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HomeMy WebLinkAboutOtak Inc Engineering Services Olympic Discovery Trail - 071524 VAiWashington State Department of Transportation Supplemental Agreement Organizaton and Address Number 1 Otak. Inc. Original Agreement Number 11241 Willows Rd NE. Suite 200 Redmond, WA 98052 PW2022-004 Phone: 425-739-421 Project Number Execution Date Completion Date 18019893 1�24/1022 12111!2026 Project Title New Maximum Amount Payable Olympic Discovery I rail- Anderson Lake Connection $725.0.15.00 Descnption of Work 1)Extra%%urk to bring Draft Mitigation Plan Report and Draft Design to Final Mitigation Plan Report and Final Design: 2)Extra work to revise design and environmental impacts into extended rights of way.acquired after execution date of the Agreement.from Pope Resources and\ighswonger.to allow trail to meet ADA 5° grade,and eliminate retaining walls: 3)Extra work to revise SR20 crossing design as per WSDOT changes: 4)Extra work to revise trail through Jefferson 'I ransit due to change in easement location: 5)Lxtra work to manage project additional 17 months beyond initial schedule. The Local Agency of Jefferson County Public Works desires to supplement the agreement entered in to with Otak. Inc. and executed on 1:242022 and identified as Agreement No, PW2022-004 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK. is hereby changed to read: Exhibit B. Scope of Work - Supplement No. l II Section IV. TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: III Section V, PAYMENT. shall be amended as follows: Exhibit C. Payment Provisions - Supplement No. as set f rth in the attached Exhibit A, and by this reference made a part of this supplement If you pncur with t is supplement and agree to the changes as stated above. please sign in the Appropriate spat s belo rid eturn to this o ice for final action. �S 4 BY By: Pcle beckm (he ' Bo« 7-y 7/ Consultant Signature Approving Authority Signature Date Approved as to fora only. DOT Form 140-063 PRE-APPROVED CONTRAC" 02'2812023 Revised 09/2005 Philip C Hunsucker Chief Civil Deputy Prosecuting Attorney Exhibit "A" Summary of Payments Basic Supplement#1 Total Agreement Direct Salary Cost Overhead (Including Payroll Additives) Direct Non-Salary Costs Fixed Fee Total $644,535.00 S80,510.00 $725,045.00 DOT Form 140-063 Revised 09/2005 Scope of Work — Supplement No. 1 Otak EXHIBIT "B" Jefferson County, Washington Olympic Discovery Trail — Larry Scott Trail to Anderson Lake State Park Design Engineering (PS&E) and Permitting Services OTAK Project No. 33425 June 2024 Description of Project: The purpose of this Scope of Services is to provide the professional services necessary to develop the Plans, Specifications, and Estimates (PS&E), and obtaining the necessary permits and environmental clearances to construct a segment of the Olympic Discovery Trail Project approximately three (3) miles in length located from the south end of the Larry Scott Trail at Milo Curry Road running east and south to Anderson Lake State Park in Jefferson County. The trail will be part of a coordinated regional system that will eventually connect the Larry Scott Trail to Discovery Bay as part of the Eaglemount segment of the Olympic Discovery Trail. The trail will accommodate pedestrians, runners, bicyclists. equestrians, and other non-motorized/recreational trail users. The anticipated construction cost is $4.0 million. Supplement No. 1 extends the design period from June 2023 to November 2024 and provides an environmental mitigation plan and related construction documents. Supplement No. 1 also includes trail alignment revisions required to respond to environmental/permitting constraints, ROW adjustments, and stakeholder input. 1. Project Management and Coordination — Extended Duration 1.1. Coordination with Jefferson County OTAK will continue to coordinate with Jefferson County("County")on a regular basis to keep the County's project manager informed about project progress, project issues and schedule. OTAK will assist in scheduling project related meetings, reviews, and other coordination activities needed to keep the project moving forward. Regular communication with the County will occur on a weekly basis. 1.2. Coordination Meetings with County (Assume 6 meetings) Project coordination meetings with County Staff will occur approximately on a monthly or bi-weekly basis to review progress, to discuss project related issues, to review schedule, and to discuss current topics. 11241 Willows Road NE, Suite 200 I Redmond, WA 98052 I Phone 425.822.4446 I OTAK.com o:project1334001334251contract\supplement no. t33425_scope of work supplement 1 061324.docx Scope of Work - Supplement No. 1 Continued The project coordination meetings will be held virtually. It is anticipated that a total of six(6)additional design meetings will be held during the completion of the design period. Attendance will generally include OTAK's project manager and project engineer along with designated County Staff. 