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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: victoria Seim CONTACT PERSON ATTENDING ROUNDTABLE. Cade Egbert CONFIDENTIAL INFORMATION: ❑YES LINO DATE:10.29.2026 PHONE: 509-754-6082 • • :Zj� ©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 Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Proposal• P2613760 between -• -c Consultants and Grant CountyPublic Works for Phase 1 for Highland Pit No. 2 hydrogeologic assessment, not to exceed $34,000 and to begin by September 14, 2026. Signature needed by the chair on page 3. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO *1 N/A LEGAL REVIEW: If this document__requires legal review, route to Waal for rev'iew prior to submission. If necessary, was this document reviewed by legal? YES ❑ NO ❑ N/A DATE OF ACTION: l/ ,j Zv APPROVE: DENIED ABSTAIN D 1.-= D�= D3: DEFERRED OR CONTINUED TO: WITHDRAWN: 4/23/24 Geosyntecf�' Contract Order Client: Grant County Public Works Attn: Katherine Bren 124 Enterprise St. SE Ephrata, WA 98823 Project Name: Highland Pit No. 2, Grant County, WA Subject: Phase 1 Preliminary Review - Scope of Work Description of Work Date: September 2, 2026 Contract No.: 1 Proposal No.: P2613760 Geosyntec Consultants, Inc. (Geosyntec) is supporting Grant County Public Works (County) with a hydrogeologic study of the County's Highland Pit No. 2 aggregate facility (Site). The study is required under the Department of Natural Resources (DNR) Surface Mining Reclamation Permit for the Site. This Contract Order provides the scope and costs for the initial review of existing information (Phase 1). The purpose of the assessment is to determine whether an existing pond within a previously mined portion of the Site (i.e., within an existing pit) is a surface expression of groundwater. In other words, the County seeks to determine if groundwater would occur in this area (at a similar elevation) as the current pond under undisturbed conditions (i.e., mine and pit not present). The determination and accompanying hydrogeologic report are intended to serve as a groundwater study, which is an. additional requirement for "Mines in Hydrologically Sensitive Areas" under DNR Reclamation Permit Application form SM-8A. Per DNR's guidance materials, the scope of the information requirements for the groundwater study will vary depending on "site characteristics and project scale." Geosyntec is proposing a phased, decision -focused approach to give the County clear decision points before committing to additional field investigation or monitoring. The need for additional work, including field data collection activities, will be determined as part of this Phase 1 evaluation. Phase 1 Scope of Work Phase 1 will focus on compiling and reviewing existing information, developing a preliminary conceptual model of Site conditions, and identifying any data gaps that could affect the groundwater determination or related permitting requirements. Using the available information, Geosyntec will evaluate the hydrogeologic setting, compare approximate groundwater elevations near the Site with the pond water -level elevation, and develop a preliminary assessment of potential down - gradient water quality and water quantity impacts. Potential data gaps will be identified and summarized in the draft report and communicated to the County during project check -in communications. Cost Time and Materials, Not to Exceed: $34,000 www.geosyntec.com Contract Order No. 1 Proposal No. P2613760 Under Phase 1, Geosyntec will: • Conduct a 1-day site visit to observe field conditions and evaluate the existing pond, estimate the approximate pond water -level elevation, and (if accessible) measure groundwater levels in nearby existing wells; • Review and map nearby well logs using Ecology's Well Report Database to evaluate completion intervals, static water levels, production rates, and other relevant hydrogeologic characteristics of area wells; • Review and analyze the existing reclamation plan, permit submittals, DNR inspection reports, and related correspondence with DNR; • Review available geologic maps and regional hydrogeologic reports, including aquifer susceptibility information, to characterize the geologic setting and groundwater conditions; • Inventory nearby water rights and water use using Ecology's water rights database and public records requests, if needed; • Review available information on historical and current Operations and conditions at the Site as provided by the County; • Summarize the findings from Phase 1 into a draft Phase 1 Hydrogeologic Report; (we assume one virtual meeting with the County to present the report findings, and one round of County feedback to be incorporated into the final report prior to sharing with DNR); and • Participate in a virtual meeting with DNR and the County to discuss the report findings and any next steps that may be required to meet the County's permitting requirements. If Phase 1 identifies material data gaps, potential receptors, or DNR expectations that cannot be addressed with existing information, Geosyntec will develop a targeted Phase 2 scope for the County's consideration. Phase 2 may include field investigation, drilling, monitoring, or additional analysis designed specifically to characterize the groundwater system and address the County's permitting requirements. Deliverables Monthly status update reports Draft Phase 1 Hydrogeologic Report Final Phase 1 Hydrogeologic Report Schedule We anticipate complicating the initial draft Phase 1 Hydrogeologic Report within 4 months following notice to proceed. If additional field work or analyses are required by DNR, Geosyntec will prepare an updated schedule for the County and DNR's consideration. The Phase 1 workplan is outlined below assuming a start date of September 14, 2026. Page 2 Contract Order No. 1 Proposal No. P2613760 By its signature below and/or authorizing Geosyntec Consultants, Inc. and its subsidiaries and affiliates to proceed in accordance with this Proposal, Grant County Public Works accepts and agrees to the Services, Schedule and Compensation described above and the attached terms and conditions. GEOSYNTEC CONSULTANTS, INC. and its subsidiaries and affiliates CLIENT By: Printed Name: Jay Pietraszek, LHG Principal Hydrogeologist By: V^ __ Printed Name/Date: Kevin R. Burgess, Chair /v' 3' ?'�O �\FS-US-ASP-SEA\Projects\Grant County\Highland Pit No. 2\Contracts\CO01_20260902_P2613760_HighlandPitNo2.docx Page 3 �� m ~���� t4�`���� consultants Attachment ���� Professional ServicesAgreement This Professional Services Agreement ("Aoreement)ia attached to and made opart of the Proposal submitted to Grant County Public Works ("C|ient")byGeosyntec Consultants, Inc., and its subsidiaries and affiliates (collectively ^Gao ). dated September2. 2028. ("Proposal"). Geoeynteo shall pedbmn the scope of services described in the Proposal subject to the following terms and conditions upon acceptance ofthe Proposal orClient's authorization toproceed. The Client and Geooynteo are referred to herein individually as "Party" and collectively as "Parties." 1. 2. ACCEPTANCE OF TERMS The terms and conditions set forth below and the contents of the Proposal shall constitute the full Agreement between the Client and Geoayntecend shall be deemed mutually accepted and effective upon Client signing the Proposa|, issuing on authorization to proceed with the Proposal, or by payment ofeninvoice submitted byGeooynbeo.Any changes or amendment to these terms and conditions orconflicting terms introduced byClient in o purchase order or other document are expressly rejected unless both Parties agree tothe changes in writing and they are incorporated into this Agreement. Any amendment must beinwriting and signed byClient and Geosynboo. SCOPE OF SERVICES The services Geosyntec will provide pursuant hothis Agreement ("Services") are described in the Proposal and any amendments or Change Orders issued thereto, which shall set forth the schedule and estimated charges for the Services. If the Services are to be rendered in connection with a specific location, the Propose} shall also describe the site CLIENT RESPONSIBILITY Client shall provide to Geosyntec, in writing (when applicable), all information relating to Client's requirements for the Project in a timely manner. Client will also provide to Geosyrtecpmmpt written notice ofany suspected deficiency inthe Services to avoid impacts to the progress of the Project and provide Geosyntec with any necessary approvals and decisions. When the Services include on -site activitiea. Client shall also correctly identify the location of subsurface stnuotures, such as pipes, tanks, ceb|es, and utilities. Client oheU notify Beusyntecofany potentially hazardous substances or other health and safety hazards or conditions known to Client existing on or near the Project Site. Client shall be responsible for obtaining all the necessary permits required toexecute the Services and Project work. Geosynteowi|| assist Client with permit applications if that assistance is included in the Services; however, all impacts and obligations will be the responsibility of the Client. Geosyn1eo shall not be liable for any delays related to obtaining permits, whether caused by the C|\ent, regulatory bodies, or other third parties. If Geosyntyc employees are embedded in the Client's organization. the Client shall be responsible for all ovenaight, direction, and work product prepared by the individual at the Client's direction. In addition. Client agrees to hold Geooynteo harmless from any o|eirn related to or arising from ciroumstoncem, octs, or omissions in connection with the Project Site that occurred prior to Geooynteo providing any Services under this Agreement. 4. COMPENSATION, INVOICING, AND PAYMENT The method cfcompensation shall beidentified inthe Proposal. When the method ofcompensation ioona time -and -materials besis. Geomynieo shall submit invoices to Client reflecting the number of hours worked multiplied by the hourly rate reflected in Geoeyntec'srate schedule attached tothe Proposal and any preapproved expenses for reimbursement. The rates and rate schedule for projects lasting more than one (1) year may be adjusted annually. The rates are inclusive of all taxes except the va|ue- added, ao|eo, mervioe, or withholding taxes that are imposed by some 'uriodiciiona, and which shall be explicitly identified. Any such applicable taxes will be added tothe invoice and shall bepaid bythe Client. Gemeyntec shall not be liable for taxes imposed outside the United States, Canada, Australia, |re|and, and the United Kingdom. Where GeoaynteoConaultont Professional Services Agreement 1 02/15/2028 1 Page compensation is subject to a not -to -exceed budget, such limit shall only apply to the total approved budget. Any amount allocated to a task or milestone may be exceeded without Client authorization as long as the total budget limit is not exceeded. Rates for days of actual testimony at depositions, trials, or hearings will be two (2) times the rate shown on the rate schedule. All costs incurred and time spent by Geosyntec responding to subpoenas related to litigation that Geosyntec is not a named party shall be reimbursable in accordance with Geosyntec's then current rate schedule. Geosyntec shall periodically submit invoices to Client. Client shall pay each invoice within thirty (30) days of the date of the invoice. Payment shall not be conditioned upon Client's receipt of payment from any other parties, If Client objects to all or any portion of any invoice, Client shall notify Geosyntec of the objection in writing within fifteen (15) calendar days from the date of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute, Geosyntec may invoice Client for any expense authorized by the Client exceeding $5,000 before the expense has been incurred by Geosyntec. For any payment received by Geosyntec more than thirty (30) days from the date of the invoice, Client shall pay the greater of an additional charge of one percent (1 %) of the amount of the invoice per month or the maximum percentage allowed by law. Payment received thereafter shall first be applied to accrued interest and then to the unpaid principal. The additional charge shall not apply to any disputed portion of any invoice resolved in favor of Client, No deductions shall be made from Geosyntec's compensation on account of penalty, liquidated damages, or other sums withheld from payments to Client or others or on account of the cost of changes in the Services. In addition to the above, if payment of Geosyntec invoices is not maintained on a thirty (30) day current basis, Geosyntec may, by a ten (10) day written notice to Client, suspend further performance and withhold any and all deliverables and data from Client until such invoice payments are restored to a current basis. If the Project Site is in a jurisdiction that requires Geosyntec to pay any subcontractors within a stated period of time, the Client shall make payment to Geosyntec within five (5) days before such time period lapses. 5. CHANGES In the event that Geosyntec provides services beyond those specified in the scope of services or requested by the Client, the Parties shall negotiate an adjustment to the scope, schedule, or fee, and the Change Order shall be equitably adjusted to represent such changes. 6. RECOGNITION OF RISK Client recognizes that services and opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where data are obtained. Client also recognizes that the limited data results in uncertainty with respect to interpreting these conditions despite the use of due professional care. Any cost estimate Geosyntec prepares represents judgment as a design professional and is supplied for the general guidance of the Client. Since Geosyntec has no control over the cost of labor and material or over competitive bidding or market conditions, Geosyntec does not guarantee the accuracy of such estimates as compared to contractor bids or actual cost to the Client. Accordingly, any estimates, forecasts, and predictions provided as part of the Services are presented solely based on the assumptions accompanying the estimates, forecasts, and predictions. 7. STANDARD OF CARE Geosyntec shall render its Services in a manner consistent with the level of care and skill ordinarily exercised by other firms rendering the same services under similar circumstances at the time the Services are performed. The representations provided herein are provided expressly in lieu of all other warranties or conditions, express or implied. All statutory or implied warranties and conditions, including but not limited to those of merchantability and fitness :for a purpose, are hereby expressly negated and excluded. ShOUld an error or omission become apparent in the Services during the term of the Agreement or within ninety (90) days after Services are completed, Geosyntec's liability shall be limited to the correction, of the error or omission and shall be contingent upon Geosyntec being notified promptly of the defect. 8. INDEMNIFICATION To the fullest extent permitted by law, the Parties shall indemnify and hold harmless each other (and each of their respective officers, directors, shareholders, partners, employees, and representatives) from and against all claims, demands, causes of actions, and suits based on or arising from allegations of illness, injuries to persons, destruction of or damage to property, costs, expenses and all reasonable expenses, legal or otherwise, to the extent arising out of the indemnifying Party I s negligent acts or omissions. Geosyntec shall defend and indemnify Client against Geosyntec Consultants Professional Services Agreement 02/15/2026 1 Page 3 any third -party claims alleging that Geosyntec's final Work Products, as delivered, infringe any U,S, copyright, patent, or trade secret, except to the extent such infringement arises from materials or data provided by Client. 9. LIMITATION OF LIABILITY To the fullest extent permitted by law, the liability of Geosyntec, its employees, agents, and subcontractors for claims of loss, injury, death, damage, or expense incurred by the Client, including without limitation, third -party claims for contribution and indemnification, arising out of or relating to Services rendered or obligations imposed under this Agreement or any Change Order issued hereunder, shall not exceed in the aggregate the greater of $100,000 or the amount paid to Geosyntec under the applicable Proposal or Change Order. The Client shall indemnify and defend Geosyntec against any third -party claims, or any claims arising from services rendered by Geosyntec employees embedded in the Client's organization, asserted against Geosyntec exceeding the ;imitation of liability. In addition, neither Party shall be entitled to recover consequential damages, including, without limitation, loss of use or loss of profits, from the other Party, their employees, representatives, agents, subsidiaries, affiliates, successors, or assigns. The foregoing limitations of liability shall apply regardless of whether the allegation is based on a theory of breach of contract, negligence, or other wrongful act but shall not apply if caused by gross negligence or willful misconduct, 10.11NSURANCE Geosyntec shall maintain the following minimum insurance coverage during the term of this Agreement: (i) Workers' Compensation Statutory Employer's Liability $1,000,000 per occurrence (i i) Commercial General Liability $1,000,000 per occurrence or Public Liability Insurance (iii) Comprehensive Automobile Liability $2,000,000 combined single limit (iv) Professional Liability $2,500,000 per claim/$5,000,000 in aggregate Geosyntec shall provide Client with an insurance certificate upon Client's request. 11. DISPUTES The Parties agree to promptly resolve their differences through good -faith negotiations as a condition precedent to filing a formal claim. In the Geosyntec Consultants event disputes remain following such good -faith negotiations between the Parties, the remaining dispute shall be submitted to a senior representative of each Party who shall have the authority to enter into an agreement to resolve the dispute ("Representative"). Tl­ie Representatives shall not have been directly involved in performing the Services and shall negotiate in good faith, If the Representatives are unable to resolve the dispute within three (3) weeks, or within a longer time period as the Representatives may agree, an independent third party that is agreed to by both Panties shall mediate the dispute. Any disputes or portions thereof remaining following third -party mediation shall be determined by remedies at law or equity, as they may be available, subject to the limitations in this Agreement and the venue selection stated ii"i Section 21 below. Any applicable statute of limitations on any claim in any way related to this Agreement shall commence to run, and alleged cause of action shall be deemed to have accrued no later than the date of either Geosyntec's final invoice or termination of this Agreement by either Party.. 12. RIGHT OF ENTRY Client grants Geosyntec a right of entry from time to time for Geosyntec, its employees, agents, and subcontractors to provide the Services- If the Project Site is not owned by Client, Client warrants that permission has been granted for right of entry. If Geosyntec is required to enter into agreement,-) with third parties to obtain access to property to perform the Services, such agreements must be consistent with the obligations imposed on Geosyntec urvakew this Agreement, and the co; npen sation, schedule, and the terms and conditions of this Agreement shall be subject to an equitable adjustment to reflect additional obligations imposed thereunder. If the provisions of any written access agreement between Client and the property owner require the Client's agents, such as Geosyntec, to, name the property owner as an additional insured, those provisions shall be incorporated into this Agreement, Client shall indemnify and defend Geosyntec for any liabilities or claims that may result from a right -of -entry agreement with legal obligations imposed upon Geosyntec greater than those in this Agreement. 13. PROJECT SITE RESPONSIBILITIES Geosyntec shall visit the Project Site as needed to complete the Services. Construction observation responsibilities will occur at appropriate intervals to allow Geosyntec to become generally familiar with the progress and quality of work (contractors' work) to determine whether the work is proceeding in general accordance with the contract documents. Visits to the Project Site and observations made by Professional Services Agreement 02/15/2026 1 Page 4 Geosyntec shall not make Geosyntec responsible for nor relieve the construction contractor(s) of the full responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Geosyntec shall incur no liability for unforeseen costs and/or claims relating to the Services that arise from Project Site conditions that differ from anticipated conditions, including without limitation, any subsurface conditions or systems and/or utility configurations. 14. HAZARDOUS SUBSTANCES "Hazardous Substances" shall refer to any hazardous, toxic, or dangerous substance that. under existing law cannot be introduced back into the environr-rent without additional treatment, In the event that Geosyntec encounters unanticipated Hazardous Substances,, Geosyntec may suspend work for safety reasons until mutually agreeable arrangements are made, including but not limited to, amendments to this Agreement. Solely upon Client's request, Geosyntec may assist Client in identifying options for off -site treatment, storage, or disposal of the Hazardous Substances. Geosyntec will not make any independent determination relating to the selection of a treatment, storage, or disposal facility. Geosyntec will not subcontract such activities through transporters or others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. In the event Parties mutually agree that Geosyntec will sign manifests or arrange for the transportation of waste., Geosyntec will only do so as an agent of the Client and after a Waste Disposal Agency Agreement or comparable form is executed by both Parties. Client shall indemnify, defend, and hold harmless Geosyntec against any claim or loss resulting from Geosyntec's handling of Hazardous Substances. 15. CONFIDENTIALITY Geosyntec will maintain as confidential the provisions of this Agreement and any business information that is not generally known to and cannot be readily ascertained by others and which a reasonable person under the circumstances would consider confidential. Geosyntec will not release, distribute, or publish the same provisions or business information or Geosyntec's test results to any third party without prior permission from Client unless required by law, order of a court, or regulatory body of competent jurisdiction. Geosyntec will give Client prior notice before such a release occurs. Release of any records claimed as Intellectual Property or Confidential by either Party will not constitute a breach of this Agreement if required by applicable Geosyntec Consultants law. Client shall provide reasonable advance written notice to Geosyntec prior to releasing records identified by Geosyntec as proprietary or confidential to allow Geosyntec an opportunity to seek a protective order. 16. INTELLECTUAL PROPERTY AND USE OF DOCUMENTS Provided that Geosyntec has been fully paid for the Services, Client shall have a perpetual, nontransferable license and right to use the documents, r'naps, photographs, drawings, and specifications resulting from Geosyntec's efforts on the Project ( ' Work Products). Except where necessary to give effect to the foregoing limited license, Geosyntec is not granting Client any license for Geosyntec's patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), copyrights, copyrightable works (including coirnpi-iter programs), trade secrets, trademarks, service marks, know-how, database rights, or any other form of intellectual property created, developed, or conceived outside the performance of Services. Geosyntec shall have the right to retain copies of all such materials, Work Products delivered in electronic form are subject to anomalies, errors, misinterpretation, deterioration, and unauthorized modification. Electronic documents provided by Geosyntec and not identified as final work product are furnished solely for convenience. Only those professional work. products bearing Geosyntec's signature or professional stamp may be relied upon by Client or other recipients if approved in writing. Geosyntec may rely on data provided by Client or other third parties without independent verification unless the responsibility for verification is addressed in the Proposal or Change Order. If the Services include the use of a geographic information system (GIS) database, Client acknowledges that any changes to the information contained in the database will result in different results. The Client will be solely responsible for any modifications to the database made by Client. Geosyntec is performing the Services under this Agreement solely for Client and solely with respect to the Project and not for any other party or purpose. No party other than Client shall be entitled to rely on Work Products provided by Geosyntec as part of the Services without Geosyntec's separate written consent. Geosyntec shall have no liability for the use of any Work Products by any party for any purpose other than the Project. Client will indemnify, defend, and hold Geosyntec harmless from any claims by third parties arising from the use of any Work Products. Professional Services Agreement 02/15/2026 1 Page 5 17. DELAYS AND FORCE MAJEURE Geosyntec shall not be responsible for any delays resulting from actions or inactions of the Client or third parties. In the event that Geosyntec field or technical work is interrupted due to causes reasonably outside of its control, Geosyntec's schedule for performance and compensation shall be equitably adjusted (in accordance with Geosyntec's current rate schedule) for the additional labor, equipment, time, and other charges associated with maintaining its work force and equipment available during the interruption and for such similar charges that are incurred by Geosyntec for demobilization and subsequent remobilization. Except for the foregoing provision, neither Party shall hold the other responsible for darnages or delays in performance caused by force majeure, acts of God, or other events beyond the reasonable control of the other Party. Delays within the scope of this Section that Cumulatively exceed forty-five (45) days shall, at the option of either Party, make the Proposal subject to termination for convenience or to renegotiation. 18. SUSPENSION AND TERMINATION If Client suspends the work or Geosyntec's Services for more than thirty (30) days, upon resumption of Services, Client shall compensate Geosyntec for expenses incurred as a result of the suspension and resumption of Services, and Geosyntec's schedule and fees for the remainder of the Services shall be equitably adjusted. If the Services are suspended for more than ninety (90) days, consecutive or in the aggregate, Geosyntec may terminate the Proposal or aggregate, , Change Order upon giving a minimum of five (5) days written notice to the Client. Either Party can terminate this Agreement for cause if the other commits a material and uncured breach of this Agreement, including untimely payment, or becomes insolvent, has a receiver appointed, or makes a general assignment for the benefit of creditors. Termination for cause shall be effective five (5) calendar days after receipt of a written notice of termination unless a later date is specified in the notice of termination. The notice of termination for cause shall contain specific reasons for termination. Both Parties shall cooperate in good faith to cure the causes for termination stated in the notice of termination. Termination for cause shall not be effective if reasonable action has been taken to cure the breach before the effective date of the termination. Client shall pay Geosyntec upon invoice for Services performed and charges incurred prior to suspension of termination plus suspension and termination charges incurred. Termination charges shall include, without limitation, putting Project documents and analyses in order and all other Geosyntec Consultants related charges incurred that are directly attributable to the termination. In the event of termination for cause, the Parties shall have their remedies at law as to other rights and obligations between thern, subject to the terms and conditions of this Agreement. 19. ASSIGNMENT AND THIRD -PARTY RIGHTS Neither Party to this Agreement shall assign its duties and obligations hereunder to a third party without the prior written consent of the other Party. This Agreement shall not create any rights or benefits to parties other than Client and Geosyntec. 20. VALIDITY AND SEVERABILITY The provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as possible to expressing the Parties' intentions regarding the provisions and saves the validity and enforceability of the provision. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remainil,10, provisions or portions shall remain in full force and effect. 21. GOVERNING LAW AND VENUE This Agreement and all disputes related to it shall be governed and construed by the laws of the state of Washington, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Any disputes, controversies, or claims related to this Agreement shall be heard in the state or federal courts located in the state of Washington. The Parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. The Parties agree that the UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement, 22. INTEGRATED WRITING This Agreement constitutes a final and complete repository of the agreements between Client and Geosyntec. It supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. Modifications to the terms and conditions of this Agreement shall not be binding unless made in writing and agreed to by both Parties. Any written authorization or notice to proceed that the Client gives to Geosyntec, regarding Services shall be incorporated into the Proposal or Change Order and shall have the effect of attaching this Agreement to the authorized Services. Professional Services Agreement 02/15/2026 1 Page 6 23. NOTICES, SIGNATURES, AND AUTHORIZED REPRESENTATIVES The signatories of this Agreement and/or the authorization to proceed are the authorized representatives of Client and Geooyntec for the execution of this Agreement. Any information or notices required orpermitted under this Agreement orany Change Order shall bedeemed tohave been sufficiently given if in writing or via email and delivered to the authorized representative at the appropriate address oremail address. GeooynbacConaultonta Professional Services Agreement U2/ 5/2028 1 Page