Loading...
HomeMy WebLinkAboutPW06-067 - Original - Geomatrix Consultants, Inc. - S 228th St. Grade Separation Site Investigation - 12/30/2005 Records MppagemenLh NN7 KENT Document WA5.1MGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: Geomatrix Consultants Inc. Contract Number: 1P�Pao — d 67 This is assigned by Mary Simmons Vendor Number: Project Name: S. 228th St. Grade Separation Contract Effective Date: Date of the Mayor's signature Contract Termination Date: June 30, 2007 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Mark Madfai Department: Engineering Abstract: Site investigation to sample and analyze soil and groundwater along the 228th Street Corridor. ADCL7832 07/02 r 1 Consultant/Address/Telephone Local Agency Geomatnx Consultants, Inc. Standard Consultant 600 University Street, Suite 1020 Agreement Seattle, WA 98101 g Contact Kathleen Goodman C Agreement Number LA 5632 (206) 342-1760 Federal Aid Number Protect Title And Work Description DEMO -1216 (001) S 228th Street Grade Separation Agreement Type(Choose one) Site investigation to sample and analyze soil and ❑Lump Sum groundwater along the 228th Street corridor Lump Sum Amount $ ❑Cost Plus Fixed Fee Overhead Progress Payment Rate % DBE Participation Overhead Cost Method ❑Yes ® No % ❑Actual Cost WBE Participation ❑Actual Cost Not To Exceed % ❑Yes ® No % Federal ID Number or Social Security Number ❑ Fixed Rate % 94-1730361 Fixed Fee $ Do you require a 1099 for IRS? Completion Date ®Yes ❑ No June 30, 2007 ®Specific Rates Of Pay -- - i ® Negotiated Hourly Rate Total Amount Authorized $ 23,603.00 ❑Provisional Hourly Rate Management Reserve Fund $ ❑Cost Per Unit of Work Maximum Amount Payable$ 23,603.00 THIS AGREEMENT, made and entered into this 30th day of December 2005 between the Local Agency of City of Kent Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the"CONSULTANT' WITNESSETH THAT WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT, and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows DOT Form 140-089 EF Page 1 of 8 Revised 12199 All reports, PS&E materials, and other data,furnished GENERAL DESCRIPTION OF WORK to the CONSULTANT by the AGENCY shall be returned All designs,drawings,specifications, The work under this AGREEMENT shall consist of documents, and other work products prepared by the the above described work and services as herein CONSULTANT prior to completion or termination of defined and necessary to accomplish the completed this AGREEMENT are instruments of service for this work for this PROJECT The CONSULTANT shall PROJECT and are property of the AGENCY Reuse furnish all services, labor and related equipment by the AGENCY or by others acting through or on necessary to conduct and complete the work as behalf of the AGENCY of any such instruments of designated elsewhere in this AGREEMENT service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the II CONSULTANT SCOPE OF WORK IV The Scope of Work and protect level of effort for this TIME FOR BEGINNING AND COMPLETION protect is detailed in Exhibit"B"attached hereto, and by this reference made a part of this AGREEMENT The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in III writing by the AGENCY All work under this GENERAL REQUIREMENTS AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under All aspects of coordination of the work of this completion date AGREEMENT,with outside agencies,groups or individuals shall receive advance approval by the The established completion time shall not be extended AGENCY Necessary contacts and meetings with because of any delays attributable to the CONSULT- agencies,groups or individuals shall be coordinated ANT, but may be extended by the AGENCY, in the through the AGENCY event of a delay attributable to the AGENCY,or because of unavoidable delays caused by an act of The CONSULTANT shall attend coordination, GOD or governmental actions or other conditions progress and presentation meetings with the beyond the control of the CONSULTANT A prior AGENCY or such Federal, Community, State, City supplemental agreement issued by the AGENCY is or County officials,groups or individuals as may be required to extend the established completion time requested by the AGENCY The AGENCY will provide the CONSULTANT sufficient notice prior V to meetings requiring CONSULTANT participation. PAYMENT The minimum number of hours or days notice— required shall be agreed to between the AGENCY The CONSULTANT shall be paid by the AGENCY and the CONSULTANT and shown in Exhibit"B„ for completed work and services rendered under this attached hereto and made part of this AGREEMENT AGREEMENT as provided in Exhibit"C"attached The CONSULTANT shall prepare a monthly hereto, and by this reference made part of this progress report, in a form approved by the AGENCY, AGREEMENT Such payment shall be full compen- that will outline in written and graphical form the sation for work performed or services rendered and f various phases and the order of performance of the or all labor, materials, supplies, equipment, and work in sufficient detail so that the progress of the incidentals necessary to complete the work work can easily be evaluated Goals for Disadvan- specified in Section II, "Scope of Work" The taged Business Enterprises (DBE)and Women CONSULTANT shall conform with all applicable Owned Business Enterprises(WBE)if required shall portions of 48 CFR 31 be shown in the heading of this AGREEMENT Page 2of8 VI employees of the CONSULTANT only and not of the SUBCONTRACTING AGENCY, and any and all claims that may or might The AGENCY permits subcontracts for those items arise under any Workmen's compensation Act on of work as shown in Exhibit G to this Agreement behalf of said employees or other persons while so engaged, and any and all claims made by a third party Compensation for this subconsultant work shall be as a consequence of any act or omission on the part