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AG 15-106RETURN TO: M,p nzC fs EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / a l� 2. 4. ORIGINATING STAFF PERSON: S « •"11 EXT: 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 ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ��yy CONTRACT AMENDMENT (AG #): L. - (O , ❑ OTHER 3. DATE REQ. BY: ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: G, cluN■d`�. R4�%Itit V‘Gc lOV 4`T% 6. NAME OF CONTRACTOR: kc. S )C h -S ADDRESS: 2.•`4- F Ut S..) J t4 414,0 E- MAIL: T� eZ�C.54�y�st.x�+�t_j_ twM --�► SIGNATURE NAME: C-A/Va 1i4MAc3 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #'S- 16193% BL, EXP. 12/31/ UBI # , EXP. / / 8. TERM: COMMENCEMENT DATE: COMPLETION COMPLETION DATE: �AYC..� ?.b1b 9. TOTAL COMPENSATION: $ r6 T1 of 6 .' (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: AC16 y0 - t4 -S°15- to4.'r'6 d TELEPHONE: 1.06 • AIM. • dit(C FAX: TITLE :V`aVt.C..t ` t..` 10. DOCUMENT / CONTRACT REVIEW PROJECT MANAGER MANAGER DEPUTY DIRECTOR (1.4 3 x,DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ))12.4 'LAW DEPT I242_ 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: l�� 12/17//D 1 -/ (l DATE SENT: ia/ DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS IAL / DATE SIGNED AL, )(LAW DEPT /241,$ ❑ CHIEF OF STAFF N. SIGNATORY R DIRECTOR) *ASSIGNED AG # SIGNED COPY RETURNED O,RETURN ONE ORIGINAL COMMENTS: EXECUTE ORIGINALS ainsitztt AG# /5-MP A-- DATE SENT: /2 - 23 - /5 PvYY V%Z t-.wrn . ee 1�IO -{�° t& • a 2 1�� V Cl�r acl, -tp o✓ wo✓ot "( wfcl T' -b0 /le ve di\ SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR CITYWIDE FLASHING YELLOW ARROW RETROFITS PROJECT DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with DKS Associates effective the 15'" day of May 2015, identified as Agreement No. 15 -106. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 1." The changes to the Agreement are described as follows: Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the date for the end of the term of the Agreement to March 31, 2016. Effective on the 23rd day of October , 2015. DKS Associates By: Chris Long, Principal DKS: Principal 719 2^' Avenue, Suite 1250 Seattle, WA 98104 (206) 382 -9800 By: Its: CITY OF FEDERAL WAY Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED AS TO FORM: `l acAmy Jo Pearsall, City Attorney K: \STREETS \PROJECTS \2014 Safety Project \Design \Design Contract\Amendment\LAG Supplement 1- Citywide Flashing Yellow Arrow Retrofits.doc RETURN TO: Netw-get, EXT: g70 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ T 2. ORIGINATING STAFF PERSON:SiVe..4413K3 EXT: 2:7q3 3. DATE REQ.BY: 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 ❑ CONTRACT AMENDMENT(AG#): ,, ❑ INTERLLO-CCAAL�-�- X OTHER IQL / ha elv CAI ST tivbf ttb (1.01,) 1,1 �v AciWpAtNrr 5. PROJECT NAME: ■, ♦ ►: ■:AJ1• .. „/ P,.11:,/T 1 6. NAME OF CONTRACTOR: 1)KS ASSOC JpT S ADDRESS: - _I % If .' ✓ S '/..,0 ' ' ¶ • TELEPHONE:AO&p• 3' 2 •eige0 E-MAIL: rib ';/• `CSMSSOa 0 -S . c'YY) FAx: SIGNATURE NAME: ,AY i S. Lev%c TITLE:-p Y i?fin\ 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# LS-.) D)�-3l BL,EXP. 12/31/ I5 UBI# (D1 .14 too• y I1EXP. Li/30/ 1 8. TERM: COMMENCEMENT DATE: l ',1 611 .y-e Cg.A+j•ern COMPLETION DATE: 0 L'• 26 I ZV I S 9. TOTAL COMPENSATION:$ 77 'D 1 1p • G'7 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ^❑NO IF YES,y$r^� /^ /,, n PAID BY: ❑CONTRACTOR ❑CITY T'PURCHASING: PLEASE CHARGE To: 30(0 W•-"/Cu` l—Till 5 fog-10 5U 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED gy,PROJECT MANAGER --1•411ELMEN I S �' r IS ,�[DIVISION MANAGER !�„�/ � �r _ ,N! DEPUTY DIRECTOR _ rr, Yj 1 'DIRECTOR 4Ir �.11111P _ _ ❑ RISK MANAGEMENT (IF APPLICABLE) 6dista/' �jI I'��LAW DEPT 1/50/ 54, !�rf C7' 540•- 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING X SENT TO VENDOR/CONTRACTOR DATE SENT: �L 11. DATE REC'D: 5//5/)I ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPT ❑ CHIEF OF STAFF 5-Iz SIGNATORY M1�AYOR OR DIRECTOR) . ��/ 5 I ,4 CITY CLERK gra�� ;,�� ASSIGNED AG# A • � Pi.SIG ED COPY RETURNED DATE SENT: OM RETURN ONE ORIGINAL COMMEN, EXECUTE b`.ORIGINALS I- s i- xG ; 6, -I ,-� q 4e,..,. l44P, LA ( t a-v,�Q Ps LLPe/cdr 01L�./ W) 1”, IAA 0 -e (IA tv- of ac I`�d : (k40d 0 (A i ''(� L dei ./ q 11/9 Il 4 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: AG 15- Firm/Organization Legal Name.(do not use dba's): DKS Associates Address Remit to Address 719 2nd Ave- Suite 1250, Seattle,WA 98104 719 2nd Ave- Suite 1250, Seattle, WA 98104 UBI Number Federal TIN or SSN Number 601 460 417 94-2583153 Execution Date Completion Date October 26, 2015 1099 Form Required Federal Participation ❑ Yes YI No ❑ Yes Q No Description of Work The Consultant shall provide design services for Citywide Flashing Yellow Arrow Retrofits Project,which includes an installation of advanced overhead signage and flashing yellow arrow signal heads with corresponding signal equipment upgrades and conduits. ❑ Yes 0 No DBE Participation Total Amount Authorized: $137,016.97 ❑ Yes © No MBE Participation Management Reserve Fund: $0.00 ❑ Yes 0 No WBE Participation ❑ Yes Maximum Amount Payable: $137,016.97 No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B PRE-Fame ion Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 10/30/2014 THIS AGREEMENT,made and entered into as shown in the"Execution Date"box on page one(1)of this AGREEMENT,between the City of Federal Way and DKS Associates hereinafter called the"AGENCY,"and the"Firm/Organization Name"referenced on page one(1)of this AGREEMENT,hereinafter called the"CONSULTANT." WHEREAS,the AGENCY desires to accomplish the work referenced in"Description of Work"on page one(1) of this AGREEMENT and hereafter called the"SERVICES;"and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES;and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration,if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE,in consideration of the terms,conditions,covenants,and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. 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 State,Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation.The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State,and local laws, rules,codes,regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 10/30/2014 Participation for Disadvantaged Business Enterprises(DBE)or Small Business Enterprises(SBE),if required, per 49 CFR Part 26,shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the P g commencement of this AGREEMENT,the amounts authorized to each firm and their certification number will be shown on Exhibit`B"attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function(CUF)regulation outlined in the AGENCY's"DBE Program Participation Plan"and perform a minimum of 30%of the total amount of this AGREEMENT. It is recommended,but not required,that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT,on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports,PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files,prepared by the CONSULTANT,must meet the requirements as outlined in Exhibit"C— Preparation and Delivery of Electronic Engineering and other Data." All designs,drawings, specifications, documents,and other work products, including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES,and are the property of the AGENCY. Reuse by the AGENCY or by others,acting through or on behalf of the AGENCY of any such instruments of service,not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other Y q q g party by(i)certified mail,return receipt requested,or(ii)by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Sarady Long Name: Richard J.Hutchinson Agency: City of Federal Way Agency: DKS Associates Address: 33325 8th Avenue South Address: 719 2nd Ave-Suite 1250 City: Federal Way State: WA Zip: 98003 City: Seatttle State: WA Zip: 98104 Email: sarady.long @cityoffederalway.com Email: rik @dksassociates.com Phone: 253-835-2743 Phone: 206-382-9800 Facsimile: 253-835-2709 Facsimile: 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 Y p Y g AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD,governmental actions,or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 Revised 10/30/2014 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor,materials, supplies,equipment,and incidentals necessary to complete SERVICES, specified in Section II,"Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D"and"E"and by this reference made part of this AGREEMENT. A. Actual Costs:Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost,indirect cost rate, and direct non-salary costs. 