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AG 22-117 - TRANSPO GROUP, USARETURN TO: PW ADMIN EXT: 2700 ID #: 4145 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLICWORKS/ENGINEERING DIVISION 2. ORIGINATING STAFF PERSON: John Cole EXT: 2718 3. DATE REQ. BY: 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 0 PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL El OTHER Local Agency A&E Prof Service Agreement 4. PROJECT NAME: SR 99 at S 373 RAB 5. NAMEOFCONTRACTOR: Trans o Group USA, Incorporated ADDRESS: 12131 113th Ave NE #203, Kirkland, WA 98034 TELEPHONE: 425-896-5230 E-MAIL: ion,pascal0..transpoaroup.com FAX: SIGNATURENAME: Jon Pascal, PE TITLE: Principal 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES El COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL EXP. 12/31/ UBI # 603 258 009 , EXP. 12/31 �22 + 7. TERM: COMMENCEMENT DATE: W46A2-2" to tN ��' .� COMPLETION DATE? r (a13C a 8. TOTAL COMPENSATION: $ 1>4J , t)\N -\IA (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR -HARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: [a YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES © NO IF YES, S. PAID BY: ❑ CONTRACTOR ❑ CITY _ RETAINAGE: RETAINAGE AMOUNT: _ ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE T0, 1, ✓ ado ZZ j ' 2,Ll o - 4)" 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 11 PROJECT MANAGER Jc er25i22 d DIVISION MANAGER 6 DEPUTY DIRECTOR DSW 9/22/22 A DIRECTOR —_ ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT KVA 10/5/2022 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING A SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC, D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMIND ER/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 ❑ LAW DEPT 6 SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK j; t Z YviL /' ❑ ASSIGNED AG # AN — ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE ^ 1 " ORIGINALS 1 /2020 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): Transpo Group USA, Incorporated Address Federal Aid Number 12131 113th Ave NE #203, Kirkland, WA 98034 V .rr. UBI Number Federal TIN or SSN Number 603258009 1-71b — f 5'27 2— Execution Date Com I ion ate P ao21�� zS 1099 Form Required Federal Participation ❑ Yes ❑/ No _❑i Yes ❑ No Project Title State Route 99 at S 373 St Roundabout Description of Work Transpo Group USA, Inc. (Transpo) and its subconsultants will provide engineering design support to the City of Federal Way for the design of roadway and intersection improvements at State Route (SR) 99 (Pacific Highway South) and S 373rd Street. Transpo and its team of subconsultants are together referred to as "Consultant" in the following scope of services- The e Consultant will work in coordination with the City to provide a consistent overall project design across all engineering disciplines and project tie-in points. ❑ Yes ❑i No DBE Participation Total Amount Authorized: $322,011.14 ❑ Yes ❑i No MBE Participation Management Reserve Fund: ❑ Yes Q No WBE Participation ❑ Yes ❑i No SBE Participation Maximum Amount Payable: $322,011.14 Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency ABE 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: Local Agency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 02/01/2021 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 snail, return receipt requested, or (ii)-by email or facsimile, to the address set forth below: If to AGENCY: Name: John Cole Agency: City of Federal Way, Public Works Dept. Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: john.cole@cityoffederalway.com Phone: 253-835-2718 Facsimile: N/A IV. Time for Beginning and Completion If to CONSULTANT: Name: Jon Pascal, PE Agency: Transpo Group USA, Incorporated Address: 12131 113th Ave NE #203 City: Kirkland State: WA Zip: 98034 Email: jon.pascal@transpogroup.com Phone: 425-896-5230 Facsimile: N/A 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: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Agreement Revised 0210112021 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 II, "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_IR schedule in the format required by the AGENC_ Y (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: ConsultantRatesCawsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their A&E sub -consultants 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: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 02/01/2021 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" ofthis 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 5 of 14 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 shaiI contain all applicable provisions of this AGREEMENT, and the CONSUL1IANT 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 Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 0210112021 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 2000d4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • 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 • 49 CFR Part 21 • 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 Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 7 of 14 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 02/01/2021 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-harmlessfromall claims, demands, or -suits -at -haw -or -equity arising in - whole -or4n 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. Agreement Number: Local Agency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 02/01/2021 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 Als 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: John Cole, Project Manager Agency: City of Federal Way, Public Works Dept. Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: john.cole@cityoffederalway.com Phone: 253-835-2718 Facsimilc: N/A 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 02/01/2021 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 terns 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 "G-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. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 02/01/2021 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-siric-test-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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 02/01/2021 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'sroprietary 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, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 02/01/2021 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. 5igna slgvt 10/07/22 Date Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 14 of 14 See attached, Exhibit A. Exhibit A Scope of Work Project No. Agreement Number: Exhibit A - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 See attached, Exhibit B_ Exhibit B DBE Participation Agreement Number: Exhibit B - 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 part of scope. B. Roadway Design Files AutoCAD 2020 Civil 3D 2020 Roadway Design Files shall be provided as part of the CAD file submittal, along with any other design files prepared by the Consultant. C. Computer Aided Drafting Files AutoCAD 2020 Civil 3D 2020 Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Pagel of 4 D. Specify the Agency's Right to Review Product with the Consultant The Agency reserves the right to review the Consultant's work product at any time during the project. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic versions of deliverables (reports, plans, contract documents, etc.) shall be provided to the Agency (in PDF format, as well as editable electronic formats) at the 30% completion stage, 85% completion stage, 100% completion stage, and final documents for bidding. F. Specify What Agency Furnished Services and Information Is to Be Provided The Agency will provide survey CAD files. Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4 II. Any Other Electronic Files to Be Provided Electronic deliverables include digital photos (.jpg), Microsoft Project Schedules (.mpp), scanned or electronic documents (.pdf, .doc, As, etc.) III. Methods to Electronically Exchange Data Data is to be transferred by email, or file transfer sites. Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 3 of 4 A. Agency Software Suite The City of Federal Way software suite is Microsoft Office. The City of Federal Way operating system is Windows 10. The City of Federal Way uses B1ueBeam Revu. B. Electronic Messaging System The City of Federal Way email software is Microsoft Outlook. All emails are subject to public records requests. C. File Transfers Format See previous sections. Exhibit C - Local Agency ASE Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 4 of 4 See attached exhibit B. Exhibit D Prime Consultant Cost Computations Agreement Number: 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 exhibit B. Agreement Number: Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit F - Title VI 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. 6. 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 Agreement Number Plus Fixed Fee Consultant Agreement 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). Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 0210112021 Exhibit G-1(a) Exhibit G-1(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Exhibit G Certification Documents Certification of Consultant Certification of City of Federal Way Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Number: Exhibit G -Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 Transpo Group USA, Incorporated whose address is 12131 113th Ave NE #203, Kirkland, WA 98034 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 Washington State Department of Transportation 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. Transpo Group USA, Inc. Consultant (Firm Name) Sign a uthorized Official of Consultant) Date Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Exhibit G-1(b) Certification of City of Federal Way I hereby certify that I am the: Q 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 Washington State Department of Transportation 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: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02 O112021 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. r Transpo Group USA, Incorporated Consultant (Firm Name) 01 5igna uthorized Official of Consultant) Date 10/07/22 Agreement Number: Exhibit G - Local Agency A$E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02101/2021 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. Transpo Group USA, Incorporated Consultant (Firm Name) Signature (P,04orized Official of Consultant) Date 10/07/22 Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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 SR 99/373 Roundabout * are accurate, complete, and current as of August 25, 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: Transpo Group USA, Incorporated 10 Signatur Date of Execution***: Principal 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: 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 professi al liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance o this Agreement is amended to $ The CONSULTA shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ Such insurance coverage all be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an i evocable Letter of Credit from a qualified financial institution. Self-insurance through documents i n of a separate fund established exclusively for the payment of professional liability claims, including claim amo is already reserved against the fund, safeguards established for payment from the fund, a copy of the latest ann financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Pro � OT USED $1 million per occurrence to the Federal Highway ALW 111111J LL UL1 V11 `1 11 ..L LJ If FHWA approval is obtained, the AGENCY ma 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 • For final contracts, include this exhibit. I by the AGENCY as specified above exceed greater, then justification shall be submitted .— A.o m.mmnm mm.ron ra E-4 Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1 Exhibit 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 I 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 shouldbe represented by their project managerarrd anypersonnel{inchiding-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: Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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: Exhibit 1- 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�he--cansultant 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: Exhibit J - Local Agency A&E Professional Services Cost Pius Fixed Fee Consultant Agreement Revised 0210112021 Pagel 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 Tegardingthe-consultant's-claims} Indude the final dollar amount of lhc�aceepted elaim(-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: Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 2 Exhibit A —Scope of Services Client Name: City of Federal Way _ Project Name: State Route 991 S 373rd Street Roundabout Improvements Exhibit Dated: August 1B,_2022 TG: 1.22060.PR Scope of Services Transpo Group USA, Inc. (Transpo) and its subconsultants will provide engineering design support to the City of Federal Way (City) for the design of roadway and intersection improvements at State Route (SR) 99 (Pacific Highway South) and S 373rd Street. Transpo and its team of subconsultants are together referred to as "Consultant" in the following scope of services. The Consultant will work in coordination with the City to provide a consistent overall project design across all engineering disciplines and project tie-in points. Task 01— Project Management A. Project Administration The Consultant project manager will coordinate with the City's project manager and each of the subconsultants on a regular basis throughout the duration of the project. The coordination will address project scope/status, budget, schedule, meetings, data collection, and planned stakeholder outreach efforts. Primary coordination efforts will be via telephone calls, and email, as appropriate. B. Progress Reports and Invoices The Consultant will prepare monthly progress reports and invoices. C Meetings The Consultant will prepare for and attend virtual (assumed 15) and in -person (assumed 5) project meetings with City staff, as necessary. Specific subconsultants will be identified for participation in each meeting based on the topic(s) to be discussed. The Consultant will coordinate with the City to determine the most appropriate type of meeting (virtual or in -person) based on the topic(s) to be discussed. Assumptions • The City's project manager will regularly keep in contact with the Consultant and communicate internally to City staff on progress and schedule • In -person project meetings will be held at the City of Federal Way's office and/or the project site and attendance will be limited to design disciplines directly under discussion that week. Consultant Deliverables • Notes, emails, or other summaries of communication upon request. • Monthly progress reports and invoices. Task 02 — Data Gathering A. Historical Information Review The Consultant will review historical information available from previous City or other stakeholder projects in the vicinity of the project. Data is anticipated to include traffic data and modeling. New traffic count data will be collected, including daily traffic and vehicle classification counts along SR 99, and AM and PM peak hour turning movement counts at the SR 99 / S 373rd Street intersection. Historical collision data will be reviewed for the intersection to understand potential safety issues. The data is also necessary to support the completion of an Intersection Control Evaluation (ICE). Assumptions • The City will provide available historical data, such as traffic data • The City will provide historical collision data B. Wetland/Waterway Delineation (Landau) The Consultant will conduct wetland and waterway delineation using guidance provided in the 1987 US Army Corps of Engineers (USAGE) Wetlands Delineation Manual, the 2010 Regional Supplement, and the Washington State Department of Ecology's (Ecology's) Determining the Ordinary High Water Mark for Shoreline Management Act Compliance in Washington State guidance. The Consultant will compile and review environmental information from readily available, public domain resources to gain a general understanding of potential wetland and waterway issues at the project site. Public domain resources include, but are not limited to: • Natural Resources Conservation Service Soil Survey data • National Wetlands Inventory mapping Federal Emergency Management Act floodplain mapping Local critical areas mapping • US Geological Survey topographic mapping, and • Recent aerial photography. • Previously completed wetland/waterway reconnaissance completed by the Consultant The field investigation will include an examination of vegetation, soils, and hydrology within the subject parcels. Flagging will be placed along the wetland/waterway boundaries and will be confined to the project area. Any wetland/waterway habitat within 225 feet that extends beyond the subject parcels will be estimated both visually and using public domain resources in order to assess wetland/waterway extent. Flagged wetland/waterway boundaries will be surveyed for incorporation into project design plans Wetlands will be rated in accordance with Ecology's Washington State Wetland Rating System for Western Washington —,and -buffer widths-wil-be-determined in -compliance -with- the- Cr4iical-Ar-eas-Regulations .—Stream- typing and buffer widths are based on Chapter 19.145 of the City of Federal Way Municipal Code and the water -typing system presented in Chapters 222-16-030 and 031 of the Washington Administrative Code (WAC). Assumptions • Right of entry to project area parcels will be provided to the Consultant. • This task includes survey subcontractor to provide mapped location of wetland/waterway boundary flagging. • Wetland ratings will be completed using the Ecology WATOR Wetland Rating Tool. Consultant Deliverables • AutoCAD file of wetland/waterway critical areas flagging C. Geotechnical Engineering (Landau) The Consultant will review available geotechnical information, conduct subsurface investigations and laboratory testing, and complete a geotechnical report summarizing the findings and geotechnical recommendations, as they apply to the proposed project, in coordination with Washington State Department of Transportation (WSDOT), American Association of State Highway Transportation Officials (AASHTO), and Federal Highway Administration design requirements. Site Review and Field Exploration Planning The following elements are included: • Data Review: Gather and review readily available published geotechnical and geologic subsurface information 2 Site Visit: Visit the project site to observe existing site conditions and site access for the field explorations. Mark and reference proposed boring locations. Field Exploration Plan: Prepare a geotechnical exploration plan that identifies the location and depth of the borings that will be advanced. The plan will include review of potential adjacent contaminated sites and implementation of a contaminated field screening program. The exploration plan will be provided to the City for review and approval. Traffic Control: Submit a traffic control plan for review by the City prior to commencing field work activities. Health and Safety Plan: Prepare a health and safety plan for use by Consultant personnel during field activities. • Drilling Coordination: Prepare subcontracts and coordinate schedules with drilling, utility locate, and traffic control subcontractors. Acquire right-of-way (ROW) permits from the City for work performed adjacent to SR 99. Field Explorations, Site Reconnaissance, and Laboratory Testing The following elements are included: Field Explorations: Complete a field exploration