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AG 13-220RETURN TO: M c --, :::5 EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / / 6 t- c1'+� 5 ,� 2. ORIGINATING STAFF PERSON: Chr 5brw, 1- ► LA11c i EXT:X2723 3. DATE REQ. BY: 10 - 50 " 1'5 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRAcj AMENDM NT (AG #): ❑ INTERLOCAL X OTHER reerjwt- 5. PROJECT NAME: OD 1 ' 1 6. NAME OF CONTRA ADDRESS: _10 k� E- MAIL: ican SIGNATURE NAME: FAX: TITLE: VrAe.5ideNlt 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # *1 BL, EXP. 12/31/ UBI # , EXP. loll vey'a Q0 1I — 8. TERM: COMMENCEMENT DATE: I t & 1 �� COMPLETION DATE: U " I - Q0 14 9. TOTAL COMPENSATION: $ 3j q(D O. 1 D (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES V; NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES X NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 30tD' 1{ 4OO . 189.595. 30 ' 4 t t 10. DOCUMENT / CONTRACT REVIEW • PROJECT MANAGER ❑ DIVISION MANAGER u DEPUTY DIRECTOR ■ DIRECTOR ❑ RISK MANAGEMENT ([F APPLICABLE) • LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) t COMMITTEE APPROVAL DATE:_njQL_ PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: N Q 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: i0I Z13 DATE RECD: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATE SIGNED ❑ LAW DEPT • .. 1 3 ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG # AG O �IGNED COPY RETURNED DATE SENT: ' \ RETURN ONE ORIGINAL COMMENTS. EXECUTE "Z "ORIGINALS 11 Local Agency Consultant/Address/Telephone DGK Inc. dba Widener & Associates Standard Consultant 10108 32nd Avenue W, Ste. D Agreement Everett, WA 98204 ® Architectural /Engineering Agreement ❑ Personal Services Agreement 425.418.7162 Agreement Number Project Title And Work Description Lakota Middle School -13th Avenue SW Sidewalk Federal Aid Number Connection The project includes sidewalk, curb, gutter, curb Agreement Type (Choose one) 1:1 Lump Sum ramps, school zone flashing beacons, educational materials and events, and emphasis patrols. Lump Sum Amount $ ❑ Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method DBE Participation ❑ Yes ®No ❑ Actual Cost Federal ID Number or Social Security Number ❑ Actual Cost Not To Exceed ❑ Fixed Overhead Rate % Do you require a 1099 for IRS? Completion Date Fixed Fee $ ❑ Yes ® No June 1, 2014 Total Amount Authorized $ 3,690.40 ® Specific Rates Of Pay ® Negotiated Hourly Rate ❑ Provisional Hourly Rate Management Reserve Fund $ ❑ Cost Per Unit of Work Maximum Amount Payable $ 3,690.40 Index of Exhibits (Check all that apply): ® Exhibit A -1 Scope of Work ❑ Exhibit A -2 Task Order Agreement ❑ Exhibit B -1 DBE Utilization Certification ® Exhibit C Electronic Exchange of Data ❑ Exhibit D -1 Payment - Lump Sum ❑ Exhibit D -2 Payment - Cost Plus ® Exhibit D -3 Payment - Hourly Rate ❑ Exhibit D-4 Payment - Provisional ® Exhibit E -1 Fee - Lump/Fixed/Unit ® Exhibit E -2 Fee - Specific Rates ® Exhibit F Overhead Cost ❑ Exhibit G Subcontracted Work ❑ Exhibit G -1 Subconsultant Fee ❑ Exhibit G -2 Fee -Sub Specific Rates ❑ Exhibit G -3 Sub Overhead Cost ® Exhibit H Title VI Assurances ® Exhibit I Payment Upon Termination of Agreement ® Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M -la Consultant Certification ® Exhibit M -lb Agency Official Certification ® Exhibit M -2 Certification - Primary ® Exhibit M -3 Lobbying Certification ® Exhibit M-4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this -Nh day of I OVMbe✓ , 2013 , between the Local Agency of CITY OF FEDERAL WAY , Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Page 1 of 8 Revised 3/2008 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1 General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III 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 Federal, State, 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 work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. 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." 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 this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion 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 under 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 or 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. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment 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 the 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 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 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 the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. Vill Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" 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 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 as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work 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 herein above, 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. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work 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 work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work 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 above. 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 it's employee's default 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 in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work 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 work 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 complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work 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 XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination 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 de novo 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 ", and disputes concerning claims will be conducted under the procedures found in Exhibit "K ". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such 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 to such action shall 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. Page 5 of 8 X111 Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically I ssumes potential liability for actions brought by the CONSULTANT'S own employees against 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. Unless otherwise specified in the 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 the 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 and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the 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 the AGENCY. 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 shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the 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 work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the 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 the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terns 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. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII 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 an amendment to this AGREEMENT. XIX 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 agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 CONSULTANT: DGK Inc. dba Widener & Associates By jesident ette Widener 8 32nd Ave W, Ste D Everett, WA 98204 AGENCY: CITY OF FEDERAL WAY l By Skip Priest Mayor 33325 8d' Avenue S Federal Way, WA 98003 -6325 APPROVED AS TO FORM: Patricia A. Richardson, i Page 8 of 8 EXHIBIT A -1 DGK INC. DBA WIDENER & ASSOCIATES Environmental Scope of Work Lakota Middle School City of Federal Way Safe Routes to School Environmental Classification Summary/Documented Categorical Exclusion. The Consultant will prepare a Local Agency Environmental Classification Summary (ECS) with supporting documentation as required by WSDOT for projects that receive federal funding through WSDOT (Environmental Procedures Manual, Section 310.07). The ECS will include the recommended NEPA determination (assumed to be a Class II, Documented Categorical Exclusion). We will document this assumption following the WSDOT Local Agency Guidance (LAG) manual. The ECS will also include an effect determination for species listed under the Endangered Species Act (ESA) and Essential Fish Habitat (EFH) evaluation, a determination of project impacts on cultural resources as well as environmental justice, and a Section 4(f) analysis (see the following scope items). The ECS will also require a discussion of stormwater treatment and detention, which will be based on information provided by the City of Federal Way. Assumptions: ♦ The Safe Routes to School project will be determined to be a Class II Documented Categorical Conclusion and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. Deliverables: ♦ An electronic and paper copy of the draft ECS in Adobe PDF. ♦ An electronic and six (1) paper copies of the final ECS in Adobe PDF. Biological Evaluation (BA) and Essential Fish Habitat Evaluation (EFH). The Consultant will prepare a brief effect determination letter on species listed as threatened under the ESA (assumed to be "no effect" and completed on as part of the ECS) and an EFH evaluation. We will obtain updated species lists from the agencies web sites and also request site specific habitat information from the Washington State Department of Fish and Wildlife priority habitats and species database. Evaluation of specific project details such as construction techniques and equipment used, timing of construction, temporary sediment and erosion control measures, and best management practices will be based on information developed by the City of Federal Way. Information on the amount of new impervious surfaces, stormwater detention, and stormwater quality treatment will be based on information provided by the City of Federal Way. Assumptions: ♦ The project will have no effect on listed species or their designated critical habitat and a detailed Biological Assessment will not be required. Deliverables: • No deliverable; the results of the investigation will be documented as part of the ECS Cultural Resource Investigation. The Consultant will conduct the required National Historic Preservation Act Section 106 Cultural Resources Survey. Work would consist of the following tasks necessary to comply with Section 106: • Conduct a background search to identify known cultural resources within the project area of potential effect (APE) defined by the City and assess the potential for the APE to contain cultural resources • Conduct a pedestrian field reconnaissance with WSDOT to complete the assessment of the potential for the APE to contain cultural resources Assumptions: • We will assist the City with APE definition. • No historic properties within the APE. • The project qualifies as exempt under WSDOT's programmatic Agreement • No human burials or archaeological sites will be encountered. Deliverables: • APE map and letter submitted to WSDOT • The results of the Section 106 investigation will be documented as part of the ECS Exhibit C Electronic Exchange of Engineering and Other Data Electronic Deliverables include digital photos opg), scanned or electronic documents (pdf, doc, xls, etc.), Data is to be transferred by e-mail, CD, or FTP site(s). Agency OS is Windows 7; Agency e-mail software is Microsoft Outlook 2010; Agency Software Suite is MS Office 2010; Agency Scheduling Software is MS Project 2010. Agency CAD software is AutoCAD 2012. Exhibit D -3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. Direct Non - Salary Costs: Direct Non - Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. 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 the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 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. C. 