of based on the cost factors shown on Exhibit G, at- the CONSULTANT's employees or other persons tached hereto and by this reference made a part of this while so engaged on any of the work or services AGREEMENT. provided to be rendered herein,shall be the sole The work of the subconsultant shall not exceed its obligation and responsibility of the CONSULTANT maximum amount payable unless a prior written The CONSULTANT shall not engage,on a full or approval has been issued by the AGENCY part time basis,or other basis, during the period of the All reimbursable direct labor,overhead, direct non- contract, any professional or technical personnel who salary costs and fixed fee costs for the subconsultant are,or have been, at any time during the period of the shall be substantiated in the same manner as outlined contract, in the employ of the United States Depart- in Section V All subcontracts exceeding $10,000 in ment of Transportation, the STATE, or the cost shall contain all applicable provisions of this AGENCY,except regularly retired employees, AGREEMENT without written consent of the public employer of such person The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT VIII without prior written permission of the AGENCY No NONDISCRIMINATION permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any The CONSULTANT agrees not to discriminate other relationship against any client, employee or applicant for employ- ment or for services because of race, creed,color, VII national origin, marital status, sex, age or handicap EMPLOYMENT except for a bona fide occupational qualification with regard to, but not limited to the following employ- The CONSULTANT warrants that he/she has not ment upgrading, demotion or transfer, recruitment or employed or retained any company or person,other any recruitment advertising, a layoff or terminations, than a bona fide employee working solely for the rates of pay or other forms of compensation, selection CONSULTANT, to solicit or secure this contract, and for training, rendition of services The CONSULT- that it has not paid or agreed to pay any company or ANT understands and agrees that if it violates this person,other than a bona fide employee working provision,this AGREEMENT may be terminated by solely for the CONSULTANT, any fee,commission, the AGENCY and further that the CONSULTANT percentage, brokerage fee, gift, or any other consider- shall be barred from performing any services for the ation, contingent upon or resulting from the award or AGENCY now or in the future unless a showing is making of this contract For breach or violation of this made satisfactory to the AGENCY that discrimina- warrant,the AGENCY shall have the right to annul tory practices have terminated and that recurrence of this AGREEMENT without liability, or in its discre- such action is unlikely tion,to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of During the performance of this AGREEMENT,the such fee, commission, percentage, brokerage fee, gift, CONSULTANT,for itself, its assignees and or contingent fee successors in interest agrees as follows Any and all employees of the CONSULTANT or A COMPLIANCE WITH REGULATIONS The other persons while engaged in the performance of CONSULTANT shall comply with the Regula- any work or services required of the CONSULTANT tions relative to nondiscrimination in the same under this AGREEMENT, shall be considered manner as in Federal-assisted programs of the Page 3 of 8 Department of Transportation,Title 49, Code of save possession of another who fails or refuses to Federal Regulations, Part 21, as they may be furnish this information the CONSULTANT shall amended from time to time, (hereinafter referred so certify to the AGENCY,or the United States to as the Regulations),which are herein incorpo- Department of Transportation as appropriate, and rated by reference and made a part of this shall set forth what efforts it has made to obtain AGREEMENT The consultant shall comply the information with the American Disabilities Act of 1992,as E SANCTIONS FOR NONCOMPLIANCE In the amended event of the CONSULTANT's noncompliance B. NONDISCRIMINATION The CONSULTANT, with the nondiscrimination provisions of this with regard to the work performed by it during the AGREEMENT,the AGENCY shall impose AGREEMENT,shall not discriminate on the such sanctions as it or the Federal Highway grounds of race, creed, color, sex, age, marital Administration may determine to be appropriate, status, national origin or handicap except for a including, but not limited to bona fide occupational qualification in the selec- t Withholding of payments to the CONSULT- tion and retention of subconsultants, including ANT under the AGREEMENT until the procurements of materials and leases of equip- ment The CONSULTANT shall not participate CONSULTANT complies, and/or either directly or indirectly in the discrimination 2 Cancellation,termination or suspension of the prohibited by Section 21 5 of the Regulations, AGREEMENT, in whole or in part including employment practices when the contract covers a program set forth in Appendix It of the F INCORPORATION OF PROVISIONS The Regulations CONSULTANT shall include the provisions of paragraphs(A)through (G) in every subcontract, C SOLICITATIONS FOR SUBCONSULTANTS, including procurements of materials and leases of INCLUDING PROCUREMENTS OF MATERI- equipment, unless exempt by the Regulations or ALS AND EQUIPMENT In all solicitations directives issued pursuant thereto The CON- either by competitive bidding or negotiation made SULTANT shall take such action with respect to by the CONSULTANT for work to be performed any subconsultant or procurement as the under a subcontract, including procurements of AGENCY or the Federal Highway Administra- materials or leases of equipment, each potential tion may direct as a means of enforcing such subconsultant or supplier shall be notified by