program consisting of four hollow -stem auger borings. The Consultant has assumed borings will be advanced up to 30-feet each for a total drilling footage of 120-feet. Borings will be advanced adjacent to proposed stormwater facilities, retaining walls, and areas identified for embankment widening. Installation of open standpipe piezometers in the borings for subsequent monitoring of groundwater levels in the vicinity of the proposed infiltration/detention facility location is excluded; however, the observed depth to groundwater at the time of drilling will be recorded. Borings penetrating the pavement will be advanced in the center of the traveled lane or on the shoulder and patched with fast -setting concrete. A representative of the Consultant, working under the supervision of a geotechnical engineer, will monitor the explorations, obtain representative soil samples, and prepare field logs of the conditions observed. Samples will be transported to the Consultant's soils laboratory for testing and classification. • Site Reconnaissance: T� Constant wilt conduct a geologic reconnaissance of the steep slopes at/near the project site to assess the potential for geologic hazard areas in accordance with Title 19 of the FWRC. Laboratory Testing: Geotechnical testing will be completed to help classify soil and determine pertinent soil properties. Testing will include 8 moisture content determinations, 4 index tests (grain size analyses and/or Atterberg limit determinations), 4 combined grain size analyses, and 3 California Bearing Ratio (CBR) tests. Hazardous Materials Field -Screening: Prior to implementation of geotechnical field investigation program, the Consultant will conduct a screening -level review of adjacent properties along the project corridor as part of the hazardous material linear corridor study task. Properties with potential contaminant releases into the public right-of-way or into areas of right-of-way that will be acquired will be flagged. Geotechnical borings adjacent to those locations will undergo field - screening for potential contaminated materials during the investigation. The Consultant's environmental professional will field screen potential contaminated soil and groundwater using standard field observation methods including visual and olfactory observations indicative of the presence of contamination. In addition, field screening will include petroleum sheen testing and vapor screening with a photoionization detector (PID) or similar equipment as needed. The hazardous material field -screening during the geotechnical field investigation will not include physical environmental sample collection or laboratory analytical analysis. The intent of the initial field screening is to gather preliminary planning information only. If contamination is found to be present during the geotechnical field investigation, an additional follow up environmental investigation may be warranted and would be provided under a separate scope. Geotechnical Engineering Analysis and Reporting The Consultant will analyze data obtained from the review, field exploration, and laboratory testing program to assess the geotechnical feasibility of project elements including retaining walls, stormwater management, and embankment widening. The results of the Consultant's analysis will be used to prepare a 3 geotechnical engineering report that will provide conclusions and recommendations in support of the design. The report will include: • A site map showing the approximate locations of the explorations. Borehole logs with pavement depth (if applicable), soil classifications, and groundwater observations. • Seismic design parameters (spectral acceleration coefficients and Site Class) for structures using map -based methods in accordance with AASHTO guidance. • A discussion on the feasibility of retaining walls at the project site. The Consultant will provide design recommendation for up to two (2) wall types in accordance with AASHTO Load and Resistance Factor Design and the 2022 WSDOT Geotechnical Design Manual, including recommended soil parameters, resistance factors, and earth pressure coefficients. • An evaluation of widened embankment settlement and stability, including recommendations for permanent slope inclination. • An assessment of the feasibility of infiltrating stormwater on the project site. The Consultant will provide infiltration rates determined by correlation to grain -size characteristics only. Field infiltration testing and wintertime groundwater monitoring is excluded. • Design pavement sections in accordance with the AASHTO Guide for Pavement Design. The Consultant will provide up to two (2) pavement sections (flexible or rigid) based on traffic loading information and the results of CBR tests. • An assessment of geologic hazard areas at the project site in accordance with Title 19 of the FWRC. • General recommendations for earthwork construction, including the suitability of project site soil for use as structural fill, depth to groundwater, dewatering considerations, maximum temporary excavation slope inclination, and feasible shoring types. • A brief summary of the results of the field -screening assessment of hazardous materials. A more detailed writeup will be included under the hazardous material linear corridor study task. Assumptions • Up to two retaining walls may be needed to avoid/minimize impacts to nearby critical areas such as wetlands. • Portland cement concrete pavement is not present at the boring locations. ® The planned explorations do not include an environmental site assessment, and the project site is assumed to be "clean" of hazardous or contaminated materials. • Drilling can be completed on weekdays during daylight hours. • Consultant to provide own traffic control. • Consultant to obtain no -fee Right -of -Way permit from the City. • A Right -of -Way permit from the City of Milton will not be required. • A General Use permit from WSDOT will not be required. • Hazardous materials field screening will not include environmental soil or groundwater sampling and laboratory analytical results. • If the site is underlain by glacially consolidated materials, the use of the grain -size based method to estimate infiltration rates of the site soils may over predicate infiltrations rates, and as a result, field infiltration testing may be needed. If needed, this testing would be provided under a separate scope. • Groundwater mounding analysis, if needed, would be provided under a separate scope. Consultant Deliverables • Geotechnical report. 4 Task 03 - Channelization Concept Refinement (Transpo) A. WSDOT Intersection Control Evaluation Based on the results of the previous traffic study prepared by Transpo, the Consultant will prepare an Intersection Control Evaluation (ICE) for the intersection per WSDOT standards. The ICE process is scaled based on the size and complexity of the project. Since the proposed intersection control type is a roundabout, the scope for this project assumes a reduced -scale ICE will be required by WSDOT. While all five (5) steps in the ICE process will be required to fully evaluate all alternatives at the intersection, the level of effort for the traffic operations analysis is anticipated to be less than a full-scale ICE. Per Chapter 1300.05(1) of the WSDOT Design Manual, the following elements will be completed as part of the ICE. Background and Project Needs (Step 1). The existing conditions will be described, including physical characteristics of the intersection, posted speed, average annual daily traffic (AADT) volumes, channelization and control features, intersection operations, multimodal facilities, context, and modal priority. The intersection operations will include evaluation of LOS and vehicle queues. A description of alternatives, project needs, and analysis of performance measures will be provided as well. Feasibility (Step 2). Conceptual layouts of intersection alternatives will be developed to evaluate right of way, environmental, cost, context-sensitive/sustainable design, and geometrics/physical constraints. The feasibility summary will include: • Rights of Way. Summary of right of way requirements and feasibility as well as discussion of the feasibility of acquiring necessary right of way for each alternative. Concept drawings with sufficient detail to identify preliminary grading, hardscape, utilities, environmental impacts, retaining walls, stormwater, buildings, and other fixed objects will be developed. • Environmental Factors. Summary of any known environmental factors that could influence the selected alternative will be identified, including any environmental risks that may substantially increase the cost of the intersection improvement. • Context Sensitive/Sustainable Design. Summary of the effects on the aesthetic, social, economic and environmental values, needs, constraints, and opportunities as part of a larger community setting will be identified and summarized in a qualitative manner. • Cost. Summary of preliminary construction cost estimates prepared by the City for the identified alternatives. Operational and Safety Performance Analysis (Step 3). The traffic forecasts and preliminary intersection operations analysis developed as part of the prior traffic study will be updated and used to evaluate each alternative. The resulting analysis will summarize intersection LOS and queuing by approach for each alternative and scenario. A safety performance evaluation of the signal and roundabout alternatives will be completed based on the WSDOT Safety Analysis Guide. The expected effect of each alternative design on multimodal users will be described. Consideration will be given to items such as pedestrian delay, number of lanes to cross, protected versus permitted turning movements, and motorist approach speeds. Benefit/Cost Analysis (Step 4). The benefit/cost for mobility (change in travel time) and traffic safety (change in expected crash frequency/severity) for both alternatives will be summarized. The analysis will take into consideration costs related to design, right of way acquisition and construction, annual maintenance and operation costs, travel time savings, societal cost savings, and salvage value of right of way, grading and drainage, and structures. Alternative Selection and Documentation (Step 5). The recommended traffic control alternative will be selected based on performance tradeoffs and documented project needs. A draft ICE report will be prepared documenting the background and project needs as well as the feasibility, performance measures and benefit/cost analysis for both traffic control alternatives. The report will be finalized following up to two rounds of review comments from the project team and WSDOT. Assumptions • The City will provide all information on planned development projects and future capital infrastructure projects • The City will provide preliminary construction cost estimates for the identified alternatives • Three (3) submittals to the City and WSDOT are included in this scope Consultant Deliverables • Peak hour traffic volume forecasts • Summary of existing and future peak hour intersection operations for up to three (3) alternative scenarios ICE report document B. Conceptual Access Management Treatments The Consultant will support the City to evaluate various access management treatments along the SR 99 corridor. The Consultant will help identify and evaluate various access management alternatives that would satisfy City and WSDOT design standards and address safety and other project goals. It is anticipated that the City will take the lead on the development of all conceptual layouts and the Consultant's scope will be limited to a support role, identifying alternative concepts, reviewing City -prepared conceptual layouts, and providing input on the alternative to select for final engineering. Consultant Deliverables • Coordination with City to identify access management alternatives • Review of conceptual layouts prepared by the City • Input on selection of access management alternative to select for final engineering Task 04 - Preliminary Engineering (Transpo) A. Roundabout Geometrics Package The Consultant will prepare a horizontal.geornetric layout for the roundabout, incorporating lane use.a.nd pocket lengths identified for the selected intersection control alternative. To support City and WSDOT review of the horizontal geometric layout, the Consultant will prepare a Roundabout Geometrics Package including plans illustrating the horizontal roundabout geometrics, fastest path calculations, vehicle turning templates, sight distance triangles, and other supporting documentation, as required for WSDOT approval. Three (3) iterative submittals to the City and WSDOT are included in this scope of work. Consultant Deliverables • Roundabout Geometrics Package B. WSDOT Channelization PFA The Consultant will prepare the Channelization Plan for Approval (PFA) for improvements along SR 99, per WSDOT standards. The WSDOT Northwest Region PFA Checklist will be used as a guideline for submittal procedures and requirements. The preparation of up to two (2) channelization-related design variances (deviations, exceptions, or justifications) for SR 99 are included in this task. Submittals of the PFA will be prepared to the preliminary, 100%, and final -completion levels. Comments from the City and WSDOT will be reflected in each submittal. Comments will be addressed in a written response letter to be furnished with the second and third submittals. Three (3) submittals are included in this scope. Consultant Deliverables • Channelization Plan for Approval (PFA) sheets • Up to two (2) design variances M C. WSDOT Design Documentation The Consultant will provide design documentation including Summary of Design and Closed Pedestrian Crossing Documentation, if necessary. This is anticipated to include up to three (3) rounds of review, revision, and resubmittal of each document. Consultant Deliverables • Summary of Design documentation • Closed Pedestrian Crossing Documentation Task 05 - Environmental Permitting A. Cultural Resources Technical Report (Steil) The Consultant will conduct a search on Washington Department of Archaeology and Historic Preservation's (DAHP) WISAARD system to identify recorded historic built environment, historic register listed properties, archaeological sites, cemeteries, and previously completed cultural resources assessment in proximity to the project location. The Consultant will review pertinent environmental, archaeological, ethnographic, and historical information appropriate to the project location from a variety of available resources. The goal of background research is to provide contextual information regarding the natural environment and cultural use of the project location, identify recorded cultural resources, and determine the potential for as -yet unrecorded cultural resources to be encountered during proposed project actions. The Consultant will contact the cultural resources staff of tribes that may have an interest in or information regarding the project location. This communication is intended to inform the cultural resources assessment and does not constitute government -to- government consultation. Copies of this correspondence and received responses will be included as an attachment in the cultural resources assessment. The Consultant will conduct field investigations of the project location to identify archaeological and historical resources. Investigation will include pedestrian survey and subsurface excavation in amenable environments that have the potential to contain buried archaeological deposits. Methods will be consistent with DAHP guidelines. The Consultant will document and record identified archaeological and historic sites within the project location on DAHP archaeological and/or historic site(s) forms. All identified resources will be photo - documented and recorded in the field. Archaeological materials or deposits will be documented and reburied, if appropriate, within the find location. Cultural resources will be evaluated for significance following local, state, and/or national significance as appropriate based on the project's regulatory nexus. Documentation will be consistent with DAHP standards and will be completed on DAHP's WISAARD system. The Consultant will prepare a technical memo describing background research, field methods, results of investigations, and management recommendations. The report will provide supporting documentation of findings, including maps and photographs, and will conform to DAHP reporting standards and the appropriate requirements based on the regulatory nexus. Report and support materials will be provided electronically in PDF format. An inadvertent discovery protocol and primary contacts will be provided as an attachment in the assessment. This task includes one (1) round of consolidated comments from the City prior to the submission of the final report to DAHP. The Consultant will assist the client in submitting the cultural resources assessment and any associated documentation to DAHP, via their WISAARD system. Note that no cultural resources study can wholly eliminate uncertainty regarding the potential for prehistoric sites, historic properties or traditional cultural properties to be associated with a project. The information we will present within our reports is based on our years of experience and professional opinions derived from the analysis and interpretation of the documents, records, literature, and information we are able to identify and use within our report, and during our field investigation and observations to be conducted in the process of preparing our technical report. The conclusions and recommendations we present will apply to the project conditions existing at the time of our study and those reasonably foreseeable. Assumptions ■ The area to be investigated is clear of excess vegetation such that the Consultant archaeologists will be able to walk appropriately spaced transects with minimal path clearing. • No more than one (1) unrecorded archaeological site and two (2) unrecorded historic sites will be identified. • No more than twelve (12) shovel test probes will be required. • Additional services for impact mitigation regarding archaeological or historic sites are excluded. ■ The area to be investigated is safe for the Consultant archaeologist to enter and free of contaminants, health hazards, and other unsafe working conditions. • If human remains are found within the project area, all Consultant field investigations will cease immediately, proper authorities will be notified and the Consultant will not resume field investigations until applicable state laws are addressed. The City will submit the cultural resources report to DAHP (cover page provided; however, the City should include their own cover letter requesting review) within 30 days of receipt of final report. Consultant Deliverables • Cultural resources report B. WetlandlWaterway Critical Areas Report (Landau) Consultant will prepare a wetland/waterway critical areas report describing impacts and mitigation. Areas of impact will be calculated in Auto CAD and will be summarized in the critical areas report described below. Consultant will support the City in determining adequate impact avoidance measures. A conceptual compensatory mitigation plan will be developed by Consultant for unavoidable impacts to wetlands/waterways and associated buffers. The conceptual compensatory mitigation will include use of mitigation bank credits for permanent impacts. Consultant will prepare a draft Wetland and Waterway Critical Areas Report in a format acceptable to the City and other regulating agencies that will include: • A Summary of the methodology used • The size and rating of each wetland and waterway; a characterization of wetland vegetation, soils, and hydrology; and field data sheets • A scaled site map showing the locations of wetland/waterway boundaries and buffers, locations of wetland data plots, and site topography • Summary of mitigation sequencing. • Supporting photographs The draft report will be provided to the City for review. Comments will be reviewed and incorporated into a Final Wetland and Waterway Delineation Report. Assumptions • The City will provide Landau the calculation of the area of impacts to wetlands/waterways and associated buffers based on the 30 percent project plans. • Purchase of bank credits from the Port of Tacoma Upper Clear Creek Mitigation Bank to mitigate for all permanent wetland/buffer impacts. • The City will pay mitigation bank credit fees. • Thirty percent design plans will be suitable for impact calculation and development of conceptual mitigation plans. Consultant Deliverables a Wetland/Waterway Critical Areas Report C. Biological Assessment (Landau) Consultant will prepare a BA for selected species federally listed as threatened or endangered in the action area under the ESA and EFH Evaluation for the proposed project. Consultant will obtain updated species lists from agency websites, request site -specific species and habitat information from the WDFW priority habitats and species database, and review information from the Washington Natural Heritage Program. Evaluation of specific project details, such as construction techniques and equipment used, timing of construction, and best management practices (BMPs) will be based on information provided by the City. The report will establish the project action area, which incorporates the furthest extent of both aquatic and terrestrial impacts. Appropriate environmental baseline information and species history will be summarized in the BA. A determination of "no effect' (NE) is anticipated. The project is not expected to impact EFH. Consultant will prepare a draft BA and EFH for review and comment by the City, and then a final document. Assumptions • A completed WSDOT Endangered Species Act Stormwater Design Checklist for Western Washington will be provided to Consultant. • The BA will be drafted using current the WSDOT template. • WSDOT BA preparation procedures for calculating the extent of aquatic impacts will be used, including application of the HI -RUN dilution software model. • Updated WSDOT BA preparation guidance regarding stormwater impacts is expected in June 2022 and will maintain the requirement to provide HI -RUN modeling results for receiving waterbodies and include evaluation of effects extending to nearest saltwater body. • Meetings with agency staff from the U.S. Fish and Wildlife Service or National Oceanic and Atmospheric Administration Fisheries are not included in this scope of work. Design and construction details required for permit applications will be provided to the Consultant biologist. Such elements include, but are not limited to, stormwater drainage report, temporary sediment and erosion control plan, proposed construction timing, sequencing and duration, and primary types of construction equipment to be used. • This scope of services does not include efforts to perform a 6-month update of species listings. • Budget and scope d❑ not include monitoring of any federally listed or state listed species-durMg— - construction activities. Should any monitoring of these species be required, an addendum to this scope and budget can be prepared. Consultant Deliverables Biological Assessment report D. Hazardous Materials Linear Corridor Study (Landau) Consultant will conduct a screening -level assessment of sites along the project corridor for the potential presence of contamination. The screening -level assessment for the project corridor will include the following components: • Reviewing available aerial photographs to assess past uses of the project corridor and adjacent properties from the present back to their first developed use, or back to 1940, whichever is earlier. • Reviewing listings from a subcontracted database service (Environmental Data Resources Inc.) of confirmed and suspected contaminated sites within a 1-mile radius of the project corridor abstracted from US Environmental Protection Agency, tribal, and Ecology environmental databases. • Reviewing reports documenting previous environmental investigations completed at sites along the project corridor (if available from the City, Sound Transit, and/or WSDOT). • Conducting a site reconnaissance of the project corridor to observe current land use activities and environmental conditions visually and physically. • Consultant will request and collect information from Ecology as needed to further evaluate the sites of potential hazardous and problem waste concerns for the project that were identified in the regulatory database search or site reconnaissance. This task will include if necessary: o Visiting Ecology's Northwestern Regional office in Bellevue, Washington to review documents available from the agency files and to request copies of relevant information related to environmental conditions at sites along the project corridor. o Reviewing the available documents/information. The data collected will be summarized in a technical memorandum. Assumptions • A Hazardous Materials Discipline Report to address Hazardous and Problem Waste may be required by WSDOT based on its review of the preliminary NEPA CE form. Preparation of a Hazardous Materials Discipline Report is not included in this scope of services. The level of detail and report format for a Hazardous Materials Discipline Report is dependent on the project activities, and type and number of potential hazardous material impacts identified. A scope and cost estimate to complete a Hazardous Materials Discipline Report, if required by WSDOT, will be provided following receipt of review comments from WSDOT regarding the preliminary NEPA CE form. • The hazardous materials corridor screen technical memorandum will not meet the requirements of a Phase I Environmental Site Assessment under ASTM E1527-13. • Building interiors will not be accessed as part of the site reconnaissance. • Conditions at immediately adjoining properties may not be observable from accessible from public access areas and, as a result, may not be identified during the site reconnaissance. Consultant Deliverables • Screening -Level Hazardous Materials Linear Corridor Report and Environmental Assessment technical memorandum. E. Joint Aquatic Permit Application (Landau) Consultant will prepare the Joint Aquatic Resource Permit Application (JARPA) for submittal to regulatory agencies. The JARPA form will be submitted to the USACE for Section 404 permitting, and the City in support of critical areas compliance. Contents of the JARPA will also be uploaded to the WDFW APPS website to support application for Hydraulic Project Approval. The application will include JARPA figures prepared by Consultant and design sheets in a format acceptable to the regulatory agencies. Assumptions • The proposed improvements will comply with the provisions of the USACE Nationwide Permit • JARPA figures submitted to the USACE must fit on letter -size paper (8.5 X 11 inches), and be reproducible in black and white • The City will provide project plans and cross sections in AutoCad and Adobe PDF format • The City will pay all applicable permit application fees. Consultant Deliverables • JARPA form and figures F. SEPA Environmental Checklist (Landau to Support City) Landau will assist the City, as requested, during preparation of the State Environmental Policy Act (SEPA) Checklist for the project. Our budget for this task assumes a relatively limited level of effort to support the City during preparation of the SEPA Checklist in review/comment on the project's effects on elements of the environment. The City will prepare a project SEPA checklist. • The City will provide a SEPA Checklist to Landau in Microsoft Word format. Consultant Deliverables • SEPA Checklist with comments/edits in track changes G. WSDOT NEPA CE Form (Landau) If federal funding is provided for the project, Consultant will prepare a preliminary version of the WSDOT Local Programs National Environmental Policy Act (NEPA) Categorical Exclusion (CE) Form (formerly the Local Agency Environmental Classification Summary [ECS]). The purpose of the preliminary NEPA CE form 10 is to facilitate discussion with WSDOT Local Programs to determine subsequent NEPA compliance needs in anticipation of federal funding support for the project. To complete the preliminary version of the CE form, we will compile and review environmental information from readily available public domain resources to gain a general understanding of relevant environmental resources along the project corridor. A final version of the CE Form will be prepared following completion of supporting environmental evaluations included in this scope of work. Assumptions • The proposed project will receive funding from FHWA administered through WSDOT Highways and Local Programs. • The proposed project will be determined to be a Class II Documented Categorical Exclusion (DCE) and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. • The City will prepare supporting documentation for Environmental Justice. • Air quality, Section 6(f), sole source aquifer, and floodplain analyses will be documented in the CE Form. Individual discipline reports and modeling/impact evaluation efforts will not be required for these elements of the environment. • NEPA documentation prepared in association with federal funding will be adopted as the State Environmental Policy Act (SEPA) environmental analysis pursuant to WAC 197-11-630. Consultant Deliverables • WSDOT NEPA Categorical Exclusion Form H. Noise Technical Report (Landau) If federal funding is provided for the project, Consultant will conduct a traffic noise analysis in accordance with the 2020 WSDOT Traffic Noise Policy and Procedures manual. A traffic noise analysis is required for federally funded projects that include, in part, significant alteration to the vertical and/or horizontal alignment of an existing highway (i.e. Type 1 Project). The noise study will be conducted to meet the requirements of the Federal Highway Administration (FHWA) and shall follow the 2020 WSDOT Traffic Noise Policy. This effort will require the following activities: • Site Reconnaissance. An initial site visit will be performed to identify potential noise sensitive receptors along the project corridor. • Pre -Consultation with WSDOT. Before conducting field work or TNM noise model development, we will consult with WSDOT noise specialists to confirm the appropriate number of modeling receptors and noise validation measurement locations. • Noise Measurements for TNM Model Validation: Noise measurements for the proposed project will be collected along select existing and proposed roadway segments that may be affected by the proposed project where frequent human use is likely to occur. Data collection will be used for model validation as part of the Noise Assessment. • Noise Assessment: Noise levels shall be predicted for the existing road (the "no -build" alternative) and one "build" alternative. The City planning department will be consulted to determine the locations where dwellings have been issued building permits in currently vacant lots adjacent to the roadway. A land use inventory shall be performed to identify the existing and currently -permitted future noise -sensitive land uses and to assist in selection of noise modeling locations. Representative receiver locations shall be modeled for prediction of noise levels and determination of noise impacts. Consultant will incorporate provided traffic data into the model. The traffic noise impact criteria against which the Project traffic noise levels are evaluated are taken from WSDOT's 2020 Traffic Noise Assessment & Abatement Policy guidance manual. • Noise Barrier Analysis: If the noise analysis indicates impacts in areas where noise barriers (or building acoustical insulation) is constructible, then we will use the TNM model to design the height and length of noise barrier walls that satisfy WSDOT's acoustical feasibility criteria. For each wall we will estimate the construction cost by using WSDOT's unit cost factor, and we will determine the 11 economic reasonableness based on the number of benefited homes shielded. Based on inspection of preliminary aerial photographs, for budgetary purposes we assume will evaluate up to 6 separate noise walls. We will coordinate with the civil engineering design team to provide the required heights, top elevations, and lengths of each noise wall that satisfies both the feasibility and reasonableness criteria. Noise Discipline Report: Consultant will compile a technical report summarizing the findings of the noise study. The contents shall include land use in the area, existing noise conditions, methods of analysis, impacts and all evaluated noise mitigation measures. Mitigation cost estimates shall be included. Construction noise impacts shall be discussed. The report shall include maps of the existing and proposed alignments and existing and future land uses on a scale vicinity map. Comparative tables shall be prepared to aid in understanding Project impacts and mitigation. A draft report will be submitted to the City for review. Based upon the comments, Consultant will revise the report and a WSDOT-review draft copy will be delivered to WSDOT, and will respond to WSDOT comments to prepare the final report. Assumptions • Traffic noise evaluation will be prepared as part of anticipated federal funding and the project conforms to a Type 1 project in accordance with the 2020 WSDOT Traffic Noise Policy and Procedures manual. • Consultant will collect field noise measurements for no more than 3 receptor locations. • Peak hour Existing Year, No Build and Build Year traffic volumes will be provided to Consultant. • Consultant will provide a letter for the City to distribute to noise sensitive receptor locations (i.e., residences, businesses, etc.) seeking permission to complete noise field measurements. • Efforts to collect noise measurements from building interiors or balconies is not included in this scope of services. Consultant Deliverables • Noise technical report I. Agency Coordination (Landau) Consultant will assist in scheduling and participating in pre -application meetings, as needed, with WDFW, and WSDOT Local Programs to coordinate permit conditions for the project. Consultant will assist the City with response to agency comments on application submittals and will provide support with inquiries on agency status of reviews. Support will be provided via teleconference and email. This task includes participation in up to two meetings. Assumptions • No additional studies will be required as part of the response to agency comments. Consultant Deliverables • Meeting summaries/agency responses provided in e-mail correspondence. Task 06 — Right -of -Way Acquisition The Consultant will lead and provide coordination, appraisal, acquisition, relocation and escrow facilitation services to acquire all necessary property rights. All activities will conform to WSDOT, FHWA and USPAP rules and regulations, as well as City -approved right-of-way procedures. The Consultant will provide advisory and guidance to the design team and the City for coordination with WSDOT. Assumptions • Impacts to property owners will be limited to the corners of the intersection (4 properties). • The City will provide a copy of their approved WSDOT right-of-way procedures. • City will be responsible for any recording, escrow and title fees. 12 • The City will be responsible for preparing all right-of-way plans and right-of-way exhibits. Consultant Deliverables • Appraisal of necessary right of way. • Negotiations and acquisition of property rights for WSDOT certification • Order preliminary title reports, and clear necessary encumbrances to close on property • Right of Way Funding Estimate (RIFE) • Coordination with WSDOT Local Agency Coordinator • Coordination with the title company for closing of the transactions. • Coordination with the City and LAC to achieve right of way certification Task 07 - Final Engineering Design Support A. Traffic Design Support (Transpo) The Consultant will provide design and preparation of engineering plans for roadway illumination design and work zone traffic control design. Submittals of the roadway illumination and work zone traffic control plans will be prepared to the 60-percent, 90-percent, and 100-percent completion levels. Roadway Illumination Design The Consultant will prepare roadway illumination plans, Electrical Special Provisions, and an engineer's opinion of probable costs for illumination improvements along SR 99 for the extents of the roadway improvements. Roadway illumination will be designed to meet current WSDOT and City of Federal Way standards as applicable. Supporting light level calculations will also be prepared and submitted as required for WSDOT and City of Federal Way plan approval. Work Zone Traffic Control iDesi_cLn The Consultant will prepare conceptual staging plans for construction of the proposed improvements. Construction activities are anticipated to be divided into multiple phases. The conceptual staging plans will be submitted with the 60% design package for City review and comment. Following City and WSDOT review and comment on the 60% conceptual staging plans, the Consultant will prepare site -specific work zone traffic control plans for the Contractor's use in constructing the proposed roundabout and roadway improvements along SR 99. Site specific work zone traffic control plans will be prepared per City of Federal Way and WSDOT standards and be submitted with the 90% and 100% design packages. The following services are specifically exclude from this task: temporary illumination design, temporary traffic signal design, haul route plans. Assumptions • The roadway illumination and work zone traffic control plans will be submitted to the City for incorporation into the Contract Plans. • The City will lead the design and preparation of all plans not completed by the Consultant, as required for a complete package. • Special Provisions related to the Consultant's work items will be prepared and submitted to the City for incorporation into the Contract Documents. The City will lead compilation of the Contract Documents. • The City will lead the coordination of plan submittals with WSDOT Consultant Deliverables • 60-percent, 90-percent, and 100-percent completion level plans • Supporting roadway illumination calculations • Special Provisions related to the Consultant's work items ROM opinion of construction cost for the Consultant's work items 13 A. Stormwater Drainage Design Review and Support (Landau) The Consultant will provide design review support to the City to facilitate stormwater drainage design on behalf of the project. The City will take the lead on development of stormwater design concepts applicable to the project and the Consultant's role will be one of review, comment, and general support. The Consultant drainage engineer will attend up to two remote meetings with City drainage staff to review and discuss drainage alternatives. The Consultant will assist City Staff with: • Planning -level design review of stormwater treatment facilities based on current City requirements • Review of conceptual routing of stormwater conveyance structures (catch basins, pipes, swales, etc.) • Review of conceptual sketch of stormwater management structures • Review on planning -level construction cost estimates = Review of the stormwater drainage plans, specifications, estimates (PS&E) and associated stormwater drainage reports. Assumptions = The City will act as the stormwater design lead. • The City will be the primary author of all required design plans, specifications, engineer estimates (PS&E), and reports related to stormwater drainage for the project. • The Consultant role is design reviewer and support to the City to complete the required stormwater drainage design for the project. • The Consultant will not be required to provide the following as primary author: PS&E, drainage reports, stormwater technical information reports (TIR), or Construction Stormwater Pollution Prevention Plan (CSWPPP). Consultant Deliverables • Preliminary Stormwater Drainage Design Review Comments/Input • Final Stormwater Drainage Review Comments/Input Task 08 - AutoCAD Drafting Support The Consultant will provide AutoCAD drafting support to the City to facilitate production of the engineering design plans. The City will provide clear and concise plan markups for the Consultant to incorporate into the plan set. The City will maintain ownership and responsibility of all design elements for the specific plan set and Consultant staff providing AutoCAD drafting support will incorporate plan markups as shown in the City markups. The Consultant will coordinate with the City, as necessary to gain clarity on specific comments and ensure all comments are incorporated in a manner consistent with the City's intent. The Consultant will provide PDF plans and CAD files, as necessary, for the plan sheets prepared by the Consultant on the City's behalf. The Consultant will also provide a PDF markup of the original City plan markups indicating all comments that were incorporated as requested and an explanation of why specific comments were not incorporated as requested. This scope assumes a total of 48 hours of AutoCAD drafting support will be required of the Consultant. Should additional support be necessary, beyond the 48 hours included in this scope, this may constitute extra services necessitating a change to the scope and fee. Assumptions • This scope is limited to 48 hours of AutoCAD drafting support • The City will maintain ownership and responsibility of all design elements for the specific plan sheets the Consultant provides AutoCAD drafting support for, including the stamping of the plans • The City will provide all design and plan sheet files in AutoCAD format • The City will provide clear and concise plan markups to the Consultant Consultant Deliverables • Plan sheets prepared on the City's behalf, in PDF and AutoCAD format • Responses to all plan markups indicating which comments were incorporated as requested. 14 Assumptions The scope of services assumes the following: • The Consultant is entitled to rely upon the completeness and accuracy of information and services furnished by the City. • All other deliverables besides AutoCAD files will be provided electronically via PDF and in their original file format. • All relevant base mapping and survey data will be provided by the City. Topographic survey basemaps within the project limits shall include an as -built of existing roadway features and proposed features including overhead and underground utilities, structures, ditches, roadway centerline with stationing, and right-of-way and easement boundaries. Topographic survey information shall be provided to the Consultant in AutoCAD format. ■ All public outreach activities will be led by the City. • The City will lead the design of channelization and signing, RRFB, paving, grading, drainage, landscaping, site prep/TESC, utility relocation, ROW, cost estimates, and preparation of the Contract Specifications including bid forms and Division 1 of the specifications. 15 Transpo Group USA, Inc Cost Estimate Worksheet transpo _ ro-up or 7 122060. no -Ci ly of Fcrit i Wary SEi 097373rd ltou ridapoul Ina rroyercrrrnls Pay rates are effective from April 2. 2022 through June 30, 2023, within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Labi e 9 70 11 12 13 14 15 16 17 18 1'' 20 21 22 23 74 25 26 27 29 29 36 31 32 33 34 35 36 37 38 35 4C Air. job INC cost nia Project F.1at1:i of 4ualrty Control Lead En DI PF er Prr KT En-prlllrr CAC Support Operaiiii Enomeer CAQI Gcaphw; Project Admin Project Admin JCP RP BK I Vbl JK iKit CO APAC I C F Print L7 PF"rt L7 Ern L5 Eng L2 An I L t 1 Enij L5 PA L4 PA La PA L3 $1D5-06 S84.86 564.66 542.31 $37.50 1 S62.02 SA2-55 S57.2t 3410.E3 41 Am3k Subtask A Proiect Admimelrauon 6 32 40 SZ910 5,1 BPrI>Qress Palwnli and I—N 12 12 24 S1.462 Subtask C: Meebn 7 16 30 46 S3,621 9 50 Sutva. A Hligorical Informalian Rer• ]f Subtask B: Wedand/Watemay Delineation 0 $0 Subtask C Geolechnoal Engineering o so 0 sc emww Reaw--b Subtask A. WSDOT Intemcclion Control Evaluation (ICE] 8 1 20 16 68 113 S7,113 Subtask B: Conecptual Access Management Trgabnonl! 4 8 2 14 S1,062 U $0 I31aP 1M • Ptlly rnYhl R - Subtask A: Roundabout Geomelncs Package 4 4 28 48 84 S4,601 Subtask8 WSDOT Channehzavon Plan for Approval 4 a 40 80 128 Si SubtaskC WSDOT Design Documentation 2 2 28 40 72 S3,883 0 $0 - Subtask A Cultural Resources Techn—I Report 0 sr. Subtask B' Wegand/yyalerxa Cnbral Areas Report 0 so Subtask C: Biological Assessment o s0 Subtask D Hazardous Matcnals Linear Comdor Stud 0 So Subtask E Joint Aquatic Pcrmu Application 0 1 so Subtask F SEPA Ennronmental Checklist 0 So Subtask G: WSDOT NEPA CE Form 0 So SYb:PIx H' r:glie r� 0 so Subtask I Agency Coordinat— 0 $0 D s0 7a.0 or, - rt nor-w. +tiRgdltkH Mght-of-Way Accmed,on Tuk 7' • Fi EnphMen Skutt n_niu — - ssi A iro- ;:,, -c r-• s--! a 1 A8 141J 2C8 311 780 I-* B: SSprmwomr Deanao D..iW Review and S—M 0 Sfl 0 sD AuioCAD Drafting Su000rt I 1-140 48 52 age 0 SD Total Hours 56 23 292 284 1 40 1 70 0 12 1 0 777 $5.983 1 51.952 1 Mimi J S12.0 6 1 $1.500 1 $4.341 1 $0 1 $687 1 $D Chimrtiaad Fse IM a % 161 Ili IM $13,517-78 subconsuf7ants-, 1 Landau Associates $118,841 2 sti S17,146 3 DCI Enaincers S47,732 4 s0 � sD TOTA L ES TIMk1 TE Cost Estimate Prepared on- 10/7/2022 Transpo Group USA, Inc Cost Estimate Worksheet Landau Associates, Inc. VJr"C"r: Proic-:I %It- 1."1F.0.Oo-Ctly of federal i414 5R SW373rd Roundabout 1m fu Pay rates are effective from April 2, 2022 through June 30. 2023, within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager - Labor: 11 7 8 9 t Q. 11 12 T3 14 15 16 17 18 t9 20 21 22 23 24 25 25 27 28 29 310 31 32 33 34 35 35 37 38 39 4Q job tl- nn ale labor -a'r13++7 Princ,al Senior Associate Associate Senior Scientist Project Senior Staff Stiff CAD/GIS Taw Project Coordinato r fJYxw ARO LJL Prirrn al Sr. Assoc. Associnte I Senior Sci. Project Senior Staff 5fiM A01G'Q Te rn eft l:nnrc 9.33 $6248 543.27 I 536.Q6 53t25 $43-35 $37.OQ sabpol w p,dmirwlrxllnn o — SQ Sublask a: Pr .,;&sans and in•,oces 0 $0 Sublask C Macp 7 0 $0 Teak Ilk -II GatnM �L::Ink A. Hisbn-al In.' Iiso aerew �u:la:te WellondlY+nl.Aea ❑eknoaven 4 .30 3 Sd S1,976 eo-it,.—C: GM:rn—lE •la 1 114 5 17 181 58,510 0 $0 Task R- Clanitlrkfalln 1H - Sumps, A- WSCOt Inlprspckon Control f=L'aldallo 4IrF 0 SQ Sublask B: Curecplual R'.:e.a Traal,r•'la 0 $0 .I SO 5-,O�k A Rw daNml C ielncs Pae1a v Ij S�1 Sublask B: WSDOT Channelization Plan for)tpp o at 0 $0 F. uhwe xC: W-7Mo1 tr— . Daumcraa9 0 $0 it $0 Ypk 6E- rslnrrwwlelt lig - - :,iol�.kn Tor ni cal Report 1 32 4 3 11 58 52,336 .iuuup 0 Wotlandlvlercrnm C*Illal Area. rt,n,zR 1 30 20 3 a 52 53,116 Si-euuk C-B-iral Assa---t 1 10 40 4 8 £5 52,621 Sublask D: Hazardous Materials Lincar Corridor Study 1 1 16 12 24 7 60 S2,819 Subloe%E JON Aqupbc Panrit !qndralwn 4 4 $252 suoeaa F: 6EPA Enurxrna.r:a l C-oddnl 1 13 1 17 $1,009 SublaskS wSWT HEPA CE Form 1 12 32 8 58 4 4 119 54,642 Subb¢k!f- Hme Tcdvtlenl Rrpm 12 12- $756- Suhtvl� C—Jlnal'an 0 so 0 50 r�nnt.of-w r.��.Iron rrkor-wnw ne e Sublask A Traffic Desi n Suppprt 4 16 20 s 1 125 rfh B. Slmmwater pasv o D— n Re.n and Su port 0 s0 0 s0 Yaar4E-Atz1pCAR. - AuL�CAD Damn sp c�t 0 SO Q 1 Sfl Total Hours 54 1 125 1 0 32 1 0 1 255 79 43 1 61 1 650 $4,289 J $7,873 1 $0 $1.385 1 $0 1 59,231 52-469 $1,964 1 SZ257 180-98% 30.0pNG Miscellaneous Expenses: Gotat.d—W,.b.ratorl t.eIing $4 280 Trdkw lirw wbcqrnlrava. $3 900 Cnilling subwnlractor $9-820 •EDR Pocltaoe $500 PIO Rental $140 apb so T-nr a*ponces lmilea 1 $481 >lerxcduelw�r so Feld Supplies $350 Traffic accident data so 5 cc.. dP5 n�cl run So Tron—nation Cancurrenc y AFplirat— s0 Subconsultanis 1 NPG+Paxlw 58-060 2 so 3 SO 4 $0 5 SO TOrAl. ESnUATE .tlrga17,93, Cost Estimate Prepared on: 10r712022 Transpo Group USA, Inc, Cost Estimate Worksheet Steil N u mb r:' I Prole of N jrre t.22060.6a. City atFederot SR 99nT:Ir4t Fi0Yntlaboul Im Pay rates are effective from April 2, 2022 through June 30, 2023, within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Labor: a 5 fi 7 9 10 11 1Y 1a 14 Is 16 17 16 19 20 21 22 23 24 25 n 27 2$ 24 so 31 32 33 34 36 36 W, 35 39 40 pb U. mok fabw catnnory Archaeologist, CADD/GIS Sr. Pnncipal Archaeologist, Archaeologist, Archaeologist, Specialist, Invest Staff Staff Staff Staff Lddol JJ"a :Et J- 1dJ b❑ ArrJiaeofngisE. CADD?GIS Sr Principal Archaeologist, Archaeologist, I Archaeologist, Specialist, Investi ator Staff Staff I Staff Staff Editor 540.00 535,00 Sa0.0n 534.nn 52a.nn $27.•no WINNER so so • --��-- ---0' t --■-- ---�� t .---------0' t t • - ----- — C--© so 0 r Total Hours 19 36 46 46 10 12 0 0 0 169 760 E1.2fi0 E1.390 $1564 E280 E324 EO EO SO Fey a e%'of Man Si,570A0 Miscellaneous FwP es; Fs2mdl lm--C—re s0 Pnone 50 F:. 50 Pan a 50 �e ke-po- so Pn.tor.phy s0 Travel ewearse roll 5175 Rep�mudlon SO rryru: taunts so T>r,7�aaldenl i:tlio 50 :� c pad non 50 Tr prfn_ o nemmrc MWfe�m so SubconsuHanfs 2 E0 1 So 4 SO y a0 W FAR ENP 171WA ►C S17 fib-26 Cost Estimate Prepared on: 10/7/2022 La 10 11 12 13 ib 15 ,s 17 1A 19 20 21 22 23 xd 25 26 Z7 2A 29 30 31 32 33 34 35 3B 37 38 39 40 Tfanspo Group USA, Inc. Cost Estimate Worksheet DCI Engineers NUMbnr/ Pro;ec; Nome. I:Uo .00 GftyofFndana Way 5Ft 997373rd RovndFbaul Irnprvremarsa Pay rates are effective from April 2, 2022 through June 30, 2023, within the ranges shown in the attachment. Only key staff are shown and other staff may work an and charge to the project as needed by the project manager. "sr.e.. .J.h 1a w ur"n Prof Manager Quality Control Lead Engineer NC3 ❑C AF 565.00 s35-On smith I so f r so so so �� ��■�� I a Labor Coats __ 7i71,77R7a ?Ah" lananus 8rpansys: FBa d U rr Cc nr.r SG rsr, SO Fai sa S30p G. uhee 50 � arm s0 T—A e.pems[mlly I 550O RewadUd— $` rroft rnknu I S0 rr4nc 0.0danf d.Lr sO so.. " ffm*" nor 50 TrxWe nCpcmmrrpApplii SQ 39.fHI7, Subconsultants t ll—P"1-W'APWdleer 515,000-00 2 V_vC AOuralsals/anaralsal reviewer S5,000.00 3 s0 A s0 5 so TOTAL"ES�YIIfA7E "7;M,74 Cost Estimate Prepared on: 10/7/2022 transpogroup Tr I ]AT TR,ANSPORTATfON CAN BE. Project Contract Signature Authorit The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management. The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Patrick B. Lynch John H. Duesing Stefanie Herzstein Ryan Peterson Approved by: r?,� A Yr0— Aruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: June 7, 2022 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 1 425.821.3665 1 transpogroup.com 9/1/22, 10:22 AM Corporations and Charities System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE, SUITE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Expiration Date: 12/31/2022 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: BRUCE HALDORS Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Mailing Address` 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BRUCE HALDORS GOVERNOR INDIVIDUAL MCKINNEY JR DANIEL GOVERNOR INDIVIDUAL SWENSON MICHAEL GOVERNOR INDIVIDUAL BRINKERHOFF SARAH https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 9/1/22, 10:24 AM Washington State Department of Revenue aShiD-ILOCI V?17?Itrne-t of < Business Lookup License Information' New search Back to results Entity name: TRANSPO GROUP USA, INCORPORATED Business name: TRANSPO GROUP USA, INCORPORATED Entity type: Profit Corporation UBI #: 603-258-009 Business ID: 001 Location ID: 0001 Location: Active Location address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Mailing address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Excise tax and reseller permit status: Click here Secretary of State status: Click here Page 1 of 3 Endorsements Filter Endorsements held at this loc License # Count Details Status Expiration dal First issuance Bainbridge Island General Active Dec-31-2022 Apr-24-2019 Business - Non -Resident Bellingham General 053257 Active Feb-20-2014 Business Blaine General Business - Active Dec-31-2022 Mar-11-2014 Non -Resident Carnation General Business Active Dec-31-2022 Feb-24-2014 - Non -Resident https://secure.dor.wa.gov/gteunauth/—/#3 113 9/1/22. 10:24 AM Washington State Department of Revenue Endorsements held at this loc License # Count Details Status Expiration dat First issuance Covington General Active Dec-31-2022 Nov-25-2020 Business - Non -Resident Edgewood General Active Dec-31-2022 Feb-21-2014 Business - Non -Resident Ellensburg General Active Dec-31-2022 Dec-27-2021 Business - Non -Resident Federal Way General 17-104304-00 Active Dec-31-2022 Sep-07-2017 Business - Non -Resident Ferndale General Business - 60089 Active Dec-31-2022 Jun-24-2020 Non -Resident Issaquah General Business Active Dec-31-2022 Feb-24-2014 - Non -Resident Kirkland General Business BUS27640 Active Dec-31-2022 Jan-06-2019 Lake Stevens General Active Dec-31-2022 Jul-07-2021 Business - Non -Resident Lakewood General Business BL15-00157 Active Dec-31-2022 Apr-09-2015 - Non -Resident Marysville General Business 3665SVC114 Active Dec-31-2022 Feb-28-2014 - Non -Resident Mercer Island General 170419 Active Dec-31-2022 Oct-09-2019 Business - Non -Resident Governing People May include governing people not registered with Secretary o/State Governing people Title DANIEL, MCKINNEYJR G HALDORS, BRUCE R MICHAEL, SWENSON J SARAH, BRINKERHOFF A Registered Trade Names Registered trade names Status First issued TRANSPO Active Feb-25-2021 https://secure.dor.wa.gov/gteunauth/_/#3 2/3 9/1/22, 10:24 AM Washington State Department of Revenue The Business Lookup information is updated nightly. Search date and time: 9/1/2022 10:24:30 AM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#3 3/3 �R DATE (MMIDD/YYYY) �J. CERTIFICATE OF LIABILITY INSURANCE 10/11/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND 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 CONTAC NAME' Jennifer,4guirre AssuredPartners Design Professionals Insurance Services, LLC PHONE I FAX 3697 Mt. Diablo Blvd Suite 230 cIs5?0 465-3090 At k0J: Lafayette CA 94549 MORE* :D!eslgnProCerts AssuredPaltners.com INSURERS AFFORDING COVERAGE NAIC # License#:6003745 INSURER A: Beazigy Insurance Company Inc 37540 INSURED TRANGRO-08 INSURER B : Travelers Property Casualty Company of America 25674 Transpo Group USA, Inc. 12131 113th Ave NE, Suite 203 INsuRERc: HARTFORD INSURANCE COMPANY 38288 Kirkland, WA 98034 INSURER D: The Travelers Indemnity Company of Connecticut 1 25682 425 821-3665 INSURER E : INSI IRFR F nnVFRAnFC rFRTIFICATF Nt1MRFR' 161441R,7S151 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE 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. INSR TYPE OF INSURANCE IAD nISUBRI WVD POJICYNUMBER M�WII0CY EyyY1FF PM OY EXP LIMITS LT D X COMMERCIAL GENERAL LIABILITY Y Y 6805H922543 1/1/2022 1/1/2023 EACH OCCURRENCE s1,000,000 CLAIMS -MADE � OCCUR DAMAE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any oneperson) S 5,000 X XCU Included PERSONAL & ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY[XX. J LOC - COMP/OP AGG $2,000.000 -PRODUCTS $ OTHER: I D AUTOMOBILE LIABILITY Y Y BA3R390266 1/1/2022 1/1/2023 CM DINGLELIMIT $1.000,000 ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ S BODILY INJURY (Per accident) PROPERTYDAMAGE r ac dams S B X UMBRELLA LIAR X OCCUR Y Y CUP4F625338 I 1/1/2022 1/1/2023 EACH OCCURRENCE $5,000,000 AGGREGATE S 5,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ s I I C D WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE Y 57WECZS7222 6805H922543 1/1,2022 1/1/2023 1/1/2022 1/1/2023 7 TE R WASto Gap S 1,000,000 E.L. EACH ACCIDENT OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) E.L. DISEASE- EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below S 1,000,000 A ProfessionalLlabllliy Claims Made Form C1D535220601 1/1/2022 1/1/2023 S2,000+000 $4.000,000 Per Claim Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) TG Project Number/Name: #22060.00 / SR 99 at S 373rd St Roundabout -- The City of Federal Way, their officers, employees, and agents are named as Additional Insured on General Liability and Auto Liability, per policy forms, with respect to the operations Of the Named insured as required by written contract or agreement. General Liability Is Prima rylNon-Contributory per policy form warding. Insurance coverage includes waiver of subrogation per attached. CERTIFICATE HOLDER GANULLLA I IUN JU Uay NUL:/1 U Uay Tor NOnF'ay or Frem City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680-51-1922543 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury' or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: CG D3 61 03 05 This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. CG T8 01 01 221ncludes copyrighted material of Insurance Services Office, Inc. with its permission. DATE OF ISSUE: 12/02/2021 Page 1 of 1 POLICY NUMBER: 680-51-1922543 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganizations) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the CG 20 37 07 04 CG T8 02 01 22 location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". © ISO Properties, Inc., 2004 DATE OF ISSUE: 12/02/2021 Page 1 of 1 Policy # 6805H922543 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1 ) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is cause-d- y an offense that is committed; subsequent to the signing of that contract or agreement by you. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under -this Coverage Paf-t, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 Cw 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 6805H922543 occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. S. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc with its permission. Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident' or 'loss", provided that the CONDITIONS Section: "accident' or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: ITAECZS7222 Endorsement Number: Effective Date: 01/01/2022 Effective hour is the same as stated on the Information Page of the policy Named Insured and Address: Transpo Group USA, Inc Kirkland, WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 t_ mart One Does Not -Apply PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART -THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART - SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Cancellation 2 Hazards 05 Liberalization 2 03 Waiver of Our Right to Recover from 4 SECTION II 2 Others VOLUNTARY COMPENSATION INSURANCE 2 04 Foreign Voluntary Compensation 4 06 Voluntary Compensation Insurance A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 2 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT 3 H. Endemic Disease 5 07 Employers' Liability Stop Gap 05 Longshore and Harbor Workers' 5 Coverage 3 Compensation Act Coverage A. Stop Gap Coverage Limited to Endorsement Montana, North Dakota, Ohio, 3 SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Process Date: Policy Expiration Date: Page 1 of 6 © 2000, The Hartford SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Cancellation 5. expenses we incur. 5. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 6. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. Paragraph 2. of D. Cancellation of Part 6 (Conditions) is replaced by the following: 2. We may cancel this policy. We must mail or deliver to you not less than 15 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. Liberalization If we adopt a change In this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 B 1« E 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 6. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 7. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.6. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for .all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: Countersigned by B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6