1. Direct(RAW)Labor Costs:The Direct(RAW)Labor Cost is the direct salary paid to principals, professional,technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate(ICR)Costs:ICR Costs are those costs, other than direct costs,which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits"D"and"E"of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit,up to the Maximum Total Amount Payable, authorized under this AGREEMENT,when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits"D"and "E",attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT(prime and all sub-consultants)will submit to the AGENCY within six(6)months after the end of each firm's fiscal year,an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.)for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email:ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs:Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may but are not limited to,the following items:travel,printing, y include,b g ,p g, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs(excluding air,train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures,and revisions thereto. Air,train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations(CFR)Part 31.205-46"Travel Costs."The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 10/30/2014 4. Fixed Fee:The Fixed Fee,which represents the CONSULTANT'S profit, is shown in attached Exhibits"D" and"E"of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work,the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment,subject to the provisions of Section IX entitled"Termination of Agreement." 5. Management Reserve Fund(MRF):The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs,or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s)shall be in writing and shall not exceed the lesser of$100,000 or 10%1 Total Amount Authorized the heading of this AGREEMENT. The amount included 0/o of the ota ount Au o ized as shown in t g for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Changes of Work." 6. Maximum Total Amount Payable:The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII,"Changes of Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments:The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III,"General Requirements"of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct(RAW)Labor,Direct Non-Salary,and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct(RAW)Labor costs for CONSULTANT employees,the AGENCY may conduct employee interviews. These interviews may consist of recording the names,titles,Direct(RAW)Labor rates,and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment:Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable,upon receipt of all PS&E,plans,maps,notes,reports,electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment,which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty(30)calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty(20)working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 10/30/2014 D. Inspection of Cost Records:The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six(6)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six(6)year period,the cost records and accounts shall be retained until such litigation,claim,or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any,will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A"attached hereto and by this reference made p art of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create,between the AGENCY and sub-consultant,any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E"attached hereto and by this reference made part of this AGREEMENT. ES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant SERVICES s t pY consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier,to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment,the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT,sub-recipient,or sub-consultant shall not discriminate on the basis of race,color,national origin,or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person,other than a bona fide employee working solely for the CONSULTANT,to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT,any fee, commission,percentage,brokerage fee,gift, or any other consideration,contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion,to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage,brokerage fee,gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 10/30/2014 Compensation Act on behalf of said employees or other persons while so engaged,and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage,on a full-or part-time basis, or other basis, during the period of this AGREEMENT,any professional or technical personnel who are,or have been,at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees,without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees,sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V §2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 RCW 49.60.180 •(42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT,and shall include the attached Exhibit"F"in every sub-contract, including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten(10)days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two(2)of this section,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default,the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination,the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 10/30/2014 date of termination,whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination,the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so,and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth in paragraph two(2)of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event,the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall,within 15 days,notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50%or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission b the CONSULTANT. p Y Y X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein,without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised,the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII"Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided however,that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree,disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT,this action shall be initiated in the Superior Court of the State of Washington,situated in the in which the AGENCY is located. The parties hereto � county agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 10/30/2014 XII. Legal Relations The CONSULTANT,any sub-consultants,and the AGENCY shall comply with all Federal, State,and local laws, rules, codes,regulations and all AGENCY policies and directives,applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify,and hold The State of Washington(STATE)and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of,or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the CONSULTANT's agents, employees,sub consultants, subcontractors or vendors, of any tier,or any other persons for whom the CONSULTANT may be legally liable;provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims,demands or suits based solely upon the negligence of,or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees, sub-consultants, subcontractors or vendors,of any tier,or any other persons for whom the STATE and/or the AGENCY may be legally liable;and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents,employees, sub-consultants, subcontractors or vendors,of any tier,or any other persons for whom the CONSULTANT is legally liable, and(b)the STATE and/or AGENCY,their agents,officers, employees, sub-consultants, subcontractors and or vendors,of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents,employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor,of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors,of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions resulting from STATE and/or AGENCY's,their agents', officers'and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY,their agents,officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors,of any tier,or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor: C s b P Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may, in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act,Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of,or performance under,this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 10/30/2014 Unless otherwise specified in this AGREEMENT,the AGENCY shall be responsible for administration of construction contracts, if any,on the project. Subject to the processing of a new sole source,or an acceptable supplemental AGREEMENT,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance,the CONSULTANT shall assume no responsibility for:proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT,or as otherwise