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HomeMy WebLinkAbout022717_ca01Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of County Commissioners Philip Morley, County Administrator From: Monte Reinders, Public Works Director/County Engineer Agenda Date: February 27, 2017 Subject: Contract Supplement #1 to Standard Consultant Agreement for Engineering Services for the Olympic Discovery Trail South Discovery Bay Project Statement of Issue: Supplement to the Standard Consultant Agreement with Parametrix of Bremerton, WA for engineering services for the Olympic Discovery Trail, South Discovery Bay Project. Analysis/Strategic Goals/Pro's Et Con's: Construction of this project is included in the officially adopted 2017-2022 Transportation Improvement Program (TIP) and the 2017 Annual Construction Program (Item No. 7 in each). This contract provides for the design and engineering of various segments of the Olympic Discovery Trail between Old Gardiner Road and SR 20 in South Discovery Bay. This Supplemental Agreement will amend the completion date specified in the original Standard Consultant Agreement with Parametrix from 12/31/16 to 12/31/17. Fiscal Impact/Cost Benefit Analysis: This Supplemental Agreement does not change the original Standard Consultant Agreement contract total of $71,276.97 for engineering services to be provided by Parametrix. Recommendation: The Board is asked to execute the three (3) originals of the Supplemental Agreement with Parametrix, and return (2) signed originals to Public Works (attn. John Fleming). Department Contact: John Fleming, Project Manager, (360) 385-9217 Reviewed By: Hip Morley, Co my Administr` or Date Supplemental Agreement Organization and Address: Number: 1 Parametrix ., 'T-�L• 4660 Kitsap Way, Suite A Bremerton, WA 98312 Phone: (360) 377-0014 Agreement Number: 12-1735P Project Number: 18019350 Execution Date: on ratification by both parties Project Title: Olympic Discovery Trail - New Completion Date: 12/31/17 - South DiscoveryBay Description of Work: Maximum Amount Payable: $71,277 Supplement for Contract extension to allow for completion of Plans, Specifications & Estimate. The Local Agency of Jefferson County Public Works hereby amends the original agreement entered into with Parametrixand executed on 12/2/13 and identified as Agreement No. 12-1735P. Tn1L.� All provisions in the original agreement remain in effect except as expressly modified by this Supplemental Agreement. The changes to the agreement are described as follows: Section IV, TIME FOR BEGINNING AND COMPLETION: The second paragraph of this Section references the `Completion Date' shown in the heading of the original AGREEMENT. With this Supplemental Agreement the Completion Date is amended from 12/31/16 to 12/31/17. This Supplemental Agreement Number 1 shall be effective upon execution by both parties, below. Work performed consistent with the agreement prior to execution of this Supplemental Agreement is hereby ratified. In witness whereof, the parties hereto have executed this Supplemental Agreement Number 1 as shown below. PARAMETRIX ) 1 n&_ - 0 &_ M A,ws Con tant' S Na a (Please print) o sultant's Ignature iz-3V--lip Date Mone einders, P.E. Date Public Works Director/County Engineer COUNTY OF JEFFERSON BOARD OF COMMISSIONERS Kate Dean, Member Date Kathleen Kler, Member Date David W. Sullivan, Member Date Approved as to form only: Michael Haas Date Prosecuting Attorney Page 1 of I Revised 1/2016 Local Agency Con su Itant/Add ress/Teleph onO jj ; 1 —1-. '� Ll� u Li `�n { 1i I S l Standard Consultantparametrix l; ? i I Agreement g i i � 4660 Kitsap Way, Suite A �'� ®Exhibit C Electronic Exchange of Data Bremerton, WA 98312 Byers-�-.-�--- ❑Architectural/Engineering Agreement ❑ Personal Services Agreement ❑Exhibit D-2 Payment — Cost Plus Washington State RCO Project Title And Work Description Nova Project Agreement Number: 12-1735P ❑Exhibit D-4 Payment — Provisional ®Exhibit M -la Consultant Certification Civil Engineering for Jefferson County Project Number: 18019350 ®Exhibit E-2 Fee — Specific Rates of Pay ®Exhibit M-2 Certification — Primary Olympic Discovery Trail South Discovery Bay - NOVA Agreement Type (Choose one) ❑ Lump Sum ❑Exhibit M-4 Pricin Data Certification Lump Sum Amount $ ❑A p. 31.910 Supplemental Signature Page DBE Participation ❑ Cost Plus Fixed Fee El Yes ®No Overhead Progress Payment Rate % Federal ID Number or Social Security Number Overhead Cost Method ❑ Actual Cost ❑ Actual Cost Not to Exceed % 91-0914810 Do you require a 1099 for IRS. Completion Date ❑ Fixed Rate ElYes ®No 12/31/16 Fixed Fee $ Total Amount Authorized $ 71,277 ® Specific Rates Of Pay ® Negotiated Hourly Rate ❑ Provisional Hourly Rate Management Reserve Fund $ 0 ❑ Cost Per Unit Maximum Amount Payable $ 71,277 Index of Exhibits (Check all that apply): ®Exhibit A-1 Scope of Work ®Exhibit G-2 Fee -Sub Specific Rates ❑Exhibit A-2 Task Order Agreement ®Exhibit G-3 Sub Overhead Cost ❑Exhibit B -I DBE Utilization Certification ®Exhibit H Title VI Assurances ®Exhibit C Electronic Exchange of Data ®Exhibit I Payment Upon Termination of Agreement ❑Exhibit D -I Payment— Lump Sum ®Exhibit J Alleged Consultant Design Error Procedures ❑Exhibit D-2 Payment — Cost Plus ®Exhibit K Consultant Claim Procedures ®Exhibit D-3 Payment — Hourly Rate ❑Exhibit L Liability Insurance Increase ❑Exhibit D-4 Payment — Provisional ®Exhibit M -la Consultant Certification ®Exhibit E-1 Fee — Consultant Fee Determination ®Exhibit M -lb Agency Official Certification ®Exhibit E-2 Fee — Specific Rates of Pay ®Exhibit M-2 Certification — Primary ®Exhibit F Audited Overhead Rate ❑Exhibit M-3 Lobbying Certification ®Exhibit G Subcontracted Work ❑Exhibit M-4 Pricin Data Certification ®Exhibit G -I Subconsultant Fee ❑A p. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this ` y da of e 13 C't�� between the Local Agency of Jefferson County , Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT" DOT Form 140-089 EF Revised 3/2008 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 1 of 38 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance 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: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements 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 CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 2 of 38 returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. IV Time for Beginning and Completion The CONSULTANT 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 under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY' S PROJECT Manager. VI Sub -Contracting The AGENCY permits sub -contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub -consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub -consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub -consultant shall be substantiated in the same manner as outlined in Section V. All sub -contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub -contracting shall create, between the AGENCY and sub -contractor, any contract or any other relationship. A DBE certified sub -consultant is required to perform a minimum amount of their sub -contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 3 of 38 The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, 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 CONSULTANT, 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 the 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 CONSULTANT 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 CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's 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 CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 4 of 38 i IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work 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 work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work 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 above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or its employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY' S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work 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 CONSULTANT, or for failure of the CONSULTANT to perform work 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 CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 5 of 38 satisfactorily completed work or parts thereof changed or revised, the CONSULTANT 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 XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY 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 or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such 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 to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT' S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against 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. Unless otherwise specified in the 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 CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT 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. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 6 of 38 The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, 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 and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. D. Professional liability (Errors and Omissions) policy in an amount of not less than one million dollars ($1,000,000.00) combined single limit if any employee, agent or representative of the CONSULTANT undertaking work in furtherance of or pursuant to this Agreement holds or is required to hold a professional license issued by the State of Washington or any other state. The Consultant shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance policies provided by or on behalf of any subcontractor of the Consultant shall comply with all terms and conditions of this "Legal Relations" section. All contracts between the Consultant and their subcontractors for work to be performed in furtherance or implementation of this contract shall contain the insurance provisions found herein. Failure of the Consultant to take out and/or maintain any required insurance shall not relieve The Consultant from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County, including its employees and other agents and agencies. It is further agreed by the parties that insurance companies issuing the policy or policies required by this Agreement shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Consultant. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT'S insurance required by this Section shall be in all circumstances primary to any insurance available to the AGENCY. Furthermore, any insurance provided to the AGENCY by any joint self-insurance liability policy or Risk Pool under Ch. 48.62 RCW of which the AGENCY is a member or participant shall be non- contributory. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the 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 CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. 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 AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 7 of 38 ly with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the 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, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT 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 justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) 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. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M- 1 (a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII 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 an amendment to this AGREEMENT. XIX 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 CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 8 of 38 M 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 (1) of this AGREEMENT. Parametrix Consultant (Please print) 1'ti•l Sfu�k Consultant' Name (Please int) Consultant's Signature I3 Date COUNTY OF JEFFERSON PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 A ved as to form on 1.1 '1I 1 % /x/13 C David Alvarez Date Deputy Pro ney onte Reinders, P.E. Date Public Works Director/County Engineer Page 9 of 38 .1 Exhibit A-1 Scope of Work Jefferson County Olympic Discovery Trail Project - South Discovery Bay- NOVA Project #:18019350 INTRODUCTION The Olympic Discovery Trail is planned to span approximately 130 miles from LaPush, WA and the Pacific Ocean to the Larry Scott Trail in Port Townsend, WA. The scope of work for this project includes two segments of trail in South Discovery Bay, between Old Gardiner Road and SR20. This stretch of trail has proven particularly difficult given the environmentally sensitive nature of the area, the site constraints and the fact that there is no possible alternative location. The design and construction of this portion of trail is being considered now in order to take advantage of the potentially significant environmental and financial benefit gained from occurring concurrently with the estuary restoration, including the RR trestle removal and waterline replacement, currently in process through the North Olympic Salmon Coalition (NOSC) and partners. The funding for this project comes from a NOVA planning grant through the RCO. The project will be divided into two trail segments with a different set of deliverables for each. Segment A: Old Gardiner Road to the south end of the MJ Trucking property. For this portion construction -ready drawings and permits will be produced. Segment B: From the south end of the MJ Trucking property east, up to and potentially along SR -20 to a to -be - determined location in the vicinity of the Moa Property. For this portion the remaining grant funds will be used to determine a preferred trail route including, feasibility and preconstruction studies, survey, environmental and/or cultural resource assessments and preliminary design drawings and design and construction estimates to 30% completion. SEGMENT A - PLANS, SPECIFICATIONS, AND ESTIMATES FOR CONSTRUCTION OF THE OLYMPIC DISCOVERY TRAIL (ODT) BETWEEN OLD GARDNER ROAD AND THE SOUTH EDGE OF THE MJ TRUCKING PROPERTY, NORTH OF SALMON CREEK. Task 1 Environmental Permitting Objective: To ensure That all environmental permitting elements and requirements are addressed. Activities: Consultant shall perform the following activities associated with this task: • Determine required environmental permits and associated timelines. • Complete environmental permit documents and furnish to County. Assumptions: The following assumptions are associated with this task: • Two meetings will be required. • Jefferson Co. & NOSC will complete the US Army Corps of Engineers and HPA permit review process. • Jefferson County will coordinate with stakeholders for signature of all permit applications. Deliverables: Consultant shall deliver the following: Complete environmental permitting documents and associated timelines. PW_Fonns/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 10 of 38 Task 2 Trail PS&E Objective: To prepare final plans, specifications, and estimates for the trail project between Old Gardner Road and the south edge of the MJ Trucking property north of Salmon Creek. Activities: Consultant shall perform the following activities associated with this task: • Prepare complete plans & specifications. • Prepare engineers cost estimate(s). • Prepare special provisions based on the current WSDOT Standard Specifications Manual. Assumptions: The following assumptions are associated with this task: • Some survey work will be required to verify right-of-way and prepare base maps. • A Soldier Pile wall will be required at the Old Gardiner Road intersection and reinforced slopes as well as retaining walls will be required along trail route. Parametrix will investigate & review with JCPW rockery versus engineered retaining system(s) for retaining walls. • A 50% set of plans will be prepared for JCPW's approval prior to initiating final PS&E. • PS&E will include all design & engineering for soldier pile wall, reinforced slopes and chosen retaining wall system. • The Consultant will be responsible for preparing the project specific special provisions, Divisions 2-9. The County will prepare the amendments and Division 1 special provisions. The County will also supply boiler plate contract documents. • Parametrix will assemble the Bid package in coordination with County. • Parametrix will provide a construction cost estimate and will fill in the bid items and quantities on a County provided bid proposal form. • Permitting will occur concurrently with NOSC restoration. Deliverables: Consultant shall deliver the following: 50% Plans, Final (100%) Plans, Engineering, Specifications, and Estimates for the Olympic Discovery Trail. Hardcopies of the following will be provided: (5) 11x17 plan sets, engineering, specifications & cost estimates. Additionally, digital copies in PDF and AutoCAD format will be provided. Task 3 Schedules & Coordination Objective: Upon completion of Task 2, separate bid schedules will be prepared to divide construction of trail Segment A into two phases. Phase 1 will likely require coordination of construction with NOSC estuary restoration work, including RR trestle removal and waterline replacement. Activities: Consultant shall perform the following activities associated with this task: • Prepare separate bid schedules for Phase 1 & 2 of trail Segment A. • Provide consultation regarding coordination of County trail construction & NOSC estuary restoration. Assumptions: The following assumptions are associated with this task: • That Segment A, Phase 1, trail construction may occur simultaneously with adjacent NOSC estuary restoration. If the Consultant determines that this is not feasible they will immediately notify County. • That Segment A, Phase 1, trail bid schedule will be prepared factoring in the previous assumption. Deliverables: Consultant shall deliver the following: PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page I I ol'38 Deliverables: Consultant shall deliver the following: Separate bid schedules for Phase 1 & 2 of trail Segment A. Task 4 Project Management Support Objective: To provide project management support, during construction, upon the County's request. Activities: Consultant shall perform the following activities associated with this task: • Prepare a project management plan. Plan to include strategy for Parametrix's role in coordination of NOSC estuary restoration project and County trail construction. • Project management support including, by County request, submittal review, bid analysis, etc. • Provide timely monthly invoices and progress reports. • Provide ongoing guidance to County, as requested, via phone or email. • Assist in Project Closeout. Assumptions: The following assumptions are associated with this task: Deliverables: Consultant shall deliver the following: Project Management Plan, Monthly Invoices & Progress Reports. SEGMENT B — CONCEPTUAL DEVELOPMENT AND PRELIMINARY TRAIL DESIGN FOR A PREFERRED TRAIL ROUTE BETWEEN THE SOUTH EDGE OF THE MJ TRUCKING PROPERTY, CROSSING SALMON & SNOW CREEKS, THEN UP TO AND POTENTIALLY ALONG SR -20 TO A TO BE DETERMINED LOCATION IN THE VICINITY OF THE MOA PROPERTY. Task 1 Data Collection Objective: To collect data related to site conditions and identify all required permits in collaboration with County. Activities: Consultant shall perform the following activities associated with this task: • Collect & Review materials related to all relevant NOSC restoration projects. • Collect & Review, existing site conditions including impacted property encumbrances, utilities / franchises, environmental impediments, archeological & cultural resources information/impacts, etc. • Establish contact with WSDOT, USACE, WDFW & US FWS as well as other applicable state regulatory agencies and obtain their requirements (permits, etc.) and procedures in order for this project to be constructed. Assumptions: The following assumptions are associated with this task: • County will provide primary contact with stakeholders. • Parametrix and County will jointly identify documents to be collected and reviewed / completed. Deliverables: Consultant shall deliver the following: A list of applicable permits and approvals needed for the project to proceed. A list of design parameters and constraints. Task 2 Field Survey Objective: Perform topographic survey and prepare project base map, including location of existing right-of-way paralleling Highway 101 & SR 20. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 12 of 38 • Establish site horizontal and vertical control in accordance with WSDOT datums. • Provide topographic survey from the adjacent fog line to the ordinary high tide line (where applicable) otherwise provide a 30' topographic corridor along potential trail alignment. • Provide critical topographic survey for any areas that appear to need special consideration. • Review and utilize available LIDAR and parcel base map information to supplement design needs. • Determine necessary Right -of -Way of preferred trail route. Assumptions: The following assumptions are associated with this task: • No property easement acquisition, or equivalent, has been included in this scope of work. Deliverables: Consultant shall deliver the following : • Project Base Map including PDF and AutoCAD .dwg formats. Task 3 Geotechnical Report Objective. Provide geotechnical analysis to support a proposed trail design and location. Activities: Consultant shall perform the following activities associated with this task: Compile and review previous geologic and geotechnical information, and other relevant data for the project area. • Complete geologic reconnaissance of the project area to collect information on the general nature and physical features of the project area. • Develop geotechnical engineering conclusions and recommendations for trail design and construction feasibility based on above referenced geotechnical information. Assumptions: None Deliverables: Consultant shall deliver the following: • Geotechnical Analysis / Recommendation Memo Task 4 Permitting and Agreements Objective: Determine all necessary permits and land use agreements with WSDOT, WDFW, private landowners, etc. for design & construction of trail alternatives. Activities: Consultant shall perform the following activities associated with this task: • Determine all necessary permits and timelines associated with trail alternatives. • Determine where easement(s) or R/W will be required and work with County to determine appropriate land use agreement(s) to facilitate. Assumptions: The following assumptions are associated with this task: • Others will complete the US Army Corps of Engineers and HPA permit review process. • Jefferson County will coordinate with stakeholders for signature of all permit applications and easement / R/W, or similar, documents. • Parametrix may act as agent for technical design considerations but will not lead easement negotiations. • There will be only one face-to-face meeting with WSDOT and WDFW. • No more than one new drawing or figure will be required to support permits, easement and franchise packages, other figures or drawings will already be prepared as part of the design process. • WSDOT personnel will be contacted by phone and e-mail only. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 13 of 38 • WSDOT personnel will be contacted by phone and e-mail only. Deliverables: Consultant shall deliver the following: A list of all required Permits, Applications, Land Use Agreements, etc. and associated timelines as applicable to proposed alternatives. Plan & Profile drawing, referenced in assumptions, sufficient for permit application. Task 5 Trail Feasibility Objective: Consider feasibility of alternate trail locations and determine a preferred trail route. Activities: Consultant shall perform the following activities associated with this task: • Perform one site visit. • Review available parcel information provided by the County. • Review and compile information collected in Tasks 1-4. • Coordinate with Peninsula Trails Coalition to identify their criteria for this phase of the ODT. • Evaluate feasibility of alternate trail locations and determine a preferred trail route. Assumptions: The following assumptions are associated with this task: • Trail design will be based on applicable design standards from Jefferson County, RCO and WSDOT. • NOSC will provide details related to their restoration work. • (A feasible) Preferred Trail Route is one which would be possible to construct at a reasonable price and time frame, based upon available property (ROW or easement), and preliminary review of all relevant site conditions. Deliverables: Consultant shall deliver the following: • Trail Feasibility Technical Memorandum showing alternatives and design parameters used to arrive at preferred trail route, including preliminary design & construction cost estimate. Memorandum will also highlight any known data gaps. Task 6 Preliminary Trail Design Objective: Preliminary Trail Design trail to 30% completion. Activities: Consultant shall perform the following activities associated with this task: • Respond to client and stakeholder feedback based on Trail Feasibility Technical Memorandum. • Coordinate with government agencies including, but not limited to WSDOT, WDFW, US FWS, etc. for approval process. • Prepare design to 30% completion for County and stakeholder review and approval. • Develop additional plan sheets to include: Trail Plan & Profile and typical Trail Sections & Details. • Complete the applicable permit documents, to the extent feasible, and furnish to County. Assumptions: The following assumptions are associated with this task: • The most current WSDOT standard specifications at the beginning of design will be used. • Special retaining wall design is not anticipated. • Drainage will mostly be simple sheet runoff towards the bay with small ditches and culverts to convey collected runoff where necessary. Scope of work does not involve any tight -line systems, quality or quantity treatment systems or subsequent reports, modeling or studies. Only basic conveyance calculations or estimations will be used to size drainage facilities. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 14 of 38 • Utility work is not covered under this scope of work. • No highway or roadway modifications. • Landscaping is not included in the design. Seeding and mulching will be specified per standard WSDOT specifications. • Illumination or signal design if needed is not included. • Although preliminary consideration will be provided via Tasks #1 & #5, Parametrix will not complete full cultural resource report or biological assessment. Deliverables: Consultant shall deliver the following: 30% Trail Design. (5) 11x17 plan sets, engineering, specifications & cost estimates. Additionally, digital copies in PDF and AutoCAD format will be provided. Also, Permit documents completed to the extent feasible. END OF SCOPE OF SERVICE PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 15 of 38 Exhibit C Electronic Exchange of 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: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data B. Roadway Design Files C. Computer Aided Drafting Files D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency F. Specify What Agency Furnished Services and Information Is to Be Provided II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data A. Agency Software Suite B. Electronic Messaging System C. File Transfers Format PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 16 of 38 Exhibit D-3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR 31. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, and sub -consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48CFR Part 31.205-46 "Travel Costs." b. The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund 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 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." 4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT 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 Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 17 of 38 Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "E", including names and classifications of all employees, and billings for all direct non -salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6 Final Payment: Final Payment of any balance due the CONSULTANT 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 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 CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT 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 CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY, STATE, and the United States, for a period of three (3) 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 contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 18 of 38 Exhibit E-1 Consultant Fee Determination — Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Discovery Trail Direct Salary Cost (DSC): Classification Man Hours = Rate = Cost CADD Operator III; Steve Rasmussen 194 X $27.25 $5,286.50 CADD Tech Lead; Julia Peterson X $33.63 $0.00 Designer III; Bob Kugen 108 X $37.44 $4,043.52 Designer IV; Alan Valencia 44 o X $38.88 $1,710.72 Division Manager; Jan Rosholt 28 X $55.55 $1,555.40 Planner II; Kelli Lambert 38 X $28.66 $1,089.08 Project Coordinator; Laurie Stevens X $26.75 $0.00 Proj Production Specialist; Debra Fetherston 36 X $26.96 $970.56 Sr Consultant; Bob Murray 14 a X $74.89 $1,048.46 Sr Engineer; Theresa Smith 26 X $55.29 $1,437.54 Sr Surveyor; Jared Kemnitz 32 X $36.61 $1,171.52 Survey Supervisor; Bob Pusey 32 X $48.08 $1,538.56 X $0.00 X $0.00 X $0.00 X $0.00 Total DSC = $19,851.86 Overhead (OH Cost -- including Salary Additives): %x OH Rate x DSC of 194.70 $ $19,851.86 $38,651.57 Fixed Fee (FF): %x FF Rate x DSC of 29.3 $ $19,851.86 $5,816.59 Reimbursables: Itemised $1,000.00 Subconsultant Costs (See Exhibit G): $5,956.95 Grand Total $71,276.97 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 19 of 38 Exhibit E-2 Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule PW-Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 20 of 38 Hourly Overhead Profit Rate Discipline or Job Title Rate 194.70% 29.3% Per Hour CADD Operator III; Steve Rasmussen $27.25 $53.06 $7.98 $88.29 CADD Tech Lead; Julia Peterson $33.63 $65.48 $9.85 $108.96 Designer III; Bob Kugen $37.44 $72.90 $10.97 $121.31 Designer IV; Alan Valencia $38.88 $75.70 $11.39 $125.97 Division Manager; Jan Rosholt $55.55 $108.16 $16.28 $179.98 Planner ll; Kelli Lambert $28.66 $55.80 $8.40 $92.86 Project Coordinator; Laurie Stevens $26.75 $52.08 $7.84 $86.67 Proj Prod Specialist; Debra Fetherston $26.96 $52.49 $7.90 $87.35 Sr Consultant; Bob Murray $74.89 $145.81 $21.94 $242.64 Sr Engineer; Theresa Smith $55.29 $107.65 $16.20 $179.14 Sr Surveyor; Jared Kemnitz $36.61 $71.28 $10.73 $118.62 Survey Supervisor; Bob Pusey $48.08 $93.61 $14.09 $155.78 PW-Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 20 of 38 Exhibit F Breakdown of Overhead Cost PARANMTRM INC Mnwwide FAR Onrillend Rate For the Year FjWW December 2612 Wr7m FayroU Taut wW Fringt Ikatfits pension plan VwsOcn, Si* Holiday Pay Grow inffimmce Payrofl Taxes and Frmge Bencfits 17177 =,, ftp 4 0 W"JUVIt PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 FAR value S 15,635,693 1,100,000 3,460,431 2,324,825 2.473.831 110,895,975 6,575,433 1,581,580 825,811 206,794 454,757 --475,406 21,013,657 $ 32a75,243 S 67,794 $ 30,443,027 1.94710 7,04% 22.13% 14.87% 15.82% WE 69,69% 42.05% 10.12% 5.28% 1-32% 2.91% 3.04% 11CIM0 194.27% 0.43% 194.70% 194.70% Page 21 of 38 Adbk "N- W"hkwjton State W/o V*pWtMdM of YrMspaltation 4nn P~34no �3�1&,Xvy of Isar iia 34 JUIY9,2013 How M06* CFO paralneftiX, Inc. I m W, stug, suite loo Avbum WA 98001.6502 Re: Parmnetrix, Inc. Indirect Cost Rate Scheftle Fiscal Year End December 29, 2012 Dew W Mocink TrWIN4xxtation ajIj**rq 3a 0 Wvio Pwi( PO Sam 47= 4';�YMIQW, YVA 4V.30 TrV, f•-W.X-93,2-�388 ,&Ww W%6:0,wa QO. We have performed a cognizaa renew of the examination, and supporiling vmiqxpers, of the bdfivd Cost hate of Pw=ebix, Inc. as presentad in the Statmaml of Direct TAbor, Fringe Howfits and GencreJ Ovahead for the year anding Deomber 28, 2012, in accordance with our role as Czgnizant Agency as defame d in 23 U.S.C, I I 2(b)(2)(c) vW 23 CPR 1723 and 172.7 RiOLMVZMI LA -1 # URN- M71171"ir LiTIODU PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 22 of 38 Ms. Mocini July 9, 2013 Page 2 If you, or any representatives ofParamcerix, Inc., have any questions, plesse contact Martha Roach, .Teri Sivertson, or Steve McKaney at (360)705-7003. Skmady, Martha S. Rosch Agreement Comphance Audit Manager MR;ds Enclosinu cc: Steve McKe ey, Diroctur of intcnud Audit Jeri Stvertson, Assistant Du=tor of IntmW Audit Larry SchoftcK MS 47323 Files PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 23 of 38 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: In reference to Exhibit A-1, Scope of Work: SEGMENT A - Task 2 SEGMENT B — Task 3 Subconsultant shall provide geotechnical services for the project that include the following tasks: • Review geotechnical information that Subconsultant previously collected in the project area • Review relevant available WSDOT geotechnical data that was not previously reviewed • Prepare a technical memorandum that summarizes the anticipated subsurface conditions along the project alignment and discusses the anticipated geotechnical challenges/fatal flaws associated with the proposed trail project. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 24 of 38 Exhibit G-1 t Subconsultant Fee Determination - Summary Sheet (Mandatory when Subconsultants are utilized) Project: Jefferson County - Olympic Discovery Trail Subconsultant: Landau Associates Direct Salary Cost (DSC): Man Classification (b) Hours Typical Rate (a) = Cost Principal* 11 X $65.69 $722.59 Senior Associate X $53.94 $0.00 Associate X $45.01 $0.00 Senior Associate X $37.76 $0.00 Senior Project X $36.29 $0.00 Project 24 X $29.81 $715.44 Senior Staff X $27.88 $0.00 Senior CADD 4 X $32.36 $129.44 Staff/Senior Technician II X $31.50 $0.00 Project Coordinator 8 X $28.88 $231.04 CAD/GIS Technician X $25.50 $0.00 Technician X $17.63 $0.00 Support Staff X $21.26 $0.00 Total Direct Salary Cost = $1,798.51 Overhead Cost @ 198.00% of Direct Salary Cost (c) _ $3,561.05 Fixed Fee @ 30% of Direct Salary Cost = $539.55 Total Labor Cost = $5,899.11 Reimbursables: Copies B&W (307 @ $0.12/page) $36.84 Copies Color (10 @ $0.50/page) $5.00 Report Combs/Cover (4 @ $4/set) $16.00 Subconsultant Total = $5,956.95 PW-Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 25 of 38 (a) Rates shown reflect the typical compensation rate of employees assigned to the billing category listed. Each category may have multiple employees assigned to that billing category and each employee may have a different hourly rate of pay. Employee compensation is subject to adjustment annually. (b) Classifications shown are general, the actual invoice will show our employee's specific discipline for e.g., Senior Engineer, Senior Geologist, Senior Planner. (c) Negotiated WSDOT overhead rate for the year ended 6/30/12. " Excludes CEO PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 26 of 38 Exhibit G-2 Subconsultant Fee Determination — Summary Sheet (Specific Rates of Pay) Fee Schedule Subconsultant Discipline or Job Title Hourly Rate Overhead @198.00% Profit 30 % Rate Per Hour Principal $65.69 $130.07 $19.71 $215.47 Project $29.81 $59.02 $8.94 $97.77 Senior CADD $32.36 $64.07 $9.71 $106.14 Project Coordinator $28.88 $57.18 $8.66 $94.72 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 27 of 38 Exhibit G-3 Breakdown of Subconsultants Overhead Cost A011116 washki9te" vat* llrwspartatkm SuiWing Depwtn"mt of TranxportMim 3 10 Map* Pat* Avat!ua S.E. P0. Box 47300 Lynn Peterson OlymviaL- WA 96 j(AI r" Secretary ,nf Tnrrpottmon wwwws4e.t.wA.gov S ept em bcr 26, 2 () I .i Landau Associates, Inc. 130 - Zrid Avenue S Edmonds, WA 98020 Stibiect: Approval of Rate Table Dear Mr. Dennis Hobbs: NN'SDOT has received and reviewed your proposed rates. Based on that review we have approed vour rates, (se v attached approved rate table) effective Scptct.nber 10. 2013, These rates are on a provisional basis and will tv subject to renegotiations when the WS JOT Audit Office has concludicd thcir desk review, Tficw. rates are approved for Agrceincrit Number Y- 11420. Your rates may be reviewed again on the anniversary date of the execution date of thi:, ageetnent with the State. It'vouhave questions regarding this approval, please contact me at 360--705-71 ifs. Sincerely, p7l� Erik Jonson Manager, Consultant Services Office EJ:kal Fnclosurc* Approved Rate Table cc; William (Bill) Hcgge,,MS-47365 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 28 of 38 In PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 a Page 29 of 38 c2 " m iV 2 2 la 0, 0 M 0 N ci W N N 'M OD 6 40 a .0 W to GD to a 'M 03 03 c, WO W M0 ?" CIPW�8g w i 0 to N I—D 4-c OD 0 CM 4 r- NZZMM tN 0 oi W n4 c qu c 9 SE 0 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 a Page 29 of 38 0 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, 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. Non-discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, 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 CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT 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 CONSULTANT of the CONSULTANT'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 CONSULTANT 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 AGENCY, 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 CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub -contract, 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 AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 30 of 38 Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct non salary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 31 of 38 Ity Exhibit J 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 Identified 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 notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person 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 Alleged 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 or Agency 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 staff should represent the agency and the consultant should be represented by their project manger 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) occurred. 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 H&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 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 32 of 38 the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step S - Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&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, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify 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. H&LP, in consultation with FHWA, will identify 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. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 33 of 38 Exhibit K Consultant 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 $1,000 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 1 - 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 1, 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 meet with the Director of Public Works or Agency 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 Highways and 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 or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including 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 PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 34 of 38 procedures. 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 - Director of Public Works or Agency 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). If the project involves federal participation, obtain concurrence from WSDOT Highways and 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. Step 5 - Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (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. PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 35 of 38 Exhibit M -1(a) Certification Of Consultant Project No. 18019350 Local Agency I hereby certify that I am 4(• / `�ie k and duly authorized representative of the firm of Parametrix , whose address is 4660 Kitsap Way, Suite A, Bremerton, WA 98312 , and that neither I nor the above firm I here represent has: (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 CONSULTANT) to solicit or secure the AGREEMENT; (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 CONSULTANT) 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 available to the Washington State Department of Transportation 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. 357(Z Date Signature PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 36 of 38 Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Jefferson County , Washington, and that the consulting firm 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 of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation 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. Name Monte Reinders, PE Public Works Director. (please print Signature Date PW—Forms/Standard Consultant Agreement with Exhibits Revised 9/20/2013 Page 37 of38 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters -Primary Covered 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-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or 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 antitrust 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 I( 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, or local) terminated for cause or default. Il. 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