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HomeMy WebLinkAbout081919_ca01 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners 045 . /01 FROM: Mark McCauley, Centra rvices Directir DATE: August 19,2019 SUBJECT: Request for Board of County Commissioners approval to enter into a professional services agreement with Maul Foster Alongi to conduct a Phase 1 Environmental Site Assessment and Cultural Resources Study of county property(parcel 001034010) located near the intersection of 27th Street and Discovery Road,adjacent to Laurel Grove Cemetery STATEMENT OF ISSUE: Jefferson County applied for and obtained an Environmental Protection Agency Grant to study county land adjacent to Laurel Grove Cemetery. Subsequent to this the county applied for and obtained a$25,000 grant from the Washington State Department of Commerce's Brownfield Revolving Fund Load Program to complete the assessment and study. The Department of Commerce Approval/Decision Memorandum is attached. The grant agreement will be coming before the Board of Commissioners once the Washington State Assistant Attorney General approves it. The county needs to contract with a consultant with the requisite skills sets to complete the work. The findings of the assessment and study will determine what actions the county takes regarding this property. ANALYSIS: The county used the MRSC roster process to solicit qualifications from qualified firms. The county received two submittals. After reviewing the qualifications of the two consultants Maul Foster Alongi was selected. The attached professional services agreement will enable Maul Foster to proceed with the work. FISCAL IMPACT: This action is budget neutral with revenues matching expenditures. A 3rd quarter supplemental budget request will be submitted requesting the revenue budget and the associated expense budget. RECOMMENDATION: That the Board of County Commissioners approve the attached professional services agreement with Maul Foster Alongi. REVIEWED BY: ,Philtrounty Administrat Date F c1'ApE. iif �tpt`< "iIASAti S j'tnfr. J"nr £ 4HU STATE OF WASHINGTON DEPARTMENT OF COMMERCE 1011 Plum Street SE •PO Box 42525 •Olympia,Washington 98504-2525 • 360-725-4000 www.commerce.wa.gov APPROVAL / DECISION MEMORANDUM DATE: July 11, 2019 TO: Jefferson County, c/o Mark McCauley,Central Services Director FROM: Tina Hochwender, Brownfields Program Manager CC: Susan Morales, U.S. Environmental Protection Agency Alan Bogner, Washington State Department of Ecology Thomas Middleton, Washington State Department of Ecology RE: Approval/Decision Memo for BRLF Grant Funds for Jefferson County, Port Townsend Cemetery Site Jefferson County is applying for$25,000 in US Environmental Protection Agency(EPA) and Washington State Department of Commerce's (Commerce)Brownfield Revolving Loan Fund (BRLF) grant funds to conduct due diligence including a Phase I Environmental Site Assessment(ESA)and cultural resource study on the Port Townsend Cemetery Site (Property)to develop a robust and current understanding of subsurface conditions and the risk associated with environmental liability at the Property. The findings will support the County's ability to make informed decisions regarding potential redevelopment of the Property to support development of low-income housing for the area. SECTION 1. SITE INFORMATION A. Location The redevelopment project consists of one (1) approximately 4 acres parcel located east of Discovery Road, and between 27th Street and 25th Street. It is located near the historic downtown commercial district near existing residential properties and the Masonic Lodge's Laurel Grove Cemetery. B. Site History Jefferson County has owned the site since May 1872 and did not cause or contribute to any contamination on the site. The heavily wooded Property has been undeveloped and vacant for close to 150 years, but continues to have a perception of contamination associated with suspected buried debris and human remains. As a vacant lot, uncontrolled access may have resulted in illegal dumping on the Property. These perceptions have inhibited the development of this Property into an asset for the community. 1872 and did not cause or contribute to any contamination on the site. The property has been undeveloped and vacant since that time. It has taken reasonable steps/provision to—(a) stop any continuing release; (b) prevent any threatened future release; and(c)prevent or limit any human, environmental, or natural resource exposure to any previously released hazardous substance. Therefore, in accordance with CERCLA Section 104(k)and Section 107(b)(3), Jefferson County is protected from liability as a potentially responsible party. Therefore, Commerce has determined that Jefferson County is eligible to receive financial assistance from the BRLF program. C. Contribution to Brownfields Revitalization The planned activities are intended to lead to the cleanup and redevelopment of the Port Townsend Cemetery Site. The Property is currently a potential health risk and an economic missed opportunity. The Property is located near the historic downtown commercial district near existing residential properties and the Masonic Lodge's Laurel Grove Cemetery. As a vacant lot, uncontrolled access may have resulted in illegal dumping on the Property and there is a perception of contamination associated with suspected buried debris and human remains. Cleanup and redevelopment of the Port Townsend Cemetery Site is a top priority for Jefferson County. The County is in need of affordable housing facilities near the city center to support economic development of the community. Perceived environmental concerns related to the Property have limited its development potential. Uncertainty associated with environmental contamination liability will continue to limit the Property's redevelopment until sufficient assessment is complete to define the nature and extent of contamination. SECTION 4. PROPOSED PROJECT/OVERSIGHT AND COSTS A. Statement of Work Jefferson County proposes to conduct due diligence including a Phase I ESA and cultural resource study on the Property to develop a robust and current understanding of subsurface conditions and the risk associated with environmental liability at the Property. The objectives of this task include compiling information on the historical operations at the Property and indicate how the project proponents will involve the community. Gathering data on the historical operations will inform the sampling effort and limit the County's potential liability. A Phase I ESA will be completed for the Property in accordance with US EPA All Appropriate Inquiries Final Rule and ASTM E 1527-13 (or the most current version). This task will involve conducting historical records research,review of environmental databases, interviews with former and current tenants/owners knowledgeable of historical operations on the Property, and conducting a site walk to assess current conditions. A cultural resource and archeological assessment will be completed for the Property in accordance with the National Historic Preservation Act(NHPA)(16 USC 470), specifically under Section 106 of the NHPA, to assess the potential for buried remains and/or cultural resources. This task will D. Project Schedule The planned activities, identified below, will begin in July 2019 and be complete before the