required,the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars($1,000,000.00)per occurrence and two million dollars($2,000,000.00)in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance,the STATE and AGENCY,their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the"AIs"),with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over,and shall not contribute with,the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14)days of the execution of this AGREEMENT to: Name: Sarady Long Agency: City of Federal Way Address: 33325 8th Avenue South City: Federal Way State: WA Zip: 98003 Email: sarady.long @cityoffederalway.com Phone: 253-835-2743 Facsimile: 253-835-2709 No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. g gP �'( ) Y p The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement"of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars($1,000,000.00),whichever is greater,unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 10/30/2014 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive;and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. XIII. Extra Work A. The AGENCY may at any time,by written order,make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT,whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT,the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2)delivery or completion schedule, or both;and(3)other affected terms O pY , O ry P � ) and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any"request for equitable adjustment,"hereafter referred to as"CLAIM," under this clause within thirty(30)days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it,the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes"clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs(A.)and(B.)above,the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans,estimates,or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit "G-2"Certification Regarding Debarment,Suspension and Other Responsibility Matters-Primary Covered Transactions,Exhibit"G-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4"Certificate of Current Cost or Pricing Data. Exhibit"G-3"is required only in AGREEMENT's over one hundred thousand dollars($100,000.00)and Exhibit"G-4"is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT,and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III"General Requirements"prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 10/30/2014 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations,and provisions agreed upon by the parties. No agent,or representative of either party has authority to make,and the parties shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein. No changes,amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations,warranties,covenants,and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT,and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes("State's Confidential Information"). The"State's Confidential Information"includes,but is not limited to,names, addresses, Social Security numbers,e-mail addresses,telephone numbers,financial profiles, credit card information, driver's license numbers,medical data, law enforcement records(or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data,non-public Specifications, STATE and AGENCY non-publicly available data,proprietary software, State security data,or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT,to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release,divulge,publish,transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT,the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic,and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT,the CONSULTANT shall, at the AGENCY's option: (i)certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY;or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03,the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT;the purpose(s)for which the State's Confidential Information was received; who received,maintained and used the State's Confidential Information;and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection,review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used,or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include,but is not limited to,salting databases. Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 10/30/2014 Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information,monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as"Confidential"and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a)at the commencement of the term of this AGREEMENT;or(b)as soon as such confidential or proprietary material is developed,whichever is. "Proprietary and/or confidential information"is not meant to include any information which,at the time of its disclosure: (i)is already known to the other party;(ii)is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv)is publicly known; or(v)is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt,unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as"Proprietary and/or confidential information"or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure,the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants'information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six(6)years from the date of final payment to the CONSULTANT,the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all"documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced,the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation,claim or audit continues past the six(6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information("ESI"),that is in the possession,control, or custody of the CONSULTANT, including,without limitation, any and all correspondences,contracts,AGREEMENT`s, appraisals,plans,designs, data, surveys,maps, spreadsheets,memoranda, stenographic or handwritten notes,reports,records,telegrams, schedules, diaries,notebooks, logbooks,invoices,accounting records, work sheets,charts,notes, drafts, scribblings,recordings,visual displays,photographs,minutes of meetings, Agreement Number: AG 15- Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 10/30/2014 tabulations, computations, summaries, inventories,and writings regarding conferences, conversations or telephone conversations,and any and all other taped,recorded,written,printed or typed matters of any kind or description;every copy of the foregoing whether or not the original is in the possession,custody,or control of the CONSULTANT,and every copy of any of the foregoing,whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT,`BSI"means any and all computer data or electronic recorded media of any kind,including"Native Files",that are stored in any medium from which it can be retrieved and examined,either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as:Email, Outlook,Word,Excel,Access,Publisher,PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers,backup tapes, smart phones,thumb drives, CDs,DVDs,floppy disks,work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files"are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed,and/or modified. The CONSULTANT shall include this section XX"Records Maintenance"in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one(1)of this AGREEMENT. 0 ,_ /'‘'?__k.; Signature (..:4,- t Date ,15 /s Signatur Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: AG 15- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 10/30/2014 Exhibit A Scope of Work Project No. Please see attachment. Agreement Number: AG 15- WSDOT Form 140-089 EF ExhibitA Page 1 of 1 Revised 10/30/2014 EXHIBIT A City of Federal Way Citywide Flashing Yellow Arrow Retrofits DKS Scope of Work March 2015 Purpose The purpose of the Citywide Yellow Flashing Yellow Arrow Retrofits Design Services Project is to improve safety and efficiency at signalized intersections within the City. Proposed Improvements Proposed Improvements for Citywide Flashing Yellow Arrow Retrofits Design Services Project include an installation of advanced overhead signage and flashing yellow arrow signal heads including corresponding signal equipment upgrades at the following intersections: • 11th PI S at S 324th Street • 20th Ave S at S 336th Street • SW Campus Drive at WinCo Driveway • 32nd Ave S at S 320th Street • 20th Ave S and S 316th Street • 21st Ave SW and SW 344th Street • 18th Ave S at S 288th Street • 23rd Ave S at S 317th Street • 20th Ave S at S 314th Street • 26th Ave SW at SW 320th Street • 16th Ave S at SR 509 (S Dash Point Road) • 23`d Ave S at S 322nd Street • 23rd Ave S at S 314th Street • 21st Ave SW at SW 325th Place • 21st Ave SW at SW 334th Street • 9th Ave S at S 348th Street (N-S) • 16th Ave S at S 344th Street (E-W) • SR 161 SB at SR 18 (Overhead Lane Use Control Signs) • SR 18 EB at SR 