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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: Shilo Nellis CONTACT PERSON ATTENDING MEETING: Sam Castro CONFIDENTIAL INFORMATION: []YESM NO ®Agreement / Contract • Bids / RFPs / Quotes Award • Computer Related FlFacilities Related D Invoices / Purchase Orders DMinutes ElPolicies F-1 Recommendation •Tax Levies DAP Vouchers 013id Opening Scheduled El County Code F1 Financial F]Grants — Fed/State/County E]Ordinances ❑Proclamations OProfessional Serv/Consultant =hank You's DATE: 09/07/2023 PHONE:A3501 DAppointment / Reappointment DARPA Related D Boards / Committees 0 Budget MErnergency Purchase 0 Employee Rel. F] Funds 1-1 Hearing DLeases DMOA / M O U D Out of State Travel El Petty Cash El Request for Purchase F-1 Resolution 0 Support Letter OSurplus Req. OTax Title Property 0WSLCB Local Agency Standard Consultant Agreement, Varela & Associates, 2023 Gravel Roads Upgrades Prioritization, Authorized amount $46,888, Gravel to Oil Rating to be completed by 12-31-2023 Signature:_ (Prosecutor/Deputy Prosecutor) // 4,W[ &--,- PROVED DDENIED XABLED/DEFERRED/NO ACTION TAKEN [:ICONTINUED TO DATE: OOTHER DATE OF ACTIONYt Local Agency Consultant/Address/Telephone Standard Consultant Varela & Associates, Inc. d/b/a Agreement Varela Engineering & Management 601 West Mallon Suite A VArchitectural/Engineering Agreement Spokane, WA 99201 El Personal Services Agreement (509) 328-6066 Agreement Number Project Title And Work Description 2023 Grant County Gravel Roads Federal Aid Number Upgrades Prioritization Agreement Type (Choose one) El Lump Sum Lump Sum Amount $ El Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method DBE Participation [:1Actual Cost Yes 40 % Federal ID Number or Social Security Number 91-1409139 ❑Actual Cost Not To Exceed % ❑Fixed Overhead Rate % Do you q- 99 requine 4 , wir CA for IRS? Completion Date Fixed Fee $❑Yes- No Dec 31, 2023 Total Amount Authorized $ $46,888.00 ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate Management Reserve Fund $ Cost Per Unit of Work Maximum Amount Payable $ $46)888.00 Index of Exhibits (Check all that apply): law WExhibit A- I Scope of Work ❑ Exhibit A-2 Task Order Agreement Exhibit B-1 DBE Utilization Certification E] Exhibit C Electronic Exchange of Data [] Exhibit D-1 Payment - Lump Sum El Exhibit D-2 Payment - Cost Plus El Exhibit D-3 Payment - Hourly Rate n Exhibit D-4 Payment - Provisional [I Exhibit E-1 Fee - Lump/Fixed/Unit El Exhibit E-2 Fee - Specific Rates El Exhibit F Overhead Cost n Exhibit G Subcontracted Work El Exhibit G-1 Subconsultant Fee THIS AGREEMENT., made and entered into this between the Local Agency of —Grant County El Exhibit G-2 Fee -Sub Specific Rates El Exhibit G-3 Sub Overhead Cost EI Exhibit H Title VI Assurances El xhibit I Payment Upon Termination of Agreement xhibit J Alleged Consultant Design Error Procedures xhibit K Consultant Claim Procedures VQ#"hibit L Liability Insurance Increase xhibit M-1 a Consultant Certification VExhixhibit M- lb Agency Official Certification ibit M-2 Certification - Primary xhibit M-3 Lobbying Certification x bit M-4 Pricing Data Certification El App. 31.910 Supplemental Signature Page and the above organization hereinafter called the "CONSULTANT". DOT Form 140-089 EF Page I of 8 Revised 3/2008 day of 1 2023 9 ,, Washington, hereinafter called the "AGENCY" WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. 11 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "X' attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and. Women Business Enterprises (VV -BE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion tune. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. A Sub -Contracting The AGENCY permits sub -contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub -consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub -consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub -consultant shall be substantiated in the same manner as outlined in Section V. All sub -contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT -without prior written permission of the AGENCY. No permission for sub -contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub -consultant is required to perform a minimum amount of their sub -contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. 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 the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. Vill Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 1.00-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H' in every sub -contract, including -procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "F' for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work 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 above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. X1 Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director. of Public Works. or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however,, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K!'. X11 Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of 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 to such action shall 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. Page 5 of 8 X111 Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws. and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. I The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an 'Independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers, The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the 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. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The, CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage.. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M- I (a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties,, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. By By Consultant Jesse Cowger, PE Agency DOT Form 140-089 EF Revised 3/2008 Page 8 of 8 Exhibit A-1 Scope of Work Project No. Update of gravel roads upgrades prioritization. Refer to Attachment A-1 Supplement Documents To Be Furnished By The Consultant Results will be summarized in a technical memo and an updated scoring spreadsheet will be provided. Refer to Attachment A-1 Supplement DOT Form 140-089 EF Exhibit A-1 Revised 6/05 ATTACHMENT A-1 SUPPLEMENT SCOPE OF SERVICES, COMPENSATION, SCHEDULE, AUTHORIZATION TO PROCEED 1. SCOPE Scope of Services Update prioritization of gravel roads upgrades using evaluation criteria, spreadsheet, and scoring framework/calculation from previous prioritizations (provided by Grant County). Workp=, The following nine characteristics of each gravel road segment will be updated/confirmed: 1. General Traffic Volume / Commercial Traffic (trucks) 2. Number of Residences Near Road 3. School Bus Routes 4. Missing Link and Network Completion 5. Road Maintenance Cost 6. Dust Susceptible Crops 7. Safety 8. Arterial Non -Arterial 9. Land Value (Agricultural) Refer to Exhibit A-1 Supplement for further detail regarding assumptions and approach to updating/confirming each gravel road characteristic. The updated data from each characteristic will be entered into the scoring spreadsheet provided by Grant County and updated overall segment scores calculated using the same methodology, equations, and weighting as the past prioritization. Deliverables Varela will provide Grant County a draft technical memo summarizing the results of the updated prioritization. Varela will integrate Grant County feedback into the report and issue a final report. Varela will also provide Grant County the updated scoring/ranking spreadsheet in MS Excel format. Ill. COMPENSATION Compensation will be based on the number of miles of gravel road rated and updated in the prioritization by Varela for Grant County, at a rate of $323.37 per mile (refer to Exhibit A-1 Supplement for basis of cost per unit of work). Work will be invoiced monthly. Payment by Grant County will be 75% of the invoiced amount. The remaining 25% will be paid upon acceptance of the data by the County. The County will review and determine acceptance of the rating data within 21 days of Varela providing deliverables. 111111. SCHEDULE Field rating and submission of all rating data shall be completed no later than December 31, 2023 108 -02 -01 -Grant County Agr. Att I (2023-05-17).doc IV. AUTHORIZATION TO PROCEED Authorization to proceed shall be effective upon execution of this Agreement by the County. 108 -02 -01 -Grant County Agr. Att I (2023-05-17).doc Exhibit bit A-4 Sup le , ent Grant County _PROJECT: 2023 Gravet Roads U p9ra es, Pdotitization: Consultant ee F Determinationar n dost Per it-bf,Wo& 5/1772023 Per Diem: assume 14 per them equivalents required for field work. Per Diem rate of $96 lodging and $59 MME. Estimated Hours JiC $ 2,170 Principal Enqineer Tech. Clerical Other Report of findings 8 $170 $150 $135 $85 Final revisions based on Owner input 4 2 Miscellaneous expenses (mileage, etc.) $ 400 Update of Prioritization of Gravel Road Upgrades Total Hours 36 233 14 8 Estimated Cost $ 6,120 Staffing in 2000 Grant County began prioritizing gravel road upgrades by $ 1,890 $ 680 $ 3,248 $ 46,888 1 TOTAL (Labor + Expenses) $ 46,888 TOTAL MILES TO BE RATED 145 miles 05T PER, UNIT OF WORK $.,323.37 = mile scoring and ranking the gravel roads based on characteristics and criteria developed with a consultant and a stakeholder advisory committee. This spreadsheet provides an estimate for updating the gravel roads upgrades prioritization using the same nine criteria categories as the previous prioritization. The numbering of categories matches the numbering in Appendix C provided by Rob Harris (Assistant County Engineer). Project management, administration, and coordination 20 8 1. General Traffic Volume / Commercial Traffic (trucks) Grant County to provide traffic counts for roads in prioritization Integrate traffic counts into updated scoring for this category 8 2. Number of Residences Near Road Update count of residences within 500 feet of gravel roads. Labor for field work. for this task estimated after. Element 9 below. Integrate field data into updated scoring for this category 8 3. School Bus Routes Update bus route information by contacting transportation directors at the the nine school districts listed on the current prioritization to determine 16 4 whether sements fall on bus routes and the approximate number of trips I per day. Integrate info into updated scoring for this category 4. Missing Link and Network Completion Grant County to provide current functional class, FGTS classification for all segments to allow confirmation/update of missing link/ network 8 2 completion characteristics for segments. 5. Road Maintenance Cost Assume Grant County Maintenance Staff will provide the maintenance cost rating for segments (per Appendic C, assume two possible designations for 4 points relating to maintenance cost: H -10 points, R = 4 points). Varela will input these scores Into the scoring spreadsheet provided by Grant County. 6. Dust Susceptible Crops Update crop information along length of segment. Assume the following crop categories: grain, orchards, irrigated row crop, hay/alfalfa, grapes, Irrigated pasture. Labor for field work for this task estimated after Element 9 below. Integrate field data into, updated scoring for this category 8 7. Safety I Grant County to provide recorded accidents for the 81 road segments for the last five years. Varela will perform a field review of any segments new to the list since the last prioritization to determine whether any of the new segments have a poor combination of steep grade and vertical/horizontal I alignment deficiencies that affect safety of the segment. 8. Arterial/Non-Arterial I Confirm/update arterial/non-arterial designation in scoring spreadsheet provided by Grant County. Assume Grant County provides data on functional class for all segments. Assume FFCs of 7, 8, and 17 will receive 4 2 points as arterials. 9. Land Value (Agricultural) Update per -acre figures for assessed value of agricultural land uses. Update the agricultural uses for segments. Labor for field work for this task estimated below. Integrate field data into updated scoring for this category 8 Field Work to Collect Data for Elements 2, 6, 7, and 9 Plan, coordinate field startup 8 Assume 10 miles of segments can be visited and updated per day with 145 fatal milp,,- 10 -how riays 145 Mileage: assume three round trips from Spokane to Grant County (100 miles x 3 x 2) and rating mileage of 30 miles per day due to distance between segments (435 miles). IRS mileage rate of 65.5 cents/mile $ 678 Per Diem: assume 14 per them equivalents required for field work. Per Diem rate of $96 lodging and $59 MME. $ 2,170 I Report of findings 8 20 4 Final revisions based on Owner input 4 2 Miscellaneous expenses (mileage, etc.) $ 400 Total Hours 36 233 14 8 Estimated Cost $ 6,120 $ :34,950 $ 1,890 $ 680 $ 3,248 $ 46,888 1 TOTAL (Labor + Expenses) $ 46,888 TOTAL MILES TO BE RATED 145 miles 05T PER, UNIT OF WORK $.,323.37 = mile VARELA 2023 Gravel Road Prioritization Update Estimate.xisx Engineering & Management Exhibit J 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 and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1—Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Effor(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 manger and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) 'issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design errors) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region DOT Form 140-089 EF Exhibit J Revised 6/05 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 errors) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K 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 effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1-- Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: 0 Summation of hours by classification for each firm that is included in the claim; 0 Any correspondence that directed the consultant to perform the additional work; 0 Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and 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 Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140-089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: 0 Copy of information supplied by the consultant regarding the claim; e Agency's summation of hours by classification for each firm that should be included in the claim; 0 Any correspondence that directed the consultant to perform the additional work; 0 Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; 0 Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); 0 Explanation to describe what has been instituted to preclude future consultant claim(s); and 0 Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures), If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. I hereby certify that I am representative of the firm of Exhibit M -1(a) Certification Of Consultant Jesse Cowger, PE Project No. Local Agency and duly authorized Varela & Associates, Inc. d/b/a Varela Engineering & Management whose address is 601 West Mallon, Spokane, WA 99201 and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the 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 (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available 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 subiect to a'DDlicable State and Federal laws. both criminal and civil. September 6, 2023 Date DOT Form 140-089 EF Exhibit M -1(a) Revised 6/05 Signore Exhibit M-1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Grant County Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any f=, person, or organization, any fee, contribution, donation, or cons Weration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available 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. Date DOT Form 140-089 EF Exhibit M -1(b) Revised 6105 Signature Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matte rs.,Pri ma ry Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm). Varela & Associates, Inc. d/b/a Varela Engineering & Management September 6, 2023 (Date) DOT Form 140-089 EF Exhibit M-2 Revised 6/05 (Signature) Pre e ent or Auth#ized Official of Consultant Exhibit M-3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I. 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 an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Deport Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): Varela & Associates, Inc. d/b/a/ Varela Engineering & Management September 6, 2023 (Date) DOT Form 140-089 EF Exhibit M-3 Revised 6/05 (Signature) Pres i nt or Auth zed Official of Consultant Exhibit M-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 15.401 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 this Agreement are accurate, complete, and current as of September 6, 2023 * *. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm Varela & Associates, Inc. d/b/a Varela Engineering & Management Name Title President Date of Execution"* September 6, 2023 Identify the proposal,, quotation,, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). Insert the day, month, and year when price negotiations were concluded and price agreement was reached. Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 140-089 EF Exhibit M-4 Revised 6/05 Washington State Fransportation Department oT August 23, 2023 Varela & Associates,, Inc. (dba Varela Engineering) 601 W. Mallon Ave., Suite A Spokane, WA 99201 Development Division Contract Senlices Office PO Box 47408 Olympia, WA 98504-7408 7345 Underson Way SW Turn wAter, WA 98501-6504 TTY: 1-800-888-6888 www.wsdot.wa.gov Subj ect: Acceptance FYE 2022 ICR - Risk Assessment Review - Local Agency Dear Ben Varela: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2022 ICR of 156.33%. This rate will be applicable for Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your- firm is responsible for determining the acceptability of the ICR. ini If you have any questions, feel free to contact our office at (360) 704-6397 or via email icons ultantrateskwsdot.was .901. Regards-, ScGca�zl� tfa��� S chatzie Harvey (Aug 24, 2023 06: 6 P D T) SCHATZIE HARVEY, CPA Contract Services Manager SH:BJ0