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AG 17-128 RETURN TO: PW ADMIN EXT: 2700 ID#: 3835 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIv: PUBLIC WORKS/Capital En gin DIVISIOn ,. ORIGINATING STAFF PERSON: Naveen Chandra EXT: 2729 3. DATE REQ.BY:ASAP i, TYPE OF DOCUMENT(CHECK ONE): p 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 AmENt)\i1=N-I'(A(';4): 17-128 ❑ INTERLOCAL ❑ OTHER Suppiement #04 I. PROJECT NAME: Citywide Adaptive Traffic Control System i. NAME OF CONTRACTOR Transpo Group USA, Inc ADDRESS: 12131 113thLL.Ayenue NE, Suite203 Kirkland, WA 98034 nLEPHONE:425-821-3665 E-MAIL:Nan.getersonatranspo rou .cC7m FAX: SIGNATURENAME: Kevin Collins, PE TITLE: Prinicipal i. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHEF REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# ,EXP. TERM: COMMENCEMENT DATE:August 10, 2017 COMPLETION DATE: 12/31/2021 i. TOTAL COMPENSATION:$NO Change (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: d YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: d YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 306-4400-202-595-64-411 �. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED A PROJECT MANAGER NG-11/1912020 A DIVISION MANAGER SLH 11/23/2020 6 DEPUTY DIRECTOR DSw 11/24/2020 A DIRECTOR 4 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT ER 11/30/2020 0. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 1. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �2 I2' `� DATE REC,D:f 2 [It I?� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT SIGNATORY(MAYOR OR DIRECTOR) CITY CLERK 0q L rr� tj f � ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: ;OMMENTS: ?XECUTE"2 "ORIGINALS 1/2020 Am Washington State Department of Transportation Supplemental Agreement Organization and Address Number 04 Transpo Group USA,Inc - 12131 113th Avenue NE,Suite 203 Original Agreement Number Kirkland,WA 98034 AG 17-128 Phone: 425-821-3665 Project Number Execution Date Completion Date CM-HSIP-OOOS(464) &CM 9917(031) December 31, 2021 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System No Change Description of Work Time Extension Only The Local Agency of City or Federal_wav desires to supplement the agreement entered in to with Tranapo Group , Inc and executed on August 10,2017 and identified as Agreement No. AG 17-128 _ All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: I Section 1, SCOPE OF WORK, is hereby changed to read: No Change II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: Decemher 31_.2021 III Section V, PAYMENT, shall be amended as follows: No Change as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By:KevirtoCollins, PE. PTOE By: Jiz ti Ferrell Consu tan i nature Approving Authority Signature Date DOT Form 140-063 Revised 09/2005 ssNrP�r t � snand Charities Filing System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA,98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA,98034-6944, UNITED STATES Expiration Date: 12/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: RRI irF HAI nOPq Street Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA, 98034-6944, UNITED STATES Mailing Address: 12131 113TH AVE NE STE 203, KI RKLAN D,WA, 98034-6944, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BRUCE HALDORS GOVERNOR INDIVIDUAL MCKINNEYJR DANIEL GOVERNOR INDIVIDUAL SWENSON MICHAEL GOVERNOR INDIVIDUAL BRINKERHOFF SARAH Back Filing History Name History Print Return to Business Search transp WHAT TRA[ Project Contract Signature Authorit The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management.The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Hicham F. Chatila Michael J.Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L.Jones Patrick B. Lynch John H. Duesing Approved by: Bruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: March 18, 2020 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 425.821.3665 1 tranSpo,-;+ ,A-`acorn `1% DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton &Associates PHONE FAx P. O. Box 12675 A/c,No,Et): 510-465-3090 C NO),510 452-2193 E-MAIL Oakland, CA 94604-2675 ADDRESS: Certdicates@Deale-yrenton.com License#0020739 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Charter Oak Fire Insurance Company 25615 INSURED TRANGRO-08 INSURER B:The Travelers Indemnity Company 25658 Transpo Group USA, Inc. 37540 12131 113th Ave NE, Suite 203 INsuRERc:Beazley Insurance Company Inc Kirkland,WA 98034 INSURER D:Travelers_Property Casualty Company of America 25674 425 821-3665 INSURERE: HARTFORD INSURANCE COMPANY 38288 INSURER F COVERAGES CERTIFICATE NUMBER:1015466917 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE 'ADDL:SUBR POLICY EFF POLICY EXP LIMITS LTR I SO WV POLICYNUMBER MM/DD/YYYY MM/DD/YYYY_,____� A X COMMERCIAL GENERAL LIABILITY Y Y 68051-1922543 1/1/2020 1/1/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE : X OCCUR tV;S r,(E d NiFU 3 E5 e uc:uuerr:r,t $1,000,000 X Contractual Liab MED EXP(Any one person) $10.000 _ X XCU Included PERSONAL&ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: JI GENERAL AGGREGATE $2,000.000 POLICY PE LOC I PRODUCTS-COMP/OP AGG $2,000.000 $ B AUTOMOBILE LIABILITY Y Y BA4F (Ea acctidenlrit)625154 1/1/2020 1/1/2021 COMBINED LIMIT $1,000,000 _ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident 1 $ D X UMBRELLA LIAB X OCCUR CUP41`625338 1/1/2020 1/1/2021 EACH OCCURRENCE $5,000,000 EXCESS LIAB CI".;MS f:1P�GE, AGGREGATE $5.000,000 DIED X RETENTION$ n nnn $ E WORKERS COMPENSATION Y 57WECZS7222 1 1/1/2020 1/1/2021 IX STq UTF -_____-__ER ; WA Stop Gap A AND EMPLOYERS'LIABILITY y/N 6805H922543 I 1/1/2020 1/1/2021 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A --- - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under mmM m DESCRIPTION OF OPERATIONS below i E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability V1D535200401 1/1/2020 1/1/2021 $2,000,000 Per Claim Claims Made Form $4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE Transpo Project#1 16174 00 Federal Way Citywide Adaptive Traffic Control System-The State and City of Federal Way,their officers,employees,and agents are named as additional insureds as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s).SEE CANCELLATION SECTION of Certificate for 30 Day Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION 30 Day NOCi10 Day for NonPa r of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Desiree Winkler 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 �� 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 68051-1922543 ISSUED DATE: 12/23/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL MSU - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organ izati on(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the"products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or"property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 9 ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER 6805H922543 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 12/23/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDMONAL MSU - OWNERS, LESSEES OR CONTRACTORS - SCHEDULE PERSON O 0RNIZA o M This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organ ization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or"property damage" occurs or the"personal injury" or"advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II —Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6805H922543 ISSUED DATE: 12/23/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAR ST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products- is amended by the addition of the following: completed operations hazards." This waiver applies We waive any right of recovery we may have against only to the person or organization shown in the the person or organization shown in the Schedule Schedule above. above because of payments we make for injury or CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 POLICY NUMBER: 6805H922543 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER d S A CE — ADD O AL INSUREDS — PRWARY AND NOWCONTMBUTORY MTHRESPECT 1-0 CERTAR4 OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary (1) The "bodily injury" or"property damage"for which Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence" ERAL LIABILITY CONDITIONS: that takes place; and However, if you specifically agree in a written contract (2) The "personal injury" or "advertising injury" for or agreement that the insurance afforded to an addi- which coverage is sought arises out of an offense tional insured under this Coverage Part must apply on that is committed; a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that subsequent to the signing and execution of that con- is available to such additional insured which covers tract or agreement by you. such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 ©2008 The Travelers Companies, Inc. Page 1 of 1 Policy# BA4F625154 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WMVER OF SUBROGAMN This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident' or "loss", provided that the CONDITIONS Section: "accident' or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission BA4F625154 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOWCONTMBUTORY MTH OTHER GNSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: Endorsement Number: Effective Date: 01 101/2 02 0 Effective hour is the same as stated on the Information Page of the policy Named Insured and Address: Transpo Group USA,Inc. Kirkland,WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Cancellation 2 Hazards 05 Liberalization 2 03 Waiver of Our Right to Recover from 4 SECTION II 2 Others VOLUNTARY COMPENSATION INSURANCE 2 04 Foreign Voluntary Compensation 4 06 Voluntary Compensation Insurance A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 2 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT 3 H. Endemic Disease 5 07 Employers' Liability Stop Gap 05 Longshore and Harbor Workers' 5 Coverage 3 Compensation Act Coverage A. Stop Gap Coverage Limited to Endorsement Montana, North Dakota, Ohio, 3 SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: Policy Expiration Date: ©2000, The Hartford SECTION I PARTS ONE and TWO the Information Page, coverage will not be 1. WE WILL ALSO PAY afforded for that state unless we are notified D. We Will Also Pay of Part One (WORKERS' within sixty days. COMPENSATION INSURANCE); and PART SIX E. We Will Also Pay of Part Two (EMPLOYERS' 3. Transfer Of Your Rights and Duties LIABILITY INSURANCE) is replaced by the following: C. Transfer Of Your Rights and Duties of Part 6 We Will Also Pay (Conditions) is replaced by the following: We will also pay these costs, in addition to Your rights or duties under this policy may not other amounts payable under this insurance, be transferred without our written consent. as part of any claim, proceeding, or suit we If you die and we receive notice within sixty defend: days after your death, we will cover your legal 1. reasonable expenses incurred at our representative as insured. request, INCLUDING loss of earnings; 4. Cancellation 2. premiums for bonds to release Paragraph 2. of D. Cancellation of Part 6 attachments and for appeal bonds in bond (Conditions) is replaced by the following: amounts up to the limit of our liability 2. We may cancel this policy. We must mail or under this insurance; deliver to you not less than 15 days advance 3. litigation costs taxed against you; written notice stating when the cancellation is 4. interest on a judgment as required by law to take effect. Mailing that notice to you at until we offer the amount due under this your mailing address shown in Item 1 of the law; and Information Page will be sufficient to prove notice. 5. expenses we incur. 5. Liberalization PART THREE If we adopt a change in this form that would broaden the coverage of this form without extra 2. How This Insurance Applies charge, the broader coverage will apply to this Paragraph 4. of A. How This Insurance Applies policy. It will apply when the change becomes of Part 3 (Other States Insurance) is replaced by effective in your state. the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 2. The bodily injury must arise out of and in LIABILITY COVERAGE the course of employment or incidental to 6. Voluntary Compensation Insurance work in a state shown in Item 3.A. of the Information Page. A. How This Insurance Applies 3. The bodily injury must occur in the United This insurance applies to bodily injury by States of America, its territories or accident or bodily injury by disease. Bodily possessions, or Canada, and may occur injury includes resulting death. elsewhere if the employee is a United 1. The bodily injury must be sustained by any States or Canadian citizen, or otherwise officer or employee not subject to the legal resident, and legally employed, in the workers' compensation law of any state United States or Canada and temporarily shown in Item 3.A. of the Information away from those places. Page. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 4. Bodily injury by accident must occur keep an amount equal to our expenses of during the policy period. recovery and the benefits we paid. We will 5. Bodily injury by disease must be caused pay the balance to the persons entitled to it. If or aggravated by the conditions of the the persons entitled to the benefits of this officer's or employee's employment. The insurance make a recovery from others, they officer's or employee's last day of last must reimburse us for the benefits we paid exposure to the conditions causing or them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) B. We Will Pay applies to bodily injury covered by this We will pay an amount equal to the benefits endorsement as though the State of that would be required of you as if you and Employment was shown in Item 3.A. of the your employees were subject to the workers' Information Page. compensation law of any state shown in Item This provision 6. does not apply in New Jersey or 3.A. of the Information Page. We will pay Wisconsin. those amounts to the persons who would be EMPLOYERS' LIABILITY STOP GAP COVERAGE entitled to them under the law. C. Exclusion 7. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease law B. Part One (Workers' Compensation Insurance) or any similar law, does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) 3. officers or employees who have elected applies in the states, shown in Paragraph A., not to be subject to the state workers' as though they were shown in Item 3.A. of the compensation law. Information Page. 4. partners or sole proprietors not covered D. Part Two, Section C. Exclusions is changed under the Standard Sole Proprietors, by adding these exclusions. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury Before we pay benefits to the persons entitled resulting from an act which is determined to them, they must: by an Ohio court of law to have been 1. Release you and us, in writing, of all committed by you with the belief than an responsibility for the injury or death. injury is substantially certain to occur. However, the cost of defending such 2. Transfer to us their right to recover from claims or suits in Ohio is covered. others who may be responsible for the injury or death. 13. bodily injury sustained by any member of 3. Cooperate with us and do everything the flying crew of any aircraft. necessary to enable us to enforce the right 14. any claim for bodily injury with respect to to recover from others. which you are deprived of any defense or defenses or are otherwise subject to If the persons entitled to the benefits of this penalty because of default in premium insurance fail to do those things, our duty to pay ends at once. If they claim damages from under the provisions of the workers' you or from us for the injury or death, our duty compensation law or laws of a state to pay ends at once. shown in Paragraph A. E. This insurance applies to damages for which E. Recovery From Others you are liable under West Virginia Code Annot. If we make a recovery from others, we will S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Item 3.13. of the Information Page is replaced by Employers' Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in policy, we shall not deny coverage under this Item 3.A. of the Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply in the states law, or similar law. of Pennsylvania and Utah. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct direct or indirect, of war, invasion, act of result of bodily injury. Foreign enemy, hostilities (whether war be Our reimbursement shall be limited as follows: declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving this 2. in the event of death, to the amount by limitation unless specific reference is which such expenses exceed the normal made thereto. cost of returning the officer or employee if D. Before We Pay alive and in good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them, you must have them: the bodily injury by accident limit shown in Item 3.13. of the Information Page as respects 1. release you and us, in writing, of all any one such officer or employee whether responsibility for the injury or death, dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything necessary to enable us to enforce the right The coverage applies as if endemic diseases to recover from others. were included in the provisions of the workers' compensation law. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends 5. Longshore and Harbor Workers' Compensation at once. If they claim damages from us for the Act Coverage injury or death, our duty to reimburse ends at General Section C. Workers' Compensation once. Law is replaced by the following: E. Recovery From Others C. Workers'Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. We occupational disease law of each state or will pay the balance to the persons entitled to territory named in Item 3.A. of the Information it. If persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- the amounts that we have reimbursed you. 950). It includes any amendments to those F. Reimbursement for Actual Loss Sustained laws that are in effect during the policy period. This endorsement provides only for It does not include any other federal workers or workers' compensation law, other federal reimbursement for the loss you actually occupational disease law or the provisions of sustain. In order for you to recover loss or any law that provide nonoccupational disability expenses under this reimbursement you must: benefits. 1. actually sustain and pay the loss or Part Two (Employers' Liability Insurance), C. expense in money after trial, or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshore and Harbor loss or expense. Workers' Compensation Act. G. Repatriation This coverage does not apply to work subject Our reimbursement includes the additional to the Defense Base Act, the Outer expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered States: Countersigned by Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 RETURN TO: PW ADMIN EXT: 2700 ID#: 21i),325 5 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS 2. ORIGINATING STAFF PERSON: .1 t�IM p� �'I !I L42 EXT: XZ 3. DATE REQ.EY: �� 1 3. TYPE OF DOCUMENT(CHECK ONE): Cl 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 ll �f ❑ RESOLUTION A UONTRACTAMENDMENT AG#): I i ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: t AqVL.' CM� GI' Ml t�` ��f} 5. NAME OF CONTRACTOR: MI &D-0o(J'`�f""1"1 ADDRESS: TELEPHONE: E-MAIL: FA.K: SIGNATURE NAME: TITLE: 6. P?CHIBITS.,kND ATTACHLAtI;NTS2<"SCOPE,WORK OR SERVICEalrCOMPENSATION ❑ NSURANCE REQUIREMENTS/CERTIFICATE o ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP.12/31/ UBI# ,EXP.—/—/—, '} 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: Q/711/.��-7L-iJr ) -�- S. TOTAL COMPENSATION:$ _ F� 1 �Z� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHtDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES 12-N0 IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED IRCHASING: PLEASE CHARGE TO: S- 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER u DIVISION MANAGER v6EPUTY DIRECTOR ��e -- "C 12A4 1T W'DIRECTOR I❑ RISK MANAGEMENT (IF APPLICABLE) a�'EAW DEPT A T7711 10, COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: . P')4 — COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: klln� COUNCIL APPROVAL DATE: 11. CO SIGN kTURE ROLTItiI; 01mav-� SIPNII 1'()vI. :I Ii ifs;-(:0'NI I RAc"Ir)R DATE SENT: f3DATE REC'D:� hq ❑ ATTACH: SiGNATURL-ALTHORiTY, INSURANCE CERTIFICATE,Li ENS S,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT Y S[cN.%Tnln'(MAYOR OR DIRECTOR) c ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: 90 ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE ORiGRNk S � -4\ its Nd 10, vi r 1/2018 Letter of Transmfttai transpogroup WHAT TRANSPORTATION CAN BE. AFI To: Desiree Winkler, PE Date: August 6, 2019 City of Federal Way _ From: Anissa Corea, Sr. Project Accountant 33325 8th Avenue South Job #: 1.16174.00 Federal Way, WA 98003 Re: Citywide Adaptive Traffic Control System Transmitted By: ❑ Fax ❑ Courier ® Mail ❑ Delivery 46 2 1 Supplemental No. 3 to Local Agency Agreement, signed by Transpo These are transmitted as checked below: ❑ As requested ❑ For your use ❑ For approval ❑ For review& comment ❑ Approved as submitted ❑ Approved as noted ❑ Returned for corrections ® For Signature Remarks: When fully executed, please email a copy to Anissa.CoreaC�TranspoGroup.com. Thank you. cc: ❑ Transmittal Only Signed: ❑ Transmittal Only ❑ Transmittal Only ❑ Transmittal Only If enclosures are not as noted, please notify us at once. 12131 113th Avenue NE, Suite 203, Kirkland,WA 98034-7120 1 425.821.3665 Fax: 425.825.8434 AML Washington State Department of Transportation Supplemental Agreement Organization and Address Number _3 Transpo Group USA,Inc. Original Agreement Number 12131 113th Ave NE, Suite 203 Kirkland,WA 98034 17-128 Phone: 425-821-3665 Project Number Execution Date Completion Date OOOS (464) December 31,2020 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System $458,242.00 Description of Work Provide professional services related to the design,deployment,and construction of a citywide adaptive traffic control system for up to 57 intersections. The Local Agency of City of Federal Way desires to supplement the agreement entered in to with Transpo Group USA,Inc. and executed on august 10.2017 and identified as Agreement No. 17-128 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: I Section 1, SCOPE OF WORK, is hereby changed to read: Tasks included in Exhibit A-3 are added to the scope of work. I I Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31,2020 III Section V, PAYMENT, shall be amended as follows: See attached Exhibit D-3.Reduce the total contract amount by$21,285.00 for Task 2;reduce the total contract amount by $30,207.00 for Task 4; and increase the total contract amount by$124,806.00 for system deployment and construction engineering support for a net increase of$73,494.00 making a new total contract amount of$458,242.00. as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By: L - ll`� By:=i r Consultant Signature VApproving Authority Signature Date DOT Form 140-063 Revised 09/2005 Exhibit A-3 Amendment to Agreement for Services Client Name: City of Federal Way- Project a -Project Name: Citywide Adaptive Signal Control System Original Agreement Dated: August 10, 2017 Amendment Dated: June 28, 2019 TG: 1.16174.00 The existing Agreement for Services between Transpo Group (Transpo) and the City of Federal Way (Client) is amended to include the following additional services, revised fee projection, and schedule. All terms and conditions described in the Agreement remain in force and are not modified by this Amendment. Scope of Services In addition to the services described in Exhibit A of the Agreement and Exhibit A-1 of Supplement 1, Transpo will provide the following services: Task 2—ASC System Engineering Amended Scope of Services: Subtask 2.8: ASC Implementation Technical Support The duration of the ASC Technical Support services is expected to cover the period in which the ASC system integration work will be performed by the successful bidder. Under this task, Transpo will provide the City with technical support services to assist with the implementation, which may include tasks such as attending technical implementation meetings, responding to technical questions that arise during implementation, field reviews, and system commissioning. Note that vehicle detection design will require discussions with the selected ASC Vendor. This work is included under Task 3 and Task 5. Due to the uncertainty in the quantity and frequency of technical support requests, Transpo will perform these services on a time and materials basis. A budgetary Not-to-Exceed amount is reflected in the fee estimate for this task. A contract amendment will be negotiated with the City for efforts spent beyond this budgetary fee estimate. Meetings associated with this task are not included in Task 1.4. Deliverables: • Participate in weekly progress meetings with the ASC Vendor. • Maintain a running log of technical support issues and resolution matrix. • Respond to requests for information (RFI's)during the implementation phase. • Conduct field reviews with project stakeholders and ASC Vendor as necessary. Review of the ASC Vendor Verification Plan. Assist with final system commissioning. Subtask 2.9: ASC Validation Report As part of the Systems Engineering phase on the project, a Validation Plan was prepared to outline how the performance of the system will be measured. Under this task, Transpo will prepare a report to document the "before and after" performance metrics that will demonstrate the effectiveness of the ASC technology, in accordance with the FHWA Model Systems Engineering Documents for ASCT Systems. The report will specifically address quantifiable metrics that relate to arterial travel times, average speeds, duration of congestion, and transit travel times (where the information exists). Where available, intersection-level performance measures (e.g., turning movement counts, split utilization, arrivals on red, etc.)will also be evaluated. Within this plan, the 1.16174.00 1 July 29,2019 M:\16\1.16174 00-Federal Way ASC Systems Engineering\Admin\Contract\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx means for data collection and data analysis will also be described to demonstrate consistency with the ASC Concept of Operations. Transpo will review the draft report with the City and the partnering agencies. Applicable comments will be implemented as part of a final Validation report. Deliverables: • Draft and Final Validation Report. • Comments tracking spreadsheet for draft Validation Report. Task 5 — Intelligent Transportation Systems PS&E — Phase 3 Task 3 