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AG 19-168 - Transpo Group USA RETURN TO: PW ADMIN EXT: 2700 ID#: 3837 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#): 19-168 ❑ INTERLOCAL ❑ OTHER Supplement#02 I. PROJECT NAME:Variable Lane Use Control i. NAME OF CONTRACI OR: Transpo Group USA`_Inc _ ADDRESS: 12131 V1.3th Avenue NE, Suite 203 Kirkland, WA 98034 1-FI.F IC)NF:425-821-3665 E-MAIL: rvan.peterson_ trans O rou .Cflm FAX: SIGNATURENAME: Kevin _ Dlllns, PE, P CE TITLE: Prinici]al 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 16, 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: ❑YES 13 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 ❑ PURCHASING: PLEASE CHARGE TO: 306-4400-213-595-64-411 �. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED 6 PROJECT MANAGER NC-11/1912020 d DIVISION MANAGER SLH 11123/2020 d DEPUTY DIRECTOR DSw 11/2412020 8 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 I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT SIGNATORY(MAYOR OR DIRECTOR) CITY CLERK f I hok ❑ ASSIGNED AG# A ❑ SIGNED COPY RETURNED DATE SENT: :OMMENTS: ;XECUTE"2 "ORIGINALS 1/2020 AM � Washington take vI/ Department og �i a�ansportation Supplemental Agreement organization and Address Number 02 Transpo Group USA,Inc Original Agreement Number 12131 113th Avenue NE,Suite 203 Kirkland,WA 98034 AG 19-168 Phone: 425-821-3665 Project Number Execution Date 7DeceMtion Date 213 AND AID-0443(009) ber 31, 2021 Project Title New Maximum Amount Payable Variable Lane Use Control 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 Tran,"Vo Grou}�_U_SA, Inc and executed on August 16, 2019. and identified as Agreement No. AG 19-168 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: I Section 1, SCOPE OF WORK, is hereby changed to read: No Change II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December,31_?2021 _. III Section V, PAYMENT, shall be amended as follows: No Change as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By: Kevin Col E. PTOE By: Jim Fr=11 Ca ultant Sigrature Y Approvin Authority Signature Date 00- DOT Form 140-063 Revised 09/2005 iroC-ssCl�ir owa,�t' Bsnand Charities Filing System BUSINESS INFORMATION Business Name; TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA,98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA,98034-6944, UNITED STATES Expiration Date: 12/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: RRI irF HAI nf1RC Street Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA, 98034-6944, UNITED STATES Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND,WA,98034-6944, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BRUCE HALDORS GOVERNOR INDIVIDUAL MCKINNEYJR DANIEL GOVERNOR INDIVIDUAL SWENSON MICHAEL GOVERNOR INDIVIDUAL BRINKERHOFF SARAH Back Filing HistoryIF Name History Print Return to Business Search Iran pogroup V/}-SAT TR";NSPORT.AT':wa ! CI-ANJ BE Project Contract Signature Authority The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management.The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Hicham F. Chatila Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L.Jones Patrick B. Lynch John H. Duesing Approved by: Bruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: March 18, 2020 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 425.821.3665 transpo/.r}:'C:i.�s,`..corn - DATE(MM/DD/YYYY) AC--C__�PP#---P CERTIFICATE OF LIABILITY INSURANCE � - 12/11/2020 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 Dealey, Renton&Associates rN o E FAX P. O. Box 12675 ..(A/c,No,.ext)_510-465-3090 (A/C No):510-452-2193 Oakland, CA 94604-2675 AD S& Certifcates@Dealeyrenton.com License#0020739 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company 25615 INSURED TRANGRO-08 INSURERB:BeaZley Insurance COmpanv Inc 37540 Transpo Group USA, Inc. INSURER C m Travelers Property Casualty Company of America 25674 12131 113th Ave NE, Suite 203 Kirkland, WA 98034 INSURERD:HARTFORD INSURANCE COMPANY 38288 425 821-3665 INSURERE:The Travelers Indemnity Company of Connecticut 25682 INSURER F: COVERAGES CERTIFICATE NUMBER:330709258 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 AD0L-S1J8f2 POLICY EFF POLICY EXP LIMITS LT TYpE OF INSURANCE INS❑ WVD POLICY NUMBER fMMIDD/YYYY MMIDD/YYYYI A VCOMMERCIAL GENERAL LIABILITY Y Y 6805H922543 1/1/2021 1/1/2022 EACH OCCURRENCE $1.000.000 ❑AMAGETUs-,;ENTEDCLAIMS-MADE X OCCUR PRE?I5E5{Ea or,.cuuan::cj 1 $1.000.000 tractual Lab MED EXP(Any one person) $10,000 X XCU Included PERSONAL&ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY jE OT F1 LOC PRODUCTS-COMP/OP AGG $2.000.000 as HEIR: I 1 I $ . E AUTOMOBILE LIABILITY Y Y BA3R390266 1/1/2021 1/1/2022 COMBINED SINGLELIMrr $1,000,000 _ (Ea accidentl ANY AUTO j BODILY INJURY(Per person) $ ........... OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED FROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY _I Per anckk%r $ C X UMBRELLALIAB X OCCUR CUP4F625338 1/1/2021 1 1/1/2022 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5.000,000 DIED X RETENTION$in nnn �$ D WORKERS COMPENSATION Y 157WECZS7222 1/1/2021 1/1/2022 X PER OTH- gTUTE ER WA Stop Gap_ A AND EMPLOYERS'LIABILITY y/N 6805H922543 1/1/2021 1/1/2022 _ ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? -- (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE, $1,000,000 If yes,describe under .DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $1,000,000 B Professional Liability C1 D535210501 1/1/2021 1/1/2022 $2,000,000 Per Claim Claims Made Form $4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Transpo Project#1.19101.00/Federal Way Variable Lane Use Control- The State and City of Federal Way,their officers,employees,and agents are named as additional insureds as respects ganeral and auto liability for claims arising from the operations of the named Insured as required per written contract or agreement,General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). SEE CANCELLATION SECTION of Certificate for 30 Day Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION 30 Day NOC'l0 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-5H922543-21-47 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS-COMPLETED OPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operation s hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE"PRODUCTS-COMPLETED OPERATIONS HAZARD". CG20370704 Copyright ISO Properties, Inc. 2004 CG T8 02 01 20 Page 1 of 1 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-5H922543-21-47 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONALINSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", PERSONAL INJURY OR "ADVERTISING INJURY"CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONAL INSURED(S)AT THE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED, THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY: CG T8 01 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-5H922543-21-47 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS INSURED DOES NOT APPLY TO 'BODILY INJURY" OR "PROPERTY DAMAGE" OCCURRING, OR "PERSONAL INJURY"OR "ADVERTISING INJURY"ARISING OUT OF AN OFFENSE COMMITTED,AFTER: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK, ON THE PROJECT(OTHER THAN SERVICE, MAINTENANCE OR REPAIRS)TO BE PERFORMED BY OR ON BEHALF OF THE ADDITIONAL INSURED(S)AT THE LOCATION OF THE COVERED OPERATIONS HAS BEEN COMPLETED; OR 2. THAT PORTION OF "YOUR WORK" OUT OF WHICH THE INJURY OR DAMAGE ARISES HAS BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR A PRINCIPAL AS A PART OF THE SAME PROJECT. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 01 20 Page 2 of 2 NAMED INSURED:Transpo Group USA, Inc. COMMERCIAL GENERAL LIABILITY COVERAGE POLICY NUMBER: 68051-1922543 ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This is a summary of the coverages provided under the following forms (complete forms available). Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 02 19) SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS 4. OTHER INSURANCE - d. PRIMARY AND NON-CONTRIBUTORY INSURANCE IF REQUIRED BY WRITTEN CONTRACT: If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured. and we will not share with that other insurance, provided that. (1)The"bodily injury" or"property damage"for which coverage is sought occurs; and (2)The "personal and advertising injury"for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS (FORM #CG D3 79 02 19) PROVISION M. - BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or"property damage"that occurs; or b. "Personal and advertising injury"caused by an offense that is committed; subsequent to the signing of that contract or agreement. Page 1 Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who between you and that person or organization, that is Is An Insured, of SECTION II — COVERED AUTOS signed by you before the "bodily injury" or "property LIABILITY COVERAGE in the BUSINESS AUTO damage" occurs and that is in effect during the policy COVERAGE FORM and Paragraph e. in A.1., Who Is period, to name as an additional insured for Covered An Insured, of SECTION 11 — COVERED AUTOS Autos Liability Coverage, but only for damages to LIABILITY COVERAGE in the MOTOR C*RRIER which this insurance applies and only to the extent of COVERAGE FORM, whichever Coverage Form is that person's or organization's liability for the conduct part of your policy: of another"insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy# BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKED' WAIVER. OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or 'loss", provided that the CONDITIONS Section: "accident" or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Y1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: "'GZS7222 Endorsement Number: Effective Date: 01/01/2021 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Transpo Group USA,Inc. Kirkland,WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Cancellation 2 Hazards 05 Liberalization 2 03 Waiver of Our Right to Recover from 4 SECTION II 2 Others VOLUNTARY COMPENSATION INSURANCE 2 04 Foreign Voluntary Compensation 4 06 Voluntary Compensation Insurance A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 2 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT 3 H. Endemic Disease 5 07 Employers' Liability Stop Gap 05 Longshore and Harbor Workers' 5 Coverage 3 Compensation Act Coverage A. Stop Gap Coverage Limited to Endorsement Montana, North Dakota, Ohio, 3 SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: Policy Expiration Date: © 2000, The Hartford SECTION I PARTS ONE and TWO the Information Page, coverage will not be 1. WE WILL ALSO PAY afforded for that state unless we are notified D. We Will Also Pay of Part One (WORKERS' within sixty days. COMPENSATION INSURANCE); and PART SIX E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the 3. Transfer Of Your Rights and Duties following: C. Transfer Of Your Rights and Duties of Part 6 We Will Also Pay (Conditions) is replaced by the following: We will also pay these costs, in addition to Your rights or duties under this policy may not other amounts payable under this insurance, be transferred without our written consent. as part of any claim, proceeding, or suit we If you die and we receive notice within sixty defend: days after your death, we will cover your legal 1. reasonable expenses incurred at our representative as insured. request, INCLUDING loss of earnings; 4. Cancellation 2. premiums for bonds to release Paragraph 2. of D. Cancellation of Part 6 attachments and for appeal bonds in bond (Conditions) is replaced by the following: amounts up to the limit of our liability 2. We may cancel this policy. We must mail or under this insurance; deliver to you not less than 15 days advance 3. litigation costs taxed against you; written notice stating when the cancellation is 4. interest on a judgment as required by law to take effect. Mailing that notice to you at until we offer the amount due under this your mailing address shown in Item 1 of the law; and Information Page will be sufficient to prove notice. 5. expenses we incur. 5. Liberalization PART THREE If we adopt a change in this form that would broaden the coverage of this form without extra 2. How This Insurance Applies charge, the broader coverage will apply to this Paragraph 4. of A. How This Insurance Applies policy. It will apply when the change becomes of Part 3 (Other States Insurance) is replaced by effective in your state. the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 2. The bodily injury must arise out of and in LIABILITY COVERAGE the course of employment or incidental to 6. Voluntary Compensation Insurance work in a state shown in Item 3.A. of the Information Page. A. How This Insurance Applies 3. The bodily injury must occur in the United This insurance applies to bodily injury by States of America, its territories or accident or bodily injury by disease. Bodily possessions, or Canada, and may occur injury includes resulting death. elsewhere if the employee is a United 1. The bodily injury must be sustained by any States or Canadian citizen, or otherwise officer or employee not subject to the legal resident, and legally employed, in the workers' compensation law of any state United States or Canada and temporarily shown in Item 3.A. of the Information away from those places. Page. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 4. Bodily injury by accident must occur keep an amount equal to our expenses of during the policy period. recovery and the benefits we paid. We will 5. Bodily injury by disease must be caused pay the balance to the persons entitled to it. If or aggravated by the conditions of the the persons entitled to the benefits of this officer's or employee's employment. The insurance make a recovery from others, they officer's or employee's last day of last must reimburse us for the benefits we paid exposure to the conditions causing or them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) B. We Will Pay applies to bodily injury covered by this We will pay an amount equal to the benefits endorsement as though the State of that would be required of you as if you and Employment was shown in Item 3.A. of the your employees were subject to the workers' Information Page. compensation law of any state shown in Item This provision 6. does not apply in New Jersey or 3.A. of the Information Page. We will pay Wisconsin. those amounts to the persons who would be EMPLOYERS' LIABILITY STOP GAP COVERAGE entitled to them under the law. C. Exclusion 7. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease law B. Part One (Workers' Compensation Insurance) or any similar law. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) 3. officers or employees who have elected applies in the states, shown in Paragraph A., not to be subject to the state workers' as though they were shown in Item 3.A. of the compensation law. Information Page. 4. partners or sole proprietors not covered D. Part Two, Section C. Exclusions is changed under the Standard Sole Proprietors, by adding these exclusions. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. D. Before We Pay 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury Before we pay benefits to the persons entitled resulting from an act which is determined to them, they must: by an Ohio court of law to have been 1. Release you and us, in writing, of all committed by you with the belief than an responsibility for the injury or death. injury is substantially certain to occur. However, the cost of defending such 2. Transfer to us their right to recover from claims or suits in Ohio is covered. others who may be responsible for the injury or death. 