SAMPLE_BASIC_ORDERING_AGREEMENT_-_101598.pdf

WSSC CONTRACT NO. 101598

WASHINGTON SUBURBAN SANITARY COMMISSION

CONTRACT FOR PCCP ENGINEERING SERVICES

BASIC ORDERING AGREEMENT (BOA)

This Agreement (“Agreement” or “Contract”) dated this _____ day of ______________, 20__ (“Effective Date”) is by and between the WASHINGTON SUBURBAN SANITARY COMMISSION, a bi-county agency of the State of Maryland (“COMMISSION” or “WSSC”) (“CONSULTANT” or “CONTRACTOR”) (collectively the “Parties”).

WITNESSETH

WHEREAS, the COMMISSION proposes to enter into a Basic Ordering Agreement (BOA) contract with the Consultant. .

WHEREAS, the COMMISSION desires the professional services of the CONSULTANT in accordance with the Scope of Work.

NOW THEREFORE, in consideration of the premises, the mutual covenants hereinafter recited and for other good, valuable and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE 1. TASK ORDERS

A. The CONSULTANT shall furnish all services described herein in accordance with the following overall objectives:

Work is to be accomplished under a series of definitive written task orders which will identify the work to be accomplished; the basis of compensation for each task order; the limit of compensation for each task order; and the schedule for performing the scope of services.

1. The procedure for implementing individual task orders shall be as follows:

a. The CONSULTANT shall be notified by the COMMISSION of the specific task(s) to be performed and provided a Scope of Work.

b. The CONSULTANT shall submit a proposal to the COMMISSION which addresses the following:

(1) The proposed schedule for completion of the task order.

Dorsey, Kristen L This is the only Master Agreement and type of arrangement that we don’t have General Conditions for, GCO never approved general conditions for these. There must be a reason why and someone must have knowledge of this, Michael with check with Tom Carney. Maybe there is something specific to A&E projects that requires it’s own separate Master Agreement.

(2) The estimated staffing, number of man hours for each, and direct labor costs associated with the accomplishment of the task order.

(3) A list of any materials or information required from the

COMMISSION to complete the task order.

(4) Any other information required by the COMMISSION as identified in the Scope of Work.

c. Following COMMISSION review and approval of the

CONSULTANT'S proposal, the agreed upon terms and provisions shall be prepared in the task order format (Exhibit B) and duly executed by both parties.

d. No work is authorized on the task order until the CONSULTANT has received a Notice to Proceed from the COMMISSION for the task order. Such authorization shall be in the form of a written letter. Any work performed prior to receiving such Notice to Proceed shall be at the CONSULTANT’S risk.

B. In consideration of the foregoing objectives, the CONSULTANT agrees to perform, but is not limited to, the following services:

1. Secure permission to enter upon public and private lands, in accordance with

COMMISSION guidelines, as required to perform work under this Agreement. The CONSULTANT shall use care and discretion while working on public or private property and shall be responsible for any damages to said property incurred as a result of his operations.

2. Cause plans, reports and other documents submitted to the COMMISSION under the terms of the Agreement to be signed by a principal or principals of the CONSULTANT'S firm registered to engage in the practice of the appropriate branch of engineering in the state of Maryland.

3. Review materials supplied by the COMMISSION and provide such additional information or data as is necessary for the completion of the project.

C. Have the following responsibilities associated with work performed under this contract:

1. The CONSULTANT shall be responsible for the quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and systems performance for all services furnished by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation from the COMMISSION, correct or revise any and all errors, omissions, or other deficiencies in its designs, drawings, specifications, reports, and other services.

2. The CONSULTANT acknowledges and agrees that review, approval, payment or acceptance of services required under this Agreement in no manner relieves the CONSULTANT of responsibility for the adequacy, fitness, completeness, suitability and correctness of those services.

3. The CONSULTANT shall be and remain liable for all damages to the

COMMISSION as a result of negligent performance of professional engineering services by the CONSULTANT, its servants, agents, or subcontractors. Such damages may include, but are not limited to, the direct construction change order cost paid by the COMMISSION to correct deficiencies in the work including time for delay, COMMISSION staff time to inspect and manage such work, COMMISSION overhead and any other costs incurred by the COMMISSION resulting from the negligent performance of professional engineering services by the CONSULTANT, its servants, agents, or subcontractors.

4. The CONSULTANT acknowledges and agrees to abide by the terms and conditions of WSSC security policies as set forth in Exhibit C, “WSSC Document Security and Site Access Procedures,” attached hereto and incorporated herein by reference as fully enforceable terms of this contract.

5. The CONSULTANT acknowledges and agrees to abide by the terms and conditions of the “Cooperation and Confidentiality” provision as set forth in Exhibit D, attached hereto and incorporated herein by reference as fully enforceable terms of this contract.

6. The CONSULTANT shall obtain base maps, as-built drawings, Standard

Details, Standard Specifications, Water House Connections, Standard Forms and other information available on the COMMISSION’s website or at a COMMISSION Depot. The COMMISSION shall furnish to the CONSULTANT any COMMISSION templates, as-built drawings, Special Details, existing construction documents, right of entry to private land agreements, easements, land records, and other information necessary to perform a task order that is not reasonably available to the CONSULTANT.

