Contract - 10-03-2023 - 13069 - Agreement - Local Agency Real Estate Professional Services Consultant Agreement: Real Property Appraisal Review Services (RF Duncan and Associates, Inc.) AS-13069 A. 2.
BOCC Agenda
Meeting Date: 10/03/2023
AGREEMENT - Local Agency Real Estate Professional Services Consultant Agreement- Real Property
Appraisal Review Services - RF Duncan and Associates, Inc.
Submitted For: Susan Eugenis, Public Works Submitted By: Emilie Cochrane, Public Works
Department: Public Works
Information
Subject and Summary Statement
Attached is a Local Agency Real Estate Professional Services Agreement with RF Duncan and
Associates, Inc. to provide services pertaining to real estate appraisals and appraisal reviews for all
property types that conform with federal and agency standards. It is a requirement of funding agencies to
complete an appraisal and a review appraisal on all properties that the County is acquiring, either partial
or full acquisition. When the funding is through the Washington State Department of Transportation, the
appraiser must be on the agency's approved list. The total compensation shall not exceed $50,000. The
agreement shall be in effect until December 31, 2025, unless otherwise terminated.
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 the
agreement with RF Duncan and Associates, Inc. for appraisals and appraisal reviews at a cost not to
exceed $50,000.
Fiscal Impact
Expenditure Required $: 50,000
Budget Sufficient Y-N: Y
Amendment Required Y-N: N
Source of Funds -What Dept ?
Grant Y-N:
Attachments
Professional Services Agreement
Form Review
Inbox Reviewed By Date
Susan Eugenis Susan Eugenis 09/25/2023 03:17 PM
Mike Moss,Public Works Mike Moss 09/26/2023 02:32 PM
Form Started By: Emilie Cochrane Started On:09/25/2023 02:59 PM
Final Approval Date:09/26/2023
Local Agency Real Estate Professional Services
Negotiated Hourly Rate Consultant Agreement
Agreement Number: Does this Require DES filing? ❑ Yes ❑ No
Firm/Organization Legal Name(do not use dba's):
RF Duncan and Associates, Inc.
Address Federal Aid Number
PO Box 12300, Olympia, WA 98508
UBI Number Federal TIN or SSN Number
oz- D+1_- 03�3 "0685
Execution Date Completion Date
December 31, 2025
1099 Form Required Federal Participation
❑ Yes ❑� No Yes ❑ No
Project Title
As -Needed Real Property Appraisal Review Services
Description of Work
Provide appraisal and review appraisal services for County projects on an as needed basis. Separate task orders
shall be negotiated for projects when services are needed. Typical projects may include but are not limited to
roadway projects, water projects, sewer projects and park projects.
❑ Yes % Q No DBE Participation Maximum Amount Payable: $50,000
❑ Yes % M No MBE Participation
❑ Yes % ❑� No WBE Participation
❑ Yes % ❑� No SBE Participation
Index of Exhibits
Exhibit A Scope of Work
Exhibit B DBE Participation
Exhibit C Preparation and Delivery of Electronic Engineering and Other Data
Exhibit D Prime Consultant Cost Computations
Exhibit E Sub-consultant Cost Computations
Exhibit F Title VI Assurances
Exhibit G Certification Documents
Exhibit H Liability Insurance Increase
Exhibit I Alleged Consultant Design Error Procedures
Exhibit J Consultant Claim Procedures
Agreement Number.
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 11
Revised 4/4/2016
THIS AGREEMENT is made and entered into as shown in the "Execution Date" on page one (1) in the heading
of this AGREEMENT, between the Cowlitz County Department of Public Works ,
hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this
AGREEMENT, hereinafter called the"CONSULTANT."
WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work"
section of this AGREEMENT and hereafter called the "SERVICES"; and does not have sufficient staff to meet
the required commitment and therefore deems it advisable and desirable to engage the assistance of a
CONSULTANT to provide the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to
professional registration, if applicable, and has signified a willingness to furnish consulting Services to the
AGENCY.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and
incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows:
I. Description of Work
The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A"
attached hereto and by this reference made a part of this AGREEMENT.
If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are
necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will
submit such corrections to the AGENCY within ten (10) days of receipt of the AGENCY'S request.
IL General Requirements
CONSULTANT shall, at all times, comply with all applicable federal, state and local laws, codes,
ordinances, rules, regulations, decrees, directives, guidelines, etc., (together "Laws") which may impact or
apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are
modified or are enacted during the term of this AGREEMENT.
III. Period of Performance
This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in
"Execution Date" in the heading of this AGREEMENT on page one (1) and shall be completed on the date
shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a
written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided
herein.
Upon completion or termination of this AGREEMENT, the CONSULTANT shall turn over all documents,
records and file materials to the AGENCY.
IV. Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this
AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or
SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete
SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov).
Agreement Number:
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Revised 4/4/2016
A. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the
negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this
AGREEMENT. The accepted negotiated rates shall be memorialized in a final written acknowledgement
between the parties. Such final written acknowledgement shall be incorporated into, and become a part of,
this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as
memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year
end (FYE) date.
The accepted negotiated hourly rates, as shown on Exhibits "D" and "E" shall be subject to renegotiations
for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE
date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to
the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written
request is made, the initial twelve (12) month negotiated hourly rates, as shown on Exhibits "D" and "E",
will remain in effect for the next twelve (12) month period.
Conversely, if a timely request is made in the manner set forth above, the parties will commence
negotiations to determine the new hourly rates that will be applicable for the next twelve (12) month period.
Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the
parties. Such final written acknowledgement shall be incorporated into, and become a part of, this
AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications
to aid in negotiations. If the parties cannot reach an agreement on the new hourly rates, the AGENCY may
perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual
costs. The audit findings may be used to establish the new hourly rates that will be applicable for the next
twelve (12) month period.
The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life
of the AGREEMENT.
The CONSULTANT shall maintain and have accessible support data for verification of the components of
the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. If the
classification ranges (Actuals not to Exceed Table) are utilized, the CONSULTANT shall bill each
employee's actual classification, and actual salary plus indirect cost rate plus fixed fee within the
appropriate classification ranges.
B. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the
CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing,
long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be
reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The
CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and
rental car costs) in accordance with the AGENCY, Washington State Department of Transportation
(WSDOT)'s Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and all revisions
thereto. Air, train and rental card costs shall be reimbursed in accordance with 48 Code of Federal
Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non-salary Costs shall include an
itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall
maintain the original supporting documents in their office. Copies of the original supporting documents
shall be supplied to the AGENCY upon request. All above charges must be necessary for the SERVICES
provided under this AGREEMENT.
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C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT
under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page
one (L) The Maximum Amount Payable does not include payment for extra work as stipulated in section
XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT.
D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized
in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the
rates established in Exhibit "D," including names and classifications of all employees, and billings for all
direct non-salary expenses. To provide a means of verifying the billed salary costs for the
CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may
consist of recording the names, titles, salary rates, and present duties of those employees performing work
on the SERVICES at the time of the interview.
E. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be
made promptly upon its verification by the AGENCY after the completion of the SERVICES under this
AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other
related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final
Payment by the CONSULTANT shall constitute a release of all claims for payment, which the
CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and
transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,
however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any
remedies the AGENCY may pursue with respect to such claims.
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the
time of final audit all required adjustments will be made and reflected in a final payment. In the event that
such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such
overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund
shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by
the AGENCY of overpayment. Per the WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution
Procedures,"the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin
the appeal process to the AGENCY for audit findings.
F. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for
inspection by representatives of the AGENCY, the State, and the United States, for a period of six (6) years
after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items
related to or bearing upon these records with the following exception: if any litigation, claim or audit arising
out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6)
year period, the cost records and accounts shall be'retained until such litigation, claim, or audit involving the
records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by
the State Auditor, WSDOT's Internal Audit Office and / or at the request of the AGENCY's Project
Manager.
V. Compensation
The CONSULTANT shall be paid monthly for all SERVICES and expenses under this AGREEMENT,
provided that the total reimbursement under this AGREEMENT shall not exceed $50,000 . Such payment
shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise
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specified in Section XVII "Special Provisions." The CONSULTANT'S invoice shall include: the project title,
description of the services rendered, and the dates worked.
VI. Records and Accounts
The CONSULTANT and any authorized sub-consultant, or any other person or firm, shall keep detailed records
relating to the charges made and expenses incurred for work required by this AGREEMENT.
The CONSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection by
representatives of the AGENCY, the State, and the United States, at the office of the CONSULTANT. The
CONSULTANT shall include in any sub-consultant agreement/contract or any agreement/contract with any
person or firm a provision requiring such sub-consultant, person, or firm to make its financial records available
+ for inspection by the AGENCY in accordance with this provision.
The accounting record referred to in the preceding paragraph shall be available for inspection during normal
business hours and shall be retained by the CONSULTANT or sub-consultant, or any other person or firm, for a
period of three (3) years following final payment from the AGENCY to the CONSULTANT with the following
exception: if any litigation, claim, or audit is started before the expiration of the three (3) year retention period,
the records shall be retained until all litigation, claim, or audit findings involving the records have been
resolved.
The CONSULTANT further agrees that any duly authorized representative of the AGENCY, the State or of the
United States, in the official conduct of its business shall have access to and the right to examine any directly
pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involving the
SERVICES provided under the terms of this AGREEMENT at any time during normal business hours during
the life of this AGREEMENT and for three (3) years after the date of the final payment under this
AGREEMENT.
An audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor,
WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager.
1171. Performance of Services
In the performance of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all
applicable AGENCY regulations, State and Federal laws, regulations and procedures.
1. Non-delegation
The SERVICES to be furnished under the terms of this AGREEMENT shall be performed by the
CONSULTANT and the CONSULTANT'S bona fide employees, and shall not be delegated to any other
person or firm.
2. Subcontracting
The CONSULTANT shall not hire sub-consultants or any other person or firm to provide SERVICES under
this AGREEMENT except pursuant to a revision of this AGREEMENT as authorized in Section XVIII
"Modification of Agreement." All applicable portions of this AGREEMENT shall be contained in the
subcontract between the CONSULTANT and its sub-consultant(s).
The CONSULTANT shall remove any employee from assignment to perform SERVICES under this
AGREEMENT immediately upon receipt of written request to do so from the AGENCY.
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The CONSULTANT warrants that, if it is full or partially employed by any public agency other than the
AGENCY, its acceptance of this AGREEMENT is with the consent of such agency; that the CONSULTANT
shall spend no time in the performance require in this AGREEMENT during which time the CONSULTANT
should nonnally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not
interfere with any obligations the CONSULTANT may have to such agency.
VIII. Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a
bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that it
has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the
CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent
upon or resulting from the award or making of this AGREEMENT. For breach or violation of this warrant, the
AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from
this AGREEMENT price or consideration or otherwise recover the fall 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 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 this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of
this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except
regularly retired employees, without written consent of the public employer of such person if he/she will be
working on this AGREEMENT for the CONSULTANT.
The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting
its employees and the rules and regulations issued there under; and shall save the AGENCY free, clear and
harmless from all actions, claims, demands and expenses arising out of said Act and any rules and regulations
that are or may be promulgated in connection therewith.
The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income or any
other form of taxes, fees, licenses, excises, or payments required by any Federal or State legislation which are
now or which may be enacted during the term of this AGREEMENT as to all the CONSULTANT'S employees,
and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this
AGREEMENT.
The CONSULTANT shall comply with the WSDOT'S Organizational Conflict of Interest Policy, WSDOT
Manual 3043, and revisions thereto httR://www.wsdot.wa.gov/Ptiblicatioris/Manuals/M3043.litm, and its
requirements for employees, the CONSULTANT firm and any entities created to do business with the
AGENCY.
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IX. Nondiscrimination
During the perfonnance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in
interest, agrees as follows:
1. Compliance with Laws and Regulations
The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted
programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may
be amended from time to time, hereinafter referred to as the "REGULATIONS", which are herein
incorporated by reference and made a part of this AGREEMENT. The CONSULTANT shall comply with
the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto.
2. Nondiscrimination
The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not
discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of
any sensory, mental, or physical handicap unless based upon a bona fide occupational qualification, in the
selection and retention of subcontractors, including procurements of materials and leases of equipment. The
CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by
Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the
AGREEMENT covers a program set forth in Appendix B of the REGULATIONS.
3. Solicitation for Sub-consultants, Including Procurement of Materials and Equipment
In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be
performed under a subcontract, including procurement of materials or leases of equipment, each potential
sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations
under this AGREEMENT and the REGULATIONS relative to nondiscrimination on the above grounds.
4. Information and Reports
The CONSULTANT shall provide all information and reports required by the REGULATIONS; or
directives issued pursuant thereto, and shall permit access to its books, records, accounts or other sources of
information, and its facilities as may be determined by the AGENCY or the Federal Highway
Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws.
Where any information required of a CONSULTANT is in the exclusive possession of another who fails or
refused to furnish this information, the CONSULTANT shall so certify to the AGENCY, WSDOT, or the
Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the
information.
5. Sanctions for Noncompliance
In the event of the CONSULTANT's noncompliance with the discrimination provisions of this
AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be
appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this
AGREEMENT until the CONSULTANT complies, and/or (2) cancellation, termination, or suspension of
this AGREEMENT in whole or in part.
6. Incorporation of Provisions
The CONSULTANT shall include the provisions of paragraphs 1 through 6 in every subcontract, including
procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives
issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or
procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of
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enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a
CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a
result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to
protect the interests of the AGENCY and / or WSDOT; and, in addition, the CONSULTANT may request
the United States to enter into such litigation to protect the interests of the United States.
X. Termination
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon
ten (10) days written notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
CONSULTANT, a final payment shall be made to the CONSULTANT which, when added to any payments
previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time
of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid
for any authorized extra work completed.
No payment shall be made for any SERVICES completed after ten (10) days following receipt by the
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to
Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two
(2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the
AGENCY for any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the
CONSULTANT, the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by
the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing
SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily
completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY
at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES
required and the time which may be required to do so, and other factors which affect the value to the AGENCY
of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this
subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of
this section.
If it is 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 its employee's fault 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 tennination for other than default clauses listed
previously.
The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any
member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's
supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved
CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the
sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale
or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the
terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or
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chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment
will be made to the CONSULTANT as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any
remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those
rights with respect to any future act or omission by the CONSULTANT.
XI. Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing
within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be
final and binding on the parties of this AGREEMENT; provided however, that if an action is brought
challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subjected to
judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors
will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to
institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall
be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is
located. The parties hereto agree that all questions shall be resolved by application of Washington law and that
the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the
State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of
the State of Washington, situated in the county in which the AGENCY is located.
XIL Legal Relations
The CONSULTANT, any sub-consultant, and the AGENCY shall comply with all Federal, State, and local
laws, rules, codes, and regulations applicable to the work to be performed under this AGREEMENT. This
AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington.
The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY
and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or
in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the
CONSULTANT or the CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of
any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein
shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY against and hold
harmless the STATE and AGENCY from claims, demands or suits based solely upon the negligence of, or
breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers,
employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE
and / or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or
result from the concurrent negligence of(a) the CONSULTANT or the CONSULTANT'S agents, employees,
sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is
legally liable, and (b) the STATE and / or AGENCY, their agents, officers, employees, sub-consultants,
subcontractors and or vendors, of any tier, or any other persons for whom the STATE and / or AGENCY may
be legally liable, the indemnity obligation shall be valid and enforceable only to the extent of the
CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents, employees, sub-consultants,
subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable.
This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultants,
subcontractor and vendor, of any tier.
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Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 11
Revised 41412016
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and-their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,
patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the
CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other
persons for whom the CONSULTANT may be legally liable, in performance of SERVICES under this
AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs,
information or other items furnished or communicated to STATE and / or AGENCY, their agents, officers and
employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or
copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary
information, know-how, copyright rights or inventions resulting from STATE's and / or AGENCY's, their
agents', officers' and employees' failure to comply with specific written instructions regarding use provided to
STATE and/ or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees,
sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may
be legally liable.
The CONSULTANT'S professional liability to the AGENCY, including that which may arise in reference to
Section XIV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or
one million dollars ($1,000,000.00), whichever is greater. In no case shall the CONSULTANT'S professional
liability to third parties be limited in any way.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own
employees or its agents against the STATE and / or AGENCY and, solely for the purpose of this
indemnification and defense, the CONSULTANT specifically waives any immunity under the STATE
industrial insurance law, Title 51 RCW.
XIII. Independent Contractor
The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its
employees and any authorized sub-consultants, or any other person of Finn, shall not be deemed the employees
of the AGENCY for any purpose.
XIV Insurance
The CONSULTANT shall obtain and keep in force during the tenns of this AGREEMENT, or as otherwise
required, insurance with companies or through sources approved by the STATE Insurance Commissioner
pursuant to Title 48 RCW.
It is the CONSULTANT'S responsibility to provide evidence of continuing coverage during the overlap periods
of the policy and the AGREEMENT.
The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third
party, and no third party beneficiary is intended or created by the execution of this AGREEMENT.
XV. Confidentiality
The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES.
Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall
not discuss or otherwise exchange information with such other CONSULTANT.
Agreement Number:
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 11
Revised 4/4/2016
The project for which the SERVICES of the CONSULTANT are required may involve litigation of claims
against or brought by the STATE and / or AGENCY. Subject to Washington's Public Records Act (RCW ch.
42.17 et. al.) all information developed by the CONSULTANT and all information made available to the
CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be
confidential as between the CONSULTANT and the AGENCY. Such information shall not be revealed by the
CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY. The
confidentiality of such information will survive the completion of work under this AGREEMENT and/or the
termination of this AGREEMENT.
The SERVICES to be performed under this AGREEMENT do not include SERVICES as an expert witness; in
the event of the commencement of litigation, SERVICES as an expert witness will be the subject of a separate
AGREEMENT.
XV1. Applicability of Law
This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of
Washington shall govern the interpretation and application of its provisions. Venue for any suits between the
CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the
Superior Court of the State of Washington, situated in the county in which the AGENCY is located.
XVII. Special Provisions
XVIIL Modification of Agreement
This AGREEMENT, or any provision thereof, may be modified or amended only by express written
AGREEMENT revision properly signed by all parties.
This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the
State of Washington unless and until accepted and approved hereon in writing for the AGENCY's authorized
representative.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
"Execution Date" in the heading on page one (1) of this AGREEMENT.
By ycl�tt b
144-/
Title a a Title Chairman of Cowlitz County I3u d of Coin 16MY6,
Date ' 7i 3 Date 0 uTz
A E$T ❑ couurr
WASHINGToN .:]
CLE K CU7HE BOARD C.
DATE:
greeni►:nF urn er:
Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 11
Revised 4/4/2016
Exhibit A
Scope of Work
Project No.
Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be
individually negotiated with the CONSULTANT. The amount established for each assignment will be the
maximum amount payable for that assignment unless modified in writing by the AGENCY. The AGENY is not
obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY's and
CONSULTANT'S obligations hereunder are limited to tasks assigned in writing.
Task assignments made by the AGENCY shall be issued in writing by a Fonnal Task Assignment Document. An
assignment shall become official when a Formal Task Assignment Document is signed by the AGENCY and based
on a proposal signed by the CONSULTANT, except that emergency actions requiring a 24-hour or less response
shall be handled by an oral authorization. Such oral authorization shall be followed up with a Formal Task
Assignment document within four working days, and any billing rates agreed to orally(for subconsultants, or
organizations whose rates were not previously established in the AGREEMENT) shall be provisional and subject
to final negotiation and acceptance by the AGENCY.
Agreement Number:
WSDOT Form 140-089 EF Exhibit A Page 1 of 1
Revised 1013012014
Exhibit B
DBE Participation
No DBE participation is included in this agreement.
Agreement Number:
WSDOT Form 140-089 EF Exhibit B Page 1 of 1
Revised 1013012014
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
to use in preparing electronic files for transmission to the agency. The format and standards to be provided may
include, but are not limited to,the following:
I. Surveying, Roadway Design & Plans Preparation Section
A. Survey Data
N/A
B. Roadway Design Files
N/A
C. Computer Aided Drafting Files
N/A
Agreement Number:
WSDOT Form 140-089 EF Exhibit C Page 1 of 4
Revised 1013012014
D. Specify the Agency's Right to Review Product with the Consultant
AGENCY will review the work product with the CONSULTANT.
E. Specify the Electronic Deliverables to Be Provided to the Agency
Deliverables to be provided to the AGENCY will be determined with each task order.
F. Specify What Agency Furnished Services and Information Is to Be Provided
Services and information to be provided by the AGENCY will be determined with each task order.
Agreement Number:
WSDQT Form 140-089 EF Exhibit C Page 2 of 4
Revised 1013012014
II. Any Other Electronic Files to Be Provided
This shall be detennined by task order.
III. Methods to Electronically Exchange Data
This will be detennined for each task order as necessary.
WSDOT Form 140-089 EF Exhibit C Page 3 of 4
Revised 1013012014
A. Agency Software Suite
AGENCY uses Microsoft Office products. Other software will be determined for each task order.
B. Electronic Messaging System
AGENCY uses Microsoft Outlook,
C. File Transfers Format
This will be determined for each task order as necessary.
WSDOT Form 140-089 EF Exhibit C Page 4 of 4
Revised 1013012014
Exhibit D
Prime Consultant Cost Computations
Agreement Number:
WSDOT Form 140-089 EF Exhibit D Page 1 of 1
Revised 1013012014
Exhibit E
Sub-consultant Cost Computations
There isn't any sub-consultant participation at this time. The CONSULTANT shall not sub-contract for
the performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI "Sub-Contracting" of this AGREEMENT.
Agreement Number:
WSDOT Form 140-089 EF Exhibit E Page 1 of 1
Revised 1013012014
Exhibit F
Title V/Assurances
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors
in interest agrees as follows:
1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-
discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations,
Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"),
which are herein incorporated by reference and made a part of this AGREEMENT.
2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT,
shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention
of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATIONS, including employment practices when this AGREEMENT covers a program set forth
in Appendix B of the REGULATIONS.
3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiations made by the CONSULTANT for work to be performed
under a sub-contract, including procurement of materials or leases of equipment, each potential sub-
consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under
this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color,
sex, or national origin.
4. Information and Reports: The CONSULTANT shall provide all information and reports required by the
REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the AGENCY, the
STATE, or the Federal Highway Administration(FHWA) to be pertinent to ascertain compliance with such
REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the
exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall
so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non-
discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions
as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to:
• Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT
complies, and/or;
• Cancellation, termination, or suspension of this AGREEMENT, in whole or in part.
6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through
(5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the
REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with
respect to any sub-consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means
of enforcing such provisions including sanctions for non-compliance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with,
litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request
the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in
addition, the CONSULTANT may request the United States enter into such litigation to protect the interests
of the United States. Agreement Number:
WSDOT Form 140-089 EF Exhibit F Page 1 of 1
Revised 1013012014
Exhibit G
Certification Documents
Exhibit G-1(a) Certification of Consultant rr
Exhibit G-1(b) Certification of - t'-w
Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Exhibit G-4 Certificate of Current Cost or Pricing Data
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit G-1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
RF Duncan and Associates, Inc.
whose address is
PO Box 12300, Olympia, WA 98508
and that neither the above firm nor I have:
a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
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 furnished to the Washington State Department of Transportation
and the Federal Highway Administration, U.S. Department of Transportation in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
RF Duncan and Associates, Inc.
Consultant(Firm Name)
(_� 9'I I - v 3
Signature(Authorized Official of Consultant) Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit G-1(b) Certification of AGENCY
I hereby certify that I am the:
❑✓ County Engineer
❑ Other
of the Cowlitz County Department of Public Works , and RF Duncan and Associates, Inc.
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 firm,person, or organization, any fee, contribution, donation, or consideration
of any kind; except as hereby expressly stated(if any):
I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
L�11 ?��142
Signature Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit G-2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters - Primary 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 (3)year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under
a public transaction; violation of Federal or State anti-trust 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 and local)terminated for cause or default.
II. 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.
RF Duncan and Associates, Inc.
Consultant(Firm Name)
Vid) tit --Z 3
Signature(Author Official of Consultant) Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit G-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:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
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 Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 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 $10,000.00, and not more than $100,000.00,
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 sub-contracts, which exceed $100,000,
and that all such sub-recipients shall certify and disclose accordingly.
RF Duncan and Associates, Inc.
Consultant(Firm Name)
a rt__,b � -- G7- 2-3
Signature(Authorized Official of Consultant) Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit G-4 Certificate of Current Cost or Pricing Data
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section
2.101 of the Federal Acquisition Regulation(FAR) and required under FAR subsection 15.403-4) submitted,
either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's
representative in support of real estate appraisals and review appraisals * are accurate, complete, and current
as of **
This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing
rate AGREEMENT's between the offer or and the Government that are part of the proposal.
Firm: RF Duncan and Associates, Inc.
Signature Title
Date of Execution***:
*Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.)
**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.
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 1013012014
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations
and Insurance of this Agreement is amended to $
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of$
Such insurance coverage shall be evidenced by one of the following methods:
• Certificate of Insurance.
• Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for
those funds.
Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed
$1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted
to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
professional liability insurance required.
Notes: Cost of added insurance requirements: $
• Include all costs, fee increase, premiums.
• This cost shall not be billed against an FHWA funded project.
• For final contracts, include this exhibit.
This exhibit is not applicable. Insurance requirements are not being increased.
Agreement Number:
WSDOT Form 140-089 EF Exhibit H Page 1 of 1
Revised 1013012014
Exhibit I
Alleged Consultant Design Error Procedures
The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a
nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution
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 I Potential Consultant Design Error(s) is Identified by Agency's Project Manager
At the first indication of potential consultant design error(s), the first step in the process is for the 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 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 Error(s)
After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the
Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed
documentation than is normally required on the project. Examples include: all decisions and descriptions
of work; photographs, records of labor, materials and equipment.
Step 3 Contact the Consultant Regarding the Alleged Design Error(s)
If it is determined that there is a need to proceed further, the next step in the process is for the project
manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged
error(s). The project manager and other appropriate agency staff should represent the agency and the
consultant should be represented by their project manager and any personnel (including sub-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 error(s) 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 LP, through the Region Local Programs Engineer, a summary
of the settlement for review and to make adjustments, if any, as to how the settlement affects federal
reimbursements. No further action is required.
• There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may
request that the alleged design error(s) issue be forwarded to the Director of Public Works 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.
Agreement Number:
WSDOT Form 140-089 EF Exhibit I Page 1 of 2
Revised 1013012014
Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. 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, LP will request assistance from the Attorney General's Office
for legal interpretation. 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. 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.
Agreement Number:
WSDOT Form 140-089 EF Exhibit I Page 2 of 2
Revised 1013012014
Exhibit J
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:
• Summation of hours by classification for each firm that is included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Timeframe of the additional work that was outside of the project scope;
• Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
• Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.
Step 2 Review by Agency Personnel Regarding the Consultant's Claim for 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 Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
(if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including
backup documentation to the consultant to either supplement the agreement, or create a new agreement
for the claim.After the request has been approved, the Agency shall write the supplement and/or new
agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for
the agreement is subject to audit. No further action in needed regarding the claim procedures.
If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures.
Agreement Number:
WSDOT Form 140-089 EF Exhibit J Page 1 of 2
Revised 1013012014
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:
• Copy of information supplied by the consultant regarding the claim;
• Agency's summation of hours by classification for each firm that should be included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work;
• Explanation regarding those areas in which the Agency does/does not agree with the consultant's
claim(s);
• Explanation to describe what has been instituted to preclude future consultant claim(s); and
• Recommendations to resolve the claim.
Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation
The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim
is not eligible for federal participation, payment will need to be from agency funds.
Step 5 Informing Consultant of Decision Regarding the Claim
The Director of Public Works or Agency Engineer shall notify (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.
Agreement Number:
WSDOT Form 140-089 EF Exhibit J Page 2 of 2
Revised 1013012014