13. bodily injury sustained by any member of 3. Cooperate with us and do everything the flying crew of any aircraft. necessary to enable us to enforce the right 14. any claim for bodily injury with respect to to recover from others. which you are deprived of any defense or defenses or are otherwise subject to If the persons entitled to the benefits of this penalty because of default in premium insurance fail to do those things, our duty to under the provisions of the workers' pay ends at once. If they claim damages from compensation law or laws of a state you or from us for the injury or death, our duty to pay ends at once. shown in Paragraph A. E. Recovery From Others E. This insurance applies to damages for which you are liable under West Virginia Code Annot. If we make a recovery from others, we will S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Item 3.13. of the Information Page is replaced by Employers' Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in policy, we shall not deny coverage under this Item 3.A. of the Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply in the states law, or similar law. of Pennsylvania and Utah. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct direct or indirect, of war, invasion, act of result of bodily injury. Foreign enemy, hostilities (whether war be Our reimbursement shall be limited as follows: declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving this 2. in the event of death, to the amount by limitation unless specific reference is which such expenses exceed the normal made thereto. cost of returning the officer or employee if D. Before We Pay alive and in good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them, you must have them: the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects 1. release you and us, in writing, of all any one such officer or employee whether responsibility for the injury or death, dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything necessary to enable us to enforce the right The coverage applies as if endemic diseases to recover from others. were included in the provisions of the workers' compensation law. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends 5. Longshore and Harbor Workers' Compensation at once. If they claim damages from us for the Act Coverage injury or death, our duty to reimburse ends at General Section C. Workers' Compensation once. Law is replaced by the following: E. Recovery From Others C. Workers' Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. We occupational disease law of each state or will pay the balance to the persons entitled to territory named in Item 3.A. of the Information it. If persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- the amounts that we have reimbursed you. 950). It includes any amendments to those F. Reimbursement for Actual Loss Sustained laws that are in effect during the policy period. It does not include any other federal workers This endorsement provides only for or workers' compensation law, other federal reimbursement for the loss you actually occupational disease law or the provisions of sustain. In order for you to recover loss or any law that provide nonoccupational disability expenses under this reimbursement you must: benefits. 1. actually sustain and pay the loss or Part Two (Employers' Liability Insurance), C. expense in money after trial, or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshore and Harbor loss or expense. Workers' Compensation Act. G. Repatriation This coverage does not apply to work subject Our reimbursement includes the additional to the Defense Base Act, the Outer expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered States: Countersigned by Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 RETURN TO: - PW ADMIN EXT: 2700 ID#: �F I CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIv: PUBLIC WORKS/STREETS ORIGINATING STAFF PERSON:JOHN MULKEY EXT:2722 3. DATE REQ.BY:ASAP!!!!!!!!I!! �. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) M 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 ❑ CONTRACTAMENDM (AG#):_ ❑ INTERLOC L ❑ OTHER C'ckl ! t :�� - +7..p ' L�" !7 T G. PROJECT NAME:VARIABLE LANE USE CONTROL i. NAME OF CONTRACTOR:TRANSPO GROUP USA INC.. ADDRESS: 12131 113TH AVE NE SUITE 203 KIRKLAND WA 98034 TELEPHONE(425)821-3665 E-MAIL: RYAN.PF I I-tSONLO'TR..ASNPOGROURCOM FAX: SIGNATURE NAME:KEVIN COLLTNS,PE,PTOE TITLE:PRINCIPAL �. 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#17-104304-000 BL,EXP. 12/31/19 UBI# 603258009,EXP. 12/31/19 '. TERM: COMMENCEMENT DATE:UPON EXECUTION COMPLETION DATE:SEPTEMBER 31.2020 {, TOTAL COMPENSATION:$120,834.00 _ (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: $,500 TOTAL IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: o RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE To:306-4400-165-595-30-411 �. DOCUMENT/CONTRACT REVIEW IN[TIAL/DATE REVIEW ED INITIAL/DATE APPROVED '4 PROJECT MANAGER q410101 i( DIVISION MANAGER - ) IT iE�DEPUTY DIRECTOR `- %DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW DEPT 0. COUNCILAPPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1. CONT ACTSIGNATURE ROUTING EN'l [C.11 ENDOR!CONTRACTOR DATE SENT: p 1 1 lYv1� DATE RECD: U ( I `❑ ATTACH: SIGNAL LICE AL'THORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT y SIGNATORY(MAYOR OR DIRECTOR) 00p,It V CITY CLERK No si ❑ ASSIGNED AG# AG ❑ SIGNED COPY RETURNED DATE SENT: ❑RETURN ONE ORIGINAL or :OMMENTS: �j o �f f. I J :XECUTE"2"ORIG MALS. f•o POS i I 1 t- Q- / 6(6 1 4 01 4/2017 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): Transpo Group USA,Inc. Address Federal Aid Number 12131 113th Ave NE, Suite 203, Kirkland,WA 98034 UBI Number Federal TIN or SSN Number 603 258 009 46-1523472 Execution Date Completion Date December 31, 2020 1099 Form Required Federal Participation ❑ Yes No Yes ❑ N Project Title Variable Lane Use Control - Citywide Description of Work Transpo Group USA, Inc. will provide traffic engineering services to the City of Federal Way for the design of traffic signal and channelization improvements associated with the proposed Variable Lane Use Control System at four existing signalized intersections as shown in the attached scope of work. ❑ Yes 0 No DBE Participation Total Amount Authorized: $120,834.00 ❑ Yes No MBE Participation Management Reserve Fund: ❑ Yes 0 No WBE Participation Maximum Amount Payable: $120,834.00 ❑ Yes No SBE Participation Index of Exhibits Exhibit A Scope 0 W}rk Not Applicable Exhibit B Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H r iakility Not Applicable Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 RPvicPr!n3/2a12n1Q THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Federal Way hereinafter called the "AGENCY," and the "Firm/ Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to Riniish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A" attached hereto and by this reference made a part of this AGREEMENT_ The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 R, viq,-d 01/20/9014 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 (including Prime) involved with this AGREEMENT into the wsdot.diversitycomptiance.cciiii Payment information shall identify any DBE Participation. Non-minority. woman owned DBEs doe,,, roL count [_IDBEgoal 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, PE Name: Ryan Peterson,PE Agency: City of Federal Way Agency: Transpo Group USA, Inc. Address: 33325 8th Ave S Address: 12131 113th Ave NE, Suite 203 City: Federal Way State: WA Zip: 98003 City: Kirkland State: WA Zip: 98034 Email: Rick.Perez@cityoffederalway.com Email: ryan.peterson@transpogroup.com Phone: 253-835-2740 Phone: 425-821-3665 Facsimile: Facsimile: IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Anraamant Ravicarl 03/90/7n19 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and"E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional,technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and"E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all sub-consultants) will submit to the AGENCY within six (6)months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.)for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. (excluding Meals,which are reimbursed at the per diem rates identified in this section) These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the miles and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs."The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Ravlsarl n3 9_Q12n1q 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and"E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any,portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund(MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 RPVICPH n3/9q/9n1U D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six(6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE'S Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 RPvhZPd n3i94i7010 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 date of termination, whether that SERVICE is in a fonn or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall,within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terns of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 RPvicarr ns19a12n1q Xllo Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY'S, their agents', officers' and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 RAv«Ad nalgalgoia Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Rick Perez, PE Agency: City of Federal Way Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: Rick.Perez@cityoffederalway.com Phone: 253-835-2740 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 amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 RPvtgpri nsi2412niq The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment,"hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit"G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 RPvicPrl n_�19o12n14 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 parry has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY, or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 RPvlcPd ngi,?4i2nia Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, motes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Ravi.-tAr►n3i9g17ni4 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable farm. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook,Word, Excel, Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. Signature Date Kevin ,PE,PTOE S&tu. Date Jll,Mayor City of Federal Way. APPROVED AS TO FORM: 11-ov 44i;z_ ,caro.Ryan Call,City Attorney Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 RQviczpw n_-vqQ/7110 L.�ciar°fit A Scope of Work Project No. See attached. Agreement Number: Exhibit A-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Exhibit A—Scope of Services, Fee & Schedule Client Name: City of Federal Way Project Name: Variable Lane Use Control Citywide Exhibit Dated: August 2, 2019 TG____1.19101.00_ Introduction Transpo Group USA, Inc. (Transpo)will provide traffic engineering services to the City of Federal Way (City)for the design of traffic signal and channelization improvements associated with the proposed Variable Lane Use Control System at four existing signalized intersections: S 324th Street & Pacific Highway S—Westbound on S 324th Street o WB lane assignments vary between: Normal State—LT/thru /thru-right(protected-permissive FYA for EBIWB) Peak State (PM)—LT/ LT/thru-right(protected-only for EB/WB) Peak State (Event)—LT/thru-left/thru-right(split phasing for EB/WB) ® S 336th Street& 1 st Way S—Westbound on S 336th Street o WB lane assignments vary between: Normal State—LT/thru / RT/RT (protected-permissive FYA for EB/WB) Peak State (PM)—LT/thru-left/ RT/ RT (split phasing for EB/WB) • 11th Place S & S 320th Street—Northbound on 11th Place S o NB lane assignments vary between: Normal State—LT/thru-right (protected-permissive FYA for NB/SB) Peak State (PM)—LT/thru-left-right (split phasing for NB/SB) Enchanted Parkway S & S 348th Street—Northbound on Enchanted Parkway S o NB lane assignments vary between: Normal State—LT/ LT/thru /thru-right/RT Peak State (AM)—LT/LT/thru /RT/ RT Peak State (PM)—LT/ LT/thru/thru /RT Transpo will prepare plans for construction, Contract Provisions, and an engineer's opinion of probable costs consistent with applicable City of Federal Way, King County, WSDOT, and FHWA standards. Plans for construction will be prepared using aerial imagery and GIS-based ROW plat lines provided by the City/King County. It is assumed that no topographic or ROW survey will be required. Scope of Services Task 1—Project Management Subtask 1.1: Project Management and Coordination This subtask primarily includes on-going communication with the project team, progress report preparation, internal project management, and project oversight. Progress reports.will be developed that will aim to inform the City regarding project status, project budget status, work accomplished for the billing period, money spent for the billing period, and work to be completed for the next billing period. Subtask 1.2: Project Schedule This subtask includes the development and maintenance of the project schedule, in coordination with the project schedule for the Citywide Adaptive Sigrial Control System project. Subtask 1.3: Project Progress Meetings This subtask includes attendance and participation in bi-monthly project progress meetings with the City to discuss all aspects of project progress. This meeting will be attended primarily by the project manager and key task leads. Any issues requiring the City's attention would be raised during these meetings. Subtask 1.4: Monthly Invoicing This subtask includes preparing and reviewing monthly invoices and reviewing sub consultant invoices. Deliverables Monthly project progress reports Monthly invoices Task 2—Data Collection, As-Built Review, and Field Investigation Subtask 2.1: Traffic Signal Inventory Transpo will consult with the City to provide documentation (as-builts) on the existing roadway features and signal system components at the project intersections. Data and base mapping files will be collected and assembled to better describe the project intersections and used to develop base mapping for use in the construction plans. After reviewing the as-built documents, Transpo will identify items that require field investigation. The field investigation will focus on the following elements: Existing traffic signal controller cabinets Existing junction boxes and conduits Existing CCTV cameras Existing communications infrastructure Existing vehicle detection Items to be furnished by the City: Existing signal infrastructure documentation (as-builts) Aerial photography of project area * Access to traffic signal cabinets (Transpo to coordinate with applicable agency) Access to junction boxes Availability of City technical staff during field investigations AutoCAD base files showing roadway features, ROW,traffic signal infrastructure, etc., if available Boilerplate City of Federal Way Contract/Special Provisions Deliverables: Field inventory documentation o Signal controller cabinet inventory with photos (available upon request) o Existing conduit and cabling field notes (available upon request) Subtask 2.2: Geotechnical Investigation and Analysis Wood Environment& Infrastructure Solutions (Wood)will provide the following geotechnical scope of services as a sub-consultant to Transpo at the intersections of S 336th Street & 1 st Way S, 11th Place S & S 320th Street, Enchanted Parkway S & S 348th Street: a. Site Reconnaissance and Field Preparation: Visit the intersection to evaluate the site conditions, mark exploration locations and meet with utility locators. Prepare a traffic control plan and submit to the City of Federal Way for review, comment, and approval. b. Field Exploration: It is Wood's intent to advance one boring at each proposed pole location (total three borings). The results of the site reconnaissance and utility locations (both overhead and underground) will determine the actual locations'of the explorations. Traffic control will be provided in accordance with approved traffic control plans and street use permit conditions as the drilling may be located within the drive lanes and/or sidewalks. The exploratory borings will be drilled to investigate the soil conditions to determine geotechnical design information and support characteristics for the proposed signal poles. The borings will be advanced with a truck-mounted drill rig using a hollow-stem auger, operated by an independent firm working under subcontract. Throughout the drilling operation, soil samples will be obtained at 2 '/2-or 5-foot depth intervals by the Standard Penetration Test procedure (ASTM:D-1586). After drilling, each hole will be backfilled with a bentonite and then the surface will be patched with cold-patch asphalt or ready-mix concrete. All drill cuttings will be removed from the site and properly disposed. For estimating purposes, the scope of work and associated budget assumes the three borings will be drilled approximately 10 to 20 feet deep. c. Laboratory Testing:Wood will subcontract laboratory testing on selected soil samples obtained from the explorations in order to evaluate the engineering and index properties of the site soils. These tests will likely include moisture content and grain size distributions. d. Engineering Analysis:Wood will use the exploration information and laboratory test results to develop conclusions and recommendations for signal pole foundations using WSDOT design methods. e. Project meetings: Wood will be available for meetings on site, at the City, or at Transpo Group office, as well as telephone conference calls. For budgeting purposes, one meeting with the City/Transpo has been assumed. f. Report Preparation: The Geotechnical Engineering Report will summarize the subsurface conditions and providing recommendations for standard WSDOT pole foundations. Deliverables: q Traffic Control Plan Draft Geotechnical Engineering Report(Electronic PDF Copy) with boring logs Final Geotechnical Engineering Report(Electronic PDF Copy) Assumptions: • The City of Federal Way will assist with the street use permit application process and waive any fees or bonds. a The City of Federal Way or Transpo Group will provide utility locate information in their possession to Wood prior to exploration. Wood will call the Underground Utility Locating Service but will not be responsible for unmarked or mismarked utilities. All 3 sites will be accessible so that the exploration can be completed in one day. Transpo Group will provide site plans showing the proposed pole locations in order for Wood to begin work on traffic control plans and utility locating prior to our explorations. Structural engineering of the signal poles to be done by others. a Plans and specifications to be prepared by others. Task 3—Traffic Signal Phasing Design The objective of this task is to gain early consensus from the City in the signal phasing design, as well as to determine what wifl be needed to ensure the Variable Lane Use System operates with the City's upcoming SCOOT Adaptive Signal Control (ASC) system. Transpo will prepare standard ring-and-barrier diagrams detailing the anticipated traffic signal phasing at the following signalized intersections for each of the variable lane assignments described above in the Introduction: S 324th Street & Pacific Highway S S 336th Street & 1st Way S ry 11th Place S & S 320th Street • Enchanted Parkway S & S 348th Street Transpo will prepare the corresponding SCOOT stages to the standard ring-and-barrier diagrams for each of the variable lane assignments described in the Introduction: S 348th Street& Pacific Highway S • S 324th Street& Pacific Highway S W 11th Place S & S 320th Street G Enchanted Parkway S & S 348th Street Transpo will evaluate the necessary infrastructure and configuration requirements needed for the Variable Lane Use System to operate within the SCOOT environment. This includes any additional vehicle detection requirements, special signal controller configuration needs, and SCOOT central system configuration needs. This will be summarized in a short technical memorandum and submitted to the City for review and discussion. Deliverables: Draft Traffic Signal Phasing Design Memorandum Final Traffic Signal Phasing Design Memorandum Task 4—Channelization Plan for Approval Transpo will prepare the Channelization Plan for Approval for improvements at the following intersections per City of Federal Way standards, WSDOT standards, and the WSDOT Northwest Region Channelization Plan Checklist: s S 324th Street&Pacific Highway S— Improvements will include pavement marking modifications associated with the existing WB double left turn lanes Enchanted Parkway S & S 348th Street—Improvements will include pavement marking modifications associated with the existing NB double right turn lanes, and the installation of a new raised median for a new traffic signal pole on NB Enchanted Parkway S, located approximately halfway between S 348th Street and the existing Costco site access. The need for traffic barrier along the raised median to protect the new mast arm signal pole will also be evaluated. The potential use of LED raised pavement markers that turn on/off based on signal phase states to further reinforce lane assignments will also be evaluated_ It is anticipated that the Channelization Plan for Approval would include the following plan sheets: • S 324th Street & Pacific Highway S Channelization Plan for Approval at 1"=50' scale (1 sheet) • Enchanted Parkway S & S 348th Street Channelization Plan for Approval at 1"=50' scale (1 sheet) The base maps and aerial imagery provided in Task 2 will be used to prepare the Channelization Plan for Approval. Transpo will prepare the Preliminary Channelization Plan for Approval and assist the City in submitting to WSDOT for review. Transpo anticipates two rounds of review comments from WSDOT for Preliminary and Final submittals and will address the comments in each subsequent submittal_ Deliverables: • Preliminary Channelization Plan for Approval Final Channelization Plan for Approval Mylar Channelization Plan for Approval Task 5—Pavement Marking and Signing Design Transpo will prepare pavement marking and signing construction plans, Special Provisions, and an engineer's opinion of probable costs for improvements at Enchanted Parkway S & S 348th Street, along the NB approach of Enchanted Parkway S, per City of Federal Way and WSDOT standards, in support of the Variable Lane Use Control System. The pavement marking and signing design improvements will follow from Task 3, Channelization Plan for Approval. It is anticipated that design details for the new raised median and any associated traffic barrier will be shown on the channelization plans. It is anticipated that pavement marking and signing plan set will include the following plan sheets: Enchanted Parkway S and S 348th Street o Channelization Plans at 1"=20' scale (2 sheets) o Channelization Details (2 sheets) Subtask 5.1: 30% Design The Channelization Plan for Approval prepared in Task 4 will be used to prepare the 30% channelization and signing plans. The 30% plans will show proposed pavement markings, LED raised pavement markers (if applicable), static