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. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator 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 Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." DOT Form 140 -089 EF Exhibit D -3 Revised 3109 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 Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in I and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non -salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, 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) 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) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) 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 contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. Exhibit E -1 Consultant Fee Determination - Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Lakota Middle School -13th Avenue SW Sidewalk Connection Direct Salary Cost (DSC): Classification PROJECT MANAGER PROJECT BIOLOGIST 23.0 X X X X X X X X X ge _ = cost 154.00 $ 1,694.00 86.80 1,996.40 Total DSC = $ 3,690.40 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 0 %x$ 3,690.40 0.00 Fixed Fee (FF): FF Rate x DSC of 0 %x$ 3,690.40 0.00 Reimbursables: Itemized 0.00 Subconsultant Costs (See Exhibit G): Grand Total 3,690.40 Prepared By: Widener & Associates Date: October 21, 2013 DOT Form 140 -089 EF Exhibit E -1 Revised 6105 Exhibit E -1 City of Federal Way Lakota Middle School (13th Ave SW) Safe Routes to School Cost Estimate for Environmental Documentation Project Manager Project Biologist Task 1 ECS Draft ECS 4 8 Final ECS 4 8 Task 2 BA Review Data Collection and Review 1 4 Field Investi atio 4 4 Task 3 Cultural Resource Investigation Section 106 APE 4 8 WSDOT Coordination Section 106 2 4 Task 4 EJ Determination 3 Totals 11 23 Summary Hours Rate Cost Project Manager 11 $154.00 $1,694.00 Project Biologist 23 $86.80 $1,996.40 TOTAL ESTIMATED COST $3,690.40 Assumes client provides exhibits/plan and description of project activities. Assumes a no effect for ESA Assumes an exemption under Section 106 Exhibit E -2 Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule Hourly Overhead Profit Rate Discipline or Job Title Rate @ 0% @ 0% Per Hour PROJECT MANAGER 154.00 0.00 0.00 154.00 PROJECT BIOLOGIST 86.80 0.00 0.00 86.80 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 DOT Form 140 -089 EF Exhibit E -2 Revised 6/05 EXHIBIT F Widener & Associates Transportation & Environmental Planning 10108 32 "' Avenue W Ste D Everett, WA 98204 -1302 Tel (425) 348 -3059 Fax (425) 348 -3124 October 25, 2013 City of Federal Way Public Works Department Christine J. Mullen, P.E. 333258 th Avenue South Federal Way, WA 98003 Subject: Hourly Rate Statement Dear Ms. Mullen, Contract Administrator Please consider this letter to be a statement of rates for DGK Inc. DBA Widener & Associates (Widener). It covers consulting work for; City of Federal Way Public Works Department Construction support on issues related to environmental compliance. "Lakota Middle School- 13" Avenue SW Sidewalk Connection" Widener is a five - person firm with no calculated overhead rate. We charge a flat hourly fee for services that is all- inclusive of direct salary, overhead and fee. The hourly fees offered for this contract are the lowest fees we offer for preferred clients. I also confirm that all direct nonsalary costs will be invoiced without mark -up. • Project Manager - $154.00 • Biologist - $86.80 We appreciate the opportunity to work with you on this project. If you have any questions or need additional information, please call at 425 -503 -3629. Sincerely, r Ross L Widener Vice President WIDENER & ASSOCIATES Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non - compliance: In the event of the CONSULTANT'S non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140.089 EF Exhibit H Revised 6/05 Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit 1 Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140 -089 EF Exhibit I Revised 6/05 Exhibit J 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 Highways and 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 Errors) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design errors) 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 H &LP, through the Region DOT Foam 140 -089 EF Exhibit J Revised 6/05 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. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &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, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &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. H &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. Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1— Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and 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 Highways and 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. DOT Form 140.089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. 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 Pubic 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 Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim (s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Exhibit M -1(a) Certification Of Consultant Project No. Local Agency I hereby certify that I am 7e aN zf i✓ C LVi de ►,, 'Q*2- and duly authorized representative of the firm of DGK Inc. dba Widener & Associates whose address is o2 O Sr 3 Z.J A..,, W CUQy qt, Wt `f `! and that neither I nor the above firm I here represent has: (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 the 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 available 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 1/// ) ) 3 Date DOT Form 140 -089 EF Exhibit M-1(a) Revised 6/05 Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of CITY OF FEDERAL WAY, Washington, and that the consulting firm 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 available 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. CITY OF FEDERAL WAY Date Skip Priest, Mayor 33325 8a' Avenue S Federal Way, WA 98003 -6325 Exhibit M -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 -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (I) (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, or 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. Consultant (Firm): DGK Inc. dba Widener & Associates 11//))3 (Date) DOT Form 140.089 EF Exhibit M-2 Revised 6/05 G-C, Up--7:��2 or Authorized Official of Consultant Exhibit M -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: l .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 an 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 any 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 and not more than $100,000 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 subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): DGK Inc. dba Widener & A& Q I N "I J1AAT-- C I ate) F,—nature) President or Authorized Official of DOT Form 140 -089 EF Exhibit M-3 Revised 6/05 Exhibit M-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 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of * are accurate, complete, and current as of �� 1 * *. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm DGK Inc. dba Widener & Associates Name Title Tres 10641 f Date of Execution"* I I 1 1 1 * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached. * ** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 140 -089 EF Exhibit M-4 Revised 6/05 VdInFNASr ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 10/28/2013 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 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 Kibble 8 Prentice, a USI Co PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: HONE., Ne, Ell: 206 441 -6300 FAX, No): 610 - 362 -8530 ADDRESS: PL.CertRequest @kpcom.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty Insurance Com 29424 7/19/2013 INSURED INSURER B: CNA Insurance Companies 20508 Widener & Associates 10108 32nd Avenue W., Bldg C -3, Suite D Everett, WA 98204 -1302 INSURER C: INSURER D INSURER E INSURER F : MED EXP. (Any one person) rnVFRAPFC rFRTIFIrATF NIIMRFR• 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 LTR TYPE OF INSURANCE ADDLSUIBR IN SR WVD POLICY NUMBER POLICY EFF MM /DDIYYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY 52SBATL9976 7/19/2013 07/19/2014 EACH OCCURRENCE s2,000,000 PREMISEC S Ea o&E,D.e $300,000 X COMMERCIAL GENERAL LIABILITY MED EXP. (Any one person) $10,000 CLAIMS -MADE a OCCUR PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE s4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $4,000,000 $ POLICY 51 zgcoi LOC A AUTOMOBILE LIABILITY 52SBATL9976 7/19/2013 07/19/201 COMBINED SINGLE LIMIT Ea accident) 2,000,000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LWB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ XCESS LIAR RDED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N OFFICER/MEMBER EXCLUDED? F_N] (Mandatory in NH) N / A 52SBATL9976 (WA Stop Gap) 7/19/2013 07/19/201 WC STATU- X OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1000,000 E.L. DISEASE - POLICY LIMIT 1$1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Professional EEH288345982 3/1312013 03/13/2014 $2,000,000 per claim Liability $2,000,000 anni aggr. DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project Name: Lakota Middle School 13th Ave SW Sidewalk Connection Project The General Liability Policy includes a blanket automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. BEFO City of Federal Way THE SHOULD EXPIRATIONH DATE V THEREOF, E NOTICEIEWILLL CBE CDELIVERED W 33325 8th Avenue S ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way, WA 98003 AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S11155675/M10432229 MZBJU (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the . watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or, organization is included as an additional insured by an endorsement issued by us and,made'a part of this Coverage Part, including all',persons or organizations added as -`additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property- -- damage "; included,, within the "products- completed operations hazard ". (1), The insurance afforded to the vendor -- - is - subject -to the- following additional exclusions: This insurance does not apply to: (a) "Bodily injury'" or "property damage" for which the vendor is obligated to pay . damages by reason of "the' ' assumption of liability in a contract or agreement. Tnis exclusion does "not apply to liabflity for Aamages that the vendot- Woi!I& have -in the absence of, the , c9ntract ,or agreement; (b) -Any express warranty unauthorizedaby you;,, (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging`, 1, -- except when unpacked solely 16r °the purpose of inspection, demonstration, testing, or- -the substitution of parts under instructions from the =manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the :vendor or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts -or omissions or those of its employees or anyone else acting omits behalf. However, this 'exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or'servioing as the vendor has agreedto make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering'tinto, accompanying or containing such,products. b. Lessorsabf Equipment (1� A,ny, person ova,, oration from whom you lease equipment; but only With respect to °their, liability for "bodily injury" "property `damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment` leased to-you by such person or organization: Page 12 of 24 Form SS 00 0804 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard ". f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included 'within the "products - (b) In 'the performance of your completed operations hazard ", but ongoing operations performed by only if you or on your behalf. (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard ". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change; orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of ` all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and . Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses - because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any- current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the - most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations_ "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any person or organization is the Personal LIMITSrOF INSURANCE and Advertising Injury Limit shown in the 1.'' The Rostwe Will °Pay ' Declarations., 5. _DDamagq To; Premises Rented, To You Limit The _.Limits r. of Insurance shown in the " The Damage To-'Premises Rented To You Damage Declarations and the -rules below fix the most = Lir�it'ts the �nostiwe ,will, pay under Business we will a re ardless of the number of: P, ,_ 9 Liability, zCoverage,4or damages because of a. In "property damage" to any one premises, while b. Claims;made or "suits" brought; or rented.to you; or -in the case of damage by fire, 11 c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits ". temporarily occupied by you with permission of 2. Aggregate Limits, the owner. In the case of ,damage by fire, lightning or The most we will pay for. explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You, Limit applies to all damage proximately "prop'eft :'damage" included in the caused by the same event, whether such "products- oornpleted operations hazard" is damage iesults'from lightning or explosion the Ptoducts- Completed Operations ,fire, 'or ariy comb iriatiori'of these. Aggregate Limit shown in the onv. 6. How Limits Apply To Additional Insureds D a v >b b. DamageSX'dbe�cause of all other "bodily The.most we, will pay,on. behalf of a person or k ... insured „ jury;� „property damage or personal i � organlzaion whq is an additional under.thisCoverage,Part is the lesser of: and advertising injury", including medical expenses; is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or permit issued by a state or political This General Aggregate Limit applies subdivision; or „ separately to each of your locations owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose- connection is interrupted only by a addition to the Limits of Insurance shown in street,' roadway or right -of -way of a the Declarations and described in this Section. railroad`. - Page 14 of 24 Form SS 00 0804 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit "; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit'; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations -, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured 's Own Cost o f determining the Limits of Insurance. No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non - contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence ", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; _ and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any, additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit asking for damages from an insured; or b. To sue us on this Coverage Form unless all of, its terms have been fully complied with.. . A person, or organization may sue us to recover on an agreed settlement or. on a final judgment against any- insured; 'but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means .a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Except with respect to the Limits of Insurance, and an_ y rights or duties specifically assigned in this policyo.thrfirst_- Named Insured, this insurance applies: a. , ,As- if ,each NameCl Insured were the only Named Insured; and b., Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When-You-Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail .to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. This insurance is` primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance :.is excess -over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for 'your work "; (2) Premises _Rented_T_o -You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage ". to premises rented to you or temporarily occupied by you with permission` of the' owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, , "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) When Required By Contract if you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we-will be entitled to the insured's rights against all-those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all 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. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Corporations: Registration Detail Corporations Division - Registration Data Search DGK INC. DBA WIDENER & ASSOCIATES Purchase Documents for this Corporation» UBI Number 602095467 Category REG Profit/Nonprofit Profit Active /Inactive Active State Of Incorporation GA WA Filing Date 06/16/2008 Expiration Date 06/30/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name JEANETTE COWLING WIDENER Address 10108 32ND AVE W STE D City EVERETT State WA ZIP 982041302 Special Address Information Address City State Zip Governing Persons Page 1 of 2 Title Name Address 14029 KENWANDA DR President, Secretary,Treasurer WIDENER, JEANETTE SNOHOMISH , WA 982968241 14029 KENWANDA DR Vice President Chairman ,Director WIDENER, ROSS SNOHOMISH , WA 982968241 Purchase Documents for this Corporation )> http: / /www.sos.wa.gov /corps /search_detail.aspx ?ubi= 602095467 10/25/2013