161 (Overhead lane Use Control.Signs) City of Federal Way Page 1 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/10/2015 Work Element 1 Project Management The estimated project duration is four months. No design work will proceed without written authorization from the City. No design work will proceed after the submittal of the 90% plans, specifications and estimate without written authorization from the City. 1.1 Provide project management administrative services including: ♦ Project set-up and execution of agreement • Execution of Subconsultant agreements • Preparation of monthly progress reports and invoices ♦ Record keeping and project closeout 1.2 Provide overall project management including: ♦ Project staff management and coordination ♦ Subconsultant management and coordination • Prepare and update project schedule • Schedule and budget monitoring 1.3 Coordinate with City staff, including preparation and attendance of up to five coordination meetings throughout the duration of the project. Level of effort for this task is based on an average of two Consultant staff at each of the following meetings: ♦ One formal kickoff meeting at project start ♦ One formal kickoff meeting upon re-authorization to proceed following 90% approval. ♦ Monthly meetings at the City throughout the project duration (estimate three). Work Element 2 Quality Control/Quality Assurance The Consultant shall provide internal QA/QC reviews of the following major work elements prior to submittal to the City. 2.1 Field review completed base maps for completeness and accuracy and incorporate findings. 2.2 Provide senior review of geotechnical investigation plan, and report. 2.3 Provide senior review of 90% Plans, specifications, and estimates. 2.4 Provide senior review of Final lans specifications, and estimates. p s p , Work Element 3 Aerial Mapping and Right of Way Tie-In Potentially conflicting facilities in the ROW will be placed on recent high quality aerial maps which will be set to coordinates. 3.1 Acquire high-quality aerials showing the area within the limits of the project. 3.2 Research Records. Determine which existing monuments should be field located and City of Federal Way Page 2 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 surveyed. Necessary monuments will be located, surveyed. 3.3 Bring surveyed monuments into the aerial base map. 3.4 Locate utility paint marks at up to ten locations. 3.5 Acquire title reports for properties directly adjacent to proposed advanced overhead signage foundations for confirmation of ROW. 3.6 Calculations for ROW lines. Using the research information and the survey work described above, calculate location of surveyed corners, roadway features, and monuments. Calculate existing ROW and show on project base map. Work Element 4 Utility Mapping 4.1 Applied Professional Services (APS) and/or utility purveyors will mark utility locations at up to 10 locations so that they can be surveyed in Work Element 3.4. 4.2 Request utility companies' record drawings to be used to verify the location and type of utilities within the limits of potential conflict in this project (up to 10 locations). Utility depths will not be shown. Work Element 5 Geotechnical Memo Report 5.1 Review existing stamped geotechnical reports completed for pole foundations within the vicinity of the following locations: ♦ The eastbound approach of SR 18 at SR 161 Assumptions • The existing reports will be provided by the City to the Consultant • The existing reports will include boring data and laboratory testing applicable for mastarm pole foundation recommendations ♦ No additional borings will be required for this location 5.2 Geotechnical Exploration Plan: The Consultant will prepare a geotechnical exploration plan that identifies the location and type (hollow-stem auger) of investigation to be performed at the exploration location. ♦ The southbound approach of SR 18 at SR 161 The exploration plan will include 1" = 40' plan views showing this location. A written description for the type of analysis to be performed will be prepared. The Subconsultant will obtain and review existing information, coordinate and plan access and restoration for test holes, and identify features that affect other geotechnical design work elements. No field investigation will proceed until the geotechnical exploration plan has been approved by the City. City of Federal Way Page 3 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 Assumptions ♦ The City will provide the Consultant with a base map in electronic PDF format that can be utilized for developing the exploration plan. The base map will show the locations of all known utilities. Deliverables ♦ An electronic copy (in PDF format) and two bound copies of the geotechnical exploration plan. 5.3 Field Explorations and Laboratory Testing: The field exploration program will consist of a boring to characterize soil and groundwater conditions to support design of overhead signage pole foundations. Geotechnical laboratory testing will be completed on select soil samples recovered during the drilling program. Borings Complete one boring to depth of about 18' below existing grade to characterize subsurface soil and groundwater conditions for the proposed advance overhead signage pole foundation. The boring will be located near the proposed pole foundation at the following location: ♦ The southbound approach of16 Ave S at SR 18 The boring will be completed by a reputable drilling contractor under subcontract to The Subconsultant with a truck-mounted drill rig advancing hollow-stem augers. The Subconsultant will mark the boring locations in the field and arrange for underground utility location ("call before you dig") prior to drilling. Geotechnical Laboratory Testing Complete a limited geotechnical laboratory testing program consisting of natural moisture content determinations and grain size analyses (mechanical sieve only) on selected soil samples obtained from the auger borings to aid in classifying site soils and determining pertinent engineering properties of the soil. The Subconsultant has budgeted for one moisture content determination and one grain size analysis. Assumptions • All subcontractors, equipment subcontractors, laboratories, and other related subcontractor personnel will be selected, hired, and paid by the Consultant. location, present within♦ At the boring loca , utilities are not p es t withi t he outside travel lane. ♦ Appropriate traffic control, consisting of warning signs, cones, and an arrow board trailer will be provided during the drilling of the borings. Flaggers will be available to direct traffic. The Subconsultant will submit traffic control plans to the City for approval prior to commencing field explorations. ♦ For this project, the Subconsultant has budgeted for a total of 36' of drilling. ♦ Soil sampling will be in accordance with ASTM D1586 (Standard Penetration Test procedure), ASTM D3550 (Ring-lined Barrel Sampling of Soil), and ASTM 1587 (Thin-Walled Tube Sampling of Soil). Soil samples will be collected at a 2'/- or 5-foot intervals. City of Federal Way Page 4 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 ♦ Piezometers will not be installed in the boring. The groundwater level at the time of drilling (if encountered) will be recorded. ♦ Upon completion of drilling and sampling, the borehole will be abandoned in accordance with WAC 173-160. Soil cuttings from the boring will be placed in drums and disposed of by the drilling subcontractor. The area around the borehole will be restored to the condition prior to drilling. Where the boring penetrates pavement, the pavement will be patched with a minimum of 12 inches of quick setting concrete. ♦ The existing pavement consists of asphalt pavement concrete. Coring of Portland cement concrete pavement is not included in the budget. ♦ Field exploration will be performed during the daylight hours. ♦ Soil samples will be disposed of 30 days after the date of acceptance of the final report. 5.4 . Geotechnical Engineering Analyses The Subconsultant will develop geotechnical engineering conclusions and recommendations in accordance with WSDOT Standard Specifications for design and construction of the proposed improvements, including: ♦ Earthwork: mastarm pole foundation design analysis for the two overhead signage locations. 