is based on a total of 44 signalized intersections (33 for Phase 1 and 11 for Phase 2). An additional 13 signalized intersections will be included as part of Phase 3, which are included as part of Task 5. The purpose of this task is to prepare and deliver a full set of PS&E documentation including a complete bid package. The plans will be prepared to satisfy the items identified in the Project Development Checklist from the WSDOT Local Agency Guidelines (M 36-63.18) Appendix 14.52 under "PS&E Completed" as required for this project. Components of the design include communication infrastructure and vehicle detection equipment to support ASC operation as well as CCTV cameras for roadway monitoring. This task is broken down into the following subtasks: 5.1 As-built Review and Field Investigation 5.2 ITS Plans, Specifications, and Estimate 5.3 Temporary Traffic Control Plans 5.4 Bidding Support Services 5.5 Meetings Subtask 5.1: As-Built Review and Field Investigation Transpo will consult with all the stakeholders to provide existing documentation (as-builts)on the existing signal system components along the project corridors. The documents will include but not be limited to the following elements: • Signal controller hardware and software • Vehicle detection systems • Communication systems • Central system hardware and software • Transit signal priority hardware • Preemption hardware • CCTV camera equipment After reviewing the documents, Transpo will identify items that require a field investigation (included in Task 1.4). A checklist will be developed and will be used in the investigation. The field investigation will focus on the following elements: Traffic Signal Cabinets An inventory for each traffic signal cabinet will be performed identifying the type of cabinet, existing controller equipment model, detection equipment and communication equipment. Photos will be taken to document configuration and available capacity. Within the cabinet, the number, size and relative location of conduits entering through the cabinet foundation will be documented. Existing Junction Boxes and Conduits The existing junction boxes proposed to carry new conductors or fiber cabling will be inventoried. Conduit and conductor diameters be measured for conduit capacity calculations. Conduit proofing during the design phase will be at the discretion of the City. CCTV Camera Review All existing CCTVs are assumed to be owned and operated by the Federal Way Police Department. It will be the responsibility of the City to determine if CCTV access rights are available which could reduce the total number of CCTVs deployed as part of this project. For proposed CCTV locations, a field scan will will 1.16174.00 2 July 29,2019 M:\16\1.16174.00-Federal Way ASC Systems Engineering\Admin\Contract\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx occur. The data obtained will identify overhead conflicts and site line obstructions. It is anticipated that cameras will be mounted on existing signal infrastructure and power and communication will be provided from existing traffic signal cabinets. The initial location will therefore be identified at the signal pole nearest the traffic signal cabinet. Based on the field review alternative locations may be identified to improve visibility or due to other constraints, such as, but not limited to, cable length restrictions associated with Ethernet communication. Transpo will coordinate with City staff if a bucket truck survey is required. Vehicle Detection Review Transpo will work alongside the selected ASC Vendor to identify vehicle detection requirements along the corridor and each intersection. When possible, existing detection shall be repurposed for the ASC system. Where new detection is required, Transpo will schedule a field visit with the selected ASC Vendor to evaluate detection installation locations and the use of existing infrastructure for cable routing or vehicle detection equipment mounting. To be furnished by City: • Existing signal infrastructure documentation (as-builts) • Aerial photography of project area • Access to traffic signal cabinets (Transpo to coordinate with applicable agency) • Access to junction boxes • Availability of City technical staff during field investigations Deliverables: • Field inventory documentation o Signal controller cabinet inventory with photos o Existing conduit and cabling field notes (available upon request) o Proposed CCTV camera locations o Proposed vehicle detection locations e Subtask 5.2: ITS Plans, Specifications, and Estimate ITS plans, specifications, and estimate are broken down into 30%, 85%, 100%, and final for bid submittal. 30% Engineering Design Aerial photography and as-built information will be used to prepare the preliminary engineering drawings. The preliminary(30%) engineering drawings will show general location of existing and proposed equipment with construction notes and preliminary layout of restoration items such as roadway, sidewalk and landscaping. No wiring details and/or schedules will be prepared at this stage. 30% plans will be submitted to the City for review and comment. The cost estimate will be prepared and show list of quantities and unit costs with contingencies. Deliverables: • Preliminary(30%) engineering ITS plans drawings and opinion of cost(PDF copy in 11x17 size format). • Completed Public Interest Finding (PIF)documentation, using WSDOT Electronic Forms, and coordination with Local Programs per WSDOT LAG Manual for any items that need City procurement or sole sourcing. 85% Engineering Design This subtask will develop 85% engineering design documents including plans, special provisions, and estimates for the elements described in the 30% engineering design subtask above. The City's comments from the 30% engineering design review will be incorporated into the 85% design. The 85% design shall include: equipment plans layout, construction notes, restoration of roadway and, sidewalk, fiber optic one-line diagrams, specifications, and estimate. Specifications will be reviewed to confirm current version of APWA, local agency and other applicable specifications per 44.5 of LAG Manual. 1.16174.00 3 July 29,2019 M:\16\1.16174.00-Federal Way ASC Systems Engineering\Admin\Contract\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx To be furnished by the City: • Boilerplate City of Federal Way bid package/specifications Deliverables: • Written responses to comments generated from 30% review • Preliminary(85%) engineering ITS plans drawings, special provisions, specifications and 85% cost estimate (PDF copy in 11x17 size format). • Preliminary conduit and junction box capacity tables 100% Engineering Design This subtask will develop 100% engineering design documents including plans, specifications, and estimates for the elements described in the 85% engineering design subtask above. The City's comments from the 85% engineering design review will be incorporated into the 100% design. The 100% design shall include all elements described in the 85% submittal and the following additional elements: general notes, wiring details, fiber optic splice details, details of non-standard design features, specifications, and engineer's estimate of probable cost. The 100% design package will also include vehicle detection equipment as required by the ASC system. Plans, specifications and cost estimates will be submitted for the City's, King County's, and WSDOT Local Program's review. Detailed procurement lists will be provided including description of input/output devices. Deliverables: • Written responses to comments generated from 85% review • Preliminary(100%) engineering ITS plans drawings, DRAFT specifications, and 100% opinion of cost(PDF copy in 11x17 size format). • Procurement lists for all required ITS components. Final Plans, Specifications, and Estimate (PS&E)/ Bid Package This subtask will develop "ad-ready"final PS&E documents (Bid Package). City comments from the 100% engineering design submittal will be incorporated into the final PS&E documents. The final design shall include stamped and signed plan sheets for all the plans including but not limited to communication and equipment layout, signal intersection details as required, construction notes, restoration of roadway, sidewalk, and wiring details, fiber optic splice diagrams, details sheets, specifications, estimate and system integration. The final design will also include one-line schematic diagrams identifying network connections and communication components. Special Provisions: Contract documents, required FHWA Division 1, amendments, Division 2-9, APWA GSP, WSDOT GSP, agency provisions, and pre-approved plans, standard-drawing details and Federal & State wage rates. The City shall be responsible for meeting surface water control requirements, developing right-of-way permits (if necessary), and completing an Environmental Classification Summary(ECS). Deliverables: ® Five sets of PS&E documents. All modifications to Division 1 will be highlighted for Local Program Review. • A completed Local Programs Division 1 Checklist. • One electronic copy of drawings in PDF format, and reproducible specifications and cost estimate. • Five copies of the plans in 11x17 size format. One full size set of sealed plans. • Written responses to review comments received by City, King County, and WSDOT. Subtask 5.3: Temporary Traffic Control Plans 1.16174.00 4 July 29,2019 MA16\1 16174.00-Federal Way ASC Systems Engineering\Admin\Contract\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx Preliminary plans will be prepared with desktop review via aerial and street view imagery(Google Maps, Bing Maps, or similar). Site visits will only be used when additional or supplemental information is necessary. For the purposes of estimating the design fee for Subtask 5.4, it was assumed that a maximum of four(4)sheets would be adequate to detail the Temporary Traffic Control. 100% Temporary Traffic Control Transpo will: • Develop TTC plans • Develop project specific TTC specifications (to be included with ITS PS&E specs) • Develop an engineer's estimate of probable cost • Submit TTC plans and specifications for City review Deliverables: • Preliminary (100%)TTC plans and 100% opinion of cost. • Five printed copies of the plans in 11x17 size format and PDF format Final Temporary Traffic Control (Include with Bid Package) Transpo will provide written responses and obtain resolutions to all comments received on the 100%TTC submittal. Transpo will update and finalize the TTC plans, specifications, and engineer's estimate of probable cost. Deliverables: • Five sets of TTC plans (included with ITS PS&E plans). One electronic copy of drawings in PDF format and cost estimate. Written responses to review comments received by City, King County, and WSDOT. Subtask 5A Bidding Services This task will include responding to bidder questions, preparing addenda as required, and assisting the City in evaluating up to 4 bids. Deliverables: m Bidder question tracking sheet ® Responses to bidder requests for information (RFI's) Issuing up to 4 addenda if required Subtask 5.5: Meetings This subtask includes the attendance of Transpo's project team at the following meetings: • 3 site visits for existing equipment inventory • 85% ITS PS&E Submittal Review • 100% ITS PS&E Submittal Review Task 6—Construction Services- Phase 1+2 ITS PS&E Subtask 6.1: Meetings Transpo will attend preconstruction meetings with the City. One (1) preconstruction meeting is anticipated in the projected fee. Transpo will also participate in coordination meetings with the City, King County Road Services Division, the contractor, the ASC Vendor, and/or utility agencies as necessary to accomplish the construction of traffic signal improvements. Up to four(4)such coordination meetings are anticipated in the projected fee. 1.16174.00 5 July 29,2019 M:\16\1 16174.00-Federal Way ASC Systems Engineering\Admin\Contract\Hmendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx Subtask 6.2: Shop Drawing and Cut Sheet Review Transpo will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for conduit, wiring,junction boxes, electrical service cabinet, communications equipment, signal controller cabinet equipment, vehicle detection, and materials. Following review, Transpo will stamp the shop drawing and/or cut sheet with the appropriate designation (no exceptions taken, rejected, etc) and provide the City and/or King County Road Services Division with the appropriate number of copies for their review. Transpo will receive the reviewed shop drawings and cut sheets back from the agencies and forward to the contractor for appropriate action. Subtask 6.3: Response to Contractor Request for Information (RFI) Transpo will respond to contractor RFIs related to traffic signal modification work during construction as necessary. Transpo will work with the City, King County Road Services Division, the contractor, and the appropriate agencies to provide resolution to the RFIs. The projected fee anticipates responding to up to five RFIs. Subtask 6.4: Record Drawings Transpo will prepare record drawings for the traffic signal improvements following the completion of construction, as required by the City. Record drawings are intended to show as-built conditions that vary from the permitted plans. As-built conditions will be recorded by the contractor on a copy of the permitted plans as red-lines and will be provided to Transpo following construction for incorporation into the record drawings. Transpo is entitled to rely upon the completeness and accuracy of as-built information furnished by the contractor. Task 7—Construction Services- Phase 3 ITS PS&E Subtask 7.1: Meetings Transpo will attend preconstruction meetings with the City. One (1) preconstruction meeting is anticipated in the projected fee. Transpo will also participate in coordination meetings with the City, King County Road Services Division, the contractor, the ASC Vendor, and/or utility agencies as necessary to accomplish the construction of traffic signal improvements. Up to one (1) such coordination meeting is anticipated in the projected fee. Subtask 7.2: Shop Drawing and Cut Sheet Review Transpo will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for conduit, wiring,junction boxes, electrical service cabinet, communications equipment, signal controller cabinet equipment, vehicle detection, and materials. Following review, Transpo will stamp the shop drawing and/or cut sheet with the appropriate designation (no exceptions taken, rejected, etc) and provide the City and/or King County Road Services Division with the appropriate number of copies for their review. Transpo will receive the reviewed shop drawings and cut sheets back from the agencies and forward to the contractor for appropriate action. Subtask 7.3: Response to Contractor Request for Information (RFI) Transpo will respond to contractor RFIs related to traffic signal modification work during construction as necessary. Transpo will work with the City, King County Road Services Division, the contractor, and the appropriate agencies to provide resolution to the RFIs. The projected fee anticipates responding to up to three RFIs. Subtask 7.4: Record Drawings 1.16174.00 6 July 29,2019 M:\16\1.16174.00-Federal Way ASC Systems Engineering\Admin\Contracl\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx Transpo will prepare record drawings for the traffic signal improvements following the completion of construction, as required by the City. Record drawings are intended to show as-built conditions that vary from the permitted plans. As-built conditions will be recorded by the contractor on a copy of the permitted plans as red-lines and will be provided to Transpo following construction for incorporation into the record drawings. Transpo is entitled to rely upon the completeness and accuracy of as-built information furnished by the contractor. Task 8—Construction Services - Traffic Control Center PSBE Subtask 8.1: Meetings Transpo will attend preconstruction meetings with the City. One (1) preconstruction meeting is anticipated in the projected fee. Transpo will also participate in coordination meetings with the City, the contractor, and/or utility agencies as necessary to accomplish the construction of traffic control center improvements. Up to two (2)such coordination meetings are anticipated in the projected fee. Subtask 8.2: Shop Drawing and Cut Sheet Review Transpo will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for ductwork, furniture, mechanical/electrical/HVAC equipment, and materials. Following review, Transpo will stamp the shop drawing and/or cut sheet with the appropriate designation (no exceptions taken, rejected, etc)and provide the City with the appropriate number of copies for their review. Transpo will receive the reviewed shop drawings and cut sheets back from the agencies and forward to the contractor for appropriate action. Subtask 8.3: Response to Contractor Request for Information (RFI) Transpo will respond to contractor RFIs related to the traffic control center improvements during construction as necessary. Transpo will work with the City, King County Road Services Division, the contractor, and the appropriate agencies to provide resolution to the RFIs. The projected fee anticipates responding to up to 5 RFIs. Subtask 8.4: Record Drawings Transpo will prepare record drawings for the traffic signal improvements following the completion of construction, as required by the City. Record drawings are intended to show as-built conditions that vary from the permitted plans. As-built conditions will be recorded by the contractor on a copy of the permitted plans as red-lines and will be provided to Transpo following construction for incorporation into the record drawings. Transpo is entitled to rely upon the completeness and accuracy of as-built information furnished by the contractor. Items and Services to be Furnished by the City • Construction inspection 1.16174.00 7 July 29,2019 M:\16\1.16174 00-Federal Way ASC Systems Engineering\Admin\Contract\Amendment 3\2019-06-27-Federal Way ASC-Amendment 3.docx Transpo Group USA,Inc. Cost Estimate Worksheet Exhibit D-3 transpo Number/Project Name 1A6174;00-Ckywidn Ad*PUVG Slimoll lCordrol System Pay rates are effective from July 7,2018 through July 5,2019,within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager Project Quality Project CADI Data Prolact Manager Control En (neer Graphics Analyst Admin lnet.,l.F f2A 1 JZP, JKHG M A PWS AMC job till. Eno 16 Eno L4 Eng L3 Eng L2 Eng L3 PA L4 telt rate $58.65 348.80 541.59 $3 $42.07 $4423 -or., Work Task Hours Cost 'rask 2-ASC Svslem Ennineerin 2 2 $88 ASC Implementation Technical Su000rt 0 $0 Meetings 24 24 48 $2,406 Proied Manaoemenl B 24 32 $1,467 RFIs 12 24 36 $1,702 Field Reviews 12 12 24 $1,203 V•enhc m11-1'1;in 16 8 24 $1,271 S_tem Commissinninn Su "O 8 1 4 • 12 $636 ASC Validation Renert 0 $0 Draft Validation Report 16 48 48 112 $4,954 Final Validation Report 12 12 12 36 $1,708 Task 5•ITS PS&E-Phase 3 2 2 $88 As-Built Review and Field Investigation 16 24 40 $1,525 ITS PS&F 24 B 16 64 112 $4,756 Tempo ra Tref is Control Plan. 24 8 16 64 112 $4,756 Biddinn Sf. .I So,virPs 8 8 8 24 $1,088 Meetings 1 16 $802 task 6-Construction Services-Phase 1+2 ITS PS&E 2 2 $88 Meetinas 8 a 18 $802 Shop Drawing and Cut Sheet Review 4 8 8 20 $854 Ree nse to Contractor RFI4 8 8 20 $854 fteer;rcl era-+r�r;���. 8 4 8 40 60 $2,430 Task7-0on5;Wct1on Servi,s 2 2 $8B Meetings >? g 1 1 16 $802 Shop Drawinq and Cut Sheet Review 2 4 4 10 $427 Response to Contractor RFI 2 1 4 4 1 o $427 �:•a Grm:.,,au 4 4 4 8 20 $883 rank B CnnMnir.0on 5arvir s-TCC PS&F 2 2 $88 Meetings _ 4 4 $235 Shop Drawing and Cut Sr±ee1 Review 2 2 $117 Response to Contractor RFI 2 2 $117 e.a D nvr.na= 2 P 2 $117 Total Hours 222 24 272 232 60 10 0 1 0 0 820 $13.020 $1.171 $11^312 $8.310 $2,524 $442 $0 $0 $0 S i Overhead di r:. 171.78 0 —70 30.00 1 7 � cel/aneous Expenses. Subconsu/tents: Federal yr•sa f Courier 0 1 rr--w—i 9 616 phone 0 2 Croe•2n. n $4 193 paa 0 3 $0 Pee a 0 4 0 Gra hir.w les 0 5 $0 phiqlMirapily $0 Travel c glee meea a s0 i Rn roductian CO Tralfw count. $0 TrntYc acSidvni d•fa SO spe,MPS model run 0 Trarsporlatlim CmuffencyAppficadan $0 Total Reimbursable,Expenses r SUBTOTAL SIA"6100 Credits Task 2-Systems Engineering $ (21,285.00) Task 4-Traffic Control Center PS&E $ (30,027.00) TOTA.t FEEES17MA TE 573,494:00 Cost Estimate Prepared on:7/29/2019 RETURN TO: PW ADMIN EXT: 2700 ID#: 3 L.- b a CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: EXT: 3. DATE REQ.BY: 3. TYPE OF DOCUMENT(CHECK ONE): o CONTRACTOR SELECTION DOCUMENT(E.G.,REB,RFP,RF)) o PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) o ORDINANCE f ❑ RESOLUTION T CONTRA AME MENT( (J(A(G#): �{ ❑ INTERLOCAL ❑ OTHER CI�ot7 4. 4. PROJECT NAME: CI4 tu i de. J-`` ( 1 VT , --1- 2 4 i ( _ i I Sisk i'i 5. NAME OF CONTRACTOR: (( Tf CLAS p l7*\O txt. ULM y 'Yl G. ADDRESS: TELEPHONE: E-MAIL: key FAX: (� I� / SIGNATURE NAME: (A CA,U l nS TITLE: T ri pa 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES 0 COMPENSATION o INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN o REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# ,EXP. / / 7. TERM: COMMENCEMENT DATE: b b 0 1/ COMPLETION DATE: I Q- 3 1 - 01 7 8. TOTAL COMPENSATION:$ (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: o YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: 2 ❑RETAINAGEAIGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED 3 o PURCHASING: PLEASE CHARGE TO: 0(Q - 9400 ` a?Oca)— 595 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑`PROJECT MANAGER •. It[VISION MANAGER � {$00A'20I 0 EPUTY DIRECTOR X DIRECTOR / '^ ►• 14.1�: o RISK MANAGEMENT (IF APPLICABLE) \(LAW DEPT ldaa((g 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING o SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:_ o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED o FINANCE DEPARTMENT o LAW DEPT SIGNATOR (MAYOR SR DIRECTOR) O 3 CITY CLERK 97iI_■ 1► .i ". D- • • ASSIGNED AG10.144"404,4AG# 1'1- -FrieNEAD COPY aETURNEt DATE SENT: (C!• af�... • 0• ; T COMMENTS: EXECUTE" "ORIGINALS 1/2018 Washington State W; Department of Transportation Supplemental Agreement Organization and Address Number 2 Transpo Group USA, Inc. Original Agreement Number 12131 113th Ave NE, Suite 203 Kirkland, WA 98034 17-128 Phone: 425-821-3665 Project Number Execution Date Completion Date 000S(464) December 31, 2019 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System No change Description of Work Time extension only. The Local Agency of City of Federal Way desires to supplement the agreement entered in to with Transpo Group USA, Inc. and executed on August 10, 2017 and identified as Agreement No. 17-128 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: No change II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: DAT.Pmber 31, 21)19 III Section V, PAYMENT, shall be amended as follows: No change. as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By: Go f f ob, By: -� Consultant Signature proving Authority Signature ///25/Tmr Date DOT Form 140-063 Revised 09/2005 RETURN TO: PW ADMIN EXT: 2700 ID#: 33 7 O CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: I,I C. 1 l e,ri-Z EXT: d 7 Li 0 3. DAM REQ.BY: 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) o PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION X �a CONTRACT AMENDMENT(AG#):' o INTERLOCAL o OTHER 11, p Q ��+ 4. PROJECT NAME: Cr 1 7 wi d l) ►1 Q p/i V_T✓a-r7G Cort�'"a I S ys-k-Wl 5. NAME OF CONTRACTOR:! �Y'A-V•3.)O�Il94-0� U S `n(-• -J ADDRESS: I a 1 3 I tt3' Ave.(V E I Sy.:i4L&03 'Ki bum 52 O36/TELEPHONE:11475 $'2f'3(, 5 E-MAIL: FAX: SIGNATURE NAME: KPiV I tl P o 1/hi S TITLE: '(`L IV.3 PQ I 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES o COMPENSATION o INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP.12/31/_ UBI# ,EXP. / / 8 _ 7. TERM: COMMENCEMENT DATE: -10 17 COMPLETION DATE: { '3/-18 Op 8. TOTAL COMPENSATION:$ * 451 S(pQ•OO, 3%14, 77 8.°° (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: o YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: � /❑RETAINAGE AGREEMENT(SEE CONTRACT)OR o RETAINAGE BOND PROVIDED J o PURCHASING: PLEASE CHARGE TO: Olo - Lig w - aoa - S(1 5 (e'I -- Yl/ 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER X DIVISION MANAGER a f b Ziit ❑ DEPUTY DIRECTOR DIRECTOR 5/11 c/ -1( 118 o RISK MANAGEMENT (IF APPLICABLE) X LAW DEPT ®'1)(((S *- ‘‘f(v/s 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING 9- ,37-18` ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o CREATE ELECTRONIC REMINDER/NOTIFICATION`FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED '5 — o-b*W- E'PT _V' 5 SIGNATOR (MAYOR.)R DIRECTOR) c('; t�Q�(� CITY CLERK 7.4i 0I Ve? Di1i U ". ASSIGNED AG# AG# 11-\ it A SIGNED COPY RETURNED DATE SENT: 1o.1,1$ COMMENTS: EXECUTE" "ORIGINALS 1/2018 WWashington State A; Departmentof Transportation Supplemental Agreement Organization and Address Number 1 Transpo Group USA, Inc. Original Agreement Number 12131 113th Ave NE, Suite 203 Kirkland, WA 98034 17-128 Phone: 425-821-3665 Project Number Execution Date Completion Date 000S(464) December 31, 2018 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System $384,748.00 Description of Work Elimination of scope related to Request for Information (RFI), and addition of scope for Traffic Management Center design. The Local Agency of City of Federal Way desires to supplement the agreement entered in to with Transpo Group USA, Inc. and executed on August 10, 2017 and identified as Agreement No. 17-128 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: See attached Exhibit A-1 for elimination of Task 2.3 and addition of Task 04. I I Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: No change. III Section V, PAYMENT, shall be amended as follows: See attached Exhibit D-1, reducing the total contract amount by $29,546.00 by eliminating Task 2.3 and increasing the total contract amount by $45,407.00 by adding Task 04, for a net increase in the total contract amount by $15,861.00. spaces below and return to this office for final action. By: e' By: i '0/7�oec, 4L__ — Consultant Signature Approving Authority Signature 61/ Date DOT Form 140-063 Revised 09/2005 Exhibit A-1 Amendment to Agreement for Services Client Name: City of Federal Way Project Name: Citywide Adaptive Control System Original Agreement Dated: 08/10/17 Amendment Dated: 08/28/18 TG: 1.16174.00 The existing Agreement for Services between Transpo Group (Transpo)and City of Federal Way(Client) is amended to include the following additional services and revised fee projection. All terms and conditions described in the Agreement remain in force and are not modified by this Amendment. Scope of Services In addition to the services described in Exhibit A of the Agreement, Transpo will provide the following services: Task 2 - ASC System Engineering Subtask 2.3—System Requirements The scope related to developing a Request for Information (RFI)to potential vendors has been eliminated. Task 4 - Traffic Control Center PS&E The TCC PS&E documents will detail the new TCC and the necessary improvements to the existing communication, electrical, and HVAC infrastructure which will support a comfortable operational environment. The PS&E documents will be provided to the City for contractor bid. This task is broken down into the following subtasks: 4.1 Architectural Services 4.2 Mechanical/Electrical Services Subtask 4.1 Architectural Services Architectural design services to modify a small conference room into a two-person Traffic Management Center which will support a comfortable operational environment. Architectural design services include the following scope: • As-built Review • Functional TCC Space Planning • TCC Plans, Specifications, and Estimate Subtask 4.2 Mechanical/Electrical Services The Transpo team will prepare mechanical/electrical plans(MEP)for the approximately 200sgft of existing office space that will be converted into the traffic control center. A summary of proposed engineering services is listed below and relate to the MEP systems. • Provide MEP engineering documents o As-built Review o Coordination with other disciplines o Proposed cut sheets for major equipment o HVAC calculations o HVAC design o Power distribution system design o Electrical load calculations o Lighting design o Communication system design o MEP Specifications o Fire Sprinkler design build specifications o Fire Alarm design build specifications Our mechanical design work will be limited to within (5)feet of the building exterior wall. All plans will be stamped by a Professional Engineer Licensed in Washington State. Deliverables: • Preliminary TCC plan (Drawings) • 85% PS&E Submittal (Drawings, cost opinion, preliminary specifications, • preliminary calculations) • 85% Review comment responses • 100% PS&E Submittal (Drawings, cost opinion, specifications, calculations) • 100% Review comment responses • Final PS&E Submittal for bid (Drawings, cost opinion, specifications, • calculations) Exclusions: • Acoustical analysis • Building Energy Simulation • Permit fees • Options for additional sites • Conversion of contractor's As-builts into AutoCAD Assumptions: • All architectural and mechanical design work is limited to outside five (5)feet of the building. • LEED accreditation will not be pursued. • Existing building as-builts will be provided. • Meetings/Site Visits: o 1 —Site visit to review existing conditions o 3— Design review meetings o 3— Monthly design meetings (Conference call or goto meeting) Exhibit D-1 - Prime Consultant Cost Computations transpogroup r Number I Project Name 1A 6174.00 Citywide Adaptive Signal Control System Pay rates are effective from July 8,2017 through June 29,2018,within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Project Project Data CAD/Grap Project Manager/OC ITS Lead Engineer Analyst hits Admin initials F. RP KT JKHC PWS CD AMC • • job rite Eng L5 Enq L4 Eng L3 Enq L2 PA L2 PA L4 cost rate $54.88 $46.49 $38.94 $38.65 $31.11 $40.96 Labor. Work Task Hours Cost 1 2 1.1 Project Management and Coordination 20 20 S1,098 3 1.2 Project Schedule 0 $0 4 1.3 Project Progress Meetings 0 $0 6 1.4 Month' Invoicln• 0 $0 8 2.1 Data Collection 0 $0 9 22 Concept of Operations 0 so 10 2.3 System Requirements -15 -60 -90 -165 -$7,117 11 2.4 verification and Validation Plans 0 $0 12 2.5 Procurement Plan 0 $0 13 2.6 Bidding Support Services 0 $0 14 2.7 Meetings -16 -40 -30 -86 -$3,906 21 Task 4-Traffic Control Center PSBE -1111/1111 22 4.1 Architectural Services 0 $0 23 4.2 Mechanical/Electrical Services 0 $0 Total Hours -11 -100 -120 0 0 0 0 0 0 -231_ ` -$604 -$4,649 -$4,673 $0 $0 $0 $0 $0 Overhead Rate in= -$16,643.04 Fee(as a%of labor 30.00% -$2,977.64 Miscellaneous Expenses: Subconsultants: • 1 Federal Express/Courier $0 1 Cross2Deulgn $19,786 2 Phone $0 2 TresWest $25.621 3 Fax $0 3 - $0 4 Postage i$0 4 $0 5 Graphic supplies $0 5 $0 • 6 Photography _$0 7 Travel expenses(mileage) $0 Total Subconsultants $45,407 8 Reproduction $0 9 Traffic counts $0 10 Traffic accident data $0 11 Spec.MPS model run $0 12 Transportation Concurrency Application $0 Total Reimbursable Expenses $0 • • • • • • • Sub Consultant Cost Computations - TresWest transpogroup Tr Number/Project Name 1.16174.00/Citywide Adaptive Signal Control System Pay rates are effective from July 8,2017 through June 29,2018,within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Mechanical Mechanica Mechanica Electrical Electrical Electrical Principal I PM I Designer Principal PM Designer Office initials; 0MM RSH HH7 SJR RWA- ' MLA . SNR-« job tine cost rate $52.00 $43.27 $31.00 $52.00 $44.00 $32.70 $33.00 Labor: Work Task Hours Cost 1 2 1.1 Pro ect Mana•ement and Coordination -------- 0 $0 3 MEM MEM ����1�a $0 4ITIMEILMEIM ---------0 $0 6 IMMEMES 1111111.1111.1111111111111. 1111111 =M $0 8 i ---------MIME $0 9 2.2 Conce.t of G•eretions ---_--_--0 $0 10 -------_-0 $0 11 2A Ventication and validation Plans -----_--- • $0 12 ---------0 $0 13 2.6 Bidding u.'on Service -MINI-NM=-_-MEM-=M $0 14 IMET- -_---ME=--_0 $0 21 22nromirertimmommoilM11111M11111111M----0 $0 23 OEM=Maillilln.0IIIW=MIBIllIMI $8,940 I Total Hours 21 45 28 9 56 36 28 0 0 223 $1,092 $1,947 $868 $468 $2,464 $1,177 $924 $0 $0 $8,940.35 Overhead Rate 1=1 $13,805.69 Fee(as a%of labor) WIWI $2,574.82 Miscellaneous Expenses: Subconsultants: limiliimmiliiM 1 Federal Express/Couner $200 1 Subconsultant A $0 2 Phone $0 2 Subconsultant B $0 3 Fax $0 3 Subconsultant C $0 4 Postage $0 4 Subconsultant D $0 5 Graphic supplies $0 5 Subconsultant E $0 6 Photogrephu $0 7 Travel expenses(mileage) $0 Total Subconsultants $0 8 Reproduction $100 9 Traffic counts $0 10 Traffic accident data $0 11 Spec.MPS model run $0 12 Transportation Concurrency Application $0 Total Reimbursable Expenses $300 Sub Consultant Cost Computations - Cross2Design transpo2rouo r r Number/Project Name 1.16174.00/Citywide Adaptive Signal Control System Pay rates are effective from July 8,2017 through June 29,2018,within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Senior Project Principal Engineer Manager Drafter initials job title cost rate $71.56 $66.15 $35.80 $29.45 Labor: Work Task Hours v mom. 1 Task 1-Protect Management and Administration , - ..' 2 1.1 Proiecl Management mid Coordmaiion 0 $0 3 1.2 Project Schedule 0 $0 4 1.3 Project Progress Meetings 0 $0 6 1.4 Monthly Invoicing 0 $0 7 Teak 2-ASC Systems Engineering 8 2.1 Data Collection 0 $0 9 2.2 Concept of Operations 0 $0 10 2.3 System Requirements 0 $0 11 2 4 Verification and Validation Plans 0 $0 12 2.5 Procurement Plan 0 $0 13 2.6 Bidding Support Services 6 $0 14 2.7 Meetings 0 $0 21 Teak 4-Traffic Control Center ME 22 4.1 Architectural Services 25 24 100 36 185 $8,017 23 4.2 Mechanical/Electrical Services 0 $0 Total Hours 25 24 100 36 0 0 0 0 0 18 _ s . r . . s $1,789 $1,588 $3,580 $1,060 $0 $0 $0 $0 $0 _ - _ _ _ $8,016.80 Overhead Rate 11=1 $8,911.47 Pee(as a%of labor) 30.00% $2,405.04 Miscellaneous Expenses: Subconsultants: mmmmmEN1 1 Federal Express/Courier $30 1 2 Phone $40 _ 2 Subconsultant B - $0 3 Fax $20 3 Subconsultant C $0 4 Postage $10 4 Subconsultant 0 $0 5 Graphic supplies $30 5 Subconsullant E $0 6 Photography $0 7 Travel expenses(mileage) $122 Total Subconsultants $0 8 Reproduction $200 9 Traffic counts $0 10 Traffic accident data $0 _ 11 Spec.MPS model run $0 12 Transportation Concurrency Application $0 Total Reimbursable Expenses $452 TOTAL ,-AAIMONNWIMINIMIONIMP RETURN TO: PW ADMIN EXT: 2700 ID #: /42.4..p CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: 22 fZ� ' W YIi -le r EXT: 1C 7-1 1 I 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 3. DATE REQ. BY: /' 2‘.-0 �f 7 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 4. PROJECT NAME: \te TV -+ c Lr Yl t\4) 1 % c`e VIA a to °z, 5. NAME OF CONTRACTOR: 1Y (LVI 5 t ClVo & ADDRESS: rI... I t -3 i jP M1 E -MAIL: I4-(■% 1..a.C4A/l SIGNATURE NAME: \4 L1 jV/I (?) ((i ) S TELEPHONE: 12J (6 2. l - 3 LI26),..c FAX: LIT 3 - g 2 5 - 4 3 1 - f T ITLE: f' ( (� C 1pa.I 6. EXHIBITS ANDATTACHMENTS:4COPE, WORK OR SERVICES riCOMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE FALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOyR�CCONNTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI #L t) 25 Dce- 1,EXP.( - t /L7 7. TERM: COMMENCEMENT DATE: e'AA %.. <-Q,�' SV4 COMPLETION DATE: 12-31 '�� 8. TOTAL COMPENSATION: $� /f S ( (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 IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: ..1/it 1 a 9. DOCUMENT / CONTRACT REVIEW .❑ ROJECT MANAGER d DIVISION MANAGER za- DEPUTY DIRECTOR p DIRECTOR ❑ RISK MANAGEMENT OF APPLICABLE) LAW DEPT ci 1 ?7t1 -- 2-`ff,o INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 10. COUNCIL APPROVAL (IF APPLICABLE)( &COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LIC NSES, EX BITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) DATE REC'D: .0(C) ( -i FINANCE DEPARTMENT LAW DEPT SIGNATORY )ko-EilitEeitiR) ❑ CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS INITIAL / DATE SIGNED � (011110R1111 u • t. 1jo --rE; ►Aj5DDT e7c ; ter pt6 �C) "i(o E'Q ( J f — CckA K,z - edi=t-: 4/2017 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: AG # 17- Firm /Organization Legal Name (do not use dba's): Transpo Group USA, Inc. Address 12131 — 113th Ave NE, Suite 203, Kirkland, WA 980 Federal Aid Number UBI Number 603258009 Federal TIN or SSN Number 46- 1523472 Execution Date Completion Date December 31, 2018 1099 Form Required Federal Participation ❑ Yes ❑ No ❑ Yes i No Project Title Citywide Adaptive Traffic Control System Description of Work This work will consist of preparing Adaptive Signal Control (ASC) Systems Engineering documentation per FHWA guidance; Traffic Control Center (TCC) Plans, Specifications, and Estimate (PS &E); and Intelligent Transportation Systems (ITS) PS &E in support of Federal Way's Citywide Adaptive Traffic Control System Project. Total Amount Authorized: $368,888.00 Management Reserve Fund: $0 Maximum Amount Payable: $368,888.00 ❑ Yes i No DBE Participation ❑ Yes i No MBE Participation ❑ Yes I No WBE Participation ❑ Yes i No SBE Participation Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub - consultant Cost Computations Title VI Assurances Certification Documents Lxhlb,t 11 LlaVtttty Llsufai i,ci%,a�L, (Not Applicable) Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: AG # 17- /28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 RpviCpd si11/9n1rf THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the CITY OF FEDERAL WAY hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1. 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 # 17- / 28 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Ravicarl A/11/91116 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. 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 party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: Desiree Winkler, PE Agency: City of Federal Way Address: 333325 8th Avenue South City: Federal Way State: WA Zip: 98003 Email: Desiree .Winkler @cityoffederalway.com Phone: (253) 835 -2711 Facsimile: (253) 835 -2709 If to CONSULTANT: Name: Kevin Collins Agency: Transpo Group, USA Inc Address: 12131 113th Avenue NE, Suite 203 City: Kirkland State: WA Zip: 98003 Email: kevin.collins @transpogroup.com Phone: (425) 821 -3665 Facsimile: (425) 825 -8434 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT 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 # 17- /28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 Ravicari 3/11 /901 R 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 include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub - consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13 -82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205 -46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: AG # 17- / 28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Raviead 2/11/7n1R 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non - Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS &E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: AG # 17- / 2� Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Ravicarl 3/11 /9n1 R D. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and /or at the request of the AGENCY's Project Manager. VI. Sub - Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub - consultant, any contract or any other relationship. Compensation for this sub - consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub - consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non - salary costs and fixed fee costs for the sub - consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub - consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub - recipient, or sub - consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: AG # 17- /28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Ravicprl A/11/21)1R Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he /she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub - consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100 -259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "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 # 17- /Z8 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Rpvkcprl .1/11 /min date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and /or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J ". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: AG # 17- / 28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Ravicprl .1/11/9016 XII. Legal Relations The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and /or AGENCY, their agents, officers, employees, sub - consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub - consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: AG # 17- 4Q8 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Rpvicpri 3/11 /9(116 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: Desiree Winkler, PE Agency: City of Federal Way Address: 33325 8th Avenue South City: Federal Way State: WA Zip: 98003 Email: Desuree .Winkler @cityoffederalway.com Phone: (253) 835 -2711 Facsimile: (253) 835 -2709 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: AG # 17- i/Le Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Rpvicprl 3/11/91)1 R Page 10 of 14 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "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 # 17- /2 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Rpvicorl 1/11/91)1 R 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 # 17- /28 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Rpvicprl 2/11/71)1S Violation of this section by the CONSULTANT or its sub - consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and /or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and /or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub - consultant of any AGENCY communication regarding disclosure that may include a sub - consultant's proprietary and /or confidential information. The CONSULTANT notification to the sub - consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub - consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub - consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub - consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ( "ESI "), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: AG # 17- de Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Rpvicarl 2/11/201R Page 13 of 14 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files ", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub - consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub - consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Signature Mike Swenson, Principal Signature im Ferrell, Mayor City of Federal Way Approved As to Form: 41J. Ryan CaII, City Attorney • oVe/or7 Date Vi4A Date Agreement Number: AG # 17- /SS Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Rpvicor' 3/11 /9018 Page 14 of 14 Exhibit A Scope of Work Project No. Agreement Number: AG # 17- /f WSDOT Form 140 -089 EF Exhibit A Page 1 of 1 apvicpr► 1ni3nm1a Exhibit A: Scope of Work Client Name: Project Name: Federal Way Citywide Adaptive Signal Control System Introduction This scope of services outlines the work that Transpo Group (Transpo) will perform to prepare Adaptive Signal Control (ASC) Systems Engineering documentation per FHWA guidance and Intelligent Transportation Systems (ITS) PS &E in support of Federal Way's ASC project. Project Limits The ASC Systems Engineering and ITS PS &E design will include roughly two major corridors within the City of Federal Way; SR -99 running north and south and S 320th St running east and west. There will be two deployment phases to accommodate funding source limitations. Phase 1 will include 16 mandatory signals (mostly along S 320th St) with a potential addition of 9 signals if funding allows. Phase 2 will include 15 mandatory signals (mostly along SR -99) with a potential addition of 4 signals if funding allows. In total, the ASC and ITS PS &E could include up to 44 signals. Due to this uncertainty, the Systems Engineering documentation will be developed such that it does not preclude additional signals such as those recommended for Phase 2. ITS PS &E, however, will only show the signalized intersections ultimately selected for ASC operation as these signals will require communication and vehicle detection. Schedule The project schedule will be 16 months to complete the above work from the time of receiving the Notice to Proceed (NTP). This includes system engineering to ASC Vendor bid support. Task 1 — Project Management and Administration The main objective of this task is to ensure the project is completed on time and within budget based on the scope of work. This task is broken down into the following subtasks: 1.1 Project Management and Coordination 1.2 Project Schedule 1.3 Project Progress Meetings 1.4 Monthly Invoicing Subtask 1.1: Project Management and Coordination This subtask primarily includes ongoing communication with the project team, progress report preparation internal project management and project oversight. Progress reports will be developed that will aim to inform the City regarding project status, project budget status, work accomplished for the billing period, money spent for the billing period, and work to be completed for the next billing period. Subtask 1.2: Project Schedule This subtask includes the development and maintenance of the project schedule. Subtask 1.3: Project Progress Meetings This subtask includes attendance and participation in bi- monthly project progress meetings with the City to discuss all aspects of project progress. This meeting will be attended primarily by the project manager and key task leads. Any issues requiring the City's attention would be raised during these meetings. Subtask 1.4: Monthly Invoicing 16174.PR 1 7/20/2017 This subtask includes preparing and reviewing monthly invoices and reviewing sub consultant invoices. Task 1 Deliverables: • Monthly project progress reports • Monthly invoices • Meeting minutes, notes from phone calls, and decision tracking Task 2 — ASC System Engineering The Systems Engineering process will set the framework for Federal Way and the respective partnering agencies (King County and WSDOT) in determining a suitable ASC system that meets the operational needs and requirements of the project, taking an objective viewpoint and being non - vendor specific. The result of this process is a set of custom tailored documents which aim to develop a set of requirements that will enable Federal Way to specify, select, implement, and test an ASC system. This task is broken down into the following subtasks: 2.1 Data Collection 2.2 Concept of Operations 2.3 System Requirements 2.4 Verification and Validation Plan 2.5 Procurement Plan 2.6 Bidding Support Services 2.7 Meetings Subtask 2.1: Data Collection Transpo will evaluate and document the traffic network characteristics along the project corridors. This evaluation will be conducted through the study of available existing traffic data provided by the project stakeholders as well as available third -party data resources such as INRIX. Additional traffic data collection, if necessary, will be the responsibility of the City or other project stakeholders. This project will not include a signal timing study to evaluate effectiveness of existing signal timing plans and also does not include efforts to determine new coordinated signal timing plans. To be furnished by City: • Existing traffic data along project corridors and at intersections (turning movement and tube counts) Deliverables: • Description of network and traffic characteristics along project corridors (included in final Systems Engineering report) Subtask 2.2: Concept of Operations The Concept of Operations will be prepared through detailed discussions with Federal Way staff and all other identified project stakeholders including King County and WSDOT. Transpo will facilitate a half -day kick -off workshop (included in Task 1.4) which will provide a joint forum to discuss and document the goals and objectives of the ASC project and report format. Stakeholder needs will be identified and compared and prioritized to provide a baseline for evaluation against the functional requirements and constraints in the subsequent tasks. Draft and Final Review meetings will be scheduled to review the Concept of Operations document (included in subtask 1.4). Subsequent to identifying the project objectives and stakeholder roles, Transpo shall conduct the following assignments: • Describe the overall architecture of the ASC system with respect to field devices, communications systems and central systems. • Identify the necessary system interfaces between the ASC system operations and King County Metro Transit Signal Priority, WSDOT ramp metering, etc. • Identify project constraints such as limitations on budget, staffing, equipment and implementation schedules. 16174.PR 2 7/20/2017 • Develop a set of operational scenarios to describe the situations under which the ASC system is expected to operate and respond to traffic and network conditions. • Consider corridor operations for both existing and future transportation improvements along the project corridors (e.g. transit improvements). • Document the potential failure modes of the system and how the ASC system needs to recover from these scenarios. • Document post - deployment roles and responsibilities for operating and maintaining the ASC system. • Compare system objectives against other industry best practices and refine as needed. Deliverables: • Draft and final Concept of Operations of the Systems Engineering report Subtask 2.3: System Requirements Building from the system goals and objectives identified in the Concept of Operations, Transpo will provide a comprehensive set of ASC system requirements. Requirements will be grouped into the following two major categories, each with accompanying subcategories that address data needs, interface needs and system prerequisites: • Functional Requirements: What the system is responsible for doing • Performance Requirements: How well the system is to perform Requirements will be linked to the operational objectives and user needs addressed in the Concept of Operations. Once all system requirements are mapped to their respective objectives, Transpo shall conduct the following assignments: • Identify any remaining outlier requirements that need be reviewed with the project stakeholders to determine the validity of the outlying requirement and whether the Concept of Operations need to be revised. • Facilitate a half -day preliminary system requirements workshop (included in task 1.4). The workshop will focus on seeking stakeholder concurrence on the functional and performance requirements and categorize the requirements in terms of importance and priority. • Produce a Request for Information (RFI) which includes Draft SysReqs. The RFI will allow potential ASC vendors to provide feedback on the Draft SysReqs including the validity of the requirements. • Review vendor responses and facilitate a stakeholder meeting (included in task 1.4) to discuss responses and vendor engagement strategy. • Coordinate vendor follow -up presentations (included in task 1.4) and reference checks to better inform the City and partnering agencies of ASC vendor technology. • Modify and finalize Draft SysReqs based on vendor discussions. Coordinate a final stakeholder workshop (included in task 1.4) with core project team (Federal Way, King County, and WSDOT) to obtain SysReq buyoff. Deliverables: • Summary matrix linking System Requirements to the Concept of Operations. • RFI documentation for City publication • Draft and final System Requirements chapter of the Systems Engineering report Subtask 2.4: Verification and Validation Plans Transpo shall prepare Verification and Validation plans that outline the responsibilities of the ASC Vendor to verify the system and the City, with Transpo support, to validate the system. Verification will ensure that the final ASC deployment meets the established System Requirements while validation evaluates whether or not project objectives and user needs are met. Transpo will work closely with the City to oversee the submittals and ensure compliance with the System Requirements. The actual process of executing the verification plan process will be performed by the ASC Vendor. This may include Factory Acceptance Testing (FAT), bench testing, and Site Acceptance Testing (SAT). For validation, Transpo will establish "before and after" performance criteria that will be used to evaluate the final ASC deployment. Within this plan, the means for data collection and data analysis will be outlined. 16174. P R 3 7/20/2017 Deliverables: • Draft and Final Verification and Validation Plan chapters of the Systems Engineering report • Verification Checklist that maps requirements to the Concept of Operations and documents whether the requirements are met. Subtask 2.5: Procurement Plan Transpo will work closely with the City and partnering agencies to establish a method of procurement that will enable the City to select an ASC system that best meets the established Concept of Operations and Requirements. This procurement plan will include coordination with procurements necessary for Tasks 3 and 4. WSDOT local programs will also be consulted to insure procurement of the ASC system meets the requirements of the applicable funding program. Once a procurement methodology has been selected, Transpo shall conduct the following assignments: • Develop Request for Proposal (RFP) document including instructions for proposers, scope of services, and evaluation process. • Develop a scoring criteria spreadsheet which could evaluate the following: 1. Fulfillment of the ASC system requirements. 2. Vendor responsiveness 3. Validation approach 4. Deployment history and experience with similar signal systems. 5. System costs 6. Provisions for system training 7. Technical support services and post - deployment support. • System requirements (as prepared for the Systems Engineering documentation) to include in the procurement documents. • Technical specifications (as prepared for the Systems Engineering documentation) to support hardware and central system modifications as needed to support the ASC system. Deliverables: • RFP documentation for City publication • System requirements and technical specifications documentation • Scoring criteria spreadsheet Subtask 2.6: Bidding Support Services This task will provide the City with follow -on services to oversee the bidding phase of the project. The anticipated services will include facilitation of a pre - proposal meeting, responses to bidder questions, addenda preparation as required, and bidder proposal evaluations. Deliverables: • Facilitate a pre - proposal meeting. • Prepare bidder question tracking sheet. • Provide responses to bidder requests for information (RFI's). • Issuing up to four (4) addenda, if required. • Provide summary of proposal evaluation. Subtask 2.7: Meetings This subtask includes the attendance of Transpo's project team at the following meetings: ASC System Engineering • Kick -off Meeting • 2 Site Visits to Observe Current Corridor Operations • Stakeholder Needs Workshop • Draft Concept of Operations Review • Final Concept of Operations Review • Draft System Requirements Review • Request for Information (RFI) Documentation Review 16174. P R 4 7/20/2017 • RFI Vendor Response Review • 5 Vendor Presentations • Final System Requirements Review • Verification and Validation Plan Review • Procurement Plan Workshop • Procurement Plan Review • Pre - proposal Meeting Additional Service Not Included Under Scope of Services The following tasks occur after bidder selection and will be negotiated as part of a contract amendment. ASC Implementation Technical Support The duration of the ASC Technical Support services is expected to cover the period in which the ASC system integration work will be performed by the successful bidder. Under this task, Transpo will provide the City with technical support services to assist with the implementation, which may include tasks such as attending technical implementation meetings, responding to technical questions that arise during implementation, field reviews, and system commissioning. Note that vehicle detection design will require discussions with the selected ASC Vendor. This work is included under Task 3. Due to the uncertainty in the quantity and frequency of technical support requests, Transpo will be paid on a time and materials basis. A budgetary Not -to- Exceed fee estimate will be provided to the City. A contract amendment will be negotiated with the City for efforts spent beyond this budgetary fee estimate. Meetings associated with this task are not included in Task 1.4. Deliverables: • Prepare presentation and facilitate a project kick -off meeting with ASC Vendor and project stakeholders. • Participate in weekly progress meetings with the ASC Vendor. • Maintain a running log of technical support issues and resolution matrix. • Respond to requests for information (RFI's) during the implementation phase. • Conduct field reviews with project stakeholders and ASC Vendor as necessary. • Review of the ASC Vendor verification plan. • Assist with final system commissioning. ASC Validation Report Under this task, Transpo will prepare a report to document the "before and after" performance metrics that will demonstrate the effectiveness of the ASC technology. The report will specifically address quantifiable metrics that relate to arterial travel times, average speeds, duration of congestion and transit travel times (where the information exists). Within this plan, the means for data collection and data analysis will also be described to demonstrate consistency with the ASC Concept of Operations. Transpo will review the draft report with the City and the partnering agencies. Applicable comments will be implemented as part of a final Validation report. Due to the uncertainty in the type and quantity of information that will be required in the Validation Plan, Transpo will be paid on a time and materials basis. A budgetary Not -to- Exceed fee estimate will be provided to the City. A contract amendment will be negotiated with the City for efforts spent beyond this budgetary fee estimate. Deliverables: • Draft and Final Validation report. • Comments tracking spreadsheet for draft Validation report. 16174.PR 5 7/20/2017 Task 3 — Intelligent Transportation Systems PS &E The purpose of this task is to prepare and deliver a full set of PS &E documentation including a complete bid package. The plans will be prepared to satisfy the items identified in the Project Development Checklist from the WSDOT Local Agency Guidelines (M 36- 63.18) Appendix 14.52 under "PS &E Completed" as required for this project. Components of the design include communication infrastructure and vehicle detection equipment to support ASC operation as well as CCTV cameras for roadway monitoring. This task is broken down into the following subtasks: 3.1 As -built Review and Field Investigation 3.2 ITS Implementation Concept 3.3 Communication Plan 3.4 ITS Plans, Specifications, and Estimate 3.5 Temporary Traffic Control Plans 3.6 Bidding Support Services 3.7 Meetings Subtask 3.1: As -Built Review and Field Investigation Transpo will consult with all the stakeholders to provide existing documentation (as- builts) on the existing signal system components along the project corridors. The documents will include but not be limited to the following elements: • Signal controller hardware and software • Vehicle detection systems • Communication systems • Central system hardware and software • Transit signal priority hardware • Preemption hardware • CCTV camera equipment After reviewing the documents, Transpo will identify items that require a field investigation (included in Task 1.4). A checklist will be developed and will be used in the investigation. The field investigation will focus on the following elements: Traffic Signal Cabinets An inventory for each traffic signal cabinet will be performed identifying the type of cabinet, existing controller equipment model, detection equipment and communication equipment. Photos will be taken to document configuration and available capacity. Within the cabinet, the number, size and relative location of conduits entering through the cabinet foundation will be documented. Existing Junction Boxes and Conduits The existing junction boxes proposed to carry new conductors or fiber cabling will be inventoried. Conduit and conductor diameters be measured for conduit capacity calculations. Conduit proofing during the design phase will be at the discretion of the City. CCTV Camera Review All existing CCTVs are assumed to be owned and operated by the Federal Way Police Department. It will be the responsibility of the City to determine if CCTV access rights are available which could reduce the total number of CCTVs deployed as part of this project. For proposed CCTV locations, a field scan will will occur. The data obtained will identify overhead conflicts and site line obstructions. It is anticipated that cameras will be mounted on existing signal infrastructure and power and communication will be provided from existing traffic signal cabinets. The initial location will therefore be identified at the signal pole nearest the traffic signal cabinet. Based on the field review alternative locations may be identified to improve visibility or due to other constraints, such as, but not limited to, cable length restrictions associated with Ethernet communication. Transpo will coordinate with City staff if a bucket truck survey is required. Vehicle Detection Review 16174.PR 6 7/20/2017 Transpo will work alongside the selected ASC Vendor to identify vehicle detection requirements along the corridor and each intersection. When possible, existing detection shall be repurposed for the ASC system. Where new detection is required, Transpo will schedule a field visit with the selected ASC Vendor to evaluate detection installation locations and the use of existing infrastructure for cable routing or vehicle detection equipment mounting. To be furnished by City: • Existing signal infrastructure documentation (as- builts) • Aerial photography of project area • Access to traffic signal cabinets (Transpo to coordinate with applicable agency) • Access to junction boxes • Availability of City technical staff during field investigations Deliverables: • Field inventory documentation o Signal controller cabinet inventory with photos o Existing conduit and cabling field notes (available upon request) o Proposed CCTV camera locations o Proposed vehicle detection locations Subtask 3.2: ITS Design Concept Following completion of the field inventory, a list of recommended ITS equipment and a be developed. The design concept will require AutoCAD base files provided by the City agencies. The design concept will be submitted to the City for review and followed by a the City to finalize the ITS equipment and installation locations. In addition, the meeting following design considerations: • Review of applicable design standards to be used • Anticipated fiber details that will be required • Conduit/junction box details • Mounting details for CCTV cameras • Pavement Restoration • Junction box sizing • Wiring schedule /cabling requirements • APS pushbutton upgrades • Equipment suitable for Public Interest Finding (PIF) and sole sourcing design concept will and partnering review meeting with will identify the This subtask will use findings from the field review to determine conduit connections to existing signal cabinets and infrastructure. This subtask will also identify early procurement options and methods to meet the schedule required by the City. To be furnished by City: • Location of existing communications lines and existing conduits runs, as available • AutoCAD base files showing roadway features, ROW, and existing signal infrastructure • GIS map for ITS devices, as available Deliverables: • Updated inventory of existing and proposed ITS devices and communication system • ITS design concept document • ITS information form per Appendix 41.53 WSDOT Local Agency Guidelines Subtask 3.3: Communication Plan This task will evaluate the City's existing communication network and will consider the bandwidth use, system redundancy, hardware capabilities, and network topology. With the goal of achieving high network availability and reliability, the following aspects of the communication system will be reviewed: • Fiber topology and network equipment will be reviewed to consider how new fiber rings and additional nodes would benefit the ITS /traffic signal system needs. 16174.PR 7 7/20/2017 • Review the current and forecasted bandwidth usage and align this information with the supporting communication infrastructure for the ITS /traffic signal system. • Consideration of remote connection and access of partnering agencies. The findings from the review process will require close coordination with the City of Federal Way IT department. The IT department shall supply all materials related to the existing communication network and develop additional materials necessary to support existing network review. The communication system review will be limited to communication infrastructure that directly supports or is shared with the ITS /traffic signal system only. After review, Transpo shall develop a high -level network diagram showing he proposed Layer 3 ring structure and associated IP address scheme. Deliverables: • Memorandum summarizing results of communication review • High level network diagram showing proposed network Subtask 3.4: ITS Plans, Specifications, and Estimate ITS plans, specifications, and estimate are broken down into 30 %, 85 %, 100 %, and final for bid submittal. A detailed description of the work to be performed during this task will not be available until Subtask 3.2 is completed. For the purposes of estimating the design fee for Subtask 3.4, it was assumed that a maximum of thirty (30) sheets would be adequate to detail the proposed improvements. 30% Engineering Design The base maps and aerial photography provided in Subtask 3.2 will be used to prepare the preliminary engineering drawings. The preliminary (30 %) engineering drawings will show general location of existing and proposed equipment with construction notes and preliminary layout of restoration items such as roadway, sidewalk and landscaping. No wiring details and /or schedules will be prepared at this stage. 30% plans will be submitted to the City for review and comment. The cost estimate will be prepared and show list of quantities and unit costs with contingencies. Deliverables: • Preliminary (30 %) engineering ITS plans drawings and opinion of cost (PDF copy in 11x17 size format). • Completed Public Interest Finding (PIF) documentation, using WSDOT Electronic Forms, and coordination with Local Programs per WSDOT LAG Manual for any items that need City procurement or sole sourcing. 