end of September 2019. Activity Start Date Target Date Eligibility Determination 06-12-2019 06-30-2019 Decision Memorandum&Contract 06-18-2019 07-15-2019 Community Relations Plan 07-15-2019 08-15-2019 Scope of Work Activities • Prepare RFQ Specifications 06-18-2019 07-15-2019 • Competitive Procurement 07-15-2019 07-30-2019 • Consultant Selection 08-01-2019 08-15-2019 • Complete Phase I ESA&Cultural Report 08-15-2019 09-30-2019 SECTION 5: APPROVAL/DECISION The Jefferson County's Port Townsend Cemetery Site Project meets the requirements of CERCLA. The costs and schedule for the proposed due diligence activities are within the parameters of the BRLF program requirements. Therefore, Commerce approves the selection of the Jefferson County's Port Townsend Cemetery Site Project as an eligible project for a$25,000 BRLF grant. Commerce will utilize BRLF Program Income to provide the grant and will proceed to the next phase of the contracting process. JAARak---144 a IN Signed: Tina Hochwender Brownfields Program Manager Washington State Department of Commerce PROFESSIONAL SERVICES AGREEMENT FOR A PHASE 1 ENVIRONMENTAL SITE ASSESSMENT AND CULTURAL RESOURCES STUDY THIS PROFESSIONAL SERVICES AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation("the County"), and Maul Foster Alongi ("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified below. 1. Project Designation. The Contractor is retained by the County to perform the following Project: Complete a Phase 1 Environmental Site Assessment and Cultural Resources Study of the county property(parcel 001034010) located near the intersection of 27th Street and Discovery Road, adjacent to Laurel Grove Cemetery. 2. Scope of Services. Contractor agrees to perform the services identified on Exhibit"A" attached hereto including the provision of all labor. 3. Time for Performance. This Agreement shall commence on August 19, 2019 and continue through October 31, 2019. Work performed consistent with this Agreement during its term, put prior to the adoption of this Agreement, is hereby ratified. The Contractor shall perform all services pursuant to this Agreement as outlined on Exhibit "A". Time is of the essence in the performance of this Agreement. 4. Payment. The Contractor shall be paid by the County for completed work and for services rendered under this Agreement as follows: a. Payment for the work provided by Contractor shall be made as provided on Exhibit"A"attached hereto,provided that the total amount of payment to Contractor shall not exceed $25,000 without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 15th of the month for the previous month's expenses. Such invoices will be checked by the County, and upon approval thereof, payment will be made to the Contractor in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit A of the Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. c. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Consultant shall provide invoices and necessary backup documentation for all services including timesheets and statements (specifying the services provided). Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 1 of 11 Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. e. The Contractor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All non-confidential or de-identified documents, drawings, specifications, and other materials produced by the Contractor in connection with the services rendered under this Agreement shall be the property of the County whether the project for which they are made is executed or not. The Contractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. Contractor shall not be held liable for reuse of documents or modifications thereof, including electronic data,by County or its representatives for any purpose other than the intent of this Agreement. 6. Compliance with laws. Contractor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 7. Audit. An audit will be submitted to the County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request the County shall have the option of performing an onsite review of all records, statements, and documentation. b. If the County finds indications of potential non-compliance during the monitoring process, the County shall notify Contractor within ten(10) days. County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements consistent with the guidelines of Reporting for Other Non-Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs, Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. 8. Indemnification. Contractor shall indemnify and hold harmless the County, its officers, officials, employees, agents and volunteers, from and against claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Contractor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Contractor. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the County (including its elected and appointed officers, Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 2 of 11 officials, employees, and agents)the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and, solely for the purpose of this indemnification and defense,the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 9. Insurance. Prior to commencing work,the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. a. Consultant shall provide evidence of professional liability insurance on a policy form appropriate to consultant's profession. Limits shall be no less than $1,000,000/claim. b. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Contractor's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage: -(a) Owned automobiles; (b) Hired automobiles; and, (3)Non-owned automobiles. c. Commercial General Liability Insurance (and/or including Umbrella or Excess coverage) in an amount not less than a single limit of two million dollars ($2,000,000)per occurrence and an aggregate of not less than two (2)times the occurrence amount($4,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: i. Broad Form Property Damage, with no employee exclusion; ii. Personal Injury Liability, including extended bodily injury; iii. Broad Form Contractual/Commercial Liability—including coverage for products and completed operations; iv. Premises—Operations Liability (M&C); v. Independent Contractors and subcontractors; vi. Blanket Contractual Liability. Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 3 of 11 d. The County shall be named as an"additional insured" under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer. e. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. f. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a) The limits of overage; (b) The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Public Health 615 Sheridan Street, Port Townsend, WA 98368, and, (d)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty(30) days prior written notice to the County. If the proof of insurance or certificate indicating the County is an"additional insured"to a policy obtained by the Contractor refers to an endorsement(by number or name) but does not provide the full text of that endorsement,then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen(15) days of execution of this Agreement. g. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. h. The Contractor's insurers shall have no right of recovery or subrogation against the County(including its employees and other agents and agencies), it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect both parties and be primary coverage for all losses covered by the above described insurance. i. Insurance companies issuing the policy or policies 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. j. All deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Contractor. k. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County,the insurer shall reduce or eliminate deductibles or self-insured retention, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 4 of 11 1. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to the Contractor until the Contractor shall furnish additional security covering such judgment as may be determined by the County. m. Any coverage for third party liability claims provided to the County by a"Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide in order to comply with this Agreement. n. The County may, upon the Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. o. The Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. p. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. q. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. r. The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all the requirements stated herein. s. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. t. The Contractor shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. Contractor shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy,notice of same shall be given to the Jefferson County Public Health Contracts Manager by registered mail, return receipt requested. u. The Contractor shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 5 of 11 requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. v. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 10. Worker's Compensation(Industrial Insurance). a. If and only if the Contractor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Contractor,the Contractor shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Public Health, upon request. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. d. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 11. Independent Contractor. The Contractor and the County agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Contractor, or any employee of Contractor. 12. Subcontracting Requirements. Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 6 of 11 a. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The Public Health Director or their designee must approve any proposed subcontractors in writing. c. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 13. Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor,to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission,percentage,brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty,the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover,the full amount of such fee, commission,percentage, brokerage fee, gift, or contingent fee. 14. Discrimination Prohibited. The Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 15. No Assignment. The Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 16.Non-Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 17. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten(10) days written notice to the Contractor. Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 7 of 11 b. In the event of the death of a member, partner, or officer of the Contractor, or any of its supervisory personnel assigned to the project, the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the County, if the County so chooses. c. The County reserves the right to terminate this contract in whole or in part, with 10 days' notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way after the effective date of this agreement. In the event of termination under this clause,the County shall be liable for only payment for services rendered prior to the effective date of termination. 18.Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail,prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Risk Manager P.O. Box 1220 Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Contract Administrator Maul Foster& Alongi 109 E 13th Street Vancouver, WA 98660 19. Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by the County within the scope of this Agreement. The Contractor ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 20. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the County Risk Manager, whose decision in the matter shall be final, but shall be subject Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 8 of 11 to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties 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 Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 23. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 24.No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party,unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 25. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest,heirs, and assigns. 27.No Assignment. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28. No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean,that any provision in this Agreement is for the benefit of any person or entity who is not a party. 29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 9 of 11 32. Public Records Act. Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio,paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended), the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days,notify the County by providing a copy of the request per the notice provisions of this Agreement. DATED this day of , 20 (SIGNATURES FOLLOW ON THE NEXT PAGE) Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 10 oft 1 SIGNATURE PAGE JEFFERSON COUNTY WASHINGTON CONTRACTOR Board of County Commissioners Jefferson County, Washington By: By: Kate Dean, Chair Date Signature Name: By: Title: David Sullivan, Commissioner Date Date: By: Greg Brotherton, Commissioner Date SEAL: ATTEST: Carolyn Galloway Date Deputy Clerk of the Board Approved as to form only: p_ 113( m Phili . unsucker Date p Chief Civil Deputy Prosecuting Attorney Professional Services Agreement, Maul Foster Alongi, Version 1, PAO reviewed 6/26/2019 Page 11 of 11 EXHIBIT A SCOPE OF WORK Task 1: Due Diligence Study The objectives of this task include compiling information on the historical operations at the Property to inform the sampling effort and to limit the County's potential liability by completion of a Phase I Environmental Site Assessment that meets the ASTM standard and US EPA 'bona fide prospective purchaser' criteria. This task will involve conducting historical records research, review of environmental databases, interviews with former and current tenants/owners knowledgeable of historical operations on the Property, and conducting a site walk to assess current conditions. A cultural resource and archeological assessment will be completed for the Property to assess the potential for buried remains and/or cultural resources. If practicable given current property conditions, a geotechnical study, including ground- penetrating radar survey will be completed to identify any surface structures, including graves. Deliverables: • Phase I Environmental Site Assessment Report • Cultural Resource and Archeological Assessment Report Budget Task 1: $25,000 (inclusive of labor, direct charges, and expenses)