Loading...
HomeMy WebLinkAbout2016-03-14-minutes-public-works-study-sessionKITTITAS COUNTY COMMISSIONERS REGULAR MEETING PUBLIC WORKS STUDY SESSION MONDAY, MARCH 21, 2016 1;30 PM Commissioners' Auditorium 205 West 5th Room 109 - Ellensburg 1. Call to Order 2. Public Works Road Crew Schedule Change 3. Manastash Road Bridge Replacement Project Update 4. Request to Authorize the Public Works Director to Sign the Contract Supplement with Jacobs 5. Other business 6. Adjourn Created on 3/1112016 8:29:28 AM AOF/ KrMTAS COUNTY KITTZTAS CO DEPARTMENT OF PUBLIC WORKS Mark Cook, Director STUDY SESSION MINUTES March 14, 2016 THOSE PRESENT: Paul Jewell, Obie O'Brien, Gary Berndt (BOCC), Kathy Jurgens, Candie Leader (DPW), Doc Hansen, Steph Mifflin, Mike Flory, Angela San Filippo (CDS), Neil Caulkins (PA) GUESTS PRESENT: None PUBLIC WORKS ROAD CREW SCHEDULE CHANGE: Kathy Jurgens stated that a request has been made from the Road Crew to start the 4-10 schedules for 6 months. Starting in April and ending September 30, 2016. Board Direction: No Direction MANASTASH ROAD BRIDGE REPLACEMENT PROJECT UPDATE: Kathy reported that staff put a stop work order on the project due to improperly cast exterior bridge girders. The girders did not provide minimum clearance of reinforcing steel supporting the cast in place bridge rail. Re -casting is expected to take several weeks. Board Direction: No Direction. REQUEST TO AUTHORIZE THE PUBLIC WORKS DIRECTOR TO SIGN A CONTRACT SUPPLEMENT WITH JACOBS: Kathy explained that due to being short staffed we are requesting authorization to sign a Contract Supplement with Jacobs to help issue Flood Development Permits. Currently, Cardno is under contract as well but would like to add Jacobs as additional support. The contract amount would increase by $25,000.00 Board Direction: Commissioner Jewell made a motion to authorize Director's signature on the Contract Supplement and Commissioner Berndt seconded the motion for a7pproyal. Mark R. Cook Director of Public Works 411 N. Ruby, Suite #1 TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS PUBLIC WORKS -- BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT WORK SESSION DATE: March 14, 2016 TOPIC: Maintenance Crew 4-10 Start ACTION REQUESTED: Validate Public Works 4-10 Start Date LEAD STAFF: Mark R. Cook RECOMMENDATION: Validate Public Works 4-10 start date supporting 2016 Maintenance operations. BACKGROUND: Annually, public works shifts from its winter work schedule of 5-8s (five days per week eight hours per day) to a 4-10 (four days per week ten hours per day) summer maintenance schedule. DISCUSSION: The 4-10 schedule saves the department money and creates operational efficiencies not available with the 5-8 schedule. FISCAL IMPACTS: Reduces department summer labor costs, ATTACHMENTS: None. Page 'I of 1 PUBLIC WORKS BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS PUBLIC WORKS -- BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT WORK SESSION DATE: March 14, 2016 TOPIC: Manastash Bridge Update ACTION REQUESTED: None Required LEAD STAFF: Mark R. Cook RECOMMENDATION: None required — informational only. BACKGROUND: Public Works began work replacing the Manastash Bridge in late 2015. The Board of County Commissioners has been previously briefed on project progress to date. Recently, Public Works recently suspended construction on the project owing to improperly cast exterior bridge girders. The girders did not provide minimum clearance of reinforcing steel supporting the cast in place bridge rail. Rejection of the substandard girders requires re -casting that is expected to take several weeks. DISCUSSION: Owing to the delay of recasting bridge exterior girders, temporarily suspending the project minimizes adverse impacts for the contractor's obligation for project completion within the time allocated in the construction contract. The delay will likely minimally impact overall project delivery, as paving is not anticipated to complete until sometime in May 2016. The contractor is not requesting cost recovery for passible rental bridge impacts at this time. FISCAL IMPACTS: None anticipated. ATTACHMENTS: None. Page 1 of 1 PUBLIC WORKS BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS PUBLIC WORKS — BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT WORK SESSION DATE: March 14, 2016 TOPIC: Jacobs On-call Floodplain Permit Review Contract Supplement ACTION REQUESTED: Request to Authorize the Public Works Director to sign the contract supplement with Jacobs LEAD STAFF: Mark R. Cook RECOMMENDATION: Approve the requested contract supplement with Jacobs and authorize the Public Works Director to sign said supplement. BACKGROUND: In January 2015, Public Works signed a professional services contract with Jacobs supporting several functions: floodplain planning and water rights research. Specifically, this task order focused on securing Washington State Department of Transportation (WSDOT) water rights available in the upper basins of Kittitas County. In January 2016, the original contractwas supplemented adding: planning, environmental, and preliminary engineering services. This work focuses on the proposed land deal with WSDOT. DISCUSSION: Recently, Public Works has tasked Jacobs with floodplain development permit review. It is unknown at this time the amount of support needed for 2016. The vacant Planner III will be hired by the Water Resource Manager once he/she is in place. Several additional months of support are likely. The Public Works Director has no authority currently authorizing professional development contracting. FISCAL IMPACTS: Funding is available from several months of vacancy at the Planner Ili position. ATTACHMENTS: Jacobs task order contract, supplement #1 and proposer! supplement #2. Page 1 of 1 PUBLIC WORKS BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT JACOBS' Date March 7, 2016 Memorandum JACOBS 60010r Ave. NF, Suits 700 Bellevue, WA W004 1.425A52=0 Fax 1.425.452.1212 To Mark Cook P.E., Kittitas County Public Works Director From Jason W. Smith, Jacobs Environmental Practice Lead Subject Small Works Project Amendment — Kittitas County Floodplain Planning Support Mark: Thank you for the opportunity to support Kittitas County with Floodplain Planning and Partnership efforts. This amended proposal supplements our existing LAG contract by $25,000.00. This supplement provides additional support on an as -needed basis up to an agreed upon not -to -exceed sum of $50,645.36 for the contract in total. Work completed under this amended proposal will be associated with multiple actions to support floodplain planning efforts and a partnership with W800T currently undertaken by Kititas County. Primarily, the supplemental funds in this amendment will go -to a new task which will assist with the review of permit applications. Activities under this amendment may include, but are not limited to: project management, continued agreemerit coordination and preparation of an interagency MOA, permit application reviews, andfor other specific coordination tasks requested by Kittitas County. This amended proposal and subsequent contract is anticipated to remain active until December 31, 2016 unless the not -to -exceed sum of $50,648.36 is reached or extended by Kittitas County. Additional activities can be Initiated by Kittitas County should additional support beyond the aforementioned parameters be requested. Please sign and return one copy to Jacobs at the address shown on the contract, or you can hold onto it and I can pick it up at your office. Thank you, Jason W. Smith Jacobs EngvaerM Group Inc. Jacea VmmUS.doo AML W7W=ht t% -j ate 0 Vepwlmtxd of Timspartafflon Supplemental Agreement Organization and Address Humber 02 Jacobs 600108th Avenue NE, Suite 700, Bellevue, WA 98004 Original Agreement Number Jacobs Project Number W3X69100 Phone. Project Number Exacutton Date completion Dais Jacobs Project Number W3X69100 3/6/2016 I2/31/20I6 Project Tiilee New Madmum Amount Payable xitl tw comty swan wadw - PUUWAip swoon $50,648.36 DescrlpWn of Work Planning, environmental, and preliminary engineering services. The Local Agency of Kiftitas CQ=1Y Public Works - -- - - _ -- - .,-•-- desires to supplement the agreement entered In to with Jacobs _ and executed on 1/26/15 and Identified as Agreement No. W3X 9100 All provisions in the basic agreement remain in affect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: Supplement 02 adds budget for Tasks 01, 02, 05, and adds new Task 10. See attached for description. Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: XLA III Section V, PAYMENT, shall be amended as follows: Increases budget by $25,000 from $25,648.36 to $50,648.36 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: an-sultaw Sign re AppnMnqXuthorKy9gnsture ate Mr Form 744063 Revised 09=5 Ehibit A Scope of Work Project No. W3X69100 This Scope of Work amends the existing approved Scope and Tasks by supplementing existing budget and adding it task for permit review and general support as needed. The level of effort is for the continued facilitation and support of an agreement between Kittitas County (County) and the WSDOT (State), and to provide a new task in support permit reviews. Task 01 -Project Management - This task includes project controls and continued project support. Task 02 - Meeting Management - Continued facilitation of meetings, agendas, minutes, and conference calls. Task 05 - Draft MOA - Collaborate with the Courrty to provide information and technical writing services as the owners representative (County) on the development of an Inter -agency MOA. Task 10 (NEW) — Permit review and support as needed. This amendment is anticipated to remain active until December 31, 2016. This amendment covers time and expenses to support the County for at least three months, and is estimated at $25,000.00. Exceeding this amount will only occur if Jacobs is requested to prepare an amendment and upon a Notice to Proceed (NTP) from County. Assumptions: • The Jacobs Project Manager has the ability to move budgedhours between Tasks to meet deliverables as requested by the County. • Any coordination with the City of Ellensburg will be the primary responsibility of County and/or State. • Jacobs is not responsible for the design of any flood prevention structures. ■ Jacobs responsibility for the drafting of any Memorandum of Agreement is for the purpose of a starting point and is expected to be completed by the County, State, and their legal staff. • Travel time will be up to 2 hours each way for each meeting (estimate is for 2-3 meetings) • Meeting duration will be rep to 2 hours for each meeting • Project Management is estimated at 2.5 hours per month. • This scope has a December 31, 2016 completion date, however, this estimate reflects intermittent work that will need to be supplemented if additional work is needed in support of the County and State negotiations. • This scope is based on a reoccurring th= month cycle, with each subsequent cycle approved in writing by the County as a written Notice to Proceed Deliverables: Jacobs will provide permit review support and other planning support as requested by the County. Jacobs will continue to draft the Memorandum of Agreement for the process and provide technical editorial (not legal) review only of the final draft in support of the County. Total - $25,000 (appx. 193 hours), allocated as follows: Task I Project Management (appx. 15 hours) - $2,500 Task 2 Meeting Management (appx. 15 hours) - $2,500 Task 5 Write Draft MOA (appx. 50 hours) -- $7,500 Task 10 Review permits and/or other support tasks (appx. 113 hours) - $12,500 Agreemad Number_ WSDOT Form 140-M EFErhMA page 1 of 1 Revised 100012014 3upp;e-mental `reelnenOrganization and Address Jacobs X b 600 108th Avenue NE Suite 700 Bellevue, WA 98004 Original Agreement Number Phone: Project Number Execution DateCompletion Date Jacobs P!vjcc[ Number W3X59100 U2612015 12/30/2016 Protect Tide New Maximum Amount Payable Kittitas County Smal l Works -Partnership Support $ 25,648.36 Description of Work Planning, envimnmental, and preliminary angine+-,ring sen -ices. The Local Agency of Kittitas County Public Works desires to supplement the agreement entered into with Jacobs and executed on 1 12015 and identified as Agreement No. W3X69100 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE; OF WORK, is hereby changed to read: Sea Attacbed Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read, 113U 6 III Section V, PAYMENT, shall be amended as follows: as set forth in the adachz d F_xNbtt 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: tinrtalrl K 151r:15nr --- -- By: Consultant Signature DOT Form 140-M EF P&Ased 912005 Approving Authority Signature Cate Exhibit A Scope of Oi* Project No, W3X69100 This Scope: of Work amends the existing approved Scope and 'Tasks b) date extension, additional tasks, and additional budget. The level of effort is for the facilitation and support of an agreement between Kittitw County (County) and the WSDO 1 (State). Task 01 - Project Management - 7his task includes project controls Task 02 - Meeting Management - Facilitate meetings, agendas, minutes, conference calls Task 03 - Agreement Coordination - Coordinate & define key agreement items between the County/State. Task 04 -Trade Valuefeneft:Cost Analysis - Coordinate with the County on benefit:cost and trade Falue of floodplain project&, water rights, existing real estate and/or real estate improvements. 