85% Engineering Design This subtask will develop 85% engineering design documents including plans, special provisions, and estimates for the elements described in the 30% engineering design subtask above. The City's comments from the 30% engineering design review will be incorporated into the 85% design. The 85% design shall include: equipment plans layout, construction notes, restoration of roadway and, sidewalk, fiber optic one -line diagrams, specifications, and estimate. Specifications will be reviewed to confirm current version of APWA, local agency and other applicable specifications per 44.5 of LAG Manual. To be furnished by the City: • Boilerplate City of Federal Way bid package /specifications Deliverables: • Written responses to comments generated from 30% review • Preliminary (85 %) engineering ITS plans drawings, special provisions, specifications and 85% cost estimate (PDF copy in 11x17 size format). • Preliminary conduit and junction box capacity tables 16174.PR 8 7/20/2017 100% Engineering Design This subtask will develop 100% engineering design documents including plans, specifications, and estimates for the elements described in the 85% engineering design subtask above. The City's comments from the 85% engineering design review will be incorporated into the 100% design. The 100% design shall include all elements described in the 85% submittal and the following additional elements: general notes, wiring details, fiber optic splice details, details of non - standard design features, specifications, and engineer's estimate of probable cost. The 100% design package will also include vehicle detection equipment as required by the ASC system. Plans, specifications and cost estimates will be submitted for the City's, King County's, and WSDOT Local Program's review. Detailed procurement lists will be provided including description of input /output devices. Deliverables: • Written responses to comments generated from 85% review • Preliminary (100 %) engineering ITS plans drawings, DRAFT specifications, and 100% opinion of cost (PDF copy in 11x17 size format). • Procurement lists for all required ITS components. Final Plans, Specifications, and Estimate (PS&E) / Bid Package This subtask will develop "ad- ready "final PS &E documents (Bid Package). City comments from the 100% engineering design submittal will be incorporated into the final PS &E documents. The final design shall include stamped and signed plan sheets for all the plans including but not limited to communication and equipment layout, signal intersection details as required, construction notes, restoration of roadway, sidewalk, and wiring details, fiber optic splice diagrams, details sheets, specifications, estimate and system integration. The final design will also include one -line schematic diagrams identifying network connections and communication components. Special Provisions: Contract documents, required FHWA Division 1, amendments, Division 2 -9, APWA GSP, WSDOT GSP, agency provisions, and pre- approved plans, standard - drawing details and Federal & State wage rates. The City shall be responsible for meeting surface water control requirements, developing right -of -way permits (if necessary), and completing an Environmental Classification Summary (ECS). Deliverables: • Five sets of PS &E documents. All modifications to Division 1 will be highlighted for Local Program Review. • A completed Local Programs Division 1 Checklist. • One electronic copy of drawings in PDF format, and reproducible specifications and cost estimate. • Five copies of the plans in 11x17 size format. One full size set of sealed plans. • Written responses to review comments received by City, King County, and WSDOT. Subtask 3.5: Temporary Traffic Control Plans The Washington State Department of Transportation (WSDOT) Local Agency Guidelines (LAG) Manual was revised in June 2015. The revisions require transportation projects being developed with Federal Highway Administration (FHWA) funds to complete "contract specific traffic control plans for each contract." Using standard "K Plans" or pre- approved standard temporary traffic control plans are no longer allowable options as were on previous projects and at the time of the original design services contract. Preliminary plans will be prepared with desktop review via aerial and street view imagery (Google Maps, Bing Maps, or similar). Site visits will only be used when additional or supplemental information is necessary. 16174. P R 9 7/20/2017 A detailed description of the work to be performed during this task will not be available until Subtask 3.2 is completed. For the purposes of estimating the design fee for Subtask 3.4, it was assumed that a maximum of four (4) sheets would be adequate to detail the Temporary Traffic Control. 100% Temporary Traffic Control Transpo will: • Develop TTC plans • Develop project specific TTC specifications (to be included with ITS PS &E specs) • Develop an engineer's estimate of probable cost • Submit TTC plans and specifications for City review Deliverables: • Preliminary (100 %) TTC plans and 100% opinion of cost. • Five printed copies of the plans in 11x17 size format and PDF format Final Temporary Traffic Control (Include with Bid Package) Transpo will provide written responses and obtain resolutions to all comments received on the 100% TTC submittal. Transpo will. update and finalize the TTC plans, specifications, and engineer's estimate of probable cost. Deliverables: • Five sets of TTC plans (included with ITS PS &E plans). • One electronic copy of drawings in PDF format and cost estimate. • Written responses to review comments received by City, King County, and WSDOT. Subtask 3.6: Bidding Services This task will include responding to bidder questions, preparing addenda as required, and assisting the City in evaluating up to 4 bids. Deliverables: • Bidder question tracking sheet • Responses to bidder requests for information (RFI's) • Issuing up to 4 addenda if required Subtask 3.7: Meetings This subtask includes the attendance of Transpo's project team at the following meetings: • 5 site visits for existing equipment inventory • 30% ITS PS &E Submittal Review • 85% ITS PS &E Submittal Review • 100% ITS PS &E Submittal Review 16174.PR 10 7/20/2017 Exhibit B DBE Participation not applicable Agreement Number: AG # 17- /Z8 WSDOT Form 140 -089 EF Exhibit B Page 1 of 1 Rpvicpd 1n /4n /9n1d 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 N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files AutoCAD Civil 3D Agreement Number: AG # 17- 12_8 WSDOT Form 140 -089 EF Exhibit C Page 1 of 4 Rpvicprl in/An/MU D. Specify the Agency's Right to Review Product with the Consultant See Exhibit "A" 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 # 17- /ZS WSDOT Form 140 -089 EF Exhibit C Page 2 of 4 Rwviccri 1n/Rn /9n1d II. Any Other Electronic Files to Be Provided See Exhibit "A" III. Methods to Electronically Exchange Data VIA Email or FTP Site, Sharepoint, DWG, XL, Docx, PDF and as required WSDOT Form 140 -089 EF Exhibit C Page 3 of 4 Rpvicpr/ la /s1) /21)14 A. Agency Software Suite MA Office, AUTOCAD B. Electronic Messaging System MS Outlook C. File Transfers Format As Required by the City WSDOT Form 140 -089 EF Exhibit C Page 4 of 4 Rovicari 117ilniM14 Exhibit D Prime Consultant Cost Computations Agreement Number: AG # 17- /2$ WSDOT Form 140 -089 EF Exhibit D PPVICPr! 7n /.in /7n1a Page 1 of 1 Exhibit D - Prime Consultant Cost Computations trenspo9Rxp r Number / Project Name Pay rates are effective from July 8, 2017 through June 29, 2018, within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Labor: 1 2 3 4 6 7 8 9 10 11 12 13 14 21 22 23 24 25 26 27 28 ML 1 2 3 4 5 6 7 8 9 10 11 12 initials job title cost rate Project Reimbursable Cost $0 Project Data CAD /Grap Project Postage - -- Mana•er /QC ITS Lead En•ineer Anal t hics Admin $0 -- $0 Eng L5 Eng L4 Eng L3 Eng L2 PA L2 PA L4 - - - - - - - -- - - - -- $54.88 $46.49 $38.94 $38.65 $31.11 $40.96 -- mi. -- — 16 Work Task 1.1 Pro ect Mena•ement and Coordination Reimbursable Cost $0 - - -- $0 Postage - -- $0 Hours 80 Cost $4,390 $878 $1.622 $1,094 $4,455 $14,767 $9.490 $8,485 $7,853 $4,515 $8,031 $7,712 $7,273 $9,792 522,094 53,112 $2,858 5 095 111.111111112111.1 $1.200 -_ $0 -- $0 - -- $0 [ ISIMEEMETIMII7M=E= - - - - - - - -- - - - -- -® -� -tD -Wgr= =;EM 1 rlr!MTE 2.1 Data Collection 2.2 Conce.t of 0. :rations 0 =EMI - Nom rr - mum ��� =EMI -- mi. -- — 16 _ MMECIIIIIIIIIIIE= 2.4 Verification and Validation Plans [ 80 80 Mr= - - -- . , . - MEIN -- _ -- —_— L 2.68iddin• Su. • •rt Services ��� 80 WW -- -- _ _ - - - - - -- - -- -- -ME= -=FM -WM =no MEM Mirr= rillMgr=3.111M17= 3.1 As -built Review and Field Investi•ation - - - -. -.. WWWW MEMWW -- -- _ _ - - - - - . •- IIMIMIMMIITM=RIM _ 15 Tem•ora Traffic Control Plans 16 eiddin• Su. •ort Services 0=3E==nr= 0MIWWW -- - - -MEM - -- 5 lag ®i -- - -- MEM Total Hours 375 1090 1210 84 520,580 550,674 $47,117 53,247 40 51,244 16 0 0 0 2815 5655 $0 $0 50 Overhead Rate 167.68% 5207,114.75 Fee (as a % of labor) 30.00% $37,055.36 .cellaneous Expenses: Item Federal Express / Courier Reimbursable Cost $0 Phone $0 Fax $0 Postage $0 Graphic supplies $0 Photography $0 Travel expenses (mileage) $1.200 Reproduction $0 Traffic counts $0 Traffic accident data $0 Spec. MPS model run $0 Transportation Concurrency Application $0 Total Reimbursable Expenses $1.200 Subconsultants: 1 2 3 4 5 Firm Subconsultant A Subs Cost $0 Subconsultant a $0 Subconsultant C $0 Subconsultant D $0 Subconsultant E $0 Total Subconsultants $0 Exhibit E Sub - consultant Cost Computations There isn't any sub - consultant participation at this time. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub- Contracting" of this AGREEMENT. Agreement Number: AG # 17- /28 WSDOT Form 140 -089 EF Exhibit E Page 1 of 1 Ravicor/ 1n /4n /9n1d 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. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by 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 # 17- /t8 WSDOT Form 140 -089 EF Exhibit F Page 1 of 1 Rpvicpd 10/20/9n141 Exhibit G Certification Documents Exhibit G- 1 (a) Exhibit G- 1 (b) Exhibit G -2 Certification of Consultant Certification of City of Federal Way 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: AG #17- /28 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Ra iigprl 1ni2ni 2rr1a Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Transpo Group USA, Inc whose address is 12131 113th Avenue NE Suite 203, Kirkland, WA 98034 -6944 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. Transpo Group USA, Inc Consultant (Firm Name) 8/e4 c7/ - Signature (Authorized Official of tant) Date Mike Swenson, Principal Agreement Number: AG #17- /Q$ WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Rpui p/d lni2ni2nia Exhibit G -1(b) Certification of City of Federal Way I hereby certify that I am the: 12 Mayor, Jim Ferrell ❑ Other of the City of Federal Way , and or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the 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. Signature iD Date Agreement Number: AG #17- /2 s WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Rpvicpri 1B/4n/9014 Exhibit G -2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti -trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Transpo Group USA, Inc. Consultant (Firm Name) `2�l�i�i -u•� 8/e/-0/-7- T (Authorized Official of Co tant Signature (Aut ) Date Agreement Number: AG #17- X28 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Ravicarl lni4n17ma 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, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub - contracts, which exceed $100,000, and that all such sub - recipients shall certify and disclose accordingly. Transpo Group USA, Inc Consultant (Firm Name) Signature (Authorized Official o nsultant) Date Mike Swenson, Principal Agreement Number: AG #17- /28 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Rpvicpri 1n /. ?n /9n1a 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 Adaptive Traffic Control System * are accurate, complete, and current as of July 10, 2017 ** This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Transpo Group USA, Inc Signature Mike Swenson Date of Execution * * *: Principal Title *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) * *Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ** *Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG # 17- /28 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 RPVICPri I n /3n /7ma Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self- insurance through an irrevocable Letter of Credit from a qualified financial institution. Self - insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: AG # 17- /26 WSDOT Form 140 -089 EF Exhibit H Page 1 of 1 Rpvicpd 1n/.4n/9n1a Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and /or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: AG # 17- i28 WSDOT Form 140 -089 EF Exhibit 1 Page 1 of 2 Ravicarl 1 n /.wn1a 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 # 17- /28 WSDOT Form 140 -089 EF Exhibit! Page 2 of 2 RPviced 1ni1ni2n1a 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 # 17- /QS WSDOT Form 140 -089 EF Exhibit J Page 1 of 2 Rpvicpd 1nnn /9n14 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: AG # 17- /28 WSDOT Form 140 -089 EF Exhibit J Page 2 of 2 Rpvicpd 1fb.40/9014