AG 22-095 - TOOLE DESIGN GROUP, LLCRETURN TO: PW ADMIN EXT: 2700 ID #: 4339
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Traffic
2. ORIGINATING STAFF PERSON: Jason Kennedy _ - EXT: 2744 3. DATE REQ. BY: 1 2/1 55/23
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
0 CONTRACT AMENDMENT (AG#): 22-0955 ❑ INTERLOCAL
0 OTHER Amendment 1
4. PROJECT NAME: SW King County Regional Trail Plan
5. NAME OF CONTRACTOR: Toole Design Group, LLC
ADDRESS: 8484 Georgia Ave. Suite 800, Silver Sarina, MD 20910 TELEPHONE: 206.297.1601 x304
E-MAIL: klohse tooled si n.eo FAX: 301.927.2800
SIGNATURE NAME: Kristen LohSe TITLE: project Manager
6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES m PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # BL, EXP. 12/31/ UBI # 602611046 , EXP.
7. TERM: COMMENCEMENT DATE: 9/9/2022 COMPLETION DATE: 6/30/2024
8. TOTAL COMPENSATION: $ No change . (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: S
IS SALES TAX OWED: ❑ YES G3 NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: o RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
O PURCHASING: PLEASE CHARGE TO: IN
9. DOCUMENT / CONTRACT REVIEW INITIAL I DATE REVIEWED INITIAL / DATE APPROVED
11 PROJECT MANAGER JFK 11/21/2023
iS DIVISION MANAGER RAP/OS Dec 2023
6 DEPUTY DIRECTOR DSW 12/15/23
d DIRECTOR =
❑ RISK MANAGEMENT (IF APPLICABLE)
S LAW DEPT TMW 12/18/23
10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT SIGNATURE ROUTING
❑ 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 SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE SIGNED
❑ FINANCE DEPARTMENT
❑ LA DEPT
IGNATORY (MAYOR OR DIRECTOR) 17Y7 PnSA
YLC1TY CLERK �'.
❑ ASSIGNED AG # AG# -
❑ SIGNED COPY RETURNED DATE SENT: L
COMMENTS:
EXECUTE" " ORIGINALS
MONO
CWashington State
P Department of Transportation
Supplemental Agreement
Number 1
Original Agreement Number
LA 101102
Project Number
STPUL 0443(011)
Project Title
SW King County Regional Trail Plan
Organization and Address
Toole Design Group, LLC
8484 Georgia Ave, Ste 800, Silver Spring, MD 20910
Phone:
Execution Date Completion Date
9/6/2022 6/30/2024
New Maximum Amount Payable
No Change
Description of Work
Federal Way (COF) currently lacks comprehensive multi -modal connectivity within and beyond the city
boundaries. The Tacoma Dome Link Extension and anticipated growth in the area make multi -modal
connections to and from COF critical. City of Federal Way was awarded funding through PSRC to conduct a,
planning level study to expand the trail network in SW King County. The Plan is intended to identify gaps,
address needs, and develop concept designs for priority corridors.
The Local Agency of Ci1y of Federal Way
desires to supplement the agreement entered in to with Toole Design Group, LLC
and executed on 9/6/2022 and identified as Agreement No. LA 10 1102
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
Section 1, SCOPE OF WORK, is hereby changed to read:
No Change
11
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days
for completion of the work to read: 9/6/2022 - 6/30/2024
III
Section V, PAYMENT, shall be amended as follows
No Change
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate
spaces below and return to this office for final action.
By:RJ ri ge
Consultant Signature
v
By: Noe �2Yr�\4 i h . �►� or
DOT Form 140-063
Revised 09/2005
2. FINAL DRAFT - 140-063_SW King Couty
Regional Trail Plan_STPUL 0443(011) (002)
Final Audit Report 2023-12-21
Created: 2023-12-21
By: Emmy IQint (eklint@tooledesign.com)
Status: Signed
Transaction ID: CBJCHBCAABAAmcgULXGBTaIHmf4hij2lOTZBgozON207
"2. FINAL DRAFT - 140-063_SW King Couty Regional Trail Plan
_STPUL 0443(011) (002)" History
Document created by Emmy Klint (eklint@tooledesign.com)
2023-12-21 - 7:17:50 PM GMT
Document emailed to RJ Eldridge (reldridge@tooledesign.com) for signature
2023-12-21 - 7:18:56 PM GMT
i Document e-signed by RJ Eldridge (reldridge@tooledesign.com)
E-signature obtained using URL retrieved through the Adobe Acrobat Sign API
Signature Date: 2023-12-21 - 8:27:23 PM GMT - Time Source: server
Agreement completed.
2023-12-21 - 8:27:23 PM GMT
10 Adobe Acrobat Sign
12/20/23, 2:37 PM Corporations and Charities System
BUSINESS INFORMATION
Business Name:
TOOLE DESIGN GROUP, LLC
UBI Number:
602 611 046
Business Type:
FOREIGN LIMITED LIABILITY COMPANY
Business Status:
ACTIVE
Principal Office Street Address:
8484 GEORGIA AVE STE 800, SILVER SPRING, MD, 20910-5609, UNITED STATES
Principal Office Mailing Address:
8484 GEORGIA AVE STE 800, SILVER SPRING, MD, 20910-5609, UNITED STATES
Expiration Date:
05/31/2024
Jurisdiction:
UNITED STATES, MARYLAND
Formation/ Registration Date:
05/05/2006
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES, DESIGNING, PLANNING AND
ENGINEERING OF MULTIMODAL TRANSPORTATION FOCUSING ON BICYCLE AND
PEDESTRIAN TRANSPORTATION SYSTEMS.
REGISTERED AGENT INFORMATION
Registered Agent Name:
REGISTERED AGENTS INC.
Street Address:
100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES
Mailing Address:
100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES
GOVERNORS
Title
Governors Type
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
Entity Name First Name
Last Name
JENNIFER
TOOLE
NICK
JACKSON
RJ -
ELDRIDGE
WILLIAM
SCHULTHEISS
ERNIE
BOUGHMAN
hftps://ccfs.sos.wa.qov/#/BusinessSearch/Businesslnformation 1/2
12/20/23, 2:37 PM
Title
GOVERNOR
GOVERNOR
GOVERNOR
GOVERNOR
Governors Type
INDIVIDUAL
INDIVIDUAL
INDIVIDUAL
INDIVIDUAL
Corporations and Charities System
Entity Name First Name
CIARA
JESSICA
ALIA
JASON
Last Name
SCHLICHTING
FIELDS
ANDERSON
DEGRAY
httos://ccfs.sos.wa.qov/#/BusinessSearch/Businessinformation 2/2
RETURN TO: PW ADMIN EXT: 2700 ID #: 4144
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORK / Traffic
2. ORIGINATING STAFF PERSON: Jason Kennedy EXT: 2744 3. DATE REQ. BY: 8/25/22
3. TYPE OF DOCUMENT (CHECK ONE):
p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
0 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
4. PROJECT NAME: SW King County Regional Trap Plan
5. NAME OF CONTRACTOR: Toole Design Group, LLC
ADDRESS: 8484 Georgia Ave. Spite 800, Silver Spring, MID 20910 TELEPHONE:206.297.1601 x304
E-MAIL: klohse aWooiede ian,com FAx: 301.927.2800
SIGNATURE NAME: Kristen Lohse TITLE:Pro6ect Manager
6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # EXP. 12/31/_ UBI # 602611046 , EXP.
TE: G�
7. TERM: COMMENCEMENT DATBD - ` j ❑ '7'O Z.'L COMPLETION DATE: 12/31 /2023
8. TOTAL COMPENSATION: $ 249,910 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑ YES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
in PURCHASING: PLEASE CHARGE TO: P36237-25060
9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
8 PROJECT MANAGER JFK 8/17/2022
A DIVISION MANAGER RAP 22 Aug 2022
6 DEPUTY DIRECTOR DSW B/23/22
A DIRECTOR EJW 8/30/2023
❑ RISK MANAGEMENT (IF APPLICABLE)
A LAW DEPT KVA 8/30/2022
10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 9/1122 DATE REC' D: 9/8/22
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE SIGNED
❑ FINANCE DEPARTMENT
❑ LAW DEPT
6 SIGNATORY (MAYOR OR DIRECTOR) ��-
❑ CITY CLERK _ i- Z
❑ ASSIGNED AG # AG#""o9S
❑ SIGNED COPY RETURNED DATE SENT: q.
COMMENTS:
ExECUTC " 'ORIGINALS
to-U20
Local Agency A&E Professional Services
Cost Plus Fixed Fee Consultant Agreement
Agreement Number: LA 101102
Firm/Organization Legal Name (do not use dba's):
Toole Design Group, LLC
Address
Federal Aid Number
8484 Georgia Ave, Ste 800, Silver Spring, MD 20910
STPUL-0443(011)
UBI Number
Federal TIN or SSN Number
602611046
05-0545429
Execution Date
Completion Date
Gt o� Z.OZZ
12/31/2023
1099 Form Required Federal Participation
❑ Yes Q No ❑ Yes ❑ No
Project Title
SW King County Regional Trail Plan
Description of Work
Federal Way (COF) currently lacks comprehensive multi -modal connectivity within and beyond the city
boundaries. The Tacoma Dome Link Extension and anticipated growth in the area make multi -modal
connections to and from COF critical. City of Federal Way was awarded funding through PSRC to conduct a
planning level study to expand the trail network in SW King County. The Plan is intended to identify gaps,
address needs, and develop concept designs for priority corridors.
The SW King County Trails Plan project's primary tasks comprise: review of existing plans and on -the -ground
conditions, development of a draft trails plan; engagement with community, stakeholders, and a project steering
committee; development of concept design plans for up to 5 trail corridors; and compilation of work in a plan.
❑ Yes 0 No DBE Participation
Total Amount Authorized: $299,800.00
❑ Yes 0 No MBE Participation
Management Reserve Fund: $0.00
❑ Yes Q No WBE Participation
❑ Yes Q No SBE Participation
Maximum Amount Payable: $299,800.00
Index of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit i
Exhibit J
Scope of Work
DBE Participation
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub -consultant Cost Computations
Title VI Assurances
Certification Documents
Liability Insurance Increase
Alleged Consultant Design Error Procedures
Consultant Claim Procedures
Agreement Number: LA 101102
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14
Revised 0210112021
THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this
AGREEMENT, between the City of Federal Way ,
hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this
AGREEMENT, hereinafter called the "CONSULTANT."
WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1)
of this AGREEMENT and hereafter called the "SERVICES;" and 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; and
WHEREAS, the CONSULTANT represents that they comply 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:
I. General Description of Work
The work under this AGREEMENT shall consist of the above -described SERVICES as herein defined, and
necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor,
and related equipment and, if applicable, sub -consultants and subcontractors necessary to conduct and complete the
SERVICES as designated elsewhere in this AGREEMENT.
II. General Scope of Work
The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached
hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed
utilizing performance based contracting methodologies.
General Requirements
All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or -individuals shall
receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or
individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress,
and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials,
groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT
sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days'
notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A."
The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will
outline in written and graphical form the various phases and the order of performance of the SERVICES in
sufficient detail so that the progress of the SERVICES can easily be evaluated.
The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under
this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State
of Washington.
Agreement Number: LA 101102
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14
Revised 0210112021
Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per
49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the
commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be
shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime
CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF)
regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the
total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS
perform a minimum of 30% of the total amount of this AGREEMENT.
In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement
is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the
goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not.
The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime)
involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information
shall identify any DBE Participation.
All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.
All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C —
Preparation and Delivery of Electronic Engineering and other Data."
All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared
by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for
these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or
on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall
be without liability or legal exposure to the CONSULTANT.
Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other
party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:
If to AGENCY:
Name: Jason Kennedy
Agency: City of Federal Way
Address: 33325 8th Ave S
City: Federal Way State: WA Zip: 98003
Email: jason.kennedy@cityoffederalway.com
Phone: 253.835.2744
Facsimile: 253.835.2709
IV. Time for Beginning and Completion
If to CONSULTANT:
Name: Kristen Lohse
Agency: Toole Design Group, LLC
Address: 8484 Georgia Avenue, Suite 800
City: Silver Spring State: MD Zip: 20910
Email: klohse@tooledesign.com
Phone: 206.297.1601 x 304
Facsimile: 301.927.2800
The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by
the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this
AGREEMENT titled "Completion Date."
The established completion time shall not be extended because of any delays attributable to the CONSULTANT,
but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of
unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the
CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the
established completion time.
Agreement Number: LA 101102
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant
Agreement Revised 02/01/2021
Page 3 of 14
V. Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES,
specified in Section lI, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR
Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits
"D" and "E" and by this reference made part of this AGREEMENT.
A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the
CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate,
and direct non -salary costs.
1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals,
professional, technical, and clerical personnel for the time they are productively engaged in work necessary
to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the
direct salary costs billed to the AGENCY.
2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such
on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall
be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total
ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT
the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this
AGREEMENT, when accumulated with all other Actual Costs.
A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and
"E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and
all A&E sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's I
fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.)
for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by
the ICR schedule. It shall also be used for the computation of progress payments during the following year
and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will
be sent to Email: ConsultantRates�),wsdot.wa.gov.
Failure to supply this information by either the prime CONSULTANT or any of their A&E sub -consultants l
shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required
information is received and an overhead rate for billing purposes is approved.
The AGENCY's Project Manager and/or the Federal Government may perform an audit of the
CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR
rate, if they so desire.
Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the
CONSULTANT. (excluding Meals, which are reimbursed at the per diem rates identified in this section)
These charges may include, but are not limited to, the following items: travel, printing, long distance
telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed
only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall
comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in
accordance with WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and
revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal
Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an
itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain
the original supporting documents in their office. 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.
Agreement Number: LA 101102
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14
Revised 0210112021
4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D"
and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and
the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT
enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may
include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated
and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported
in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not
previously paid in the progress payments will be covered in the final payment, subject to the provisions of
Section IX entitled "Termination of Agreement."
5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement
Administrator with the flexibility to authorize 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 $100,000 or
10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included
for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any
changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII,
"Extra Work."
6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the
CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this
AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and
the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in
Section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of
Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings
shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under
Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized
listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will
be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for
CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of
recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work
on the PROJECT at the time of the interview.
C. 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, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data 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 thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute
a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of
overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to
begin the appeal process to the AGENCY for audit findings.
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D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection
by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final
payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon
these records with the following exception: if any litigation, claim or audit arising out of, in connection with,
or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and
accounts shall be retained until such litigation, claim, or audit involving the records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the
State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager.
VI. Sub -Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub -consultant, any contract or any other relationship.
Compensation for this sub -consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached
hereto and by this reference made part of this AGREEMENT.
The SERVICES of the sub -consultant shall not exceed its maximum amount payable identified in each sub -
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
All reimbursable direct labor, indirect cost rate, direct non -salary costs and fixed fee costs for the sub -consultant
shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be
memorialized in a final written acknowledgement between the parties.
All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require
each sub -consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With
respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's
Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT, sub -recipient, or sub -consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.
VII. Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's
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Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other
persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly
retired employees, without written consent of the public employer of such person if he/she will be working on this
AGREEMENT for the CONSULTANT.
VIII. Nondiscrimination
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants,
subcontractors and successors in interest, agrees to comply with the following laws and regulations:
• Title VI of the Civil Rights Act of 1964
(42 U.S.C. Chapter 21 Subchapter V § 2000d
through 2000d-4a)
• Federal -aid Highway Act of 1973
(23 U.S.C. Chapter 3 § 324)
• Civil Rights Restoration Act of 1987
(Public Law 100-259)
• American with Disabilities Act of 1990
(42 U.S.C. Chapter 126 § 12101 et. seq.)
• 23 CFR Part 200
• Rehabilitation Act of 1973 • 49 CFR Part 21
(29 U.S.C. Chapter 16 Subchapter V § 794) . 49 CFR Part 26
• Age Discrimination Act of 1975 • RCW 49.60.180
(42 U.S.C. Chapter 76 § 6101 et. seq.)
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F"
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in
every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations
or directives issued pursuant thereto.
IX. Termination of Agreement
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten
(10) days written notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate
fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to
the time of termination of this AGREEMENT.
No payment shall be made for any SERVICES completed after ten (10) days following receipt by the
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this
section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for
any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,
the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the
AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES
to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to
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date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of
termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the
time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES
performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the
amount, which would have been made using the formula set forth in paragraph two (2) of this section.
If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to
perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to
be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed
for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default
clauses listed previously.
The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member,
partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or
other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee.
The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or
more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The
CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT
unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s)
of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT
as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights
with respect to any future act or omission by the CONSULTANT.
X. Changes of Work
The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as
necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find
it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or
revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered
as Extra Work and will be paid for as herein provided under section XIII "Extra Work."
XI. Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within
10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and
binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the
Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the
parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under
the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior
Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto
agree that all questions shall be resolved by application of Washington law and that the parties have the right of
appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington,
situated in the county in which the AGENCY is located.
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XII. Legal Relations
The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
Washington.
The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the
CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons
for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT
to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom
the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees,
sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or
vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or
the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier.
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's
agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
inventions resulting from STATE and/or AGENCY'S, their agents', officers' and employees' failure to comply
with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and
employees by the CONSULTANT, its agents, employees, sub -consultants, subcontractors or vendors, of any tier, or
any other persons for whom the CONSULTANT may be legally liable.
The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor.
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own
employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification
and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
RCW. This waiver has been mutually negotiated between the Parties.
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Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of
construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract
administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance
with the contract documents.
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
required, the following insurance with companies or through sources approved by the State Insurance
Commissioner pursuant to Title 48 RCW.
Insurance Coverage
A. Worker's compensation and employer's liability insurance as required by the STATE.
B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum
limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the
aggregate for each policy period.
C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for
any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single
limit for each occurrence.
Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and
AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub -
consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning
products and completed operations coverage. This coverage shall be primary coverage and non-contributory and
any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured
coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall
waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to
require complete, certified copies of all required insurance policies at any time.
All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.
The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the
execution of this AGREEMENT to:
Name: Jason Kennedy
Agency: City of Federal Way
Address: 33325 8th Ave S
City: Federal Way State: WA Zip: 98003
Email: jason.kennedy@cityoffederalway.com
Phone: 253.835.2744
Facsimile: 253.835.2709
No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY.
The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to
section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the
authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of
liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional
liability to third parties be limited in any way.
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The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party,
and no third party beneficiary is intended or created by the execution of this AGREEMENT.
The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has
fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is
available to it under other provisions of this AGREEMENT, or otherwise in law.
XIII. Extra Work
A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT
in the SERVICES to be performed.
B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance
of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise
affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment
in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms
and shall modify this AGREEMENT accordingly.
C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM,"
under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY
decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final
payment of this AGREEMENT.
D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing
in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.
E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for
this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement
to this AGREEMENT.
XIV. Endorsement of Plans
If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering
data furnished by them.
XV. Federal Review
The Federal Highway Administration shall have the right to participate in the review or examination of the
SERVICES in progress.
XVI. Certification of the Consultant and the Agency
Attached hereto as Exhibit "G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit
"G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered
Transactions, Exhibit 11G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's
over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over
five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and
submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General
Requirements" prior to its performance of any SERVICES under this AGREEMENT.
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XVII. Complete Agreement
This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or
modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
to this AGREEMENT.
XVIII. Execution and Acceptance
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material
submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
conditions thereof.
XIX. Protection of Confidential Information
The CONSULTANT acknowledges that some of the material and information that may come into its possession
or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is
not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles,
credit card information, driver's license numbers, medical data, law enforcement records (or any other information
identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State
security data, or information which may jeopardize any part of the project that relates to any of these types of
information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence
and not to make use of the State's Confidential Information for any purpose other than the performance of this
AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such
information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent
or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
managerial safeguards to prevent unauthorized access to the State's Confidential Information.
Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's
option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential
Information; or (ii) returned all of the State's Confidential Information to the AGENCY, or (iii) take whatever other
steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information.
As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which
the State's Confidential Information was received; who received, maintained and used the State's Confidential
Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall
be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information
collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
investigating may include, but is not limited to, salting databases.
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Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of
this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties.
It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which
is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the
confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing
such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall
be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential
and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such
confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to
include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully
disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;
(iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by
unaffiliated third parties engaged in the same business or businesses as the CONSULTANT.
The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure
laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/
or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a
public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or
otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such
records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent
jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the
AGENCY will release the requested information on the date specified.
The CONSULTANT agrees to notify the sub -consultant of any AGENCY communication regarding disclosure that
may include a sub -consultant's proprietary and/or confidential information. The CONSULTANT notification to the
sub -consultant will include the date that such records will be released by the AGENCY to the requester and state
that unless the sub -consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure
the AGENCY will release the requested information. If the CONSULTANT and/or sub -consultant fail to obtain
a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive
and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages,
liabilities, or costs associated with the AGENCY's said disclosure of sub -consultants' information.
XX. Records Maintenance
During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years
from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all
"documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents"
pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place
of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall
cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until
all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past
the six (6) year retention period.
For purposes of this AGREEMENT, "documents" means every writing or record of every type and description,
including electronically stored information ("ESI"), that is in the possession, control, or custody of the
CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s,
appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten
notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,
work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings,
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Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14
Revised 0210112021
tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or
telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or
description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the
CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original,
or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original.
For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any
kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either
directly or after translation into a reasonably useable form. ESI may include information and/or documentation
stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe
Acrobat, SQL databases, or any other software or electronic communication programs or databases that the
CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup
tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other
electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any
personal devices used by the CONSULTANT or any sub -consultant at home.
"Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally
created, viewed, and /or modified.
The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in
relation to this AGREEMENT and bind the sub -consultant to its terms, unless expressly agreed to otherwise in
writing by the AGENCY prior to the execution of such subcontract.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
"Execution Date" box on page one (1) of this AGREEMENT.
Signature
(a.
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Sig
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Sep 6, 2022
Date
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Date
Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office
of the Attorney General.
Agreement Number: LA 101102
Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14
Revised 0210112021
See attached
Exhibit A
Scope of Work
Project No.
Agreement Number: LA 101102
ExhibitA -Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1
ATTACHMENT A: SCOPE OF WORK
SW KING COUNTY TRAILS FLAN
July 12, 2022
INTRODUCTION
This scope of work outlines the tasks and deliverables to be undertaken by the Consultant
Team to develop the SW King County Trails Plan for City of Federal Way (City). The project's
primary tasks comprise:
• Reviewing Existing Plans and Conditions
• Developing a Draft Trails Plan
Engagement with Community, Stakeholders, and a Project Steering Committee
• Obtaining Survey for and Developing Concept Design Plans for up to 5 trail corridors
• Compiling the results in a plan
Accompanying this scope of work are:
• Attachment B: Fee Schedule/Budget
• Attachment C: Schedule
PROJECT ASSUMPTIONS
1. The project duration will be up to 18 months from notice to proceed and will generally
follow the project schedule developed by the Consultant and approved by the City, with
a final completion before December 31, 2024.
2. The City will be responsible for coordinating the distribution of deliverables among staff
and any external partners for review and comment, including providing a list of contacts.
The City will be responsible for collecting review comments, resolving conflicting
comments, and submitting one set of consolidated non -conflicting comments to the
Consultant for each submittal.
3. The costs shown in Attachment B (Fee Schedule) assumes two (2) rounds of
comment/revision for each deliverable (i.e., draft and final) unless otherwise noted.
Additional rounds of comments/revisions will be considered extra work and may need to
be negotiated prior to the Consultant proceeding with that work.
4. Generally, all major deliverables, including workshop materials and draft plans intended
for review by the public will be submitted to the City two weeks in advance of the
scheduled meeting. The City will provide comments within one week after submittal.
Other materials developed for project meetings such as presentations, hand-outs, etc.
Page 1 of 8
may be submitted one week in advance of the scheduled meeting and the City will
provide comments at least two (2) days in advance of the meeting. The Consultant will
then make revisions without further City review prior to the meeting.
5. It is assumed that engagement will be in -person, supplemented with virtual meetings to
reach a broad spectrum of stakeholders and community members. Due to the potential
for effects of the COVID-19 pandemic, Consultant can pivot to virtual events, when
appropriate.
6. Wetland and stream critical areas information shall be gathered from existing public -
domain sources and a field reconnaissance. Delineation, boundary flagging,
classification and reporting services necessary for design -level planning, permitting and
approval is not included.
7. Environmental mitigation costs vary widely with levels of impacts specific to design -level
drawings, classifications of wetlands, large variations in stream crossing requirements,
agency input, mitigation opportunity in the project area(s), and on -site vs off -site
(mitigation bank or ILF) locations. Therefore, mitigation costs will not be provided.
PROJECT ROLES
Toole Design will provide project management and lead the planning, engagement, and
document production.
Transpo will lead the design tasks and support the engagement and document production.
The Watershed Company will lead the critical areas and permitting analysis.
Universal Field Services will provide right of way evaluation services.
Page 2 of 8
SCOPE OF WORK
TASK 1: PROJECT MANAGEMENT AND COORDINATION
Task Description: The Consultant will manage project scope, schedule, and budget, including
monthly progress reporting and team meetings and project management meetings with the City
Project Team that will include coordination meetings of the Consultant team in attendance.
1.1 Kickoff Meeting
Following execution of the project contract, Consultant will hold a formal virtual kickoff meeting
with City staff and key members of the Consultant team. The meeting will focus on review of the
scope of work, the project timeline, and key outcomes for the project. The meeting will also help
us define project objectives and areas of concern and to clarify project priorities and timelines of
concurrent projects.
1.2 Project Management Meetings
Consultant will conduct biweekly phone meetings with the City's Project Team to discuss
progress and key technical questions. This task also includes time for coordination amongst the
Consultant Team.
1.3 Progress Reporting
Consultant will develop monthly progress reports to accompany invoices. Progress reports will
list work accomplished in the past month, upcoming activities, track budget and deliverables
using the percent complete by task method, and schedule updates.
j'ask 1 Deliverables:
1.1 Kickoff meeting, agenda, and summary
1.2 Biweekly coordination calls
® 1.3 Monthly progress reports (including schedule updates and planned vs. actual
schedule comparisons, description of work accomplished, percent complete by task)
TASK 2. PUBLIC OUTKF-ACH
Task 2.1: Engagement Plan
Consultant will develop a community engagement plan (CEP) that outlines the goals of
engagement, potential audiences and organizations, and the tools and techniques we anticipate
using throughout the process in two engagement phases: a discovery (information
gathering/confirmation) phase and a draft recommendations phase. Consultant will craft a
detailed CEP, intended to be a living document that can be updated throughout the process as
a way to document the engagement process and any changes made to encourage participation
and input. The plan will be submitted for one round of revisions.
Page 3 of 8
Task 2.2: Engagement Events
Consultant will conduct two -in person and two online events; as follows:
Discovery Phase
Engagement_goals: Introduce the project, assess community values/priorities, confirm
existing conditions, solicit ideas for recommendations, determine need or demand
In -person event: Piggyback on standing community meetings or hold pop-up meetings in
locations where we can interact with community members in locations such as grocery
stores, community centers, and other gathering spaces.
On-line event: Use an interactive on-line mapping tool
Recommendations Phase
Engagement goals: Share proposed facility types and locations/corridors and draft
recommendations, solicit feedback on recommendations
In -person event: Piggyback on standing community meetings or host a meeting in a
location where we can interact with community members in locations such as trailheads,
parks, transit stations, and other gathering spaces.
On-line event: Hold an on-line public meeting
This task will also cover efforts to promote meetings including text developed for the city to post
on their project webpage and social media posts, as well as mailings/email invites for the
engagement events.
Task 2.3 Steering Committee
Consultant will facilitate a series of meetings with a project Steering Committee and selected to
incorporate as multiple viewpoints and perspectives as possible and convened by the City.
Steering Committee members will be key partners in this effort, especially with the ambitious
engagement and technical work. In the initial meetings, Consultant will solicit ideas and
strategies about working with the community and collaboratively plan the community
engagement events. The later meetings will be opportunities to share the draft plan and gauge
how well the recommendations reflect the community's needs in the draft plan.
Task 2.4: Input and Engagement Summary
Following the public engagement efforts, we will compile public comments and input,
summarizing major themes, to be included in the final plan to demonstrate how the major input
themes are incorporated into the plan.
Task 4 Deliverables:
• 2.1 Community Engagement Plan, Draft and Final
• 2.2 Engagement event materials for two online and two in -person events: agendas,
presentations, facilitation, logistical information, summary notes, and social media posts
and text for mailings/emails
• 2.3 Steering Committee meeting materials: agendas, presentations, summary notes
Page 4 of 8
• 2.4. Engagement Summary
TASK 3. DEVELOP A BASELINE AND PLANNED TRAIL
NETWORK AND LAND USE MAPS
Task 3.1: Review Existing Planning Documents
Consultant will review and analyze existing planning documents and plans to establish a
planning framework to ground the project recommendations in past and current initiatives and
development efforts. The results will be compiled in a matrix.
Task 3.2: Review and Map Existing Land Use Information
Consultant will analyze existing land use information, along with the street, trails, and transit
network, pedestrian generators and destinations, and the physical characteristics of the area
like land forms, publicly mapped wetland systems, streams, and vegetation. Consultant will
develop an existing conditions map that combines land use and the multimodal transportation
network to highlight missing gaps and needed linkages in existing and planned facilities beyond
city limits up to one half mile, to create a citywide trail network. From this base, the consultant
will also identify the needs of trail users from a design perspective in order to identify safe and
comfortable trail corridors and facilities for all ages and abilities.
Task 3.3 Review Wetland/Stream Areas
Consultant will conduct a desktop review of wetland/stream areas and prepare a technical
memo summarizing the findings of the analysis. The desktop review will rely on publicly -
available wetland/stream inventories, aerial photos, topographic maps and other available
resources to inform the project team on known natural resources.
Task 3.4: Conduct Stakeholder Interviews
Consultant will conduct up to eight (8) stakeholder interviews with neighboring jurisdictions and
two (2) with transit agencies to obtain a complete and comprehensive perspective on
connectivity needs, gaps, and aspirations beyond the city limits. Interviews are intended to be
informal conversations facilitated with maps and open minds.
Task 3.5. Planned Trail Network and Land Use Map Development
Consultant will develop connectivity recommendations within and beyond the city limits, using
the existing conditions data, user needs analysis, and public and steering committee input. This
draft network will be vetted with City staff first and then shared with the Steering Committee for
additional review and input. The draft plan will then be revised and shared with the public for
feedback.
Task 3 Deliverables:
3.1 Planning Framework Review Matrix
• 3.2 Existing Conditions Map
Page 5 of 8
• 3.3 Technical memo summarizing major wetland/stream areas within public ROW's will
be prepared
3.4 Stakeholder Interview materials (agenda, presentations/maps), facilitation, and
summary notes
• 3.5 Draft Trails Plan Map, Revised Trails Plan Map
TASK 4: PRELIMINARY DESIGN/DRAFT PLAN
Task 4.1 Prioritization
With City feedback, community, and stakeholder input in hand on the draft recommendations for
the citywide network, Consultant will develop criteria to help prioritize trail corridors for concept
development and implementation. The criteria will be vetted with City staff and the Steering
Committee. The trail alignments will be analyzed utilizing the agreed -upon evaluation criteria to
help refine and prioritize the trail segments. Our team will work with City staff to prioritize the
trail segments to identify those that should be advanced into more detailed conceptual design
and costing. To the extent possible, the corridors considered should attempt to include
east/west and north/south connections. The identified trail segments could include a package of
separate but inter -connected segments that, when matched with existing trails or other facilities
provide for an optimal first phase of the expanded trail system.
Task 4.2: Corridor Selection and Field Analysis
Based on the prioritization, Consultant will work with the City to select of multiple corridors for
concept development. The trail alignments will be drawn onto base maps to assist in identifying
constraints such as right of way, property impacts, sensitive areas, utilities, and drainage issues.
The full project team (Consultant and City Staff) will walk the most promising proposed trail
corridors and alignments. The site walks will be used to assess available right-of-way, potential
critical areas issues, topography, and discuss key design considerations such as crossing
locations, type of crossing features, cross -sectional elements, and other site specific design
issues to address in the conceptual design.
Task 4.3— Wetland/stream reconnaissance
Consultant will provide a wetland/stream reconnaissance along the identified corridors.
Reconnaissance fieldwork will include walking identified corridors and sketching approximate
locations of noted wetlands and streams. A reconnaissance memo will outline the findings of
the fieldwork and integrate those findings with relevant information from the desktop review from
Section 3.3, above. This task does not include wetland delineation, boundary flagging, wetland
rating forms or data sheets. Such items would be necessary in subsequent design stages of the
project.
Task 4.4 Concept Development
Based on the results of the prioritization, corridor selection, field analysis, and wetland/stream
reconnaissance, the Consultant will develop concepts for up for the highest priority trail
Page 6 of 8
segments; up to three corridors/alignments, up to three (3) miles each. Conceptual plans and
planning level cost estimates will be prepared using readily available aerial photos and GIS
base map data.
The conceptual drawings will approximate dimensions and clearly highlight route alignment,
cross sectional elements, intersection and crossing improvements, and other key trail design
elements.
Task 4.5 Right of Way Analysis
Potential right of way acquisition/easement needs will also be identified, and Consultant may
assist the City in facilitating up to three meetings with property owners to understand needs and
concerns, such as access, privacy, encroachments, and other potential impacts.
Task 4..6 Cost Opinions
Planning level cost opinions/estimates will be developed for the conceptual designs based on
recent project bid tabs and unit costs. The costs will account for total project costs including
capital construction, Right -of -Way (ROW) acquisition costs, technical reports for permitting and
submittals, mitigation/environmental, design, drainage and water quality, and construction
management. The drawings and cost estimate will be in a format suitable to include as part of
grant proposals to demonstrate the City has performed the necessary homework to have a
reasonable idea of the costs and impacts of the project.
Task 4 Deliverables:
• 4.1 Corridor prioritization criteria and matrix
• 4.2 Corridor Identification and Field Walk Notes
• 4.3 Wetland and stream reconnaissance memo and sketch maps
4.4 Concept Designs for three key routes, including plan view, cross -sections, right-of-
way and easement notes
• 4.5 Right of Way Analysis and easement notes
• 4.6 Planning Level Cost Estimates
TASK 5: DEVELOP FINAL RECOMMENDATIONS/REPORT
Task 5.1: Assemble the Technical Report
Consultant will develop a draft detailed outline of the technical report (plan) for review and
approval. The document is anticipated to combine maps, information in tables, and narrative.
Upon approval of the draft outline, Consultant will proceed with production of the plan
document, which may include the following elements:
• Community demographics and need
• Process, community engagement, and how input was incorporated
• Network Plan/Recommendations and associated tables
Page 7 of 8
• Concept design plans
• High-level permitting requirements related to wetland/stream crossings
• Opinions of cost
• Implementation Plan and Funding Strategies
Consultant will develop an administrative draft in MS Word (for one round of consolidated and
reconciled City comments) and will provide sample InDesign layout templates.
Task 5.2: Final Plan
Consultant will address comment and revisions in MS Word and then develop a layout draft in
InDesign for submittal, with one round of consolidated and reconciled City comments. Upon
receipt of comments and revisions, Consultant will finalize the document.
Task 5 Deliverables:
• 5.1 Draft Outline, Draft Plan/Maps, Sample InDesign Layouts
• 5.2 Final Plan
Page 8 of 8
There is no mandatory DBE goal on this project.
Exhibit B
DBE Participation
Agreement Number: LA 101102
Exhibit 8 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
to use in preparing electronic files for transmission to the agency. The format and standards to be provided may
include, but are not limited to, the following:
I. Surveying, Roadway Design & Plans Preparation Section
A. Survey Data
Not anticipated, but if needed:
STANDARD: City of Federal Way Datum Control, State Plan Coordinate System
FORMAT: Basemap in AutoCAD Civil 3D 2020 Software
TRANSMISION: FTP, email, SharePoint
B. Roadway Design Files
STANDARD: City of Federal Way, AASHTO, WSDOT Design Manual
FORMAT: Basemap in AutoCAD Civil 3D 2020 Software, Word, Excel
TRANSMISION: FTP, email, SharePoint
C. Computer Aided Drafting Files
STANDARD: City of Federal Way Drafting Standards, City of Federal Way
FORMAT: Basemap in AutoCAD Civil 3D 2020 Software, Word, Excel
TRANSMISION: FTP, email, SharePoint
Agreement Number: LA 101102
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 4
D. Specify the Agency's Right to Review Product with the Consultant
City will review and comment on all design submittals referenced in the Scope of Work - Exhibit A
E. Specify the Electronic Deliverables to Be Provided to the Agency
Deliverables outlined in the Scope of Work - Exhibit A
F. Specify What Agency Furnished Services and Information Is to Be Provided
See Scope of Work - Exhibit A for agency -furnished services and information
Agreement Number: LA 101102
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02101/2021 Page 2 of 4
II. Any Other Electronic Files to Be Provided
Excel Spreadsheets
Word documents
PDF files
GIS shape files
Jpgs
III. Methods to Electronically Exchange Data
Email, FTP Site, SharePoint
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 3 of 4
A. Agency Software Suite
N/A
B. Electronic Messaging System
N/A
C. File Transfers Format
Electronic transfers via email, FTP, or SharePoint
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02101/2021
Page 4 of 4
See attached
Exhibit D
Prime Consultant Cost Computations
Agreement Number: LA 101102
Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1
Exhibit E
Sub -consultant Cost Computations
If no sub -consultant participation at this time. The CONSULTANT shall not sub -contract for the
performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI "Sub -Contracting" of this AGREEMENT.
See attached
Agreement Number: LA 101102
Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1
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Exhibit F - Title V1 Assurances Appendix A & E
APPENDIX A
During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally -assisted programs of the U.S. Department of
Transportation, (Title of Modal Operating Administration), as they may be amended from time to time, which
are herein incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices
when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
[Include Modal Operating Administration specific program requirements.)
Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and
the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. [Include
Modal Operating Administration specific program requirements.]
4. Information and Reports: The contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal
Operating Administration) to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another who fails
or refuses to furnish the information, the contractor will so certify to the Recipient or the (Title of Modal
Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the (Title of Modal
Operating Administration) may determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the contractor complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The contractor will take action with respect to any
subcontract or procurement as the Recipient or the (Title of Modal Operating Administration) may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,
the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In
addition, the contractor may request the United States to enter into the litigation to protect the interests of the
United States.
Local Agency A&E Professional Services Cost
Plus Fixed Fee Consultant Agreement
LA 101102
Agreement Number
Revised 0210112021
Exhibit F - Title VI Assurances Appendix A & E
APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of
sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination
on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or
activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and
contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low -Income Populations, which ensures discrimination against minority populations by discouraging
programs, policies, and activities with disproportionately high and adverse human health or
environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of limited
English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to
ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 et seq).
LA 101102
Local Agency A&E Professional Services Agreement Number
Negotiated Hourly Rate Consultant Agreement Revised 0210112021
Exhibit G
Certification Documents
Exhibit G-I(a)
Certification of Consultant
Exhibit G-I(b)
Certification of
Exhibit G-2
Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Exhibit G-3
Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Exhibit G-4
Certificate of Current Cost or Pricing Data
Agreement Number: LA 101102
Exhibit G -Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
Exhibit G-1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
Toole Design, LLC
whose address is
8484 Georgia Avenue, Suite 800, Silver Spring, MD 20910
and that neither the above firm nor I have:
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 AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
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 this AGREEMENT; except as hereby expressly stated (if any);
I acknowledge that this certificate is to be furnished to the WSDOT
and the Federal Highway Administration, U.S. Department of Transportation in connection with this
AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Toole Design Group, LLC
Consultant (Firm Name)
Sep 6, 2022
Signature (Authorized Official of Consultant) Date
Agreement Number: LA 101102
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021
Exhibit G-I(b) Certification of City of Federal Way
I hereby certify that I am the:
9 Mayor
❑ Other
of the City of Federal Way , and
or its representative has not been required, directly or indirectly as an express or implied condition in connection
with obtaining or carrying out this AGREEMENT to:
a) Employ or retain, or agree to employ to 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 hereby expressly stated (if any):
I acknowledge that this certificate is to be furnished to the WSDOT
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Date
Agreement Number: LA 101102
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021
Exhibit G-2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters - Primary Covered Transactions
I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of 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 anti-trust 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 (3) year period preceding this application / proposal had one or more public
transactions (Federal, State and local) terminated for cause or default.
II. 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.
Toole Design Group, LLC
Consultant (Firm Name)
Sep 6, 2022
Signature (Authorized Official of Consultant) Date
Agreement Number: LA 101102
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds
for Lobbying
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit
Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00,
for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require
that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000,
and that all such sub -recipients shall certify and disclose accordingly.
Toole Design Group, LLC
Consultant (Firm Name)
7�
Sep 6, 2022
Signature (Authorized Official of Consultant) Date
Agreement Number: LA 101102
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021
Exhibit G-4 Certificate of Current Cost or Pricing Data
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section
2.101 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 SW King County Regional Trail Plan * are accurate, complete, and current
as of 9/6/2022 ".
This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing
rate AGREEMENT's between the offer or and the Government that are part of the proposal.
Firm: Toole Design Group, LLC
Signature
Date of Execution***: September 6, 2022
Executive Vice President
Title
* Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.)
**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.
Agreement Number: LA 101102
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations
and Insurance of this Agreement is amended to $
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of $
Such insurance coverage shall be evidenced by one of the following methods:
• Certificate of Insurance.
• Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for
those funds.
Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed
$1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted
to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
professional liability insurance required.
Notes: Cost of added insurance requirements: $
• Include all costs, fee increase, premiums.
• This cost shall not be billed against an FHWA funded project.
• For final contracts, include this exhibit.
Agreement Number: LA 101102
Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
Exhibit I
Alleged Consultant Design Error Procedures
The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a
nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution
and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage
due to the alleged error by the consultant.
Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager
At the first indication of potential consultant design error(s), the first step in the process is for the Agency's
project manager to notify the Director of Public Works or Agency Engineer regarding the potential design
error(s). For federally funded projects, the Region Local Programs Engineer should be informed and
involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an
agency staff person other than the project manager, who has not been as directly involved in the project,
to be responsible for the remaining steps in these procedures.)
Step 2 Project Manager Documents the Alleged Consultant Design Error(s)
After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the
Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed
documentation than is normally required on the project. Examples include: all decisions and descriptions
of work; photographs, records of labor, materials and equipment.
Step 3 Contact the Consultant Regarding the Alleged Design Error(s)
If it is determined that there is a need to proceed further, the next step in the process is for the project
manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged
error(s). The project manager and other appropriate agency staff should represent the agency and the
consultant should be represented by their project manager and any personnel (including sub -consultants)
deemed appropriate for the alleged design error(s) issue.
Step 4 Attempt to Resolve Alleged Design Error with Consultant
After the meeting(s) with the consultant have been completed regarding the consultant's alleged design
error(s), there are three possible scenarios:
• It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,
then the process will not proceed beyond this point.
• It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,
then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement
with the consultant. The settlement would be paid to the agency or the amount would be reduced from
the consultant's agreement with the agency for the services on the project in which the design error
took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary
of the settlement for review and to make adjustments, if any, as to how the settlement affects federal
reimbursements. No further action is required.
• There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may
request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency
Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal
counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5.
Agreement Number: LA 101102
Exhibit I - Local Agency ACE Professional Services Cost Plus Fixed Fee Consultant Agreement Revised OW0112021 Page 1 of 2
Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet
with representatives of the agency and the consultant to review the alleged design error(s), and attempt
to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office
for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs
for federal reimbursement.
• If mutual agreement is reached, the agency and consultant adjust the scope of work and costs
to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount
of federal participation in the agreed upon resolution of the issue.
• If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration
or by litigation.
Agreement Number: LA 101102
Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 2
Exhibit J
Consultant Claim Procedures
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total
of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the
Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s)
that total $1,000 or less.
This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential
claim by the consultant.
Step 1 Consultant Files a Claim with the Agency Project Manager
If the consultant determines that they were requested to perform additional services that were outside
of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed
is the request for consideration of the claim to the Agency's project manager.
The consultant's claim must outline the following:
• Summation of hours by classification for each firm that is included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Timeframe of the additional work that was outside of the project scope;
• Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
• Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.
Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation
After the consultant has completed step 1, the next step in the process is to forward the request to the
Agency's project manager. The project manager will review the consultant's claim and will met with the
Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's
recommendation for federal participation in the claim to the WSDOT Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
(if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including
backup documentation to the consultant to either supplement the agreement, or create a new agreement
for the claim. After the request has been approved, the Agency shall write the supplement and/or new
agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for
the agreement is subject to audit. No further action in needed regarding the claim procedures.
If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures.
Agreement Number: LA 101102
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 2
Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s)
If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary
for the Director of Public Works or Agency Engineer that included the following:
• Copy of information supplied by the consultant regarding the claim;
• Agency's summation of hours by classification for each firm that should be included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work;
• Explanation regarding those areas in which the Agency does/does not agree with the consultant's
claim(s);
• Explanation to describe what has been instituted to preclude future consultant claim(s); and
• Recommendations to resolve the claim.
Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation
The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim
is not eligible for federal participation, payment will need to be from agency funds.
Step 5 Informing Consultant of Decision Regarding the Claim
The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final
decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s)
and rationale utilized for the decision.
Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s)
The agency shall write the supplement and/or new agreement and pay the consultant the amount
of the claim. Inform the consultant that the final payment for the agreement is subject to audit.
Agreement Number: LA 101102
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 2
2. DRAFT - A&E Prof Services Agreement -
Toole Design Group (1)
Final Audit Report 2022-09-06
Created: 2022-09-02
By. Noren Hartman (nhartman@tooledesign.00m)
Status: Signed
Transaction ID: CBJCHBCAABAA BXsiERS04-68ROeZovdYblldCr-dWK
"2. DRAFT - A&E Prof Services Agreement - Toole Design Grou
p (1)" History
Document created by Noren Hartman (nhartman@tooledesign.com)
2022-09-02 - 3:25:39 PM GMT
C- Document emailed to RJ Eldridge (reldridge@tooledesign.com) for signature
2022-09-02 - 3:30:30 PM GMT
Email viewed by RJ Eldridge (reldridge@tooledesign.com)
2022-09-02 - 5:14:26 PM GMT
&q, Document e-signed by RJ Eldridge (reldridge@tooledesign.com)
E-signature obtained using URL retrieved through the Adobe Acrobat Sign API
Signature Date: 2022-09-06 - 3:26:58 PM GMT - Time Source: server
Q Agreement completed.
2022-09-06 - 3:26:58 PM GMT
&j Adobe Acrobat Sign
8/19/22, 9:22 AM Corporations and Charities System
N
;,fie-s
r.�� r nand Charities Filing System
BUSINESS INFORMATION
Business Name:
TOOLE DESIGN GROUP, LLC
UBI Number:
602 61 1 r146
Business Type:
FOREIGN LIMITED LIABILITY COMPANY
Business Status:
ACTIVE
Principal Office Street Address:
8484 GEORGIA AVE, SUITE 800, SILVER SPRING, MD, 20910-5609, UNITED STATES
Principal Office Mailing Address:
8484 GEORGIA AVE, SUITE 800, SILVER SPRING, MD, 20910-5609, UNITED STATES
Expiration Date:
05131 /2023
Jurisdict on:
UNITED STATES, MARYLAND
Formation/ Registration Date:
05/05/2006
Penod of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
PROFESSIONAL, SCIENTIFIC &TECHNICAL SERVICES
REGISTERED AGENT INFORMATION
Registered Agent Name:
REGISTERED AGENTS INC.
Street Address:
100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES
Mailing Address:
100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES
le181ri4az1i1;-1
hftps://cefs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /2
8/19/22, 9:22 AM
Corporations and Charities System
Tltle
Governors Type
Entity Name First Name
Last Name
GOVERNOR
INDIVIDUAL
JENNIFER
TOOLE
GOVERNOR
INDIVIDUAL
ROSWELL
ELDRIDGE
GOVERNOR
INDIVIDUAL
WILLIAM
SCHULTHEISS
GOVERNOR
INDIVIDUAL
NICHOLAS
JACKSON
GOVERNOR
INDIVIDUAL
ERNIE
BOUGHMAN
GOVERNOR
INDIVIDUAL
CIARA
SCHLICHTING
GOVERNOR
INDIVIDUAL
JESSICA
FIELDS
GOVERNOR
INDIVIDUAL
ALIA
ANDERSON
GOVERNOR
INDIVIDUAL
JASON
DEGRAY
Back
Filing History Name History Print [ Return to Business Search
https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2
8/25122, 10:08 AM Washington State Department of Revenue
W. . ....
< Business Lookup
License Information:
Entity name: TOOLE DESIGN GROUP, LLC
Business
TOOLE DESIGN GROUP, LLC
name:
Entity type:
Limited Liability Company
UBI #:
602-611-046
Business ID:
001
Location ID:
0001
Location:
Active
Location address: 8484 GEORGIA AVE
STE 800
SILVER SPRING IVID 20910-5609
Mailing address: 8484 GEORGIA AVE STE 800
SILVER SPRING IVID 20910-5609
I
I Excise tax and reseller permit status: Click here
Secretary of State status:
Click here
Endorsements
Endorsements held a License# Count Detail: Status
https://secure.dor.wa.gov/gteunauth/—/#4
New search Back to results
Expiration date First issuance d!
1/3
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I
Endorsements held z License # Count Detail: Status Expiration date First issuance di
Kirkland General OBL2909! Active May-31-2023 Jan-25-2019
Business - Non -
Resident
Mercer Island 170476
General Business -
Non -Resident
Monroe General
Business - Non -
Resident
Redmond General RED15-OC
Business - Non -
Resident
Active May-31-2023 Oct-09-2019
Active May-31-2023 Feb-08-2021
Active May-31-2023 Feb-23-2015
Governing People May include governing people not registered with Secretary of State
I
Governing people Title
ANDERSON, ALIA
BOUGHMAN, ERNIE
DEGRAY, JASON
ELDRIDGE, ROSWELL
FIELDS, JESSICA
JACKSON, NICHOLAS
SCHLICHTING, CIARA
SCHULTHEISS, WILLIAM
v
I
https://secure.dor.wa.gov/gteunauth/—/#4 2/3
8/25/22, 10:08 AM Washington State Department of Revenue
Governing people Title
I �
TOOLE, JENNIFER
View Additional Locations
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nightly. Search date and time: 8/25/2022 10:08:42
AM
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8125/22, 10:09 AM Washington State Department of Revenue
VV;?,.c ,,. r'z37 D p✓: .1ri ski !# '_�! !�,F'' e ii_En
J
< Business Lookup
License Information:
Entity name: TOOLE DESIGN GROUP, LLC
Business TOOLE DESIGN GROUP, LLC
name:
Entity type: Limited Liability Company
UBI #:
602-611-046
Business ID:
001
Location ID:
0003
Location:
Active
Location address: 720 3RD AVE
STE2020
SEATTLE WA 98104-1814
Mailing address: 8484 GEORGIA AVE
STE 800
SILVER SPRING MD 20910-5609
Excise tax and reseller permit status: Click here
New search Back to results
Secretary of State status: Click here
Endorsements
1 Endorsements held a License # Count De v Status Expiration date First issuance dat
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1 /3
8/25/22, 10:09 AM
Washington State Department of Revenue
Endorsements held z License # Count
Detail Status
Expiration date
First issuance dat
Bainbridge Island
Active
May-31-2023
Sep-19-2019
General Business -
I Non -Resident
Bellingham 071948
Active
Mar-31-2022
General Business
SeaTac General
Active
May-31-2023
Sep-18-2020
Business - Non -
Resident
Spokane General
Active
May-31-2023
Apr-05-2018
Business - Non -
Resident
Vancouver General
Active
May-31-2023
Aug-10-2016
Business - Non -
Resident
Governing People May include governing people not registered with Secretary of State
Governing people Title
ANDERSON, ALIA
BOUGHMAN, ERNIE
DEGRAY, JASON
ELDRIDGE, ROSWELL
FIELDS, JESSICA
JACKSON, NICHOLAS
I
SCHLICHTING, CIARA
— 2/3
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8125/22, 10:09 AM Washington State Department of Revenue
I Governing people Title
SCHULTHEISS, WILLIAM
TOOLE, JENNIFER
I
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i
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https://secure.dar.wa.gov/gteunauth/_/#8 313
DATE(MMIDDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE Ios/oz/zozz
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CONTACT Certificate Team
NAME:
Klein Agency, LLC
AIC NNn (410) 832-7600 Alc. Ho (410) 832-1849
RO Box 219
E-MAIL certs@kleinagencyllc.com
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
Timonium MD 21094
INSURERA: Sentinel Insurance Company
11000
INSURED
INSURERB: Nutmeg Insurance Company
39608
Toole Design Group, LLC
INSURER C : Hartford Fire Insurance Cc
19682
8484 Georgia Avenue, Suite 800
INSURER D : Continental Casualty Company
20443
INSURER E :
Silver Spring MD 20910-5609
INSURER F:
swn�e rooTrnrwTo uIIRADCo• 99-93 Main RFVISIrNJ NI IMRFR•
THIS IS TO CERTIFY THATTHE 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1
LTR
TYPE OF INSURANCE
INSD
VIVO
POLICY NUMBER
PO ICYPOLICY
MMIDDIYYYY
MMIDDIYYYY
LIMITS
X
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
S 2,000,000
CLAIMS -MADE X OCCUR
A
PREI441SES Ea occurrence
S 1,000.000
MED EXP (Any one person)
S 10,000
A
30SBWVL4087
01/01/2022
01/01/2023
PERSONAL& ADV INJURY
S 2,000.000
GEN'LAGGREGATE LIMITAPPLIES PER:
GENERAL AGGREGATE
s 4,000,000
PRODUCTS - COMP/OPAGG
$ 4,000,000
POLICY ❑X PRO- ❑ LOC
JECT
$
OTHER:
I
I
AUTOMOBILE LIABILITY
COMBINED SINGLE LWY.
Ea accdenll
g 1,000,000
BODI LY INJU RY(Per person)
ANYAUTO
$
BODI LY I NJ U RY (Per accident)
$
B
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
30UEGBC3044
01/01/2022
01/01/2023
PROPERTY PAfy1A E
Per accident
X
UMBRELLA LIAR
OCCUR
EACH OCCURRENCE
s 4,000,000
A
EXCESS LIAB
CLAIMS -MADE
30SBWVL4087 Follows Form
01/01/2022
01/01/2023
AGGREGATE
s 4,000,000
DED I x RETENTION $ 10,000
s
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIMB R/PARTNER/EXECUTIVE
(Mandatoryin NH) EXCLUDED?
(Mandatory in NH)
NIA
30WEGAP5J4L
01/01/2022
01/01/2023
X
/� STATUTE ER
EL EACH ACCIDENT
s 1,000,000
E.L DISEASE - EA EMPLOYEE
S 1,000,000
E-L. DISEASE - POLICY LIMIT
1,000,000
$
If yes, describe under
DESCRIPTION OF OPERATIONS below
Each Claim
$2,000.000
p
Professional Liability
MCH591868957
01/01/2022
01/01/2023
Aggregate
$4,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Project Name: SW King County Regional Trail Plan. Poject # OOSEA.00103.00, If required by an insured written contract, executed prior to any loss. STATE
and AGENCY, their officers, employees, and agents are an Additional Insured on a primary and non-contributory basis under the General and Auto Liability
Policies. If required by an insured written contract, executed prior to any loss, Waiver of Subrogation is provided for General, Auto, and Workers
Compensation Policies. Excess Policy follows form over General, Auto, and Employer's Liability Policies. 30 day notice of cancellation, 10 day for
non-payment.
rAnlrCl I ATlnu
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Federal Way
ACCORDANCE WITH THE POLICY PROVISIONS.
33325 8th Ave S
AUTHORIZED REPRESENTATIVE
Federal Way WA 98003
ae
V 99tftf-ZU15 AUUKL) GUKPUKAI WIN. All rignts reservea.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
Amik
Washington State
�. department of Transportation
August 8, 2022
Toole Design Group, LLC
8484 Georgia Avenue, Suite 800
Silver Springs, MD 20910
Subject: Acceptance FYE 2021 ICR — CPA Report
Dear Julie Albright:
Development Division
Contract Services Office
PO Box 47408
Olympia, WA 98504-7408
7345 Linderson Way SW
Tumwater, WA 98501-6504
TTY:1-800-833-6388
www.wsdot.wa.gov
We have accepted your firms FYE 2021 Indirect Cost Rate (ICR) of 179.36% of direct
labor (rate includes 0.02% Facilities Capital Cost of Money) based on the "Independent
CPA Report," prepared by Stambaugh Ness. This rate will be applicable for WSDOT
Agreements and Local Agency Contracts in Washington only. This rate may be subject
to additional review if considered necessary by WSDOT. Your ICR must be updated on
an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based
on the terms and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with the firm is
responsible for determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 705-7019 or via email
con sultan tratesr-wsdot.wa. ov.
Regards:
PIKK- NSON
Contract Services Manager
EKJ:ah