the provisions including sanctions for noncompli- CONSULTANT of the CONSULTANT's ance, provided, however,that, in the event a obligations under this AGREEMENT and the CONSULTANT becomes involved in, or is Regulations relative to nondiscrimination on the threatened with, litigation with a subconsultant or grounds of race,creed, color, sex, age, marital supplier as a result of such direction,the CON- status, national origin and handicap ULTANT may request the AGENCY to enter D. INFORMATION AND REPORTS The into such litigation to protect the interests of the CONSULTANT shall provide all information AGENCY, and in addition,the CONSULTANT and reports required by the Regulations,or may request the United States to enter into such directives issued pursuant thereto, and shall litigation to protect the interests of the United permit access to its books, records, accounts, States other sources of information, and its facilities as G UNFAIR EMPLOYMENT PRACTICES The may be determined by the AGENCY to be CONSULTANT shall comply with RCW pertinent to ascertain compliance with such 49 60 180 Regulations or directives Where any information required of the CONSULTANT is in the exclu- Page 4 of 8 IX In the event of the death of any member, partner or TERMINATION OF AGREEMENT officer of the CONSULTANT or any of its supervi- The right is reserved by the AGENCY to terminate sory personnel assigned to the protect,or, dissolution this AGREEMENT at any time upon ten days written of the partnership,termination of the corporation,or notice to the CONSULTANT disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby In the event this AGREEMENT is terminated by the agree to complete the work under the terms of this AGENCY other than for default on the part of the AGREEMENT, if requested to do so by the CONSULTANT, a final payment shall be made to the AGENCY The subsection shall not be a bar to CONSULTANT as shown in Exhibit F for the type of renegotiation of the AGREEMENT between the AGREEMENT used surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses No payment shall be made for any work completed after ten days following receipt by the CONSULT- In the event of the death of any of the parties listed in ANT of the Notice to terminate If the accumulated the previous paragraph, should the surviving members payment made to the CONSULTANT prior to Notice of the CONSULTANT,with the AGENCY's concur- of Termination exceeds the total amount that would rence, desire to terminate this AGREEMENT, be due computed as set forth herein above,then no payment shall be made as set forth in the second final payment shall be due and the CONSULTANT paragraph of this section shall immediately reimburse the AGENCY for any excess paid Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any If the services of the CONSULTANT are terminated remedies of any type it may have against the CON- by the AGENCY for default on the part of the CON- SULTANT for any breach of this AGREEMENT by SULTANT,the above formula for payment shall not the CONSULTANT,or for failure of the CONSULT- apply In such an event,the amount to be paid shall be ANT to perform work required of it by the determined by the AGENCY with consideration AGENCY Forbearance of any rights under the given to the actual costs incurred by the CONSULT- AGREEMENT will not constitute waiver of entitle- ANT in performing the work to the date of ment to exercise those rights with respect to any termination,the amount of work originally required future act or omission by the CONSULTANT which was satisfactorily completed to date of termina- tion,whether that work is in a form or a type which is CHANGES OF WORK usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm The CONSULTANT shall make such changes and to complete the work required and the time which revisions in the complete work of this AGREEMENT maybe required to do so, and other factors which as necessary to correct errors appearing therein,when affect the value to the AGENCY of the work per- required to do so by the AGENCY, without additional formed at the time of termination Under no compensation thereof Should the AGENCY find it circumstances shall payment made under this subsec- desirable for its own purposes to have previously tion exceed the amount which would have been made satisfactorily completed work or parts thereof using the formula set forth in the previous paragraph changed or revised,the CONSULTANT shall make If it is determined for any reason that the CONSULT- such revisions as directed by the AGENCY This ANT was not in default or that the CONSULTANT's work shall be considered as Extra Work and will be failure to perform is without it or it's employee's fault paid for as herein provided under Section XIV 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. Page 5 of 8 XI that nothing herein shall require a CONSULTANT to DISPUTES indemnify the AGENCY and the STATE against and hold harmless the AGENCY and the STATE from Any dispute concerning questions of fact in connec- claims, demands or suits based solely upon the tion with the work not disposed of by AGREEMENT conduct of the AGENCY and the STATE,their between the CONSULTANT and the AGENCY shall agents,officers and employees and provided further be referred for determination to the Director of Public that if the claims or scats are caused by or result from Works or AGENCY Engineer,whose decision in the the concurrent negligence of(a)the matter shall be final and binding on the parties of this CONSULTANT's agents or employees and (b)the AGREEMENT, provided however,that if an action is AGENCY and the STATE,their agents,officers and brought challenging the Director of Public Works or employees,this indemnity provision with respect to AGENCY Engineer's decision, that decision shall be (1)claims or suits based upon such negligence, (2)the subject to de novo judicial review costs to the AGENCY and the