ARTICLE 2. TIME AND PERFORMANCE

A. All work under this Agreement shall be assigned by the COMMISSION via a task order prior to the Base Term or any Option Year Term expiring.

B. The time for completion of a task order will be specified in a task order.

C. For a task order issued prior to the Base Term or any Option Year Term expiring and not completed within the expiration of the term, the CONSULTANT shall complete the work specified in the task order as directed by the COMMISSION. However, all work on a task order shall be completed no later than one year after the expiration of the last Option Year Term unless written approval to continue performance of a task order is obtained from the COMMISSION’S General Manager/CEO. This Agreement shall govern the CONSULTANT’s and the COMMISSION’s rights and obligations with respect to a task order to the same extent as if a task order was completed prior to the Base Term or any Option Year Term expiring.

D. All extensions of time beyond the time specified in a task order must be requested of the

COMMISSION'S project manager in writing by the CONSULTANT thirty (30) days prior to the occurrence of such deadline(s). The written request should contain the additional time requested to complete the task order and a complete justification of the requested time extension. All time extensions approved by the COMMISSION will be issued in writing.

ARTICLE 3. TERM OF AGREEMENT

A. The Base Term of this Agreement shall be for years.

B. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.410(d)(2), the COMMISSION may find it advantageous to obtain the option of a unilateral contract extension to extend the Agreement ninety (90) days past its termination date. If the COMMISSION intends to exercise the extension, it shall provide written notice to the CONSULTANT at least thirty (30) days prior to the Agreement termination date. The exercise of the 90-day option is at the COMMISSION’s sole discretion.

C. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.420(a), the

COMMISSION retains the right to cancel multi-year contracts after the first fiscal period (or one year) due to unavailability of funds.

ARTICLE 4. COMPENSATION

A. For services performed by the CONSULTANT under this Agreement, and as full and complete compensation therefore, except as otherwise expressly provided herein, the COMMISSION will pay to the CONSULTANT the fully loaded rates stated in Exhibit A.

B. The CONSULTANT will submit periodic invoices for payment, but not more frequently than monthly, for work and services performed under this contract. Such invoices shall be prepared by the CONSULTANT supplemented and accompanied by supporting data which is satisfactory to the COMMISSION. A list of employees employed by the CONSULTANT to perform the direct services and their respective salary rates shall be certified and submitted to the COMMISSION with the first invoice for payment.

1. For cost-type task orders, direct labor costs will be supported by names, grades, hours worked, pay rates, and payments to persons involved.

(Overtime will be separately identified.)

a. In cases of fixed fee, billing of fee shall be on the basis of percentage of work completed since the previous month's estimate.

2. For lump sum task orders, payments will be based on an agreed-upon percentage complete, less any previous payments.

C. The CONSULTANT shall submit monthly progress reports to the COMMISSION'S project manager. Said reports shall describe the CONSULTANT'S work accomplished during the month covered by the report and shall present the overall status of the CONSULTANT'S work through said month. In no case will the COMMISSION make a payment to the CONSULTANT until the progress report for that month is approved by the COMMISSION.

D. The CONSULTANT agrees to retain books, accounts, records, and other documents directly pertinent to the performance of this contract and allow the COMMISSION the right to audit in accordance Code of Regulations, Title 6, Chapter 6.15.450.

E. The CONSULTANT shall vest in the COMMISSION title to all drawings, specifications contract documents, calculations, and all other data or work items produced by the CONSULTANT under this Agreement, and this material shall be made available to the COMMISSION immediately upon request. The COMMISSION retains the right to acquire originals, reproducible, and/or prints and copies of this material to suit its needs and purposes and to distribute this material to any agencies, firms and/or individuals. Subject to Exhibits C and D, under no circumstances shall any material produced as a result of this Agreement be released by the CONSULTANT to other than COMMISSION personnel without prior knowledge and approval by the COMMISSION'S project manager.

F. The CONSULTANT shall be compensated on either a lump sum basis or a cost reimbursement basis dependent upon the scope and character of work to be performed under the individual task orders. A cost ceiling of [INSERT] has been established for all work under the Contract. The individual task orders that will be issued to the CONSULTANT will each have an established cost, and mutually agreed to lump sum price when the lump sum basis is utilized or a cost ceiling when the cost reimbursement basis is utilized. For lump sum basis task orders, the price shall not be exceeded without a formal amendment to the task order(s).

When a cost reimbursement basis of compensation is employed for any task order, the following shall apply:

1. If at any time during the course of the work the CONSULTANT anticipates that the cost ceiling for the total contract or for a particular task order will be exceeded, the CONSULTANT shall immediately notify the COMMISSION in writing of the additional amount necessary to complete the work and shall state the reasons and justifications for the anticipated excess costs. The cost ceiling established for the contract shall not be exceeded by the CONSULTANT without a formal change order to this contract. Any costs incurred by the CONSULTANT in excess of the established task order cost ceiling without amendment to the task order shall not be reimbursed.

ARTICLE 5. TERMINATION

In accordance with the WSSC Code of Regulations, Title 6, Chapter 6.15.570, the

COMMISSION may, by written notice to the CONSULTANT, terminate this Agreement and/or task orders issued under this Agreement in whole or in part at any time, either for the COMMISSION's convenience or default because of the failure of the CONSULTANT to perform services timely, failure to meet standards required, or fulfill the CONSULTANT’s obligations under this Agreement Upon receipt of such notice, the CONSULTANT shall:

(1) immediately discontinue all services affected upon receipt of termination notice, and

(2) deliver to the COMMISSION all information and materials as may have been provided by the COMMISSION or accumulated by the CHHS in performing this contract, whether completed or in progress.

If the termination is for the convenience of the COMMISSION, the CONSULTANT shall only be paid for work performed through the date of termination. If the CONSULTANT and the Chief Procurement Officer cannot agree on the amount due the CONSULTANT as a result of the termination for convenience, the CONSULTANT may file a timely claim under the WSSC Code of Regulations, Title 6, Chapter 6.15.560.A.

If the termination is due to the CONSULTANT’s default for failure to fulfill the contract obligations, the COMMISSION may take over the work and prosecute same to completion by contract. In such cases, the CONSULTANT shall be liable to the COMMISSION for damages to the COMMISSION from the breach of this Agreement, including reasonable attorneys’ fees. If the CONSULTANT disputes the issuance of a termination for default, the CONSULTANT may file a timely claim under WSSC Code of Regulations, Title 6, Chapter 6.15.560.A.

ARTICLE 6. FORCE MAJEURE

Neither party shall be considered in default in the performance of its obligations hereunder to the extent that performance of such obligations is delayed, hindered or prevented by any cause which is beyond the reasonable control of such party (hereinafter called “Force Majeure”).

Force Majeure includes but is not limited to any of the following if reasonably beyond the control of the party claiming Force Majeure: war (declared or undeclared), blockages, hostilities, revolutions, riots, strikes, lockouts or other labor disturbances, fires, storms, delays or interruptions in transportation, or any laws, regulations or ordinances of any government, governmental agency or court having or claiming to have jurisdiction over any part of the services, including laws, regulations or ordinance pertaining to the protection of the environment, or obtaining permits required by any such government, governmental agency or court, or any other cause (whether or not of kinds specifically mentioned herein) that is not reasonably within the control of the party claiming Force Majeure.

The parties are aware of the Covid–19 pandemic and the impact it has, will or may have on the schedule and performance of the work and have taken any such delays, disruptions, interference, or other impacts into consideration in establishing the schedule, pricing and other terms and conditions of the Agreement. Accordingly, notwithstanding any provisions to the contrary in this Agreement, the Covid–19 pandemic is expressly excluded as a Force Majeure event and cannot serve as a basis for a claim for additional time or compensation, or other equitable or legal adjustment or amendment to a task order or to this Agreement.

ARTICLE 7. SUSPENSION OF SERVICES

The COMMISSION may at any time, suspend, delay, interrupt, or stop the performance of any or all of the services by written notice to the CONSULTANT.

ARTICLE 8. NO DAMAGES FOR DELAY

The CONSULTANT shall not be entitled to any costs for delay, disruption, interruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, even if not in the contemplation of the parties at the time the Agreement was executed, the CONSULTANT acknowledges that pricing included in a task order is full consideration for all such damages, costs, or losses.

ARTICLE 9. CHANGES

A. The COMMISSION may, at any time, by written order, make changes within the general scope of this Agreement in the services or work to be performed. If such changes cause an increase or decrease in the CONSULTANT's cost of, or time required for, performance of any services under this Agreement, whether or not changed by any written order, the CONSULTANT may submit a claim in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560.A.

B. No services for which an additional compensation will be charged by the

CONSULTANT shall be furnished without the written authorization of the

COMMISSION

ARTICLE 10. CONTRACT DISPUTE RESOULTION

All claims by a CONSULTANT against the COMMISSION which includes without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification of rescission shall be filed and resolved in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560.A.

ARTICLE 11. LITIGATION

A. It is understood and agreed that the compensation herein provided to be paid by the

COMMISSION is for the services of the CONSULTANT on the project as described herein and does not include any assistance in preparation for or during the progress of litigation or arbitration to which the COMMISSION is a party. The CONSULTANT agrees to assist the COMMISSION in matters of litigation upon request and upon reasonable compensation to be negotiated for such services requested. The CONSULTANT shall not be entitled to any compensation for any assistance or services requested or rendered in any matter involving claims by third parties against the COMMISSION arising out of the fault or negligence on the part of the CONSULTANT or his agents.

B. The CONSULTANT agrees to obtain and maintain in good standing all corporate filings, licenses, and approvals, as required by Maryland law. The CONSULTANT will notify WSSC of its resident agent’s contact information.

ARTICLE 12. COVENANT AGAINST CONTINGENCY FEES

The undersigned person authorized to execute this proposal on behalf of the professional engineer, architect or registered land surveyor, or the firm or corporation offering services hereunder, warrants that he or she or any member of the contracting firms has not employed or retained any representative, individual or firm, other than a bona fide employee working solely for the contracting professional or firm to solicit or secure any contracts hereunder and furthermore warrants that there has not been any payment or promise or agreement to pay anyone a fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award of a contract under this proposal.

For the breach or violation of this provision, the COMMISSION shall have the right to terminate any contract or agreement resulting from this proposal without liability and, at its discretion, deduct from the contract price or otherwise recover the full amount or the value of such fee, commission, percentage, gift, or consideration. This right of recovery by the COMMISSION shall not be a bar to any charges or violations of any federal, state or local law brought before a court of competent jurisdiction by any party, including the

COMMISSION.

ARTICLE 13. INDEMNIFICATION AGREEMENTS

A. PROFESSIONAL LIABILITY

The CONSULTANT shall defend, indemnify and save harmless the COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorneys’ fees to which the COMMISSION may be subject, including but not limited to any suit, claim or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of CONSULTANT'S professional engineering services, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, his servants or agents. The COMMISSION shall retain monies owed the CONSULTANT until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the COMMISSION.

B. GENERAL LIABILITY

The CONSULTANT shall defend, indemnify and save harmless the COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorney’s fees to which the COMMISSION may be subject, including but not limited to any suit, claim, or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of the work, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, his servants or agents, (other than arising out of CONSULTANT'S professional engineering services). Monies to become due the CONSULTANT under the contract as may be considered necessary by the COMMISSION shall be retained by the COMMISSION until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the

COMMISSION.

ARTICLE 14. INSURANCE

The CONSULTANT shall comply with the provisions and requirements of Exhibit G of this Agreement relating to bonds and insurance, which is attached and incorporated herein.

ARTICLE 15. PROJECT MANAGEMENT

The COMMISSION and the CONSULTANT shall each designate a project manager within fourteen (14) days from date of this Agreement to represent each party respectively and be responsible as the individual in charge of administering and carrying out provisions of this

Agreement. Once so designated by the CONSULTANT this project manager shall not be changed unless specifically allowed or requested by the COMMISSION. The right of approval shall also include key lead discipline engineers as identified in the Labor Classification with Salary Schedule.

The CONSULTANT shall advise the COMMISSION of the project manager's qualifications and the COMMISSION shall have the right of approval or rejection of the CONSULTANT'S designated project manager.

ARTICLE 16. RIGHT TO AUDIT

The COMMISSION has a right to audit the CONSULTANT and its subcontractors in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.450.

ARTICLE 17. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with Maryland law without regard to conflicts of law principles or any rule or presumption requiring construction against any party who caused or contributed to its drafting.

The CONSULTANT agrees that it will not commence any action, litigation, or proceeding of any kind against the COMMISSION arising out of or relating to this Agreement in any forum other than the Federal or State courts located in Prince George’s County, Maryland, and Montgomery County, Maryland. The CONSULTANT submits to the exclusive jurisdiction of such courts.

ARTICLE 18. NO ASSIGNMENT

This Agreement is not transferable or otherwise assignable without the written consent of the

Chief Procurement Officer provided, however, the CONSULTANT may assign monies receivable under a contract after due notice in writing to the COMMISSION.

ARTICLE 19. MINORITY BUSINESS ENTERPRISE AND SMALL LOCAL BUSINESS

PARTICIPATION

In accordance with the COMMISSION'S Minority Business Enterprise Program (WSSC

Code of Regulations, Title 6, Chapter 6.30) and Small Local Business Enterprise Program (WSSC Code of Regulations, Title 6, Chapter 6.35), the CONSULTANT has agreed to subcontract Minority Business Enterprise and Small Local Business Enterprise Participation in accordance with Exhibit F and its submitted and COMMISSION approved subcontracting plan.

ARTICLE 20. NONDISCRIMINATION POLICY REQUIRED BY MARYLAND

ANNOTATED CODE, PUBLIC UTILITIES, § 17-402.1(B).

The CONSULTANT shall not discriminate in any manner against an employee or an applicant for employment on the basis of sex, race, creed, color, age, mental or physical disability, sexual orientation, religion, marital status, gender identity or national origin.

The CONSULTANT shall include a similar nondiscrimination clause in all subcontracts.

If the CONSULTANT fails to include a similar nondiscrimination clause in a subcontract, the COMMISSION shall provide the CONSULTANT a reasonable opportunity to cure the defect. If the CONSULTANT fails to cure the defect within the time period granted, the COMMISSION may declare the Agreement void and the CONSULTANT shall be entitled to the reasonable value of work that has been performed and materials that have been provided to date. If the CONSULTANT cures the defect, the Agreement shall remain in force according to its revised terms.

If the CONSULTANT willfully fails to comply with the requirements of this nondiscrimination clause, the COMMISSION may compel the CONSULTANT to continue to perform under the Agreement as provided in Maryland Annotated Code, Public Utilities, § 17-402.1(b).

