STAIE and/or the AGENCY and, in addition, the CONSULIANT may request the United States enter into such litigation to protect the interests ofthe United States' AgreementNumber: WSDOT Form 140-089 EF Exhibit F Revrsed 10/30/2014 Page 1 of I Exhibit G Certifi cati o n Doc u m enfs Exhibit G-1(a) Exhibit G-l(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Certifi cation of Consultant Certification of Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Number: Page 1 of 1WSDOT Form 140-089 EF Exhibit G Revised 10/30/2014 Exhibit G-1(a) Gertification of Consultant I hereby certiff that I am the and duly authorized representative of the firm of GeoEngineers, Inc. whose address is 17425 NE Union Hill Rd Suite 250, Redmond, WA 98052 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULIANT) to solicit or secure thisAGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULIANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the City of Port Orchard and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. GeoEngineers, Inc. Consultant (Firm Name) December 20,2019 Official of Consultant)Date Agreement Number: Page 1 of IWSDOT Form 140-089 EF Exhibit G Revised 10/30/2014 Exhibit G-1(b) Certification of I hereby certiff that I am the: n ! other ofthe , and or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration ofany kind; except as hereby expressly stated (ifany): I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Agreement Number: Page I of 1WSDOT Form 140-089 EF Exhibit G Revrse d 10/30/201 4 Exhibit G-2 Gertification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Govered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery bribery falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certiff to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. GeoEngineers, Inc. Consultant (Firm Name) December 20,2019 Official of Consultant)Date Agreement Number: Page 1 of 1WSDOT Form 140-089 EF Exhibit G Reyised 10/30/2014 Exhibit G-3 for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: l. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modiflcation of Federal contract, grant,loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shallbe subject to a civil penalty of not less than S10,000.00, and not more than S100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000, and that all such sub-recipients shall certiff and disclose accordingly. GeoEngineers, Inc Consultant (Firm Name) December 20,2019 of Consultant)Date Certification Regarding the Restrictions of the Use of Federal Funds Agreement Number: Page I of IWSDOT Form 140-089 EF Exhibit G Revised 10/30/2014 Exhibit G-,4 Gertificate of Gurrent Cost or Pricing Data This is to certifr that, to the best of my knowledge and beliel the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of * are accurate, complete, and current as of **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Govemment that are part of the proposal. Firm: GeoEngineers, Inc. Signature Title Date of Execution* 'l' {€ ' *Identi& the proposal, quotation, request for pricing adjustrnent, or other submission involved, giving the appropriate identifiing number (e.g. project title.)**Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached.***Insert the day, month, and year, ofsigring, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: WSDOT Form 140-089 EF Exhibit G Revrsed 10/30/2014 Page 1 of I Exhibit H Liability lnsu rance lncrease To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULIANT shall provide Professional Liability insurance with minimum per occuffence limits in the amount of $ Such insurance coverage shall be evidenced by one of the following methods: . Certificate of Insurance. . Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment potfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULIANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ . Include all costs, fee increase, premiums. . This cost shall not be billed against an FHWA funded project. . For final contracts, include this exhibit. WSDOT Form 140-089 EF Exhibit H Revr.sed 10/30/2014 Agreement Number: Page 1 of I Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step I Potential Consultant Design Error(s) is ldentified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notifu the Director of Public Works orAgency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works orAgency Engineer may appoint an agency staffperson other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Atleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works orAgency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staffshould represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: ' It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. ' It is determined via mutual agreement that a consultant design error(s) occured. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. ' There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works orAgency Engineer for review. If the Director of Public Works orAgency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. WSDOT Form 140-089 EF Exhibit t Reyise d 1 0/30/2014 Agreement Number: Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identifu how the alleged error(s) affects eligibility of project costs for federal reimbursement. . If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identiff the amount of federal participation in the agreed upon resolution of the issue. . If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. WSDOT Form 140-089 EF Exhibit I Revrced 10/30/2014 Agreement Number: Page 2 of 2 Exhibit J Consu ltant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total S1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step I Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: ' Summation of hours by classification for each firm that is included in the claim; ' Any correspondence that directed the consultant to perform the additional work; ' Timeframe of the additional work that was outside of the project scope; ' Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and ' Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step l, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works orAgency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works orAgency Engineer, WSDOT Local programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo,lncluding backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. WSDOT Form 140-089 EF Exhibit J Reyised 10/30/2014 Agreement Number: Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: . Copy of information supplied by the consultant regarding the claim; . Agency's summation of hours by classification for each firm that should be included in the claim; . Any correspondence that directed the consultant to perform the additional work; . Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; . Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); . Explanation to describe what has been instituted to preclude future consultant claim(s); and . Recommendations to resolve the claim. Step 4 Step 5 Director of Public Works orAgency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). Ifthe project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notiff (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: Page 2 of 2WSDOT Form 140-089 EF Exhibit J Revised 10/30/2014