1.3. Project Monitoring and Reporting Project management will include the coordination of design team members, internal project scheduling, and the preparation of a monthly progress report and a monthly billing statement. Monthly progress reports will include information on major activities, anticipated actions, and outstanding issues to be resolved. Task 1.3 will extend Project Monitoring and Reporting for approximately twelve (12)months. Deliverables • Monthly Progress Reports and Monthly Invoices 2. Environmental/Permitting Permit applications and supporting environmental and regulatory compliance documentation will be prepared under this task. Federal, state, and local regulatory compliance requirements are included, as well as underlying deliverables and assumptions for the work (reference baseline scope for added details). 2.1. General Coordination with Permitting Agencies OTAK will continue to provide general coordination and design input to support the environmental/permitting effort. Coordination activities will be held with the permitting agencies and with Jefferson County to review/discuss project issues during the design process. Task 2.1 will extend Coordination with Permitting Agencies approximately twelve (12) months. 2.2. Preparation of Mitigation Plan Report OTAK will prepare a Final Mitigation Plan Report that summarizes the mitigation required to offset the impacts resulting from the project. The Final Mitigation Plan Report will incorporate feedback received from Jefferson County, Washington State Department of Ecology. and the Corps of Engineers during the permitting process. The Final Mitigation Plan Report will include a compliance narrative and an updated impacts assessment (based on the 90% trail design). The Mitigation Plan will follow the Proposed Mitigation Concept Plan dated October 2023 that was submitted to the Permitting Agencies. Deliverables • Draft and Final Mitigation Plan Report (Electronic pdf and Word format) 2.3. Preparation of Mitigation Design (Construction Documents) OTAK will prepare a Mitigation Design that follows the Mitigation Plan provided per Task 2.2. The Mitigation Design will include clearing, grading, restoration, and planting. The Mitigation Design will Jefferson County,Washington 2 Olympic Discovery Trail OTAK Scope of Work — Supplement No. 1 Continued include construction plans, details, and specifications. The project quantities and construction cost estimate will be updated to include the Mitigation Design. Assumptions • The County will provide updated topographic surveying and mapping for the mitigation area. • The Mitigation Design will follow the Proposed Mitigation Concept Plan dated October 2023 that was submitted to the Permitting Agencies. Deliverables • Draft and Final (100%) Plans (Electronic 11x17 Inch PDF/DWG Format) • Draft and Final (100%)Technical Specifications (Electronic PDF and Word Format)stamped and signed by OTAK • Final (100%) Quantities and Construction Cost Estimate(Electronic PDF and Excel Format including 3. Final Design/Engineering OTAK will provide preliminary and final design/engineering and perform the technical analysis necessary to ensure that this segment of the Olympic Discovery Trail meets applicable standards and is in general conformance with the County provided Olympic Discovery Trail — Eaglemount Design Guidelines (April 26, 2019), the WSDOT Design Manual, and the WSDOT Plans Preparation Manual. OTAK will prepare the plans, specifications, and construction estimates (PS&E)for the trail construction. 3.1. Trail Alignment Revisions (Environmental and ROW Adjustments) OTAK will provide trail alignment revisions to adjust for environmental impacts and to respond to adjustments in available right-of-way. Trail alignment adjustments will include both horizontal layout/alignment and vertical profile. The adjustments for environmental impacts are based on review comments received from the environmental agencies to further balance and minimize critical area impacts with proposed mitigation alternatives. The alignment revisions to respond to adjustments (increases) in available right-of-way provide more space for switchbacks and a longer overall trail alignment to minimize grading and the need for retaining walls. The trail alignment revisions will be integrated into the 90% PS&E and the 100% PS&E. Plans will be prepared at a horizontal scale of 1"=20 feet and a vertical scale of 1"=5 feet. Review comments will be addressed and incorporated into the Final (100%)civil plans. Deliverables • Updated Alignment Roll plot(Electronic PDF) 3.2. SR 20 Intersection Revisions (per WSDOT Direction) The proposed design includes a mid-block trail crossing at SR 20, with RFB signalization and signage. The mid-block trail crossing concept was approved by WSDOT after 30% Design. During review of the 90% PS&E, WSDOT requested that the mid-block trail crossing be revised to a trail crossing at the existing intersection. OTAK will revise the 90% PS&E to move the trail crossing to the SR 20 Intersection (SR 20 and Four Corners Road). Clearing limits will be updated to provide proper sight distance at the revised intersection location. The SR 20 Intersection revisions will be integrated into the 100% PS&E. Jefferson County,Washington 3 Olympic Discovery Trail OTAK Scope of Work - Supplement No. 1 Continued Plans will be prepared at a horizontal scale of 1"=20 feet and a vertical scale of 1"=5 feet. Details will be prepared at an appropriate scale to illustrate the level of detail needed for clarity. Review comments will be addressed and incorporated into the Final (100%)civil plans. Deliverables • Updated SR 20 Intersection Concept Plan (Electronic PDF) • Final (100%) PS&E (Electronic PDF/DWG and Word/Excel Format) 3.3. Jefferson Transit Alignment Revisions The proposed design includes a section of trail alignment along the Jefferson Transit frontage and/or within Jefferson Transit property, coordinated with existing transit center improvements. The proposed trail alignment was designed to fit within an existing trail easement granted by Jefferson Transit as part of their development. After agency review, Jefferson Transit has requested trail alignment revisions to better integrate with existing and future transit improvements. Jefferson Transit and the County will revise the location of the trail easement to match the revised trail location. OTAK will revise the 90% PS&E to respond to transit alignment revisions. Plans will be prepared at a horizontal scale of 1"=20 feet and a vertical scale of 1"=5 feet. Details will be prepared at an appropriate scale to illustrate the level of detail needed for clarity. Review comments will be addressed and incorporated into the Final (100%)civil plans. Deliverables • Updated Trail Alignment Concept Plan—Jefferson Transit Frontage (Electronic PDF/DWG) • Final (100%) PS&E (Electronic PDF/DWG and Word/Excel Format) Jefferson County,Washington 4 Olympic Discovery Trail OTAK Scope of Work — Supplement No. 1 Continued Design Standards/Requirements • Jefferson County Standards • ODT— Eaglemount Design Guidelines • WSDOT (Standard Plans, Standard Specifications, Plan Preparation Manual, Design Manual, Bridge Design Manual, and Geotechnical Design Manual) • AASHTO • NACTO Assumptions • The Design Period will be extended from June 2023 to November 2024. The target date for Bid Advertisement will be adjusted to October/November 2024. • The County will provide right-of-way mapping and lead right-of-way approvals. • The County will provide cultural resource services. • The County will provide right-of-way acquisition services. • The County will lead community involvement/outreach. • The County will pay for all required permit fees. • The preparation of a Stormwater Pollution Prevention Plan (SWPPP)is not included with current scope. • The preparation of a Stormwater General Permit(DOE) is not included with current scope. • Construction support services are not included in this scope of work but may be added later at the discretion of the County. Jefferson County,Washington 5 Olympic Discovery Trail OTAK |t } , } ; Payment Provisions - Supplement No. 1 § \ ! ! Exhibit "C" iII Prime Consult ntCoS Computations Aas 2;! »,■ 1 i p ! ! jea i 1 ��� !x , \f , . � ` ` , � IA NON ,,, §_ 9. ) f ,c \; | ,,.5 ®■$ € ;; V ■ a, =■ \;! "IT. |; £ / U , ,,, : . / 3 7 § ,| #( i 0f " �.. „ . . k \ 1 � `§ . «$ , �. , ,, §. S 2 ) , "!■ i 7$ ,mv ,.N NON Qa ) J2! 1} ) co | fi , Is k i $ « ,co L g f \{ i :a ! ii - rn § §� , :: i , !/ ) |- i . f { ( PO, ; SA % _`i t{ ! |i | > i|, - / |§f$ !f;, 7tI • ` - cjs f� )7 n1 | ƒ $7 !$|2!� ) 7 kd } `! t. I. ;Cr - a :-- ~ ,,, •... O £00 _ 2 2 Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Mark McCauley, County Administrator From: Monte Reinders, P.E., Public Works Director/County Engineer Agenda Date: July 15, 2024 Subject: Supplemental Agreement No. 1 with Otak, Inc. for Olympic Discovery Trail- Anderson Lake Connection, County Project No. 18019893 Statement of Issue: Public Works staff requests a modification of the scope of work and budget for engineering services portion of the Olympic Discovery Trail- Anderson Lake Connection Project. Analysis/Strategic Goals/Pro's & Con's: This supplement to the existing scope of work and budget between Public Works and Otak, Inc. is for: 1) mitigation plans, 2) expand design into 2 new rights of way; 3) SR20 crossing; 4) trail through Jefferson Transit; and 5) manage project an additional 17 months. Project schedule has the advertisement for bid in early October, 2024. Fiscal Impact/Cost Benefit Analysis: The maximum amount payable is $80,501 by this supplement. The maximum amount payable for the Otak, Inc. agreement with this supplement will increase from $644,535 to $725,045. This agreement is funded at 72.26% by WA State Recreation and Conservation Office (RCO) WA Wildlife and Recreation-Trails grant #20-1745, and the remaining by County capital funds. Recommendation: Public Works recommends that the Board execute all three (3) originals of the Supplemental Agreement No. 1 with Otak, Inc., and return two (2) originals to Public Works for further processing. Department Contact: John Fleming P.E., Project Manager, 385-9217. Reviewed By: Niff4 Mark McCauley, my Administrator Date CONTRACT REVIEW FORM Gear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Otak, Inc. Contract No: PW2024 076 Contract For: Prolessionai Erpneerkp Services.OlyrYpc Dis:overy rad-Aidersan L. Term: 12/31/2026 COUNTY DEPARTMENT: Public Works Contact Person: John Fleming Contact Phone: 360-385-9217 Contact email: ifleming@co.jefferson.wa.us AMOUNT: saos'to.00 PROCESS: Exempt from Bid Process Revenue: 180000010.33402.73.1989 Cooperative Purchase Expenditure: ^ Competitive Sealed Bid Matching Funds Required: yes Small Works Roster Sources(s)of Matching Funds RCO,STBG,ARP/CRRSSA Vendor List Bid Fund# 302 _ RFP or RFQ Munis Org/Obj ✓ Other:Supplement to existing APPROVAL STEPS: STEP l: DEPARTMENT CERTIFIES C MPLIANcF WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: N/A:11 (o/L(s,/La Z 4 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON P OPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: [] N/A: El 1111 6/14/7.07-4F Signature / Date STEP 3:,RISK MANAGEMENT REVIEW(will be added electronically through l.asertiche): Electronically approved by Risk Management on 7/3/2024. L Supplemental agreement incresaing funding. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 7/4/2024. PAO pre-approved form. No PAO signatuer needed. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement .\ reement Number: PW20222-00-1 Firm/Organization Legal Name(do not use dba's)• Otak, Inc. Address Federal Aid Number 11241 Willows Rd NE Ste 200. Redmond. WA 98052 ; - UBI Number Federa' TIN 600 614 735 91-1324129 Execution Date Completion Date 1/24/2022 12/31/2026 1099 Form Required Federal Participation ❑ Yes ❑■ No N Yes ❑ No Project Title Olympic Discovery Trail- Anderson Lake Connection, County Project 18019893 Description of Work The Work is to provide the professional services necessary to develop the Plans. Specifications. and Estimates (PS&E). and obtaining the necessary permits and environmental clearances to construct a segment of the Olympic Discovery Trail Project approximately three (3) miles in length located from the south end of the Larry Scott Trail at Milo Curry Road running east and south to Anderson Lake State Park in Jefferson County, WA. ❑ Yes 1 No DBE Participation Maximum Amount Payable. S644.535.00 ❑ Yes Q No MBE Participation ❑ Yes El No WBE Participation ❑ Yes Q No SBE Participation Index of Exhibits Exhibit 1 Scope of Work Exhibit l3 DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit L- Sub-consultant Cost Computations Exhibit I- Title VI Assurances Exhibit (_i Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Desicn Error Procedures Exhibit I Consultant Claim Procedures Local Agency -t&E Professional.Cervices Agreement Number PW2022-004 .'egotialed Hoarlr Rule Cu rcultant -Igreenu•nr Revised 02'11i2021 Page 1 of 34 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (I) of this AGREEMENT, between the Jefferson County, WA hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the"CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one(I) of this AGREEMENT and hereafter called the "SERVICES;" and 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;and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW. THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein,or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, it'applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. Ill. 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 State, Federal, 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 CONSUL.'(ANT 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 SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT,any sub-consultants, and the AGENCY shall comply with all Federal. State,and local laws, rules,codes, regulations,and all AGENCY policies and directives, applicable to the work to he performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of'the State of Washington. Local Agency A&E Professional Services Agreement Number PW2022-OO4 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 2 of 34 • Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT', the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSUL"l'ANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's"DBE Program Participation Plan" and perform a minimum of 30%of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. In the absents of a mandatory DBE goal,a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary,the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit '`C —Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service. not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall he made in writing and sent to the other party by (i)certified mail, return receipt requested,or(ii) by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: John Fleming PE, Project Manager Name: Nico Vanderhorst PE, Sr. Principal-In-Charge Agency: Jefferson County Dept. of Public Works Agency: Otak, Inc. Address: 623 Sheridan St. Address: 11241 Willows Rd., Suite 200 City: Port Townsend State:WA Zip:98368 City: Redmond State:WA Zip:98052 Email:jfleming@co.jefferson.wa.us Email: nico.vanderhorst@otak.com Phone: 360-385-9160 Phone: 425-822-4446 Facsimile:360-385-9234 Facsimile:503-218-1500 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 conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the 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, 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. Local Agency A&E Professional Services Agreement Number PW2022-004 :Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 3 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials. supplies. equipment, and incidentals necessary to complete SERVICES.The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www•.ecfr.gov). A. hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon f'ee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into,and become a part of.this AGREEMENT.The initially accepted negotiated rates shall be applicable from the approval date. as memorialized in a final written acknowledgment, to 180 days following the CONSIJI.I'AN l.'s fiscal year end(FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date)upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E"will remain in effect for the twelve (12)month period. Conversely, if a timely request is made in the manner set forth above,the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into,and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve(12) month period. The fee as identified in Exhibits"D" and "E"shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTAN I' shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. l'he CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis. and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fee. Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 4 of 14 A. 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 fees of sub-consultants. Air or train travel will he reimbursed only to lowest price available, 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 WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 `Travel Costs." The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT' shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. B. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XiIi, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit "D," 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 SERVICES at the time of the interview. D. 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 SERVICES 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) calendar 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. Per WSDOT's "Audit Guide for Consultants." Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, tier a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of. in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6)year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's internal Audit Office and /or at the request of the AGENCY's Project Manager. Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 5 of 14 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant,any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall he negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that the) 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 this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage,brokerage fee, gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall he 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 this AGREEMENT, any professional or technical personnel who are, or have been. at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY. except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Raw Consultant Agreement Revised 02101/2021 Page 6 of 14 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest,agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987(Public Law (42 U.S.C. Chapter 21 Subchapter V § 100-259) 2000d through 2000d-4a) • American with Disabilities Act of 1990 (42 • Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 126 § 12101 et. seq.) U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.G. Chapter 16 Subchapter V § • 49 CFR Part 26 794) • RCW 49.60.180 • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT. and shall include the attached Exhibit "F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10)days written notice to the 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 for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the 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 in paragraph two (2)of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination,whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason,that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY.In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Local Agency A&E Professional Services Agreement!'umber PW2022-004 ,'Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 7 of 14 The CONSULTANT shall. within 15 days, notify the AGENCY in writing. in the event of the death of any member, partner, or officer of the CONSUL t ANl' or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing. in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT,or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the 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 XII I ''Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days 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 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". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT. this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The 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. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal. State. and local laws, rules, codes. regulations and all AGENCY policies and directives. applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands. or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors,of any tier,or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Local Agency A&E Professional Services .4greement Number PW2022'004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 8 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers,employees, sub-consultants, subcontractors or vendors,of any tie , or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY. their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor,of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to ST ATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of; or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if'ally, 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. The CONSULTANT shall obtain and keep in fierce during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 9 of 14 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 0I 12 04 or its equivalent with minimum limits of one million dollars($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto"(Symbol 1) used in an amount not less than a one million dollar($1,000,000.00)combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSUL PANT and any sub- consultant and/or subcontractor as an additional insured (the "A Is"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the Als shall be excess over, and shall not contribute with. the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the Als. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete,certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: John Fleming PE, Project Manager Agency: Jefferson County Dept.of Public Works Address: 623 Sheridan St. City: Port"Townsend State: WA Zip: 98368 Email: jfleming(wco.jefferson.wa.us Phone: 360-385-9160 Facsimile:360-385-9234 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, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT. shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1.000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third part, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 10 of 14 XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this • AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order. or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (I) maximum amount payable; (2)delivery or completion schedule, or both; and (3)other affected terms and shall modify this 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 this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. Ilol,vever. 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. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on ail plans. estimates.or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G-I(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes. amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. 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 AGREEIvIENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Local Agency A&E Professional Services Agreement Number PW2022-004 :Vegotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 11 of 14 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and intormation that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCVv' or other local, state, or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers,e-mail addresses, telephone numbers, financial profiles credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data. or information which may jeopardize any part of the project that relates to any of' these types of information. 'I he CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT. and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical. electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Infbrnation to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received: who received, maintained, and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor. audit,or investigate the use of the State's Confidential Information collected, used. or acquired by the CONSULTANT through this AGREEMENT. The monitoring. auditing, or investigating may include, but is not limited to,salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages,or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information. which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Local Agency A&E Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a)at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information"or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. lithe CONSILTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub- consultants' information. XX. Records Maintenance During the progress of'the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation. claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation,claim,or audit continues past the six(6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("EST"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals. plans, designs, data, surveys, maps. spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets. charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded,written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Local Agency ABBE Professional Services Agreement Number PW2022-004 Negotiated Hourly Rate Consultant Agreement Revised 02/01/7021 Page 13 of 14 For purposes of this AGREEMENT,"ESI"means any and all computer data or electronic recorded media of any kind, including "Native Files", that arc stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that thc CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such Eal is normally created, viewed,and for modified The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind thc sub-consultant to its teens, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, thc parties hereto have executed this AGREEMENT as of the day and ycar shown in the "Execution Date"box on page one(1)of this AGREEMENT. (L1.4,45 Le. fe(--,'117 019)__ _ //i7 ) 2-192-2- Signature Otak,Inc Date Nico Vanderhorst ctLic,. Signature Cr, .Board of Jefferson Canty Ccnvrissonersiil Date IA(1/za,z_ few e/b9nhoter Any modification, change, or reformation of this AGREEMENT,shall require approval as to firm by the Office of the Attorney General. Approved es to Marra Oa:e:tl1412122 Ph.dip C Hunsucker,Cher CAM Deputy Prosecuting Attorney Jefferson County Prosecuting Attorneys Office Local Agency A&E Professional Services Agreement Number I'W2022-004 Negotiated Hourly Rate Consultant.4greement Revised 02/01/2021 Page 14 of 14