HomeMy WebLinkAboutAgreements/Contracts - Public WorksGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: Public Works
REQUEST SUBMITTED BY: Shilo Nellis
CONTACT PERSON ATTENDING MEETING: Sam Castro
CONFIDENTIAL INFORMATION: E]YESF71NO
DATE: 10/03/2023
PHONE: x3501
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DATE OF ACTION:
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K23-236
Scope of Work
Exhibit B
Local Agency Real Estate Professional Services
Exhibit C
Negotiated Hourly Rate Consultant Agreement
Agreement Number: CRP 18-05 Does this Require DES filing? ❑Yes ❑Ido
Firm/Organization Legal Name (do not use dba's):
Universal Field Services
Sub -consultant Cost Computations
Address
Federal Aid Number
111 Main Street, Suite 105 Edmonds, WA 98020 STPUS-9913(004)
UBI Number
Federal TIN or SSN Number
600019
730676799
Execution Date
Completion Date - -----
Consultant Claim Procedures
May 1, 2024
1099 Form Required
Federal Participation
❑Yes Q No
Yes ❑ No
Project rifle
Maple-Grape Drive
Description of Work
Right of Way Acquisition Services to acquire up to 17 parcels fr the Grant County Maple and Grape Drive
Reconstruction Project
[]Yes %
Q No DBE Participation Maximum Amount Payable: $123,975.00
0 Yes %
Q Na MBE Participation
El yes %
[E No WEE Participation
El Yes %
g] No SBE Participation
Exhibit A
Scope of Work
Exhibit B
DBE Participation
Exhibit C
Preparation and Del"wery of Electronic Engineering and Other Data
E x hibit D
Prime Consultant Cost Computations
Exhibit E
Sub -consultant Cost Computations
E x NJ b '14 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
Agreement Number: CRP 18-05
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page I of 11
Revised 41412016
THIS AGREEMENT is made and entered into as shown in the 6*Execut'lon Date,"% on page one (1) in the heading
of this AGREEMENT, between the GRANT COUNTY% STATE OF WASHINGTON
hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this
AGREEMENT, hereinafter called the "CONSULTANT."
WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work".
section of this AGREEMENT and hereafter called the "SERVICES'"; and does not have sufficient staff to meet
the required commitment and therefore deems it advisable and desirable to engage the assistance of a
CONSULTANT to provide the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to
professional registration, if applicable, and has signified a willingness to furnish consulting Services to the
AGENCY.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and
4.
incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows:
L Desci-iption of Woi-k
10
The Scope of Work and prOjected level of effort required for these SERVICES is described in Exhibit "A1.
attached hereto and by this reference made a part of this AGREEMENT.
If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are
necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will
submit such corrections to the AGENCY within ten (10) days of receipt of the AGENCY'S request.
H. Gener-al Requh-ements
at all times, comply with all applicable federal, state and local laws, codes,
CONSULTANT shall, a
ordinances, mile's, regulations, decrees, directives, guidelines, etc., (together "'Laws") which may impact or
apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are
modified or are enacted during the term of this AGREEMENT.
X. Petll*od ofPeifoi-inance
This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in
"Execution Date" in the headiniz of this AGREEMENT on page one (1) and shall be completed on the date
shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a
written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided
herein.
Upon completion or termination of this AGREEMENT, the CONSULTANT shall tum over all documents,
records and file materials to the AGENCY.
I V. PaPnew Pi-ovlsions
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).
Agreement Number: CRP 18-05
Local Agency Real Estate Professional Services Negotlated Hourly Rate Consultant Agreement Page 2 of 11
Revised 41412016
A. Hourly Rates-, 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. The accepted negotiated rates shall be memorialized in a final written acknowledgement
between the parties. Such final written acknowledgement 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 acknowledgement, to 180 days following the CONSULTANT's fiscal year
end (F'E) date.
The accepted negotiated hourly rates, as shown on Exhibits "D", and "E" shall be subject to renegotiations
for each subsequent twelve (12) month period (1 80 days following F date to 180 days following F
date) upon written request of the CONSULTANT or the AGENCY. The wfitten request must be made to
the other party within ninety (90) days following the CONSULTANT's F date. If no such written
request is made, the initial twelve (12) month negotiated hourly rates, as shown on Exhibits "D"' and "E"',
will remain in effect for the next twelve (1 2) month period.
Conversely, if a timely request is made in the manner sct forth above, the parties will commence
negotiations to determine the new hourly rates that will be applicable for the next twelve (12) month period.
Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the
parties. Such final wfitten acknowledgement 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 new hourly rates, the AGENCY may
perform an audit of the CONSULTANT's books and records to determine the CONSULTANT"s actual
costs. The audit findings may be used to establish the new hourly rates that will be applicable for the next
twelve (12) month period.
The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life
of the AGREEMENT.
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 fixed fee (profit) percentage. If the
classification ranges (Actuals not to Exceed Table) are utilized, the CONSULTANT shall bill each
employee's actual classification, and actual salary plus indirect cost rate plus fixed fee within the
appropriate classification ranges.
B. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the actual cost to the
CONSULTANT. These charges may include, but are not limited tol the following items: travel, pnnting,
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 AGENCY, Washington State Department of Transportation
(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 (CFS.) 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 AGENCY upon request. All above charges must be necessary for the SERVICES
provided under this AGREEMENT.
Aweement Number, CRP 18-05
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 11
Revised 41412016
C. 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 (I.) The Maximum Amount Payable does not include payment for extra work as stipulated in section
X1111) '*'Extra Work," No minimuni amount payable is guaranteed under this AGREEMENT.
D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized
in A and B above. The monthly billings shall be supported by detailed statements 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,
E. 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 tinder this AGREEMENT. Acceptance of such Final
Payment by the CONSULTANT shall constitute a release of all claims for payment, which the
CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and
transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,
however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any
remedies the AGENCY may pursue with respect to such claims,
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the
time -of final audit all required adjustments will be made and reflected in a final payment. in the event that
such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such
overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund
shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by
the AGENCY of overpayment. Per the WSDOT's %%Audh Guide for Consultants," Chapter 23 "Resolution
41
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.
F. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for
inspection by representatives of the AGENCY, the State, 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, WS T's Internal Audit Office and / or at the request of the AGENC Yes Project
Manager.
V. Compensation
The CONSULTANT shall be paid S123,975.00 for all SERVICES and expenses under this AGREEMENT,
p Tided that the total reimbursement under this AGREEMENT shall not exceed $123,975.00 Such payment
pro
shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise
Aareement Number,: CRP 18-05
Local Agency Real Estate Professional Services Negodated Hourly Rate Consultant Agreement Page 4 of 11
Revised 41412016
specified in Section VII "Special Provisions." TheCONSULTANT'S invoice shall include: the project title
description f th q
� services rendered, and the dues worked.
VI. Records and Accounts
The CONSULTANT and any authorized sub -consultant, or any other person or firm, shall keep detailed records
relating to the charges made and expenses incurred for work required by this AGREEMENT.
The tSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection b
representatives �
of the AGENCY, , the State, and the United States, at the office of the CONSULTANT. The
CONSULTANT shall include in any sub -consultant agreement/contract or any agreement/contract with an
person or firm a provision requiring such sub -consultant, person, or firm to make its financial records available
for inspection by the AGENCY in accordance with this provis41
ion.
The accounting record referred to in the preceding paragraph shall be available for inspection during normal
business hours rs a nd shall be retained by the CONSULTANT or sub -consultant, or any other person or firm, for a
period of three ) years following final payment from the AGENCY to the CONSULTANT with the following
exception: if any litigation, claim, or audit is started before the expiration of the three(3) year retentioneriod
the records shall be retained until all litigation, claim, or audit findings involving the records have been
resolved.
The CONSULTANT farther agrees that any duly authorized representative of the AGENCY, the State or of the
United Mates, in the official conduct of its business shall have access to and the right to examine any directly
pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involvin the
SERVICES provided under the terns of this AGREEMENT T at any time dun*ng normal business hours Aurin
the life of this AGREEMENT and for three (3) years ager the date of the final payment under this
AGREEMENT.
An audit may be performed on this AGREEMENT. The audit, if any, will be perforined by the State Auditor,
'SI T's Internal Audit Office and. / or at the request of the A E ' 's Project Manager.
1. Pefoi-inance Sei-vices
In the perforrnanee of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all
applicable AGENCY regulations, Mate and Federal laws, regulations and procedures.
1. Non -delegation
The SERVICES to be furnished under the terms of this AGREEMENT shall be performed b the
CONSULTANT and the y
CONSULTANT'S bona fide employees, and shall not be delegated to any other
person or firm.
. Subcontracting
The CONSULTANT shall not hire sub -consultants or any other person or firm to provide SERVICES under
this AGREEMENT except pursuant to a revision of this AGREEMENT T as authorized in .Section XVIII
"Modification of Agreement.', All applicable portions of this AGREEMENT T shall be contained in the
subcontract between the CONSULTANT and its sub-consultant(s).
The CONSULTANT shall remove any employee from assignment to perforin SERVICES under this
AGREEMENT immediately upon receipt of ` written request to do so from the AGENCY.
Agreement Number: CRP 18-05
Local Agency Beat Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 11
Rovised 41412016
The CONSULTANT warrants that, if it is full or partially employed by any public agency other than the
AGENCY, its acceptance of this AGREEMENT is 'with the consent of such agency; that the CT
ONSULTAN
shall spend no time in the performance require in this AGREEMENT during which firne the CONSULTANT
should normally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not
interfere with any obligations the CONSULTANT may have to such agency. I
VIII. 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 AGREEMENT, 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 pfice or consideration or otherwise recover the full amotmt of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or SERVICES required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Worknien's
Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
e
by a thin 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.
The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting
its 9q
its employees and the rules and regulations issued there under; and shall save the AGENCY free, cleat and
harmless from all actions, clairns, demands and expenses arising out of said Act and any rules and regulations
that are or may be promulgated in connection therewith.
The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, 'income or any
other form of taxes, fees, licenses, excises, or payments required by any Federal or State legislation which are
now or which may be enacted during the tern of this AGREEMENT as to all the CONSULTANT'S employees,
and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this
AGREEMENT.
The CONSULTANT shall comply with the WSDOT"S Organizational Conflict of Interest Policy, WSDOT
Manual 3043, and revisions thereto htt=!,,�iwww.wsdot.wo.,.it..o-vl-".P-ub ns/Manuals/M304 and its
ati
requirements for employees, the CONSULTANT firm and any entities created to do business with the
AGENCY.
Agreement Number:
CR -P 18-05
Local Agency Real Estate Professional Services Negotfated Hourly Rate Consultant Agreement Page 6 of 11
Revised 41412016
IV
1A. Nondiser-inihiation
During the performance of this AGREEMENT,, the CONSULTANT, for itself, its assignees and successors in
interest, agrees as follows:
1. Compliance with Laws and Regulations
The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted
programs of the 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
incorporated by reference and made a part of this AGREEMENT. The CONSULTANT shall comply with
the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto.
2. Nondiscrimination
The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not
discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of
any sensory, mental, or physical handicap unless based upon a bona fide occupational qualification, in the
selection and retention of subcontractors, including procurements of materials and leases of equipment. The
CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by
Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the
W
AGREEMENT covers a program set forth in Appendix B of the REGULATIONS.
3. Solicitation for Sub -consultants, Including Procurement of Materials and Equipment
In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be
perfon-ned under a subcontract, including procurement of materials or leases of equipment, each Potential
sub -consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations
under this AGREEMENT and the REGULATIONS relative to nondiscrimination on the above grounds.
4, Information and Reports
The CONSULTANT shall provide all infon-nation and reports required by the REGULATIONS; or
directives issued pursuant thereto, and shall permit access to its books, records, accounts or other sources of
information, and its facilities as may be determined by the AGENCY or the Federal Highway
Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws.
Where any information required of a CONSULTANT is in the exclusive possession of another who fails or
refused to finish, this information, the CONSULTANT shall so certify to the AGENCY, WS T, or the
Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the
infortnation,
5. Sanctions for Noncompliance
91
In the event of the CONSULTANT"s noncompliance with the discrimination provisions of this
AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be
appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this
AGREEMENT until the CONSULTANT complies, and/or (2) cancellation, termination, or suspension of
this AGREEMENT in whole or in part.