signage, and the locations of the new raised median and any associated traffic barrier with construction notes. No detail sheets will be prepared at this stage. The 30% channelization and signing plans will be submitted to the City for review and comment. Deliverables: 30% Channelization and Signing Plans Subtask 5.2: 85% Design This subtask will develop the 85% engineering design documents, including plans, Special Provisions, and engineer's opinion of probable costs for the elements described in the 30% Design subtask above. The City's comments from the 30% Design will be incorporated into the 85% Design. The 85% plans will include the following additional elements: dimensions between proposed channelization features and existing roadway features, construction notes, channelization detail sheets (e.g., details for LED raised pavement markers, the raised median and any associated traffic barrier, roadway restoration details, sign schedules, etc.), Special Provisions, and an engineer's opinion of probable costs. Deliverables: 85% Channelization and Signing Plans, Special Provisions, and Engineer's Opinion of Probable Costs ® Written responses to review comments Subtask 5.3: 100% Design This subtask will develop the 100% engineering design documents, including plans, Special Provisions, and engineer's opinion of probable costs for the elements described in the 85% Design subtask above. The City's comments from the 85% Design will be incorporated into the 100% Design. Deliverables: 100% Channelization and Signing Plans, Special Provisions, and Engineer's Opinion of Probable Costs • Written responses to review comments Subtask 5.4: Final Plans, Specifications, and Estimate (PS&E) This subtask will develop "ad-ready"final PS&E documents. The City's comments from the 100% Design will be incorporated into the final PS&E documents. The PS&E submittal will include signed and sealed sheets for the PS&E documents. Contract Provisions will be prepared, including the Contract documents, Amendments to the Standard Specifications, Special Provisions (Division 1-9, including applicable FHWA/APWANVSDOT/City Special Provisions), Federal/State wage rates, pre-approved plans, and standard drawings/details. Deliverables: Final PS&E documents Written responses to review comments Task 6—Traffic Signal Modification Design Transpo will prepare traffic signal modification plans, Electrical Special Provisions, and an engineer's opinion of cost for the modification of the existing traffic signals at the following existing signalized intersections, per City of Federal Way, King County, and WSDOT standards: • S 324th Street& Pacific Highway S • S 336th Street& 1st Way S • 11th Place S &S 320th Street • Enchanted Parkway S & S 348th Street The existing traffic signal systems will be modified to accommodate the variable lane assignments described above in the Introduction. It is anticipated that these improvements would include the addition of mast arm signal poles (located upstream from the intersections for advance signage), vehicle signal heads, blank-out signs,junction boxes and conduit, vehicle detection (for advance detection, queue detection, and SCOOT filter detection), CCTV cameras, LED raised pavement markers (for the Enchanted Parkway S &S 348th Street intersection, if applicable), and overlap phases for the variable lane assignments. Transpo will evaluate the wind-loading and pole foundation capacities of the existing mast arm signal poles to accommodate mounting of the new signal heads and signs. Relocation/replacement of the existing signal controller cabinets, service cabinets, and signal poles is not anticipated and not included in the scope of services to be performed. It is anticipated that the traffic signal modification plan set will include the following plan sheets: • S 324th Street&Pacific Highway S o Traffic Signal Modification Plan at V=20' scale (1 sheet) o Traffic Signal Wiring Diagram (1 sheet) • S 336th Street&1st Way S o Traffic Signal Modification Plan at 1"=20' scale (1 sheet) o Traffic Signal Wiring Diagram (1 sheet) ■ 11th Place S & S 320th Street o Traffic Signal Modification Plan at V=20' scale (1 sheet) o Traffic Signal Wiring Diagram (1 sheet) • Enchanted Parkway S & S 348th Street o Traffic Signal Modification Plan at 1"=20' scale (1 sheet) o Traffic Signal Wiring Diagram (1 sheet) • Traffic Signal Pole Schedule (1 sheet) • Traffic Signal Details (2 sheets) Subtask 6.1: 30% Design The base maps and aerial imagery provided in Task 2 will be used to prepare the 30% plans. The 30% plans will show general locations of existing and proposed equipment with construction notes. No wiring details and/or schedules will be prepared at this stage. The 30% plans will be submitted to the City for review and comment. As part of the development of the 30% Design, Transpo will coordinate with utility agencies to locate utilities as needed for locations where new signal poles are to be installed. Deliverables: • 30% Traffic Signal Modification Plans Subtask 6.2: 85% Design This subtask will develop the 85% engineering design documents, including plans, Special Provisions, and engineer's opinion of probable costs for the elements described in the 30% Design subtask above. The City's comments from the 30% Design will be incorporated into the 85% Design. The 85% plans will include the following additional elements: dimensions between proposed signal equipment and existing features, wiring schedules, wiring diagrams (only proposed wiring and terminations will be shown on the wiring diagrams; existing wiring and terminations will not be shown unless relevant to the proposed work), Special Provisions, and an engineer's opinion of probable costs. Deliverables: 85% Channelization Plans, Special Provisions, and Engineer's Opinion of Probable Costs Completed Public Interest Finding (PIF) documentation, using WSDOT Electronic Forms, and coordination with Local Programs per WSDOT LAG Manual for any items that need City procurement or sole sourcing. Written responses to review comments Subtask 6.3: 100% Design This subtask will develop the 100% engineering design documents, including plans, Special Provisions, and engineer's opinion of probable costs for the elements described in the 85% Design subtask above.The City's comments from the 85% Design will be incorporated into the 100% Design. Deliverables: 100% Channelization Plans, Special Provisions, and Engineer's Opinion of Probable Costs Written responses to review comments Subtask 6.4: Final Plans, Specifications, and Estimate (PS&E) This subtask will develop"ad-ready"final PS&E documents. The City's comments from the 100% Design will be incorporated into the final PS&E documents. The PS&E submittal will include signed and sealed sheets for the PS&E documents. Contract Provisions will be prepared, including the Contract documents, Amendments to the Standard Specifications, Special Provisions (Division 1-9, including applicable FHWA/APWA/WSDOT/City Special Provisions), Federal/State wage rates, pre-approved plans, and standard drawings/details. Deliverables: Final PS&E documents (inclusive of Channelization, Traffic Signal Modification, and Temporary Traffic Control) One full size set of sealed plans (inclusive of Channelization, Traffic Signal Modification, and Temporary Traffic Control) Written responses to review comments Task 7—Temporary Traffic Control (TTC) Design Transpo will prepare traffic control plans for the Contractor's use in constructing the proposed traffic signal and channelization improvements at the following existing signalized intersections, per City of Federal Way, King County, WSDOT, and MUTCD standards: S 324th Street& Pacific Highway S S 336th Street& 1st Way S 11th Place S & S 320th Street Enchanted Parkway S & S 348th Street It is anticipated that the TTC plans will include typical traffic control details for operations including single lane closures and shoulder closures that will be referenced on the Channelization and Traffic Signal Modification plan sheets. It is anticipated that the traffic control plan set would include the following plan sheets: Traffic Control Plans at V=50' scale (2 sheets) Subtask 7.1: 85% Design The base maps and aerial imagery provided in Task 2 will be used to prepare the preliminary plans, including plans, Special Provisions, and engineer's opinion of probable costs. The first submittal of the TTC plans will be as part of the 85% Channelization and Traffic Signal Modification plan submittal. The preliminary plans will be submitted to the City for review and comment. Deliverables: 85% TTC plans, Special Provisions, and Engineer's Opinion of Probable Costs Subtask 7.2: 100% Design This subtask will develop the 100% engineering design documents, including plans, Special Provisions, and engineer's opinion of probable costs for the elements described in the 85% Design subtask above. The City's comments from the 85% Design will be incorporated into the 100% Design. Deliverables: • 100% TTC Plans, Special Provisions, and Engineer's Opinion of Probable Costs Written responses to review comments Subtask 7.3: Final Plans, Specifications, and Estimate (PS&E) This subtask will develop "ad-ready'final PS&E documents. The City's comments from the Final Design will be incorporated into the final PS&E documents. The PS&E submittal will include signed and sealed sheets for the PS&E documents. Contract Provisions will be prepared, including the Contract documents, Amendments to the Standard Specifications, Special Provisions (Division 1-9, including applicable FHWA/APWA/WSDOT/City Special Provisions), Federal/State wage rates, pre-approved plans, and standard drawings/details. Deliverables: • Final PS&E documents (inclusive of Channelization, Traffic Signal Modification, and Temporary Traffic Control) One full size set of sealed plans (inclusive of Channelization, Traffic Signal Modification, and Temporary Traffic Control) Written responses to review comments Task 8—Environmental Documentation Transpo will assist the City with the preparation of NEPA environmental checklists for the project through identification of potential project impacts and searches of publicly available agency mapping and resources. Other permitting, critical area delineation and field investigations necessary to support the identification of cultural resources or biological resources will be the responsibility of the City. The project is expected to meet the requirements for a categorical exclusion. It is assumed that the City will lead all coordination efforts with WSDOT and other permitting agencies, as required. Deliverables: = Draft NEPA Checklist Document and Mapping Task 9—Bidding Services This task will include responding to bidder questions, responding to bidder requests for information, and preparing addenda as required. Deliverables: Bidder question tracking sheet Responses to bidder requests for information (RFI's) Issuing up to 4 addenda if required Task 10—Construction Phase Services Subtask 10.1: Meetings Transpo will attend preconstruction meetings with the City. One (1) preconstruction meetings is anticipated in the projected fee. Transpo will also participate in coordination meetings with the City, the Contractor, King County, WSDOT, and/or utility agencies as necessary to accomplish the construction of the traffic signal and channelization improvements. Two (2) such coordination meetings are anticipated in the projected fee. Subtask 10.2: Shop Drawing and Cut Sheet Review Transpo will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for signal poles, vehicle signal heads, blank-out signs, conduit, wiring,junction boxes, vehicle detection, pavement markings, LED raised pavement markers, traffic barrier, and materials. Following review, Transpo will stamp the shop drawing and/or cut sheet with the appropriate designation (no exceptions taken, rejected, etc) and provide the City and/or King County with the appropriate number of copies for their review. Transpo will receive the reviewed shop drawings and cut sheets back from the agencies and forward to the contractor for appropriate action. Subtask 10.3: Response to Contractor Request for Information (RFI) Transpo will respond to contractor RFls related to traffic signal and channelization work during construction as necessary. Transpo will work with the City, King County, the contractor, and the appropriate agencies to provide resolution to the RFls_ The projected fee anticipates responding to up to 5 RFIs. Subtask 10.4: Record Drawings Transpo will prepare record drawings for the traffic signal and channelization improvements following the completion of construction, as required by the City. Record drawings are intended to show as-built conditions that vary from the permitted plans. Record drawings will be prepared on using the base maps and aerial imagery provided in Task 2. As-built conditions will be recorded by the contractor on a copy of the permitted plans as red-lines and will be provided to Transpo following construction for incorporation into the record drawings. Transpo is entitled to rely upon the completeness and accuracy of as-built information furnished by the contractor. Task 11—Before-and-After Study Subtask 11.1: Validation Plan Transpo will prepare a plan to document the before-and-after performance metrics that will be used to evaluate the effectiveness of the Variable Lane Use Control System. The before-and-after performance will be evaluated at the following existing signalized intersections: S 348th Street& Pacific Highway S 324th Street& Pacific Highway S 11th Place S & S 320th Street Enchanted Parkway S & S 348th Street S 336th Street& 1 st Way S This plan will document how the data collection and data analysis will occur. Transpo will review the draft plan with the City and applicable comments will be implemented as part of a Final Validation Plan. Deliverables: • Draft Validation Plan Final Validation Plan Subtask 11.2: Validation Report Following the methodology outlined in the Validation Plan, Transpo will prepare a report to document the results of the before-and-after performance metrics that were used to demonstrate the effectiveness of the Variable Lane Use Control System. The report will specifically address quantifiable metrics that relate to queue lengths, arterial travel times, average speeds, and duration of congestion: Where available, intersection-level performance measures (e.g., turning movement counts, split utilization, etc.)will also be evaluated. Transpo will review the draft report with the City and applicable comments will be implemented as part of a Final Validation Report. Deliverables: Draft Validation Report Final Validation Report Task 12—Public Outreach Transpo will assist the City with the preparation of public-facing materials, including graphics and written materials. Anticipated public-facing materials include council presentation materials, and public education graphics and narratives. Deliverables: 0 Public facing graphics and accompanying narratives Exhibit DBE Participation Not Applicable Agreement Number: Exhibit B-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 EA-hibit 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 Survey data will be collected in the form of aerial imagery, provided by the City/King County. B. Roadway Design Files Roadway design files are not applicable for this project. C. Computer Aided Drafting Files CAD files will be in AutoCAD 2019 format. Agreement Number- Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Pagel of 4 D. Specify the Agency's Right to Review Product with the Consultant 30%, 85%, and 100% submittals will be provided to the City for review and comment. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic PDF versions of the PS&E documents will be provided to the City. Electronic CAD files will also be provided, if requested. F. Specify What Agency Furnished Services and Information Is to Be Provided The City will provide: -As-built drawings for the relevant locations. -Aerial imagery and AutoCAD base files, if available -Access to traffic signal cabinets and other signal equipment -Boilerplate Contract/Special provisions -Review comments to the 30%, 85%, and 100% submittals Agreement Number: Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 2 of 4 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Data will be exchanged via email. Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 3 of 4 A. Agency Software Suite AutoCAD, Microsoft Office B. Electronic Messaging System N/A C. File Transfers Format .PDF .DWG .DOCX .XLSX Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 4 of 4 &^Mbit D Prime Consultant Cost Computations See attached. Agreement Number: Exhibit D-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Transpo Group USA,Inc. Cost Estimate Worksheet F;:,mherl Projacl'tan.•_ _. 1.14{g1.00-Yarialfttr L.erre llas Gununt'•Ci w4dn Pay rates are effective from June 22,2019 through June 20,2020,within the ranges shown in the attachment. Only key staff are shown and other staff may work on and charge to the project as needed by the project manager Pro{ect I ]'rojProject Project_ Project Graphics Stan r. nner n Ineer = ne= A�naln E L' L,::_ AI Labor: _ t 20 1 1 20 1 4 d S 254 - 15 16 on;. 1 16 615 3' 4 - 12 I'h- 13 •h 17i = 4 s1 9 4 708 20 4 S 981 212 ! -.1!3 23 7 25 a°" 4 48 1(: =3 1R0 S 7.100 26 ;c°'_ 1 12 II: 12 1 1 46 - I.+!0 ...-..�... 777r.... ...__... 7-7 31I�.,r�-..- 35 36 I A S 171 374 :. 40 16 S 41 6 1 S 296 42 j 4 I I 4 1_7 43 F 44 99 45 .. ,•... - .1 6 2 46 L::::I,-.,.,i:_r:. 62 5 2.694 :/ I 1 1 812 48, i 24 865 98 328 770 222 16 4 838 ,_. SG 2;7 Sid 035 56 701 1 $7.577 _ $542 S186 :Nfis 77 r ous Fx eft— - Subconsultants: Subs Firm Cost 1 7 .?I,fl 1 6'1�1F,Hm.rrerinrR ldha.•il:re s� il,c 15.34 2 1&d—u,Tr ffic S3.136 4 4 g 5 6 T I B 4 10 11 12 1'om EspArAmeSt1QB.3l0Or Cost Estimate Prepared on:815/2019 transpa ir aup, ,- ,;HA -rRAi,p-7-1,DFT'r-10r, FFZ 4 Transpo Cost Rate Range Schedule Rates are effective June 22, 2019 through June 20, 2020 f • .o u kw i Ad ._ y.f'rs Min Max Engineer/Planner/Analyst!Principal,`©irector- Level 0 $115 Engineer/Planner/Analyst/Proj Adm - Level 6 $55 $80 Erig wieer?lanner-AaialystiProj Adan -Level 5 �, ;a $50 $65 Engineer/Planner/Analyst/Proj Adm - Level 4 $40 $55 Engineer/Pit-inner/Analyst)Proj Adm-Level 3 r. $30 $50 Engineer/Planner/Analyst/Proj Adm -Level 2 $25 $45 II�rc i,,:-.LriPlanner/AnalysUPro i Adie-Level 1 $15 $35 E ,Mbit E Sub- consultant Cost Computations There isn't any sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section Vi "Sub-Contracting" of this AGREEMENT. See attached. Agreement Number: Exhibit E-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Budget Estimate Geotechnical Engineering Evaluation S 336th Street/ 1st Way, 11th Place/S 320th Street, Enchanted Parkway/S 348th Street Signal Poles Breakdown of Labor Costs Personnel and Hrartr•l Rates Per Category m � Task L7es2tion $195.00 !80.00 $160.00 $130.00 $115.00 $t35.Qt� X75.,:10 Field Work Street Use Permit/Traffic Control Plan 6 HASP 3 Site Recon,Mark Borings,Utility Locate 6 Field Exploration(Drilling) 1 12 Research and Report Preparation Figures,Logs and Lab 5 5 Office Engineering and Analysis 2 6 Report Preparation 1 8 2 4 Project Management 4 2 4 Consultation Called/Meetings/E-mails 2 Subtotal 10 0 0 48 0 7 8 Total Labor Costs perLevel $1,950 $0 $0 $6,240 $0 $665 $600 Total Labor Costs $9,455 Breakdown of Expenses �L Mileage 240 Miles $0.58 $139.20 Field Supplies 1 Each $25.00 $25.00 Lab Grain Size 3 Each $125.00 $375.00 Lab Moisture 3 Each $25.00 $75.00 California Bearing Ratio 0 Each $500.00 $0.00 Drilling Subcontractor 1 LS $ 4,000.00 $4,00000 Private Locate 3 Per hr $80.00 $240.00 Traffic Control-Flagging 1 Day $700.00 $700.00 Traffic Plan 3 Each $100.00 $300.00 Each $ - $0.00 Markup 1p 10% :3585 Total Expenses $6,440 ,TO L COST ESTIMATE $15,8951 8/5/2019 2019-08-02-Federal Way Variable Lane Use Control-Fee Estimate City of Federal Way Variable Lane Use Control-Citywide 8/2/2019 Endeavour Traffic Ltd. Fee Estimate Title: Subject Matter Expert Name: Barry Rawlings Billing Rate: $ 56 Task Description Hours Cost Task 3 -Traffic Signal Phasing Design $ Draft Traffic Signal Phasing Design Memorandum 16 $ 896 Final Traffic Signal Phasing Design Memorandum 8 $ 448 Ta.,--,k, 6- Traffic Signal Modification Desi yn $ - 30% Design 8 $ 448 85% Design 4 $ 224 100%Design 2 $ 112 Final PS&E $ - Task 9 . Bidding Services S - Bidder Questions $ RFIs 2 $ 112 Addenda $ - Task 10 - construction Phase Services S Meetings $ - Shop Drawing and Cut Sheet Review $ - Response to Contractor RFI 8 $ 448 Record Drawings $ - Draft Validation Plan 2 $ 112 Final Validation Plan 2 $ 112 Draft Validation Report 2 $ 112 Final Validation Report 2 $ 112 Total Fee Estimate $ 3,136 Exhibit F Title V1 Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: I. 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 A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 X ibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of 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 ASE Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Transpo Group USA, Inc. whose address is 12131 113th Ave NE, Suite 203, Kirkland, WA 98034 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the 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 fiinds, and is subject to applicable State and Federal laws, both criminal and civil. Transpo Group USA, Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Exhibit G-1(b) Certification of I hereby certify that I am the: Q Mayor ❑ Other of the City of Federal Way , and or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay,to any firm,person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the 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. I hIr C�► Signa Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 08/15/2019 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. Transpo Group USA, Inc., Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0312912019 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. Transpo Group USA, Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 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 Variable Lane Use Control - Citywide * are accurate, complete, and current as of August 2, 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: Transpo Group USA, Inc. Principal 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.) **Tnsert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Exhibit Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration(FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost,reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. THIS EXHIBIT H IS NOT APPLICABLE Agreement Number: Exhibit H-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 1 of 1 Exhibit 1 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 A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 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 A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 2 of 2 Exhibit J Consuitant 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 fiinds. 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. Infoim the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 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 A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 03/29/2019 Page 2 of 2