Contract - 03-14-2023 - 12687 - Amendment No. 1 Personal Services Agreement with Herrera Environmental Consultants, Inc. - Headquarters and Tennant Way Landfills AS-12687 B. 6.
BOCC Agenda
Meeting Date: 03/14/2023
AGREEMENT -Amendment No. 1 to PSA- Herrera Environmental Consultants, Inc.
Submitted For: Susan Eugenis, Public Works Submitted By: Emilie Cochrane, Public Works
Department: Public Works
Information
Subject and Summary Statement
Attached is Amendment No. 1 to the Professional Services Agreement between Cowlitz County and
Herrera Environmental Consultants, Inc.. The original contract agreement was signed on March 8, 2022,
and established engineering consultant services for landfill operations at the Headquarters and Tennant
Way landfills. These services are used to augment staff to maintain daily operations and permit
compliance. Amendment No. 1 is issued to increase the total not-to-exceed amount by $150,000 for a
total of$400,000.
Will Staff Attend - NAME OF STAFF or No
Yes
Department Recommendation
It is the recommendation of the Department of Public Works that the Board move to approve Amendment
No. 1 to the Professional Services Agreement with Herrera Environmental Consultants, Inc. increasing
the amount of the agreement to $400,000 and authorize the document to be executed.
Fiscal Impact
Expenditure Required $: 150000
Budget Sufficient Y-N: Y
Amendment Required Y-N: N
Source of Funds -What Dept ? : Solid Waste
Grant Y-N: N
Attachments
Amendment No. 1
PSA- Herrera Environmental Consultants
Form Review
Inbox Reviewed By Date
Susan Eugenis Susan Eugenis 03/07/2023 01:31 PM
Mike Moss,Public Works Mike Moss 03/07/2023 04:54 PM
Form Started By:Emilie Cochrane Started On:03/07/2023 11:37 AM
Final Approval Date:03/08/2023
AMENDMENT NO. 1 to
Cowlitz County Personal Services Agreement
with Herrera Environmental Consultants, Inc.
1. This Amendment No. 1 to Agreement between Cowlitz County,Washington, ("COUNTY"),and
Herrera Environmental consultants, Inc. ("CONTRACTOR") shall take effect and be in force on
the below stated date of authorization as agreed to by COUNTY and CONTRACTOR.
2. COUNTY AND CONTRACTOR entered into an agreement for personal services, to wit: Board
agenda item AS-11924 approved and executed by the Board of County Commissioners on
March 8, 2022, which compensation has a fixed fee for service not to exceed $250,000.
3. COUNTY is now in need of increasing the personal services total amount under the original
Agreement by $150,000, from $250,000 to $400,000, and CONTRACTOR is amenable to
extending his/her personal services to COUNTY under the same terms and conditions of the
original Agreement, and as set forth below.
4. Both COUNTY and CONTRACTOR agree to modify the original Agreement as in the parties'
best interests and in furtherance of the purposes and intent of this amendment, as set forth
below:
a. Increasing the total not to exceed contract amount by $150,000, from $250,000
to $400,000.
b. Replacing Attachment E of the Agreement with Herrera's 2023 Rate Schedule and
accompanying WSDOT Acceptance Letter of Herrera's FY2021 ICR.
5. Except as provided above in this Amendment No. 1, all terms, conditions, duties, obligations
and provisions of the original Agreement and any prior Amendment(s) shall remain in full
force and effect.
The parties hereto have executed this agreement on this day of A G.vC,h 2023,
and each signatory to this Amendment No. 1 warrants that he/she is duly authorized and
executes this Amendment for and on behalf of the below-inscribed parties hereto.
CONTRACTOR: BOARD OF COUNTY COMMISSIONERS OF
COWLITZ COUNTY, WASHINGTON
Print name: Michael Spillane, P.E. I �, �A
Dennis P. Weber, Chairman
Title: President
Date: March 6, 2023 Ar orte ommissio er
UAF f
4 [�� hard 6ahl, Commissions,
C,owurrz
mcou"W aft EST:
U.p wASNw�nx+ 0
S elly a rowksy, Clerk of Board 3I l�k(Z3
CONTRACT AMENDMENT FORM
HAS BEEN APPROVED BY COWLITZ
COUNTY PROSECUTING ATTORNEYS OFFICE
ATTACHMENT E
Cowlitz County Solid Waste Operations Engineering Services
Herrera Environmental Consultants, Inc.
2023 Labor Rate Schedule
Direct Labor(DL)Cost Overhead on DL Fee(DL+OH) All Inclusive
(DL) 197.78% 15% Hourly Billing Rate
Labor Category Minimum Maximum Minimum Maximum Minimum Maximum Minimum Maximum
Engineer Vlll I Scientist VIII I Planner Vlll 96.84 110.65 191.53 218.84 43.26 49.42 33&63 378.91
Enaineer VII I Scientist VII I Planner VII 91.41 101.19 180.79 200.13 40.83 45.20. -,313.03 346.52
Engineer VI/Scientist VI I Planner VI I GIS Analvst VI 71.60 95.68 141.61 189.23 31.98 42a74 245.19 327.64
Enqineer V I Scientist V I Planner V/GIS Analyst V 54.79 82.95 108.36 164.06 24.47 3Z.`715 187:63 284.06,
Engineer IV 1 Scientist IV I Planner IV I Landscape Architect IV I CAD Technician IV IGIS Analyst IV 49.61 1 72.53 98.12 143.46 22.16 32':40 169,89 248.39
Engineer III/Scientist III I Planner III I Landscape Architect III I CAD Technician III I GIS Analyst III 38.54 61.25 76.22 121.13 17.21 21.id . 131.98 209.74
Engineer II/Scientist 11 I Planner II 1 Landscape Designer II 1 CAD Technician II/GIS Analyst II 34.32 52.70 67.88 104.23 15.33 2354 117.53 1.80.47
Enqineer I/Scientist I I Planner I I Landscape Designer I/CAD Technician I/GIS Analvst 1 26.75 44.43 52.91 87.86 11.95 19.84 91.60 152.13
Environmental Technician 26.80 30.45 53.01 60.22 11.97 13.60 91.78 104.28
Accounting Administrator I,11.Ill.IV.V 34.781 75.97 68.79 150.25 15.54 33.93 119.10 260.15
Project Accountant I,11,111,IV 30.00 51.20 59.33 101.26 13.40 1 22.87 102.73 175.33
Administrative Coordinator 11,III.IV 24.00 42.82 47.47 84.69 10.72 19.13 82.19 146.63
Herrera adjusts salaries annually in January. Maximum DL rate includes a 5%escalation.
Washington State Development Division
�. Department of Transportation B Contract7408 ��0�
Olympia,WA 98504-7408
7345 Underson Way SW
Tumwater,WA 98501-6504
TTY:1-800-833-6388
www.wsdot.wa.gov
August 5, 2022
Herrera Environmental Consultants, Inc.
2200 Sixth Avenue; Suite 1100
Seattle, WA 98121
Subject: Acceptance FYE 2021 ICR—CPA Report
Dear Jennifer Swanson:
We have accepted your firms FYE 2021 Indirect Cost Rate (ICR) of 197.78% of direct
labor(rate includes 0.06%Facilities Capital Cost of Money)based on the"Independent
CPA Report," prepared by Clifton Larson Allen, LLP. This rate will be applicable for
WSDOT Agreements and 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 the firm is
responsible for determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 705-7019 or via email
consultant ratesEdr1wsdul.wa.?_ov.
Regards;
E IK K.JONSO
Contract Services Manager
EKJ:ah
�xyYz Cp-4,
PROFESSIONAL SERVICES AGREEMENT
q..
THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of
Washington, (hereinafter called "County" or "Cowlitz County")and
Name: Herrera Environmental Consultants, Inc.
Address: 2200 Sixth Avenue, Suite 1100
Seattle, WA 98121
Phone NQ: 206-441-9080
(hereinafter called "Contractor"),
This Agreement is comprised of:
® Attachment A-Scope of Work
® Attachment B-Compensation
® Attachment C-General Conditions
® Attachment D-Special Terms and Conditions
and Retirement Status Form (signature required)
❑ Attachment E-(specify)
copies of which are attached hereto and incorporated herein by this reference as if fully set forth.
The term of this Agreement shall commence on the 1st day of February 2022 and shall, unless terminated
as provided elsewhere in the Agreement, terminate on the 31st day of December, 2023.
IN WITNESS WHEREOF, the parties have executed this Agreement on this r day of C k 2022.
CONTRACTOR: BOARD OF COUNTY COMMISSIONERS
COWLITZ C NTY, WA INGTON
R �
Herrera Environments Consultants, Inc. Dennis P.Weber, Commissioner
Print name,, ��• er
-F� Arne Mortensen Commissioner
Title: FC2 C�5►o .�
Date: fo 2022
John ja U51;tom iS oner
ATTEST:
Clerk bfkhe rd
CONTRACT HAS BEEN APPROVED AS TO FORM
BY COWLITZ COUNTY PROSECUTING ATTORNEY
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A
KQPE OF WORK
The contractor agrees to complete the professional services work on the Cowlitz County,as described
below(or in the attached document), including the following elements;
The Consultant will complete task order based services that are directly related to landfill
operations. Each task order shall include a negotiated work description and cost.
In the event the Contractor, or its agents or assigns, are unable to complete their work as scheduled,the
contract period and compensation may be adjusted by mutual agreement of the County and Contractor.
ATTACHMENT A Page 1
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B
COMPENSATION
I. ❑ a. FIXED FEE FOR SERVICE: For services rendered, the County shall pay to the Contractor a
fixed fee of DOLLARS ($ ) for the completed work set forth in Attachment"A.". Payments for
completed tasks shall be made no more frequently than ❑ bi-monthly; ❑ quarterly; ❑ semi-annually; ❑
annually; ❑ at completion of project; ❑ other(specify)
Each request for payment shall be supported by an invoice specifying the tasks completed up to the
request for payment and the payment amount requested. In no event shall payment be sought in an
amount which represents a percentage of the fee greater than the percentage of completed tasks.
OR
® b. HOURLY RATES: For services rendered, the County shall compensate the Contractor at the
following hourly rates:
Name/Position Hourly Rate
See attachment
Payments for completed tasks shall be made no more frequently than ® monthly; ❑ quarterly; ❑ semi-
annually; ❑ annually; ❑ at completion of project; ❑ other(specify)
Each request for payment shall be supported by an invoice specifying: the name/position of the
Contractor's employee if two or more are identified above; number of hours worked; completed tasks for
which compensation is sought and; payment amount requested.
In no event shall Contractor be compensated in excess of$250,000 DOLLARS
for the completed work set forth in Attachment"A."
2. AND
® a.The compensation set forth herein includes,without limitation: labor, materials, equipment, travel,
telephone, computer, copiers and the like.
OR
❑ b.The County shall reimburse the Contractor for actual expenses incurred for travel, telephone,
copiers and computer. Reimbursement for airfare, mileage, meals and/or accommodations shall be at the
same rate as that applicable to county employees traveling on county business.
OR
❑ c. Other(specify)The County, in addition to the compensation herin set forth shall provide to the
Contractor the following:
ATTACHMENT B Page 1
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
GENERAL.CQN-DIMNS
1. SC []e of ContraCtor's 4e IVI��S. The Contractor agrees to provide to the County services and any
materials set forth in the project narrative identified as Attachment A during the agreement period.
No material, labor, or facilities will be furnished by the County, except as provided for herein.
2. -Accountingf r n i . Payment to the Contractor for services rendered
under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment
B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor
in the performance of this contract.
3. Delegation and-Subcontracting. Contractor's services are deemed personal and no portion of this
contract may be delegated or subcontracted to any other individual, firm or entity without the
express and prior written approval of the County Project Manager.
4. Indenendent Contractor. The Contractor's services shall be furnished by the Contractor as an
independent contractor and nothing herein contained shall be construed to create a relationship of
employer/employee or master/servant.
The Contractor acknowledges that the entire compensation for this Agreement is specified in
Attachment B and the Contractor is not entitled to any county benefits including, but not limited to:
vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other
rights or privileges afforded to Cowlitz County employees. The Contractor represents that it
maintains a separate place of business, serves clients other than the County, will report all income
and expense accrued under this contract with the Internal Revenue Service on a business tax
schedule, and has a tax account with the State of Washington Department of Revenue for payment
of all sales and use and Business and Occupation taxes collected by the State of Washington.
In the event that either the state or Federal government determines that an employer/employee or
master/servant relationship exists rather than an independent contractor relationship such that
Cowlitz County is deemed responsible for federal withholding, social security contributions, workers
compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments
made or required to be made by Cowlitz County. Should any payments be due to the Contractor
pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting
from such future payments a pro rate share of the amount to be reimbursed.
Notwithstanding any determination by the state or federal government that an employer/employee
or master/servant relationship exists, the Contractor, its officers, employees and agents, shall not be
entitled to any benefits which Cowlitz County provides to its employees.
5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall
not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any
employment of the Contractor or any employee of the Contractor or any subcontractor or any
employee of any subcontractor by the County at the present time or in the future.
6. R!gulations and Rea iremen . This Agreement shall be subject to all federal, state and local laws,
rules,and regulations.
7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall
have the right to review and monitor the financial and service components of this program by
whatever means are deemed expedient by the County Project Manager. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County agents or
employees, inspection of all records or other materials which the County deems pertinent to the
Agreement and its performance, and any and all communications with or evaluations by service
recipients under this Agreement. The Contractor shall preserve and maintain all financial records
and records relating to the performance of work under this Agreement for six (6) years after
ATTACHMENT C Page 1
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
contract termination, and shall make them available for such review, within Cowlitz County, State of
Washington, upon request, during reasonable business hours.
8. V19 ifi tions. Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the
contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of
creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage
prepaid, terminate the contract, and at the County's option, obtain performance of the work
elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive
any further payments under the contract. Any extra cost or damage to the County resulting from
such default(s) shall be deducted from any money due or coming due to the Contractor. The
Contractor agrees to bear any extra expenses incurred by the County in completing the work,
including all increased costs for completing the work, and all damage sustained, or which may be
sustained by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that
the Contractor was not in default,the rights and obligations of the parties shall be the same as if the
notice of termination had been issued pursuant to the Termination for Public Convenience paragraph
hereof.
10. Iermination for Public Convenience. The County may terminate the contract in whole or in part
whenever the County determines, in its sole discretion that such termination is in the interests of the
County. Whenever the contract is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actual work performed for completed items of work. An equitable
adjustment in the contract price for partially completed items of work will be made, but such
adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work.
Termination of this contract by the County at any time during the term, whether for default or
convenience, shall not constitute a breach of contract by the County.
11. Tenination Due to Insufficient Fund . If sufficient funds for payment under this contract are not
appropriated or allocated or are withdrawn, reduced, or otherwise limited,the County may terminate
this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall
accrue to the County in the event this provision applies.
12. Termination Procedure. The following provisions apply in the event that this Agreement is
terminated:
(a) The Contractor shall cease to perform any services required hereunder as of the effective date
of termination and shall comply with all reasonable instructions contained in the notice of
termination, if any.
(b) The Contractor shall provide the County with an accounting of authorized services provided
through the effective date of termination.
(c) If the Agreement has been terminated for default, the County may withhold a sum from the
final payment to the Contractor that the County determines necessary to protect itself against
loss or liability.
13. Ddgnse and Indemnity Aargment. The Contractor agrees to defend, indemnify and save harmless
the County, its appointed and elected officers, agents and employees, from and against all loss or
expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys'
fees and costs by reason of any and all claims and demands upon the County, its elected or
appointed officials or employees for damages because of personal or bodily injury, including death at
any time resulting therefrom, sustained by any person or persons and on account of damage to
property including loss of use thereof, whether such injury to persons or damage to property is due
ATTACHMENT C Page 2
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
to the negligence of the Contractor, his/her subcontractors, its successor or assigns, or its or their
agent, servants, or employees, the County, its appointed or elected officers, employees or their
agents, except only such injury or damage as shall have been occasioned by the sole negligence of
the County, its appointed or elected officials or employees. It is further provided that no liability
shall attach to the County by reason of entering into this contract, except as expressly provided
herein.
The County agrees to defend, indemnify and save harmless the Contractor, its appointed and
elected officers, agents and employees, from and against all loss or expense, including but not
limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of
any and all claims and demands upon the Contractor, its elected or appointed officials or employees
for damages because of personal or bodily injury, including death at any time resulting therefrom,
sustained by any person or persons and on account of damage to property including loss of use
thereof, whether such injury to persons or damage to property is due to the negligence of the
County, its subcontractors, its successor or assigns, or its or their agent, servants, or employees, the
Contractor, its appointed or elected officers, employees or their agents, except only such injury or
damage as shall have been occasioned by the sole negligence of the Contractor, its appointed or
elected officials or employees. It is further provided that no liability shall attach to the Contractor by
reason of entering into this contract, except as expressly provided herein.
14. Industr gl Insurance Waiver. With respect to the performance of this Agreement and as to claims
against the County, its appointed and elected officers, agents and employees, the Contractor
expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial
Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the
obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim
brought by or on behalf of any employee of the Contractor. Along with the other provisions of this
Agreement, this waiver is mutually negotiated by the parties to this Agreement.
15. Vgnyg and Choice of Law. In the event that any litigation should arise concerning the construction
or interpretation of any of the terms of this Agreement, the venue of such action shall be in the
courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be
governed by the law of the State of Washington.
16. Withholding Pa men A. In the event the County Project Manager determines that the Contractor has
failed to perform any obligation under this Agreement within the times set forth in this Agreement,
then the County may withhold from amounts otherwise due and payable to Contractor the amount
determined by the County as necessary to cure the default, until the County Project Manager
determines that such failure to perform has been cured. Withholding under this clause shall not be
deemed a breach entitling Contractor to termination or damages, provided that the County promptly
gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no
case more than ten (10) days after it determines to withhold amounts otherwise due. A
determination of the County Project Manager set forth in a notice to the Contractor of the action
required and/or the amount required to cure any alleged failure to perform shall be deemed
conclusive, except to the extent that the Contractor acts within the times and in strict accord with
the provision of the Disputes clause of this Agreement. The County may act in accordance with any
determination of the County Project Manager which has become conclusive under this clause,
without prejudice to any other remedy under the Agreement, to take all or any of the following
actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge
the same to the account of the Contractor, (3) to set off any amount paid or incurred from amounts
due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under
the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith
withholding by the County under this clause.
17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and
remedies available hereunder shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available bylaw.
ATTACHMENT C Page 3
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
18. miWarranties R r n . Any written commitment received from
the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise
specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such
a commitment shall render the Contractor liable for damages to the County. A commitment
includes, but is not limited to any representation made prior to execution of this Agreement,whether
or not incorporated elsewhere herein by reference, as to performance of services or equipment,
prices or options for future acquisition to remain in effect for a fixed period, or warranties.
19. Patgnt/Cogyrio_ht Infringeme I. Contractor will defend, indemnify and save harmless County, its
appointed and elected officers, agents and employees from and against all loss or expense, including
but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by
reason of any and all claims and demands upon the County, its elected or appointed officials or
employees for damages because of the Contractor's alleged infringement on any patent or copyright.
The Contractor will pay those costs and damages attributable to any such claims that are finally
awarded against the County, its appointed and elected officers, agents and employees in any action.
Such defense and payments are conditioned upon the following:
(a) That Contractor shall be notified promptly in writing by County of any notice of such claim.
(b) Contractor shall have the right, hereunder, at its option and expense, to obtain for the County
the right to continue using the information,, in the event such claim of infringement, is made,
provided no reduction in performance or loss results to the County.
20. Disputes:
(a) Gueral. Differences between the Contractor and the County, arising under and by virtue of
the contract documents shall be brought to the attention of the County at the earliest possible
time in order that such matters may be settled or other appropriate action promptly taken.
The records,orders, rulings, instructions, and decision of the County Project Manager shall be
final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or
otherwise furnishes to the County Project Manager a written notice of appeal. The notice of
appeal shall include facts, law, and argument as to why the conclusions of the County Project
Manager are in error.
In connection with any appeal under this clause, the Contractor and County shall have the
opportunity to submit written materials and argument and to offer documentary evidence in
support of the appeal. Oral argument and live testimony will not be permitted. The decision
of the County Project Manager for the determination of such appeals shall be final and
conclusive. Reviews of the appellate determination shall be brought in the Superior Court of
Cowlitz County within fifteen (15) days of mailing of the written appellate determination.
Pending final decision of the dispute, the Contractor shall proceed diligently with the
performance of this Agreement and in accordance with the decision rendered.
(b) Notice of Potent"I ims. The Contractor shall not be entitled to additional compensation or
to extension of time for (1) any act or failure to act by the County Project Manager or the
County, or(2)the happening of any event or occurrence, unless the Contractor has given the
County a written Notice of Potential Claim within ten (10) days of the commencement of the
act, failure, or event giving rise to the claim, and before final payment by the County. The
written Notice of Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost involved, and
insofar as possible, the amount of the potential claim. Contractor shall keep full and complete
daily records of the work performed, labor and material used, and all costs and additional
time claimed to be additional.
(c) Detailed Claim. The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the accomplishment of
the portion of the work from which the claim arose, and before final payment by the County,
ATTACHMENT C Page 4
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
the Contractor has given the County a detailed written statement of each element of cost or
other compensation requested and of all elements of additional time required, and copies of
any supporting documents evidencing the amount or the extension of time claimed to be due.
21. Ownership of Items Produced and Public tiisdasure. All writings, programs, data, art work, music,
maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials
prepared by the Contractor and/or its consultants or subcontractors, in connection with the
performance of this Agreement shall be the sole and absolute property of the County and constitute
"work made for hire" as that phrase is used in federal and/or state intellectual property laws and
Contractor and/or its agents shall have no ownership or use rights in the work. Except as to data or
information in the public domain or previously {mown to Contractor or required to be disclosed by
law, subpoena or other process, the following shall apply:
(a) Correspondence, emails, reports and other electronic or written work product will be
generated between the Contractor and County during the course of this Contract. This
Contract and such work product in the possession of Contractor may be deemed public
records subject to disclosure under the Washington State Public Records Act, Chapter 42.56
RCW (Public Records Act). Thus, the County shall be required, upon request, to disclose this
Contract and all documents related to it unless an exemption under the Public Records Act or
other laws applies. Contractor shall fully cooperate with and assist the County with respect to
any request for public records received by the County related to the services performed under
this Contract.
(b) Should County receive a request for disclosure, County agrees to provide Contractor ten (10)
days written notice of impending release, and to cooperate with any legal action which may
be initiated by Contractor to enjoin or otherwise prevent such release, provided that all
expense of any such litigation shall be borne by Contractor, including any damages, attorney's
fees or costs awarded by reason of having opposed disclosure, and further provided that
County shall not be liable for any release where notice was provided and Contractor took no
action to oppose the release of information. Notice of any proposed release of information
pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the "Notice"
provision herein. If the Contractor has not obtained an injunction and served the County with
that injunction by the close of business on the tenth business day after the County sent
notice, the County will then disclose the record unless it makes an independent determination
that the record is exempt from disclosure. Notwithstanding the above, the Contractor must
not take any action that would affect (a) the County's ability to use goods and services
provided under this Contract or (b) the Contractor obligations under this Contract. The
Contractor will fully cooperate with the County in identifying and assembling records in case
of any public disclosure request.
(c) Contractor's failure to timely provide such records upon demand shall be deemed a material
breach of this Contract. To the extent that the County incurs any monetary penalties,
attorneys' fees, and/or any other expenses as a result of such breach, Contractor shall fully
indemnify and hold harmless County as set forth in Section 13. For purposes of this section,
the terms "public records"and "agency"shall have the same meaning as defined by Chapter
42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this
section shall survive the expiration or termination of this Agreement.
22. R!NoyeQL-Q-f--P.QyrnenL5 W Contractor. The right of the Contractor to retain monies paid to it is
contingent upon satisfactory performance of this Agreement, including the satisfactory completion of
the project described in the Scope of Work (Attachment A). In the event that the Contractor fails,
for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the
County Project Manager's sole discretion, be required to repay to the County all monies disbursed to
the Contractor for those parts of the project that are rendered worthless in the opinion of the County
Project Manager by such failure to perform.
ATTACHMENT C Page 5
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
Interest shall accrue at the rate of 12 percent (12%) per annum from the time the County Project
Manager demands repayment of funds.
23. Project Approval. The extent and character of all work and services to be performed under this
Agreement by the Contractor shall be subject to the review and approval of the County Project
Manager. For purposes of this Agreement,the County Project Manager is:
Name: Susan Eugenis
Title: County Engineer
Department: Public Works
Address: 1600— 13a'Avenue S.
Kelso, WA 98626
Telephone: 360-577-3030 ext. 6538
E-mail: eugenics@co.cowlitz.wa.us
Fax: 360-636-0845
In the event there is a dispute with regard to the extent and character of the work to be done, the
determination of the County Project Manager as to the extent and character of the work to be done
shall govern subject to the Contractor's right to appeal that decision as provided herein.
24. Non-Discrimination. The Contractor shall not discriminate against any person on the basis of race,
creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the
presence of any sensory, mental or physical handicap.
25. 5 bcon ractor . In the event that the Contractor employs the use of any subcontractors, the
contract between the Contractor and the subcontractor shall provide that the subcontractor is bound
by the terms of this Agreement between the County and the Contractor. The Contractor shall insure
that in all subcontracts entered into, County is named as an express third-party beneficiary of such
contracts with full rights as such.
26. Third Party Benefirlad . This agreement is intended for the benefit of the County and Contractor
and not for the benefit of any third parties.
27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with
that degree of care and skill ordinarily exercised by members of the same profession as Contractor
currently practicing under similar circumstances. The Contractor shall, without additional
compensation, correct those services not meeting such a standard.
28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more
specific time period Is set forth in either the Special Terms and Conditions or Scope of Work.
29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, any notices shall be given by the Contractor to the County Project
Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the
person executing the Agreement on behalf of the Contractor at the address identified on the
signature page.
30. Leverabi-1ity. If any term or condition of this contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications
which can be given effect without the invalid term, condition or application. To this end, the terms
and conditions of this contract are declared severable.
31. Precedenoe. In the event of inconsistency in this Agreement, unless otherwise provided herein, the
inconsistency shall be resolved by giving precedence in the following order:
(a) Applicable federal, state and local statutes, ordinances and regulations;
(b) Scope of Work (Attachment A) and Compensation (Attachment 8);
ATTACHMENT C Page 6
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C
(c) Special Terms and Conditions(Attachment D); and
(d) General Conditions(Attachment Q.
32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior
or subsequent breach. No term or condition of this contract shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by the parties hereto.
33. Attgrney Fees. In the event that litigation must be brought to enforce the terms of this agreement,
the prevailing party shall be entitled to be paid reasonable attorney fees.
34. Cann4ttuction. This agreement has been mutually reviewed and negotiated by the parties and should
be given a fair and reasonable interpretation and should not be construed less favorably against
either party.
35. Survival. Without being exclusive, Paragraphs 4, 7, 13-19, 21-22 and 30-35 of these General
Conditions shall survive any termination, expiration or determination of invalidity of this Agreement
in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are
intended to survive shall also survive.
36. Entire Agreement. This written contract represents the entire Agreement between the parties and
supersedes any prior statements, discussions or understandings between the parties except as
provided herein.
ATTACHMENT C Page 7
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
SPECIAL TERMS AND CONDITIONS
AND RETIREMENT_,$MU5 FORM
® 1. Reporting. The Contractor shall submit written progress reports to the County Project
Manager as set forth below:
® With each request for payment.
❑ Monthly.
❑ Quarterly.
❑ Semi-annually.
❑ Annually.
❑ Project completion.
® Other(specify)As requested by County Project Manager
Progress reports shall include, at a minimum, the following:
Reports shall include any problems, delays or adverse conditions which will materially affect
the Contractor's ability to meet project objectives or time schedules together with a statement
of action taken or proposed to resolve the situation. Reports shall also include
recommendations for changes to the Scope of Work, if any. Payments may be withheld if
reports are not submitted.
2. Insurance. The Contractor shall maintain in full force and effect during the term of this
Agreement, and until final acceptance of the work, public liability and property damage
insurance with companies or through sources approved by the state insurance commissioner
pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and
elected officials, agents and employees, shall be specifically named as additional insureds in a
policy with the same company which insures the Contractor or by endorsement to an existing
policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter
amended, and the following coverages shall be provided;
® COMPREHENSIVE GENERAL LIABILITY:
Bodily injury, including death. $1,000,000 per occurrence
Property damage $1,000,000 per occurrence
® ERRORS AND OMISSIONS or PROFESSIONAL
LIABILITY with an Extended Reporting Period
Endorsement(two year tail). $1,000,000 per occurrence
® WORKERS COMPENSATION: Statutory amount
® AUTOMOBILE: coverage on owned, non-owned, rented and hired vehicles
Bodily injury, liability, including death $1,000,000 per occurrence
Property damage liability $1,000,000 per occurrence
ATTACHMENT D Page 1
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
All Contractor's and Contractor's subcontractors' insurance policies and additional named
insured endorsements shall provide primary insurance coverage and be non-contributory. Any
insurance, self-insured retention, deductible, risk retention or insurance pooling maintained or
participated in by the County shall be excess and not contributory to such insurance policies.
All Contractor's and Contractor's subcontractors' liability insurance policies must be endorsed
to show this primary coverage.
Upon request, the Contractor shall provide a full and complete certified copy of all requested
insurance policies to the County. The County reserves the right, but not the obligation, to
revise any insurance requirement, not limited to limits, coverages and endorsements, or to
reject any insurance policies which fail to meet the requirements of this Agreement.
Additionally, the County reserves the right, but not the obligation, to review and reject any
proposed insurer providing coverage based upon the insurer's financial condition or licensing
status in Washington. Any deductibles and/or self-insured retentions exceeding $10,000, stop
loss provisions, and/or exclusions contained in such policies must be approved by the County
in writing. For any deductibles or self-insured retentions exceeding $10,000 or any stop-loss
provisions, the County shall have the right to request and review the Contractor's most recent
annual financial reports and audited financial statements as a condition of approval.
Contractor hereby agrees to a waive subrogation with respect to each insurance policy
maintained under this Agreement. When required by an insurer, or if a policy condition does
not permit Contractor to enter into a pre-loss agreement to waive subrogation without an
endorsement, then Contractor agrees to notify the insurer and obtain such endorsement.
This requirement shall not apply to any policy which includes a condition expressly prohibiting
waiver of subrogation by the insured or which voids coverage should the Contractor enter into
such a waiver of subrogation on a pre-loss basis.
The County, its departments, elected and appointed officials, employees, agents and
volunteers shall be named as additional insureds on Contractor's and Contractor's
subcontractors' insurance policies by way of endorsement for the full available limits of
insurance maintained by the Contractor and subcontractor, and all coverage shall be primary
and non-contributory. A statement or notation of additional insured status on a Certificate of
Insurance shall not satisfy these requirements. [This endorsement shall not be required if the
Contractor is a governmental entity and is insured through a governmental entity risk pool
authorized by the State of Washington.]
The Contractor shall, for each required insurance policy, provide a Certificate of Insurance,
with endorsements attached, evidencing all required coverages, limits, deductibles, self-
insured retentions and endorsements and which is conditioned upon the County receiving
thirty (30) days prior written notice of reduction in coverages, cancellation or non-renewal.
Each Certificate of Insurance and all insurance notices shall be provided to: ATTN: Risk
Manager, Cowlitz County Administrative Svc., 207 4th Ave. N., Kelso, WA 98626. This
Agreement shall be void ab initio if the proof of coverage is not timely supplied.
The insurance maintained under this Agreement shall not in any manner limit or qualify the
liabilities or obligations of the Contractor under this Agreement. All insurance policy
deductibles and self-insured retentions for policies maintained under this Agreement shall be
paid by the Contractor.
Compensation and/or payments due to the Contractor under this Agreement are expressly
conditioned upon the Contractor's strict compliance with all insurance requirements. Payment
to the Contractor shall be suspended in the event of non-compliance. Upon receipt of
evidence of Contractor's compliance, payments not otherwise subject to withholding or set-off
will be released to the Contractor. This Agreement shall be void ab initio if the proof of
coverage is not timely supplied.
ATTACHMENT D Page 2
PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D
If the Errors and Omissions or Professional Liability insurance obtained is an occurrence polity
as opposed to a claims-made policy, the Extended Reporting Period Endorsement is not
required.
F1 3. LiqVijated Damages. For delays in timely completion of the work to be done or missed
milestones of the work in progress, the Contractor shall be assessed Dollars ($ )
per day as liquidated damages and not as a penalty because the County finds it impractical to
calculate the actual cost of delays. Liquidated damages will not be assessed for any days for
which an extension of time has been granted. No deduction or payment of liquidated
damages will, in any degree, release the Contractor from further obligations and liabilities to
complete the entire project.
❑ 4. Other i
ATTACHMENT D Page 3
Attachment E
Cowlitz County Solid Waste Operations Engineering Services
Herrera Environmental Consultants,Inc.
2022 Labor Rate Schedule
Direct Labor(DL)Cost Overhead on DL Fee(DL+OH) All Inclusive
(DL) 198.00% 15 Hourly Billing Rate
�
Labor Category Minimum Maximum I Minimum Maximum Minimum Maximum Minimum Maximum
President 1 Engineer Vill,Vice President/Engineer VI1,Scientist VII,Planner VII 77.73 i 93,26 153.91 184.56 34.75 41.69 266.30 319.61
Engineer VI!Scientist VI/Planner VI I GIS Analyst VI 60.34 84.37 119.47 167.05 26,97 37.71 206.72 289.13
Engineer V/Scientist V/Planner V 1 GIS Analyst V 59.73 7980 118.27 150.00 26.70 35.57 204.69 273.47
Engineer IV!Scientist IV/Planner IV/Landscape Architect IV/CAD Technician IV lGIS Analyst IV 45.00 67.20 89.10 133,06 20,12 30.D4 154.22 230.29
En ineer III!Scientist Ili!Planner III/Landscape Architect III/CAD Technician III!GIS Analyst 111 36.00 56.63 71.28 112.12 16.09 25.31 123.37 194.06
Engineer II!Scientist II!Planner 111 Landscape Desi ner It 1 CAD Technician II/GIS Analyst Il 28.90 41.J8 57.38 94.59 12.95 21.36 99.31 163.72
Engineer I!Scientist I/Planner I/Landscape Designer I/CAD Technician I/GIS Analyst I 21.00 40.43 41.58 $0.04 9.39 18.07 71.97 138.54
Intern 17.00 23.10 33.66 45.74 7.60 10.33 58.26 79A6
Accounting Administrator I,IL III,IV.V 25.50 68.25 50,4B 135.14 11.40 30.51 87.39 233.89
Project Accountant I,11.III,IV 27,00 45.15 53.46 89.40 12.07 20,18 92.53 154.73
Administrative Coordinator 11,III,IV/Word Processor 11,Ill 22.00 40.38 43.56 79.96 9.83 18.05 75,39 138.39
Herrera adjusts salaries annually in January Maximum DL rate includes a 51/6 escalation,
Washington State
Department of Transportation
August 18,2021
Herrera Environmental Consultants, Inc.
2200 Sixth Avenue,Suite 1100
Seattle, WA 98121
Subject: Acceptance FYE 2020 ICR—CPA Report
{ Dear Jennifer Swanson:
We have accepted your firms FYE 2020 Indirect Cost Rate(ICR) of 198.00%of direct
labor(rate includes 0.07%Facilities Capital Cost of Money)based on the"Independent
CPA Report,"prepared by Clifton Larson Allen, LLP. This rate will be applicable for
WSDOT Agreements and 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 the firm is
responsible for determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360)705-7019 or via email
consulta ntratesAwsdot.wa.eov.
Regards;
FRIK K.JONSON
Contract Services Manager
EKJ:ah