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Home My WebLink About5.5302 Original Contract ,.- ~ ~. Washington State Department of Transportation S.53D-fl ~~ ~-O~ I, r Organization and Address Supplemental Agreement Zenovic & Associates, Inc. 519 S. Peabody #4 Agreement Number Port Angeles, W A 98362 2 Project Number Phone 99-19 (360) 417-0501 Project Title New Maximum Amount Payable CentennIal Trail $ 73,450.00 Description of Work Provide necessary RIght-of-Way Certification maps along wIth a Record of Survey plat map to be completed at the conclusion of the trat1 construction. The Local Agency of CIty of Port Angeles desires to supplement the agreement entered into with Zenovlc & AssocIates, Inc. and executed on 3/7/2000 and identified as Agreement No. 2 All provisions In the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: AddItJonal work needed to prepare the necessary RIght-of-Way rertJfication maps and a Record of Smvey The addItIOnal work to he performed IS as outlmeel m ExhIhIt "R" II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read. the new completlOn elate IS' Apn110, ?OO? III Section V, PAYMENT, shall be amended as follows: The rONST JT T A NT shall he patd hy the AGENry for completeel work anel servIces renelered under the ST JPPT ,EMENT AT, AGREEMENT as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur With thiS supplement and agree to the changes as stated above, please sign In the appropriate spaces below and return to thiS office for final action By. Stephen M Zenovic, P R ~COOSUltaot Sigoatu," DOT Form 140-063 EF ReVised 10/97 By Glenn Wiggins, Mayor ~~ .--- ApproVing Authority Signature ,. The funding increases are as follows: Right-of-Way Certification Maps Record of Survey TOTAL EXHIBIT" A" PAYMENT $21,000.00 $ 6,000.00 $27,000.00 N'\PROJECTS\99-19 CentennIal TraI1\CONSULT\Amend No.2 EXHIBIT A.doc f .'" EXHIBIT "B" SCOPE OF WORK Additional work in providing surveying and drafting for Right-of-Way Certification maps. The work will include redrafts and resubmittals to WSDOT for final approval of the certification. A Record of Survey plat will be completed at the conclusion of the trail construction. N.\PROJECTS\99-19 Centennial Trail\CONSULT\Amend No.2 EXHIBIT B.doc , I " 5.53{)-1 i " ....... Ym Washington State Department of Transportation Organization and Address Supplemental Agreement Zenovic & Associates, Inc. 519 S. Peabody #4 Agreement Number Port Angeles, W A 98362 1 Project Number Phone Project No. 99-19 (360) 417-0501 Project Title New Maximum Amount Payable Centennial Trail $ 46,450.00 Descnption of Work Provide additional permit coordination work ofthe Biological Assessment and additional technical support in the preparation of the BA report. The Local Agency of City of Port Angeles desires to supplement the agreement entered Into with Zenovic & Associates, Inc. and executed on 3/7/2000 and Identified as Agreement No. All provisions In the basic agreement remain In effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, IS hereby changed to read: AdditionaLwork needed to complete the Riological A~dditional work to he per:formedjs_as--Dutline(L in Exhihit "R" II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: ~mpletion date is' TllI1e3Q,2001 III Section V, PAYMENT, shall be amended as follows: Ihe-.CONSl IT T A NT sha 11 he paid hy the AGENCY for completed work ancLsenrices renderednnder the SUPPLEMENTAL AGREEMENT as set forth in the attached Exhibit A, and by this reference made a part of thiS supplement If you concur with this supplement and agree to the changes as stated above, please sign in the appropnate spaces below and return to thiS office for final action / By. Stephen.M Zenovic, P E By: onsultant Signature DOT Form 140-063 EF ReVised 10/97 ---- , , ~ , \0 . EXHIBIT" A" PAYMENT The funding increases are as follows: Subconsultant [Biological Assessment] $ 7,000.00 Zenovic & Associates, Inc. [Additional services for BA] $ 1,000.00 Zenovic & Associates, Inc. [Inspection services] $ 500.00 TOTAL $ 8,500.00 N:\PROJECTS\99-19\CONSUL T\EXHIBIT A.doc \ ''/ . \ EXHIBIT "B" SCOPE OF WORK Additional work in completing the Biological Assessment for the Centennial Trail project. Work includes redrafts and resubmittals to WSDOT for final approval of the Biological Assessment report. Additional engineering and surveying services in connection with the Biological Assessment report. Inspection services for the clearing, preliminary grading and drainage improvements on the Centennial Trail project. N:\PROJECTS\99-19\CONSUL T\EXHIBIT B.doc ; . . . . 5.55D Consu Ita nt/ AddressfT elephone Local Agency Standard Consultant Zenovic & Associates, Inc 519 S Peabod y #4 Agreement Port Angeles, WA 98362 (360) 417-0501 Agreement Number Federal Aid Number Project Title And Work Description Centennial Trail Project 99-19 Agreement Type (Choose one) Rayonier site east to Lee's Creek ~ump Sum Lump Sum Amount $ 34,500 o Cost Plus Fixed Fee Overhead Progress Payment Rate % DBE Participation Overhead Cost Method DYes [M'Jo % o Actual Cost WBE Participation o Actual Cost Not To Exceed % D Yes rn~o % FederallD Number or Social Security Number o Fixed Rate % 91-1929789 Fixed Fee $ Do you require a 1099 for IRS? Completion Date !Xl Yes ONo 12-31-2000 o Specific Rates Of Pay o Negotiated Hourly Rate Total Amount Authorized $ 34,500 o Provisional Hourly Rate Management Reserve Fund $ 3,450 o Cost Per Unit of Work Maximum Amount Payable $ 37,950 THIS AGREEMENT, made and entered into this r-rL day of March , 2000 between the Local Agency of Port Anqeles ' Washington, hereinafter called the "AGENCY" ,and the above organization hereinafter called the "CONSULTANT'. WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: DOT Fonn 140-089 EF Revised 12/99 Page , of 8 I GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. " SCOPE OF WORK The Scope of Work and project level of effort for this project is detailed in Exhibit "B" attached hereto, and by this reference made a part of this AGREEMENT. '" 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 or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY or such Federal, Community, State, City or County officials, groups or individuals as may ~e requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum number of hours or days notice - required shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "B" attached hereto and made part of this AGREEMENT. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. Goals for Disadvan- taged Business Enterprises (DBE) and Women Owned Business Enterprises (WBE) if required shall be shown in the heading of this AGREEMENT. All reports, PS&E materials, and other data, furnished to the CONSULTANT by the AGENCY shall be returned All designs, drawings, specifications, documents, and other work products prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT and are property of the AGENCY. Reuse by the AGENCY or by others acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. . IV TIME FOR BEGINNING AND COMPLETION The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSUL T- ANT, but may be extendeq by the AGENCY, In the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. . V PAYMENT The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "CO attached hereto, and by this reference made part of this AGREEMENT. Such payment shall be full compen- sation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work". The CONSULTANT shall conform with all applicable portions of 48 CFR 31. . Paae2 at8 WI SUBCONTRACTING . The AGENCY permits subcontracts for those items of work as shown in Exhibit G to this Agreement. Compensation for this subconsultant work shall be based on the cost factors shown on Exhibit G, at- tached hereto and by this reference made a part of this AGREEMENT. The work of the subconsultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non- salary costs and fixed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section V. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. . The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any other relationship. VII EMPLOYMENT The CONSULTANT warrants that he/she has 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 consider- ation, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability, or in its discre- tion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. . Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered CIIII.IIUYCC::' VI UI'C' \..IVI'h~UL.1 /"\1'\1 I VIIIY ClIIY IIVl VI un: AGENCY, and any and all claims that mayor might arise under any Workmen's compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT The CONSULTANT shall not engage, on a full or part time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Depart- ment of Transportation, the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII NONDISCRIMINATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employ- ment or for services because of race, creed, color, national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employ- ment upgrading, demotion or transfer, recruitment or any recruitment advertising, a layoff or terminations, rates of payor other forms of compensation, selection for training, ~en~ition of services. The CONSUL T- ANT understands and agrees that if It violates this provision, this AGREEMENT may be terminated by the AGENCY and further that the CONSULTANT shall be barred from performing any services for the AGENCY now or in the future unless a showing is made satisfactory to the AGENCY that discrimina- tory practices have terminated and that recurrence of such action is unlikely. During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows: A. COMPLIANCE WITH REGULATIONS: The CONSULTANT shall comply with the Regula- tions relative to nondiscrimination in the same manner as in Federal-assisted programs of the P",np.:'l t'5R Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorpo- rated by reference and made a part of this AGREEMENT. The consultant shall comply with the American Disabilities Act of 1992, as amended. B. NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a bona fide occupational qualification in the selec- tion and retention of subconsultants, including procurements of materials and leases of equip- ment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in AppendIX II of the Regulations. C. SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERI- ALS AND EQUIPMENT: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sex, age, marital status, national origin and handicap. D. INFORMATION AND REPORTS: The CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the CONSULTANT is in the exclu- sive possession of another who fails or refuses to furnish this information the CONSULTANT shall so certify to the AGENCY, or the United States Department of Transportation as appropriate, and shall set forth what efforts It has made to obtain the information. . E. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the CONSUL T- ANT under the AGREEMENT until the CONSULTANT complies, and/or 2. Cancellation, termination or suspension of the AGREEMENT, in whole or in part. F. INCORPORATION OF PROVISIONS: The CONSULTANT shall include the provisions of paragraphs (A) through (G) in every subcontract, Including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The CON- SULTANT shall take such action with respect to any subconsultant or procurement as the AGENCY or the Federal Highway Administra- tion may direct as a means of enforcing such provisions including sanctions for noncompli- ance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened With, litigation with a subconsultant or supplier as a result of such direction, the CON- ULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY, and in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. . G. UNFAIR EMPLOYMENT PRACTICES: The CONSULTANT shall comply with RCW 49.60.180. . Paae4of8 IX TERMINATION OF AGREEMENT . The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMENT used. No payment shall be made for any work completed after ten days following receipt by the CONSUL T- ANT 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 computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. . If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CON- SUL T ANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSUL T- ANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termina- tion, whether that work is in a form or a type which is usable to the AGENCY at the time of termination; the cost to the AGENCY of employing another firm to complete the work required and the time which maybe required to do so, and other factors which affect the value to the AGENCY of the work per- formed at the time of termination. Under no circumstances shall payment made under this subsec- tion exceed the amount which would have been made using the formula set forth in the previous paragraph. . If it IS determmed for any reason that the CONSUL T- ANT was not in default or that the CONSULTANT's failure to perform is without it or it's employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY in accordance with the provision of this AGREEMENT. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervi- sory personnel assigned to the project, or, dissolution of the partnership, termination of the corporation, or disaffiliation of the pnncipally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. The subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY's concur- rence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CON- SUL T ANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSUL T- ANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitle- ment to exercise those rights with respect to any future act or omission by the CONSULTANT. X CHANGES OF WORK The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. Pace 5of8 XI DISPUTES Any dispute concerning questions of fact in connec- tion with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT, prOVided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. XII VENUE, APPLICABLE LAW AND PERSONAL JURISDICTION In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washing- ton, situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accor- dance 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 in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accord with the laws of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE, and their officers and employees harmless from and shall process and defend at Its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT's negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herem shall require a CONSULTANT to indemnify the AGENCY and the STATE agamst and hold harmless the AGENCY and the STATE from claims, demands or suits based solely upon the conduct of the AGENCY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT's agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of defending such claims and suits, etc. shall be valid and enforce- able only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents or employees. . The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees against the AGENCY a'nd, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The CONSULTANT recognizes that this waiver was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shilll be responsible for administration of construction contracts, if any, on the project. Subject to the processing of an acceptable, supplemental agreement, the CONSULTANT shall provide on-call assistance to the AGENCY during contract adminis- . tration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. . The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as other- wise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. . Paae6of8 . . . Insurance Coverage A. Worker's compensation and employer's liability Insurance as required by the STATE. B. General commercial liability insurance in an amount not less than a single limit of one million and 00/100 Dollars ($1,000,000.00) for bodily injury, including death and property damage per occurrence. Excepting the Worker's Compensation insurance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all certificates of insurance as an additional insured. 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 Washlngt~n. The CONSULTANT shall submit a verification of insurance as outlined above within 14 days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY shall be limited to the amount payable unoer this AGREEMENT or one million dollars, whichever is the greater unless modified by Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclu- sive; and the AGENCY and the STATE may take such other action as is available to them under other provisions of this AGRE,EMENT, or otherwise in law. ,- ", ,.' XIV EXTRA WORK A. The AGENCY may at any time, by wntten order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREE- MENT accordingly. C.The CONSULTANT must submit its "request for equitable adjustment" (hereafter referred to as claim) under this clause within 30 days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a claim submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However nothing in this clause shall excuse the CON- SULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and condition of paragraphs (a) and (b) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. xv ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data furnished by him. Pace? of8 XVI FEDERALANDSTATER~BN The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibit "A-1", are the Certifications of the Consultant and the Agency, Exhibit" A-2" Certification regarding debarment, suspension and other responsibility matters - primary covered transactions, Exhibit "A-3" Certification regarding the restrictions of the use of Federal funds for lobbymg, and Exhibit "A-4" Certificate of Current Cost or Pricing Data. Exhibits "A-3" and "A-4" are only required in Agreements over $100,000. XVIII COMPLETE AGREEMENT This document and referenced attachments contains 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, represen- tation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneously executed In several counterparts, each of which shall be deemed to be an original having Identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by the CONSUL T- ANT, and does hereby accept the AGREEMENT and agrees to all of the terms ~nd conditions thereof. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. BYM;o Consultant Zenovic & Associates, Inc By Agency .