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AG 21-118 - RHITHRON ASSOCIATES, INC.RETURN TO: PW ADMIN EXT: 2700 ID #: 3935 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Surface Water Management 2. ORIGINATING STAFF PERSON: Kevin Du EXT: 2756 3. DATE REQ. >3v: 7/15/21 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER a. PROJECT NAME: Freshwater Benthic Taxonomy of Macroinvertebrate Samples 5. NAME OF CONTRACTOR: Rhithron Associates, Inc ADDRESS: 33 Fort Missoula Road, Missoula, Montana 59804 TELEPHONE: (406)721-1977 E-MAIL: ssullivanCa7rhithron.com FAX: (406) 721-2028 SIGNATURENAME: Sean Sullivan TITLE: Operations Officer 6. EXHIBITS AND ATTACHMENTS: ® SCOPE, WORK OR SERVICES ® COMPENSATION m INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / 7. TERM: COMMENCEMENT DATE: TBD COMPLETION DATE: December 31, 2026 8. TOTAL COMPENSATION: $ 35,730.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES O NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: [7 RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 401-3100-630-542-48-410 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED d PROJECT MANAGER KD 6/23121 d DIVISION MANAGER tlpl d DEPUTY DIRECTOR t 6 DIRECTOR DSwfor EJ711MI ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT KVA 7/8/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING -71, y I2-, : 1 I - 1Z� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC' D ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SEr NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT ZLAW DEPT f IONATORY (M&ySiS0R DIRECTOR) Lr CLERK ❑ ASSTGNECD AG # A ❑ SIGNED COPY RETURNED D SENT: COMMENTS: EXECUTE,, " ORIGINALS Not sure if sales tax apply for this PSA. The lab is based in Montana and is the only one that does this work as a part of Ecology water quality statewide reporting. Does it need to be taxed? 1/2020 CITY OF CITY HALL .141111�1Federal Wa 33325 8th Avenue South 4W Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR FRESHWATER BENTHIC TAXONOMY OF MACROINVERTEBRATE SAMPLES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Rhithron Associates, Inc., a Montana corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: RHITHRON ASSOCIATES, INC.: Wease Bollman, President 33 Fort Missoula Road Missoula, Montana 59804 (406) 721-1977 (telephone) (406) 721-2028 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Kevin Du, Water Quality Specialist 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2756 (telephone) (253) 835-2709 (facsimile) Kevin.duncityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2026 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 CITY OF CITY HALL Fe d e ra I Wa Sth Avenue South �FederA y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 4.2 Method of Pa ment. On an annual basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liabilky. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF CITY HALL Federal a 8t>, Avenue South Federal Way, WA 98003003-6325 (253) 835-7000 www cityoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 AssigLiment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South Federal Way, WA 98003-6325 0 T� (253) 835-7000 www cityoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to -the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 CITY OF CITY HALL 41 33325ed ra 1Na Feder 8th Avenue South Federal Way, WA 98003-6325 Federal (253) 835-7000 www cityoffederelway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: J' erre 1, Mayor Step an C urtney, CM , City Clerk DATE: % APPROVED AS TO FORM: ZX_ //—�, �, ---, - r _ . Ryan Call, City Attorn RHITHRON ASSOCIATES, INC.: LON Sean Sullivan, Operations Officer DATE: A-441 STATE OF MONTANA ) ) ss. COUNTY OF Ar Ssoul� On this day personally appeared before me Sean Sullivan, to me known to be the Operations Officer of Rhithron Associates, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 1 day of V U 2CP, Notary's signature Notary's printed name Re r, en "'IA Notary Public in and for the State of Montana. My commission expires20 Svn e 222? PROFESSIONAL SERVICES AGREEMENT �a•OkIll I RENNIE WINKELMAN ti�z :C�� NOTARY PUBLIC for the SEAL = State of Montana R=siding At Missoula, Montana yr� '• ••o MY Cc;,.. •;issi n Expires June 2U, 2023 R v. 3/2017 CITY OF ... Federal flay EXHIBIT A SERVICES The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www o1yoffederelway com Shipping Rhithron Associates, Inc. (Rhithron) will supply wide mouth jars suitable for sample collection to the City of Federal Way (City), and will ship these each year upon notification by the City project manager. In late summer or early fall, Rhithron will pick-up samples at the City of Federal Way facilities, and will provide transport of the samples to the Rhithron laboratory. Rhithron will consult with the project manager concerning chain of custody procedures: if desired, Rhithron will provide a standard chain of custody form to the project manager prior to sample pick-up. Rhithron will collect the form at the time of sample pick-up, and will sign and return the form after sample intact procedures at the Rhithron laboratory. From the time of sample pick-up, Rhithron assumes sole responsibility of custody, care, and integrity of the samples. Rhithron operates under an active safety program, which meets all applicable State, Federal, and local regulations for the safe handling and analyses of environmental samples, as well as for safe laboratory practices. Rhithron acknowledges that the potential health and safety hazards associated with City of Federal Way samples may not be known. Sample Processing Procedures and Quality Assurance Rhithron shall employ internal Quality Systems procedures designed to intensively evaluate and improve the performance and efficiency of our team. These quality systems procedures shall begin as soon as the samples are received and continue through all processing, analysis and reporting. Sample Handling and Management Upon arrival at the laboratory, Rhithron staff shall evaluate the condition of the samples, check them for leakage and breakage, and "top them off' with preservative, if necessary. An internal inventory will be compiled and compared with the sample submittal form or chain of custody form and any discrepancies are reported to the client immediately. Once discrepancies are resolved, the chain of custody document will be signed and provided to the project manager. Sample metadata will be uploaded to the Rhithron database and project paperwork is generated. Sample Processing, Sorting, and QA/QC for Sorting Efficiency Sample processing will be carried out using procedures consistent with historic City of Federal Way procedures, as described in the technical summary documents previously provided to the City by Rhithron. Annual monitoring samples which are composed of 3 Surber samples will be thoroughly combined into a single composite sample. For DOE required samples, kick samples will be collected from one square foot of surface area along 3 transects. These samples will be combined into one replicate. Three replicates will be collected per site for a total of 9 square feet of sampling area. All samples will be preserved in the field using a solution of 95% non -denatured ethanol. Gridded sorting trays (Caton trays) will be used for sorting, and random subsamples of at least 500 organisms that will be obtained. If a sample contains fewer than 500 organisms, the entire sample will be processed. Sorted organisms will be counted and preserved in ethanol for subsequent identification. After the required numbers of organisms are obtained, a Large/Rare scan will be conducted for a maximum of 15 minutes, on any unsorted sample remainder, and these organisms will be retained separately from the subsample. These organisms will be reported with a count of 1 in the submitted data, and will only be reported if they are unique and not present in the subsample. Quality assurance/Quality control procedures for sample sorting will involve the measurement of sorting efficiency, which is measured on 10% of samples. One Hundred percent (100%) of sorted substrate material will be re-examined by a second sorting technician. Technicians record sorting efficiency for each QC sample on sample benchsheets. QA/QC failures will be addressed immediately by technicians. Sorting efficiency QA/QC procedures are fully described in Rhithron's Quality Assurance Plan for macroinvertebrate samples, which is kept on file with Surface Water Management. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 CITY OF CITY HALL Federal Vila Feder Stn Avenue South �� Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederalway com Taxonomic resolution Organisms will be identified to taxonomic levels required by the City of Federal Way: either the WDOE resolution (http://www.ecy.wa.gov/biblio/1003109.html) with Oligochaetes, Hirudinea, and Acari identified to genus levels, or the standard B-IBI taxonomic resolution, with these taxa left at lower taxonomic resolution, will be used, according to the City of Federal Way instructions. Cost estimates for both types of analysis are provided in EXHIBIT B. Internal Taxonomic Quality Assurance The complete text of Rhithron's Quality Assurance Plan for macroinvertebrate taxonomy and data handling is kept on file with Surface Water Management. Rhithron shall use its standard operating procedure for taxonomic quality assurance which requires that 10% of the samples within a project are subject to a second identification by a taxonomist other than the original. All discrepancies will be addressed; if consensus on a particular determination cannot be reached, external verification is sought. Taxonomic similarity will integrate taxonomic composition and abundance into a single statistic. For this evaluation, Rhithron will typically utilize the Percent Taxonomic Disagreement (PTD) and Percent Difference in Enumeration (PDE) (Stribling et al. 2003) to describe the taxonomic and enumeration precision for samples. The target value for data similarity is 85% and quality assurance statistics will be provided to the City on a per -sample basis. In addition to exchanging specimens among the professional staff, Rhithron curates a comprehensive in-house reference collection, most of which has been externally verified by recognized taxonomic specialists. Rhithron will use the collection to compare difficult or unusual specimens with similar taxa collected from earlier studies. On Quality Assurance in Taxonomy Laboratories: Rhithron's Approach Rhithron's, standard Quality Assurance systems will be used to provide the highest quality data possible. These systems address all four performance characteristics identified by Stribling et al. (2003, 2008) as data quality trackers: accuracy, precision, bias, and completeness. To address the issue of accuracy, Rhithron will use the most current literature available and continually interact with other professionals to keep abreast of the latest developments in the industry. Rhithron's reference collection is extensive, and Rhithron will utilize professional relationships with other specialists in order to have specimens verified. Rhithron shall test the taxonomic precision by the most rigorous Quality Assurance procedures in current practice. The Operations Officer will oversee the application of protocols, track statistics, and institute corrective action, such as further training or refined procedures. In addition, QA will be performed concurrently with the projects, therefore, taxonomists will give and get instantaneous feedback on determinations. When consensus cannot be achieved, specimens will be sent to systematists for verification. Rhithron will address measuring precision by specialized verifications and differences in staff capabilities by advancing staff development with both internal and external training as well as by documenting taxonomic discrepancy meetings and discussions, which shall be provided to the City. Rhithron will address data completeness by indicating on bench sheets, as well as in Rhithron's database, reasons why taxonomic targets may not be met. Reasons include: damage to specimens, poor preservation, early instar or immaturity, and life stage. These specimens will be included in the calculation of compositional metrics or tolerance indices, but will not be included in calculations of richness metrics unless their uniqueness from other specimens is confidently ascertained. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY OF CITY HALL - � Federal � 33325 8th Avenue South t- f Y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederaiway com Equipment to be used for City of Federal Way sample processing and analysis: Optics • 8 Leica S8A Apochromatic Stereomicroscopes: used for identification of invertebrates. • 10 Leica S6E Apochromatic Stereomicroscopes: used for sorting of benthic and drift samples. • 2 Leica DM2500 compound microscopes with Nomarski (DIC) contrast and darkfield capabilities, with diamond scribes and magnification to 1000X: used for diatom identification, and infrequently, for oligochaetes and chironomids. • Olympus BX51 Apochromatic Compound Microscope with Hoffman Modulation Contrast. Used for identification of slide -mounted oligochaetes and chironomids. • 4 Leica DM1000 light microscopes: used for identification of oligochaetes and chironomids and for examination of other slide -mounted material. • 3 Leica 2x objective, WD 35mm (doublers): used to increase magnification of apochromatic stereomicroscopes. • 2 Leica DFC420 R2 Digital Cameras. Mounted on the DM2500 microscopes, these are used for photography of algal and invertebrate specimens. • 1 Insight 4 Color Digital Camera with Spot Imaging Software. Mounted on the Olympus compound microscope, this camera is used for photographing oligochaete, chironomid, and other invertebrate specimens. • Olympus DP 11 Digital Camera. Mounted on a Leica S8 APO stereomicroscope, this camera is used for photographing invertebrates. • Optical and Stage Micrometers for macroinvertebrate morphometry. • 10 Dolan-Jenner dual fiberoptic illuminators. Used along with the Leica apochromatic stereomicroscopes for invertebrate identifications, and for preparing slide -mounts of oligochaetes and chironomids. • 7 Dolan-Jenner single fiberoptic illuminators. Used for sorting benthic and drift invertebrate samples. Specialized sample processing equipment • 12 Caton subsampling trays • Soil sieves of various sizes • Tally counters • Elutriation equipment • Fume hood • Desiccation oven • Centrifuge Data Reporting Taxonomic information will be entered into an electronic data entry interface by the taxonomists at the time of identification, and uploaded to Rhithron's customized database for macroinvertebrate data. Rhithron will provide uploads to the Puget Sound Stream Benthos (PSSB) website. Rhithron data technicians will maintain secure login identifiers that allow them access to the website. Rhithron will utilize the tools provided by the data management system for tabulating the samples and the taxonomic data. Rhithron will also update the PSSB master taxa list, including provision of IT IS taxonomic serial numbers and taxon attributes and characteristics. Rhithron will coordinate with the King County Department of Natural Resource staff that maintain the PSSB to act as a "Project Steward" for the City's data; allowing for the upload of sample metadata and the release of the City's data on the PSSB interface. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 CITY OF CITY HALL Fe �! a ra [ Vlla 8th Avenue South Feder Y Federal Way, WA 98003-6325 (253)$35-7000 www cilyoifederalway com Data delivery Rhithron's current macroinvertebrate sample analysis capacity exceeds 400 samples per month. Rhithron will deliver final data and QA/QC results to the City of Federal Way as soon as possible, and not later than 180 days after receipt of samples for any particular year. Deliverables Deliverables for City of Federal Way macroinvertebrate projects will include formatted data to client specifications delivered to the City project manager, including upload to PSSB and a summary document which contains all methods and QA/QC statistics. B-IBI metric and scoring calculations are a product of the PSSB database application. Proposed Project Schedule • Early summer: Shipment of sample jars • September: Sample pickup, inventory, chain of custody document exchange, metadata upload to the Rhithron database • October — January: Sample processing, sorting, identification, QA/QC systems and analysis, data compilation, data upload to PSSB website, data and QA/QC statistics reporting to City of Federal Way PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 3/2017 CITY OF CITY HALL Federal Wa Feder Stl,Avenue South on Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty - Five Thousand Seven Hundred Thirty and 00/100 Dollars ($ 35,730.00). 2. Method of Payment: On an annual basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed. TOTAL COMPENSATION FOR FIVE (5) YEARS Includes shipping of sample jars, all procedures related to sample analysis and identification, Quality assurance/Quality Control procedures for sample sorting and taxonomy, data compilation and delivery, data upload to the PSSB website, preparation and delivery of the technical summary document. TOTAL COMPENSATION FOR FIVE SAMPLE YEARS (2022/2023/2024/2025/2026) Estimated Analytical Method Cost Per Number of Total Cost Sample Samples Analyzed Sample analysis using standard B-IBI taxonomic resolution (8 sites/ year for 5 years) (Three replicates per site, each submitted as an individual sample. Each $255.00 120 $30,600.00 replicate will be comprised of three 1-square foot filed Surber samples to be com osited into one site sample in the field, for laboratory analysis) Sample analysis using WDOE taxonomic resolution (3 sites per year for 2 years) (three replicates per site, each comprised of three 1-square foot field Surber $285.00 18 $5,130.00 samples. The total nine square foot field sample will be composited into one site sample for laboratory analysis) TOTAL FIVE YEAR COMPENSATION (2022/2023/2024/2025/2026) $35,730.00 PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 3/2017 a STATE OF WASHINGTON Corporation RHITHRON ASSOCIATES, INC. 33 FORT MISSOULA MISSOULA, MT 59804-7203 TAX REGISTRATION - ACTIVE CITY ENDORSEMENTS: BUSINESS LICENSE Issue Date: Mar 19, 2021 Unified Business ID #: 602608794 Business ID #: 001 Location: 0002 BELLINGHAM GENERAL BUSINESS #054412 - ACTIVE BAINBRIDGE ISLAND GENERAL BUSINESS - NON-RESIDENT #43535 - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT #99-106737-00-BL - ACTIVE REGISTERED TRADE NAMES: RHITHRON ASSOCIATES, INC. 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PRODUf,TS- GOAEPIOP 2'000,000 $ OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT If0Az%11JAnQ $ 1,000,000 BODILY INJURY Perperson) $ ` ANY AUTO IBAA57374325 10/4/2020 10/4/2021 BODILY INJURY Per accident) $ _ ` OWNED SCHEDULED AUTOS ONLY AUTOS X AUTOS ONLY LA�U�NNLY PROPERTY DAMAGE— B X UMBRELLA LIAB X OCCUR QQH OCC RREN E 4,000,000 AGGREGATE 41000,000 EXCESS LIAB CLAIMS -MADE IUS057374325 10/4/2020 10/4/2021 DED ' X I RETENTION $ 10,000 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANFY�{�PPROPRIIETOR/PARTNER/EXECUTIVE YIN WIandaRIM in NH) EXCLUDED? Y N I A 031451198 1/1/2021 11112022 X PER OTH- TATER E.L. EACHACCtDENT EL DISEASE-EAEMPLOY $ 1,000,000 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 p Professional Liab IPKC110114 8110/2020 8/10/2021 Each/Aggregate 21000;000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ""Workers' Compensation— Wease Bollman, President - Excluded City of Federal Way listed as General Liability Additional Insured perform CG8810 City of Federal Way 33325 8th Ave S Federal Way, WA 98063-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED � �REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Sara Gilchrist From: Wease Bollman <wbollman@rhithron.com> Sent: Friday, July 23, 2021 9:13 AM To: Sara Gilchrist; Sean Sullivan Subject: Signature authorization [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hi Sara, Sean Sullivan is authorized to sign contract documents on behalf of myself and Rhithron Associates, Inc. wb Wease Bollman Rhithron Associates, Inc. Rhithron Associate , Inc. nwaly as.we0 services ii, lreshwalu t amn omy: 1991 Support Staff Wease Bollman President Wease is responsible for overall organizational management, reports and writing, scientific research and development TJ Durrant Data Specialist TJ is responsible for the production and quality oversight of data deliverables for clients as well as maintenance and enhancements to the laboratory information management systems and other technological tools TJ is a certified hazardous -materials shipper. Chuck Hile Technical Department Supervisor Chuck supervises Rhithron's Technical Department, and is responsible for the quality and quantity of sample processing being produced by the Technical Department He develops departmental protocols and operating procedures Rennie Winkelman Receiving Rennie is responsible for shipment intake, metadata quality and upload, and data deliverable production She provides initial organization for projects and prepares them for processing. Rennie also maintains project archives and tracks project materials Dr Billie Kerans Aquatic Ecologist Dr. Billie Kerans is responsible for statistical and interpretational analysis of macroinvertebrate and pedphylon data, along with the development of assessment tools and research design Technical Department Rhithrons Technical Department provides qualityassured initial sample processing for macroinvertebrate samples. This team also prepares algal samples and conducts biomass analysis Technical Department personne include: At Pak Art Young Jim Wick Jennifer Foust Kale Michael Megan Schulz Fri, (405)721.2028 1/2