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HomeMy WebLinkAboutSargent Engineers Inc Construction Phrase Engineering Services - 072224 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name(do not use dba's): Sargent Engineers, Inc. Address Federal Aid Number 320 Ronlee Lane NW, Olympia, WA 98502 PROTECT-2016(029) UBI Number Federal TIN 600-560-818 91-1273873 Execution Date Completion Date September 30, 2025 1099 Form Required Federal Participation El Yes Q No Q Yes El No Project Title Naylors Creek at West Valley Road and Gibbs Lake Road - Culvert Replacements 18020592 Description of Work This agreement provides for Construction Engineering services during construction of the Naylors Creek at West Valley Road and Gibbs Lake Road project. Services may include material submittal and shop drawing review, structural engineering and load ratings, foundation soils inspections and geotechnical engineering, and hydraulic engineering related to suitability of the imported streambed materials. The anticipated Scope of Work and task are described on Exhibit A. ❑ Yes ] No DBE Participation Maximum Amount Payable 30,991.00 ❑ Yes 0 No MBE Participation ❑ Yes Q No WBE Participation Q Yes ❑ No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B I)l3E Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Local Agency.A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 1 of/4 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the Jefferson County Dept.of Public Works hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (I) of this AGREEMENT, hereinafter called the"CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work"on page one(1) 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 WI IEREAS, 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 I he 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, if 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 CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the 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 be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 2 of 14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of 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 CONSULTANT 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 absence 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 be made in writing and sent to the other party by(i)certified mail, return receipt requested,or(ii)by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Bruce Patterson Name: Jessica Soward Agency: Jefferson County Dept. of Public Works Agency: Sargent Engineers, Inc. Address: 623 Sheridan Street Address: 320 Ronlee lane NW City: Port Townsend State: WA Zip: 98368 City: Olympia State: WA Zip:98502 Email: bpatterson@co.jeffcrson.wa.us Email: Jessicas(cilsargentengineers.com Phone: (360)385-9169 Phone: (360)867-9284 ext 7980 Facsimile: Facsimile: 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 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 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 fee. 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 CONSULTANT'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 CONSULTANT 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 he 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. The 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 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 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 arc not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will be reimbursed only to 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 arc 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, for a period of six(6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on 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 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 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 AGREEMEN'I'. 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 be 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 STA'l'E'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 they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this agreement. 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 CONSUI;I'ANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged,and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of 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 Numbcr: Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 6 of 14 VIII. Nondiscrimination During the perlormance 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.C. 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 CONSUI:I'AN"I' 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 Adt£Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/302022 Page 7 of 14 it 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 CONSULTANT 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 CONSUI:I'ANT,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 XIII "Extra Work." Xl. 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 (STA'l'E) 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 AdtE Professional Services Agreement Number Negotiated hourly Rate Consultant Agreement Revised 07/30/2022 Page 8 of 14 PI Jo 6 a8nd ( OZ/OF/L0 paslna8 luawaaay IUVS1nsuo3 am,.4)inoq pawpoXati' JaqutnN Juawaaay sa»naas jnuncssafold 3T y douaB'jva07 •M3N 8b alll.L o1 lutnsand aauo!ss!wwoD aouwnsul ale1s aq1 Aq panoaddt saainos 42noa41 ao so!uedwoa yl!m aouninsu! 2u!mojloJ ay3 `pagnbaa aslmJomo se Jo `1NiW3l IDV s!yl Jo swaat ay1 Su!Jnp aOaoJ u! daal pug u!gtgo IIe4s 1NV.L'If1SNO3 341 •sluawnoop plutuoa ay14PM oouepa000e u! xaom s3! waojiad o1 aanlleJ s,J0P3EJ1u00 uo!1anUISuoa ,Cue ao `i(1oJos alas qof `sanb!uyoal uo!10fi1suo0 Jadoad JoJ ,(3tllglsuodsai oil awnsse hays 1NV1'111SN0D ay1 `0ouets!sse Lions Su!ptnoJd ,Cg •uoilealstu!wpe 10e.3uo0 13uunp ADIsI1DV ay1 01 001113t9SSg Ilp3-up ap!noJd !WE4s ,LNV.I.]f1SNOD a41 `1N31N3311DV leluawalddns o q id000e ue Jo `aamos alos moil g Jo ;tu!ssaooad ay1 of loafgns •toafoad a41 uo `,Cue J! `s1agJluoa uopOna1suo0 Jo uogsats!wwpm aoJ alq!suodsaa aq Ileys ADN]OV ay1 `1NgI I I JV s!y1 u! pa1;!0ads as!MJo4to ssalun -aan!um s!41 palepooau,CIIen3nw ane4 sawed a4 M Th I S ap!I, `mel a0utunsu! leptsnpu! algls ail aapun ,(t!unww! 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Ru!sue ,C3!nba JO mgl 1e s1!ns Jo `spuewap `sw!ep He wag SSaitwey saa,Coldwa puu snow° a!ay1 pup ADN3OV ayi PUP 11V1S am PI04 Pug `,(Jluwapu! `puOJap osle Hugs 1NVITIISNOD a4.L •gait,{um Jo `aopuan pue Jo10UJ3uo0gns `luellnsuoo-qns Aug pup 1w1111SNOD uaam3ag 1N3YV3311DV ,fue u! papnl0u! oq !legs uo!sptoJd s!y1 •alge!I ,tllm$al aq ,(uw .LNV.L1f1SNOD a41 woym aoJ suosiod Jay10 i(ue Jo 'Jag Aug Jo `saopuon ao SaoIOeiluo0gns `swuellnsuoo-qns `saa,Coldwa 'swag S,1NV1"If1SNOD am Jo onuag!jSau ail Jo aoua2!ISau sdNV.L1f1SNOD ail Jo wawa a41 03 'quo algeaoJojua pue mien aq hews uo!te2ggo ,Ct!uwapu! pug asua;ap a41 'arm ,Clle2al aq ,Cew ADNaDV Jo/PU Ai.V1S a41 woym JOJ suosaad Jaw,Cum JO `Jail ,(ut Jo `sJopuan JO pus SJol3ealuoogns `stuetlnsuoo-qns `saa,Coldwa 'snow `sluaSe J!a41 `ADN1OV Jo/Pup 3LV1S a41 (q) Pus `alyg!l 'Cllesal s! INV1'lIISNOD 341 woym Jot suosaad aa410 ,Cum Jo `Jail ,{ut Jo `sJopuan Jo sJopeatuo0gns `sluetlnsuo0-qns `saa(oldwa `stuasm s.1NV.L7f1SNOD a4i Jo 1NV11IISNOD am (e) Jo aou33!l2au 3uaaan3uo0 am wag llnsaJ Jo ,(q pasneo amstlns Jo stump amp te41 Jo4unJ pap!noad pug `alys!I ,cllgSOl oq,Cmw ADNIDV ail Jo/pue Ii.V LS ail woym JoJ suosJad aa410,Cue JO `a!)Sue Jo `sJopuan Jo sloptnuoogns `sluellnsuoo-qns `saa,Coldwa `siaog}o `SluaSu J!a4t`ADN3DV 041 Pup anus a41 ,Cq .LN3W331IDV s!y1 Japun uollallgo ,Cum Jo 4oeaaq Jo `Jo aOua2!I2au a41 uodn /Clalos paseq s1!ns Jo spuewap `sw!UI0 wag soo,Coldwa put saaoliJo J!a4t pus ADN:1OV a43 pue gI,V1S a41 SSOIwaty Nog PUP Isu!mge saa,Coldwa pug sJaOJ}o J!a41 pup ADN]DV a41 Put 3.LV.LS ay1 ,CJ!uwapu! Jo puaJap o1 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 01 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 I)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 CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the 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: Bruce Patterson Agency: Jefferson County Depart. of Public Works Address: 623 Sheridan Street City: Port Townsend State: WA Zip: 98368 Email: bpatterson@cojefferson.wa.us Phone: (360)385-9169 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the 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 party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section.This remedy is not exclusive;and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 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: (1)maximum amount payable; (2) delivery or completion schedule, or both; and (3)other affected terms and shall modify this AGREEMENTaccordingly. 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. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGRF.EMEN'I', 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 all plans, estimates,or any other engineering data furnished by them. XV. Federal Review The Federal Ilighm,ay 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-1(a and b)" are the Certifications of the CONSUI:I'ANT 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 AGREEMENTS over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENTS 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 AGREEM EN'I''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&C F.Professional Services Agreement:Number Negotiated Hourly Rate Consultant Agreement Revised 07/ (1/2022 Page 11 of 14 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not 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. The 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 Information 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 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 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. If the CONSULTANT 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 CONSUL;I'ANT, 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 ("ESI"), 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 A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 13 of 14 For purposes of this AGREEMENT. -ESI" means any and all computer data or electronic recorded media of an kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined. either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email. Outlook. Word. Excel. Access, Publisher. PowerPoint. Adobe Acrobat, SQL databases. or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. E',Si 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 CONSULTAN I 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 ESI is normally created. viewed, and /or modified The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms. unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. _ 1- bjZ4+ Sig a 4 re Date /(11)1'i7/2- Alf Signature k-t-e b2avl,C ►V e 0<< Date Any modification, change. or reformation of this AGREEMENT shall require approval as to.Jurm by the Office of the Attorney General. Approved as to form only: PRIG-APPROVED CONTRACT FORM 625.202-1 Philip C. Hunsucker. Date Chief Civil Deputy Prosecuting Attorney Jefferson County.Washington Local Agency A&E Professional Services Agreement.'umber Negotiated Hourly Rate Consultant.agreement Revised 07/30/2022 Page 14 of 14 Exhibit A Scope of Work Project \oo. See scope descriptions following this page. Local Agency A&E Professional Services Agreement:Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit A SARGENT Scope of Work To complete the scope of work,Sargent anticipates the following tasks: Structural Engineering Review&Load Ratings Sargent will review the Contractor's submittals for structural items to ensure compliance with the contract documents, and will provide review comments to the County for incorporation into the submittal responses. Sargent will also provide bridge load ratings for the culvert structures,completing preliminary load ratings during review of the culvert shop drawings, and finalizing the load ratings following completion of construction. Sargent will also be available for one site visit to each culvert as requested by the County. West Valley Road Services • Review contractor shop drawing submittals for the culvert footing reinforcing steel, precast three-sided culvert, and precast culvert wingwalls. • Prepare a preliminary load rating during culvert shop drawing review to ensure adequate culvert live load capacity,and note any deficiencies in review response. • Prepare the final load rating for the completed culvert structure in accordance with the AASHTO Manual for Bridge Evaluation and WSDOT Bridge Design Manual. Provide a complete load rating calculations package, including Load Rating Summary sheet stamped by a Washington State Professional Engineer. Submit hard copy and electronic PDF of load rating calculations package, and electronic copies of the load rating files. • Make one site visit as requested by the County,and provide a site visit summary report. Gibbs Lake Road Services • Review contractor shop drawing submittals for the precast box culvert. • Prepare a preliminary load rating during culvert shop drawing review to ensure adequate culvert live load capacity,and note any deficiencies in review response. • Prepare the final load rating for the completed culvert structure in accordance with the AASHTO Manual for Bridge Evaluation and WSDOT Bridge Design Manual. Provide a complete load rating calculations package, including Load Rating Summary sheet stamped by a Washington State Professional Engineer. Submit hard copy and electronic PDF of load rating calculations package,and electronic copies of the load rating files. • Make one site visit as requested by the County, and provide a site visit summary report. Geotechnical Engineering Construction Support Aspect Consulting will provide geotechnical engineering services as a subconsultant to Sargent to review foundation subgrade conditions,as requested by the County during construction. Please see attached proposal for further details. Hydraulic Engineering Construction Support Watershed Science& Engineering will provide hydraulic engineering services as a subconsultant to Sargent to review stream channel construction materials and placement, as requested by the County. Please see attached proposal for further details. Aspect Exhibit A Geoayntcc Company Scope of Work Client: Sargent Engineers, Inc. Date: March 13, 2024 Attn: Jessica Soward, PE,SE Contract No.: 1 320 Ronlee Lane NW Olympia, WA 98052 Project No.:AS190364-A-03 Project Name: Naylors Creek Culvert Replacements Subject: Construction Support Services,Gibbs Lake Road MP 1.82,and West Valley Road MP 2.59 Description of Work Cost Aspect Consulting,LLC,prepared a separate Geotechnical Engineering Report for each of the Naylors Creek culvert replacement project in Jefferson Count: Gibbs Lake Road MP 1.82 and West Valley Road MP 2.59. It is our understanding that both projects are starting the construction phase in spring 2024,and geotechnical support services from Geosyntec Consultants,Inc.,dba Aspect Consulting(Aspect)are desired on an on- call, part-time basis. We have assumed the following in developing our scope of work and cost estimate for our construction support services for Gibbs Lake: Base Budget for Gibbs • One site visit to observe erosion control installation and temporary Lake: cut slopes. $8,100 • One site visit to provide support for creek diversion,temporary dewatering,and/or temporary cutoff/shoring recommendations. • Two site visits to observe and evaluate foundation subgrade conditions for the four-sided box culvert. • 4 hours of design and construction team meetings. • 4 hours to review RFI and submittals. • 4 hours of project oversight, invoicing,and client management. We have assumed the following in developing our scope of work and cost estimate for our construction support services for West Valley Road: Base Budget for West One site visit prior to construction starts to remove transducers Valley Road: • from well,download data,and create a hydrograph presenting the S10,200 water level information collected. Hydrograph to be emailed as a PDF. • One site visit to observe erosion control installation and temporary cut slopes. • One site visit to provide support for creek diversion,temporary dewatering,and/or temporary cutoff/shoring recommendations. • Four site visits to observe and evaluate foundation subgrade conditions for the three-sided box culvert and wing-wall foundations. • 4 hours of design and construction team meetings. Exhibit A Scope of Work • 4 hours to review RFI and submittals. Fees will be billed on a • 4 hours of project oversight, invoicing,and client management. Time-and-Materials Basis in accordance with the We have assumed travel time to the Site,generation of field reports,and attached Schedule of senior review of each field report. The base budget is an estimate,actual Charges. costs may be more or less. Additional requested services,consultations,and meetings will be on a time-and-materials basis in addition to the base budget. By its signature below and/or authorizing Geosyntec Consultants, Inc. dba Aspect Consulting to proceed in accordance with this Proposal, Sargent Engineers,Inc.,accepts and agrees to the Services, Schedule, and Compensation described above and the attached terms and conditions. By: ASPECT CONSULTING Printed Name: Erik O. Andersen, PE Principal Geotechnical Engineer By: CLIENT Printed Name/Date: M:Uefferson Countv\Naylors Creek G:verts\Contract\r naked Contracts and Proposals\COCl 20240313 AS:9036c Jefferson Cnty_Naylors Os C7vrts•2024 Constr Soon Srvcs.docx Exhibit A Scope of Work Scope of Work Naylor Creek Crossings Hydraulic Engineering Construction Support Watershed Science& Engineering Jefferson County(County) is about to construct two new fish passage crossings on Naylor Creek(also known as "Naylors"or"Naylor's"Creek). The first crossing is shortly downstream of Gibbs Lake on Gibbs Lake Road. The second is farther downstream where Naylor Creek passes under West Valley Road. Both crossings were designed by Sargent Engineers(Sargent),with Watershed Science& Engineering(WSE) providing hydraulic design support.The County has asked WSE to provide engineering assistance during the construction of the channel bed for both projects. WSE,as a sub-consultant to Sargent,will provide channel construction guidance to the contractors as detailed in the tasks below. 1 On-Site Construction Guidance A WSE staff engineer will provide one day of on-site channel construction guidance for each crossing. Each day will be scheduled with Sargent and the contractors so that WSE is on site to observe construction of the creek channel and placement of bed material. 10 hours has been budgeted for each crossing, including travel to the sites. 2 Office Review A WSE staff engineer will provide office review of construction submittals including bed material specifications and to answer hydraulic design questions that arise during construction. A total of 6 hours of staff engineer time are included for this task. 3 Administration WSE will conduct standard project administrative duties including schedule management and refinement,staff resource planning, and preparation of monthly invoices with brief progress reports to Sargent. Exhibit B DBE Participation Plan 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 arc not. Sargent Engineers is certified as a SBE, and their participation during construction will count towards the voluntary 10% goal. Local Agency A&F.Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency,as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: L Surveying, Roadway Design&Plans Preparation Section A. Survey Data CiviI3D B. Roadway Design Files Civil3D C. Computer Aided Drafting Files CiviI3D Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 D. Specify the Agency's Right to Review Product vs,ith the Consultant Agency shall have the right to review all documents produced for this project. E. Specify the Electronic Deliverables to Be Provided to the Agency As requested by County. F. Specify What Agency Furnished Services and Information Is to Be Provided See scope of work. Local Agency ActE Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 II. Any Other Electronic Files to Be Provided Submittal and RFI review responses,as requested by the County. M. Methods to Electronically Exchange Data As mutually agreed. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 A. Agency Software Suite Microsoft Office, Civil3D B. Electronic Messaging System Microsoft Outlook C. File Iranstcrs I ormat As mutually agreed Local Agency Ads E Professional Services Agreement Number_ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit D Prime Consultant Cost Computations See fee estimates following this page Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 SARGENT Exhibit D Prime Consultant Cost Computations Naylors Creek Culvert Replacements EOR Review Services Senior Project Design Principal Project Task Cost Engineer Engineer Engineer Rate: $220.36 $173.80 $155.18 $117.94 W Valley Road Culvert Culvert Shop Drawing Review 2 8 $1,384 Foundation Rebar Shop Drawing Review _ 1 2 $456 Site Visits(1, incl. report) 8 $1,241 Final Culvert Load Rating 2 4 $912 Subtotal 5 0 8 14 $3,994 Direct Costs Mileage (1 trip @ 165 mi) $108 Subconsultant(Aspect Consulting) $10,200 Subconsultant(Watershed Science & Engineering) $2,471 Total Direct Costs $12,779 Total EOR Services for W Valley Road Culvert $16,773 Gibbs Lake Road Culvert Culvert Shop Drawing Review 2 8 $1,384 Site Visits(1, incl. report) 8 $1,241 Final Culvert Load Rating 2 4 $912 Subtotal 4 0 8 12 $3,538 Direct Costs Mileage(1 trip @ 165 mi) S108 Subconsultant(Aspect Consulting) $8,100 Subconsultant(Watershed Science&Engineering) $2,471 Total Direct Costs S10,679 Total EOR Services for Gibbs Lake Road Culvert $14,217 Total EOR Review Services $30,991 Prepared by JSS Page 1 3/15/2024 SARGENT Exhibit D Prime Consultant Cost Computations Actuals Not To Exceed (ANTE) Rates Table Effective January 1, 2024 Sargent Engineers, Inc. 320 Ronlee Lane NW Olympia, WA 98502 Direct Labor Rate Overhead 180.36% Fixed Fee 30.00% All Inclusive Hourly Billing Rate Job Classifications NTE NTE NTE NTE Principals S83.00 $149.70 $24.90 $257.60 Senior Engineers $73.00 $131.66 $21.90 $226.56 Senior Project Engineers $68.00 $122.64 $20.40 $211.04 Project Engineers $66.00 S119.04 $19.80 $204.84 Design Engineers S55.50 $100.10 S16.65 $172.25 Engineering Technician 545 00 $81.16 $13.50 $139.66 Engineering Intern $36.00 $64.93 $10.80 $111.73 Drafter II $43.00 $77.55 $12.90 S133.45 Business Manager $61.00 S110.02 $18.30 $189.32 Business Associate S43.00 S77.55 $12.90 $133.45 Clerical $35.00 $63.13 $10.50 $108.63 Exhibit D Prime Consultant Cost Computations Washington State Development Division W, Department of Transportation contract ServPO Box 47408408 office Olympia.WA 98504-7408 7345 L nderson Way SW Tumwater,WA 9850'-6504 TTY: 800-833-6388 www wvfnt wa qov June 1, 2023 Sargent Engineers, Inc. 320 Ronlee Lane NW Olympia, WA 98502 Subject: Acceptance FYE 2022 1CR—CPA Report Dear Molly Cichosz: We have accepted your firms FYE 2022 Indirect Cost Rate (ICR)of 180.36%of direct labor,based on the"Independent CPA Report,"prepared by Shannon&Associates LLP. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only.This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at(360)704-6397 or via email consultantrates(dwsdot.wa.eov. Regards; Schatzle tfa4 ve Schatzie Harvey(Jun 2,2023(► DT) SCHATZIE HARVEY, CPA Contract Services Manager SH:BJO Exhibit E Sub-consultant Cost Computations If no sub-consultant participation listed at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting"of this AGREEMENT. See fee estimates following this page. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Aspect Exhibit E / ,GeosyntecCompany Sub-consultant Cost Computations (Gent: Sargent Engineers,Inc. Date: March 13, 207 1 Attn: Jessica Soward, PE,SF, i 320 Ronlee Lane NW Contract No.: 1 Olympia, WA 98052 Project No.:AS190364-A-03 Project Name: Naylors Creek Culvert Replacements Subject: Construction Support Services,Gibbs Lake Road MP 1.82,and West Valley Road MP 2.59 Description of Work Cost Aspect Consulting,I.I,C,prepared a separate Geotechnical Engineering Report for each of the Naylors Creek culvert replacement project in Jefferson Count: Gibbs Lake Road MP 1.82 and West Valley Road MP 2.59. It is our understanding that both projects arc starting the construction phase in spring 2024,and geotechnical support services from Geosyntec Consultants, Inc.,dba Aspect Consulting(Aspect) are desired on an on- call, part-time basis. We have assumed the following in developing our scope of work and cost estimate for our construction support services for Gibbs Lake: Base Budget for Gibbs • One site visit to observe erosion control installation and temporary Lake: cut slopes. S8,100 • One site visit to provide support for creek diversion,temporary dewatering,and/or temporary cutoff/shoring recommendations. • Two site visits to observe and evaluate foundation subgrade conditions for the four-sided box culvert. • 4 hours of design and construction team meetings. • 4 hours to review RFI and submittals. • 4 hours of project oversight, invoicing, and client management. We have assumed the following in developing our scope of work and cost estimate for our construction support services for West Valley Road: © Budget for West • One site visit prior to construction starts to remove transducers Valley Road: from well,download data,and create a hydrograph presenting the S10,200 water level information collected. Hydrograph to be entailed as a PDF. • One site visit to observe erosion control installation and temporary cut slopes. • One site visit to provide support for creek diversion,temporary dewatering,and/or temporary cutoff/shoring recommendations. • Four site visits to observe and evaluate foundation subgrade conditions for the three-sided box culvert and wing-wall foundations. • 4 hours of design and construction team meetings. Exhibit E Sub-consultant Cost Computations • 4 hours to review RFI and submittals. Fees will be billed on a • 4 hours of project oversight,invoicing,and client management. Time-and-Materials Basis in accordance with the We have assumed travel time to the Site,generation of field reports,and attached Schedule of senior review of each field report.The base budget is an estimate,actual Charges. costs may be more or less. Additional requested services,consultations,and meetings will be on a time-and-materials basis in addition to the base budget. By its signature below and/or authorizing Geosyntec Consultants, Inc. dba Aspect Consulting to proceed in accordance with this Proposal, Sargent Engineers,Inc.,accepts and agrees to the Services,Schedule, and Compensation described above and the attached terms and conditions. BY: ASPECT CONSULTING Printed Name: Erik O. Andersen, PE Principal Geotcchnical Engineer By: CLIENT Printed Name/Date: M.Jeffersoe Ccunty\Nayors Creek Culee1sk.ortrattV',reI,zed Corrects and P•o osels CO01_20240313 AS190364 1effersor Cry_Nayiors CkCivtts-2024 Coosa Spirt Srvcs.doa Page 2 Exhibit E Sub-consultant Cost Computations Geosyntec Consultants,Inc.dba Aspect Consulting ANTE Rates for 2024 Direct Rate Overhead Rate Fixed fee(DSC Only) All Inclusive Hourly Rate Staff Level NTE NTE NTE NTE 218.95% 30.00% Staff Professional $ 36.96 $ 80.92 $ 11.09 $ 128.97 Senior Staff Professional $ 42.75 $ 93.60 $ 12.82 S 149.17 Professional $ 48.32 $ 105.80 S 14.50 5 168.61 Project Professional S 55.71 $ 121.98 $ 16.71 $ 194.40 Senior Professional $ 64.81 $ 141.90 $ 19.44 $ 226.16 Principal S 80.77 $ 176.84 $ 24.23 $ 281.83 Senior Principal $ 97.50 $ 213.48 $ 29.25 $ 340.23 Technical Editor $ 44.21 $ 96.81 $ 13.26 $ 154.28 Senior Technical Editor $ 49.44 $ 108.25 $ 14.83 S 172.52 Project Administrator $ 43.G2 $ 95.52 $ 13.09 $ 152.23_ Designer S 44 04 S 96.42 $ 13.21 $ 153.67 Senior Designer $ 49.22 1 S 107.77 $ 14.77 S 171.76 Notes: 1)ANTE=Actuals Not to Exceed 2)NTE=Not to Exceed 3)DSC=Direct Salary Cost Exhibit E Sub-consultant Cost Computations Ank Washington State Development Division 9 Contract Services Office_ W.1 Department of Transportation PO Box 47408 Olympia.WA 98504-7408 7345 underson Way SW Tumwater,WA 98501 (3504 TTY:1-B00-833-6388 wwW.wsc'lot.Wa.gnv August 29,2023 Geosyntec Consultants,Inc. 900 Broken Sound Parkway N.W.. Suite 200 Boca Raton, FL 33487 Subject: Acceptance FYE 2022 ICR—CPA Report Dear Anastasia Bystrov: We have accepted your firms FYE 2022 Indirect Cost Rate(ICR)of 218.95%based on the "Independent CPA Report," prepared by RSM US, LLP. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT.Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates(a wsdot.wa.zov. Regards, Schzi'e fta ve Schatzie Harvey (Aug0, 2023 15:25PDT) l( g SCHATZIE HARVEY,CPA Contract Services Manager SH:leg Exhibit E Sub-consultant Cost Computations WATERSHED Estimate of Professional Services SCIENCE & ENGINEERING Prepared for: Sargent Engineers 506 2nd Avenue, Suite 2700 Project: Naylor Creek Crossings -Hydraulic Seattle, WA 98104 Engineering Construction Support Tel. (206) 521-3000 Date: 3/8/2024 Prepared By: Kaleb Madsen Hours TASK DESCRIPTION Sr.Prof. Senior Eng.I Staff Eng. Admin Totals 1. On-Site Channel Construction Guidance 2.0 $2,927 (10 hours for Gibbs and 10 hours for West Valley Road) 2. Office Review 3 6 $1,562 3. Administration 1 1 $321 Total Hours 0 4 26 1 Direct Labor Rate($/hr) 84.13 79.33 50.96 32.50 Overhead(157.22%) 132.28 124.72 80.12 51.10 Fee(30%) 25 24 23.80 15.29 9.75 Labor Rate($/hr)(OH 157.22%and 30%fee) 5241.65 $227.84 $146.37 $93.35 TOTAL LABOR COST I Total Labor 1 $4,810 Direct Expense Detail Units Rate Cost Travel(Mileage) 200 50 655 $131.00 Total $131.00 Cost Summary Total Labor S4,810 Total Direct Expenses $131 Total ( $4,941 Exhibit E Sub-consultant Cost Computations Actuals Not To Exceed Table (ANTE) 2024/2025 ANTE Table Watershed Science and Engineering 506 2nd Ave,Suite 2700 Seattle,WA 98104 - Direct Overhead Fixed Fee Current Alf NTE' NTE Inclusive NTE 2025 NTE 2026 Employee Name Classification Labor Rate Hourly Billng NTE* 157.22% 30.00% Rate Syo S% Jeff Johnson -,rincipal 584.13 5132.28 $25.24 $241.65 $253.73 $266.42 Larry Karpack 'rincipal $84.13 $132.28 $25.24 5241.65 5253.73 5266.42 Bob Elliot Senior Engineer I $75.72 3 $119.05 $22.72 5217.49 $228.36 $239.78 Chris Frei Senior Engineer I $79.33 $124.72 $23.80 $227.84 $239.23 $251.20 Dan Scott Senior Geomorphologist $64.42 $101.29 $19.33 $185.04 $194.29 $204.00 Colin Butler Staff Engineer $53.37 '' $83.90 $16.01 $153.28 $160.94 $168.99 Tim Tschetter Staff Engireer $50.48 $79.37 $15.14 $144.99 $152.24 $159.85 Kaleb Madsen Staff Engineer $50.96 $80.12 $15.29 $146.37 $153.69 $161.37 Marissa Karpack Staff Engineer $55.29 $86.92 $16.59 5158.80 $166.74 $175.08 Chris Meder Staff Engineer $48.08 575.59 • $14.42 $138.09 $144.99 $152.24 Danica Lafever :unior Engineer $40.00 $52.89 $12.00 5114.89 $120.63 $126.66 Serra Smith .unlorEngineer 539.42 561.98 $11.83 $113.23 $118.89 $124.84 Ingrid Phillips - .unior Engineer 537 50 SS8.96 $11.25 $107.71 $113.09 5118.75 Karen Karpack Contract Administrator $32 50 S51.10 $9.75 $93.35 $98.01 5102.91 Denise Elliot Contract Administrator $32.50 $51.10 59 75 $93.35 $98.01 $102 91 Exhibit E Sub-consultant Cost Computations Washington State Development Division WI Department of Transportation contact 7406Servi es Office P P Po Box 47.toe Olympia.WA 98504-7408 7345 Linde'son Way SW Tumwate-.WA 98501-6504 TTY: 1-800-633-6368 www.wsdot.wa.gov July 6, 2023 Watershed Science & Engineering, Inc. 506 2"`I Avenue, Suite 2700—Smith Tower Seattle, WA 98104 Subject: Acceptance FYE 2022 ICR—Risk Assessment Review Dear Larry Karpack: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2022 ICR of 157.22%. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs. based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultant ratesnwsdut.wa.gov. Regards: Schatzle fta -ve Schat7ie Harvey iJ. :3:MPDT) SCHATZIE HARVEY, CPA Contract Services Manager SH:BJO Exhibit F - Title VI Assurances Appendix A & E APPENDIX A During the performance of this contract,the contractor, for itself; its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor(hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, (Federal Highway Administration),as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. finclude Washington State Department of Transportation specific program requirements.) 3. Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding,or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials,or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. /Include Washington State Department of Transportation specific program requirements.) 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations,and directives issued pursuant thereto and will permit access to its books,records,accounts,other sources of information,and its facilities as may be determined by the Recipient or the (Federal Highway Administration)to be pertinent to ascertain compliance with such Acts, Regulations,and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the (Federal Highway Administration),as appropriate,and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the(Federal Highway Administration)may determine to be appropriate, including,but not limited to: a. withholding payments to the contractor under the contract until the contractor complies;and/or b. cancelling, terminating,or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the(Federal Highway Administration) may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in,or is threatened with litigation by a subcontractor, or supplier because of such direction,the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition,the contractor may request the United States to enter into the litigation to protect the interests of the United States. Local Agency A&!i Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX E During the performance of this contract,the contractor, for itself, its assignees,and successors in interest (hereinafter referred to as the "contractor")agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973,(23 U.S.C. § 324 et seq.),(prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; • The Age Discrimination Act of 1975,as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race,creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities. public and private transportation systems, places of public accommodation, and certain testing entities(42 U.S.C. §§ 12131-12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)(prohibits discrimination on the basis of race,color, national origin,and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg.at 74087 to 74100); • 'Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). Local Agency A&E Professional Services Agreement Number Ne gotiated egotiated Hourly Rate Consultant Agreement Revised 07/30/201/ Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-l(b) Certification of Jefferson County 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 Exhibit G-4 Certificate of Current Cost or Pricing Data Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1 (a) Certification of Consultant 1 hereby certify that I am the and duly authorized representative of the firm of Sargent Engineers, Inc. whose address is 320 Ronlee Lane NW, Olympia, WA 98502 and that neither the above firm nor I have a) Employed or retained for a commission. percentage. brokerage. contingent tee. or other consideration. any firm or person (other than a bona fide employee working solely for me or the above CONS(U. l AN F) to solicit or secure this AGREEMENT: b) Agreed, as an express or implied condition for obtaining this contract. to employ or retain the services of any firm or person in connection with carrying out thisAGREEMENT: or c) Paid. or agreed to pay. to any firm. organization or person (other than a bona tide employee working solely for me or the above CONSULTANT)any fee, contribution. donation, or consideration of and kind for, or in connection with, procuring or carrying out this AGREEMENT: except as hereby expressly stated (ifany): I acknowledge that this certificate is to he furnished to the Jefferson County and the Federal Highway Administration. U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Sargent Engineers, Inc. Consultant(Firm Name) Eliti -- ithd—_—_ 2-I ttl 14- Sig re(Authorized Official of Consultant) Date Local Agency A&E Professional.Services .4greemenl.\'umber .Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(b) Certification of Jefferson County I hereby certify that I am the: El Engineering Services Manager ❑ Other of the Jefferson County Public Works Department, and Sargent Engineers, Inc. or its representative has not been required,directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain,or agree to employ to retain,any firm or person;o b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind;except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, t criminal and civil. • 7Ic)i c 2-4 Signature Date Local Agency AdcE Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-2 Certification Regarding Debarment Suspension and Other Responsibility Matters - Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended. proposed for debarment. declared ineligible. or voluntarily excluded from covered transactions by any Federal department or agency: B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal. State, or local) transaction or contract under a public transaction: violation of Federal or State anti-trust statues or commission of embezzlement, theft. forgery. bribery, falsification or destruction of records. making false statements, or receiving stolen property: C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1 )(b) of this certification: an D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions(Federal, State and local)terminated for cause or default. II. Where the prospective primary' participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. Sargent Engineers, Inc. Consultant(Firm Name) 4 '1 /1\1444A i Z.+ Sign e(Authorized Official of Consultant) Cate Local Agency A&E Professional Services .4greement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies. by signing and submitting this bid or proposal. to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid. by or on behalf of the undersigned. to any person for influencing or attempting to influence an officer or employee of any Federal agency. a Member of Congress. an officer or employee of Congress. or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension. continuation. renewal. amendment. or modification of Federal contract, grant, loan or cooperativeAGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency. a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with this Federal contract, grant. loan or cooperative AGREEMENT. the undersigned shall complete and submit Standard Form - LLL. "Disclosure Form to Report Lobbying." in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to tile the require certification shall be subject to a civil penalty of not less than $10.000.00, and not more than $100.000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts. which exceed $100.000 and that all such sub-recipients shall certify and disclose accordingly. Sargent Engineers, Inc. Consultant(Firm Name) t)..1ksx.41( 1I N— Sign e(Authorized Officia,of Consultant) Date Local Agency A&E Professional Services Agreement.Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section X I I, Legal Relations and Insurance of this Agreement is amended to$ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ _ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration(FI IWA) for approval to increase the minimum insurance limit. If FIIWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase,premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step I Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project,to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include all decisions and descriptions of work, photographs, records of labor, materials, and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s)and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design crror(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant,proceed to Step 5. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 • Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to theAgency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associate with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Local Agency A&F.Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 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, Public Works Director it,� Agenda Date: July 22, 2024 Subject: Naylors Creek at West Valley Rd. Et Gibbs Lake Rd. - Culvert Replacements Project (County Project # 18020592; Federal # PROTECT-2016(029) Execution of Agreement with Sargent Engineers, Inc for construction phase engineering services Statement of Issue: Execution of Agreement with Sargent Engineers, Inc. for construction phase engineering services for the Naylors Creek at West Valley Rd. Et Gibbs Lake Rd. Culvert Replacements Project. Analysis/Strategic Goals/Pro's Et Con's: Jefferson County is constructing the above referenced project this summer and requires construction phase engineering services for the project. As Engineer of record, Sargent Engineers, Inc. was selected to perform this service. Public Works has negotiated a work scope with the consultant with maximum consultant fees of $30,991 .00. Fiscal Impact/Cost Benefit Analysis: Jefferson County has been awarded a WSDOT/FHWA grant in the amount of $1,913,000 for this project. No local match is required for the grant funds. Recommendation: Public Works recommends that the Board execute both (2) originals of the Agreement with Sargent Engineers, Inc. and return one (1) to Public Works. Department Contact: Bruce Patterson, Engineer III (385-9169) Reviewed By: 07,1 Mark McCa ey, County Adminisr Date CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) �� CONTRACT WITH: Sargent Engineers,Inc. Contract No: n-v 4.�� `�O` Contract For: Construction phase engineering services Fern: Sept. 30, 2025 COUNTY DEPARTMENT: Pubic works Contact Person: Bruce Patterson Contact Phone: 360-385-9169 Contact email: bpattersongco.Jefferson wa,us AMOUNT: $30,991.00 PROCESS: Exempt from Bid Process Revenue: 18033320-333131-20590 Cooperative Purchase ^ Expenditure: 180-Roads Competitive Sealed Bid Matching Funds Required: County Road(if required) - Small Works Roster Sources(s) of Matching Funds N/A _ Vendor List Bid Fund 4 180-Roads RFP or RFQ Munis Org/Obj I Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES OMPLIANC'll, WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: l l N/A:0 j,,n_sL.,' • --cam` 70 (-) (L-- 8 Si nature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: E N/A: n ,`fr Z/fU ��' 8 Si nature ate STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): `/ Electronically approved by Risk Management on 7/16/2024. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): ctronically approved as to form by PAO on 7/18/2024. re-approved contract form. No need for PAO signature. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(1F REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL I