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Subject
Department
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Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4418
SAMPLEY CONSULTING
Consultant - Pedestrian/BTC Access Improvements
Engineering
PRO File Class LEG 12-1
$144,000
04/07/2005
12/31/2006
02/15/2008
GL $
AL $
E&O
Insurance Total $
Insurance Review Date
New Agreement 4/05 Modification #1-6/06
Hold Harmless
Vault 01/01/2008
CONTRACT MODIFICATION AGREEMENT NO. 1
BETWEEN THE CITY OF BREMERTON AND
Sampley Consulting
PROJECT Downtown Bremerton PedestrianlBTC Access Improvement
CONSULTANT
Sampley Consulting
DATE May 22,2006
THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE
LOCAL AGENCY STANDARD CONSULTANT AGREEMENT (the "Contract") entered
into between the City of Bremerton and Sample}' COl1sultblf! on April 7, 2005
WHEREAS, the parties agree that an unanticipated extension of the time required to complete the
design phase of the Downtown Bremerton PedestrianIBTC Access Improvement Project has
resulted in an increased amount of project coordination services
NOW THEREFORE, the payment for increased services is modified as stated herein.
All provisions in the Contract shall remain in full force and effect except as expressly modified by
this document.
For valuable consideration and by mutual consent of the parties, the modifications to the Contract
are as follows:
I.
Section
II. Scope
, is modified as follows: No change
Section
IV. Term
, is modified as follows: No Change
Section V. Payment , is modified as follows:
The original contract amount was $120,000. City shall pay the Consultant for the additional work
described above, based on time and materials, an amount not to exceed $24,000 for a total amended
contract amount of$144,OOO. including this Contract Modification.
II.
Consultant accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final settlement
of all of the Consultant's claims for contract time and for all costs of any kind, including
without limitation, costs of delays related to any work either covered or affected by this
Contract Modification, claims related to on-site or home office overhead, or lost profits. This
Contract Modification does not limit the City's right to bring a claim for past performance.
CONTRACT MODIFICA nON
Contract Number: 4418
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs and
other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Consultant
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
City Engineer / Public Works Director
approved to procc:?/Jtf 5/:3 I / 0 b
Initials and Date
CON~U T .
/'
By W. Eugene Samp ey
Its OtU .v~1'<-
DATE: 51;,!o~
~N
By ary Bozeman
Its Mayor
DATE: Cl<J.'-'.LJ i, e:AOOI.o
-------
APPROVED AS TO FORM:
~
'~l:;:=-=
NOTICES TO BE SENT TO:
NOTICES TO BE SENT TO:
Samp1ev Consulting
7407 Roundup Lane NW
Si1verda1e. W A 98383
Mr. Lynn Price.
Title Project Manager
City of Bremerton Engineering Department
3027 01ympus Drive
Bremerton, W A 98310
Phone 360.473.5272
R:\LEGAL\Contracts\FORMS\Contract Modification (2003).doc
CONTRACT MODIFICA nON
Contract Number: 4418
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Contract Number 4418
::Vendor Name
==Subject
1=Department
of Status Code
of
9=
SAMPLEY CONSULTING
CONSULTANT - PEDESTRIAN/BTC ACCESS IMPROVEMENTS
ECON DEVEL
PRO
+
of
9=
Insurance
Type Amount
E&O $1000000.00
Amount
Begin Date
End Date
Review Date
$120000.00
04/01/2004
12/31/2006 +
11/30/2006
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9=
Insurance Total $1000000.00
Insurance Review Date 04/01/2006 +
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Comments
NTE AMOUNT
SUPPLEMENTAL #1 2/05
NEW AGREEMENT 4/05
Local Agency
Standard Consultant
Agreement
Agreement Number
Federal Aid Number
HP-1998(029)
Agreement Type (Choose one)
o Lump Sum
Lump Sum Amount $
o Cost Plus Fixed Fee
Overhead Progress Payment Rate
Overhead Cost Method
D Actual Cost
D Actual Cost Not To Exceed
D Fixed Rate
Fixed Fee $
~ Specific Rates Of Pay
~ Negotiated Hourly Rate
D Provisional Hourly Rate
o Cost Per Unit of Work
Consultant! Addressrr elephone
Sampley Consulting
7407 Roundup Lane NW
Silverdale, W A 98383
Project Title And Work Description
Downtown Bremerton PedestrianIBTC
Access Improvement
%
DBE Participation
DYes ~ No
WBE Participation
DYes ~ No
%
%
%
%
FederallD Number or Social Security Number
554-56-7835
Do you require a 1099 for IRS?
DYes ~No
Completion Date
December 31, 2006
Total Amount Authorized $
120,000.00
Management Reserve Fund $
Maximum Amount Payable $
120,000.00
THIS AGREEMENT, made and entered into this 7 day of April 2005
between the Local Agency of City of Bremerton , Washington, hereinafter called the
"AGENCY" , and the above organization hereinafter called the "CONSULTANT".
WITNESSETH THAT:
WHEREAS, the AGENCY desires to accomplish the above referenced project, and
WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore
deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary
services for the PROJECT; and
WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State
Statutes relating to professional registration, if applicable, and has signified a willingness to furnish
Consulting services to the AGENCY,
NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained
herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows:
DOT Form 140-089 EF
Revised 12/99
Page 1 of 8
I
GENERAL DESCRIPTION OF WORK
The work under this AGREEMENT shall consist of
the above described work and services as herein
defined and necessary to accomplish the completed
work for this PROJECT. The CONSULTANT shall
furnish all services, labor and related equipment
necessary to conduct and complete the work as
designated elsewhere in this AGREEMENT.
II
SCOPE OF WORK
The Scope of Work and project level of effort for this
project is detailed in Exhibit "B" attached hereto, and
by this reference made a part of this AGREEMENT.
III
GENERAL REQUIREMENTS
All aspects of coordination of the work of this
AGREEMENT, with outside agencies, groups or
individuals shall receive advance approval by the
AGENCY. Necessary contacts and meetings with
agencies, groups or individuals shall be coordinated
through the AGENCY.
The CONSULTANT shall attend coordination,
progress and presentation meetings with the
AGENCY or such Federal, Community, State, City
or County officials, groups or individuals as may be
requested by the AGENCY. The AGENCY will
provide the CONSULTANT sufficient notice prior
to meetings requiring CONSULTANT participation.
The minimum number of hours or days notice -
required shall be agreed to between the AGENCY
and the CONSULTANT and shown in Exhibit "B"
attached hereto and made part of this AGREEMENT.
The CONSULTANT shall prepare a monthly
progress report, in a form approved by the AGENCY,
that will outline in written and graphical form the
various phases and the order of performance of the
work in sufficient detail so that the progress of the
work can easily be evaluated. Goals for Disadvan-
taged Business Enterprises (DBE) and Women
Owned Business Enterprises (WBE) if required shall
be shown in the heading of this AGREEMENT.
All reports, PS&E materials, and other data, furnished
to the CONSULTANT by the AGENCY shall be
returned. All designs, drawings, specifications,
documents, and other work products prepared by the
CONSULTANT prior to completion or termination of
this AGREEMENT are instruments of service for this
PROJECT and are property of the AGENCY. Reuse
by the AGENCY or by others acting through or on
behalf of the AGENCY of any such instruments of
service, not occurring as a part of this PROJECT,
shall be without liability or legal exposure to the
CONSULTANT.
IV
TIME FOR BEGINNING AND COMPLETION
The CONSULTANT shall not begin any work under
the terms of this AGREEMENT until authorized in
writing by the AGENCY. All work under this
AGREEMENT shall be completed by the date
shown in the heading of this AGREEMENT under
completion date.
The established completion time shall not be extended
because of any delays attributable to the CONSUL T-
ANT, but may be extended by the AGENCY, in the
event of a delay attributable to the AGENCY, or
because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions
beyond the control of the CONSULTANT. A prior
supplemental agreement issued by the AGENCY is
required to extend the established completion time.
V
PAYMENT
The CONSULTANT shall be paid by the AGENCY
for completed work and services rendered under this
AGREEMENT as provided in Exhibit "C" attached
hereto, and by this reference made part of this
AGREEMENT. Such payment shall be full compen-
sation for work performed or services rendered and
for all labor, materials, supplies, equipment, and
incidentals necessary to complete the work
specified in Section II, "Scope of Work". The
CONSULTANT shall conform with all applicable
portions of 48 CFR 31.
Page 2 of 8
VI
SUBCONTRACTING
The AGENCY permits subcontracts for those items
of work as shown in Exhibit G to this Agreement.
Compensation for this subconsultant work shall be
based on the cost factors shown on Exhibit G, at-
tached hereto and by this reference made a part of this
AGREEMENT.
The work of the subconsultant shall not exceed its
maximum amount payable unless a prior written
approval has been issued by the AGENCY.
All reimbursable direct labor, overhead, direct non-
salary costs and fixed fee costs for the subconsultant
shall be substantiated in the same manner as outlined
in Section V. All subcontracts exceeding $10,000 in
cost shall contain all applicable provisions of this
AGREEMENT.
The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT
without prior written permission of the AGENCY. No
permission for subcontracting shall create, between
the AGENCY and subcontractor, any contract or any
other relationship.
VII
EMPLOYMENT
The CONSULTANT warrants that he/she has not
employed or retained any company or person, other
than a bona fide employee working solely for the
CONSULTANT, to solicit or secure this contract, and
that it has not paid or agreed to pay any company or
person, other than a bona fide employee working
solely for the CONSULTANT, any fee, commission,
percentage, brokerage fee, gift, or any other consider-
ation, contingent upon or resulting from the award or
making of this contract. For breach or violation of this
warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability, or in its discre-
tion, to deduct from the AGREEMENT price or
consideration or otherwise recover the full amount of
such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
Any and all employees of the CONSULTANT or
other persons while engaged in the performance of
any work or services required of the CONSULTANT
under this AGREEMENT, shall be considered
employees of the CONSULTANT only and not of the
AGENCY, and any and all claims that mayor might
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 the
contract, any professional or technical personnel who
are, or have been, at any time during the period of the
contract, in the employ of the United States Depart-
ment of Transportation, the STATE, or the
AGENCY, except regularly retired employees,
without written consent of the public employer of
such person.
VIII
NONDISCRIMINATION
The CONSULTANT agrees not to discriminate
against any client, employee or applicant for employ-
ment or for services because of race, creed, color,
national origin, marital status, sex, age or handicap
except for a bona fide occupational qualification with
regard to, but not limited to the following: employ-
ment upgrading, demotion or transfer, recruitment or
any recruitment advertising, a layoff or terminations,
rates of payor other forms of compensation, selection
for training, rendition of services. The CONSUL T-
ANT understands and agrees that if it violates this
provision, this AGREEMENT may be terminated by
the AGENCY and further that the CONSULTANT
shall be barred from performing any services for the
AGENCY now or in the future unless a showing is
made satisfactory to the AGENCY that discrimina-
tory practices have terminated and that recurrence of
such action is unlikely.
During the performance of this AGREEMENT, the
CONSULTANT, for itself, its assignees and
successors in interest agrees as follows:
A. COMPLIANCE WITH REGULATIONS: The
CONSULTANT shall comply with the Regula-
tions relative to nondiscrimination in the same
manner as in Federal-assisted programs of the
Page 3 of 8
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 incorpo-
rated by reference and made a part of this
AGREEMENT. The consultant shall comply
with the American Disabilities Act of 1992, as
amended.
B. NONDISCRIMINATION: The CONSULTANT,
with regard to the work performed by it during the
AGREEMENT, shall not discriminate on the
grounds of race, creed, color, sex, age, marital
status, national origin or handicap except for a
bona fide occupational qualification in the selec-
tion and retention of subconsultants, including
procurements of materials and leases of equip-
ment. The CONSULTANT shall not participate
either directly or indirectly in the discrimination
prohibited by Section 21.5 of the Regulations,
including employment practices when the contract
covers a program set forth in Appendix II of the
Regulations.
C. SOLICITATIONS FOR SUBCONSULTANTS,
INCLUDING PROCUREMENTS OF MATERI-
ALS AND EQUIPMENT: In all solicitations
either by competitive bidding or negotiation made
by the CONSULTANT for work to be performed
under a subcontract, including procurements of
materials or leases of equipment, each potential
subconsultant or supplier shall be notified by the
CONSULTANT of the CONSULTANT's
obligations under this AGREEMENT and the
Regulations relative to nondiscrimination on the
grounds of race, creed, color, sex, age, marital
status, national origin and handicap.
D. 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 to be
pertinent to ascertain compliance with such
Regulations or directives. Where any information
required of the CONSULTANT is in the exclu-
sive possession of another who fails or refuses to
furnish this information the CONSULTANT shall
so certify to the AGENCY, or the United States
Department of Transportation as appropriate, and
shall set forth what efforts it has made to obtain
the information.
E. SANCTIONS FOR NONCOMPLIANCE: In the
event of the CONSULTANT's noncompliance
with the nondiscrimination provisions of this
AGREEMENT, the AGENCY shall impose
such sanctions as it or the Federal Highway
Administration may determine to be appropriate,
including, but not limited to:
1. Withholding of payments to the CONSUL T-
ANT under the AGREEMENT until the
CONSULTANT complies, and/or
2. Cancellation, termination or suspension of the
AGREEMENT, in whole or in part.
F. INCORPORATION OF PROVISIONS: The
CONSULTANT shall include the provisions of
paragraphs (A) through (G) in every subcontract,
including procurements of materials and leases of
equipment, unless exempt by the Regulations or
directives issued pursuant thereto. The CON-
SUL TANT shall take such action with respect to
any subconsultant or procurement as the
AGENCY or the Federal Highway Administra-
tion may direct as a means of enforcing such
provisions including sanctions for noncompli-
ance; provided, however, that, in the event a
CONSULTANT becomes involved in, or is
threatened with, litigation with a subconsultant or
supplier as a result of such direction, the CON-
UL T ANT may request the AGENCY to enter
into such litigation to protect the interests of the
AGENCY, and in addition, the CONSULTANT
may request the United States to enter into such
litigation to protect the interests of the United
States.
G. UNFAIR EMPLOYMENT PRACTICES: The
CONSULTANT shall comply with RCW
49.60.180.
Page 4 of 8
IX
TERMINATION OF AGREEMENT
The right is reserved by the AGENCY to terminate
this AGREEMENT at any time upon ten days written
notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the
AGENCY other than for default on the part of the
CONSULTANT, a final payment shall be made to the
CONSULTANT as shown in Exhibit F for the type of
AGREEMENT used.
No payment shall be made for any work completed
after ten days following receipt by the CONSUL T-
ANT 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 computed as set forth herein above, then no
final payment shall be due and the CONSULTANT
shall immediately reimburse the AGENCY for any
excess paid.
If the services of the CONSULTANT are terminated
by the AGENCY for default on the part of the CON-
SUL T ANT, the above formula for payment shall not
apply. In such an event, the amount to be paid shall be
determined by the AGENCY with consideration
given to the actual costs incurred by the CONSUL T-
ANT in performing the work to the date of
termination, the amount of work originally required
which was satisfactorily completed to date of termina-
tion, whether that work is in a form or a type which is
usable to the AGENCY at the time of termination;
the cost to the AGENCY of employing another firm
to complete the work required and the time which
maybe required to do so, and other factors which
affect the value to the AGENCY of the work per-
formed at the time of termination. Under no
circumstances shall payment made under this subsec-
tion exceed the amount which would have been made
using the formula set forth in the previous paragraph.
If it is determined for any reason that the CONSUL T-
ANT was not in default or that the CONSULTANT's
failure to perform is without it or it's employee's fault
or negligence, the termination shall be deemed to be a
termination for the convenience of the AGENCY in
accordance with the provision of this AGREEMENT.
In the event of the death of any member, partner or
officer of the CONSULTANT or any of its supervi-
sory personnel assigned to the project, or, dissolution
of the partnership, termination of the corporation, or
disaffiliation of the principally involved employee,
the surviving members of the CONSULTANT hereby
agree to complete the work under the terms of this
AGREEMENT, if requested to do so by the
AGENCY. The subsection shall not be a bar to
renegotiation of the AGREEMENT between the
surviving members of the CONSULTANT and the
AGENCY, if the AGENCY so chooses.
In the event of the death of any of the parties listed in
the previous paragraph, should the surviving members
of the CONSULTANT, with the AGENCY's concur-
rence, desire to terminate this AGREEMENT,
payment shall be made as set forth in the second
paragraph of this section.
Payment for any part of the work by the AGENCY
shall not constitute a waiver by the AGENCY of any
remedies of any type it may have against the CON-
SUL T ANT for any breach of this AGREEMENT by
the CONSULTANT, or for failure of the CONSUL T-
ANT to perform work required of it by the
AGENCY. Forbearance of any rights under the
AGREEMENT will not constitute waiver of entitle-
ment to exercise those rights with respect to any
future act or omission by the CONSULTANT.
X
CHANGES OF WORK
The CONSULTANT shall make such changes and
revisions in the complete work of this AGREEMENT
as necessary to correct errors appearing therein, when
required to do so by the AGENCY, without additional
compensation thereof. Should the AGENCY find it
desirable for its own purposes to have previously
satisfactorily completed work or parts thereof
changed or revised, the CONSULTANT shall make
such revisions as directed by the AGENCY. This
work shall be considered as Extra Work and will be
paid for as herein provided under Section XIV.
Page 5 of 8
XI
DISPUTES
Any dispute concerning questions of fact in connec-
tion with the work not disposed of by AGREEMENT
between the CONSULTANT and the AGENCY shall
be referred for determination to the Director of Public
Works or AGENCY Engineer, whose decision in the
matter shall be final and binding on the parties of this
AGREEMENT, provided however, that if an action is
brought challenging the Director of Public Works or
AGENCY Engineer's decision, that decision shall be
subject to de novo judicial review.
XII
VENUE, APPLICABLE LAW AND
PERSONAL JURISDICTION
In the event that either party deems it necessary to
institute legal action or proceedings to enforce any
right or obligation under this AGREEMENT, the
parties hereto agree that any such action shall be
initiated in the Superior court of the State of Washing-
ton situated in the county the AGENCY is located in.
,
The parties hereto agree that all questions shall be
resolved by application of Washington law and that
the parties to such action shall have the right of appeal
from such decisions of the Superior court in accor-
dance 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 in.
XIII
LEGAL RELATIONS AND INSURANCE
The CONSULTANT shall comply with all Federal,
State, and local laws and ordinances applicable to the
work to be done under this AGREEMENT. This
AGREEMENT shall be interpreted and construed in
accord with the laws of Washington.
The CONSULTANT shall indemnify and hold the
AGENCY and the STATE, and their officers and
employees harmless from and shall process and
defend at its own expense all claims, demands, or
suits at law or equity arising in whole or in part from
the CONSULTANT's negligence or breach of any of
its obligations under this AGREEMENT; provided
that nothing herein shall require a CONSULTANT to
indemnify the AGENCY and the STATE against and
hold harmless the AGENCY and the STATE from
claims, demands or suits based solely upon the
conduct of the AGENCY and the STATE, their
agents, officers and employees and provided further
that if the claims or suits are caused by or result from
the concurrent negligence of (a) the
CONSULTANT's agents or employees and (b) the
AGENCY and the STATE, their agents, officers and
employees, this indemnity provision with respect to
(1) claims or suits based upon such negligence, (2) the
costs to the AGENCY and the STATE of defending
such claims and suits, etc. shall be valid and enforce-
able only to the extent of the CONSULTANT's
negligence or the negligence of the CONSULTANT's
agents or employees.
The CONSULTANT's relation to the AGENCY shall
be at all times as an independent contractor.
The CONSULTANT specifically assumes potential
liability for actions brought by the CONSULTANT's
own employees against the AGENCY and, solely for
the purpose of this indemnification and defense, the
CONSULTANT specifically waives any immunity
under the state industrial insurance law, Title 51
RCW. The CONSULTANT recognizes that this
waiver was specifically entered into pursuant to the
provisions of RCW 4.24.115 and was the subject of
mutual negotiation.
Unless otherwise specified in the AGREEMENT, the
AGENCY shall be responsible for administration of
construction contracts, if any, on the project. Subject
to the processing of an acceptable, supplemental
agreement, the CONSULTANT shall provide on-call
assistance to the AGENCY during contract adminis-
tration. By providing such assistance, the
CONSULTANT shall assume no responsibility for:
proper construction techniques, job site safety, or any
construction contractor's failure to perform its work
in accordance with the contract documents.
The CONSULTANT shall obtain and keep in force
during the terms of the AGREEMENT, or as other-
wise required, the following insurance with
companies or through sources approved by the State
Insurance Commissioner pursuant to RCW 48.
Page 6 of 8
Insurance Coverage
A. Worker's compensation and employer's liability
insurance as required by the STATE.
B. 81:1,'1:1, al co"",,el dalliability ifl3uffiflee iA an
al1,Oul,t I,ot less tl,al, a sil,gle limit of Ofle milliofl
allJ 00/100 Dallals ($1,000,000.00) for bodily
ifljul') , ifldudiflg deet'" BAa f3repeft;' dLll'flage
per ooourrenoe.
Excepting the Worker's Compensation insurance and
any professional liability insurance secured by the
CONSULTANT, the AGENCY will be named on all
certificates of insurance as an additional insured. The
CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required
by this AGREEMENT. The AGENCY reserves the
right to require complete, certified copies of all
required insurance policies at any time.
All insurance shall be obtained from an insurance
company authorized to do business in the State of
Washington. The CONSULTANT shall submit a
verification of insurance as outlined above within
14 days of the execution of this AGREEMENT to
the AGENCY.
No cancellation of the foregoing policies shall be
effective without thirty (30) days prior notice to
the AGENCY.
The CONSULTANT's professional liability to the
AGENCY shall be limited to the amount payable
under this AGREEMENT or one million dollars,
whichever is the greater unless modified by
Exhibit H. In no case shall the CONSULTANT's
professional liability to third parties be limited in
any way.
The AGENCY will pay no progress payments
under Section V until the CONSULTANT has fully
complied with this section. This remedy is not exclu-
sive; and the AGENCY and the STATE may take
such other action as is available to them under other
provisions of this AGREEMENT, or otherwise in law.
XIV
EXTRA WORK
A. The AGENCY may at any time, by written order,
make changes within the general scope of the
AGREEMENT in the services to be performed.
B. If any such change causes an increase or decrease
in the estimated cost of, or the time required for,
performance of any part of the work under this
AGREEMENT, whether or not changed by the
order, or otherwise affects any other terms and
conditions of the AGREEMENT, the AGENCY
shall make an equitable adjustment in the
(1) maximum amount payable; (2) delivery or
completion schedule, or both; and (3) other
affected terms and shall modify the AGREE-
MENT accordingly.
C. The CONSULTANT must submit its "request
for equitable adjustment" (hereafter referred to
as claim) under this clause within 30 days from
the date of receipt of the written order. However,
if the AGENCY decides that the facts justify it,
the AGENCY may receive and act upon a claim
submitted before final payment of the
AGREEMENT.
D. Failure to agree to any adjustment shall be a
dispute under the Disputes clause. However
nothing in this clause shall excuse the CON-
SUL TANT from proceeding with the
AGREEMENT as changed.
E. Notwithstanding the terms and condition of
paragraphs (a) and (b) above, the maximum
amount payable for this AGREEMENT, shall
not be increased or considered to be increased
except by specific written supplement to this
AGREEMENT.
XV
ENDORSEMENT OF PLANS
The CONSULTANT shall place his endorsement on
all plans, estimates or any other engineering data
furnished by him.
Page 7 of 8
XVI
FEDERAL AND STATE REVIEW
The Federal Highway Administration and the
Washington State Department of Transportation
shall have the right to participate in the review or
examination of the work in progress.
XVII
CERTIFICATION OF THE CONSULTANT
AND THE AGENCY
Attached hereto as Exhibit "A-1", are the
Certifications of the Consultant and the Agency,
Exhibit "A-2" Certification regarding debarment,
suspension and other responsibility matters - primary
covered transactions, Exhibit "A-3" Certification
regarding the restrictions of the use of Federal funds
for lobbying, and Exhibit "A-4" Certificate of Current
Cost or Pricing Data. Exhibits "A-3" and "A-4" are
only required in Agreements over $100,000.
XVIII
COMPLETE AGREEMENT
This document and referenced attachments contains
all covenants, stipulations and provisions agreed upon
by the parties. No agent, or representative of either
party has authority to make, and the parties shall not
be bound by or be liable for, any statement, represen-
tation, promise or agreement not set forth herein. No
changes, amendments, or modifications of the terms
hereof shall be valid unless reduced to writing and
signed by the parties as an amendment to this
AGREEMENT.
XIX
EXECUTION AND ACCEPTANCE
This AGREEMENT may be simultaneously executed
in several counterparts, each of which shall be
deemed to be an original having identical legal effect.
The CONSULTANT does hereby ratify and adopt all
statements, representations, warranties, covenants,
and agreements contained in the proposal, and the
supporting materials submitted by the CONSUL T-
ANT, and does hereby accept the AGREEMENT and
agrees to all of the terms and conditions thereof.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first
above written.
By
/AIf2e
Consultant W. Eugene Sampley
BY~
-
J
Agency Cary Bozeman, Mayor
Page 8 of 8
Exhibit A-1
Certification Of Consultant
Project No.
Local Agency
I hereby certify that I am W. Eugene Sampley
representative of the firm of Sampley Consulting
7407 Roundup Lane NW, Silverdale, W A 98383
firm I here represent has:
and duly authorized
whose address is
and that neither I nor the above
(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 contract.
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of
any firm or person in connection with carrying out the contract.
(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 the contract; except as here expressly stated (if any):
I further certify that the firm I hereby represent is authorized to do business in the State of Washington and
that the firm is in full compliance with the requirements of the board of Professional Registration.
I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving
participation of Federal aid funds and is subject to applicable State and Federal laws, both criminal and civil.
4/7/2005
Date
~wrn
Certification of Agency Official
I hereby certify that I am the AGENCY Official of the Local Agency of City of Bremerton Washington
and that the above consulting firm or their representative has not been required, directly or indirectly as an
express or implied condition in connection with obtaining or carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Payor agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of
any kind, except as here expressly stated (if any).
I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of
Transportation, in connection with this contract involving participation of Federal aid highway funds and it
subject to applicable State and Federal laws, both criminal and civil.
P~5
ate
~~
'= gnature
Exhibit A-2
Certification Regarding Debarment, Suspension, and Other Responsibility
Matters-Primary Covered Transactions
1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its
principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission or fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public
transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal,
state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this certification;
and
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (federal, state, or local) terminated for cause or default.
2. Where the prospective primary participant is unable to certifY to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Consultant (Firm): Sampley Consulting
4/7/2005
(Date)
Exhibit A-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 influenc.e an officer or employee of any federal agency, a member of
Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with
the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any federal agency, a member of Congress,
an officer or employee of Congress, or an employee of a member of Congress in connection with this federal
contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard
Form-LLL, "Disclosure Form to 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 and not more than $100,000 for each
such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require
that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and
that all such subrecipients shall certify and disclose accordingly.
Consultant (Firm): Sampley Consulting
4/7/2005
(Date)
Exhibit A-4
Certificate of Current Cost or Pricing Data
This is to verify that, to the best of my knowledge and belief, the cost or pricing data (as defined in
section 15.401 ofthe 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 Downtown PedestrianlBTC Access Imp.
* are accurate, complete, and current as of April 7, 2005 **. This certification includes
the cost or pricing data supporting any advance agreements and forward pricing rate agreements between
the offeror and the Government that are part of the proposal.
Firm Sampley Consulting
Name W. Eugene Sampley
Title Owner
Date of Execution*** April 7, 2005
* Identify the proposal, quotation, request for price adjustment, or other submission involved,
giving the appropriate identifying number (e.g., RFP No.).
** Insert the day, month, and year when price negotiations were concluded and price agreement
was reached.
*** Insert the day, month, and year of signing, which should be as close as practicable to the date
when the price negotiations were concluded and the contract price was agreed to.
Exhibit B-1
Scope of Work
Project No.
The Consultant shall perform project coordination services necessary to closely monitor and coordinate
the performance of the project participants, including the City's Consultant for project environmental
and engineering services (Design Consultant) and City staff in their respective roles in the prosecution of
work Consultant shall provide thorough coordination sufficient to ensure the overall success ofthe
project; however, Consultant shall not have authority or responsihility for directing the actual
performance of any work The first sentence of Section ill shall only apply to coordination activities
specifically identified in writing hy the Director ofPuhlic Works and Utilities
Consultant shall participate in project meetings including, hut not limited to monthly Project Oversight
Committee meetings, weekly project team meetings ofthe Design Consultant, weekly City project
coordination meetings, and project meetings related to the puhlic envolvement process Consultant shall
also provide hriefings or assist in hriefings to City and other local government councils and commissions
Documents To Be Furnished By The Consultant
The Consultant shall suhmit monthly progress reports on Consultant's Activities
Exhibit C-3
Payment
(Negotiated Hourly Rate)
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this
AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The
CONSULTANT shall conform with all applicable portions of 48 CFR 31.
1. Hourly Rates
The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates
shown in ExhibitsD and E attached hereto and by this reference made part of this AGREEMENT. The rates
listed shall be applicable for the first 12-month period and shall be subject to negotiation for the following
12-month period upon request of the CONSULTANT or the AGENCY. Ifnegotiations are not conducted for
the second or subsequent 12-month periods within 90 days after completion of the previous period, the rates
listed in this AGREEMENT or subsequent written authorization(s) from the AGENCY shall be utilized for
the life ofthe AGREEMENT. The rates are inclusive of direct salaries, payroll additives, overhead, and fee.
ill the event renegotiation of the hourly rates is conducted, the AGENCY reserves the right to audit for any
change in the overhead rate currently in use by the CONSULTANT and modify the hourly rates to be paid to
the CONSULTANT subsequent to the renegotiation accordingly. Any changes in the CONSULTANT'S
fixed hourly rates may include salary or overhead adjustments.
2. Direct Nonsalary Costs
Direct nonsalary 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 subconsultants. Air or train travel will only be reimbursed to economy class levels unless
otherwise approved by the AGENCY. Automobile mileage for travel will be reimbursed as the current rate
approved for AGENCY employees and shall be supported by the date and time of each trip with origin and
designation of such trips. Subsistence and lodging expenses will be reimbursed at the same rate as for
AGENCY employees. The billing for nonsalary cost, directly identifiable with the PROJECT, shall be an
itemized listing of the charges supported by the original bills, invoices, expense accounts, and miscellaneous
supporting data retained by the CONSULTANT. 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.
3. Management Reserve Fund
The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator
the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or
reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT.
Such authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or 10% ofthe Total
Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the
Management Reserve Fund is shown in the heading of this agreement. This fund may be replenished in a
subsequent supplemental agreement. Any changes requiring additional costs in excess of the "Management
Reserve Fund" shall be made in accordance with Section XIV, "Extra Work."
4. Maximum Amount Payable
The maximum amount payable for completion of work under this AGREEMENT shall not exceed the amount
shown in the heading ofthis AGREEMENT. The maximum amount payable includes the Management
Reserve Fund, but does not include payment for extra work as stipulated in Section XN, "Extra Work." No
minimum amount payable is guaranteed under this AGREEMENT.
5. Monthly Progress Payments
Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly
invoices shall be supported by detailed statements for hours expended at the rates established in Exhibits D and
E, including names and classifications of all employees, and invoices for all direct nonsalary expenses. To
provide a means of verifYing the invoiced 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 project at the time ofthe interview.
6. Inspection of Cost Records
The CONSULTANT and his/her subconsuItants shall keep available for inspection by representatives of the
AGENCY, ST ATE, and the United States, for a period of three years after final payment, the cost records and
accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with following
exception: if any litigation, claim, or audit is started before the three-year period, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved. The three-year retention
period begins when the CONSULTANT receives final payment.
7. 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 work under this AGREEMENT, contingent
upon receipt of all PS&E, plans, maps, notes, reports, 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 ninety (90) days of notice of the overpayment. Such refund shall not constitute a
waiver by the CONSULTANT or any claims relating to the validity of a finding by the AGENCY of
overpayment.
Exhibit C-5
Payment
(Cost Per Unit Of Work)
1. When the AGENCY requests that a project be undertaken, the CONSULTANT shall prepare a fee proposal
based upon a typical scope of work. Upon agreement by the AGENCY and the CONSULT ANT upon a scope
of work and related fee, a maximum encumbrance, inclusive of expenses, will be established, to serve as a
maximum amount payable for the project. For accounting purposes, the CONSULTANT will be paid by the
AGENCY for work done, based upon mutually agreed unit rates for work defined in Exhibits D and E. The
listed rates shall be applicable throughout the life of this AGREEMENT. The rates are inclusive of actual
salaries, overhead, profit, tools, materials, and equipment necessary or incidental for the completion of the
AGREEMENT work.
Compensation for the following expenditures will be allowed when these costs are incurred directly in
fulfilling the terms of this AGREEMENT:
2. The maximum total amount payable by the AGENCY to the CONSULTANT under this AGREEMENT shall
not exceed the amount shown on page 1 of this AGREEMENT, unless a supplemental AGREEMENT has
been negotiated and executed by the AGENCY prior to incurring any costs in excess of the maximum
amount payable.
3. The CONSULTANT may submit invoices to the AGENCY not more often than once per month during the
progress of the work for partial payment of work completed to date. The invoices will indicate the units of
work completed each day during the invoice period in addition to the previous total. Direct nonsalary costs,
such as travel, reproduction, telephone, supplies, and computer costs, shall be supported by an original or a
copy of the invoice or billing instrument the CONSULTANT received for payment. For example, a copy of
the telephone company's itemized listing showing each call is necessary to verify the billing for long distance
telephone calls. Such invoices will be checked by the AGENCY and payment will be made in full for the
amount thereof as has been found to represent the value of the completed work, less the amounts
previously paid.
Exhibit 0-2
Consultant Fee Determination. Summary Sheet
(Specific Rates of Pay)
Fee Schedule
Discipline or Job Title
Project Coordinator
Hourly
Rate
105.00
Overhead
@ %
0.00
Profit
@ %
0.00
Rate
Per Hour
105.00
Exhibit F
Payment Upon Termination of Agreement
By the Agency Other Than for
Fault of the Consultant
(Refer to Agreement, Section IX)
Lump Sum Contracts
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 PROJECT. ill addition, the CONSULTANT shall be paid for any authorized extra
work completed.
Cost Plus Fixed Fee Contracts
A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall
total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is
to the total work required for the Project. ill addition, the CONSULTANT shall be paid for any authorized extra
work completed.
Specific Rates of Pay Contracts
A fmal payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this
AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT.
Cost Per Unit of Work Contracts
A final payment shall be made to the CONSULTANT for actual units of work completed at the time of
termination of this AGREEMENT.
Exhibit H
(To Be Used Only If Insurance Requirements Are Increased)
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal
Relations and Insurance of this Agreement is amended to $ ~/ A
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits
in the amount of $ 1,000,000.00
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 (FHW A) for approval to increase the minimum insurance limit.
If FHW A approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the
additional professiona11iability insurance required.
Notes: Cost of added insurance requirements: $
Include all costs, fee increase, premiums.
This cost shall not be billed against an FHW A funded project.
For final contracts, include this exhibit.
+--------------------------------------------------------------------------+
tEnter Search Criteria, Press Ese Key to Transmit t
tpress Del Key to Terminate Delete Mode t
CHANGE Contract Transactions t
t Contract Number 4418 t
t t
tvendor Name SAMPLEY CONSULTING t
Subject CONSULTANT - PEDESTRIAN/BTC ACCESS IMPROVEMENTS t
tDepartment ECON DEVEL t
tStatus Code PRO t
t Amount $65000.00 t
t Begin Date 04/01/2004 t
t Insurance End Date 12/31/2005 t
t Type Amount Review Date 11/30/2005 t
t Press F1 for E&O $1000000.00 t
t valid insurance t
t type codes t
t Insurance Total $1000000.00 t
t Insurance Review Date 04/01/2005 ,.
,. ,.
,. Comments NTE AMOUNT SUPPLEMENTAL #1 2/05 ,.
,. ,.
,. ,.
+--------------------------------------------------------------------------+
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+Enter Search Criteria, Press Esc Key to Transmit
Press Del Key to Terminate Delete Mode
CHANGE Contract Transactions
Contract Number 4418
+
Vendor Name SAMPLEY CONSULTING
Subject CONSULTANT - PEDESTRIAN/BTC ACCESS IMPROVEMENTS
Department ECON DEVEL
Status Code PRO
Amount $50000.00
Begin Date 04/01/2004
Insurance End Date
Type Amount Review Date 12/01/2004
$100oooo.oo
Insurance Total $1000000.00
Insurance Review Date 04/01/2005
+
Comments NTE AMOUNT/NEGOTIATED HOURLY
Consultant/Address/Telephone
Local Agency Sampley Consul ting
Standard Consultant 7407 Roundup Lane NW
Agreement Silverdale, WA 98383
Agreement Number
Federal Aid Number Project Title And Work Description
lClL~i~* IC~(~PZc~.'~ Downtown Bremerton Pedestrian / BTC
Agreement Type (Choose one) Access Improvements
[] Lump Sum
Lump Sum Amount $
[] Cost Plus Fixed Fee
Overhead Progress Payment Rate __ % DBE Participation
Overhead Cost Method [] Yes [] No %
[] Actual Cost WBE Participation
I--lYes I~No %
[] Actual Cost Not To Exceed %
Federal ID Number or Sodal Security Number
[] Fixed Rate % 554-56-7835
Fixed Fee $ Do you[] requireyes []a 1099No for IRS? Completion Date
[] Specific Rates Of Pay
~'1 Negotiated Hourly Rate Total Amount Authorized $ 50,000
[] Provisional Hourly Rate Management Reserve Fund $ 0
[] Cost Per Unit of Work
Maximum Amount Payable $ 50,000
1st Aprit 2004
THIS AGREEMENT, made and entered into this day of
between the Local Agency of City of Bremerton ,Washington, hereinaffer called the
"AGENCY', and the above organization hereinafter called the "CONSULTANT".
WlTNESSETH THAT:
WHEREAS, the AGENCY desires to accomplish the above referenced project, and
WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore
deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary
services for the PROJECT; and
WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State
Statutes relating to professional registration, if applicable, and has signified a willingness to furnish
Consulting services to the AGENCY,
NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained
herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows:
DOT Fo~m 140~e9 EF Page 1 of 8
I All reports, PS&E materials, and other data, tomished
GENERAL DESCRIPTION OF WORK to the CONSULTANT by the AGENCY shall be
returned. Ail designs, drawings, specifications,
The work under this AGREEMENT shall consist of documents, and other work products prepared by the
the above bescdbed work and services as herein CONSULTANT pdor to completion or termination of
defined and necessary to accomplish the completed this AGREEMENT are instruments of service for this
work for this PROJECT. The CONSULTANT shall PROJECT and are property of the AGENCY. Reuse
furnish all services, labor and related equipment by the AGENCY or by others acting through or on
necessary to conduct and complete the work as behalf of the AGENCY of any such instruments of
designated elsewhere in this AGREEMENT. service, not occurring as a part of this PROJECT,
shall be without liability or legal exposure to the
II CONSULTANT.
SCOPE OF WORK
IV
The Scope of Work and project level of effort for this TIME FOR BEGINNING AND COMPLETION
project is detailed in Exhibit "B" attached hereto, and
by this reference mede a part of this AGREEMENT. The CONSULTANT shall not begin any work under
the terms of this AGREEMENT until authorized in
III writing by ff~e AGENCY. All work under this
GENERAL REQUIREMENTS AGREEMENT shall be completed by the date
shown in the heading of this AGREEMENT under
All aspects of coordination of the work of this
completion date.
AGREEMENT, with outside agencies, groups or
individuals shall receive advance approval by the The established completion time shall not be extended
AGENCY. Necessary contacts and meetings with because of any delays attributable to the CONSULT-
agencies, groups or individuals shall be coordinated ANT, but may be extended by the AGENCY, in the
through the AGENCY. event of a delay attributable to the AGENCY, or
because of unavoidable delays caused by an act of
The CONSULTANT shall attend coordination, GOD or governmental actions or other conditions
progress and presentation meetings with the beyond the control of the CONSULTANT. A pdor
AGENCY or such Federal, Community, State, City supplemental agreement issued by the AGENCY is
or County officials, groups or individuals as may be required to extend the established cempletJon time.
requested by the AGENCY. The AGENCY will
provide the CONSULTANT sufficient notice prior V
to meetings requiring CONSULTANT partJdpation. PAYMENT
The minimum number of hours or days notice -
required shall be agreed to between the AGENCY The CONSULTANT shall be paid by the AGENCY
and the CONSULTANT and shown in Exhibit 'B' for completed work and services rendered under this
attached hereto and made part of this AGREEMENT. AGREEMENT as provided in Exhibit ~C" attached
The CONSULTANT shall prepare a monthly hereto, and by this reference made part of this
progress report, in a form approved by the AGENCY, AGREEMENT. Such payment shall be full cornpon-
that will outline in written and graphical form the sation for work performed or services rendered and
various phases and the order of performance of the for all labor, materials, supplies, equipment, and
work in sulficient detail so that the progress of the incidentals necessary to complete the work
work can easily be evaluated. Goals for Dissdvan- specified in Section II, "Scope of Work". The
tagad Business Enterprises (DBE) and Women CONSULTANT shall conform with all applicable
portions of 48 CFR 31.
Owned Business Enterprises (WBE) if required shall
be shown in the heading of this AGREEMENT.
Page 2 of 8
V l employees of the CONSULTANT only and not of the
SUBCONTRACTING AGENCY, and any and all claims that may or might
adse under any Workmen's compensation Act on
The AGENCY permits subcontracts fur those items
behalf of said employees or other pemons while so
of work as show~ in Exhibit G to this Agreement.
engaged, and any and all claims made by a third party
Compensation for this subconsultant work shall be as a consequence of any act or omission on the part of
based on the cost factors shown on Exhibit G, at- the CONSULTANT's employees or other persons
tached hereto and by this reference mede a pert of this while so engaged on any of the work or services
AGREEMENT. provided fu be rendered herein, shall be the sole
The work of the subconsultant shall not exceed its obligation and responsibility of the CONSULTANT.
maximum amount payable unless a pdor wfittan The CONSULTANT shall not engage, on a full or
approval has been issued by the AGENCY. pert time basis, or other basis, dudng the bedod of the
All reimbursable direct labor, overhead, direct non- contract, any professional or technical personnel who
salary costs and fixed fee costs for the subconsultant are, or have been, at any time during the pedod of the
shall be substantiated in the same manner as outlined contract, in the employ of the United States Depart-
in Section V. All subcontracts exceeding $10,000 in merit of Transportation, the STATE, or the
cost shall contain all applicable provisions of this AGENCY, except regularly retired employees,
AGREEMENT. without written consent of the public employer of
such person.
The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT VIII
without pdor wdtten permission of the AGENCY. No NONDISCRIMINATION
permission for subcontracting shall create, between
the AGENCY and subcontractor, any contract or any The CONSULTANT agrees not fu discriminate
other relationship, against any client, employee or applicant for employ-
ment or fur services because of race, creed, salor,
VII national origin, madtal status, sex, age or handicap
EMPLOYMENT except for a bona fide occupational qualification with
regard to, but not limited to the following: employ-
The CONSULTANT warrants that he/she has not
ment upgrading, demotion or transfer, recruitment or
employed or retained any company or person, other
any recruitment advertising, a layoff or terminations,
than a bona fide employee working salely for the
rates of pay or other furms of compensation, selection
CONSULTANT, to solicit or secure this contract, and
for training, rendition of services. The CONSULT-
that it has not paid or agreed to pay any company or
ANT understands and agrees that if it violates this
person, other than a bona fide employee working
provision, this AGREEMENT may be terminated by
solely for the CONSULTANT, any fee, commission,
the AGENCY and further that the CONSULTANT
percentage, brokerage fee, gift, or any other consider-
shall be parred from performing any services fur the
ation, contingent upon or resulting from the award or
AGENCY now or in the future unless a showing is
making of this contract. For breach or violation of this
made satisfactory to the AGENCY that discdmina-
warrant, the AGENCY shall have lhe dght to annul
tory practices have terminated and that recurrence of
this AGREEMENT without liability, or in its discre-
such action is unlikely.
tion, to deduct from the AGREEMENT pdce or
consideration or otherwise recover the tull amount of Dudng the performance of this AGREEMENT, the
such fee, commission, percentage, brokerage fee, gift, CONSULTANT, for itself, its assignees and
or contingent fee. successors in interest agrees as follows;
Any and all employees of the CONSULTANT or A. COMPLIANCE WITH REGULATIONS: The
other persons while engaged in the performance of CONSULTANT shall comply with the Regula-
any work or services required of the CONSULTANT tions relative to nondiscrimination in the same
under this AGREEMENT, shall be considered manner as in Federal-assisted programs of the
Page 3 of 8
Department of Transportation, Title 49, Code of sire possession of another who tails or refuses to
Federal Regulations, Part 21, as they may be furnish this information the CONSULTANT shall
amended from time to time, (hereinafter referred so certify to the AGENCY, or the United States
to as the Regulations), which are herein incorpo- Department of Transportation as appropriate, and
rated by reference and made a port of this shall set forth what efforts it has made to obtain
AGREEMENT. The consultant shall comply the information.
with the Amedcan Disabilities Act of 1992, as
E. SANCTIONS FOR NONCOMPLIANCE: In the
amended.
event of the CONSULTANT's noncompliance
B. NONDISCRIMINATION: The CONSULTANT, with the nondiscrimination provisions of this
with regard to the work performed by it during the AGREEMENT, the AGENCY shall impose
AGREEMENT, shell not discriminate on the such sanctions as it or the Federal Highway
grounds of race, creed, color, sex, age, madtal Administration may determine to be appropriate,
status, national origin or handicap except for a including, but not limited to:
bona fide cccupational qualification in the selec-
1. Withholding of payments to the CONSULT~
tion and retention of subconsultants, including
ANT under the AGREEMENT until the
procurements of materials and leases of equip-
CONSULTANT complies, and/or
merit. The CONSULTANT shall not participate
either directly or indirectly in the discrimination 2. Cancellation, terminatlea or suspension of the
prohibited by Section 21.5 of the Regulations, AGREEMENT, in whole or in part.
including employment practices when the contract
F. INCORPORATION OF PROVISIONS: The
covers a program set forth in Appendix II of the
Regulations. CONSULTANT shall include the provisions of
paragraphs (A) through (G) in every subcontract,
C. SOLICITATIONS FOR SUBCONSULTANTS, including procurements of matadals and leases of
INCLUDING PROCUREMENTS OF MATER!- equipment, unless exempt by the Regulations or
ALS AND EQUIPMENT: In all solicitations directives issued pursuant thereto. The CON-
either by compatltive bidding or negotiation made SULTANT shall take such action with respect to
by the CONSULTANT for work to be performed any subconsultant or procurement as the
under a subcontract, including prccurements of AGENCY or the Federal Highway Administra-
materials or leases of equipment, each potential tion may direct as a means of enforcing such
subconsuitant or supplier shall be notified by the provisions incJuding sanctions for noncompli-
CONSULTANT of the CONSULTANT's ance; provided, however, that, in the event a
obligations under this AGREEMENT and the CONSULTANT becomes involved in, or is
Regulations relative to nondiscrimination on the threatened with, litigation with a subconsultant or
grounds of race, creed, color, sex, age, madtal supplier as a result of such direction, the CON-
status, national odgin end handicap. ULTANT may request the AGENCY to enter
D. INFORMATION AND REPORTS: Tbe into such litigation fo protect the interests of the
AGENCY, and in addition, the CONSULTANT
CONSULTANT shall provide all information
may request the United States to enter into such
and reports required by the Regulations, or
litigation to protect the interests of the United
directives issued pumuant thereto, and shall
States.
permit access to its books, records, accounts,
other sourcas of informaUon, and its tacilitles as G. UNFAIR EMPLOYMENT PRACTICES: The
may be determined by the AGENCY to be CONSULTANT shall comply with RCW
pertinent to ascertain compliance with such 49.60.180.
Regulations or directives. Where any information
required of the CONSULTANT is in the exdu-
Page 4 of 8
IX In the event of the dealh of any member, partner or
TERMINATION OF AGREEMENT officer of the CONSULTANT or any of its supervi-
sery personnel assigned to the project, or, dissolution
The dght is reserved by the AGENCY to terminate
of the partnership, termination of the corporation, or
this AGREEMENT at any time upon ten days wdtten
disaffiliation of the principally involved employee,
notice to the CONSULTANT.
the surviving members of the CONSULTANT hereby
In the event this AGREEMENT is terminated by the agree to complete the work under the terms of this
AGENCY other than for default on the part of the AGREEMENT, if requested to do so by the
CONSULTANT, a final payment shall be made to the AGENCY. The subsection shall not be a bar to
CONSULTANT as show~ in Exhibit F for the type of renegotiation of the AGREEMENT between th~
AGREEMENT used. surviving members of the CONSULTANT and the
AGENCY, if the AGENCY so chooses.
No payment shall be mede for any work completed
after ten days following receipt by the CONSULT- In the event of the death of any of the parties listed in
ANT of the Notice to terminate. If the accumulated the previous paragraph, should the surviving members
payment made to the CONSULTANT pdor to Notice of the CONSULTANT, with the AGENCY's concor-
of Termination exceeds the total amount that would ren(~, desire to terminate this AGREEMENT,
be due computed as set fodh herein above, then no payment shall be made as set forth in the second
final payment shall be due and the CONSULTANT paragraph of this section.
shall immediately reimburse the AGENCY for any
Payment for any part of the work by the AGENCY
excess paid.
shall not constitute a waiver by the AGENCY of any
If the services of the CONSULTANT are terminated remedies of any type it may have against the CON-
by the AGENCY for default on the part of the CON- SULTANT for any breach of this AGREEMENT by
SULTANT, the above formula for payment shall not the CONSULTANT, or for failure of the CONSU LT-
apply. In such an event, the amount to be paid shall be ANT to perform werk required of it by the
determined by the AGENCY with consideration AGENCY. Forbearance of any dghts under the
given to the actual costs incurred by the CONSULT- AGREEMENT will not constitute waiver of entitle-
ANT in performing the work to the date of ment to exercise those rights with respect to any
termination, the amount of work originally required future act or omission by the CONSULTANT.
which was satisfacfodly completed to date of termina-
X
tion, whether that work is in a form or a type which is
CHANGES OF WORK
usable to the AGENCY at the time of termination;
the cost to the AGENCY of employing another firm The CONSULTANT shall make such changes and
to complete the work required and the time which revisions in the complete work of this AGREEMENT
maybe required to do so, and other factors which as necessary to correct errors appearing therein, when
affect the value to the AGENCY of the work per- r~luired to do so by the AGENCY, without additional
formed at the time of terminalion. Under no compensation thereof. Should the AGENCY find it
circumstances shall payment made under this subsec- desirable for its own puq:)oses to have previously
tion exceed the amount which would have been made satisfactorily completed work or parts thereof
using the formula set forth in the previous paragraph, changed or revised, the CONSULTANT shall make
such revisions as directed by the AGENCY. This
If it is determined for any reason that the CONSULT-
work shall be considered as Extra Work and will be
ANT was not in default or that the CONSULTANT's
failure to perform is without it or it's employee's fault paid for as herein proVm~l under Section XIV.
or negligence, the termination shall be deemed to be a
termination for the convenience of the AGENCY in
accordance with the prevision of this AGREEMENT.
Page 5 of 8
Xl that nothing herein shall require a CONSULTANT to
DISPUTES indemnify the AGENCY and the STATE against and
hold harmless the AGENCY and the STATE from
Any dispute concerning questions of fact in connec-
claims, demands or suits based solely upon the
tion with the work not disposed of by AGREEMENT
conduct of the AGENCY and the STATE, their
between the CONSULTANT and the AGENCY shall
agents, officers and employees and provided further
be referred for determination fo the Director of Public
that if the claims or suits are caused by or result from
Works or AGENCY Engineer, whose decision in the
the concurrent negligence of (a) the
matter shall be final and binding on the parties of this
CONSULTANT's agents or employees and (b) the
AGREEMENT, provided however, that if an action is
AGENCY and the STATE, their agents, officem and
brought challenging the Director of Public Works or
employees, this indemnity provision with respect to
AGENCY Engineer's derision, that decision shell be
(1) claims or suits based upon such negligence, (2) the
subject to de novo judicial review.
costs to the AGENCY and the STATE of defending
Xll such claims and suits, etc. shall be valid and enfome-
VENUE, APPLICABLE LAW AND able only to the extent of the CONSULTAN'Fs
PERSONAL JURISDICTION negligence or the negliganee of the CONSULTANT's
agents or employees.
In the event that either party deems it necessary to
institute legal action or proceedings to enfome any The CONSULTANT's relation to the AGENCY shall
dght or obligation under this AGREEMENT, the be at all times as an independent contractor.
parties hereto agree that any such action shall be
The CONSULTANT specifically assumes potential
initiated in the Supedor court of the State of Washing- liability for actions brought by the CONSULTANT's
ton, sitoated in the county the AGENCY is located in.
own employees against the AGENCY and, solely for
The parties hereto agree that all questions shall be the purpose of this inden"~qification and defense, the
resolved by application of Washington law and that CONSULTANT specifically waives any immunity
the parties to such action shall have the dght of appeal under the state industrial insurance law, Title 51
from such decisions of the Superior court in accor- RCW. The CONSULTANT recognizes that this
dance with the laws of the State of Washington. The
waiver was spac~celly entered into pursuant to the
CONSULTANT hereby consents to the personal provisions of RCW 4.24.115 and was the subject of
jurisdiction of the Supedor court of the State of mu[ual eegotiatlon.
Washington, situated in the county in which the
AGENCY is located in. Unless otherwise sPeCified in the AGREEMENT, the
AGENCY sheti be responsible for administration of
XlII construction contracts, if any, on the project. Subject
LEGAL RELATIONS AND INSURANCE to the processing of an acceptable, supplemental
The CONSULTANT sha[l comply with all Federal, agreement, the CONSULTANT sbel[ provide on-call
State, and local laws and ordinances egpliceble to the assistance to the AGENCY during contract adminis-
tration. By providing such assistance, the
work to be done under this AGREEMENT. This
AGREEMENT shall be interpreted and construed in CONSULTANT shell assume no responsibility for:
accord with the laws of Washington. proper construction techniques, job site safety, or any
construction eenlractor's failure to perform its work
The CONSULTANT shall indemnify and hold the in accordanee with the eentrect documents.
AGENCY and the STATE, and their officers and
employees harmless from and shall prccess and The CONSULTANT shall obtain and keep in force
defend at its own expense all claims, demands, or duhng the terms of the AGREEMENT, or as other-
suits at law or equity arising in whole or in part from wise required, the following insurance with
the CONSULTANT's negligence or breach of any of companies or through sources approved by the State
its obligations under this AGREEMENT; provided Insurance Commissioner pursuant to RCW 48.
Page 6 of 8
XlV
Insurance Coverage EXTRA WORK
A. WorkeYs compensation and employer's liability A. The AGENCY may at any time, by wdtfen order,
insurance as required by the STATE. make changes within the general scope of the
o~ AGREEMENT in the cervices to be performed.
ir,decy' ,,,,,,~~ performance of any part of the work under this
pc.~ ccc;~,c;;,cc: AGREEMENT, whether or not changed by the
order, or otherwise affects any other terms and
Excepting the Worker's Compensation insurance and conditions of the AGREEMENT, the AGENCY
any professional liability insurance secured by the shall make an equitable adjustment in the
CONSULTANT, the AGENCY will he named on all (1) maximum amount payable; (2) delivery or
certificates of insurance as an additional insured. The completion schedule, or both; and (3) other
CONSULTANT shall furnish the AGENCY with affected terms and shall modi~ the AGREE-
verification of insurance and endomements mquifed MENT accordingly.
by this AGREEMENT. The AGENCY reserves the
right to require complete, cer/ified copies of all C. The CONSULTANT must submit its "request
required insurance policies at any time. for equitable adjustment" (hereafter referred to
as claim) under this clause within 30 days from
All insurance shall be obtained from an insurance the date of receipt of the written order. However,
company authorized to do business in the State of if the AGENCY decides that the facts justi~ it,
Washington. The CONSULTANT shall submit a the AGENCY may receive and act upon a claim
ver~cation of insurance as outlined above within submitted before final payment of the
14 days of the execution of this AGREEMENT to AGREEMENT.
the AGENCY.
D. Failure to agree to any adjustment shell be a
No cancellation of the foregoing policies shell be dispute under the Disputes ctause. However
effective without thirty (30) days pdor notice to nothing in this clause shall excuse the CON-
the AGENCY. SULTANT from proceeding with the
T~e CONSULTAN'Cs professional liability to the AGREEMENT as changed.
AGENCY shell be limited to the amount payable E. Notwithstanding the terms and condition of
under this AGREEMENT or one million dollars, paragraphs (a) and (b) above, the maximum
whichever is the greater unless modified by amount payable for this AGREEMENT, shell
E~thibit H, In no case shall the CONSULTANTs
not be increased or considered to be increased
professional liability to third parties be limited in except by specific wditen supplement to this
any way. AGREEMENT.
The AGENCY w~ll pay no progress payments XV
under Section V until the CONSULTANT has felly ENDORSEMENT OF PLANS
complied with this section. This remedy is not exclu-
sive; and the AGENCY and the STATE may take The CONSULTANT shall ptace his endorsement on
such other action as is available to them under other all plans, estimates or any other engineefieg data
provisions of this AGREEMENT, or otherwice in law. furnished by him.
Page 7 of 8
XVl XVll!
FEDERAL AND STATE REVIEW COMPLETE AGREEMENT
The Federal Highway Administration and the This document and referenced attachments contains
Washington State Department of Transportation all covenants, stipulations and provisions agreed upon
shall have the dght to pa~cipate in the review or by the parties. No agent, o~ representative of either
examination of the work in progress, party has authority to make, and the parties shall not
be bound by or be liable for, any statement, represen~
XVll tation, promise or agreement not set forth herein. No
CERTIFICATION OF THE CONSULTANT
AND THE AGENCY changes, amendments, or modifications of the terms
hereof shall be valid unless reduced to writing and
Attached hereto as Exhibit "A-1 ", are the signed by the parties as an amendment to this
Certifications of the Consultant and the Agency, AGREEMENT.
Exhibit "A-2" Certification regarding debarment, XlX
suspension and other responsibility malters - pdmary EXECUTION AND ACCEPTANCE
covered transactions, Exhibit "A~3" CedJficatJon
regarding the restrictions of the use of Federal funds This AGREEMENT may be simultaneously executed
for lobbying, and Exhibit "A-4' Certificate of Current in several counterparts, each of which shall be
Cost or Pdcing Data. Exhibits "A-3" and "A-4" are deemed to be an original having identical legal effec[
only requimci in Agreements over $100,000. The CONSULTANT does hereby ratify and adopt all
statements, representations, warranties, covenants,
and agreements contained in the proposal, and the
supporting materials submitted by the CONSULT~
ANT, and does hereby accept the AGREEMENT and
agrees to all of the terms and conditions thereof.
tn witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first
above written.
Consultant W. Eugene Sample¥ Agency Cary Bozeman, Mayor
Page 8 of 8
Exhibit A-1
Certification Of Consultant
Project No.
Local Agency
I hereby certify that I am W. Eugene Sarap 1 ey and duly authorized
representative of the firm of Sarapl ey Consul t ing whose address is
7407 Roundup Lane NW, Silverdale, WA 98383 and that neither l nor the above
firm I here represent has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any finn
or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or
secure this contract.
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of
any firm or person in connection with carrying out the contract.
(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 the contract; except as here expressly stated (if any):
I further certify that the firm I hereby represent is authorized to do business in the State of Washington and
that the firm is in full compliance with the requirements of the board of Professional Registration.
1 acknowledge that this certificate is to be available to the State Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving
participation of Federal aid fimds and is subject to applicable State and Federal lg.~s, both criminal and civil.
April 1, 2004 l~
Date Signature
Certification of Agency Official
I hereby certify that 1 am the AGENCY Official of the Local Agency of C i ty of B reme r ton, Washington
and that the above consulting firm or their representative has not been required, directly or indirectly as an express
or implied condition in connection with obtaining or carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Pay or agree to pay to any finn, person or organization, any fee, contribution, donation or consideration of any
kind, except as here expressly stated (if any).
I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of
Transportation, in connection with this contract involving participation of Federal aid highway funds and it subject
to applicable State and Federal laws, both criminal and civil.
Exhibit A-2
Certification Regarding Debarment, Suspension, and Other Responsibility
Matters-Primary Covered Transactions
1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its
principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from covered transactions by any federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting
to obtain, or performing a public (federal, state, or local) transaction or contract tinder a public transaction;
violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal,
state, or local) with commission of any oftbe offenses enumerated in paragraph 1 .b. of this certification;
and
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (federal, state, or local) terminated for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Consultant(Firm): Sampley Consulting
(Date) (Signat Official of ConsuEant
Exhibit A-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 an employee of a member of Congress in connection with
the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal cona'act, 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 and not more than $100,000 for each
such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that
the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that ali
such subrecipients shall certify and disclose accordingly.
Consultant (Firm): Sampl ey Consul t i ng
(Date) (Sign cial of Consultant
Exhibit A~,
Certificate of Current Cost or Pricing Data
This is to verify that, to the best of my knowledge and belief, the cost or pricing data (as defined in
section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4)
submitted, either actually or by specific identification in writing, to the contracting officer or to the
contracting officer's representative in support of Downtown Pedes t r ian/BTC Access Improvements
* are accurate, complete, and current as of Apr il 1, 2004 **. This certification includes
the cost or pricing data supporting any advance agreements and forward pricing rote agreements between
the offeror and the Government that are part of the proposal.
Finn Sampley Consul ting
Name W. Eugene Sampley ~//~ ,{'~ ~
Title Owne r
Date of Execution*** April 1, 2004
* Identify the proposal, quotation, request for price adjustment, or other submission involved,
giving the appropriate identifying number (e.g., RFP No.).
** Insert the day, month, and year when price negotiations were concluded and price agreement
was reached.
*** Insert the day, month, and year of signing, which should be as close as practicable ~ the date
when the price negotiations were concluded and the contract price was agreed to.
Exhibit B-1
Scope of Work
Project No.
The Consultant shall perform as the City of Bremerton's a§ent to provide project
management services necessary to closeiy monitor and coordinate the performance of
project participants, including City's Consultant for project environmental and
engineering services (Design Consultant) and City start in their respective roles
in prosecution of work. Consultant shall provide thorough coordination sufficient
to ensure the overall success of the project; however, Consultant shall not have
authority or responsibility for directing the actual performance of any work.
Consultant shall participate in project meetings including, but not limited to
monthly Project Oversight Committee meetings, weekly project team meetings of
Design Consultant, weekly City project coordinat~on meetings, and project meetings
related to the public involvement process. Consultant shall also provide briefings
or assist in briefings to Cit~ and other local government councils and commissions
as requested.
Documents To Be Furnished By The Consultant
The Consultant shall submit monthly progress reports on Consultant's Activities.
Exhibit C-3
Payment
(Negotiated Hourly Rate)
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this
AGREEMENT as provided hereinatter. Such payment shall be full compensation for work performed or services
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The
CONSULTANT shall conform with all applicable portions of 48 CFR 31.
1. Hourly Rates
The CONSULTANT shall be paid by the AGENCY for work done, bused upon the negotiated hourly rotes
shown in ExhibitsD and E atlached hereto and by this reference made part of this AGREEMENT. The rotes
listed shall be applicable for the first 12-month period and shall be subject to negotiation for the following
12-month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for
the second or subsequent 12-month periods within 90 days after completion of the previous period, the rates
listed in this AGREEMENT or subsequent written authorization(s) from the AGENCY shall be utilized for the
life of the AGREEMENT. The rates are inclusive of direct salaries, payroll additives, overhead, and fee.
In the event renegotiation of the hourly rates is conducted, the AGENCY reserves the right to audit for any
change in the overhead rate currently in use by the CONSULTANT and modify the hourly rates to be paid to
the CONSULTANT subsequent to the mnegotiation accordingly. Any changes in the CONSULTANT'S fixed
hourly rates may include salary or overhead adjustments.
2. Direct Nonsalary Costs
Direct nonsalary 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, compnter charges,
and fees of subconsultants. Air or train travel will only be reimbursed to economy cluss levels unless otherwise
approved by the AGENCY. Automobile mileage for travel will be reimbursed as the current rate approved for
AGENCY employees and shall be supported by the date and time of each trip with origin and designation of
such trips. Subsistence and lodging expenses will be reimbursed at the same rate as for AGENCY employees.
The billing for nonsalary cost, directly identifiable with the PROJECT, shall be an itemized listing of the charges
supported by the original bills, invoices, expense accounts, and miscellaneous supporting data retained by the
CONSULTANT. 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.
3. Management Reserve Fund
2~he AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator
the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or
reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such
authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or 10% of the Total Amount
Authorized us shown in the heading of this AGREEMENT. The amount included for the Management Reserve
Fund is shown in the heading of this agreement. This fund may be replenished in a subsequent supplemental
agreement. Any changes requiting additional costs in excess of the "Management Reserve Fund" shall be made
in accordance with Section XIV, "Extra Work."
4. Maximum Amount Payable
The maximum amount payable for completion of work under this AGREEMENT shall not exceed the amount
shown in the heading of this AGREEMENT. The maximum amount payable includes the Management
Reserve Fund, but does not include payment for extra work as stipulated in Section XIV, "Extra Work." No
minimum amount payable is guaranteed under this AGREEMENT.
5. Monthly Progress Payments
Progress payments may be claimed on a monthly basis for ail costs authorized in I and 2 above. The monthly
invoices shall be supported by detailed statements for hours expended at the rotes established in Exhibits D and
E, including names and classifications of all employees, and invoices for all direct nonsaiary expenses. To
provide a means of verifying the invoiced salary costs for the consultant's employees, the agency may conduct
employee interviews. These interviews may consist of recording the names, titles, salary rotes, and present
duties of those employees performing work on the project at the time of the interview.
6. Inspection of Cost Records
The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives oftbe
AGENCY, STATE, and the United States, for a period of three years after final payment, the cost records and
accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with following
exception: if any litigation, claim, or audit is started before the three-year period, the records shall be retained
until all litigation, claims, or audit findings involving the ~cords have been resolved. The three-year retention
period begins when the CONSULTANT receives final payment.
7. 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 atler the completion of the work under this AGREEMENT, contingent upon
receipt of all PS&E, plans, maps, notes, reports, 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 finai payment. In the event that such final
audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the
AGENCY within ninety (90) days of notice oftbe overpayment. Such refund shall not constitute a waiver by
the CONSULTANT or any claims relating to the vaiidity ufa finding by the AGENCY of overpayment.
Exhibit C-5
Payment
(Cost Per Unit Of Work)
1. When the AGENCY requests that a project be undertaken, the CONSULTANT shall prepare a fee proposal
based upon a typical scope of work. Upon agreement by the AGENCY and the CONSULTANT upon a scope
of work and related fee, a maximum encumbrance, inclusive of expenses, will be established, to serve as a
maximum amount payable for the project. For accounting purposes, the CONSULTANT will be paid by the
AGENCY for work done, based upon mutually agreed unit rotes for work defined in Exhibits D and E. The
listed rates shall be applicable throughout the life of this AGREEMENT. The rates are inclusive of actual
salaries, overhead, profit, tools, materials, and equipment necessary or incidental for the completion of the
AGREEMENT work.
Compensation for the following expenditures will be allowed when these costs are incurred directly in fulfilling
the terms of this AGREEMENT:
2. The maximum total amount payable by the AGENCY to the CONSULTANT under this AGREEMENT shall
not exceed the amount shown on page 1 of this AGREEMENT, unless a supplemental AGREEMENT has
been negotiated and executed by the AGENCY prior to incurring any costs in excess of the maximum amount
payable.
3. The CONSULTANT may submit invoices to the AGENCY not more often than once per month during the
progress of the work for partial payment of work completed to date. The invoices will indicate the units of work
completed each day during the invoice period in addition to the previous total. Direct nonsalary costs, such as
travel, reproduction, telephone, supplies, and computer costs, shall be supported by an original or a copy of the
invoice or billing inslrument the CONSULTANT received for payment. For example, a copy of the telephone
company's itemized listing showing each call is necessary to verify the billing for long distance telephone calls.
Such invoices will be checked by the AGENCY and payment will be made in full for the amount thereof as has
been found to represent the value of the completed work, less the amounts previously paid.
4. Maximum Amount Payable
The maximum amount payable for completion of work under this AGREEMENT shall not exceed the amount
shown in the heading of this AGREEMENT. The maximum amount payable includes the Management
Reserve Fund, but does not include payment for extra work as stipulated in Seclion XIV, "Extra Work." No
minimum amount payable is guaranteed under this AGREEMENT.
5. Monthly Progress Payments
Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly
invoices shall be supported by detailed statements for hours expended at the rates established in Exhibits D and
E, including names and classifications of all employees, and invoices for all direct nonsalary expenses. To
provide a means of verifying the invoiced salary costs for the CONSULTANT's employees, the agency may
conduct employee interviews. These interviews may consist of recording the names, titles, salary rotes, and
present duties of those employees performing work on the PROJECT at the time of the interview.
6. Inspection of Cost Records
The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives of the
AGENCY, STATE, and the United States, for a period of three years after 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 is started before the three-year period, the records shall be
retained until all lifigation, claims, or audit findings involving the records have been resolved. The three-year
retention period begins when the CONSULTANT receives final payment.
7. 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 work under this AGREEMENT, contingent upon
receipt of all PS&E, plans, maps, notes, reports, and other related documents which are required to be
fumisbed 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 items 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 ninety (90) days of notice of the overpayment. Such refund shall not constitute a waiver
by the consultant or any claims relating to the validity ora finding by the state of overpayment.
Exhibit D-2
Consultant Fee Determination - Summary Sheet
(Specific Rates of Pay)
Fee Schedule
Discipline or Job Title Hourly Overhead Profit Rate
Rate ~ % (~ % Per Hour
Project Manager $105.00 Incl Incl $105.00
Exhibit F
Payment Upon Termination of Agreement
By the Agency Other Than for
Fault of the Consultant
(Refer to Agreement, Section IX)
Lump Sum Contracts
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 PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work
completed.
Cost Plus Fixed Fee Contracts
A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall
total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to
the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work
completed.
Specific Rates of Pay Contracts
A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this
AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT.
Cost Per Unit of Work Contracts
A final payment shall be made to the CONSULTANT for actual units of work completed at the time of
termination of this AGREEMENT.