5.5 Geotechnical Reporting The results of field explorations, engineering analyses, and geotechnical engineering conclusions and recommendations, will be summarized in a draft geotechnical technical memorandum for review by the Consultant and the City. The draft technical memorandum will be provided for review by the project team. Upon receipt of review comments, the Subconsultant will address the comments and submit a signed final geotechnical technical memorandum. Deliverables ♦ An electronic copy (in PDF format) and two bound copies of the Draft Geotechnical Technical Memorandum. ♦ An electronic copy (in PDF format) and two bound and one unbound copies of the Final Geotechnical Technical Memorandum. Work Element 6 Preliminary Layout and Estimate Prepare 30% plans and cost opinions for the project for an informal review submittal. 6.1 Compile and review available data and records from the City, other agencies, and utilities. Document the design criteria that will be used to develop and evaluate alternatives. Design criteria will be per the WSDOT Project Design Guidelines format. City of Federal Way Page 5 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 Prepare photo log of existing conditions. 6.2 Review traffic signal as-built information provided by the City. 6.3 Meet with King County signal technician staff in the field at each location to verify existing signal equipment and available conduit space for necessary new conductor runs in the system. 6.4 Prepare traffic control plans to accommodate the improvements. Standard K Plans may be used if applicable to the site. 6.5 Compile and prepare the preliminary p lans and estimate of cost. Deliverables: ♦ An electronic copy of the preliminary plans in Adobe PDF format. ♦ Preliminary estimate of cost in Excel format. Work Element 7 Environmental 7.1 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). The Subconsultant 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, 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 under Work Element 7. Assumptions: • The Citywide Flashing Yellow Arrow Retrofits 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 (6) paper copies of the final ECS in Adobe PDF. 7.2 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. The Consultant will obtain updated species lists from the agencies web City of Federal Way Page 6 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 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 under Work Element 7. 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 Section 4(f) investigation will be documented as part of the ECS (Work Element 7.1) 7.3 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 of Federal Way 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: • The Consultant will assist the City of Federal Way 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: • No deliverable; the results of the Section 106 investigation will be documented as part of the ECS (Work Element 7.1) 7.4 Section Seven of the Endangered Species Act The Consultant will investigate potential effects of the project on Section Seven of the Endangered Species Act. The contractor will examine project footprint plans and conduct a site visit. Assumptions: ♦ No effects on Section Seven of the Endangered Species Act will be identified and a no effect determination will be made. Deliverables: ♦ No deliverable; the results of the Section Seven investigation will be documented as part of the ECS (Work Element 7.1) City of Federal Way Page 7 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 7.5 SEPA Checklist: SEPA is not required or included in this scope of work. Assumptions: ♦ The project will not require ROW acquisition. Work Element 8 Community and Agency Coordination (Not Used for this Project) 8.1 Provide meeting minutes and action items from City arranged project meeting with cooperating agencies. Work Element 9 Final Design The Consultant shall provide Final Plans, Specifications, and Estimates for review and approval by the City. Plans shall be formatted to provide sufficient detail for convenient field layout of proposed facilities. City standard details and WSDOT standard plans will be supplemented with project specific details as required. The 90% plans and specifications shall be stamped by a licensed Professional Engineer in the State of Washington. Final bid documents will be stamped and signed by a Professional Engineer licensed in the State of Washington. 9.1 Assemble title and index sheets that would include a vicinity map. 9.2 Assemble a sheet for symbol and abbreviation legends, general notes 9.3 Prepare one schematic map showing survey control monuments location and their coordinate values. 9.4 Prepare a signing plan for the following intersection: • SR 161 (16th Ave S) at SR 18 9.5 Prepare plans and details for signal modifications at the following intersections: • • 11th PI S at S 324th Street • 20th Ave S at S 336th Street • SW Campus Drive at WinCo Driveway • 32nd Ave S at S 320th Street • 20th Ave S and S 316th Street • 21st Ave S and SW 344th Street • 18th Ave S at S 288th Street • 23rd Ave S at S 317th Street • 20th Ave S at S 314th Street • 26t"Ave SW at SW 320th Street • 16th Ave S at SR 509 (S Dash Point Road) • 23rd Ave S at S 322nd Street • 23rd Ave S at S 314th Street • 21st Ave SW at SW 325th Place City of Federal Way Page 8 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 • 21st Ave SW at SW 334th Street • 9th Ave S at S 348th Street (N-S) • 16th Ave S at S 344th Street (E-W) 9.6 Perform 90% and Final Document Design quantity take-offs and opinion of costs. 9.7 Prepare contract specifications for the 90% and Final Document submittals based on current WSDOT/APWA standards (English), applicable amendments to the current WSDOT/APWA standards and applicable LAG standards. Work Element 10 Plan Production 10.1 Assemble and submit plans and specifications for 90 percent, and Final Document levels of design. • One full size set of plans • Six half-size sets of plans (11"x17"), including one unbound original • Six copies of specifications, including one unbound original • Six copies of the opinion of cost 10.2 Assemble and coordinate the printing of 50 sets of half-size contract plans, 50 sets of specifications for biddings, and Six full size sets of plans. Sheet List Title/index (1 sheet) Legend, Abbreviations General Notes (1 sheet) Survey Schematic (1 sheet) Signage (1 sheet) Signal Modifications (17 sheets) Details (1 sheets) TOTAL = 22 sheets Work Element 11 Assistance During Bidding 11.1 Prepare addenda and respond to bidders questions relayed through the City. It is. assumed that the Consultant will prepare one addendum. City of Federal Way Page 9 of 9 Citywide Flashing Yellow Arrow Retrofits Design Services 03/25/2015 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency,as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency.The format and standards to be provided may include,but are not limited to,the following: I. Surveying,Roadway Design&Plans Preparation Section A. Survey Data AutoCAD Civil 3D B. Roadway Design Files AutoCAD Civil 3D C. Computer Aided Drafting Files • AutoCAD Civil 3D Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 10/30/2014 D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency See Exhibit A F. Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 10/30/2014 H. Any Other Electronic Files to Be Provided See Exhibit A III.Methods to Electronically Exchange Data Via email or ftp site (.xlxs, .docx, .dwg, .pdf)as requested. WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 10/30/2014 A. Agency Software Suite Microsoft Office B. Electronic Messaging System Microsoft Outlook C. File Transfers Format As Requested WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 Exhibit D Prime Consultant Cost Computations Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 EXHIBIT D FEE SUMMARY Project: City of Federal Way Citywide Flashing Yellow Arrow Retrofits 3-Apr-15 Description Estimated Fee Work Element 1 - Project Management $7,104.34 Work Element 2-Quality Control/Quality Assurance $4,355.91 Work Element 3- Mapping $8,341.50 Work Element 4- Utility Mapping $3,708.60 Work Element 5- Geotechnical Report $8,815.55 Work Element 6- Preliminary Layout $26,663.11 Work Element 7- Environmental $4,865.98 Work Element 8- Community and Agency Coordination (Not Used) $0.00 Work Element 9- Final Design $62,192.55 Work Element 10 Plan Production $8,788.78 Work Element 11 -Assistance During Bidding $2,180.66 Total Estimated Fee $137,016.97 City of Federal Way Page 1 of 1 DKS Flashing Yellow Arrow 3/25/2015 c p—i v v = n n CA CT CA G) Ui O A A O W W W W W W O N N N N O Oc y x O O '2`2 W A CO N R N O) Cr A Ca N - F V O W y CJ N -+ w (p C o m m m m m N ° 70 o: mOOr- mm m m -om m m00 rw �oD m �o �o � � ,i o .oOOv o 0 o m m m w x o Un m. ° m 3 N 0 N 0'o 3 Q m cco o 0 0 U U c 5. m °-) Q o o m °' .oz.c S g- 0 ^ fl ' A y N , c c o y W N _ cs, j <. 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Department - Olympia,WA 96504-7300 Lynn Peterson 380-705-7000 Secretary of Transportation TTY 1-800-.833-6388 wwarwsdotwa.gav April 14, 2015 DKS Associates,Inc. 719-2nd Avenue, Suite 1250 Seattle,WA 98104-1706 Subject: Acceptance FYE 2013 ICR—Cognizant Review Request to Extend ICR through August 1,2015 Dear: Mr.Eric Shimizu Washington State Department of Transportation (WSDOT) has received your request to extend your currently approved Indirect Cost Rate (ICR.) We have accepted the ICR of 177.10% for FYE 2013, based on the "Cognizant Review" from Oregon Department of Transportation and extend it to August 1, 2015. This rate may be subject to additional review if considered necessary by WSDOT and will be applicable for Local Agency contracts only. Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. If you have any questions, feel free to call me at (360) 705-7106 or via email consultantrates@wsdot.wa.gov. Retards; K.JONSON Manager, Consultant Services Office EKJ:rck Acceptance Cognizant Review Exhibit E Sub-consultant Cost Computations There isn't any sub-consultant participation at this time.The CONSULTANT shall not sub-contract for Y p p the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting"of this AGREEMENT. • Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 10/30/2014 DKS Associates City of Federal Way Overhead Lane Use Control Signal Topographic Mapping and R/W Determination 4/13/2015 Hours Rate Amount Task 1 Survey Control for topo and boundary 8.00 $150.00 $1,200.00 Task 2 Survey Mapping 22.00 $150.00 $3,300.00 Task 3 Underground Utility Locate(by others) 24.00 $85.00 $2,040.00 Records research and color coded drawing of located utilities 11.00 $85.00 $935.00 Task 4 Base Map Preparation 20.00 $100.00 $2,000.00 Bondary determination 12.00 $125.00 $1,500.00 Clerical 1.00 $25.00 $25.00 Total $11,000.00 KPG City Wide FYA Project Exhibit B City of Federal Way Environmental Cost Estimate Project Project Manager Biologist Senior Biologist Environmental Classification Summary(ECS) Draft 2 6 Revise Draft 2 2 2 Final 2 2 1 Biological Assessment and Essential Fish Habitat 6 2 Cultural Resources Investigation 2 8 1 Total hours 8 24 6 Summary Hours Rate Cost Project Manager 8 $64.00 $512.00 Project Biologist 24 $22.00 $528.00 Senior Biologist 6 $50.00 $300.00 Total Labor $1,340.00 Overhead 110% $1,474.00 Profit 30% $402.00 Mileage $284.00 TOTAL ESTIMATED COST $3,500.00 Widener ENDESIGNY, April 13, 2015 DKS Associates 719 Second Avenue, Suite 1250 Seattle,WA 98104-1706 Attention: Mr. Richard Hutchinson, P.E. Revised Proposal Geotechnical Engineering Services City of Federal Way Citywide Flashing Yellow Arrow Retrofits Federal Way,Washington GeoDesign Project: DKS-5-01 INTRODUCTION GeoDesign, Inc. is pleased to present this proposal to provide geotechnical engineering services for the City of Federal Way(City)Citywide Flashing Yellow Arrow Retrofits project. The project include the installation of advanced overhead signage and flashing yellow arrow signal heads at several intersections in Federal Way,two of which require new signal pole foundations. The two locations where new overhead signs will require foundations support are as follows: • SR 161 NB at SR 18(Overhead Lane Use Control Signs): southbound side of the road approximately 400 feet north of the intersection • SR 18 EB at SR 161 (Overhead lane Use Control Signs): eastbound side of the road approximately 350 feet west of the intersection Geologic maps of the area indicate that it is underlain by Vashon Glacial till,which generally consists of silty sand to sandy silt matrix with variable gravel content and occasional cobbles and boulders. Geotechnical recommendations are required for signal pole foundations. We understand that the City can provide subsurface information at the location of the flashing arrow sign on the southbound side of the road approximately 400 feet north of the intersection of SR 161 NB andSR18. 10700 Meridian Avenue North,Suite 402 I Seattle,WA 98133 1 206.838.9900 www.geodesigninc.com SCHEDULE We will begin work on the project upon your notification to proceed. We have checked on the availability of drillers and anticipate that the drilling can be completed within approximately three weeks of notice to proceed, assuming that a right-of-way permit can be obtained within the three-week period. The work will be coordinated with you and the City to avoid/minimize impacts to traffic. Our memorandum will be available within two weeks after completion of the field explorations. Preliminary results can be provided as necessary. FEE Our services will be completed on a time and materials basis in accordance with the Schedule of Charges and General Conditions that are attached to and are part of this proposal. The estimated project cost is $8,500 for the scope of work described above. The following is an approximate breakdown of our charges and a detailed breakdown is attached. Activity Expenditures Subcontractors Drilling, Coring, and Traffic Control Subcontractors $4,350 GeoDesign, Inc. Logistics, Field Work, Locates, and Traffic Control Plans $1,700 Laboratory Testing 220 Geotechnical Analyses, Memorandum, and Project Management 2.230 Subtotal $4,150 Total $8,500 ♦ ♦ ♦ G EO DESIGN= 3 DKS-5-01:041315 GeoDesign,Inc.FEE SUMMARY Project:City Federal Way-Flashing Yellow Arrow Retrofits Job No. DKS-5-01 Date 4/13/2015 Standard Schedule(SS)or Direct Salary Cost(DSC) I SS Fixed Fee I Labor Rate 2015 Standard Schedule GeoDesign OH Rate,if DSC calculation Is used Include Laboratory Cost as Labor Hours NO If Labor Is DSC is the Fixed Fee=FF x(DSC+OH) ? NO If answered"YES"Enter Labor Division: Allowable Handling Charge 10.00% SeniorLabTech 25% Lab Technician I 75% GEODESIGN LABOR-Summary from Geodesign Fours W orksheet PROJECT PHASES OR TASKS Field Engineering Investigation Analysis and Laboratory Subcontractors Total Fours Labor Rate Cost Report CLASSIFICATION 1. Principal 1.0 3.0 0.5 4.5 $203.00 $914 2. Senior Associate 5185.00 3. Associate $174.00 4 Senior Project Manager $159.00 5. Project Engineer/Geologist II $149.00 6. Project Engineer!Geologist I 5140.00 7. EngineeritgIGealogical Stall-III 7.0 0.5 7.5 $121.00 $908 7 Engineering/Geological Staff II 12.0 12.0 $110.00 01,320 9 Engineenng/Geobgical Staff I 596.00 I0. Senior Technician flab) 392.00 - 11. CAD 3.0 3.0 392.00 0276 12. Technician!! $86.00 13. Technician(Lab) 375.00 14. Senior Project Assistant 4.0 4.0 $88.00 3352 15 Project Assistant $82.00 16. Support Staff 2.0 2.0 570.00 _ $140 SUBTOTAL-Labor $1,523 $2,224 $162 33.0 $3,909 $3,909 OVERHEAD(OH)COST(Including Salary Additives) FIXED FEE(FF): SUBTOTAL LABOR viiiiiir 01,013 $2,224 1482'MIIIIIMIIIIIIIIIIIIIIIIMIIIIIIIMNINIWMgM ' Field Engineering Investigators Analysis and Laboratory Subcontractors Unit Rate Extended Report EQUPWENT VEHICLE-GeoDesign-Full 1.5 Day $21.00 $32 VEHICLE-Maeage 240 Mae 50.63 $151 SAMPLING-GEO•RISC Sarrping Equipment 1 Day 010.00 $10 SAMPLING-ENV-Water Measurement&Sarrpiinq Day $44.00 INSTRUMENT-GEO-VWP&Minilogger Each $950.00 SUBTOTAL EQI9PMENT 0193 ;. .'" Y4:4041,4": rF"`••"Sis:s Field Engineering Investigation Analysis and Laboratory Subcontractors Link Rate Extended REO4BURSABLES: Report BOILS=Pe mils each $250.00 Vehicle Wear-Personal Car day $0.52 j SUBTOTAL REISEURSABLES ... - Field Engineering Investigation and Laboratory Subcontractors Unit Rate Extended LABORATORY TESTING: Report Moisbre-Oven 2 ea $25 $50 Particle Size Analysis ASTh1 C138 ea 0126 Atterberq Lints(ASMT(04318) ea $133 . SUBTOTAL LABORATORY n. ''$‘ 4°50 GepOesign Charges SubTotal $1,7107 $4,152 Field Engineering Investigation and Laboratory Subcontractors SUBTOTAL HC Extended SUBCONTRACTORS(include tax when appfeable) Reoort Subcontract Driller 03,000 S3,000 6300 33.300 U111ity Locator $200 S200 $20 S220 Traffic Control Services $750 S750 $75 $025 SUBTOTAL 5UBCCNSuLTANTS but HC $4,345 03.950 .$395 ,',..,f4.345.00' 34,345 Field Engineering Investigation Analysis and Laboratory Subcontractors Report "A7740,t,SUBTOTAL BYP ), 5,,;.c;. ,. , „ ";:;.$8.498.70' 1UTAL•ESTIMATED FEE ''', -x:,496.70 GEODESIGNZ GEOTECHNICAL LABORATORY SCHEDULE OF CHARGES TYPE OF TEST UNIT PRICE Atterberg Limits(ASTM D 4318-05) $ 170 CBR with 3-Point Proctor(ASTM D 1883-07) $ 650 Compaction(ASTM D 1557-07/ASTM D 698-07;Methods A,B,and C) 1 point $ 100 4 points $ 240 Consolidation(ASTM D 2435-04;with 2 timed rebounds) $ 440 Direct Shear(ASTM D 3080-04) 1 point $ 243 3 points $ 463 Moisture Content-Oven Method(ASTM D 2216-05) $ 26 Moisture/Density(ASTM D 7263) Rings $ 39 Shelby tubes $ 39 Organic Content(ASTM D 2974) $ 88 Particle-Size Analysis Sieve(ASTM C 117-04/ASTM C 136-06)(includes-200 Wash,Dry Sieve) $ 132 Percent passing No.200(ASTM C 117-04/ASTM D 1140-00) $ 83 Combined sieve and hydrometer(ASTM D 422-63) $ 221 Oversize sieve analysis(ASTM C 117-04/ASTM C 136-06) $ 221 Permeability Falling head in rigid wall permeameter(Army Corps Eng.EM 1110-2-1906,VII-13) $ 386 In triaxial cell with back pressure saturation(ASTM D 5084-03) $ 441 Flex wall with triaxial compression(ASTM D 5084/ASTM D 4767) $ 597 pH of Soil(ASTM G 51) $ 88 Resilient Modulus(AASHTOT 307-99) In situ sample $ 630 Remolded sample(includes compaction and sample preparation) $ 945 Rice Density(ASTM D 2041) $ 132 Soil Resistivity(ASTM G 57) $ 204 Specific Gravity Parafilm-coated core(ASTM D 1188) $ 49 Rice(AASHTO T 209) $ 100 Gravity core specific gravity(ASTM D 2726) $ 17 Gravel specific gravity(ASTM C 127) $ 79 Sand specific gravity(ASTM C 128) $ 105 Soil(ASTM D 854) $ 110 Swell(ASTM D 4546) Method A $ 348 Method B $ 243 Method C $ 607 Triaxial Compression Unconsolidated,undrained(back pressure saturation)(ASTM D 2850-03) $ 336 Consolidated,undrained, 1 point(AS TM D 4767-06) $ 441 Consolidated,undrained,strength envelope(ASTM D 4767-06) $1,323 9 P Load-controlled cyclic(ASTM D 5311) $1,323 Unconfined Compression Unconfined compression of undisturbed soil samples(ASTM D 2166-06) $ 127 Unconfined compression of cement-treated soils(ASTM D 1633-00) $ 86 Sample preparation(per hour) $ 68 Other tests charged at hourly rates. GeoDesign, Inc. reserves the right to subcontract any laboratory testing listed in our scope of work and to apply charges for subcontracted testing at the rates listed above. GEODESIGN= 01/01/15 quality,or performance of the work of any party retained by the Client to provide field or construction/remediation-related services. GeoDesign, Inc will not be responsible for,and will not have control or charge of,specific means,methods,techniques,sequences,or procedures of construction or remediation selected by any agent or agreement of the Client,or safety precautions and programs incident thereto. SAMPLE RETENTION AND DISPOSAL Non-hazardous samples will be discarded sixty(60)days after they are obtained unless prior arrangements are made to store or deliver the samples. Samples containing hazardous materials that are regulated under federal,state,or local environmental laws will be returned to the Client, at the Client's expense,unless other written arrangements have been made. INSTRUMENTS OF SERVICE Reports,field data,laboratory data,analyses,calculations,estimates,designs,and other documents prepared by GeoDesign,Inc as instruments of service shall remain the property of GeoDesign,inc. GeoDesign,Inc will retain pertinent records relating to the services performed for a period of P pertY 9 . 9 . P 9 ten(10)years following submission of the report. Copies of the instruments of service will be made available to the Client on request for a reasonable fee. Reuse of any instruments of service by the Client on extensions of this project,or on other projects,or otherwise outside the scope of this Agreement,without GeoDesign,Inc.'s written permission will be at the Client's risk. Client agrees to defend,indemnify,and hold harmless GeoDesign,Inc.from any claims,damages,and expenses arising out of such reuse. BILLING AND PAYMENT Billing for services will be submitted monthly. Payment is due on receipt of the invoice unless otherwise agreed in writing. A service charge of one and one-half percent(1-%z%)per month will be added to unpaid accounts due over thirty(30)days. Expenses incurred for liening or collecting delinquent amounts,including,but not limited to,attorneys'fees,legal costs,and charges for GeoDesign,Inc.'s staff time shall be paid In addition to the delinquent amount. T ERMINATTON OF SERVICES This Agreement may be terminated by either party upon at least seven(7)days written notice in the event of substantial failure by the other party to perform in accordance with the terms and conditions through no fault of the terminating party. Such termination shall not be effective if the failure has been remedied before expiration of the period specified in the written notice. In the event that the Client requests early termination of our services,GeoDesign,Inc.reserves the right to complete such analyses and records as are necessary to place its files in order and to complete a report on the services performed to date. Charges for these termination activities shall be in addition to all charges incurred up to the date of termination. INSURANCE GeoDesign,Inc.maintains Worker's Compensation and Employer's Liability Insurance as required by state laws. GeoDesign,Inc also maintains comprehensive general,auto,professional,and environmental impairment liability insurance,certificates of which are available on request. LIMITATION OF REMEDIES General:The parties agree that GeoDesign,Inc.'s limit of liability applies to all of its work on this project that is the subject of this Agreement. All prior and subsequent phases of work completed by GeoDesign,Inc.for this project will be executed under the terms of these General Conditions, and the aggregate liability for all phases of this project,including any indemnity obligation,will be the limits identified below. Non-Professional Liability Claims: In the performance of this Agreement and subject to the limits,terms,and conditions of property damage and public liability coverage,GeoDesign,Inc.agrees to indemnify and hold Client harmless from GeoDesign,Inc's proportional share of liability resulting from its negligence or breach of contract compared to that of other persons or entities which results in damage to Client. GeoDesign,Inc. shall not be responsible for any loss,damage,or liability beyond the amounts,limits,coverage,or conditions of its insurance coverage on the date the daim is made. GeoDesign,Inc shall not be responsible for Client's negligence nor the negligence of third parties. Professional Liability Claims: In consideration of relative opportunities for financial reward from this project for the parties to this Agreement,Client agrees that the maximum aggregate amount of its recovery from GeoDesign,Inc.or its employees due to any and all daims of professional negligence and breach of contract arising out of any incident on non-residential projects shall be limited to the amount of GeoDesign,Inc.'s fee for the services provided under this Agreement or$50,000,whichever is the greater,unless a higher limit with commensurate compensation is specifically negotiated. Professional liability on residential projects is limited to the amount of GeoDesign,Inc's fee for the services provided under this Agreement. GeoDesign,Inc.shall not be responsible for Client's negligence,breach of contract,willful misconduct or other fault,or that of its • contractors,agents,other consultants or third parties. CONSEQUENTIAL DAMAGES Neither Client nor GeoDesign,Inc shall be liable for consequential damages,including loss of use or loss of profits,or indirect damages,regardless of whether such claim is based upon alleged breach of contract,willful misconduct,strict liability,breach of warranty or negligent act,error or omission,whether professional or nonprofessional. DISPUTES Any dispute,controversy,or claim arising out of or relating to this Agreement,or breach thereof,shall be referred to mediation before litigation may be pursued,unless the parties mutually agree otherwise. The law of the State of Oregon will govern the validity and execution of this Agreement and the disposition of any claims related to this Agreement. TIME BAR TO LEGAL ACTION Legal actions by either party against the other for breach of this Agreement,failure to perform in accordance with the applicable standard of care, claims of misrepresentation,or any other tort claim shall be barred two(2)years after the date Claimant knew or should have known of any damage or injury as a result of the services provided under this Agreement or six(6)years after termination of GeoDesign,Inc.'services,whichever is earlier. ASSIGNS Neither the Client nor GeoDesign,Inc.may delegate,assign,sublet,or transfer the duties,interests,or responsibilities set forth in this Agreement to other entities without the written consent of the other party. SURVIVAL These terms and conditions shall survive the completion of the services under the Agreement and the termination of the Agreement for any cause. SEVERABILITY Any element of this Agreement later held to violate a law or regulation shall be deemed void,and remaining provisions shall continue in force. Client and GeoDesign,Inc.shall in good faith attempt to replace any invalid or unenforceable provision with one that is valid and enforceable,and which comes as close as possible to expressing the intent of the original provision. G EODESIGN? 080213 Exhibit F Title VI Assurances During the performance of this AGREEMENT,the CONSULTANT, for itself,its assignees,and successors in interest agrees as follows: 1. 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 this 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 this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. 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. Info rmation 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 the AGENCY,the 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,the STATE,or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. 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 this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation,termination,or suspension of this AGREEMENT,in whole or in part. 6. Incorporation of Provisions:The CONSULTANT shall include the provisions of paragraphs(1)through (5)in every subcontract, 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 STATE,the AGENCY,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 enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition,the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: AG 15- i WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 10/30/2014 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Federal Way Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters- Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data • Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of DKS Associates whose address is 719 2nd Avenue-Suite 1250, Seattle,WA 98104 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage,brokerage,contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT;or c) Paid, or agreed to pay,to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee, contribution, donation,or consideration of any kind for,or in connection with,procuring or carrying out this AGREEMENT;except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Federal Way 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. DKS Associates Consultant(Firm Name) L.5";—/I3 Signature(Authorized Official sultant) Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-1(b) Certification of City of Federal Way I hereby certify that I am the: ® Mayor,Jim Ferrel 0 Other of the City of Federal Way ,and DKS Associates or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain,or agree to employ to retain, any firm or person;or b) Pay,or agree to pay,to any firm,person,or organization, any fee,contribution,donation,or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the 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. .71)4.0,( SlS /5 Sign Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred, suspended,proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three(3)year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a public(Federal, State,or local)transaction or contract under a public transaction;violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State,or local)with commission of any of the offenses enumerated in paragraph(1)(b) of this certification; and D. Have not within a three(3)year period preceding this application/proposal had one or more public transactions(Federal, State and local)terminated for cause or default. II. Where the prospective primary 3 p artici ant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. DKS Associates Consultant(Firm Name) c.51?--k Signature(Authorized Official of ultant) Date Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies,by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that: 1. 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, a officer or employee of Congress,or any employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative AGREEMENT,and the extension, continuation,renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant, loan or cooperative AGREEMENT,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00,and not more than$100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts,which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. DKS Associates Consultant(Firm Name) X,113 Signature(Authorized Official of Consultan Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief,the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation(FAR)and required under FAR subsection 15.403-4)submitted, either actually or by specific identification in writing,to the Contracting Officer or to the Contracting Officer's representative in support of Citywide Flashing Yellow Arrow Retrofits *are accurate,complete,and current as of April 27,2015 **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: DKS Associates Signature , Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII,Legal Relations and Insurance of this Agreement is amended to$ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract,whichever is greater,then justification shall be submitted to the Federal Highway Administration(FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENCY may,at its own cost,reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase,premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: AG 15 WSDOT Form 140-089 EF Exhibit H Page 1 of 1 Revised 10/30/2014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care.In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s)is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s).For federally funded projects,the Region Local Programs Engineer should be informed and involved in these procedures. (Note:The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s)and the magnitude of the alleged error(s),and with the Director of Public Works or Agency Engineer's concurrence,the project manager obtains more detailed documentation than is normally required on the project.Examples include: all decisions and descriptions of work;photographs, records of labor,materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further,the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s)and the magnitude of the alleged error(s).The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project 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 error(s)occurred.If this is the case, then the Director of Public Works or Agency Engineer, or their representatives,negotiate a settlement with the consultant.The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place.The agency is to provide LP,through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any,as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s).The consultant may request that the alleged design error(s)issue be forwarded to the Director of Public Works or Agency Engineer for review.If the Director of Public Works or Agency Engineer,after review with their legal counsel,is not able to reach mutual agreement with the consultant,proceed to Step 5. Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit i Page 1 of 2 Revised 10/30/2014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA.LP will meet with representatives of the agency and the consultant to review the alleged design error(s),and attempt to find a resolution to the issue.If necessary,LP will request assistance from the Attorney General's Office for legal interpretation.LP will also identify how the alleged error(s)affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution.LP, in consultation with FHWA,will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit I Page 2 of 2 Revised 10/30/2014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s)on a consultant agreement.The following procedures should only be utilized on consultant claims greater than$1,000.If the consultant's claim(s)are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps.It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total$1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work,they may be entitled to a claim.The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars,overhead costs,profit and reimbursable costs associated with the additional work;and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1,the next step in the process is to forward the request to the Agency's project manager.The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim.If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer.If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager,Director of Public Works or Agency Engineer,WSDOT Local Programs (if applicable), and FHWA(if applicable)agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement,or create a new agreement for the claim.After the request has been approved,the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim.Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Agreement Number: AG 15- WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 10/30/2014 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 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 a ent for the agreement is subject to audit. p ym 1�' subject Number: AG 15- WSDOT Form 140=089 EF Exhibit J Page 2 of 2 Revised 10/30/2014