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AG 19-164 - Western Systems RETURN TO: PW ADMIN EXT: 2700 ID#: 3836 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIv: PUBLIC WORKS/Capital Engineering Division ORIGINATING STAFF PERSON: Naveen Chandra EXT: 2729 3. DATE REQ.BI-: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 AMENDMENT(AG#): 19-164 ❑ INTERLOCAL ❑ OTHER Supplement#03 G. PROJECT NAME:Citywide_Adaptive Traffic Control System +. NAME OF CONTRACTOR: Western Systems. Inc ADDRESS: 1122 Industry St, Bldg B, Everett, WA 98203 TELEPHONE: (425) 438-1133 _ E-MAIL: rnimsO-Westernsystems-inc.Com FAX: SIGNATURENAME: Robert Nlms TITLE: President 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 22, 2019 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: 13 YES ❑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 ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 306-4400-202-595-64-411 �. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED 6 PROJECT MANAGER ND-11/19/2020 6 DIVISION MANAGER SLH 11/23/2020 6 DEPUTY DIRECTOR DSw 11/24/2020 A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) d 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: DATE REC,D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT SIGNATORY(MAYOR OR DIRECTOR) .. CITY CLM [ '� '- ❑ ASSIGNED AG# A # ❑ SIGNED COPY RETURNED DATE SENT: :OMMENTS: iXECUTE 2_"ORIGINALS I/2020 f► � Washington State •!A Department of Transportation Supplemental Agreement Organization and Address Number 03 Western Systems,Inc Original Agreement Number 1122 Industry St,Bldg B,Everett, WA 98203 AG 19-164 Phone: 425)438-1133 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 of Federal Way desires to supplement the agreement entered in to with Western Systems. Inc and executed on August 22, 2019 and identified as Agreement No. AG 19-164 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 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, 2021 _. 9fl 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;_IZo_h e rt NiJULV �t1 �. �.•` poirv-r t�f�.. A. Ccnsdtay( Signature t�T'�q� pprvvingAuthority Signature �.zc•��ic _ re9 ate ao, DOT Form 140-063 r ff�r f�Lq�'• •.••'••• ;��~, Revised 09/2005 USINESS INFORMATION tsiness Name: ESTERN SYSTEMS,INC. 3I Number: 2 090 725 tsiness Type: A PROFIT CORPORATION tsiness Status: �TIVE incipal Office Street Address: 22 INDUSTRY STREET,BLDG B,EVERETT,WA, 98203,UNITED STATES incipal Office Mailing Address: 22 INDUSTRY STREET, BLDG B,EVERETT, WA, 98203,UNITED STATES :piration Date: /31/2021 risdiction: vITED STATES,WASHINGTON rmation/Registration Date: /09/2001 riod of Duration: P,RPETUAL active Date: tture of Business: CHER MANUFACTURING, RETAIL,WHOLESALE TRADE EGISTERED AGENT INFORMATION :gistered Agent Name: ICHAEL C SMITH -eet Address: 22 INDUSTRY ST BLDG B, EVERETT,WA, 98203-0000, UNITED STATES ailing Address: 22 INDUSTRY ST BLDG B, EVERETT,WA, 98203-0000, UNITED STATES OVERNORS itle Governors Type Entity Name First Name Last Name OVERNOR INDIVIDUAL ROBERT NIMS OVERNOR INDIVIDUAL ADELA TAYLOR OVERNOR INDIVIDUAL MICHAEL SMITH WESTSYS-01 TBORJA CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12n/2020 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: Hub International Northwest LLC PHONE FAx PO Box 3018 (Arc,No Et):(425)489-4500 (A)G.No)_(425)485-8489 Bothell,WA 98041 ADDREss-now.info@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# _ INSURERA;Great Northern Insurance Company 20303 INSURED INSURER a:Federal Insurance Company Compainy 20281 Western Systems,Inc. INSURER C: Mike Smith 1122 Industry St.Building B INSURER D: Everett,WA 98203 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER. 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 ADDL•SUBR POLICY EFF POLICY E](N LTP. TYPE OF INSURANCE I YyyD POLICY NUMBER MMIDD/YYYY1_CM QD1yYYY)• LIMITS A I X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 1 X OCCUR X 36064498 6/6/2020 6/6/2021 DPMAUE '0 RENTED 1,000,U001 PREhLt5E5,' c._ur $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY l PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER_ WA STOP GAP $ 1,000,000 A AUTOMOBILE LIABILITY COM91hkE0 SINGaLE LIMIT $ 1,000,000 nANY AUTO 73615568 6/6/2020 6/6/2021 BODILY INJURY Per Person) $ OWNEDL SCHEDULED AUTOS ONLY AUTOS BODILY WJURY Per accident $ pN J PERTY MAGE AUTOS ONLY AUTOS Ca BCChderll $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 3,000,000 EXCESS LIAB CLAIMS-MADE 78191890 6/6/2020 6/6/2021 AGGREGATE $ 3,000,000 DED X RETENTION$ 10r000 $ KERS COMPENSATION PER B ANYRPROPRIETOR/PARTNER/EXECUTIVE OFFICERNICM ER EXCLUDED? N/A E( $ 500,00 EACH STAT(ACCIDENT ORH AND EMPLOYERS'LIABILITY y/N 71833199 616I2020 6I6I2021 I - IMandataly in NH) -� E.L,DISEASE EA EMPLOYEE:$ 500,006 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E-L-DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS+LOCATIONS/VEHICLES (ACORD 101,Addiuonal Remarks Schedule,may be artachsd if more space is required) Additional insured as required by written contract:City of Federal Way.See attached endorsements. CERTIFICATE HOLDER _CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y Y ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave.South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B Bm Liability Insurance Endorsement Policy Period JUNE 6,2020 TO NNE 6,2021 Effective Date JUNE 6,2020 Policy Number 3606-44-98 WUC Insured WESTERN SYSTEMS,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued JUNE 16,2020 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This 1i irituClon does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Add,tional -Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Q_ _, _' Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B B° Liability Insurance Endorsement Policy Period DUNE 6,2020 TO DUNE 6,2021 Effective Date JUNE 6,2020 Policy Number 360644-99 WUC Insured WESTERN SYSTEMS,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued JUNE 16,2020 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 C H U B Bm Liability Insurance Endorsement Policy Period JUNE 6,2020 TO DUNE 6,2021 Effective Date JUNE 6,2020 Policy Number 3606- 4-98 WUC Insured WESTERN SYSTEMS,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued JUNE 16,2020 �:w:�i3S—N:r-xs ..::. ..::: :.::::,.. ..:ik'.. W6.'Ltw..P.'.. .Y4�',.'.;;::e;? `SSSF':2::z.Fi'.Y;xe.::. T�'.9Peti0b .':;.:, :„,•;<Eu This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS STOP GAP Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance- If you are obligated,pursuant to a written contract or agreement,to provide the person or Primary,Noncontributory organization described in the Schedule(that is also included in the Who Is An Insured section of this Insurance-Scheduled contract)with primary insurance such as is afforded by this policy,then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations described in the Who Is An Insured section of this contract and that you are obligated,pursuant to a written contract or agreement,to provide with primary insurance as is afforded by this policy,but only to the minimum extent required by such contract or agreement. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Conditions-Other Insurance-Primary,Noncontributory Insurance-Scheduled Person Or Organization last page Form 80-02-2653(Rev.7-09) Endorsement Page i Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expxemses. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of32 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The"auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto" will be considered a you own more than 50%of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a)That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II—LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage" that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1.—WHO IS AN INSURED—of such person or organization to this policy SECTION II—LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto" you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident'which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXIMUM WE WILL PAY FOR ANY ONE contract or written agreement; or CONTRACT,OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S.- FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II— LIABILITY COVERAGE does not apply. income lost due to absence of that vehicle for 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a.—TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III—PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4.—COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4.—COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a._ Overdue loan/lease payments at the time of Paragraph B.3.a. -EXCLUSIONS—of SECTION the"loss"; III—PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b.—LIMIT OF INSURANCE -of and SECTION III -PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident'to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the"auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. -DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the"insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.-DEDUCTIBLE—of SECTION III— been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss"to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2.—CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS - is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. -DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. -OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS- "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the"employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). -POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the"accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The"insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. deleted and replaced by the following: 13. WAIVER OF SUBROGATION Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" POLICY NUMBER: (20)7361-55-68 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I MIA Y AND NON-CONTROUTORY LIABUTY MURANCE This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: WESTERN SYSTEMS, INC. Endorsement Effective Date: 06/06/2020 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5.—"Other Insurance" of Item B.—"General Conditions" under Section IV—"Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 1 RETURN TO: PW ADMIN EXT: 2700 ID CITY OF FEDERAL WAY LAW DEPARTMENT ROUTIls;G FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: %9,Pc A "MAEL. ExT: 3. DATE REQ. 3, TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT 11SMALL OR LIMITED PUBLIC WORKS CONTRACT C Op ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) Cl ORDINANCE ❑ RESOLUTION ❑ CONTRACT AME DMENT(AG#): ❑ INTERLOCAL OTHER SuLPQL6\A6NT--*A 4_ PROJECT NAME: 5. NAME OF CONTRACTOP. ADDRESS: I cCI MC 3 TELEPHONE: E-M AI I.: S FAX. SIGNATURE NAME: dodgy ims TITLE: 6_ EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOFOFAUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BI-EXP_12/31/ UBI# EXP. 7. TERM: COMMENCEMENT DATE.�t�a(�x r�' COMPLETION DATE:�O dk\c �t`� n f ,` = I f-75,c 1(s:711 8_ TOTAL COMPENSATION:$ 9 I aV,(9I .49+ ���2.'3(f Mi�-r6.00D (INCLUDE EXPENSES AND SALES TAX,IF ANY) (TF CAT•C'TIT.ATFFI ON HOTTRTY LAROR CHARGE-ATTACH S(-,HF.T)TIT.FS OF F.MPIDYFES TITT,FS ANTI HOT.Q)AY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: S IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED 1 PURCHASING: PLEASE CHARGE TO: C 7��702 `21,o500 9. .DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER DIVISION MANAGER 9 k c" rEPUTY DIRECTOR ' - Z DIRECTOR ❑ RISKMANAGEMENT (IFAPPLICABLE) �(LAW DEPT 10. COUNCIL APPROVAL(IF APPLICABLE) SC14EDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING t� o SENTTO VENDOR/CONTRACTOR DATE SENT: �� ( 1 `a� DATE REC'D: �y ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION FOR l MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCILAPPROVAL IS NEEDED.) INITIAL/DATE SIGNEDS*Wp-# 0. *r-2-- ❑ FINANCE DEPARTMENT Law DEPT SIGNATORY(MAYOR OR DIRECTOR) CITY CLERK �t),ASSIGNED AG# AG ❑ SIGNED COPY RETURNED DATE SENT: ��' 7 _, �• { LY.� RETURN ONE ORIGINAL 1 COMMENTS: EXECUTE" "ORIGINALS LAO no KuTq 51611- Aft Washington State Department of Transportation Supplemental Agreement Organization and Address Number 2 Western Systems,Inc. Original Agreement Number — 1122 Industry St.Bldg.B_ Everett,WA 98203 Phone: Project Number Execution Date Completion Date 8/22/2019 12/312020 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System $1,175,916.79 Description of Work This project would provide for the implementation of an adaptive traffic control system.This project includes the Federal Way Urban Center,particularly on S 320th Street and SR 99,and extends southward on SR 99 to include SR 18 and SR 161 for a total of forty-four(44)intersections. The Local Agency of Federal Wav desires to supplement the agreement entered in to with Western Svstems.Inc. and executed on 8/22/19 and identified as Agreement No. AG 19-164 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: Provide deployment of the adaptive traffic control system for an additional thirteen(13)intersections along the north end of Pacific Hwy and Military Road corridors as part of the City of Federal Way's"Adaptive Traffic Signal Control Phase 3"project. II 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: Maximum amount payable will increase by$149,738.00 for a new maximum payable amount of$1,175,916.79. 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. -� . f r � AlKp / onsultant :gnat �.. roving Authori y Signature Date DOT Form 140-063 Revised 0912005 Exhibit A City of Federal Way SCOOT Adaptive Traffic Control System Supplement#2 System Deployment for 13 additional intersections(Phase 3) Item# Description Qty Unit Unit Price Extended Price Delete Task 12 from original agreement 4 Per Year -$23,176.47 ($92,705.88) 1 Project rvianagmenet 1 LS INCLUDED Furnish and insfalit I luc�d� 2 Controller Licensing 13 EA NA INCLUDED Furnisfi ana Install ASC I CocaT- 3 Controller Hardware 13 EA $4,400.00 $57,200.00 4 Detection Review and Adjustment 1 LS $13,395.00 $13,395.00 ys emes ing,�"I igura ion, 5 Fine-Tuning,and Verification 1 LS $44,193.00 $44,193.00 Maintenance and Support(13 6 intersections) 1 YEAR $4,365.00 $4,365.00 ys ern MOMLOring and Kepurting 7 Hardware/Software 1 LS NA INCLUDED 8 Train and Documentation 1 LS $13,125.00 13,125.00 Maintenance and Support for 9 entire system 4 YEAR $27,541.47 110,165.88 TOTAL $149,738.00 RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ i 2. ORIGINATING STAFF PERSON:'%R"em 1hNA'AeL. EXT: 3. DATE REQ.BY: A-W 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG,#): ❑ INTERLOCAL 'KOTHER Slk2PU lrAEtQTa1Fc �- lt� 4. PROJECT NAME:_Q�l`J'� k0E �ta+` ft\.�C.- I�-�k�r�1C- CrNJ�L _ S1—IU S 5. NAME OF CONTRACTOR: CI��P_N . ADDRESS: `� L �l E R.lcklm Ll al Cl�2 C- TELEPHONE: E-MAIL: FAx: SIGNATURE NAME' C)Oer gm's TIME: 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE Cl ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# EXP. 7. TERM: COMMENCEMENT DATE:_003j!0 .f-etfV,4_j4 COMPLETION DATE: 11O CIND�rt } f f f yJ, 8. TOTAL COMPENSATION:$ l O, .q + � f .3I+_lql 71.OD (I&CLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED 1�e PURCHASING: PLEASE CHARGE TO: C��202 -2(OSOC7 9. .DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER )i DIVISION MANAGER �WVEPUTY DIRECTOR DIRECTOR ✓, ❑ RISK MANAGEMENT (IF APPLICABLE) �(LAW DEPT MAebt �. 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: Q ` COUNCIL APPROVAL DATE: CT SIGNATURE ROUTING 11. CON❑SENT TO VENDOR/CONTRACTOR DATE SENT: C� 1 Z-LD (Cl DATE RC�EC'D: t3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN AA MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED.SUPr# ` I SLAQF 'Z ❑ FINANCE DEPARTMENT -$CLAW DEPT - SIGNATORY(MAYOR OR DIRECTOR) le )10 CITY CLERK1 140 XAssIGNED AG# AG l 11 tVA ❑ SIGNED COPY REN ETURNED DATE ST: Y, Rf RETURN ONE ORIGINAL COMMENTS: EXECUTE" "ORIGIN.4Ls 'STA cS i\ WSDCT f::bR_j%A , VViJjN cANNaT- BE C�kA(VC-. TrWashington State Ar Department of Transportation Supplemental Agreement Organization and Address (dumber _a_ Western Systems,Inc. Original Agreement Number 1122 Industry St Bldg.B Everett,WA 98203 i Phone: Project Number Execution Date Completion Date i 8/22/2019 12/31/20 Project Title New Maximum Amount Payable Citywide Adaptive Traffic Control System $1,026,178.79 Description of Work This project would provide for the implementation of an adaptive traffic control system.This project includes the Federal Way urban Center,particularly on S 320th Street and SR 99,and extends southward on SR 99 to include SR 18 and SRI 61 for a total of forty-four(44)intersections. The Local Agency of Federal Way desires to supplement the agreement entered in to with Western Systems,Inc. and executed on 8/22/19 and identified as Agreement No. AG 19-164 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: Provide software and licensing for an additional thirteen(13)intersections on the north end of Pacific Hwy and Military Road corridors as part of the City of Federal Way's"Adaptive Traffic Signal Control Phase 3"project. 11 Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: III Section V, PAYMENT, shall be amended as follows: Maximum amount payable will increase by$35,992.31 for a new maximum payable amount of$1,026,178.79. 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. -Consultant Signature pprnmng A,i[hor!y Signature bjue DOT Form 140-063 Revised 09/2005 Exhibit A City of Federal Way SCOOT Adaptive Traffic Control System Supplement#1 Software for 13 additional intersections(Phase 3) Item# Description Qty Unit Unit Price Extended Price 1 Project Managmenet 1 LS 2,000.00 2,000.00 Furnish and Install ASCT Central 2 System Software 1 LS INCLUDED Furnish and Install ASCT Central 3 System Licensing(SCOOT) 1 LS INCLUDED SCOOT Software License Pack 4 (Qty 20) 1 LS 33,992.31 33,992.31 TOTAL $35,992.31 RETURN TO: PW ADMIN EXT: 2700 ID#: 33V5 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: M e,r 2-'"" EXT: 3. DATE REQ.BY: 3. TYPE OF DOCUMENT(CHECK ONE): ( CON I IIAC I'()R SELECTION DOCUMENT E.G.,RFB ltFf 0-0) I] PUBLIC'WORKS CONTRACT 1 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT Nal @uI E' w oro " °� IT"d .. �...............__.. 5. NAME OF+CONT;"RA :'1"CTw ADDRESS: TELEPHONE: E-MAIL: FAX.-_ SIGNATURE NAME: TITLE: 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP.12/31/ UBI# EXP. 7. TERM: COMMENCEMENT DATE:........... ............... .. . � mm COMPLETION I)AC R:',: ( ww_ 8. TOTAL COMPENSATION: ) ~) (INCLUDE EXPENSES AND SALES TAX,IF ANY) --- ................................ (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: _.... IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY UNIT: I [y RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED P0. t(Hk dtE. .f,ASI"C,9IAII4nE TO. lC 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER " DNISION MANAGER ❑ DEPUTY DIRECTOR DIRECTOR :.;.7 RISK MANAGEMENT IF APPLICABLE) " A LAW DEPT ........... ._._._ 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING " m' ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR l 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.) INCIIAI... m4[d,m KINE) ........ ❑ FINANCE DEPARTMENT StGNAII'IRI ' ,m JR DIRECTOR) a ASSwi o'.Ij AG# Sl(,,'NI D Copy RETURNED DATE SENT: ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE" °ORIGINALS 1/2018 Local Agency Professional Services Lump Sum Consultant Agreement Agreement Number: Does this Require DES filing? ❑ Yes ❑Q No Firm/Organization Legal Name (do not use dba's): Western Systems, Inc. Address Federal Aid Number 1122 Industry St. Bldg. B.,Everett, WA 98203 HSIP-0005(464) UBI Number � ....� .....�....._......... ��Federal TIN or SSN Number 602 090 725 91-2099547 Execution Date Completion Date July 30, 2019 December 31, 2020 .... _____.............. 1099 Form . . Required Federal Participation ❑� Yes ❑ No Yes ❑ No Project Title Citywide Adaptive Traffic Control System - System Procurement Description of Work This project would provide for the implementation of an adaptive traffic control system. This project includes the Federal Way Urban Center,particularly on S 320th Street and SR 99, and extends southward on SR 99 to include SR 18 and SR 161 for a total of forty-four (44) intersections. ❑ Yes % ❑� No DBE Participation Maximum Amount Payable: $990,186.48 ❑ Yes % ❑� No MBE Participation ❑ Yes % ❑� No WBE Participation ❑ Yes % No SBE Participation Index of Exhibits Exhibit A Scope of Work i. °ilr J° � T3E PrtiimlSBE Plan not used Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents not used Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 1 of 13 Rpvi_QPd I11n1i2n1z 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, a municipal corporation , hereinafter called the "AGENCY," and the "Firm/Organization Name"referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. 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 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 Wasliingl.on. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 2 of 13 Rpvi�pd 1vn1i2mz Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26 shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non-minority, woman owned DBEs does not count towards UDBE goal attainment. 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: If to CONSULTANT: Name: Rick Perez Name: Zach Hoiting Agency: City of Federal Way Agency: Western Systems, Inc. Address: 33325 8th Ave South Address: 1122 Industry St. Bldg. B City: Federal Way State: WA Zip: 98003 City: Everett State: WA Zip: 98203 Email: rick.perez@cityoffederalway.com Email: zhoiting@WestemSytems-Inc.com Phone: 253.835.2740 Phone: 253.438.1133 Facsimile: 253.835.2709 Facsimile: 425.438.1585 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. This AGREEMENT may require filing with the Department of Enterprise Services (DES) pursuant to RCW 39.26.140. If such approval is required by DES, this AGREEMENT shall not bind the AGENCY until approved by DES. If the AGREEMENT must be approved by DES, work cannot begin, nor payment made until ten(10) or more working days following the date of filing, and until approved by DES. Any subsequent SUPPLEMENTAL AGREEMENT may also be subject to filing and/or approval from DES. 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, or governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 3 of 13 Revicerl 1 vnv2n1 z 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. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the lump sum amount is attached hereto as Exhibits "D"and"E" and by this reference made part of this AGREEMENT. A. Lump Sum Agreement: Payment for all consulting SERVICES shall be on the basis of a lump sum amount as shown on page one (1) of this AGREEMENT. B. Maximum 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 on page one (1.) The Maximum 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. C. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of costs on a monthly basis. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D. 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 SERVICES 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. Per the WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," 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. E. 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. A 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 . Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 4 of 13 Rpvicad 111MIM17 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. 