STATE of defending XII such claims and suits, etc shall be valid and enforce- VENUE, APPLICABLE LAW AND able only to the extent of the CONSULTANT's PERSONAL JURISDICTION negligence or the negligence of the CONSULTANT's agents or employees In the event that either party deems it necessary to institute legal action or proceedings to enforce any The CONSULTANT's relation to the AGENCY shall right or obligation under this AGREEMENT, the be at all times as an independent contractor parties hereto agree that any such action shall be The CONSULTANT specifically assumes potential initiated in the Superior court of the State of Washing- liability for actions brought by the CONSULTANT's ton,situated in the county the AGENCY is located in own employees against the AGENCY and, solely for The parties hereto agree that all questions shall be the purpose of this indemnification and defense,the resolved by application of Washington law and that CONSULTANT specifically waives any immunity the parties to such action shall have the right of appeal under the state industrial insurance law,Title 51 from such decisions of the Superior court in accor- RCW The CONSULTANT recognizes that this dance with the laws of the State of Washington The waiver was specifically entered into pursuant to the CONSULTANT hereby consents to the personal provisions of RCW 4 24 115 and was the subject of jurisdiction of the Superior court of the State of mutual negotiation Washington, situated in the county in which the AGENCY is located in. Unless otherwise specified in the AGREEMENT,the AGENCY shall be responsible for administration of XIII construction contracts, if any, on the project Subject LEGAL RELATIONS AND INSURANCE to the processing of an acceptable, supplemental The CONSULTANT shall comply with all Federal, agreement,the CONSULTANT shall provide on-call State, and local laws and ordinances applicable to the assistance to the AGENCY during contract admmis- work to be done under this AGREEMENT This tration By providing such assistance, the AGREEMENT shall be interpreted and construed in CONSULTANT shall assume no responsibility for accord with the laws of Washington proper construction techniques,job site safety, or any construction contractor's failure to perform its work The CONSULTANT shall indemnify and hold the in accordance with the contract documents AGENCY and the STATE,and their officers and employees harmless from and shall process and The CONSULTANT shall obtain and keep in force defend at its own expense all claims, demands,or during the terms of the AGREEMENT,or as other- suits at law or equity arising in whole or in part from wise required,the following insurance with the CONSULTANT's negligence or breach of any of companies or through sources approved by the State its obligations under this AGREEMENT, provided Insurance Commissioner pursuant to RCW 48 Page 6 of 8 XIv Insurance Coverage EXTRA WORK A Worker's compensation and employer's liability A The AGENCY may at any time, by written order, insurance as required by the STATE. make changes within the general scope of the AGREEMENT in the services to be performed B General commercial liability insurance in an amount not less than a single limit of one million B. If any such change causes an increase or decrease and 001100 Dollars($1,000,000 00)for bodily in the estimated cost of, or the time required for, injury, including death and property damage performance of any part of the work under this per occurrence AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and Excepting the Worker's Compensation insurance and conditions of the AGREEMENT,the AGENCY any professional liability insurance secured by the shall make an equitable adjustment in the CONSULTANT,the AGENCY will be named on all (1)maximum amount payable, (2)delivery or certificates of insurance as an additional insured The completion schedule, or both, and (3)other CONSULTANT shall furnish the AGENCY with affected terms and shall modify the AGREE- verification of insurance and endorsements required MENT accordingly by this AGREEMENT The AGENCY reserves the right to require complete, certified copies of all C The CONSULTANT must submit its"request required insurance policies at any time. for equitable adjustment"(hereafter referred to as claim)under this clause within 30 days from All insurance shall be obtained from an insurance the date of receipt of the written order However, company authorized to do business in the State of if the AGENCY decides that the facts justify it, Washington The CONSULTANT shall submit a the AGENCY may receive and act upon a claim verification of insurance as outlined above within submitted before final payment of the 14 days of the execution of this AGREEMENT to AGREEMENT the AGENCY D Failure to agree to any adjustment shall be a No cancellation of the foregoing policies shall be dispute under the Disputes clause However effective without thirty(30)days prior notice to nothing in this clause shall excuse the CON- the AGENCY SULTANT from proceeding with the The CONSULTANT's professional liability to the AGREEMENT as changed AGENCY shall be limited to the amount payable E. Notwithstanding the terms and condition of under this AGREEMENT or one million dollars, paragraphs (a)and (b)above,the maximum whichever is the greater unless modified by amount payable for this AGREEMENT,shall Exhibit H In no case shall the CONSULTANT's not be increased or considered to be increased professional liability to third parties be limited in except by specific written supplement to this any way AGREEMENT The AGENCY will pay no progress payments Xt/ under Section V until the CONSULTANT has fully ENDORSEMENT OF PLANS complied with this section This remedy is not exclu- sive,and the AGENCY and the STATE may take The CONSULTANT shall place his endorsement on such other action as is available to them under other all plans, estimates or any other engineering data provisions of this AGREEMENT, or otherwise in law furnished by him Page 7 of 8 XVI XVIII FEDERAL AND STATE REVIEW COMPLETE AGREEMENT The Federal Highway Administration and the This document and referenced attachments contains Washington State Department of Transportation all covenants, stipulations and provisions agreed upon shall have the right to participate in the review or by the parties No agent,or representative of either examination of the work in progress. party has authority to make, and the parties shall not be bound by or be liable for, any statement, represen- XVII tation, promise or agreement not set forth herein No CERTIFICATION OF THE CONSULTANT changes, amendments, or modifications of the terms AND THE AGENCY hereof shall be valid unless reduced to writing and Attached hereto as Exhibit"A-1",are the signed by the parties as an amendment to this Certifications of the Consultant and the Agency, AGREEMENT Exhibit"A-2"Certification regarding debarment, XIX suspension and other responsibility matters-primary EXECUTION AND ACCEPTANCE covered transactions, Exhibit"A-3" Certification regarding the restrictions of the use of Federal funds This AGREEMENT may be simultaneously executed for lobbying,and Exhibit"A-4" Certificate of Current in several counterparts, each of which shall be Cost or Pricing Data Exhibits"A-3"and"A-4"are deemed to be an original having identical legal effect only required in Agreements over$100,000 The CONSULTANT does hereby ratify and adopt all statements, representations,warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by the CONSULT- ANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written By By 4 / Consultant Geomatrix Consultants, Inc. Age rty of Kent Page 8 of 8 Client#•149 A jORD. CERTIFICATE OF LIABILITY INSURANCE D1/17106 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey,Renton &Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 12675 HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Oakland,CA 946D4-2675 51O 465-3090 Ted Kiyama INSURERS AFFORDING COVERAGE INSURED INSURERA. Greenwich Insurance Company Geomatrix Consultants,Inc. INSURERS Fireman's Fund Insurance Co. --_ -2101 Webster Street,-12th-Floor INSURER C Oakland,CA 94612 wsuRER❑ INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCLMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN !S SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY NUMBER POLICY MMOO NE PDATTE CY MNIODT/YV01N LIMITS TR A GENERAL LIABILITY GEC000340605 07/01/05 07/01/D6 EACH OCCURRENCE S1 000000 X COMM,ERCIAL GENERAL LIABILITY FIRE DAMAGE(Any One fire) S1 O0D000 CLAIMS MADE F OCCUR LIED EXP Any Dne person $5,000 X Contractual PERSONAL&ADV INJ:/RY 31,000,000 X CG2417 RR Cont. GENERAL AGGREGATE 12 0O0,000 GEN'L AGGREGATE LIM ITAPPLIES PER PRODUCTS -COMPIOPACG $2 OOD,000 POLICY X PRO.JECT X LOC A AUTOMOBILE LIABILITY AEC000340705 07101/05 07/01/06 COMBINED SINGLE LIMIT i ANY AUTO (Ea accdent) s100O,000 ALL OWNED AUTOSBODILY INJURY $ SCHEDULED AUTOS per person) X HIREDAUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) S PROPERTY DAMAGE $ (Par accident) GARAGE LIABILITY AUTO ONLY•EA ACCIDENT $ ANY AUTO OTHERTHAN EA ACC $ AUTO ONLY AGG S , EXCESS LIABILITY " EACH OCCURRENCE $ OCCUR CLAIMSMACE AGGREGATE $ $ DEDUCTIBLE S RETENTION S $ B WORKERS COMPENSATION AND WZP80931916 07/01105 07/01106 X WCSTA U- OTH- EMPLOYERS LIABILITY EL EACH ACCIDENT $1 000,000 E L DISEASE•EA EMPL OYEEI$1 000,000 E.L DISEASE•POLICY LIMIT 1$1 A00,000 A I OTHER Professional PEC000342404 07/01105 07/01106 $5,000,000 per Claim Contractors $5,000,000 Annl Aggr. Pollution Llab. DESCRIPTION OF OPERATIONSLLACATIONSAtMCLESMXC W SIONS ADDED BY ENDORSEMENWSPECIAL PROVISIONS GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL - SERVICES. - - — - - - - -- (SEATTLE) (See Attached Descriptions) I CERTIFICATE HOLDER ADDmONALINSURFD'INWRERLETTER: CANCELLATION SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Kent DATE THEREOF,THE ISSUING INSURER WIC TOMAIL'An DAYSWRITTEN Engineering Department NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHE LEFT Attn:Nancy Yoshitake 7d1119aetlG9111maxnBL 220 4th Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 2"(7197)1 of 2 CM130944 NMF 6 ACORD CORPORATION 1988 -.. Y• .. e{s . . - � .1�•'v"F'� �I� -�{ HOI r IrIT ,. REF:City of Kent Agreement Number LA 6632 and Federal Aid DEMO 1216(001) and GMX project number 1 D937(Goodman)Site Investigation to sample and analyze soil and groundwater along the 228th Street Corridor. s.228th Street Grade Separations,Soil Investigation at Rexam Beverage Can Company.— s.228th Street Grade Separation;Rexam site investigation which includes sampling and soil and groundwater analysis. The City of Kent,its officers,officials,employees,agents and volunteers are additional insureds to general&auto liability. Insurance is primary and non-contributing per policy form clauses. A Severabdity of Interest/Cross Liability Clause applies to General Liability. I I TV 'ir Y`�9• 'w+>r,• e�.av - .y q,. i a -9 .,�i 1 Y.'r. ., .7 Y eeu alFi E'a•".C." _- AMS 25.3(07197)2 of 2 #M130944 POLICY NUMBER: GEC000340605 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. AMENDMENT AGG_REGAT_E_LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART The General Aggregate Limit under LIMITS OF INSURANCE(SECTION 111)applies separately to each of your projects away from premises owned by or rented to you. a CG 26 03 1185 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 POLICY NUMBER GEC000340605 ISSUED TO. Geomatrix Consultants, Inc. INSURER Greenwich Insurance Company EFFECTIVE DATE.7/1/05-06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Location(s) Of Covered Operations The City of Kent, its officers,officials,employees, All operations of Geomatrix Consultants, Inc. agents and volunteers Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to This insurance does not apply to "bodily injury" or include as an additional insured the person(s) or 'property damage"occurring after: organrzatrori(s) shown in the Schedule, but only 1. All work, including materials, parts or equip- with respect to liability for"bodily injury", "property ment furnished in connection with such work, damage" or "personal and advertising injury" on the project (other than service, mamte- caused, in whole or in part, by Hance or repairs) to be performed by or on 1.--Your acts or omissions;or__ __.___._ —_ ___ -behalf of ihe_additional insureds _at the loca___ 2. The acts or omissions of those acting on your tion of the covered operations has been com- behalf, pleted, or in the performance of your ongoing operations for 2. That portion of "your work" out of which the the additional insured(s) at the location(s) desig- injury or damage arises has been put to its nated above intended use by any person or organization B. With respect to the insurance afforded to these other than another contractor or subcontractor engaged in performing operations for a additional insureds, the following additional exclu- principal as a part of the same project. stuns apply: CG 20 10 07 04 Copyright, ISO Properties, Inc,2004 Page 1 of 1 UNIFORM i ENDORSEMENT#A This endorsement, effective 12:01 a.m , 711105 forms a part of Policy No AEC 000340705 issued to Geomatrix Consultants, Inc by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following. Business Auto Coverage Form Garage Coverage Form Motor Carrier Coverage Form Truckers Coverage Form Business Auto Physical Damage Coverage Form I LIABILITY COVERAGE,WHO IS AN INSURED is changed to include as an"insured" any person or organization you are required in a written contract("the contract')to name as an insured (the Additional Insured), but only for"bodily injury"or"property damage"to which this insurance applies resulting from the acts or omissions of 1. You, while using a covered"auto." 1 2. Any other person,while using a covered"auto"with your permission ! The insurance provided by this endorsement shall-be subject to the following additional condrtrons 1 The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event, shall the policy Limits of Insurance be increased by the contract. i 2. All insuring agreements, exclusions,terms and conditions of the policy shall apply to the i coverage(s) provided to the Additional Insured, and such coverage shall not be enlarged or expanded by reason of the contract 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the Additional Insured(s) whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a-primary basis prior to loss - - - All other terms and conditions of this policy remain uWha ged. (Authonzed Representative) AUTO133(07l99) Consultant/Address/Telephone Supplemental Signature Geomatrix Consultants, Inc. Page for 600 University Street, Suite 1020 Standard Consultant Seattle, WA 98101 Agreement Contact. Kathleen Goodman Agreement Number Protect Title And Work Description LA 5632 S. 228th Street Grade Separation - - Federal Aid Number Site investigation to sample and analyze soil DEMO -1216 (001) and groundwater along the 228th Street Local Agency corridor. City of Kent THIS AGREEMENT, made and entered into this 30th day of December 2005 between the Local Agency of City of Kent Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the"CONSULTANT' In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written CONSULT A LOCAL AGENCY By By Consultant Geomatrix Consultants, Inc Agenc ity f Kent By By Consultant Agency By Agency By Agency DOT Form 140-089A EF Revised 4198 Exhibit A-1 Certification Of Consultant Project No LA 5632 , ) Local Agency City of Kent I hereby certify that I am amratnx� and duly authorized representative of the firm of Ge Consultants,Inc. whose address is i'lecio—ukiiV �� and that neither I nor the above firm I here represent ha . t (a) Employed or retained for a commission,percentage,brokerage, contingent fee or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this contract (b) Agreed, as an express or implied condition for obtaining this contract,to employ or to retain the services of any firm or person in connection with carrying out the contract (c) Paid, or agreed to pay,to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution donation or consideration of any kind for, or in connection with procuring or carrying out the contract, except as here expressly stated(if any) I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the board of Professional Registration I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration, U S Department of Transportation, in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws,both criminal and civil. !J zd o 6 Date Signature Certification of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Kent Washington and that the above consulting firm or their representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to (a) Employ or retain, or agree to employ or retain, any firm or person, or (b) Pay or agree to pay to any firm person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly stated(if any) I acknowledged that this certificate is to be available to the Federal Highway Administration,U.S. Department of Transportation, in connection with this contract involving participation of Federal aid highway funds and it subject to applicable State and Federal laws,both criminal and civil. C� p Date ignat re Exhibit A-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals (a) Are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency, (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction, violation of federal or state antitrust statues or commission of embezzlement,theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property, (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1 b of this certification, and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal Consultant(Firm) Geomatrix Consultants, Inc. (Date) (Signature)Presid or d Official of Consultant Exhibit A-4 Certificate of Current Cost or Pricing Data This is to verify that, to the best of my knowledge and belief, the cost or pricing data(as defined in section 15 401 of the Federal Acquisition Regulation(FAR) and required under FAR subsection 15 403-4) submitted, either actually or by specific identification in writing,to the contracting officer or to the contracting officer's representative in support of * are accurate, complete, and current as of -J;� C 3 A.Fd ** This certification includes the cost or pricing data supporting any advance agree cm nts and forward pricing rate agreements between the offeror and the Government that are part of the proposal Firm Geomatrix Consu ants, Inc. Name _ 1V�c 7 Title Ji c.2 ppGe� Date of Execution*** _ Zoo (, -- — * Identify the proposal,quotation,request for price ad3ustment, or other submission involved, giving the appropriate identifying number(e g , RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached *** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to Exhibit B-1 Scope of Work Project No. LA 5632 See_attached Documents To Be Furnished By The Consultant Ste-attached SCOPE OF WORK Exhibit B-1 Geomatrix has prepared this scope of services for a second phase of site investigation work along S. 228t Street at the BNSF railroad in Kent This additional investigation will augment the site sampling that was conducted previously on the Rexam site by Envision in 2003 and by Geomatnx in October 2005 Information gathered during this proposed investigation will further assess the nature and extent of contaminated soil and groundwater to assist the City of Kent in the future grade separation project along 228th Street As we understand the project, the work will involve the reconstruction and deepening of 228th Street Excavation for this phase will go to about 35 feet below current ground surface and require soil disposal and dewatenng because the groundwater table is present at about 10 feet bgs The objective of our first site investigation was to sample and analyze soil and groundwater on just the northern portion of the Rexam site that is in the path of the proposed grade separation project. The objective of our second site investigation will be to sample and analyze soil and groundwater along the 2281h Street corridor within the street, targeting areas near properties that are potential sources of contamination. This investigation will assess the nature and extent of possibly impacted soils and groundwater so that the information can be used in planning for future construction. SCOPE OF WORK We anticipate that soils and groundwater in the grade separation project area are impacted by releases from the nearby site operations, current and historical To better define the conditions, the scope of work for this project includes the following: A. Call the free One-Call locator service and a private locator service to plot locations of utilities. B. Provide traffic control plans for the dnlhng within the traveled way. C. Drill 6 push probe bonngs to a maximum depth of 40 feet. The number of deep borings may be limited by how many can be done in two 8-hour days D. Collect a maximum of 21 soil samples from the borings with three samples from each boring collected at 0-2 feet, 10 feet (approximate top of the water table) and 25 feet (or at the top of the clay unit) Three extra samples are budgeted for contingency, and would be used if odors or other signs of impacts are detected in the field. E. Screen the soil samples in the field with a Photoionization Detector(PID) to detect the potential presence of chlorinated solvents or gasoline. Analyze up to 12 samples for TPH-Diesel extended (diesel and oil), up to 12 samples for Volatile Organic Compounds (VOCs), and 6 samples for other constituents for disposal characteristics (total RCRA metals, TCLP metals, and hexavalent chromium and pH) Samples will be labeled with sample identification, date and time collected, and sampler's initials. Samples collected will be submitted to a subcontracted laboratory for analysis; chain-of-custody procedures will be followed per Geomatrix and general industry standards. F. Collect groundwater samples from all of the bonngs and analyze the groundwater for VOCs, TPH-Diesel extended, dissolved RCRA metals, and pH. Up to three of the groundwater samples will be analyzed for hexavalent chromium G. Meet with the City of Kent to discuss the findings, and the ramifications to construction costs/approach. H Prepare a comprehensive report to the City of Kent that includes the data from the Rexam phase of investigation DELIVERABLES--REPORT OF ANALYTICAL RESULTS AND REMEDIATION COST ESTIMATE Geomatrix will evaluate the data obtained in the investigation and prepare a report, including a preliminary volume estimate of impacted soil. Geomatrix will provide the City of Kent with a draft copy of the report for review prior to finalization A final copy of the report will be provided by mail. In a separate document, we will provide an estnnate of the costs of remediation for the contaminants of concern that are identified. In the event that contamination is found in the grade separation project area, Geomatnx will assist the City of Kent in developing bid specification sections for the handling and disposal of the contaminated soil and groundwater. SCHEDULE AND BUDGET We will initiate work on this project as soon as we are given notice to proceed. Field work is expected to require 1.5 to 2 days for drilling. The laboratory will require 1 to 2 weeks for the analytical results; a faster turnaround time might result in increased laboratory fees of 25 to 75% A draft report of the investigation will be issued within 10 working days of receiving all of the analytical data, although verbal results can be provided upon receipt of the data We anticipate that the entire schedule, including driller notice, field work, laboratory analysis, memo, bid specifications, and final report preparation will require 1 month A final report will be prepared within 3 days of receiving your comments on the draft report Our estimated budget for the environmental evaluation outlined is $23,603 based on time and materials as shown in the attached spreadsheet. We will invoice only for our actual expenses and number of hours expended on the project. We will not exceed the estimated budget without your prior authorization. C\Documents and Settings\nyoshitake\Local Settings\Temporary Internet Files\0LK3C\Phase III SOW 1 doe CITY OF KENT'S RESPONSIBILITIES We assume that the City will arrange site access with property owners prior to the utility locating and drilling activities Obtaining site access, and providing us a notice to proceed in a timely manner will help us meet the scheduling constraints The City will provide cross sections and topographic survey information. We very much appreciate the opportunity to provide you with our consulting services. Please call Kathleen Goodman at 206-342-1780 if you have any questions or require additional information. Sincerely, GEOMATRIX CONSULTANTS, INC. Kathleen Goodman, L G., L.Hg. Principal Hydrogeologist Attachment: Cost Estimate—Phase III C\Documents and Settings\nyoshitake\Local SettmgsWemporary intemet Files\OLK3C\Phase III SOW] doc Exhibit C-3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work The CONSULTANT shall conform with all applicable portions of 48 CFR 31. 1. Hourly Rates The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in EXhibitSD and E attached hereto and by this reference made part of this AGREEMENT The rates listed shall be applicable for the first 12-month period and shall be subject to negotiation for the following 12-month period upon request of the CONSULTANT or the AGENCY 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 CONSULTANT'S fixed hourly rates may include salary or overhead adjustments. 2 Direct Nonsalary Costs Direct nonsalary costs will be reimbursed at the actual cost to the CONSULTANT These charges may include, but are not limited to the following items travel,printing, long distance telephone, supplies, computer charges, and fees of subconsultants Air or tram travel will only be reimbursed to economy class levels unless otherwise approved by the AGENCY Automobile mileage for travel will be reimbursed as the current rate approved for AGENCY employees and shall be supported by the date and time of each trip with origin and designation of such trips. Subsistence and lodging expenses will be reimbursed at the same rate as for AGENCY employees The billing for nonsalary cost, directly identifiable with the PROJECT, shall be an itemized listing of the charges supported by the original bills, invoices, expense accounts, and miscellaneous supporting data retained by the CONSULTANT Copies of the original supporting documents shall be supplied to the AGENCY upon request All above charges must be necessary for the services provided under this AGREEMENT 3. Management Reserve Fund The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$50,000 or 10% 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 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 X11V, `Extra Work" No minimum amount payable is guaranteed under this AGREEMENT 5. Monthly Progress Payments Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly invoices shall be supported by detailed statements for hours expended at the rates established in Exhibits D and E, including names and classifications of all employees, and invoices for all direct nonsalary expenses To provide a means of verifying the invoiced salary costs for the consultant's employees, the agency may conduct employee interviews These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the project at the time of the interview 6. Inspection of Cost Records The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives of the AGENCY, STATE, and the United States, for a period of three years after final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with following exception if any litigation, claim, or audit is started before the three-year period, the records shall be retained until all litigation. claims, or audit findings involving the records have been resolved The three-year retention period begins when the CONSULTANT receives final payment 7. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E,plans, maps,notes, reports, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance Said final payment shall not, however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within ninety (90) days of notice of the overpayment Such refund shall not constitute a waiver by the CONSULTANT or any claims relating to the validity of a finding by the AGENCY of overpayment Exhibit D-2 Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule Discipline or Job Title Hourly Overhead Profit Rate Rate @ % @ % Per Hour See attached O b P rn Ci VI K NV' yr -+ N V3 69 O O C fA Vi t9 Ni �Vi V3 M 69 W ^ Vi V+ V+ W f.9 N .�" f. � Vi 6'1 Vf Vi t�1 O « 0 P n M e � F = � m u a n G Q 0 U 0 0 o w o E, w c E U m ti u A F � m c of w w w w w w ra w �vj w ss w s9 n s� n sv ,p ss � 6 O _ � = o y u vl N N N Vr NI N N N N n 1p vl N yr N V N ate. .� Vr .� d3 fA fA di N fA fA fA �•• N .-. .-. V3 M V3 .- Y3 Vl � t0 C Vr rA H Vf Fr9 � C V N Y W V ^ ° � E A r' 4 a a V n a n � < Q R = O F c R � S _ O O L e � 3 C 3 5 Q � e a C � > >< > C v 3 �9 v v � � m y �O ar � •- _ • ,-. -' o F o 4 0 n [z c.. VimU r=, < a OC i-. rs7 W wv� mmvr F- a � -tm F .] .n m' ri ri v r° (7 JC7 ,7 C7 Exhibit F Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project In addition, the CONSULTANT shall be paid for any authorized extra work completed Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT.