Exhibit A-Sample Contract.pdf

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 1

CONSULTANT A/E SERVICES AGREEMENT

Finance & Contracts March 2009

Project Location: «LocationName» State Park Agreement No. AE «ContractNumber»

Project Title: «ProjectName»

The Washington State Parks and Recreation Commission (State Parks) and the Consultant named below do hereby enter into this Agreement for the project designated above (the Project) under the terms described in the following Articles. This Agreement is made effective on the date signed by State Parks, and the return of a fully executed original from State Parks to the Consultant shall constitute the necessary Notice to Proceed.

I. Authorization to Proceed IV. Compensation II. Compensation Summary V. Voluntary MWBE Utilization III. Scope of Services & Schedule of Performance VI. Conditions of the Agreement

I. AUTHORIZATION TO PROCEED

Consultant:

«ContractorConsultantName» «PhysicalAddress» «PhysicalCity», «PhysicalState» «PhysicalZipCode»

«FirstName» «LastName», «Title» Phone: «PhoneNumber» Email: «EmailAddress»

State Parks:

Washington State Parks and Recreation Commission 1111 Israel Road SW PO Box 42650 Olympia, WA 98504-2650

(360) 902-8554 ContractsandProcurement@parks.wa.gov

By By Mark Bibeau, Title Title Chief Financial Officer

Date Date

UBI No. «UBINumber» Approved as to form:

James R. Schwartz Fed. Tax Id. No. «FederalID» Assistant Attorney General July 15, 2016

II. COMPENSATION SUMMARY

Basic Services Compensation $ «OrigContractAmount»

Additional Services Compensation $

Not to Exceed Agreement Total $ «OrigContractAmount»

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 2

III. SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE

A. Scope of Services

As authorized under Chapter 39.80 RCW - Contracts for Architectural and Engineering Services, the Consultant shall perform Basic Services for the Project in accordance with Article VI, Conditions of the Agreement, and as described in the following Scope of Services...

(enter here or if scope is attached, insert the following after “Scope of Services”) ....attached to and made a part of this Agreement as Attachment A.

B. Schedule of Performance The Consultant shall perform the Services according to the following schedule...

(enter here or if scope is attached, insert the following after “... schedule”) ... attached to and made a part of this Agreement as Attachment B.

Unless otherwise amended in writing, this agreement shall automatically terminate on June 30, 2023 (or end of current fiscal year/biennium)

C. Additional Services

Changes to the Services above shall be considered Additional Services only when agreed in advance by State Parks and the Consultant that such changes constitute a material addition or change to the previously authorized Services, and when authorized by State Parks in the form of an amendment to this Agreement, setting forth the scope of services, schedule of performance, and compensation for the Additional Services, and signed by both parties in accordance with Article VI, section C.

IV. COMPENSATION

A. Basic Services Compensation

Compensation for rendering the Basic Services detailed in the scope of services under Article III A. of this Agreement shall not exceed «Origcontractamount»ths Dollars («OrigContractAmount»), which shall include all expenses the Consultant may incur on behalf of the project.

B. Additional Services Compensation

If the Consultant is authorized by Amendment to this Agreement to perform Additional Services, compensation for such services shall be established in the Amendment as being on the basis of either a not to exceed lump sum fee or on actual time expended and expenses incurred, up to a fixed not to exceed amount (not to exceed time and expense).

Consultant handling fee for sub-consultants is ten percent.

C. Reimbursable Expenses

1. Travel: Travel within a 50-mile radius shall be considered a Basic Service and is not a reimbursable expense. Travel between a 50 and 350-mile radius may be negotiated as an additional service at not greater than the approved State rate, and must be pre-approved. Any cost reimbursement for travel beyond the 350-mile radius requires written justification and prior approval from State Parks.

2. Miscellaneous, routine overhead expenses incurred in the normal process of performing basic services or authorized additional services such as telephone costs, mail, clerical supplies, computer, copying, fax, transportation, etc. are not

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 3 reimbursable.

3. The first hard copy of the deliverables for owner’s review is not a reimbursable expense.

V. VOLUNTARY MWBE UTILIZATION

A. Voluntary MWBE Goals

The following voluntary Minority and Women Business Enterprises (MWBE) participation goals have been established for this project:

Minority Business Enterprise (MBE) 10% Women Business Enterprise (WBE) 6%

Achievement of the goals is encouraged. However, unless required by federal statues, regulations, grants, or terms referenced in this Agreement, no minimum level of MWBE participation shall be required. The Consultant may contact the Office of Minority and Women Business Enterprises (OMWBE) at (360) 753-9693 to obtain information on certified firms for potential sub-consultants.

The Consultant shall send written notification to State Parks within thirty (30) days following execution of this Agreement, listing MWBE firms intended for use, the tax identification number (TIN) for each firm, and the anticipated dollar value of participation.

Prior to the final payment for services, the Consultant shall furnish a statement, in a form designated by State Parks, of the actual dollars earned by each MWBE firm utilized and the totals earned in each category.

VI. CONDITIONS OF THE AGREEMENT

A. State Parks Responsibilities

1. Upon request, State Parks shall promptly furnish to the Consultant such information and documents within its control and possession to the extent State Parks agrees is necessary for the performance of the services.

2. State Parks shall designate representatives authorized to act in State Parks' behalf.

References in this Agreement to "State Parks" shall include the State Parks designated representative. The representatives shall examine the documents submitted by the Consultant, consult with the Consultant on problems as they may arise, coordinate the State Parks’ services with those of the Consultant, render decisions and advise the Consultant promptly in order to avoid any unreasonable delay in the progress of the Consultant's work.

B. Consultant's Basic Services

1. The Consultant shall perform the Services as expeditiously as is consistent with the orderly progress of the work and to the degree of professional skill, care, and judgment commensurate with that which is normally exercised by recognized professional firms performing similar services under similar circumstances to the Services required for this Project.

2. The Consultant shall perform the Services in accordance with the schedule specified in Article III., B., Schedule of Performance. It shall be the Consultant's responsibility

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 4 to promptly inform State Parks of any deviations from the schedule.

3. The Consultant shall, with State Parks' concurrence, designate any Subconsultants as may be necessary to fully accomplish the Services. Upon request, the Consultant shall furnish to State Parks a copy of the Consultant's contract(s) with its Subconsultants.

4. The Consultant shall cooperate with State Parks and shall coordinate its services with related work performed by State Parks and others.

5. The Consultant shall provide sufficient numbers of copies, as requested by State

Parks, of draft and complete final project documents and reports called for in Article III. A., Scope of Services. Such documents and reports shall include, but not necessarily be limited to presentation materials, surveys, studies, drawings, maps, photographs, assessments, calculations, computer program files on electronic media and any other supportive data and materials as State Parks may reasonably require.

6. In the performance of this Agreement, the Consultant shall act as an independent contractor, maintaining full and complete control and responsibility for and over the Consultant's employees.

C. Payments to the Consultant

1. Payments for the Consultant's Basic Services and Additional Services may be made monthly upon submittal to State Parks of the Consultant's invoice for services, in a form designated by State Parks.

2. If the Consultant and State Parks cannot agree to a sum for an additional service, State Parks reserves the right to employ other means to accomplish the work.

3. Payment for Additional Services is subject to the conditions of Article III, C.

D. Successors and Assigns

The Consultant shall not assign, sublet, or transfer this Agreement or any right or interest in this Agreement without the prior written consent of State Parks. Any such assignment made without State Parks' consent shall be voidable at State Parks’ option.

E. Non-Discrimination Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows:

1. The Consultant shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, marital status, sex, age, the presence of any sensory, mental, or physical handicap, nor commit any other unfair practice as defined in RCW 49.60. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, gender, marital status, sex, age, or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to, the following:

employment, upgrading, demotion, transfer, recruitment, advertising, layoff, Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 5 termination, rates of pay or other forms of compensation, and selection for training.

2. The Consultant shall in all solicitation for employees or job orders for employees placed with any employment agency, union, or other firm or agency, state that all qualified applicants shall receive consideration for employment without regard to race, creed, color, national origin, marital status, sex, age, or the presence of any sensory, mental, or physical handicap. The words "equal opportunity employer" in advertisements shall constitute compliance with this Article.

3. The Consultant shall include the provisions of the foregoing paragraphs 1 and 2 in every sub-agreement or purchase order for the goods or services which are the subject matter of this Agreement.

4. In the event of non-compliance by the Consultant with any of the non-discrimination provisions of the Agreement, State Parks shall have the right, at its option, to cancel the Agreement, in whole or in part. If the Agreement is canceled after partial performance, State Parks shall be obligated to pay fair market value or the Agreement price, whichever is lower, for goods or services which have been received and accepted.

F. Termination of Agreement

1. Termination for Cause:

If, through any cause, the Consultant shall fail to fulfill in a timely and proper manner the Consultant's obligations under this Agreement, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this Agreement, State Parks may terminate this Agreement by giving written notice to the Consultant of such termination. The notice shall specify the effective date of termination and shall be given at least five (5) days before that date. Upon receipt of such notice, the Consultant shall perform no further services covered by this Agreement. Upon termination, for cause, all finished or unfinished documents, data, studies, surveys, drawings maps, models, photographs, and reports prepared by the Consultant shall, at the option of State Parks, become State Parks' property. The Consultant shall be entitled to receive just compensation for any satisfactory work completed on such documents and other materials. The Consultant shall remain liable to State Parks for any damages resulting from any breach of this Agreement by the Consultant;

and State Parks may withhold reasonable amounts owed to the Consultant as setoff until the amount of damages due State Parks from the Consultant is determined.

2. Termination for Convenience of Consultant:

The Consultant may terminate this Agreement at any time by written notice to State Parks. Upon termination, all finished or unfinished documents and other materials as described in paragraph 1, above, of this Article, shall, at State Parks’ option, become State Parks’ property. If the Agreement is terminated by the Consultant, the Consultant’s Compensation shall be as negotiated between State Parks and the Consultant.

3. Termination for Convenience of State Parks:

State Parks may terminate this Agreement at any time by written notice to the Consultant. Upon termination, all finished or unfinished documents and other

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 6 materials as described in paragraph 1, above, of this Article, shall, at State Parks' option, become State Parks’ property. If the Agreement is terminated by State Parks under this paragraph, the Consultant shall be paid an amount which bears the same ratio of the total compensation as the services actually performed bear to the total services of the Consultant covered by this Agreement; provided, however, that if less than sixty percent (60%) of the total services covered by this Agreement have been performed upon the effective date of such termination, the Consultant shall also be reimbursed for that portion of the Consultant's actual out-of-pocket expenses (not otherwise reimbursed under this Agreement) directly attributable to the uncompleted services covered by this Agreement.

G. Governing Law

This contract shall be governed by the laws of the State of Washington. In the event of a lawsuit involving this contract, venue shall be proper only in Thurston County. The Consultant by execution of this contract acknowledges the jurisdiction of the courts of the State of Washington in this matter.

H. Insurance Commercial General Liability Insurance (CGL): Consultant shall maintain general liability insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000 per each occurrence. If CGL insurance contains aggregate limits, the general aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall have products-completed operations aggregate limit of at least two times the “each occurrence” limit. CGL insurance shall be written on ISO occurrence form ISO CG 25 03 05 09 or 25 04 05 09 (or a substitute form providing equivalent coverage). All insurance shall cover liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) condition.

Additionally, the Consultant is responsible for ensuring that any sub-consultants provide adequate insurance coverage for the activities arising out of subcontracts.

Business Auto Policy: As applicable, the Consultant shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of “Any Auto.”

Business auto coverage shall be written on ISO form CA 00 01, 1990 or later edition, or substitute liability form providing equivalent coverage.

Professional Liability Insurance (also referred to as Errors and Omissions): Agreements requiring professional services such as, but not limited to: engineering design or surveying, architectural services, software services, information technology services, environmental services, real estate management, legal services, or financial advisory services, may require Professional Liability insurance coverage.

If required, Consultant shall provide Professional Liability (E&O) insurance in an amount not less than $1 Million per claim or wrongful act and $2 Million in the policy aggregate on a practice policy to cover the Consultant and its employees. Consultant may choose to provide a project specific policy, in lieu of a practice policy, in which case the insurance shall be in an amount not less than two times the project’s Maximum Allowable

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 7

Construction Cost (MACC) per claim or wrongful act and in the policy aggregate. Sub-consultants retained by Consultant who are performing professional services, shall either be added onto the policy of the Consultant, or, sub-consultant shall provide and obtain a similar policy of Professional Liability insurance coverage that covers the Sub-consultant and its employees. When a self-insured retention (SIR) or deductible exceeds $25,000, State Parks reserves the right, but not the obligation, to review and request a copy of the Consultant’s most recent annual report or audited financial statement. If coverage is to be provided on a claims-made basis, the Consultant shall warrant that any policy retroactive date precedes the effective date of this Agreement. In addition, continuous coverage must be maintained throughout the Agreement and for one year beyond the completion of the Agreement, or the Consultant shall purchase an extended discovery period policy for not less than one year from the completion of work.

I. Indemnification The Consultant shall defend, protect and hold harmless the state of Washington, State Parks, State Parks' Agents, or any employees thereof, from and against all claims, suits or actions arising from the Consultant's acts which are libelous or slanderous, which result in injury to persons or property, which violate a right of confidentiality, or which constitute an infringement of any copyright, patent, trademark or trade name through use or reproduction of material of any kind, arising out of negligence of the Consultant or its subcontractors, but in the event of concurrent negligence by the indemnitee, then only to the extent of the negligence of the Consultant and its subcontractors. In addition, Consultant waives its immunity under Title 51 RCW to the extent necessary to give this indemnity full effect.

J. Disputes Except as otherwise provided in this contract, when a bona fide dispute arises between State Parks and the Consultant and it cannot be resolved, either party may request a dispute hearing with the Agent. Either party's request for a dispute hearing must be in writing. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.

K. Rights in Data Unless otherwise provided, data which originates from this contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by State Parks. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent register and the ability to transfer these rights.

Data which is delivered under the contract, but which does not originate therefrom, shall be transferred to State Parks with a nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so;

Provided, that such license shall be limited to the extent which the Consultant has a right to grant such a license. The Consultant shall exert all reasonable effort to advise State Parks, at the time of delivery of data furnished under this contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this contract. State Parks shall receive prompt written notice of each notice or claim of copyright infringement received by the Consultant with respect to any data delivered under this contract. State Parks shall have the right to modify

Cost Code: «FundingCode» Agreement No. AE «ContractNumber» Page 8 or remove any restrictive markings placed upon the data by the Consultant.

L. Deliverable Standards Drawings:

• In State Parks AutoCAD/Civil 3D version format per Parks Project Representative.

• Furnish CD or USB flash drive in AutoCAD .dwg digital file format and PDF digital file format.

• Furnish final bid drawings in ink, on 20# bond acid free paper, as well as in digital file format.

• Format both hard copy drawings and digital files in 22” x 34” size and 11” x 17”.

• Intermediate review drawings may be submitted on 20 lb. bond paper in 11” x 17” size. Submit review drawings at 25%, 60%, and 90% complete. Address State Parks’ concerns prior to printing the final bid drawings.

• Format all drawings with current State Parks’ standard border.

• Include, with all drawing sets, a current State Parks’ standard cover sheet drawing.

• Provide all drafting in accordance with current State Parks’ drafting standards (e.g.:

line weights/types, layering conventions, lettering types and sizes, scales, digital templates, .ctb, etc.).

• State Parks will furnish its latest drafting standards for use by the Consultant in preparing drawings. State Parks will furnish digital templates for the Consultant to use at their own risk.

• All final printed and digital file drawings will become the property of and be permanently retained by State Parks upon contract completion and need to be reproducible using State Parks’ .ctb.

Specifications:

• Prepare and furnish all project specifications in State Parks’ current MS Word format (*.docx).

• Produce all technical specifications using CSI MasterFormat 2014 edition format and numbering system, in the form and format as provided in State Parks’ standard specification boilerplate. Submit project specifications in both hard copy and e-file versions.

• Include in the final project specification/bid package, standard State Parks’ Division 0 and Division 1 sections in addition to the technical sections. General Conditions and Prevailing Wage inserts will be the responsibility of State Parks. State Parks will furnish the latest version of its standard boilerplate sections to the Consultant for filling-in required information and incorporation into the total specification package.

• Submit specifications for review at the same time and level of completeness noted above for intermediate review drawings.

Engineer’s Construction Cost Estimate:

Prepare the final Engineer’s Cost Estimate and furnish it on State Parks’ standard estimate form. State Parks will furnish this form to the Consultant for use in preparing the final estimate.

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GIS Standards:

Consultants shall submit all GIS data to Washington State Parks in accordance with the following requirements:

1. GIS data is to be provided to State Parks as ArcGIS 10.x file geodatabase format.

Shapefiles may also be accepted if requested by consultant and approved by State Parks.

2. Metadata should include explanations of the meaning of all attribute fields, as well as explanations for the meaning of all values in the fields, where appropriate.

Metadata should include a short paragraph in the Description field explaining when the data was collected, known limitations, and anything else that would be helpful to a user of the data. Also include contact information with phone number and email address.

3. The standard projection for State Parks is NAD 83 State Plane South, units in feet (NAD_1983_HARN_StatePlane_Washington_South_FIPS_4602_Feet). All data must be submitted in this projection.

4. Data representing areal features (for example, wetlands) need to be represented as polygons.

5. All polygonal data shall be topologically checked to ensure that there are no unintended gaps or overlaps between adjoining polygons. This can be done in ArcMap by creating a Topology with the rules “Must Not Overlap” and “Must Not Have Gaps”.

END OF CONDITIONS