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 the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a 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. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 5 of 13 RPvieprr 11inv2n17 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations. • Title Vi of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) . 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F"in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT which, when added to any payments previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid for any authorized extra work completed. 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 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 in accordance with the termination for other than default clauses listed previously. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 6 of 13 RPviSPr1 111n112n17 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. 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 Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 7 of 13 Rpvi,zpd 111nv9n17 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 the AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or the 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's and/or the AGENCY'S, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or the 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 by the Parties. 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. Agreement Number: Local Agency Professional Services Lump .. m Sum Consultant Agreement Page 8 of 13 Rpvicprl limmign17 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: Tonia Proctor Agency: City of Federal Way Address: 33325 8th Ave South City: Federal Way State: WA Zip: 98003 Email: tonia.proctor@cityoffederalway.com Phone: 253.835.2561 Facsimile: 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 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. 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. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 9 of 13 Rpvi,zpa 1vn1i2n17 Xlll. 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-l(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. 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. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 10 of 13 Rpvicarl 111MM17 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 and AGENCY 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. 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. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 11 of 13 RpvhzPrl 111n112n17 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, 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. Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 12 of 13 Rpvi�p.i 11in112n1z For purposes of this AGREEMENT, "ESP' 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. '712-7 Signature Date Signature Date Any modification, change, or re_formation of this AGREEMENT shall require approval as to,form by the Office of the Attorney General. ATTEST (Stephanie Courtney, CMC, City Clerk);. APPROVED AS TO PO (J. Ryan Call, City Attorney): ._........_........................... T C Agreement Number: Local Agency Professional Services Lump Sum Consultant Agreement Page 13 of 13 apwikpr►111MI n17 s f e r u,Systems Exhibit A 1 Scope of Work www,westernsystems-inc.com 11122 Industry Street, Bldg. B, Everett, WA 98203 1 P:425.438.1133 The leader in providing innovative solutions,support and manufacturing for the transportation industry fvtv;; Systems 2 Scope of Services This project will allow the City of Federal Way to take a major proactive step in mitigating traffic congestion on S 320th Street,S 336th Street,S 348th St/SR 18,Pacific Hwy S/SR 99,Enchanted Parkway S/SR 161/16th Ave S, and eventually the rest of the city.The primary goals of an Adaptive Control System(ACS) are to reduce delay,manage queue lengths, reduce stops, decrease travel time, increase traveler safety and reduce side street delays at signalized intersections along heavily traveled corridors.The ACS will effectively accomplish this by adjusting signal timing in real time to accommodate the continuous and sometimes unpredictable fluctuation in traffic and pedestrian demand on these corridors. Western Systems will furnish, install new traffic signal ATC controllers, a TACTICS Central system software,SCOOT®adaptive system software,and central system hardware for the City of Federal Way. In addition,we will fine tune the systems, review the existing detection, provide training and 5 years of ongoing support. For City of Federal Way intersections Western Systems will provide SIEMENS M62ATC Controllers with SEPAC5 software. Imbedded in the SEPAC is the SCOOT operation protocol for the Adaptive system. For the WSDOT type 332L/332DL cabinets using 2070E/ATC controllers, we will require WSDOT to update to the latest Siemens SEPAC5 local controller software. Western Systems has assembled a strong team to meet the technical and administrative requirements of the City of Federal Way project. Resumes for all project team members can be found in Appendix A —Project Team Resumes of the project proposal. Western Systems will lead and manage the team as well as provide the adaptive control software, server a nd computer hardware,Siemens M62ATC and TACTICS Central System,project management, integration, training, and support. John Brannan will lead efforts as Project Manager and will be responsible for successful project delivery. John Brannan, Ryan McKibben and Ken Buchanan will be the technical points of contact with Federal Way staff and will manage the installation. Siemens will provide software operational support, technical deployment expertise, field installation assistance,operational scope deliverables and 360°support services.James Chavis and Peter Marshall will lead Siemens efforts and assist Western Systems in project delivery. Western Systems will employ a collaborative and open approach when implementing the adaptive control system in Federal Way. Our goal will be to have city staff as well as any associated consultants and stakeholder staff involved in every step of the project and will in effect use the project implementation period as an extended training period.The formal training near the actual go-live date then serves as a capstone session and ensures that responsible staff has the knowledge and ability to effectively operate the system from Day 1. Our approach will include the following tasks, outlined below and described in more detail in the scope of work. The Western Systems team will kick off the project by meeting with the City of Federal Way's key staff and stakeholders. Objective is to draft and adopt a scope of services plan detailing; project deliverables and schedule,discussing custom software elements of the SCOOT and TACTICS systems, Graphic User Interface (GUI) Design development, detector surveys and field deployment phases, any traffic engineering improvements that could improve operations,schedule for training for key staff members,ongoing support and access, payment milestones and acceptance criteria and any perceived project risk factors. www,westernsystems-inc,com 11122 Industry Street, Bldg, B, Everett, WA 98203 1 P:425,438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry t eSystems We propose the following work plan task structure; 3 Task 1—Project Management Task 2—Data Aggregation Task 3—Detailed Assessment of Conditions and Detector Survey Task 4—Siemens M62ATC Installation and Database Conversion Task 5—SCOOT®Software and TACTICS Central system installation Task 6—Database Design Task 7—QA/QC Task 8—Graphical User Interface(GUI) Development Task 9—Download to Signals and Field Calibration Task 10—System Fine Tuning Task 11—Systems and Local Map Development Task 12—Training Task 13—Verification Task 14—Acceptance and Support The Western System team