- - : r Pace 8 of8 ,'" -' . . . . . . Exhibit A-1 Certification Of Consultant Project No. Local Agency I hereby certify that I am ~N.,lA VY\. ~tJVI L} +:>~ I ~+ and duly authorized representative of the firm of Zenov ic & Associates, Inc whose address is 519 S Peabod y, Suite 4, Port Anqeles, W A 9836zand that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this contract. (b) Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of any firm or person in connection with carrying out the contract. (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution donation or consideration of any kind for, or in connection with procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the board of Professional Registration. I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws, both criminal and civil. March (., i ?OOO Dae JrF-.MWffi Certification of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Port Angeles Washington and that the above consulting firm or their representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain, or agree to employ or retain, any firm or person, or (b) Payor agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly stated (if any). \ I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid h:::: fimds ~:t~bjoct ro applicoole Smre md Fed=l ~:;;~ . . . Exhibit A-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-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 2. 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. Consultant (Firm): Zenovic & Associates, Inc. Marc h (, 2000 (Dale) . . . Exhibit B-1 Scope of Work Project No. See attached Documents To Be Furnished By The Consultant Biological Assessment Conceptual Plans and Project Executive Summary Construction Plans, Project Specifications, Bid Request, Contract for Construction Construction Cost Estimate Environmentally Sensitive Areas Permit Application - City of Port Angeles Clearing and GrAding Pp.rmit Arr1ir.Ation - C:ity of Port Angp.lp.s Fnvironmp.ntrll r.hprklic:t - Cit)f of Port An~plpc: Hydraulics Project Approval Application EXHIBIT B-1 SCOPE OF SERVICES DATE 1/27/00 Zenovic and Associates, Inc. will provide design and permitting services as follows: Conceptual Design Services will include: . Compile available background data including City of Port Angeles aerials, Clallam County SEP A and Shorelines permitting, existing scientific literature and data. . Solicit comments regarding Critical Species (Bull Trout, Peregrine Falcon, Bald Eagle) from jurisdictional agencies. . Coordinate and review preparation of Biological Assessment by subconsultant. . Coordinate and review geological/shorelines repair assessment by subconsultant. . Preparation of base map showing existing physical aspects and locations of critical design items. . Preparation of conceptual plans for trail construction, including generalized design concepts and details. . Meeting with city staff to review conceptual design and related issues. Design Development Services will include: . Preparation of preliminary construction plans incorporating conceptual design elements and input from the city, sub consultants and affected agencies. . Preparation of preliminary construction cost estimate. Permitting Services will include: . Securing permits to allow for trail construction including City of Port Angeles Environmentally Sensitive Areas Permit, Clearing and Grading Permit, Hydraulics Project Approval, and all other permits necessary for construction to proceed. EXHIBIT I SCOPE OF SERVICES DATE 1/27/00 · Providing mitigation plans, if required, to meet approval conditions of permitting agencIes. Bid Document services will include: . Preparation of final plans, specifications, and contractual documents for construction. . Preparation of bid solicitation request. . . . Exhibit C-1 Payment (Lump Sum) A. Lump Sum Agreement Payment for all consulting services for this project shall be on the basis of a lump sum amount as shown in the heading of the AGREEMENT. 1. Management Reserve Fund The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULT ANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$50,000 or 10% of the Lump Sum Amount as shown in the heading of this Agreement. The amount included for the Management Reserve Fund is shown in the heading of the AGREEMENT. This fund may be replenished in a subsequent supplemental agreement. Any changes requiring additional costs in excess ofthe "Management Reserve Fund" shall be made in accordance with Section XIV, "Extra Work." 2. Maximum Total Amount Payable The Maximum Total Amount Payable, by the AGENCY to the CONSULTANT under this AGREEMENT, shall not exceed the amount shown in the heading of this AGREEMENT. The maximum total amount payable is comprised of the Lump Sum Amount and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for extra work as stipulated in Section XIV, "Extra Work." B. Monthly Progress Payments Partial payments may be made upon request of the CONSULTANT to cover the percentage of work completed, and are not to be more frequent than one (1) per month. To provide a means of verifying the invoiced salary costs for the Consultant's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rate, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said final payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. It is agreed that payment of any billing will not constitute agreement as to the appropriateness of any item and that 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 agrees to refund such overpayment to the AGENCY within ninety (90) days of notice of any such payment. 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. D. Inspection of Cost Records The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives of the . AGENCY, the STATE, and the United States for a period of three years after final payment the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three-year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is complete. Conceptual Design Design Development Permi t Coordination Bid Documents $ 8,500 $14,500 $ 6,500 $ 5,000 . . . . . Exhibit F Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. . . . Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Biological Assessment - Cost Company /Envirovision Corporation Shoreline/Geological Evaluation - Coastal Geologic Services , .\ . . . Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Biological Assessment - _ Coet Company /Envirovision Corporation Shoreline/Geological Evaluation - Coastal Geologic Services Both: $3308.50 \