6. Incorporation of Provisions
The CONSULTANT shall include the provisions of paragraphs I through 6 in every subcontract, including
procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives
issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or
procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of
Agreement Number: CRP 18-05
Local Agency Real Estate Professional Servkes Negotiated Hourly Rate Consultant Agreement Page 7 of 11
Revised 41412016
enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a
CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a
result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to
protect the 'Interests of the AGENCY and / or WSDOT; and, in addition, the CONSULTANT may request
the United States to enter into such litigation to protect the 'interests of the United States,
X Tei-inination
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 thepart of the
CONSULTANT, 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 SERVICES. In addition, the CONSULTANT shall bep aid
for any authorized extra work completed.
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 CONSULTANTprior to
Notice of Termination exceeds the total amount that would be due when computed as set forth 'inparagraph two
(2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the
AGENCY for any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on thep art 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 perfon-ning
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 detennined 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 terminat'lon 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.
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
Agreement Number.- CRP 18-05
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 11
Revised 41412016
chooses to renegotiate any ten-n(s) of this AGREEMENT. If termination for convenience occurs, final payment
will be made to the CONSULTANT as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any
remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those
rights with respect to any future act or omission by the CONSULTANT.
Vr
A]. 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 subjected to
judicial review. If the parties to this AGREEMENT mutually agree, diSPLItes 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,
X11. Legal Relations
The CONSULTANT, any sub -consultant, and the AGENCY shall comply with all Federal, State, and local
laws, rules, codes, and regulations applicable to the work to be performed under this AGREEMENT, This
AGREEMENT shall be 'Interpreted and construed in accordance with the laws of the State of Washington.
The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY
and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or
in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the
CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of
any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein
shall require a CONSULTANT to defend or indernnify the STATE and the AGENCY against and hold
harmless the STATE and AGENCY from claims, demands or suits based solely upon the negligence of, or
breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers,
employees, sub -consultants, subcontractors or vendors, of any Fier, or any other persons for whom the STATE
and / or the AGENCY may be legally liable; and provided further that if the claims or Suits are caused by or
result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT'S agents, employees,
sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is
legally liable, and (b) the STATE and I or AGENCY, their agents, officers, employees, SUb-consultants,
subcontractors and or vendors, of any tier, or any other persons for whom the STATE and /car AGENCY may
be legally liable, the 'Indemnity obligation shall be valid and enforceable only to the extent of the
CONSULTANT"S negligence or the negligence of the CONSULTANT'S agents, employees, sub -consultants,
subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable.
This provision shall be 'Included "in any AGREEMENT between CONSULTANT and any sub -consultants,
subcontractor and vendor, of any tier.
Agreement Number.* CRP 18-05
Local Agency Real Estate Professional Servkes Negotfated Hourly Rate Consultant Agreement Page 9 of 11
Revised 41412016
The CONSULTANT shall also defend, indeninify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,
patents,, proprietary 'Information, know-how, copyright rights or inventions by the CONSULTANT or the
CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other
persons for whom the CONSULTANT may be legally liable, in perfonnance of SERVICES under this
AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs,
infon-nation or other items furnished or communicated to STATE and / or AGENCY, their agents, officers and
employees pursuant to the AGREEMENT; provided that this indeninity shall not apply to any alleged patent or
copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, Proprietary
infonnation, know-how, copyright rights or inventions resulting from STATE's and / or A+ EN their
agents', officers" and employees' failure to comply with specific written instructions regarding use provided to
STATE and / or AGENCY, their agents, officers and employees by theCONSULTANT, its agents, employees,
sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may
be legally liable.
The CONSULTANT'S professional liability to the AGENCY, including that which may arise in reference to
Section XTV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or
one million dollars ($ 1,000,000.00), whichever is greater. In no case shall the CONSULTANT7 S professional
liability to third parties be limited in any way,
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT*S OW11
employees or its agents against the STATE and / or AGENCY and, solely for the purpose of this
indemnification and defense, the CONSULTANT specifically waives any immunity under the STATE
industrial 'insurance law, Title 51 RCW.
X111. Independent Conti-actoi#
The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its
employees and any authorlzcd sub -consultants, or any other person of firm, shall not be deemed the employees
of the AGENCY for any purpose.
XI V. Insui-ance
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
required, insurance with companies or through sources approved by the STATE Insurance Commissioner
pursuant to Title 48 RCW.
It is the CONSULTANTS responsibility to provide evidence of continuing coverage during the overlap periods
of the policy and the AGREEMENT.
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.
XV.Confidentiality
The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES,
4.e
Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall
not discuss or otherwise exchange information with such other CONSULTANT.
Agreement Number: CRP 19-05
Local Agency Real Es to Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 11
Revised 41412016
The project for which the SERVICES of the CONSULTANT are required may 'involve litigation of claims
against or brought by the STATE and Y or AGENCY. Subject to Washington's Public Records Act (RCW ch,
42.17 et. al.) all information developed by the CONSULTANT and all infon-nation made available to the
CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be
confidential as between the CONSU * LTANT and the AGENCY, Such information shall not be revealed by the
CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY, The
confidentiality of such information will survive the completion of work under this AGREEMENT and/or the
termination of this AGREEMENT.
The SERVICES to be perfonned under this AGREEMENT do not include SERVICES as an expert witness; in
the event of the commencement of litigation, SERVICES as an expert witness will be the sub I ect of a separate
AGREEMENT. 9
XV1. Appficabilin) qf Lavt
This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of
Washington shall govern the interpretation and application of 'Its provisions. Venue for any suits between the
CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the
Superior Court of the State of Washington, situated in the county 'in which the AGENCY 'is located,
XV11. Special PI-Ovisiolls
XVIII, Modijication ql*Agi-eeinent
This AGREEMENT, or any provision thereof, may be modified or amended only by express written
AGREEMENT revision properly signed by all parties.
This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the
State of Washington Unless and until accepted and approved hereon an writing for the AGENCY % s authorized
representative.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
"Execution Date"" in the heading on page one (1) of this AGREEMENT.