will proactively manage and update the City of Federal Way via reporting and communications structures as agreed upon in the kick-off meeting. By using the processes, practices and templates of best practice as identified in the Project Management Institute(PMI) Book of Knowledge,we seek to keep the city in the know, and proactively bring to your attention issue items rather than react to them after they have happened.By actively monitoring progress and technical details,we can work together to anticipate issue matters so these can be addressed before becoming problematic. The standards of the PMI are important to achieving a high-quality deployment. However, to deliver a challenging project like this one, being able to identify&respond to matters and elevate those that might become issues requires diligence and open communications. At project commencement, the Western Systems' team will meet with the City of Federal Way Project Management team, King County traffic operations, the consultant team and any others identified by the city to be present.Our team will meet with City staff to present the stages of deployment, and then obtain existing documentation for all relevant intersections and field equipment(e.g.,as-built schematic diagrams, control databases). The purpose of this kickoff meeting is to fine tune the project deliverables (i.e. understanding the detection layout at each intersection, determine schedule for field modifications, identify and graphics required, and to determine training schedules), stages of deployment, schedule, project objectives, critical path items, areas of responsibility for Western Systems,the City of Federal Way and other stakeholders, project reporting, and communication plans. In addition, this meeting will clarify project issues,sequence of events, events requiring long lead times, project milestones, identification and discussion of project risks and an introduction of our team and their roles in the project. Western Systems and Siemens have experience managing multi-agency projects. To ensure the communication needs of all agency stakeholders are met, the Kickoff Meeting will identify in the project management plan the stakeholders,the kinds of information,frequency and format that should be used to communicate project reports. In addition, the project management plan will identify the roles and responsibilities of all the project team. For this project, we envision holding regular meetings once per month with the City's project manager and other stakeholders throughout the duration of the project.Bi-monthly meetings may be required duringthe first few months of the project. Western Systems will provide schedule updates in MS Project monthly throughout the project,from the kickoff until the final acceptance of the SCOOT®system. www,westernsystems-inc.com 11122 Industry Street, Bldg. B, Everett,WA 98203 1 P;425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry sr err°nSystems 4 As detailed in Validation Plan; Federal Way desires "Smooth Flow", "Maximized Person Throughput" and "Minimized Transit Delay", "Access Equity", "Management of Queues" and "Improved Safety". Western Systems will assist the city stakeholders as needed in accumulating the data required on the adaptive corridors to get an assessment of current conditions and give the City of Federal Way a true analysis of the state of travel before implementing the adaptive system. J ��.' The Western Systems team will perform a detailed survey in the field to determine the suitability of existing detectors and determine where detectors should be added for optimal performance.As part of this survey Western Systems will make recommendations for future enhancements to increase operational efficiency of quality of service. Also,existing communication cabling and signal cabinet equipment will be evaluated. After the survey has been compiled,the Western Systems team will meet with City personnel to provide a recommendation on the most cost-effective solutions for deployment to meet the project goals, and longevity of system operation. Western Systems will also investigate the location for the control room equipment and identify any issues in getting communications back from the field,and how best to lay out the servers and workstations in the control room. During this task, Federal Way staff should attend the one-day training session that will occur prior to SCOOT®operation.Understanding of SCOOT®detection strategies,and direct involvement of City personnel are important for the deployment success. 1 4 �rrn(i;Ins N/If,2A"I C IristjIl.slier,n d. 1d 1)�",l aL)asr;; Col'7vE'l,sr ('JI The Western Systems team members will perform a detailed database conversion from the Econolite controllers currently in the field to match current operations.As part of this conversion, Western Systems can make recommendations for future enhancements to increase operational efficiency of quality of service. Following, Western Systems will work in conjunction with the City and King County to install the Siemens M62 controllers at each location. During installation, Western Systems will visually monitor the operation of the signal and get acceptance from the City and/or King County of operations.Also, existing communication cabling and signal cabinet equipment will be evaluated. This is a basic task of a deployment, and one that to a degree was initiated in Task 4 where our team will have surveyed the communications and central office facilities. Our team will install new servers(or virtual servers) with the capability to handle a city-wide deployment. The servers will have robust reliability, performance,and expandability to handle all practical aspects of the systems deployment.The servers will be tested for the necessary SCOOT® and TACTICS software and communications needs of the project prior to deployment by Western Systems team.Western Systems will work closely with the City of Federal Way engineering and IT staff to deploy the servers within the network parameters requested. The same methodology will be used for any workstations, laptops or redundant servers located with other municipalities. SCOOT'Hardware The SCOOT®servers will meet the following minimum specifications: • Intel Xeon Dual Core 2.8GHz with RAID capable motherboard • 4Gb RAM a 2 X 160Gb hard disk with SATA II NCQ interface(in Raid 1 configuration—mirrored pair) • Graphics card capable of 1280x1024 in 32-bit color @ 72Hz www.westernsystems-inc.com 11122 Industry Street, Bldg. B, Everett, WA 98203 1 P:425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry ,terliriSystems 2 x 10/100Mb Ethernet Network Interface Ports 5 • DVD-ROM reader/writer • Monitor(can be shared monitor with KVM switch) • Keyboard&mouse 0 20Gb External Hard Disk U562/Firewire for system backups a OS-Windows Server 2008 Standard • X Client-OpenText Exceed v14 • Backup software-Acronis Backup and Recovery v11.5 Server Edition The SCOOT®communications server will meet the following minimum specifications: • Intel Xeon Dual Core 2.8GHz with RAID capable motherboard • 4Gb RAM 0 2 X 160Gb hard disk with SATA II NCQ interface(in Raid 1 configuration—mirrored pair) • Graphics card capable of 1280x1024 in 32-bit color @ 72Hz 2 x 10/100Mb Ethernet Network Interface Ports • DVD-ROM reader/writer • Monitor(can be shared monitor with KVM switch) Keyboard&mouse • 20Gb External Hard Disk U562/Firewire for system backups • OS-Windows Server 2008 Standard .,,. ,�a The TACTICS servers if used will meet the minimum requirements as specified in Exhibi^t"°B: 1,a,Jk (") Dral<ab e fkts[gn Western Systems will take information gathered from the detector and equipment surveys, and the database migration to develop translation plans(these are the equivalent of timing plans)that identify the phases that will be permitted in SCOOT® "Stages" or phasing groups. Evaluation of the minimum timings needed for phasing will be made and engineering judgement is used to achieve optimal timing performance. While this stage involves database design,and data entry,it should be emphasized that this stage in is where the SCOOT®translation plans and other key parameters are developed, and timings are loaded and tested by our engineers. For SCOOT° to work optimally, traffic engineering judgment must be exercised for the development of the translation plans and other SCOOT®parameters.As this task involves considerably more traffic engineering than the task name might imply and because we feel this is one of the key tasks of deploying a SCOOT®system successfully,we will invite key city operations staff to join us in this activity as informal training. Western Systems is committed to producing a high-quality product and thereafter providing outstanding support.Our quality control plan is developed with this goal and we apply process-oriented reviews at key points in the project to make sure the deployment is consistent with the agencies vision.Western Systems internal quality and cost control practices are firmly rooted in the systems engineering process. For each project(depending on size and scope),we employ a formal or informal Quality and Cost Control Plan(ACCP) procedure.The ACCP procedure places a specific emphasis on the quality of the products to be provided to the client.The quality portion of the plan consists of two parts:quality assurance and quality control. The Quality Assurance element ensures that the day-to-day accomplishments of the project are completed in an efficient,professional manner;the most appropriate staff members are assigned to each individual work item and are working within their skill levels; and a peer review process is in place to ensure that the best approach to specific problems is being undertaken. Formal QA on this project will involve periodic and www,westernsystems-inc.com 1122 Industry Street, Bldg, B, Everett, WA 98203 P:425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry VstevinSystems regular review of project deliverables.That is especially relevant in this project with two parallel tracks to install the system and the field devices.This is a good place to gauge what has been done and what needs to be done for project completion. The Quality Control element formalizes and specifies in detail the checking and review process for each deliverable prior to its final production. At each project milestone or for each deliverable, the Western Systems team conducts a technical audit and review. Typically included in this process are records management, documentation control, and corrective action procedures (if required). Formal QC on the project applies primarily to written deliverables. The key benefit to our customers is the knowledge that you are getting deliverables that have been reviewed by experienced experts in the field. f'J, 8 (" al IJ,crii ( 1GU'I) i)ini:l rrmit Western Systems will work collaboratively with the City of Federal Way to provide a custom interface.There are a couple of options that we can offer for the background that include either a satellite image or schematic, background. Along with these there is a palate of options that will enhance the information available to the operator as well as actions that can be performed.All costs for licensing satellite imagery (if needed)will be paid for by the City of Federal Way. ki,J' ") (Ivlinl Ol Id L0 " (J'iall ai id } l(,ddf Cail flri tfoil The Western Systems team will provide qualified representatives to be on-site for the deployment of the complete ACS system in accordance with the implementation plan and completion of all field work if required, by the City. Deployment will proceed methodically, and it is our intent to utilize one team of our staff in the field to minimize work zone impacts during the deployment. Western Systems will work collaboratively with Federal Way and King County personnel to coordinate the necessary access to office, back office, and field equipment. Once the central system and street equipment installation is complete,validation can start.At this point it is not necessary for all the street equipment to have been installed. Time can often be saved by a rolling program of street installation and validation. Any rolling program must be strictly controlled to ensure validated parts of the system are not disturbed. Detectors will be checked for operation and that valid data are received at the correct locations in the SCOOT®database. Basic SCOOT®street data will then start to be collected and entered into the database. It is not possible to collect this data until the SCOOT® detectors have been checked. Only when all the equipment has been checked and all the SCOOT® data entered will any attempt be made to run intersections under SCOOT® control. Each intersection will be validated in turn by first observing its operation in SCOOT® monitor mode, and then briefly in SCOOT®command mode. Once all signals in the group are successfully communicating, operating the translated existing timings, reporting valid data for all detectors,and confirmed to operate correctly with SCOOT®,adaptive control will be turned on and monitored for correct operation for the entire group. Western Systems team members will review the operation and fine tune SCOOT®configuration parameters as needed. Western Systems will review the operation and fine tune SCOOT® configuration parameters where warranted.In most deployments, it is prudent to retain the initial and default settings. Intersections will be closely observed by a traffic engineer. If performance improvements can be made by altering the initial and default settings,these changes are made, and operations observed to confirm operations have improved within the field conditions. www.westernsystems-inc,com 11122 Industry Street, Bldg. B, Everett, WA 98203 1 P;425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry VIVA,,,s t e Taskll - �ystemand / Western Systems will provide a system map and local intersection maps as part of the project scope. Map development may begin with the database migration process and will be completed during the training component. Some maps will be designed by Federal Way representatives during the training process. Details nfthe map layouts, design standards and informational displays can be addressed in the project management scope or regular meetings with key personnel.Western Systems will work collaboratively with Federal Way to create map displays that deliver all key elements yet remain aesthetically pleasing. Task 12 -7ra|nin�,,, The Western Systems team will provide training for SCOOT' adaptive control system and TACTICS Central System software that covers the operation' system configuration, calibration, and maintenance. Each training shall provide an overview of the entire system including the central system' field hardware, software,communications,functionality,operation,and how to maintain the system.To enable maximum learning and benefit from this course, there will be both classroom sessions and exercises.These will be interactive training opportunities, seeking to attain input and comments from the audience to maximize interest and exchange ofinformation. Training Western Systems will provide comprehensive training to suitably qualified Engineers and Technicians with the knowledge and practical skill sets totroubleshoot, configure, administer, calibrate, and maintain the SCOOTO and TACTICS system in terms of database modification, operation and, where applicable, system calibration and maintenance skills. Several practical sessions and exercises, both interactive and demonstrative' will be incorporated to maximize learning. We m/iD provide necessary training materials, including: Draft Training Plan, Final Training Plan,Training Phase I-During Deployment&Testing,Training Phase || - After Acceptance' System Configuration Documents, Operation/Maintenance Manuals, Troubleshooting Guide,Recommended Operating/Maintenance Policy. Course Overview There will be a one-day course prior to system deployment,an another one-day course six months after the deployment of the SCOOTO and TACTICS systems.The principal learning opportunity will come from a three- daycoursethatvvi|| provide professionals the knowledge and practical skills required tosupport and administer 5[OOTm on a day to daybasiu. Training shall be done at a cty facilities, and shall include the following system operation topics: • ASC Operations ° Troubleshooting * Preventive Maintenance ° Equipment Repair ° System Configuration ° System Calibration ° System Administration Example Course Content: ° An overview of the design of SCOOT*system and hardware used from servers to the field ° A detailed description of all the hardware used and its operational features. ° Principals of5[OOTOwill beexplained ° System Administration,security levels and multi-jurisdictional applications ° Adetailed description ofthe GUI display and how itcan beused wwVV.VVesterO3VSte05'iOC.CUOO 11122 IOdUSf[y Street, Bldg. B/ Everett,WA 98203 | p:4}5.438.11]3 The leader iOproviding innovative solutions, support and manufacturing for the transportation industry Systems • Operational commands will be explained in detail defining both the format and the function of 8 thecommands • System database amendment will be discussed and will include picture generation • System maintenance philosophy will be explained in detail to cover items such as:fault logs and their interpretation, hardware fault displays and their analysis and use of test equipment • Siemens support and ongoing Western Systems interaction Course Objectives: • Provide Federal Way and King County with a general working knowledge of SCOOT®and the system structure • Familiarize staff with the layout of the hardware and its operational features • Provide knowledge of the operational commands required to support the system • Ample interactive opportunity for agency staff to develop a working knowledge of database editing procedures • Federal Way will be provided opportunities to demonstrate a working knowledge of the maintenance philosophy for the system which includes fault information and how to collect and analyze the data • Western Systems will make sure City of Federal Way understands the systems,what Western Systems and Siemens has available as support services, and how we can assist the city moving forward so all stakeholders are comfortable before project closing Western Systems will provide a detailed verification plan for SCOOT®to meet the System Requirements and our own standards. Our goal is to work collaboratively with Federal Way to complete the testing in an efficient manner. tsk "J"P F1rld. ljupp(-Jil Over the course of the project,Western Systems team will work collaboratively with the Federal Way staff to determine benchmarks for final acceptance testing and confirmation. Examples of test criteria can be provided or discussed at length during the interview process of kick-off meeting. Once the project has been accepted Western Systems will start the one-year warranty period and the beginning of the SCOOT® Support package as detailed in the cost proposal. System Maintenance, Warranty, and Support Western Systems will provide support 7:00am — 5:00pm PST and all phone or email requests will be responded to within 24 hours of receipt.On site health checks will be made on an annual basis provided a Siemens SCOOT® maintenance agreement is in place as well as access to our SCOOT® user group and list of peer users. www,westernsystems-inc,com 11122 Industry Street, Bldg. B, Everett, WA 98203 1 P:425.438.1133 The leader in providing innovative solutions,support and manufacturing for the transportation industry %; 4 r, Systems 9 Project Schedule Western Systems proposes the following tentative schedule for the ACS deployment.We can be flexible with these dates and we want this schedule to work for the City of Federal Way personnel. This is especially important when installing the servers with the IT staff,or during the training sessions. Schedule is subject to change. ID Task Name Start Finish 1 Project Management g 9/4/2019 5/1/2020 _._.. P / 1a Scope of Work 9/42019 9/9/2019mm 1b Kick-Off Meeting 9/9/2019 9/9/2019_m ...... 2 Data Aggregation 9/11/2019 9/30/2019 3 i Detailed Assessment of Conditions 9/18/2019 9/28/2019mmmmmm 3a Field Assessment of Cabinets 9/18/2019 9/23/2019 3b Detector Survey 6/24/2019 7/19/2019 3c Analysis 10/1/2019 10/3/2019 4 M62ATC Controller Installation 10/10/2019 11/10/2019 5 SCOOT Software-Server Installations 10/19/2019 10/31/2019 6 Database Design 10/14/2019 11/12/2019 7 QA/QC 11/13/201,9 3/25/2020 8 GUI Development 10/29/2019 mm 12/28/2019 -^„ 9 Download to Signals and Field Calibration 11/12/2019 3/25/2020 ...._.. 10 System Fine Tuning 3/25/2020 5/1/2020 11 Systems and Local Map Development 1/1/2020 1/19/2020 12 Trainin • g 1/4/2020 5/8/2020 13 Verification 5/1/2020 6/1/2020 13 Pro ect Acceptance/Support Begins 5/1 2020 4/30/2025 www.westernsystems-inc,com 11122 Industry Street, Bldg. B, Everett,WA 98203 P:425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry Systems 10 TACTICS System Requirements www,westernsystems-inc,com 11122 Industry Street, Bldg. B, Everett,WA 98203 1 P:425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry �t�4PtnNii�j-fore fe.. J I SIEMENS The TACTICST" Central Advanced Traffic Management System (ATMS) is part of the Siemens intelligent traffic portfolio, working with Siemens Advanced Traffic Controllers (including the latest M60, 2070LX and ATC options) together with the Siemens SEPAC controller software to provide advanced technologies and functionality that creates a robust and efficient traffic management environment. This document presents the recommended and minimum hardware and software requirements for a TACTICSTDA 5 installation. TACTICS'"'-System Requirements ©2018,Siemens Mobility,Inc. nuCT/csm'System Requirements| ' � �� � � ��� ��� D ^ �� �� ��f� ` ^ ~~ . ~� ^~ .� ' ~~ ~� ~� . ^ ~~ ~~ ^ �� This section outlines the recommended requirements for any lA[T[Sn* system interms ofhardware and software toallow users toget the most advanced features out ofthe system inanoptimal way. 11 Jill Operating Windows Server 2016 64- Windows Server 2016 Windows1064-bit Windows 10 64-bit System bit 64-bit SQL Server MS SQL Server 2016 MS SQL Server 2016 NIA NIA Processor Intel Xeon E7 Intel Xeon E7 Intel i5 Inteli5 Space Screen 1 366x768 or higher 1366x768 or higher 1366x768 or higher 1 366x768 or higher XGA and SXGA+active matrix display Peripherals Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or compatible pointing device compatible pointing compatible pointing compatible pointing device device device Network Network adapter(2Gbps) Network adapter Network adapter Network adapter (2Gbps) (wireless) or 56k modem CD/DVD drive Required Required Optional Optional Web browser Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Table 1:Recommended system requirements rxcr/csTm System Requirements @zo1o.Siemens Mobility,Inc. usa.siemens.comn/inteUiQenuraffic nAcrcu1'System Requirements | ,���MD ` ��������� ~~ ~� This section contains the minimum requirements for olA[T[Snw system in terms of hardware and software,split into two categories:one for Tier l systems(small tomedium*ized) and another for Tier Z (|arge*ized). |n both cases,speed could be achieved byincreasing processor capabi|itiesoraddidona| R8M —withtherequimmen1sbe|mwbeingthebaneminimum required bythe product. Please note that any version older than the specified or indeed not listed below must be assumed as mmtsup�orted fler I — SmmaiCto mnedium*-sized sysUNnms (up U) 500 intersections) Operating Windows Server 2012 R2 Windows Server 2012 Windows 7 64-bit Windows 7 64-bit System 64-bit R2 64-bit ''I'll S"I Q 11 L Server MS SQL Server 2014 MS SQL Server 2014 N/A N/A Processor Intel Xeon E3 Intel Xeon E3 Inteli5 Inteli5 Space Screen 1 366x768 or higher 1 366x768 or higher 1 366x768 or higher 1 366x768 or higher XGA and SXGA+active matrix display Peripherals Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or compatible pointing device compatible pointing compatible pointing compatible pointing device device device Network Network adapter(1 Gbps) Network adapter Network adapter Network adapter (1 Gbps) (wireless) or 56k modem I (optional) CD/DVD drive Required Required Optional Optional Web browser Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Table 2:Tier 1 -Minimum system requirements rxo'/csTm'System Requirements @an1n.Siemens Mobility,Inc. usa'siemens.com/inte||igentt,affic TACTICSTM'-System Requirements iter 7 ..... Large systems (ma:!r ygg ihintersectwemts) .......................--- MO Operating Windows Server 2012 R2 Windows Server 2012 Windows 7 64-bit Windows 7 64-bit System 64-bit R2 64-bit SQL Server MS SQL Server 2014 MS SQL Server 2014 N/A NIA Processor Intel Xeon E7 Intel Xeon E7 Intel i5 Intel i5 Memory 16GB RAM 16GB RAM 4GB RAM 8GB RAM Hard Disk 80GB 160GB 40GB 40GB Space Screen 1366x768 or higher 1366x768 or higher 1366x768 or higher 1366x768 or higher XGA and SXGA+active matrix display Peripherals Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or Keyboard, mouse or compatible pointing device compatible pointing compatible pointing compatible pointing device device device Network Network adapter(2Gbps) Network adapter Network adapter Network adapter (2Gbps) (wireless) or 56k modem (optional) CD/DVD drive Required Required Optional Optional Web browser Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Internet Explorer 11 Table 3:Tier 2-Minimum system requirements TACTICSTT"-System Requirements ©2018,Siemens Mobility,Inc. 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 n/a Agreement Number: Exhibit C-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency Adaptive system software; central system software and associated intersection and corridor program files. Software operations manuals. Training manuals. F. Specify What Agency Furnished Services and Information Is to Be Provided Citywide GIS mapping. Agreement Number: Exhibit C-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 4 II. Any Other Electronic Files to Be Provided n/a III. Methods to Electronically Exchange Data Email for smaller items.Web based document sharing/download (e.g. ftp site). Exhibit C-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 3 of 4 A. Agency Software Suite MS Office 2010; Windows 10. B. Electronic Messaging System MS Outlook. C. File Transfers Format .pdf; .docx; other. Exhibit C-Local Agency Professional Services Lump mm Sum Consultant Agreement Revised 11/01/2017 Page 4 of 4 HIP'% teii nSystems Exhibit D 11 Prime Consultant Cost Computations www.westernsystems-inc,com 11122 Industry Street, Bldg. B, Everett,WA 98203 1 P:425.438.1133 The leader in providing innovative solutions,support and manufacturing for the transportation industry Systems 12 PROJECT COST TABLE COST FOR SCOOT PROJECT-44 INTERSECTION Item # Description Qty Unit Unit Price Extended Price 0 1 Project Management 1 LS $ 100,,000.00 $ 10,000.00 Furnish and Install ASCT Central 2 System Software 1 LS $ 151,976.25 $ 151,976.25 Furnish and Install ASCT Central System Licensing(SCOOT) 3 1 LS ' $ 201,042.50 $ 201,042.50 Furnish and Install ASCT Central System Hardware (SCOOT& 4 TACTICS) 4 LS $ 4,333.33 $ 17,333.32 Furnish and Install ASCT Central System Software (TACTICS) 5 1 LS $ 89,045.00 $ 89,045.00 Furnish and Install ASCT Local 6 Controller Software 4 EA $ - INCLUDED Furnish and Install ASCT Local 7 Controller Licensing 44 EA $ - INCLUDED Furnish and Install ASCT Local 8 Controller Hardware 44 EA $ 4,393.74 $ 193,324.56 9 Review Existing Detection 1 LS $ 19,857 50 $ 19,857.70 Maintenance and Support (1 PER 10 Year) 1 YR $ 23,176.47 $ 23,176.47 System Testing, Configuration, Fine-Tuning and Verification 11 1 LS $ 142,575.00 $ 142,575.00 Maintenance and Support (4 PER 12 Years) 4 YR $ 23,176.47 $ 92,705.88 Training and Documentation 13 (min. 5 days training) 1 LS $ 13,125.00 $ 13,125.00 14 SCOOT Software License Pack 1 EA $ 36,025.00J $ 36,025.00 TOTAL $ 990,186.48 www.westernsystems-inc.com 11122 Industry Street, Bldg. B, Everett, WA 98203 1 P;425.438.1133 The leader in providing innovative solutions, support and manufacturing for the transportation industry Exhibit 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: Exhibit E-Local Agency Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 Exhibit Title V1 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: Exhibit F-Local Agency Professional ssional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of_mmCity of Federal Way Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: Exhibit G-Local Agency ..... ..........e L ..... g y Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Western Systems, Inc. whose address is 1122 Industry Street Bldg B., Everett, WA 98203 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. Western Systems, Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G-1(b) Certification of City of Federal Way I hereby certify that I am the: Mayor, Jim Ferrell 0 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 WA State Dept of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Sign atu Date Agreement Number: Exhibit G-Local Agency Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 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. Western Systems, Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 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. Western Systems, Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 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 June 10, 2019 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: Western Systems, Inc. Signature Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Exhibit G-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 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: Exhibit I-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/0112017 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: Exhibit I-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than$1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer,WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/0112017 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: Exhibit J-Local Agency Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 2 EXHIBIT C WESTSYS-01 (111D ,a►corro CERTIFICATE OF LIABILITY INSURANCE 615120 IYYYY) DATl'S/2019 ^ THIS CERTIFICATE IS ISSUED AS AMATTER 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. orsed. 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 errdorsementL). .._ v f PRODUCERqqC h1TA,CT NY , 'HubInternational Northwest LLC P.O.Box 3018 (MC, 7a FXt) (425)489-4500 FAX.Noy(425)485-,8489 Bothell,WA 98041 A01I St tllalnternataocral. I rrr �rwI�IW now.Info _.. MSUREfk(S)AFFORDING COVERAGE .................NAIC.9 INSUREa A Western National Mutual Insurance Company 15377 ....... INSURI_Y) INSURER s Underwriters at Ll'oyd's London ... .-.. 15792 y ; Western Systems,Inc. Mike Smith ` rN 1122 Industry St.Building B INSURER,R,la - Everett,WA 98203 gasyac e e uNy RES'F COERAG 'S CERTIFICATE __. ... _ ..... ._ _._..m ._._._.._.._. .......,�. 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CERTIFICATE HOLDE "CIA N.CELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y y ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Rick Perez 33325 8th Ave.South ... ._ ..... Federal Way,WA 98003-6325 AU rIHdDWYZED Rt:::PRE SEIW A—FIVtl::'. ACORD 28(2016/03) _....__._ C 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD