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RESOLUTION NO.3 2 9 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND THE CITY CLERK TO
EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITIY AND PENTEC ENVIRONMENTAL, INC. FOR THE PURPOSE OF
PROVIDING ON-CALL ENVIRONMENTAL SERVICES FOR THE CITY OF
AUBURN.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS
FOLLOWS:
Section 1. The Mayor and City Clerk of the City of Auburn are hereby
authorized to execute an Agreement for Professional Services with PENTEC
ENVIRONMENTAL, INC. to provide on-call environmental services for the City
of Auburn during the year 2001. A copy of said Agreement is attached hereto,
designated as Exhibit "A" and incorporated by reference in this Resolution.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Resolution No. 3299
December 5, 2000
Page 1
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DATED and SIGNED this .iL day of December, 2000.
ATTEST:
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Damelle E. Daskam,
City Clerk
APPROVED AS TO FORM:
~~
Michael J. Reynolds,
City Attorney
Resolution No. 3299
December 5, 2000
Page 2
CITY OF AUBURN
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CHARLES A. BOOTH '
MAYOR
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STANDARD CONSULTANT
AGREEMENT
CONSULT ANTI ADDRESSffELEPHONE
Pentec Environmental, a division of Hart
Crowser, Inc.
120 Third Avenue South, Suite 110
Edmonds, Washington 98020
AGREEMENT NUMBER AG-C-39
FEDERAL AID NO.
o
LUMP SUM
PROJECT TITLE AND WORK DESCRIPTION
Auburn on call Services
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LUMP SUM AMOUNT $
COST PLUS FIXED FEE
DBE PARTICIPATION
OVERHEAD PROGRESS
PAYMENT RATE
%
DYes D No
%;
OVERHEAD COST METHOD
WBE PARTICIPATION
D
ACTUAL COST NOT
TO EXCEED
%
Yes No
D D
%
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Y
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D FIXED RATE
FIXED FEE $
%
FEDERAL ID
NO.lS.S.N.
91-1351983
Do you require a 1099 for IRS?
DYES [i] NO
o COST PER UNIT OF WORK
12 I 31 I 2001
MAXIMUM AMOUNT PAYABLE
$ 50,000
COMPLETION DATE
THIS AGREEMENT, made and entered into this 2. (> day of ~(c.V\i\.Lt/ ,Z ttC , between the Local Agency
of City of Auburn, Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the
"CONSUL T ANT".
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:
Local Agency Guidelines
September 1995
Resolution 3299
Exhibit A
Page 1 of 22
NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached
and incorporated and made a part hereof, the parties hereto agree as follows:
I
GENERAL DESCRIPTION OF WORK
The work under this AGREEMENT shall consist of
the above-described work and services as herein
defined and necessary to accomplish the completed
work for this PROJECT. The CONSULTANT shall
furnish all services, labor and related equipment
necessary to conduct and complete the work as
designated elsewhere in this AGREEMENT.
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 Disadvantaged 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 ofthis 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
CONSULTANT, but may be extended by the
AGENCY, in the event of a delay attributable to the
AGENCY, or because of unavoidable delays caused
by an act of GOD or governmental actions or other
conditions beyond the control of the
CONSULTANT. A prior supplemental agreement
issued by the AGENCY is required to extend the
established completion time.
V
PAYMENT
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September 1995
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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
compensation 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.
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",
attached 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
contractor 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 consideration, contingent upon or resulting
from the award or making of this contract. For
breach or violation of this warrant, the AGENCY
shall have the right to annul this AGREEMENT
without liability, or in its discretion, to deduct from
the AGREEMENT price or consideration or
otherwise recover the full amount of such fee,
commission, percentage, brokerage fee, gift, or
contingent fee.
Any and all employees of the CONSULTANT or
other persons while engaged in the performance of
any work or services required of the
CONSUL T ANT 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
Department 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
employment or for services because of race, creed,
color, national origin, marital status, sex, age or
handicap except for a bona fide occupational
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September 1995
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qualification with regard to, but not limited to the
following: employment 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 CONSULTANT 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 discriminatory
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
Regulations relative to non discrimination in
the same manner as in Federal-assisted
programs of the Department of
Transportation, Title 49, Code of Federal
Regulations, part 21, as they may be
amended from time to time, (hereinafter
referred to as the Regulations), which are
herein incorporated by reference and made a
part of this AGREEMENT. The consultant
shall comply with the 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
selection and retention of subconsultants,
including procurements of materials and
leases of equipment. The CONSULTANT
shall not participate either directly or
indirectly in the discrimination prohibited
by Section 21.5 of the Regulations,
including employment practices when the
contract covers a program set forth in
Appendix II of the Regulations.
C.
SOLICITATIONS FOR
SUBCONSUL T ANTS, INCLUDING
PROCUREMENTS OF MATERIALS AND
EQUIPMENT: In all solicitations either by
competitive bidding or negotiation made by
the CONSULTANT for work to be
performed under a subcontract, including
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
CONSUL T ANT 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 exclusive 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:
I. Withholding of payments to the
CONSULTANT under the
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September 1995
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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
CONSULTANT shall take such action with
respect to any subconsultant or procurement
as the AGENCY or the Federal Highway
Administration may direct as a means of
enforcing such provisions, including
sanctions for noncompliance; provided,
however, that, in the event a
CONSUL T ANT becomes involved in, or is
threatened with, litigation with a
subconsultant or supplier as a result of such
direction, the CONSULTANT may request
the AGENCY to enter into such litigation to
protect the interests of the AGENCY, and 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 and Executive Order
number E.O. 77-13 of the Governor of the
State of Washington which prohibits unfair
employment practices.
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 even this AGREEMENT is terminated by the
AGENCY other than for default on the part of the
CONSUL T ANT, 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
CONSULTANT of the Notice to Terminate. If the
accumulated payment made to the CONSULTANT
prior to Notice of Termination exceeds the total
amount that would be due computed as set forth
herein above, then no final payment shall be due
and the CONSULTANT shall immediately
reimburse the AGENCY for any excess paid.
If the services of the CONSULTANT are
terminated by the AGENCY for default on the part
of the CONSULTANT, the above formula for
payment shall not apply. In such an event, the
amount to be paid shall be determined by the
AGENCY with consideration given to the actual
costs incurred by the CONSULTANT in performing
the work to the date of termination, the amount of
work originally required which was satisfactorily
completed to date of termination, whether that work
is in a form or a type which is usable to the
AGENCY at the time of termination; the cost to the
AGENCY of employing another firm to complete
the work required and the time which may be
required to do so, and other factors which affect the
value to the AGENCY of the work performed at the
time of termination. Under no circumstances shall
payment made under this subsection exceed the
amount which would have been made using the
formula set forth 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
supervisory personnel assigned to the project, or,
dissolution of the partnership, termination of the
corporation, or disaffiliation of the principally
involved employee, the surviving members of the
CONSULTANT hereby agree to complete the work
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under the terms of the 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 concurrence, desire to terminate this
AGREEMENT, payment shall be made as set forth
in the second paragraph of this section.
Payment for any part of the work by the AGENCY
shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the
CONSUL T ANT for any breach of this
AGREEMENT by the CONSULTANT, or for
failure of the CONSULTANT to perform work
required of it by the AGENCY. Forbearance of any
rights under the AGREEMENT will not constitute
waiver of entitlement to exercise those rights with
respect to any future act or omission by the
CONSULTANT.
X
CHANGES OF WORK
The CONSULTANT shall make such changes and
revisions in the complete work of this
AGREEMENT as necessary to correct errors
appearing therein, when required to do so by the
AGENCY, without additional compensation
thereof. Should the AGENCY find it desirable for
its own purposes to have previously satisfactorily
completed work or parts thereof changed or revised,
the CONSULTANT shall make such revision as
directed by the AGENCY. This work shall be
considered as Extra Work and will be paid for as
herein provided under Section XIV.
XI
DISPUTES
Any dispute concerning questions of fact in
connection with the work not disposed of by
AGREEMENT between the CONSULTANT and
the AGENCY shall be referred for determination to
the Director of Public Works or AGENCY
Engineer, whose decision in the matter shall be final
and binding on the parties of this AGREEMENT,
provided however, that if an action is brought
challenging the Director of Public Works or
AGENCY Engineer's decision, that decision shall
be subject to de novo judicial review.
XII
VENUE, APPLICABLE LAW AND
PERSONAL JURISDICTION
In the event that either party deems it necessary to
institute legal action or proceeding to enforce any
right or obligation under this AGREEMENT, the
parties hereto agree that any such action shall be
initiated in the Superior court of the State of
Washington, situated in the county 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 accordance with the laws of
the State of Washington. The CONSULTANT
hereby consents to the personal jurisdiction of the
Superior court of the State of Washington, situated
in the county in which the AGENCY is located 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
CONSUL T ANT 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
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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 (I) 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 enforceable
only to the extent of the CONSULTANT's
negligence or the negligence of the
CONSULTANT's agents or employees.
The CONSULTANT's relation to the AGENCY
shall be at all times as an independent contractor.
The CONSULTANT specifically assumes potential
liability for actions brought by the
CONSUL T ANT'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
CONSUL T ANT recognizes that this waiver was
specifically entered into pursuant to the provisions
ofRCW 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
CONSUL T ANT shall provide on-call assistance to
the AGENCY during contract administration. By
providing such assistance, the CONSULTANT shall
assume no responsibility for proper construction
techniques, job site safety, or any construction
contractor's failure to perform its work in
accordance with the contract documents.
The CONSULTANT shall obtain and keep in force
during the terms of the AGREEMENT, or as
otherwise required, the following insurance with
companies or through sources approved by the State
Insurance Commissioner pursuant to RCW 48.
Insurance Coverage
A. Worker's compensation and employer's
liability insurance as required by the
STATE.
B. General commercial liability insurance in an
amount not less than a single limit of one
million and 00/100 Dollars ($1,000,000.00)
for bodily injury, including death and
property damage per occurrence.
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
exclusive; 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.
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September 1995
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Page 7 of 22
A.
XIV
EXTRA WORK
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 (l) maximum
amount payable; (2) delivery or completion
schedule, or both; and (3) other affected
terms and shall modify the AGREEMENT
accordingly.
The CONSULTANT shall place his endorsement on
all plans, estimates or any other engineering data
furnished by him.
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-I", 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, representation, promise or agreement not
set forth herein. No changes, amendments, or
modifications of the terms hereof shall be valid
unless reduced to writing and signed by the parties
as an amendment to this AGREEMENT.
XIX
EXECUTION AND ACCEPTANCE
This AGREEMENT may be simultaneously
executed in several counterparts, each of which
shall be deemed to be an original having identical
legal effect. The CONSULTANT does hereby
ratify and adopt all statements, representations,
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 CONSULTANT 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
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, ,
warranties, covenants, and agreements contained in
the proposal, and the supporting materials submitted
by the CONSULTANT, 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 firs
written.
aQ C~,-, "-
By / 'ifu?t1 ~ .
By
Consultant Pentec Environmental, a division of Hart Crowser. Inc. Agency
City of Auburn
~~
Micheal J. Reynolds
City Attorney
o
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September 1995
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EXHIBIT "A-l"
CERTIFICATION OF CONSULTANT
Project No.
Local Agency: City of Auburn
I hereby certify that I am Karen Einberger and duly authorized representative of the firm of _
Pentec Environmental. a division of Hart Crowser. Inc. whose address is 120 Third Avenue
South. Suite 110 Edmonds. W A 98020 and that neither I nor the above firm I here represent has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above
CONSUL T ANT) to solicit or secure this contract.
(b) Agreed, as an express or implied condition for obtaining this contract, to employee or 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.
~(13/o ( z1~t~ \
I
Date ant Signature
CERTIFICATION OF AGENCY OFFICIAL
I hereby certify that I am the AGENCY Official of the Local Agency ofCitv of Auburn. Washington and that
the above consulting firm or his 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 acknowledge 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 is
subject to applicable State and Federal laws, both criminal and civil.
/.J.. - (}Q-()O
,~
Mayor, Charles A. Booth
Date
City of Auburn
Local Agency Guidelines
September 1995
Page 10 of22
, '
EXHIBIT "A-2"
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY
MATTERS-PRIMARY COVERED TRANSACTIONS
I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its
principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
(b) Have not within a three-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 indicated 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
l.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):
Pentec EnvironmentaL a division of Hart Crowser Inc.
......
,
2-/ 13/0 I
I / Date
President or A zed Official of Consultant
(Signature)
Local Agency Guidelines
September 1995
Page 11 of 22
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:
I. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any federal
agency, a member of Congress, an officer or employee of Congress, or an employee ofa 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 instruction.
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):
Pentec Environmental. a division of Hart Crowser. Inc.
2f1?:> /0 (
DatJ
President or Aut ori d Official of Consultant
(Signature)
Local Agency Guidelines
September 1995
Page 12 of22
EXHIBIT "A-4"
CERTIFICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section
15.801 ofthe Federal Acquisition Regulation (FAR) and required under FAR subsection 15.804-2) submitted,
either actually or by specific identification in writing, to the contracting officer or to the contracting officer's
representative in support of AG-C-39/2001 * are accurate, complete, and current as of December
3 L 2000 **. 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
Pentec EnvironmentaL a division of Hart Crowser, Inc.
z1 ~
. Mt/l/-"1.'
/
Senior Associate
Name
Title
Date of Execution***
Z/(3/0 I
J I
* 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.
Local Agency Guidelines
September 1995
Page 13 of22
EXHIBIT "B-1"
SCOPE OF WORK
Project No.
Pentec Environmental. A division of Hart Crowser, Inc. will provide on-call environmental services for
the City of Auburn. Services include wetland investigations and delineations, wetland and stream restoration
and mitigation planning, assistance in obtaining environmental permits, and general consultation regarding
wetland and stream related issues. Reports documenting the work performed, including wetland locations,
wetland characteristics and functions, fish habitat, mitigation, and mitigation monitoring plans, as well as other
documents, will be provided when necessary.
DOCUMENTS TO BE FURNISHED BY THE CONSULTANT
Local Agency Guidelines
September 1995
Page 14 of22
, ,
EXHIBIT "B-2"
SCOPE OF WORK
(TASK ORDER AGREEMENT)
Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be
individually negotiated with the CONSULTANT. The amount established for each assignment will be the
maximum amount payable for that assignment unless modified in writing by the AGENCY. The AGENCY is
not obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY's and
CONSULTANT's obligation hereunder are limited to tasks assigned in writing. Task assignments may include,
but are not limited to, the following types of work:
Pentec Environmental, a division of Hart Crowser,Inc.will provide on-call environmental services for
the City of Auburn. Services include wetland investigations and delineation, wetland and stream restoration and
mitigation planning, assistance in obtaining environmental permits, and general consultation regarding wetland
and stream related issues. Reports documenting work performed including wetland locations, wetland
characteristics and functions, fish habitat, mitigation and mitigation monitoring plans, as well as other
documents, will be provided when necessary.
Task assignments made by the AGENCY shall be issued in writing by a Formal Task Assignment Document
similar in format to page 2 of this exhibit.
An assignment shall become effective when a Formal Task Assignment Document is signed by the
CONSUL T ANT and the AGENCY, except that emergency actions requiring a 24-hour or less response can be
handled by an oral authorization. Such oral authorization shall be followed up with a Formal Task Assignment
Document within four working days, and any billing rates agreed to orally (for individuals, subconsultants, or
organizations whose rates were not previously established in this AGREEMENT) shall be provisional and
subject to final negotiation and acceptance by the AGENCY.
Local Agency Guidelines
September 1995
Page 15 of22
> f " ,
FORMAL TASK ASSIGNMENT DOCUMENT
TASK NUMBER
The general provisions and clauses of Agreement
Task Assignment.
shall be in full force and effect for this
Location of Project:
Project Title:
Maximum Amount Payable Per Task Assignment:
Completion Date:
Description of Work:
(Note attachments and give brief description)
Agency Project Manager Signature:
Date:
Oral Authorization Date:
See Letter Dated:
Consultant Signature:
Date:
Agency Approving Authority:
Date:
Local Agency Guidelines
September 1995
Page 16 of22
,~ ,
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.
I. Hourly Rates
The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly
rates shown in Exhibits "D" and "E" attached hereto and by 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. 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 renegotiation accordingly. Any changes in the
CONSUL T ANT'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 non salary 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% of the 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
Page 17 of22
Local Agency Guidelines
September 1995
. (
.. ..
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 all costs authorized in I 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
employet?s, 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 of the interview.
6. Inspection of Cost Records
The CONSULTANT and his/her sub consultants 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 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
CONSUL T ANT 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.
Local Agency Guidelines
September 1995
Page 18 of22
. ~
CONFIDENTIAL
For City of Auburn Use Only
Do Not Reproduce or Circulate
Do Not Place in Unprotected Files
Exhibit 0-2
Pentec Environmental, Inc.
CONSULTANT FEE DETERMINATION - SUMMARY SHEET
(SPECIFIC RATES OF PAY)
2001 FEE SCHEDULE
Professional Direct salary Overhead Profit Rate per
level Employee cost (DSC) 188.10% Subtotal 15.00% hour
Principal
Jonathan P. Houghton $48.46 $91.15 $139.61 $20.94 $160.56
K. Michael McDowell $44.42 $83.55 $127.97 $19.20 $147.17
Clifford J. Whitmus, Jr. $41.39 $77.85 $119.24 $17.89 $137.13
Senior Associate
Karen Einberger $40.34 $75.88 $116.22 $17.43 $133.65
Associate
Shane Cherry $31.30 $58.88 $90.18 $13.53 $103.70
Scott Luchessa $31.30 $58.88 $90.18 $13.53 $103.70
Bob Stuart $33.32 $62.67 $95.99 $14.40 $110.39
Senior Project
Eric Hagen $26.75 $50.32 $77.07 $11 .56 $88.63
Gary Maxwell $27.26 $51.28 $78.54 $11.78 $90.32
Project
Cygnia Freeland $24.15 $45.43 $69.58 $10.44 $80.01
Rob Gilmour $25.24 $47.48 $72.72 $10.91 $83.62
Bill Kerschke $25.24 $47.48 $72.72 $10.91 $83.62
Kerrie McArthur $21.20 $39.88 $61.08 $9,16 $70.24
Susan Rittle $23.98 $45.11 $69.09 $10.36 $79.45
Richard Robohm $24.96 $46.95 $71.91 $10.79 $82.70
Jim Starkes $23.22 $43.68 $66.90 $10.03 $76.93
Senior Staff
Dale Dickinson $21.00 $39.50 $60.50 $9.08 $69.58
Randy Johnson $21.20 $39.88 $61.08 $9.16 $70.24
Michael Muscari $22.1 0 $41.57 $63.67 $9.55 $73.22
Eric Parker $21.00 $39.50 $60.50 $9.08 $69.58
Jon Savelle $21.20 $39.88 $61.08 $9.16 $70.24
Kathy Sitchin $21.80 $41.01 $62.81 $9.42 $72.23
Diane Shannon $21.00 $39.50 $60.50 $9.08 $69.58
June Williams $18.55 $34.89 $53.44 $8.02 $61.46
Darrel Weiss $19.01 $35.76 $54.77 $8.22 $62.98
Staff
Kari Graves $14.46 $27.20 $41.66 $6.25 $47.91
Ken Charm $13.65 $25.68 $39.33 $5.90 $45.22
Andrea MacLennan $14.60 $27.46 $42.06 $6.31 $48.37
Senior Drafter
Christopher Scott $18.02 $33.90 $51.92 $7.79 $59.70
Project Assistant
Jayne Bloomberg $12.60 $23.70 $36.30 $5.45 $41.75
Sheila McPherson $10.68 $20.09 $30.77 $4.62 $35.38
Chris Wolfe $13.65 $25.68 $39.33 $5.90 $45.22
2/12/01 8:47 AM
of - F~-07-2001 11:39 HART CROWSER, INC. 206 329 8964
9 I P.02/02
:-" X In, b'; -f E
HART CROWSER, INC.
SCHEDULE OF CONTRACTOR OVERHEAD COSTS
FISCAL YEAR 2001
SIX MONTHS ENDED DECEMBER illlOO
NON EXP TOTAL UNALLOWABL.E CLAIMED
LABOR LABOR REIM.!I COSTS COSTS NOrES ~
DIRECT LABOR 3,747,33~ 3,747.335
OVERHEAD
Holiday 236,560 236,560 236,560
Vacation 332,400 332,400 332,400
Sick Leave 105,502 105,502 105,502
Payroll Taxes 532,382 532,382 532,382
Ufe & Health hiS 435,509 435,509 435,509
Worker's Compensation 53,059 53,059 53,OOlil
Proposal 412,661 57,501 470,162 329 I) 469,833
Professional Development 117,153 103,887 221,041 3,580 I) 217,461
Marketing 473,399 371,253 844,652 292,325 A) 552,327
Professionalliab Ins 26.302 26,302 26,302
Computer 89.527 89.527 89,527
Rocruiting 117.105 117,105 117,105
Office Expense 96,101 96,101 96,101
Telephone 246.883 246.883 246,883
Depreciation 293,245 293,245 293.245
Rent 796.960 796,960 796,960
Field Expenses 200,140 200,140 200,140
Laboratory 2,655 2,655 2.655
Tech Pubs/5ubscrlption~ . 51,292 51.292 51,292
Vehicles 256.453 256,453 66.678 H) 189,775
Employee Benefits 157,149 157.149 137,092 E) 20,057
General Insurance 95,275 95.275 8,385 L) 86,890
Business Taxes. State 105.691 , 05.691 105,691
Business Taxes - City 43,130 43,130 43,130
Safety 16,763 16,763 16.763
General & Adml" 1,!';i02,415 e72.164 (5~O,220) 1,644,379 151,811 D).E),!) 1,492,568
Incentive Compensation 223,371 223,371 223.371
Other 7,645 7,645 9.524 G) (1.879)
Bad Debts 58,000 58,000 58,000 B) 0
Goodwill Amortization 24,000 24,000 24,000 K) 0
I ntarest 192,984 192,964 192.984 C) 0
Income Taxes 230,712 230,712 213,409 F) 17 ,303
Total Overhead 3,180,090 5,557,158 (530,220) 8.207,028 1.158,115 7,048,912
Year-ta-Date 2001 Overhead Rate 219.01% -30.91 % 188.10%
A) Public Relations and Advertising Costs: FAR 31.205-1
B) Bad Debts; FAR ~1.205-3
C) Interest Expense: FAR 31.205-20
D) Contributions: FAR 31.205-8
E) Entertainment FAR 31.205.14
F) Federal Income Taxes: FAR 31.205-41
G) Organization costs: FAR 31-205.27
H) Personal Use of Auto: FAR 31.205.46(f)
I) Excess Travel Costs: FAR 31.205.40
J) Recruiting - Signing Incentives: FAR 31.205.34(C)
K} Goodwill Amortization; F AR 31.~05.49
L} Insurance and Indemnification; FAR 31.205.19
l'''d.\a\a~\lQmQodIFlI 01\FYD'Thi'Uil900.1d$
TOTAL P.02
. {
, ..
. , ,
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.
Costs 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.
REF. H:\FORMS\FE049
Local Agency Guidelines
September 1995
Page 22 of 22