T140t, 'cc Preside estem Regim
Date
By
Title Rob Jones, Chair
Date / 3
..
Agreement Number.- CRP 18-05
---------------- - - — -
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consuttant Agreement Page 11 of 11
Revised 41412016
tzxnbitAi
•pof Work
-- - - --- - ---------------- - -------- - ------- ------- I
See Following Page, Exhibit A
Project No. CRP 18-05
Agreement Numbcr: CRP 18-05
DOT Form 140-089 EF Exhibit A Page I of I
Revised 1013012014
August 13, 2023
Scope of Work
Grant County Maple and Grape Drive Reconstruction Projecl-
Right of Way Acquisition Services
It is understood Federal Highway Administration (F w) funds will be participating in the project. Therefore,
Universal Field Services (UFS) will complete all Right of Way services in accordance with the Grant County
(County) and Washington State Department of Transportation's (WSDOT) approved Right of Way Acquisition
Procedures.. WSDOT Local Agency Guidelines — Section 25 (Right of Way Procedures), and the federal Uniform
Relocation Assistance and Real Property Acquisitions Policies Act (!SRA). Generally, this scope of work includes:
Appraisal; Appraisal Review, Acquisition Negotiations and Parcel Closing services.
This scope of work is based on the following:
Right of Way Plan dated 6/8/2023 provided by Grant County Public Works Department
ROW Kick-off meeting
Order updated title reports for project parcels ewe ordered the title reports in 2021 during the
Preliminary ROW Activities phase)
Update Parcel Title Summary and Risk Analysis memos
Public Iic outreach — project introduction letter (to be determined in K/O meeting if County wants to
do this)
Hire appraiser and review appraiser
Draft acquisition documents, submit to County for review and approval
Prepare offer packages, get County's and W001's approval
Present offers and negotiate
• Parcel closing; if partial reconveyances of monetary encumbrances are necessary, we'll recommend
that these be closed in escrow
ROW certification
Aattend . rep "on and Administration — Upon Notice to Proceed, UFS staff will a end a kick off meeting
with the County and its design team to obtain additional project information *Including,, available contact
information for property owners, discuss material and information needed from the County (Legal
Descriptions, Parcel Acquisition Exhibit Maps, Staking, etc.), along with any additional information that will
assist in the right of way acquisition process. We will also attend up to ten (1 0) progress meetings either by
conference call or in person and provide up to monthly progress and tracking reports when invoicing.
UFS will provide sample templates of all acquisition documents (offer letters, deeds, easements, right of
entries, consents, etc.) for the County's review and approval for project use. All forms and documents will
comply with County standards and in accordance with statutory requirements. The County's pre -approved
documents will be used when provided. OF will maintain acquisition records in accordance with statutory,
regulatory and policy requirements.
It is understood the County will provide finalized legal descriptions, and Parcel acquisition exhibit maps for
all the real property rights to be acquired. It is assumed these items will be provided by the County prior to
completing sub -task G below — Appraisals / AOS Worksheets.
I Of -6-
August 1% 2023
appraiser will ensure Appraisal Reports will be prepared in accordance with the Uniform Standards of
Professional Appraisal Practices, Washington State Department of Transportation (WSDOT) Local Agency
Guidelines, and current WSDOT Right of Way Manual (particularly Chapter 4).
Subject to completion of the RWFE (sub -task D above) this scope of work assumes seventeen (1 7) Appraisal
reports may be required. This scope of work also assumes that Administrative Offer Summary (AOS)
worksheets in lieu of Appraisals could be prepared for those parcels in the RWFE with estimated amounts
of just compensation of $25,000 or less and when the acquisition is uncomplicated. For budgeting
purposes, this scope of work and related fee estimate assumes that five (5) parcels may require an
Appraisal and Appraisal Review.
Note: Offers to property owners that ore hosed on AOS worksheets ore considered Administrative offers,
For offers $10,001 or more up to $25,000, property owners must be informed in writing if the offer is not
based on on appraisal and that an approisol will be provided if requested. t'hi's requirement could have a
slight impact on the ROW schedule and ROW cost estimate.
UFS staff will attend all appraisal inspections to ensure the property owners understand the real property
rights being appraised; to ascertain what is personal property and real property, and to help build the trust
and rapport needed to assist in reaching amicable agreements.
It is assumed Appraisal reports will assume properties are not contaminated and are clean of hazardous
materials. It is understood the project NEPA is near completion and will confirm the assumption all parcels
are not contaminated at levels requiring cleanup for the for real property rights being acquired.
I
Completed AOS worksheets, Appraisal and Appraisal' Review reports will be submitted to the County by
Universal for written approval establishing the amount of Just Compensation to be offered the property
owner.
Unless directed otherwise, it 'I's understood the County's policy to share Appraisals with property owners to
ensure an open and transparent process.
a A total of seventeen (1 7) Appraisal reports or Administrative Offer Summary (AOS) worksheets,
G. Appraisal Reviews — OF will contract directly Frith a separate state licensed and WSDOT approved Review
I
Appraiser in accordance with the Uniform Standards of Professional Appraisal Practices, Washington State
Department of Transportation (WSDOT) Local Agency Guidelines, and current WSDOT Right of Way Manual
(particularly Chapter 5). This scope of work includes up to seventeen (1 7) Appraisal Review reports. Note:
offers based upon Administrative Offer Summaries do not require a separate appraisal review.
Deliverable,:
0 Up to Seventeen (1 7) Appraisal Review reports
H. Acquisition Negotiation — UFS will acquire real property rights from the seventeen (17) separate tax parcels
as shown in Table A below. Upon written approval from the County approving the amounts of just
compensation, UFS will prepare each offer packages and send them to the County and WSDOT for review
and approval. Upon approval of the offer packages, UFS will, promptly present offers to purchase all
required real property interests and negotiate In good with to reach a settlement with each property
owner(s). Offers will be presented in person when at all possible. Out -of -area owner(s) will be contacted by
telephone and by certif ied mail,
0
Negotiations will be conducted in accordance with statutory and regulatory requirements and will include,,
Presentation of offers in person when possible; Coordination of administrative settlement approvals with
the County; UFS will negotiate as necessary with lien holders and assist escrow in the closingprocess;
3 of 5
August 13, 2023
Prepare and maintain parcel files to include fair offer letters, acquisition documents, a standard diary form
indicating all contacts with owner(s), and other items necessary for negotiations.
Negotiations shall not be deemed to have failed until at least three significant meaningful contacts have
been made and documented with each owner and/or their representative through direct personal
contacts. Telephone calls to set up an appointment with a property owner does not justify a significant
meaningful contact, unless the property owner refuses to grant an appointment and instructs the County to
proceed with condemnation,
As a last resort during negotiations, if the owner Is Unwilling to agree to a Voluntary Possession and Use
Agreement, the file will be transmitted to the County's legal team for mediation or filing of a condemnation
action. OF will provide limited technical support for all mediation or condemnation as required. If
negotiations reach an impasse, OF will provide the County with written notification. The filing and cost of
condemnation proceedings shall be the responsibility of the County.
Deliverables:
# Acquisition Negotiation services with owners of seventeen (17) separate tax parcels.
0
1. Parcel Closing - Prior to sending a settled acquisition package to the County for payment and closing,
Universal will request a final update on each title report from the W'- Title Company to ensure
ownership has not changed and new encumbrances or exceptions have not been recorded, Upon review of
updated title information and the previously completed Parcel Title Summary Memo.. Universal will provide
advisory assistance to the County in determining the most appropriate method of closing each transaction.
Subject to the County's Title Clearing policies, the method of closing can be completed in-house or through
a reputable escrow firm. Typically, the title company will also provide escrow services.
The signed conveyance documents together with escrow instructions will be transmitted to the County for
approval and signature, Once County approval is received, the transaction package will be delivered to the
designated escrow company for closing and recording. Albeit the escrow firm's responsibility, OF will
work with the Escrow and Title Company in their effort to remove unacceptable exceptions and to obtain
title insurance policies for the County,
Deliverable.:
Completed Acquisition files — Seventeen (17) each.
J. Right -of -Way Certification — Since there will be federal funds participating in the project.. Right of Way
Certification will be coordinated and completed through WSDOT Real Estate Services, Right of Way
acquisition and relocation files will be prepared and completed to the satisfaction of a W Right of Way
review to support federal aid participation. WS will further coordinate right of way activities with WSDOT"s
Central Region Local Agency Coordinator, Ms, Terri. Brown as needed throughout the project. Upon
completion of all Right of Way activities, UFS will prepare the ROW Certification Spreadsheet along with the
appropriate Right of Way Certification letter in draft format for the County's review and signature for
submittal to WSDOT,
Deliverable:
0 Draft Right of Way Certification letter
0 ROW Certification Spreadsheet
0 Electronic transmittal of parcel files to WSDOT for certification review and approval
County Will provide the followIng:
1. Approval of a designated escrow company used for this pr Ject. The escrow company will bill the County
0)
directly for all escrow services provided.
2. Approved Right of Way Plans4 ,, Drawings- - Maps; Exhibits; Right of Way Staking; etc., as necessary.
4 of 5
August 13, 2023
3. Leeal descriptions in electronic format for all real property ri
WSDOT DBE goal is zero.
DBE
Partiwr%ation
Agreement Number CRP 18-05
WSDOT Form 140-089 EF Exhibit 8 Page I of I
Revised 1013012014
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
--
- -- --------- I ---,,--
---------------------
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 agency. les for transmission to the a . The fort-nat and standards to be provided may
i 9 IV
nclude, bUt are not limited to, the following-,
1. Surveying, Roadway Design & Plans Preparation Section
A. SUrvey Data
N/A
B. Roadway Design Files
C. Computer Aided Drafting Files
NIA
Agreemcnt Number: CRP 18-05
WSDO T Form 140-089 EF Exhibit C
Revised 1013012014 Page I of 4
D. Specify the Agency's Right to Review ProdUCt With the Consultant
Agency retains ownership of all electronic files
E. Specify the Electronic Deliverables to Be Provided to the Agency
Constiltant will provide to the Agency all files as requested
F. Specify What Agency Furnished Services and Information Is to Be Provided
Agency will provide .ill sery ices and information as detailed in the Scope of W ork .
Agreement Number: CRP 18-05
WSDOT Form 140-089 EF Exhibit C Page 2 of 4
Revised 1013012014
If. Any Other Electronic Files to Be Provided
As mutually agreed upon between Agency and Consultant,
111. Methods to Electronically Exchange Data
Data will be transfered via email, share point and other compatible electronic transfer methods.
WSDO T Form 140-089 EF Exhibit C Page 3 of 4
Revised 1013012014
A. Agency Software Suite
Microsoft Office 365
B. Electronic Messaging System
C. File Transfers Format
Sharepoint and other compatible media
WSDOT Form 140-089 EF Exhibit C Page 4 of 4
Revised 1013012014
See following page - Exhibit D
Exhibit D
Prime Consultant Cost Computations
Agreement Number CRP 18-05
WSD 0 T Form 140-089 EF Exhibit D Page 1 of I
Revised 1013012014
September 25, 2023
Universal Field Seryces,. Inc..
Right of Way Services
Grant County Maple and Grape Drive Reconstruction Project
Fee Estimate
Personnel
Rate
Cost
1 ROW Oversight
32.0
X $78.00
$
21496
2 Lead Senior Acquisition Speci
712.0
X $52.00 =$
Appraisal Reports I each
37r024
3 Title / Escrow Specialist
48.0
X $38.00 -
$
1,824
4 Sr Administrative Specialist
46.0
X $25.00 -
$
10150
Total Hours
838.0
Subtotal Direct Salary Costs (DSC)
$
42,494
Indirect Cost Rate (ICR)
57.90%
$
2404
Fixed Fee (FF)
30.00%
$
12,748
TOTAL DSC
$
79,846
DIRECT NONSALARY COSTS JDNSCI
Mileage
Miscellaneous Expenses (see note 3 below)
425 Niles @ $ 0.655 $ 278
$ 850
TOTAL (DNSC) 19128
Administrative Offer Summary 12 each
Pacific Appraisal Associates
$
18,001
Appraisal Reports 4 each
Pacific Appraisal Associates
$
14s0OO
Appraisal Reports I each
Pacific Appraisal Associates
$
4,500
Appraisal Review Reports 5 each
R. F. Duncan & Associates
$
6,500
,
TOTAL SUBC-0,14SULTANT FEES
$
43,000
-M
TOTAL ESTIMATED AMOUNT $ 12319
Notes,
1.) Universal reserves the right to re -negotiate estimate total if Notice to Proceed not provided Within
180 days from the date of this estimate.
2,) Mileage to be billed at 0.65 /mile or the approved IRS rate at the time mileage is incurred.
3.) Reimbursable miscellaneous expenses including but not limited to: mapping, photos, postage,
parking, printing, tolls, ferry fees, etc., at cost - no markup.
4.) This fee estimateisbased on UFS Scope of Work dated August I It 2023
5.) Federal funds are allocated to the ROW Phase.
1110--
2
September 25, 2023
0
Right of Way Acquisition Services
Grant County Maple and Grape Drive Reconstruction Projec'
Fee Estimate
UniversaJ Field Services, Mc,
Mm
Pro
Ac q u I#r OUM'
V
No+
Tax Parcel Number Owner Tempn
�""--cd
-
Mp e�'Estnt:
--
- - - - ---------- - ------- 17-0331-000
------- Toy, James V & Belinda G X AOS
1
32
25
2
17-0478-017
Meffq1..,.#0rea Dawn X AGS
32
25
3
17-0478-045
Smith, iw--rv-L & Carol L X AOS
32
25 1
4
17-0365-000
Hqfs�g FMark A WQ. X AOS
25
5 --------
17-0364-000
-------- ----- -------- ---- --
Willis Christv "hE_4 A05
A helle X
32
25
6
17-0338-000
Lauckner, Sandra X AOS
32
25
7
17-0339-000
Bo d Robin & Iris X AOS
1
32
25
8
17-0471-000
Kjq,ge, Mike & Janet X AOS
32
25
9
17-047"00
11,SkIdmore,,,5�awnia J X AOS
1
32
25
10
17-0337-0003
---------- Hendrickson, Je= L & Gayl X
32
25
11
17-0336-000
an i & Judy X !e'en sal
32
25
12
17-0462-000
........ ... .
Crow, Loyd J & Venus M X An
--------------
32
25
13
17-0319-000
Fqstjg,_K�,.� & Rose M AOS
1
32
25
14
17-0478-006
Rama;, Loren I X --- ---- -------
32
25
15
17-0316-000M00tg'
Hess t"C & Dqrothy X
32
25
16
17-0328-000
=Babas Gregory X AOS
1
32
25
17
17-0329-0 00
Ramirez Richard J &Rob P AOS
32
25
IS'
Prepare for and participate in a kick off meeting (2 OF staff) -r Video Conference Calls
2
6
0
0
0
Prepare for and participate in ten (1 0) progress meetings (1 UFS staff) - Video Conference Galls
0
10
0
0
0
County review and appr.oval
SDraft acquisition documen't.s.-for
0
4
0
8
0
,
Prepare and submit up to 12 monthly progress reports - 12 reports
0
6
0
0
0
Review title reports and Parcel Title Summary Memos,
0
f
14
0
0
D,raft, Introduction Letter for-C-ounty to send
0
2
24
0
01
Prepare Funding E,s.b.m.at.e,,,.,.submit County
2
0
0
.Right .o!.Way ,to -, ll.and .,W.SDOT
nis with appraiser
Attend roiect site tour and on-site appraisal inspections with appraiser
PL
0
8
0
0
0
u on phase
c is.ti
Coordinate with County,,staff as needed throughout acquisition phase
4
12
0
0
0
a"
in
rcel cJosin
Coordinate wfth, Tibe/Escrow 000alist on r I Cjos
0
10
10
0
0
Ion (prepare R45�"W'��'�c"'e"2,tr"t:ification spreadsheet, prepare electonic files for review and draft lefter for County
2
68
0
4
Subcontract wfth and manage Appraiser and Review Appraiser
6
10
0
0
0
ire are
_.,gaper parcel files for the Coun!X"s records - 17 Parcels 1
0 .. ......
6
0
34
0
-------------
32 17
712
46
425
Mm
Exhibit
Assurancel
During the performance of this AGREEMENT the CONSULTANT. for itself, its assignees., and successors
in interest agrees as follows:
Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-
discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations,
Part 21, as they may be amended from time to time (hereinafter referred to as the %'*REGULATI0NS1t1),,
which are herein 'incorporated by reference and made a part of this AGREEMENT. 1
2. Non- discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT,
shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention
of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATIONS, including employment practices when this AGREEMENT covers a program set forth
in Appendix B of the REGULATIONS,
3. Solicitations for Sub -consultants, Including PrOCUrement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiations made by the CONSULTANT for work to beperformed
under a sub -contract. Including procurement of materials or leases of equipment, each potential sub -
consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT' s obligations Linder
this AGREEMENT and the REGULATIONS relative to non-discrimination on the Frounds of race, color,
sex, or national origin.
4. Information and Reports-, The CONSULTANT shall provide all information and reports required by the
REGULATIONS or directives *ISSLIed pursuant thereto,, and shall permit access to its books, records,
accounts. other sources of information, and its facilities as may be determined b the AGENCY, the
. y I
STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such
REGULATIONS,, orders, and instructions. Where any information required of a CONSULTANT is in the
exclusive possession of another who fails or refuses to furnish this 'Information, the CONSULTANT shall
so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
5. Sanctions for Non-compliance-, In the event of the CONSULTANT's non-compliance with the non..
disc6mi,nation provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions
as it, the STATE,, or the FHWA may determine to be appropriate, 'Including, but not limited to. -
Withholding of payments to the CONSULTANT Linder this AGREEMENT until the CONSULTANT
complies, and/or;
Cancellation, termination, or suspension of this AGREEMENT, in whole or in part,
6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through
(5) 'in every subcontract, including procurement of materials and leases of equipment, unless exempt by the
REGULATIONS, or directives 'Issued pursuant thereto. The CONSULTANT shall take such action with
respect to any sub-conSLIltant or procurement as the STATE, the AGENCY. or FHWA may direct as a means
of enforcing such provisions including sanctions for non-com p I lance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with.,
litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request
the AGENCY enter into such litigation to protect theinterests of the STATE and the AGENCY and, in
addition, the CONSULTANT may request the United States enter into such litigation to protect the interests
of the United States, Agreement Number CRP 18-05
WSDO T Form 140-089 EF Exhibit F Page 1 of 1
Revised 1013012014
Exhibit G
-------------- Certification Documents
7-==-: ----- 11--'- �� --'. I --'..-�-' --' -------------- - - - - --------------
-- --------- -
Exhibit G-I(a) Certification of Consultant
E xhibit G- I (b) Certification of
,,, -9,14.1
I
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 of or Pricing Data
Agreement Number, CRP 18-05
WSOOT Form 140-089 EF Exhibit G Page I of 1
Revised 1013012014
rw
txhibit G -I (a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
Universal Field Services, Inc.
whose address is
I I I Main Street, Suite 105, Edmonds, WA 98020
and that neither the above firm nor I have:
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 AGREEMENT,
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
0 Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely
for nie or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any)-,
If
I acknowledge that this certificate is to be furnished to the Grant County
and the Federal Highway Administration, U.S. Department of Transportation in connection with this
4b
AGREEMENT involving participation of Federal -aid highway ffinds, and is subject to applicable State and
Federal laws, both criminal and civil.
Agreement Number: CRP 18-05
WSDOT Form 140-089 EF Exhibit G Page I of 1
Revised 1013012014
Exhibit G -1(b) Certification of Bob Bersanti
I hereby certify that I am the:
0 Design/ Construction Engineer
I
of the GRANT COUNTY T and UNIVERSAL FIELD SERVICES, INC.wASHG
or its representative has not been required, directly or indirectly as an express or implied condition in connection
with obtaining or cart in OL]t this AGREEMENT to:
a) Employ or retain, or agree to employ to retain, any firm or person; or
b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind -1 except as hereby expressly stated (if any)i,
9
I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation
and the Federal Highway Administration, U.S. Department of Transportation,, in connection with this
AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil,
Signature
�a
9— z.�'— z �
Agreement Number: CRP 18-05
WSDOT Form 140-089 EF Exhibit G page I of 1
Revised 1013012014
WO
txhibit Gw2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters m Primary Covered Transactions
I. The prospective primary participant ceilifies 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 VOILintar'lly
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) transact'i'on or contract under
a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement,
theft, forgery, briber 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 (3) year period preceding this application / proposal had one or more public
transact -Ions (Federal, State and local) terminated for cause or default.
11. 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.
Agrecnient Number: CRP 18-05
--------- ------------ --------
WSDOT Form 140-089 EF Exhibit G Page I of 1
Revised 1013012014
Exhibit G=3 Certification Regarding the Restrictions of the Use of Federal Funds
for Lobbying
The prospective participant certines, 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 or any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment.
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
If any funds other than Federal appropriated funds have been paid or will be paid to any person for
a
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 For - 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 1 352., Title 3 1, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10.000.00, and not more than $ 100,000.004
for each such faisire.
4.
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.
Agreement Number CRP 18-05
WSDOr Form 140-089 EF Exhibit G - -------
Revised 1013012014 Page 1 of 1
ExhibIt G-4 Certificate of Current Cost or Pricing Data
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section
2. 101 of the Federal Acquisition Regulation (FAR) and required under FAR Subsection 15.403-4) submitted,
either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's
representative in support of Grant Cty Maple/Grant Dr. Reconstruction are accurate, complete, and current
as of September 25, 2023
This certification hickides the cost or pricing data supporting any advance AGREEMENT's and forward pricing
rate AGREET E*s between the offer or and the Government that are part o F the proposal,
Firm: Universal Field Services, Inc.
Vice President, Westem Region
Title
Date of Execution***:
*Identify the proposal, quotation, request for pricing adjustment. or other submission involved, givilng the appropriate identifying nuirblcr (e.g. project title.)
"Insert the day, nionth,, and year, when price negotiations were concluded and price AGREEMENT was reached.
***Insert the day, month. andY car, of signing. which should be as close as practicable to the date when the price negotiations were concludcd and the
contract price was agreed to.
Agreement Number CRP 18-05
.W
SDOT For ...... ------- ---- - ----- - ------
m 140-089 EF Exhibit G Page I of 1
Revised 1013012014
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increase.r
The professional liability limit of the CSULTANTto the AGENCY 'Identified Section X11, Legal Relations
and Insurance of this Agreement is ame%v- '�d to $
The CONSULTANT shall provide Professio; al Liability insurance with nil - um per occurrence limits in the
amount of $
Such 'insurance coverage shall be evidenced by fe
Certificate of InSUrance.
Self-insurance through an irrevocable Letter of
of the following mjKhods:
frm aj
d"t oI
I salified financial institution,
Self-inSUrance through documentation of a separate fu = estaij-, fished exclusively for the payment of Professional
liability claims, including claim an already reserve inst the fund, safeguards established for payment
from the fund, a copy of the latest annual financial state miluts, and disclosure of the investment portfolio for
those funds,
-�red
Should the minimum Professional Liability insu/tranet'limit re ired by the AGENCY as specified above exceed
r
'i �v 5
$1 Million per occurrence or the value of the cont.,,- ct., whiche%ve,:is greater, then justification shall be submitted
or to i"
to the Federal Highway Administration (FHWA" '..,or approval to ii prease the minimum insurance limit.
hl 1 1 -
If FHWA approval is obtained, the AGENC"... 0Wf ; ay, at its own cost,
professional liability insurance required.
Notes: Cost of added insurance require -0. ents: $
s Include all costs. fee increase
p 111IMS.
Pr require
I
* This cost shall not be billed against an FA funded project,
oo For final contracts, include this exhibit,
burse the CONSULTANT for the additional
Agreement Number CRP 18-05
WSDOT For 140-089 EF Exhibit H Page 1 of 1
Revised 1013012014
Exhibit I
Alleged Consultant Design Error Procedures
- ---------
The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a
nature that exceeds the accepted standard of care, In addition, it will establish a uniform method for the resolution
an&'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 enc `s
proicct manager to notify the Director of Public Works or, genc 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 theproject,
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-conKlltants)
deemed appropriate for the alleged design error(s) issue,
Step 4 Attempt to Resolve Alleged Design Error with Consultant
After the meeting(s) with the consultant have been completed regarding the consultant's alleged design
error(s), there are three possible scenarios:
It'is determined via mutual agreement that there is not a consultant des' 11
W design error(s). If this is the case,
then the process wall not proceed beyond this P011%
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, nefzotiate a settlement
Frith the consultant. The settlement would be paid to the agency or the amount would uld 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 Reg"lon 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 orAgency
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.
Agreement Number: CRP 18-05
WSDO r Form 140-089 EF Exhibit I Page I of 2
Revised 1013012014
Exhibit i
Consultant Claim Procedures
— - ---------- - - - -
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $ 1,000. If the consultant"s claim(s) are a total
of $1,000 or less, it would not be cost etTective 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 procedffeS to be followed by the consultant and the agency to consider a potential
claim by the consultant.
Step I Consultant Files a Claim with the Agency Project Manager
If tile consultant determines that they were requested to perform additional services that were outside
of the agreernenVs. scope of work, they may be entitled to a claim, The first step that must be completed
is the request for consideration of the claim to the Agency"s project manager.
1:
The consultant's claim MUSt outline the following:
* Summation of hours b classification for each firm that is included in the claim;
Y I I
# 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 AddiftionalCompensation
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'I*s participating an the project's ftinding, forward a copy of the consultant's claim and theAgency"s
recommcndation for federal participad'on 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 finalpayment for
the agreement is subject to audit. No further action in needed regarding the claimprocedures.
If the Agency does not agree with the consultant"s claim, proceed to step 3 of theprocedures,
Agreement Number: CRP 18-05
WSDOT Form 140-089 EF Exhibit J Page 1 of 2
Revised 1013012014
Step 3 Preparation of Support Documentation Regarding Consultant's Clairn(s)
If the Agency does not agree with the co'nSUItant's claim, the project manager shallprepare a summary
for the Director of Public Works or Agency Engineer that included the following:
Copy of information supplied by the consultant regarding the clailli;
Agency"s summation of hours by classification for each firm that should be inClUded 'in the claim;
Any correspondence that directed the consultant to perform the additional work-,
Agency"s summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work. -
Explanation regarding those areas in which the Agency does/does not agree with the consultant"s
clahn(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 has
appropriate to agency dispute resolution procedures). If the project involves federalparticipation, obtain
concurrence flrom 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 (inn writing) the consultant of their final
decision regarding the consultant's claim(s). Include the final dollar MOUnt of the accepted claim1!and rationale utilized for the decision.
Step 6 Preparation of Supplement or New Agreement for the Consultant's ctai)
The agency shall write the supplement and/or new agreement and pay the consultant the amount
of the claim. Info n -n the consultant that the final payment for the agreement is subject to audit.
Agreement Number: CRP 18-05
WSDO T Form 140-089 EF Exhibit J
Revised 1013012014 Page 2 of 2
RIGHT OF WAY SERVICES PROFESSIONAL
..SAN JUAN CAPISTRANO, CA 92675 (949) 842-1972 DAVID-b'HUD,�ONREDEV,COM
PROFESSIONAL Senior Project Manager with 23 years of expertise in organizing business
SUMMARY operations, financial oversight, and resource management of project
operation. Expertise in Quality control monitoring by adhering to production
schedule and budget. A leader managing personnel, identifying problems,
and providing targeted solutions. Knowledgeable in accounting principles,
budget forecasting and financial management,
Senior Right of Way experience that maintains responsibility for project
oversight, relocation services, real property acquisition and related serv"
ices
for capital 'improvement projects nationwide.
a Advanced problem solvinro-
IQF
0 Business process re-
engineering
o Project planning and
%
a Cost Tracking
* Training Development and
Execution
is Project Management
development Fluent in Spanish
Client Relations Easement Acquisition
Cost Tracking Real Property Transactions
Staff Training and Development Construction Scheduling
Budget Administration Advanced Microsoft Office
Sr., Project Manager — Assistant Program Manager - Staff Supervisor
IClark Land Resources I San Diego CA
• Oversight of Acquisition Team
• Financial Tracking
* Electrical Line Undergrounding SDG&E easement negotiation,
Project Manager I Gomez Construction LLC I San Francisco Bay Area, CA
Complete project management including application for funding, client
interaction, project bidding and quality control. As contracted was
responsible for all aspects from procurement through completion.
Construction management, staff allocation and maintaining client contact.
Updated operational methods and oversaw accounting procedures for
improved efficiency.
Developed and initiated projects, managed costs and monitored
performance,
Senior Project Manager — Northern California Regional Manager I Overland
Pacific and Cutler LLC I an Francisco, CA
* Complete Project Management and Agency Guideline Implementation
* Individual Consulting and Relocation Case Management
* Community Relations and outreach, project presentations and comm
9 Financial Pro ect Projection and Forecasting, Budgetary Compl" le
I iance o,
Federal Funding Requirements for 150+ clients.
Staffed and managed field team of 15, instituted educational training
programs.
Independent Consultant I Chipman Relocations I San Diego, CA
* Consulting for primary moving contractor and local redeveloping agency to
provide relocation guideline compliance for 250 temporary relocation
resident cases to offsite accommodation and successful return upon
completion of construction.
* Established operating procedure for moving contractor to operate withing
California Title 25 relocation guidelines.
JANUARY 2012 -JANUARY 2017
Associate I Autotemp I Oakland, CA
Complete Project Management planning and Agency Guideline
Implementation,
Individual Consulting and Relocation Case Management for over 1000
cases.
Lead Community Relations Initiative to educate affected residents in 40+
communities.
o Financial Project Projection and Budgetary Compliance of Federal Funding
Requirements,
* Developed 'Individual client action plans to address residential population
needs of elderly and special needs.
Project Manager I Northern California, Paragon Partners Ltd I Contra Costa
County, CA
• Managed over 50 open right of way client contracts,
• Over acquisition of real property in 10 counties.
• Relocation advisory assistance for businesses and 500+ residential
households.
Consulted with and obtained specialized licensing and permits for business
entities.
* Tenant Education of Oakland Housing Authori