ARTICLE 21. INTERPRETATION

In the interest of brevity, this Agreement and the task orders frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. The term “days” as used in this Agreement and the task orders shall mean calendar days. The headings contained in this Agreement and the task orders are inserted only for ease of reference and are not meant to and shall not define, limit, or in any way affect the terms and provisions set forth therein. Each of the parties acknowledges that this is a fair agreement and is not the result of fraud, duress or undue influence exercised upon it by any person or entity. Each party acknowledges that is has read this Agreement, has participated in its negotiation, understands its contents, and has had the opportunity to obtain the assistance of legal counsel of its choice. This Agreement and the task orders are jointly drafted and are not to be interpreted more strictly against the COMMISSION even if initially prepared by the COMMISSION.

ARTICLE 22. SEVERABILITY

If any term or provision of this Agreement and the task orders issued under, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of this Agreement and the task orders, or the application of this Agreement and the task orders to persons or circumstances other than those against whom or which such term or provision is invalid or unenforceable, shall not be affected thereby; and each term and provision of this Agreement and the task orders shall be valid and enforceable to the fullest extent permitted by applicable laws.

ARTICLE 23. NO THIRD PARTY RIGHTS

Nothing in this Agreement and the task orders shall be deemed to create a joint venture or partnership between the COMMISSION and the CONSULTANT; nor shall anything contained in this Agreement and the task orders be deemed to give any third party any claim or right of action against the COMMISSION or the CONSULTANT; nor shall anything contained in this Agreement and the task orders be deemed to cause the CONSULTANT to become the agent of the COMMISSION or to otherwise alter the CONSULTANT’S independent contractor relationship with the COMMISSION.

ARTICLE 24. AUTHORIZATION

The CONSULTANT warrants, represents, and covenants that the execution and delivery of this Agreement and the task orders have been duly authorized by all requisite corporate or partnership action of the CONSULTANT and that the persons so executing and delivering this Agreement and the task orders on behalf of the CONSULTANT are duly authorized to do so.

ARTICLE 25. CODE OF ETHICS

The CONSULTANT and its subcontractors shall abide by the WSSC Code of Ethics, Code of Regulations, Title 1, Chapter 1.70.

ARTICLE 26: PROCUREMENT REGULATIONS

This Agreement shall be construed and enforced in accordance with, and governed by, WSSC’s Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.

ARTICLE 27. DUTY TO ASSIST

At the COMMISSION’S request, without additional compensation, during and after the term of the Agreement, the CONSULTANT agrees to cooperate with the COMMISSION in any external investigations, internal investigations, governmental inquiries, government investigations, or legal proceedings which involve the COMMISSION’S interests. At the COMMISSION’S request, and upon reasonable notice, the CONSULTANT, shall furnish such information and provide proper assistance to the COMMISSION as may reasonably be required and requested by the COMMISSION.

ARTICLE 28: INFORMATION TECHNOLOGY PROTECTION

In performing the work and services contemplated by this Agreement and interfacing with the Commission’s information technology systems and network, the CONSULTANT shall take commercially reasonable steps and shall implement reasonable physical, technical, security, and administrative measures as necessary to protect the security, privacy and operations of Commission’s system and network and the information contained therein against corruption or intrusion or other unauthorized access, acquisition, destruction, modification, and disclosure. The certifications of the CONSULTANT and its subcontractors shall include ISO 27001 and SOC2 Type II.

CONSULTANT and its Subconsultants shall inventory and properly secure all laptops and other Commission owned equipment provided for its temporary use, and shall immediately notify the Commission of the re-assignment or termination of employment of any employee or consultant to whom such equipment has been provided and ensure that such equipment is immediately retrieved and returned to the Commission. CONSULTANT is financially responsible for any equipment which is not returned to the COMMISSION as required.

ARTICLE 29: CONSULTANT TRAVEL REIMBURSEMENT

Reimbursement of consultant travel expenses, when permitted by a contract, are governed by the COMMISSION’S Travel Expense Reimbursement Regulation, WSSC Code of Regulations Chapter 9.85. However, it is not the intent of the parties to reimburse the Consultant for travel expenses, and the CONSULTANT shall not be entitled to separate reimbursement of its travel expenses under this Agreement. All travel related expenses and costs are to be included in the rates and pricing established for each task order.

Dorsey, Kristen L Should a copy of the procurement regulations be attached and listed as an Exhibit?

ARTICLE 30: PERSONAL INFORMATION PROTECTION

If during the course of this Agreement the COMMISSION discloses “Personal information” to CONSULTANT as defined in §10-1301 of the State Government Article of the Annotated Code of Maryland, the CONSULTANT shall, in accordance with the requirements of §10-1304 of the State Government Article, implement and maintain reasonable security procedures and practices that are appropriate to the nature of the personal information disclosed to it, and are reasonably designed to help protect personal information from unauthorized access, use, modification, disclosure, or destruction. Upon reasonable advance notice, and without creating an obligation to do so, the COMMISSION shall have the right to verify and audit the security procedures and practices implemented and maintained by CONSULTANT for this purpose. CONSULTANT shall remain solely responsible for its information technology security procedures and practices.

ARTICLE 31: SENSITIVE ENGINEERING RECORDS AND DOCUMENTS,

COOPERATION AND CONFIDENTIALITY

The CONSULTANT and its subcontractors shall comply with the terms and conditions of the COMMISSION’S Document Security and Site Access Procedures (Exhibit C) and Cooperation and Confidentiality Requirements (Exhibit D), and with the provisions and requirements of Chapter 1.10 of the COMMISSION’S Code of Regulations - Access to the Sensitive Engineering Records.

The CONSULTANT shall implement and maintain reasonable security procedures and practices that are reasonably designed to protect the COMMISSION’S Sensitive Engineering Records, Documents and Information, and prevent unauthorized access to, or use, modification, distribution or disclosure of such records, documents and information.

Upon reasonable advance notice, and without creating an obligation to do so, the COMMISSION shall have the right to verify and audit the security procedures and practices implemented and maintained by CONSULTANT for this purpose.

CONSULTANT shall remain solely responsible for its security procedures and practices.

ARTICLE 32: SUBCONTRACTORS

As used in this Agreement, “subcontractors” shall refer to the subcontractors, subconsultants, suppliers, vendors and other individuals or entities directly or indirectly involved in providing work or services for this Agreement at the request of the CONSULTANT. The CONSULTANT shall be fully responsible to the COMMISSION for the performance, acts, errors and omissions of the CONSULTANT’s subcontractors, including without limitation, responsibility for the adequacy and coordination of their work and services. The CONSULTANT shall require, and shall cause appropriate provisions to be included in its subcontracts to assure, that its subcontractors comply with the CONSULTANT’s obligations under this Agreement as such obligations relate to the work and services they provide.

ARTICLE 33: OTHER CONTRACT DOCUMENTS

The following documents are incorporated in and form part of this Agreement:

Exhibit A – Scope of Work Exhibit B – Task Order Format Exhibit C – Document Security and Site Access Procedures Exhibit D – Cooperation and Confidentiality Exhibit E – Labor Classification with Salary Schedule Exhibit F – MBE and SLBE Requirements Exhibit G – Bonds and Insurance Requirements Exhibit H – Iran Investment Certification

Exhibit I – Contract Certification Affidavit

ARTICLE 34 : ENTIRE AGREEMENT

This Agreement and tasks issued under the Agreement constitute the entire Agreement between the parties and except for modifications prepared in accordance with provisions herein and WSSC’s Procurement Regulations, there are no other collateral contracts or agreements concerned between the parties contracting hereto. Nothing contained in this Agreement shall be construed as creating any personal liability on the part of an officer, employee, or agent of the COMMISSION, including the Commissioners individually.

IN WITNESS WHEREOF, the Pparties herein have executed this Agreement under seal by and through their undersigned authorized representatives as of the Effective Date.

WASHINGTON SUBURBAN SANITARY COMMISSION

Caprecia Poole-Williams Chief Procurement Officer Date:

Approved for form and legal sufficiency:

(INSERT NAME OF COUNSEL)

Associate Counsel II Date:

(INSERT NAME OF VENDOR)

Name:

Title:

Date:

Attachments: (List all Exhibits included in contract) Attachments:

Exhibit A – Scope of Work Exhibit B – Task Order Format Exhibit C – Document Security and Site Access Procedures Exhibit D – Cooperation and Confidentiality Exhibit E – Labor Classification with Salary Schedule Exhibit F – MBE and SLBE Requirements Exhibit G – Bonds and Insurance Requirements Exhibit H – Iran Investment Certification Exhibit I – Contract Certification Affidavit

EXHIBIT A

SCOPE OF WORK

SCOPE OF WORK (SOW)

CONTRACT NO. 48542

EXHIBIT B

BOA CONTRACT NO. 101598

TASK ORDER NO. TASK ORDER JOB NO.

TO: (Consultants)

IN ACCORDANCE WITH THE ABOVE-REFERENCED CONTRACT

The following is ordered:

A. Scope of work:

B. Compensation shall be:

C. Schedule:

Accepted by (Consultant): Approved by (WSSC):

(Seal) Printed Name: Printed Name:

Title Title

Date Date

EXHIBIT C

DOCUMENT SECURITY AND SITE ACCESS PROCEDURES

A. “Sensitive” documents and information are defined as those that could reasonably be used to aid in or plan for contaminating or damaging the COMMISSION system or COMMISSION customers. Examples of such documents include, but are not limited to:

1. Plans/blueprints, as-built drawings, or contract documents of COMMISSION facilities

2. Plans/blueprints, as-built drawings, contract documents, or 200-foot sheets of the water distribution system or the wastewater collection system

For any document or information to be provided to the CONSULTANT where there is uncertainty whether it is “sensitive”, the COMMISSION shall have sole discretion to make such determination.

B. The CONSULTANT and its subcontractors shall abide by the following non-disclosure terms:

1. All records/information in connection with this contract shall be considered as property of WSSC. The distribution of documents (hardcopy or electronic) is restricted as follows:

a. For all documents deemed “sensitive”, including documents depicting or related to a

COMMISSION “Facility” (defined as a dam; a water treatment plant; water pump station; water storage facility; wastewater treatment plant; wastewater pumping station; Consolidated Office Building; or depot/maintenance shop [the facility includes related piping and appurtenances such as vaults and valves contained within its property lines]), pipelines greater than 12” in diameter, or as otherwise specified by the COMMISSION, the CONSULTANT and its employees may not distribute, without the prior written approval of the COMMISSION, such documents in any manner, in whole or in part, to anyone inside or outside of the CONSULTANT’s Company, except for purposes of performing the services under this contract. The distribution of such documents by the CONSULTANT shall include the statement that the documents being distributed are of a privileged and confidential nature and that they shall only be used for the purpose for which they are being distributed.

b. For all other COMMISSION documents, the CONSULTANT’s company may distribute documents only to individuals within or outside the Company needing them for performing legitimate business functions.

2. In development of new documents, the CONSULTANT will limit the inclusion of sensitive information regarding existing facilities/features to the minimum required to accomplish the objectives of this contract.

3. The CONSULTANT is responsible for its employees abiding by all non-disclosure terms of this contract as well as individual non-disclosure agreements under WSSC’s Engineering Records/Information (WERI) system. The CONSULTANT shall communicate to its employees the non-disclosure requirements. If the CONSULTANT or any of the CONSULTANT’s employees violate the terms of non-disclosure, WSSC, at its discretion following investigation, reserves the right to revoke all access privileges of the CONSULTANT and the CONSULTANT’s employees to COMMISSION records/information indefinitely as well as require the return of COMMISSION records/information in the possession of the CONSULTANT. The CONSULTANT has the right to appeal this revocation in accordance with Article IX of this contract.

4. The CONSULTANT shall have at least one individual employee apply and be approved for access to hardcopy or electronic documents through WSSC’s Engineering Records/Information (WERI) system. WSSC will only provide documents to employees of the CONSULTANT who have been approved for access.

5. The CONSULTANT shall be responsible to notify WSSC of the separation from employment or reassignment from this project of any employees previously working on this project. In addition, the CONSULTANT shall be responsible to review and authorize periodic renewals of “registered” employees as required by the WERI system.

6. The CONSULTANT shall be responsible for notifying WSSC within 24 hours of any identified breach of the CONSULTANT’s or its employee’s non-disclosure terms.

7. WSSC reserves the right to audit the CONSULTANT’s compliance with these non-disclosure terms.

C. ALL CONSULTANT and subcontractors employees involved in the project who have access to sensitive information are to have initial background checks performed by the COMMISSION to assure the COMMISSION information used and generated by this project will not end up in unauthorized hands. The initial background checks are valid for one year and subject to annual renewal for employees continuing to work on the project.

D. ALL sensitive documents given to the CONSULTANT shall be stored in secure areas. Access shall be limited to only those individuals who will be working directly on the project and have the clearances listed in C above.

E. Discussions regarding sensitive information shall not be conducted with persons not involved on the project.

F. Electronic documents of a sensitive nature shall be located on a local hard drive, a secure local area or wide area networked drive, or a secured project specific web site. File access rights to sensitive electronic documents shall be limited to project team members through secure access portals. All sensitive e-mail correspondence shall also be restricted from unsecured network/outside access. Upon completion of the project the CONSULTANT shall destroy all project records, including both paper and electronic copies, that the CONSULTANT determines are not needed for record purposes. All other records shall be stored in a secure fashion in accordance with the terms of this contract. These records shall only be distributed to the COMMISSION or to CONSULTANT employees with COMMISSION-approved background checks. After such records are no longer needed for record purposes, the records shall be destroyed or returned to the COMMISSION.

G. Sensitive information and correspondence shall be hand-delivered rather than sent via e-mail, regular mail, or express mail whenever possible.

H. Within 4 weeks following the Notice To Proceed, the CONSULTANT shall develop a project internal security plan to be approved by the COMMISSION which will institute the above security requirements (and others as agreed upon by the COMMISSION and the

CONSULTANT).

I. No work under this contract involving sensitive documents shall be performed outside of the

United States.

EXHIBIT D

COOPERATION AND CONFIDENTIALITY

1. Definitions Applicable to Exhibit D: As used herein, the “Agreement” means the Agreement between the CONSULTANT and the COMMISSION to which this Exhibit D is made a part. As used herein, “CONSULTANT” means [INSERT] and its representatives. As used herein, “Disclosure Document” means and includes any subpoena, summons, request for production of documents, correspondence, lawsuit, or other request or demand for information or disclosure of information whether provided orally or in written form, electronically, or in any other media that is related to or arising from any investigation or litigation initiated or conducted by any third party (including, without limitation, any governmental or prosecutorial body), which investigation or litigation touches in any way upon the Services, Confidential Information, or the operations of the COMMISSION. As used herein, “Services” means and includes all services provided or to be provided by CONSULTANT under the Agreement, including those of its Representatives. As used herein, “Confidential Information” means and includes any information provided by COMMISSION to CONSULTANT or analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared, derived, observed, or obtained by CONSULTANT in connection with the Services. As used herein, “Representatives” means and includes the directors, officers, employees, representatives, affiliates, and other agents of CONSULTANT and includes the sub-consultants listed in the Agreement as well as the directors, officers, employees, representatives, affiliates, and other agents of the sub-consultants.

2. Duties upon Receipt of a Disclosure Document: This Exhibit D addresses the responsibilities of the CONSULTANT in the event it or the COMMISSION receives or is served with a Disclosure Document. The CONSULTANT shall within forty-eight hours of its receipt or service (whichever is sooner) provide to the COMMISSION a full copy of any Disclosure Document.

The CONSULTANT agrees not to disclose any information related to the Services or any Confidential Information to any person except as required by law and only after affording the COMMISSION with a full opportunity to pursue its remedies to prevent or condition such disclosure. In the event of any disclosure, the CONSULTANT shall simultaneously provide to the COMMISSION a full copy of such disclosure. In the event the disclosure is verbal, the CONSULTANT agrees to provide a full and complete de-briefing of such disclosure to the COMMISSION or its legal representatives at the earliest opportunity. In the event the COMMISSION receives or is served with a Disclosure Document, CONSULTANT agrees to provide to the COMMISSION within forty-eight hours of a request by the COMMISSION any Confidential Information the COMMISSION requires in connection with the Disclosure Document.

3. Cooperation: The CONSULTANT shall cooperate with the COMMISSION in responding to any

Disclosure Document. The CONSULTANT shall cooperate with the COMMISSION in the event of any investigation or litigation initiated or conducted by any third party (including, without limitation, any governmental or prosecutorial body), which investigation or litigation touches in any way upon the Services, Confidential Information, or the operations of the COMMISSION.

Such cooperation includes without limitation the prompt and full compliance with the CONSULTANT’s obligations hereunder, access to Confidential Information, and full disclosure from the CONSULTANT or any Representative asked or required to disclose Confidential Information or information about the Services or the operations of the COMMISSION.

4. Confidentiality: CONSULTANT agrees to treat confidentially all Confidential Information and any other information pertaining to the Services that COMMISSION or any of the COMMISSION’s agents, employees, or representatives furnishes to CONSULTANT (irrespective of the form of communication), whether furnished before or after the date of this Agreement. Further, CONSULTANT agrees to provide access to all Confidential Information in its care, custody, or control at the request of the COMMISSION.

5. Permitted Disclosures: CONSULTANT agrees not to use any Confidential Information for any purpose other than in connection with CONSULTANT’s performance of the Services.

Confidential Information may be disclosed to Representatives who have a bona fide need to know such information. Such Representatives to whom disclosure is made will be informed by CONSULTANT of the confidential nature of such information, will be directed to treat such information confidentially, and will be informed that by receiving Confidential Information they are agreeing to be bound by this Exhibit D. The CONSULTANT shall provide equivalent provisions in its agreements with its sub-consultants to flow down the requirements of this Exhibit D. CONSULTANT will be liable to the COMMISSION for any breach of its obligations hereunder by its Representatives. If requested by COMMISSION, CONSULTANT will furnish, in writing, to COMMISSION, a list of Representatives to whom Confidential Information has been or will be disclosed.

6. Remedies: The parties agree that any party will be irreparably harmed by any breach of this

Exhibit C and that monetary damages will not adequately compensate the parties from such a breach. Therefore, the parties agree that this Exhibit D shall be specifically enforceable by any court of competent jurisdiction. The parties agree that the provisions of this Exhibit D are a material inducement to the Agreement between the COMMISSION and CONSULTANT. The COMMISSION may seek a protective order or other appropriate remedy in order to prevent or condition disclosure of Confidential Information. If a protective order or other appropriate remedy is not obtained, CONSULTANT will furnish only that portion of the Confidential Information or take only such action as is legally required and will take all actions reasonably necessary to obtain assurance that confidential treatment will be accorded to the information while keeping the COMMISSION fully advised of its actions. In addition, CONSULTANT will not oppose any action by COMMISSION (and will, if and to the extent requested by COMMISSION, reasonably cooperate with, assist, and join with COMMISSION in any such action), to obtain a protective order or other appropriate remedy or other reliable assurance that confidential treatment will be accorded to the Confidential Information that is disclosed.

7. No Waiver of Privileges: Neither the existence of this Exhibit D nor the exchange of Confidential

Information shall constitute a waiver of attorney-client, work product doctrine, or any other applicable privilege or protection in any dispute involving the parties. Nothing herein is intended to prevent disclosure, discovery, or admissibility of otherwise discoverable and/or admissible material; rather the parties are setting forth the procedures applicable to such disclosure.

8. Further Cooperation: The parties agree to cooperate fully and execute any and all supplementary documents and to take any and all additional action that may be necessary or appropriate to obtain full force and…