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HomeMy WebLinkAboutAgreements/Contracts - Public WorksK25-301 GRANT 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:Victoria Seim CONTACT PERSON ATTENDING ROUNDTABLE: John BI"ISS@y CONFIDENTIAL INFORMATION: ❑YES 0 NO DATE: 1 2. 1 8.2025 PHONE: 509-754-6082 ©Agreement / Contract ❑AP Vouchers []Appointment / Reappointment ❑ARPA Related []Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations n Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter []Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Consulting services agreement between Grant County & Grant County's attorneys, Nossaman LLP, & Strata Geosciences, for Strata Geosciences to provide the services outlined in the attached Exhibit A, for the estimated project cost of $215,652.00 & to remain in effect until the services agreed upon are completed. Signatures on page 13. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO FW N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A V1 �� DATE •F ACTION: - _ ✓ > ' ,�- d APPROVE: DENIED ABSTAIN D 1: D� D3: 4/23/24 DEFERRED OR CONTINUED TO: WITHDRAWN - RECEIVED D�� 1 8 2025 GRANT COUNTY COMMISSIONERS CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT ("Agreement") is entered into as of the first day of November by and among GRANT COUNTY ("County"), County's attorneys, Nossaman LLP ("Nossaman"), and Strata Geosciences ("Consultant"). Individually, County, Nossaman and Consultant are each a "Party"; collectively, they are the "Parties". RECITALS A. County owns property and operates a facility known as Ephrata landfill (the `Facility") near Highway 28 and conducts landfill operations there. The Facility ,is listed on the State of Washington suspected and confirmed contaminated sites list. S. Nossaman and the County anticipate that there will be future litigation, possibly involving the County, relating to the allocation of costs associated with the Facility because of the presence of contaminated groundwater and as a result of actions taken by the Washington Department of Ecology ("Ecology") with respect to the Facility. C. In connection with its representation of County, Nossaman requires technical consulting assistance with respect to the Facility in anticipation of litigation arising from the contamination of groundwater. D. Consultant has represented to Nossaman that it has the expertise and resources to perform such technical consulting services, including reviewing data, sampling environmental media, and assisting in addressing issues pertaining to cost allocation. E. Nossaman wishes to hire Consultant on the terms and conditions set forth in this Agreement. AGREEMENTS In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 1. Consultant's Services. During the term of this Agreement, Consultants shall perform all services described in Exhibit A attached hereto and incorporated herein, as the same may be amended from time to time (collectively, the "Services"). From time to time the Parties may agree in writing to amend Exhibit A to add to, subtract from, or modify the Services set forth therein. Any and all such amendments shall be incorporated herein by this reference and the duties and obligations of the Parties under all such amendments shall be governed by 63907973.v2 the terms and conditions of this Agreement. Consultant shall bear all costs incurred by it in performing any services other than those Services that are described in Exhibit A, as amended from time to time. 2. Performance. a. Standards. Consultant shall perform the Services and its other obligations 7 hereunder in a diligent and timely manner, with the skill and care ordinarily exercised by members of Consultant's profession practicing under similar circumstances. b. Pirection., In performing the Services, Consultant may receive oversight and direction from Nossaman or County with respect to the nature and scope of the Services. The means and methods of accomplishing and the manner of performing the Services shall be determined at the discretion of Consultant in consultation with Nossaman and County. c. Personnel. The designated project manager of Consultant will be Travis Klaas who shall oversee and direct the performance of the Services. The project manager may be changed only upon the prior written approval of County. Nossaman and County reserve the sole right to request, approve or disapprove of particular employees who may perform services under this Agreement. d. Duty to Report. Consultant shall keep Nossaman and County fully apprised of the status of all work in progress and shall respond to any request for a status report from Nossaman or County within the time period and in the manner specified in such request. Without limiting the generality of the foregoing, Consultant shall furnish to Nossaman and County copies of all data, documents and other information produced pursuant to Consultant's performance of the Services. 3. Compensation and Payment. a. Rates. As full consideration for Consultant's performance of the Services County shall compensate Consultant on a time -and -expense basis for actual costs incurred and Services performed in accordance with the Cost Proposal in Exhibit A. b. Meal and lodging expenses for Consultant and subconsultant and subcontractor employees traveling for project purposes and performing project work away from their ordinary work location shall be on a Per Diem cost basis at the current rates established by the State of Washington Office of Financial Management for travel within Washington State or the United States General Services Administration for travel outside Washington State. 2 63907973.v2 c. Invoicing and Records. Consultant shall submit invoices detailing all Services performed in the invoice period, the reasonable expenses incurred, the hours required for performance of such Services and the charges therefor (the "Invoices") to Andy Booth, Public Works Director with concurrent copies to Leslie Nellermoe of Nossaman. Consultant shall clearly label the invoices sent to Nossaman with the phrase, "Copy, for informational purposes only. Do Not Pay." Consultant shall maintain accurate records verifying all labor, materials, supplies and other items provided and invoices incurred under this Agreement and shall promptly provide such records to Nossaman or County upon request. d. Payment. Within thirty (30) days after receiving the Invoices, County shall pay to Consultant the full amount due, except those amounts, if any, that Nossaman or County question or contest in good faith or withhold for payment of claims as provided in Section 3.4 herein. Full or partial payment to Consultant shall -not be deemed to be evidence of Consultant's satisfactory performance of the Services. e. Disputes or Claims. If Nossaman or County in good faith question or contest any invoiced fees or expenses, County shall have the right to withhold payment .of such disputed amount; provided, however, Nossaman or County shall notify Consultant in writing within ten (10) days of each Party's receipt of the disputed invoice and make a good faith effort to resolve such dispute quickly with Consultant. County shall also have the right to withhold from payments due Consultant a reasonable amount to resolve claims made against any party hereto as a result of or in connection with Consultant's performance of the Services upon presentation of reasonable evidence of the validity of such claims. 4. Non -assignment. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Parties. 5. Term; Termination. a. Term. Unless sooner terminated as provided herein, this Agreement 0 shall remain in effect until Consultant completes the Services and any additional work or services agreed to in writing by the parties hereto, all as required under and in accordance with this Agreement. b. Termination by Nossaman or County. Nossaman and County shall have the right to terminate this Agreement or to suspend at any 3 63907973A time the performance of any portion of the Services upon written notice to Consultant. Upon receipt of such notice of termination or suspension, Consultant shall immediately discontinue the Services to the extent specified in such notice; provided, however, that Consultant shall continue to protect and maintain for at least thirty (30) days thereafter the work previously completed, unless otherwise specifically stated in such notice. In the event of such termination or suspension, Consultant shall be compensated in the manner provided by Section 3 for all Services rendered to the date of termination or suspension and shall have no further claim against County or Nossaman with respect thereto. Consultant reserves the right, when necessary to protect. Consultant's professional reputation, to complete a report on the Services provided to the date of the termination or suspension. Consultant shall be compensated in the manner provided by Section 3 for reasonable expenses required to complete such a closing report at the rates in effect at the time of the termination or suspension. c. Termination by Consultant. In the event that County or Nossaman fail to comply with any term, covenant, or condition of this Agreement for thirty (30) days after written notice thereof from Consultant to County and Nossaman, Consultant shall have the right to terminate this Agreement or to suspend the performance of all or any portion of the Services; provided, however, that if the failure to perform cannot reasonably be cured within thirty (30) days, Consultant may not terminate this Agreement or suspend performance hereunder if County or Nossaman commence to cure within such thirty -day period and diligently pursue such curing to completion. In the event of termination or suspension as provided herein, Consultant shall be reimbursed as provided in Section 5 b, subject to any right Nossaman or County may have to withhold payment under this Agreement or applicable law. d. Unforeseen Conditions. In the event Consultant encounters any unforeseen conditions(s) that will significantly impair consultant's ability to perform the Services, Consultant shall promptly notify Nossaman and the County. The Parties shall endeavor to determine the nature, scope, and impact of the unforeseen conditions within fifteen (15) days of Consultant's notice to Nossaman and County and the Services may be suspended or terminated by either Nossaman, County or Consultant in accordance with Sections 5.b. and 5.c. above. e. Survival of Terms. Except for the obligations to perform Services and to compensate therefore and the provisions of Section 7.c, the terms and conditions of this Agreement shall continue after and 4 63907973.v2 survive any termination of this Agreement or completion, suspension or termination of the Services. 6. Confidentiality; Ownership of Documents. a. Confidential Information. Consultant may develop, receive, or otherwise learn of certain trade secrets, technical or other information, processes, apparatus, technology, or formulae relating to the business of one or more of the other parties hereto (the "Confidential Information") either directly or indirectly. Consultant shall not disclose to any person or entity, or itself use, any Confidential Information except as necessary to perform the Services or to comply with the valid order of a governmental entity or a court of competent jurisdiction or as otherwise agreed to in a writing signed by Nossaman and County prior to disclosure. Consultant shall inform Nossaman and County in writing of the nature and reasons for any disclosure before the disclosure. b. This Agreement, Reports, etc. Consultant agrees that none of its employees, agents, subconsultants or subcontractors, without the prior written consent of Nossaman and County, shall discuss with or release or disclose to any third party , the terms of this Agreement, the Services performed by Consultant, any materials except public documents provided to Consultant by County or Nossaman, or any records, evaluations, reports, data, field notes, drawings, drafts, calculations, estimates, maps and other documents developed pursuant to this Agreement ("Work Product"), except as required by law. Before disclosing any Work Product as permitted under this section, Consultant shall inform Nossaman and County in writing of the nature and reasons for the disclosure. c. County and Nossaman Documents. All documents, drafts, reports, data, drawings, plans and other information pertaining to the business of County or Nossaman and all copies thereof, furnished to Consultant for its information and use pursuant to this Agreement are and shall remain the property of the furnishing Party, are not to be used on other work or projects of Consultant, and are to be returned to the furnishing Party upon completion of the Services or earlier termination of this Agreement. Consultant shall be allowed to retain project record and backup copies, which shall be held in confidence in accordance with this Agreement. d. Ownership of Reports. The Work Product prepared or developed by Consultant or its agents, subconsultants, or subcontractors in performance of their obligations created by this Agreement, and all copies of the materials shall remain the property of County and Nossaman and shall be turned over to Nossaman at Nossaman's request. All Work Product must be prominently labeled by Consultant with the phrase "CONFIDENTIAL: WORK PRODUCT WITHIN THE ATTORNEY -CLIENT PRIVILEGE". 5 63907973.v2 Consultant may retain copies of Work Product for its own files; provided, however, that Consultant shall prominently mark such copies with the phrase "DO NOT COPY, RELEASE, OR DISCLOSE WITHOUT THE PRIOR WRITTEN CONSENT OF NOSSAMAN LLP, )I provided, further, however, that Consultant shall make and retain project record and backup copies of each item of Work Product and shall at all times have access to and knowledge of the location of all such copies. Nossaman and County shall defend and hold Consultant harmless from claims and damages resulting from Nossaman's or County's use of the Work Product except as those products are used in connection with remedial actions at the Facility. 7. Records and Audits. Consultant shall maintain all records required by law. In addition, Consultant shall maintain and retain for a period of six (6) years after completion of the Services true and complete records pertaining to the performance of its obligations under this Agreement and all related transactions. Nossaman or County may audit any and all such records at any reasonable time or times during such six -year period. 8. Subcontracts. Consultant may employ subconsultants or subcontractors to perform any part of the Services, however, the employment of such subconsultants or subcontractors shall not diminish Consultant's responsibilities under this Agreement. Without limiting the generality of the foregoing, Consultant shall be responsible for all acts and omission of any subconsultant or subcontractor and shall cause all subconsultants to comply with the requirements set forth in this Agreement. In the event County subcontracts directly with any subconsultant or subcontractor, Consultant shall not be responsible for the acts or omissions of such subconsultant or subcontractor. 9. Liens. Consultant shall not file or permit its subconsultants or subcontractors to file any liens or other encumbrances against any property of County or Nossaman or the Work Product. Upon completion of the Services, Consultant shall furnish Nossaman and County with satisfactory written evidence that there are no unpaid claims for work or materials furnished at the Facility which could constitute the basis for any liens against the property of County or Nossaman. Consultant shall turn all Work Product over to Nossaman free and clear of liens, claims, demands, or other encumbrances. 10. Indlem a. Consultant. Consultant shall indemnify, defend and hold harmless County and Nossaman and their respective owners, partners, officers, directors, employees, agents and representatives, from and against any and all 6 63907973.v2 losses, expenses, costs, obligations, recoveries, liens, claims, demands or causes of action of every kind and character for death, personal injury, property damage or any other liability, damage, fine or penalty, including attorneys' fees and costs (collectively "Damages") suffered or incurred by any of them, to the extent arising directly or indirectly out of or in connection with Consultant's willful misconduct, negligence, or failure to perform its obligations hereunder, including any negligent act or omission of Consultant's employees, contractors, agents or representatives; provided, however, that Consultant shall not be obligated to indemnify, defend or hold harmless hereunder to the extent that the Damages are caused by County's or Nossaman's willful misconduct or negligence. b. County -Consultant. County shall indemnify, defend and hold harmless Consultant and its owners, partners, officers, directors, employees, agents and representatives that are related to a pre-existing condition of environmental pollution or contamination at the Facility' or that arise directly or indirectly out of or in connection with County's willful misconduct, negligence or failure to perform its obligations hereunder, including any act or omission of County's employees, contractors, agents or representatives; provided, however, that County shall not be liable to Consultant or its owners, partners, officers, directors, employees, agents, and representatives hereunder to the extent that such condition of environmental pollution, contamination, willful misconduct, or negligence of County is exacerbated by the negligence or willful misconduct of Consultant or its employees, subcontractors, agents, and representatives hereunder to the extent that such condition of environmental pollution, contamination, willful misconduct, or negligence of County is exacerbated by the negligence or willful misconduct of Consultant or its employees, subcontractors, agents or representatives. c. County-Nossaman. County shall indemnify, defend, and hold harmless Nossaman and its owners, partners, officers, directors, employees, agents, and representatives from and against any and all Damages suffered or incurred by Nossaman or its owners, partners, officers, directors, employees, agents, and representatives that are related to a pre-existing condition of environmental pollution or contamination at the Facility; provided, however, that County shall not be liable to Nossaman or its owners, partners, officers, directors, employees, agents, and representatives hereunder to the extent that such condition of environmental pollution or contamination is exacerbated by the negligence or willful misconduct of Nossaman or its employees, subcontractors, agents or representatives. 11. Indep ndent Contractor. Consultant is an independent contractor. Neither Consultant nor its employees, agents, subconsultants or subcontractors are to be construed as the agents, servants, partners, or employees of County or Nossaman 7 63907973.v2 or to have authority to act for or on behalf of County or Nossaman. Without limiting the generality of the foregoing, nothing in this Agreement shall authorize Consultant to make any contract, agreement, warranty, or representation on behalf of County or Nossaman or to incur any debt or other obligation in County's or Nossaman's name. 12. County Hazardous Waste. The parties hereto agree that County is responsible for the disposal of contaminated drilling cuttings and other hazardous materials, if any, retrieved in connection with this Agreement. The County and Nossaman recognize that Consultant's services do not include generating, storing, transporting, or disposing of substances considered to be hazardous and requiring permits under federal, state, or local environmental laws. As part of its professional services and using its professional judgment, Consultant shall recommend to County options for the transportation of and disposal sites qualified to handle and accept any hazardous materials retrieved pursuant to this Agreement. Upon County's approval of the recommended transporter and disposal site, Consultant may act on County's behalf to arrange for transportation and disposal with such recommended transporter and disposal site. Provided Consultant exercises care in the performance of its duties hereunder, including, but not limited to, recommending a transporter and disposal site, executing documents as set forth above and handling and disposing of hazardous materials, County agrees to defend, indemnify and hold Consultant harmless from and against all claims, liabilities and damages (including reasonable attorneys' fees) arising from or related to Consultant's performance of its duties in accordance with this section. 13. Insurance: Taxes; Laws and Regulations. a. Insurance. b. Consultant shall maintain the following insurance Coverage in full force and effect: 1. Comprehensive general liability coverage in the amount of not less than $1,000,000 combined single limit for personal injury and property damage caused by Consultant, its employees, agents or subcontractors in performing the Services; 2. Workers' compensation in the amount required by all applicable laws; 3. Employer's liability coverage to a limit of not less than $1,000,000 each occurrence; 4. Errors and omissions (professional liability) coverage in the amount of not less than $1,000,000 per claim and in the aggregate; and 8 63907973.v2 5. Automobile and vessel liability coverage (bodily injury and property damage), including non -owned and hired vehicles, in the amount of $1,000,000 combined single limit. c. All such insurance, except errors and omissions, shall name County and Nossaman as additional insureds and shall include a waiver of any right of subrogation the carrier(s) may have against any such additional insureds to the extent such waiver is permitted by the terms of the applicable policies. d. Insurance deductibles, if any, shall not exceed $250,000 per claim or occurrence, as applicable and shall be absorbed entirely by Consultant with no contribution by County or Nossaman. e. Consultant shall require its insurance underwriters or their agents to furnish County and Nossaman with certificates of insurance evidencing compliance with this Section 13(a), which certificate(s) shall provide that no cancellation or nonrenewal of the policies referred to herein shall occur without thirty (30) days' prior written notice to Nossaman and County. Consultant shall, to the extent possible, notify County and Nossaman prior to any material change in any insurance required by this Agreement. Where prior notification is not possible, Consultant shall notify County and Nossaman immediately upon learning of any such material change. b. Taxes. Consultant shall have full and exclusive liability for he payment of any and all taxes and contributions for unemployment insurance or benefits, retirement benefits pensions, annuities or similar benefits which may now or hereafter be imposed by law or collective bargaining agreements with respect to Consultant's employees performing the Services. c. Compliance with Law. Consultant and its employees, agents and representatives, including subcontractors, shall at all times during the performance of the Services comply with all appliable or relevant federal, state and local laws, ordinances, statutes, permit conditions, rules, regulations, and agency guidance documents and interpretive memoranda including without limitation those related to wages, hours, fair employment practices, anti -discrimination, safety and working conditions, and environmental protection. 14.2sputes and Mediation; Attorneys' Fees. a. Mediation. All claims, disputes or controversies between the Parties arising out of, or relating to, this Agreement or breach thereof or the performance 9 63907973.v2 of the Services by Consultant, its employees, agents and subcontractors, shall be resolved in accordance with the following procedures: 1. The Parties will attempt to resolve any dispute arising between them in a cooperative manner. The existence and substance of any negotiations pursuant to this Section shall be considered confidential under this Agreement, shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and any comparable provision, and shall not be used by any Pary in any court, agency, or tribunal in the country for any reason. 2. In the event that the Parties are not successful in resolving a dispute, as set forth in subsection (1) the parties shall endeavor to resolve the dispute by non -binding mediation using a neutral mediator mutually acceptable to the Parties and with the costs thereof shared equally. All proceedings pursuant to this Section shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and any comparable provision, and shall not be used by any Pary in any court, agency, or tribunal in the country for any reason. 3. Any request for mediation shall be made within a reasonable time after the dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. 4. The Parties shall share the mediator's fee equally. 5. Notwithstanding anything to the contrary contained in this Section, the Parties reserve the right to seek legal and equitable remedies with respect to the enforcement of any provision of this Agreement. 15. Force Majeure. No Party to this Agreement shall be considered in default in the performance of its obligations under this Agreement if and to the extent such performance is prevented or delayed by acts of God, acts of war acts of terrorism, governmental restraint, or other events of nature that could not with reasonable diligence be controlled or prevented by the Party whose performance is prevented or delayed. Unless the force majeure event substantially frustrates the performance of the Services, such event shall not operate to excuse, but only to delay, the performance of the Services. In the event of such delay, the time for performance of the Services shall be extended for as long as is reasonably necessary in light of the force majeure event, provided that the time for 10 63907973.v2 performance shall not be extended for a greater period than the actual period of delay resulting from the force majeure event. In the case of a force majeure event that does not substantially frustrate the performance of the Services, Consultant shall adopt all reasonable measures necessary to avoid or minimize delay and shall restart the Services as soon as is reasonably possible following termination of the force majeure event. 16..Notices. All notices required or provided for under this Agreement, including but not limited to notice of termination or suspension under Section 5 shall be in writing and shall be effective if delivered personally or sent by certified mail, return receipt requested with postage prepaid, or by overnight carrier. In addition, notice shall be provided by electronic mail as follows: If to Nossaman: Nossaman LLP 719 Second Avenue, Suite 1200 Seattle, WA 98104 Attention: Leslie Nellermoe Inellermoe@.nossaman.com If to County: Grant County Director of Public Works 124 Enterprise St. SE Ephrata WA 98823 Attention: Andy Booth abooth@grantcountywa.gov If to Consultant: Strata Geoscie n ces 851 Poplar Place S. Seattle, WA 98144 Attention: Travis Klaas travis@stratageosciences.com Any notice sent by certified mail, return receipt requested, will be deemed give and received as of the documented date of return receipt. Any notice or communication given by personal delivery or sent by overnight carrier shall be deemed given upon receipt. Any party hereto may chang its notice address by giving notice to the other parties in the manner set forth above, but any change shall not be effective until received by the other Parties. 17.Client Furnished Information. County is responsible to provide, by map or drawing, a description of the property, its location and the location of any buried structures or utilities. Consultant will not be held liable for damage or injury to subterranean structures (pipes, tanks, telephone cables, liners, etc.) nor to injury to persons arising from damage to subterranean structures, which are not called to our attention and correctly shown on the plans furnished to Consultant in connection with its work. County agrees to indemnify and hold harmless 11 63907973.v2 Consultant for any and all omitted or incorrect location information as provided in the Indemnification section of this Agreement. 18..Right of Entry. Unless otherwise agreed, Consultant will be furnished right of entry on the land to make planned borings surveys and other explorations, Consultant will take reasonable precautions to minimize damage from use of equipment. 19.,Sample Retention. Due to the expense of storage and limited storage life of samples, Consultant will discard samples sixty (60) days after submission of the report unless arrangements are made for repackaging and storage fees. Alternatively at the client's request the samples will be delivered to the County and at the County's expense. 20..Subsurface Risks and Site Damage. The County recognizes that special risks occur and "guarantees" cannot be expected whenever professional consulting services are applied in evaluating subsurface conditions. Consultant cannot eliminate these risks altogether but can apply professional techniques to reduce the risks to a level considered tolerable and the County agrees to accept that level of risk. County recognizes that the use of exploration and test equipment may unavoidably damage or alter the property surface or subsurface and the County agrees to assume responsibility for such unavoidable damages or alterations. Further, County assumes responsibility for personal or property damage due to interference with subterranean structures, including but not limited to subsurface pipes, tanks, and utility lines, that are not called to Consultant's attention in writing or correctly shown on plans provided by County. 21.,Governinq Law. The validity of this Agreement or any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by, and construed in accordance, the laws of the State of Washington. 22. Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided if possible in order to achieve the intent of the Parties. In any event, all other provisions of this Agreement shall be deemed valid, binding, and enforceable. 23.,Non-Waiver. The failure of any Party to enforce its rights under any provision of this Agreement shall not be construed to be a waiver of such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach. 24. Entire Agreement, Amendment., This Agreement constitutes the entire agreement among the Parties concerning the subject matter hereof and supersedes any and all other communications, representations, proposals, understandings or agreements, either written or oral, among the parties hereto with respect to such subject matter. This Agreement may not be modified or amended, in whole or in part, except by a writing signed by all Parties. 12 63907973.v2 25. Captions. The captions in this Agreement are for convenience and descriptive purposes only, are not a part of this Agreement, and do not in any way limit or amplify the provisions hereof. 26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. Grant County PrintedNarr`: ,c.S Title: C SS� Date: �a • �3 • S—� StrataGeosciences Printed Name: Travis Klaas Title: Principal Date: 12/11/2025 Nossaman LLP By: Printed Name: Leslie Nellermoe Title: Partner Date: 12/13/2025 13 63907973.v2 The Services to be performed under this Agreement include any and all activities required for compliance with the Agreed Order between the Washington Department of Ecology and County. 14 63907973A Strata Geosc'iences December 5, 2025 Andy Booth Grant County Public Works 124 Enterprise Street SE Ephrata, WA 98823 Re: Proposed scope of work and cost estimate for hydrogeologic services to support Ephrata Landfill RIF S and Interim Action Dear Andy, Strata Geosciences (Strata) has prepared the following scope of work and cost estimate for providing hydrogeological services associated with the Interim Action Monitoring Activi- ties under Agreed Order number DE 3 810, Amendment Number 3 for Grant County Public Works (County). This scope of work covers tasks through the anticipated end of the Interim Action, December 31, 2026. Any Interim Action groundwater monitoring beyond the two year time period are not covered in this scope of work. This proposal is subject to the terms and conditions of the services contract to be finalized by negotiation between the parties, based on the services contract provided by Nossaman LLP. Tasks under this contract include the following: 1. Project Planning, Coordination and Management 2. Interim Action Groundwater Monitoring 3. Regulatory Strategies 4. Technical Advisory Services in Support of Anticipated Litigation 5. Additional Services as Requested 1.0 PROJECT MANAGEMENT Strata project manager and technical lead will participate in meetings i with other consult- ants to discuss technical issues and communications with Ecology during interim action 1 This scope and cost estimate assumes Strata personnel will not be attending previously required weekly' meetings. 851 Poplar Place S, Seattle, WA 98144 Expertise 0 Integrity 0 Solutions Ephrata Landfill RIFS and Interim Action Proposed Scope of Work monitoring. Strata's project manager will develop monthly invoices, progress reports, and support documentation for grant reimbursement. Strata's project manager will also com- municate with other consultants, the Washington Department of Ecology (Ecology), and Grant County as required to promote efficient project progress. Strata will conduct three sampling events at approximately 23 wells in accordance with the approved groundwater monitoring plan. Strata will generate groundwater monitoring re- ports for the four semi-annual groundwater sampling events in support of the Expanded Multiphase Extraction Pilot Test Interim Action. Strata will subcontract laboratory anal- yses to Analytical Resource Inc (ARI) of Tukwila, Washington. Upon receipt of data, Strata will conduct a data validation review, process/import the data into Strata's project database, and submit data to Ecology's Environmental Information Management (EIM) database. Strata will support Parametrix (contracted separately) with reporting elements of the In- terim Action Work Plan including pilot testing and reporting activities as described in the Expanded MPE Pilot Test Interim Action Work Plan, including the monthly Interim Action Progress Report and the Interim Action Completion Report. Strata will assist with regulatory strategies pertaining to Model Toxics Control Act (MTCA) requirements and Ecology guidance relating to matters of investigation, data eval- uation, feasibility studies, and draft Cleanup Action Plans as the project proceeds and as these future deliverables inform the Interim Action. Strata will also assist in interpreting and responding to comments from the City of Ephrata as needed. 4.0 TECHNICAL ADVISORY ENVIRONMENTAL SERVICES Strata will provide environmental services that may involve reviewing and evaluating rel- evant environmental data, reports, and other information; preparing technical materials; providing confidential legal services; and providing other support the Client or Grant County may require (collectively, the Services). Strata's performance of the Services is specifically at the request and direction of the Client. Strata's Services are that of an envi- ronmental technical advisor, and its work product is understood to constitute attorney work product and attorney -client privileged communications prepared in anticipation of litiga- tion. Additional Services as Requested We have included this task to cover unforeseen tasks and costs such as those related to the feasibility study assistance, cleanup action planning, scope changes due to regulatory or P a g e 12 Strata Geosciences Expertise O Integrity O Solu- tions Ephrata Landfill RIFS and Interim Action Proposed Scope of Work stakeholder input, out of scope support as requested by the County. Additional services may be performed during the term of the contract on an "as needed basis" upon client approval or formal task authorization. This project will be conducted on a time and materials basis and any hours not required for this project will not be billed. Our estimated cost to provide hydrogeologic services in this scope of work is $215,652 including the (Additional Services as Requested) Table 1. Closing Thank you for the opportunity to submit this proposed scope of work and cost estimate. Please do not hesitate to contact us with questions or comments. We look forward to assisting the County with this project. Respectfully submitted, Travis Klaas Principal Hydrogeologist Strata Geosciences /// �j7 1P jf. (?'1Y� (/''��/'`�� �j'''�) �^`qt 6('� ♦ {(. ye�/'9' (/"�, /( °[mil t.ra i .i..s( ,strata iL �e I..J V V�.i Vs+.♦...AA'b/ �b s.com O: 206-329-7587 C: 206-293-7896 Ephrata Landfill RIFS and Cleanup Action Plan Proposal 12-5-25.docx Strata Geosciences P a g e 13 Expertise 0 Integrity 0 Solutions Table 1. Cost estimate for Hydrogeologic Services to Support Ephrata Landfill RIFS Interim Acti Strata Hourly Labor Estimates Direct Costs Task Number Tas SubtaskSenior Senior Proj Manag. GIS/ Project Project Staff .ieochemist Hydrogen Lead HG HG AnalystHG Modeler Hydrogen Hydro Admin. Total Labor Cost (includes 10% markups Subtask Cost Task Cost $300/hr $225Ar $180/hr $180/hr $180/hr $140Ar $125/hr $95Ar 1. Project Planning, Coordination and Management $18,820 1.1 Client Communication, Meetings 18 36 2 2 $ 12,520 $ 12,520 1.2 Task Tracking, Invoicing 4 22 12 $ 6,300 $ 6,300 2. Interim Action Groundwater Monitoring $ 165,708 2.1 Groundwater Sampling 12 180 180 $49,860 Rental Truck and lodging $ 7,200 $ 57,060 2.2 Semi Annual Groundwater Reporting' 8 6 24 12 24 70 50 $ 30,600 PerDtem $ 1,800 $ 32,400 2.3 Interim Action Progress Report Review 16 $ 4,800 water quality lab analysts $ 62,700 $ 67,500 2.4 Interim Action Completion Report Review 12 $ 3,600 Rental Field equipment $ 5,148 $ 8,748 3. Regulatory Strategies $ 4,320 3.1 Meetings and communications regarding Regulatory Strategies 12 4 $ 4,320 $ 4,320 4. Technical Advisory Services in Support of Anticipated Litigation $ 7,200 4.1 Environmental Support Services 24 $ 7,200 $ 7,200 Total Hour Estimates 94 6 98 12 26 252 230 12 Subtotal Dollars $ 28,200 $ 1,350 $ 17,640 $ 2,160 $ 4,680 $ 35,280 $ 28,750 $ 1,140 $119,200 $76,848 $196,048 Additional Services As Requested $ 19 604 Estimated Project Costs $ 215,652 Assumptions: ' This assumes monitored natural attenuation analysis will not be updated in 2026. 2 Additional Services, possible situations leading to drawing on these funds include: support with feasibility report additions or revisions, assistance with cleanup action planning, other out of scope tasks as requested by the County. Task/Subtask Number 1.1 This task assumes Strata Geosciences will not be attending weekly meetings as we have in the past. This can be revised at the County's request. 2 All direct costs are subject to a 10% markup with the exception of travel related expenses. 2.1 This assumes two Strata Staff will be in the field for three sampling events. 2.2 This assumes Strata Staff will generate three groundwater reports.