'cask 05 - Draft MOA - Collaborate with the County to pro% ide information and technical writing sen ices as the owners representative (County) on the development of an Inter -agency MOA. 1 "ask 06 — Management Reserve This amendment is anticipated to remain activc until December 31, 2016 (16 months), extending the defined service from December 31, 2015. Ibis budget is for time. expenses, and materials to support the County for at least throe months assistance estimated at $15,660.00. Exceeding this amount Will only occur if Jacobs is requested to prepam an amendment and upon a Notice to Proceed (NTP) from County. Assumptions: • Coordination With the Cit} of Ellensburg will b , the primary responsibility of County and/or State. • Jacobs is not responsible for the design of any food prevention structures. • Jacobs responsibility- for the drafting of any Memorandum of Agreement is for the purpose of a starting point and is expected to he completed by the County: State, and their legal staff. - Travel time swill be up to 2 hours each way for each meeting (estimate is for 2-3 meetings) Meeting duration will be up to 2 hours for each meeting A management rcwrve of 10 hours has been added to this task to be completed at the discretiun of the County. - Proj%act Management is estimated at I hour per month, • This scope has a December 31, 2016 completion date, however, this estimate reflects intermittent work that will need to he supplementad if additional v�ork is needed in support of the County and State negotiations. • Project {ontrnls an; estimated at 1.33 hours par month. • Thic scope and estimate are based on a reoccurring three month reassessment cycle, with each subsequent scope and estimate apprut ed in writing by the County as a written Notice to Proceed (NTP). • An estimate of 450 miles travel to and from mm4ings. Deliverables: Jacobs will provide meeting agendas, notes. and minutes Jacobs will provide a draft Memorandum of Agreement for starting the process (1 Version) and providii technical editorial (not legal) review only of the final draft in support of the County. Total - $15,660 (74 hours) Project Management (7 hours) - $1,225 Meeting Management (16 hours) - $3.171 Local/State Agreement Coordination (4 hours) - $860 Trade Value:.Benefit:Cmi Analysis (1.1 hours)- 53,022 Write Draft MOA (23 hours) - 54972 Management Reserve (10 hours) - $2150 Expenses $260 Agreement Number: WWOT Fortrr 140.089 tF EkhlbitA RcWsed 10130 014 Page f of i This Scope of Work amends the existing approved Scope and Tasks by date extension, additional tasks, and additional budget. The level of effort is for the facilitation and support of an agreement between Kittitas County (County) and the WSDOT (State). Task 01- Project Management - This task includes project controls Task 02 • Meeting Management - Facilitate meetings, agendas, minutes, conference calls Task 03 - Agreement Coordination - Coordinate & define key agreement items between the County/State. Task 04 - Trade Value/Benefit: Cost Analysis - Coordinate with the County on benefit:cost and trade value of floodplain projects, water rights, existing real estate and/or real estate improvements. Task 05 - Draft MOA - Collaborate with the County to provide information and technical writing services as the owners representative (County) on the development of an Inter -agency MOA. Task 06 — Management Reserve This amendment is anticipated to remain active until December 31, 2016 (16 months), extending the defined service from December 31, 2015. This budget is for time, expenses, and materials to support the County for at least three months assistance estimated at $15,660.00. Exceeding this amount will only occur if Jacobs is requested to prepare an amendment and upon a Notice to Proceed [NTP) from County. Assumptions: • Coordination with the City of Ellensburg will be the primary responsibility of County and/or State. • Jacobs is not responsible for the design of any flood prevention structures. • Jacobs responsibility for the drafting of any Memorandum of Agreement is for the purpose of a starting point and is expected to be completed by the County, State, and their legal staff. Travel time will be up to 2 hours each way for each meeting (estimate is for 2-3 meetings) * Meeting duration will be up to 2 hours for each meeting • A management reserve of 10 hours has been added to this task to be completed at the discretion of the County. • Project Management is estimated at 1 hour per month. • This scope has a December 31, 2016 completion date, however, this estimate reflects intermittent work that will need to be supplemented if additional work is needed in support of the County and State negotiations. • Project Controls are estimated at 1 hour per month. This scope is based on a reoccurring three month cycle, with each subsequent cycle approved in writing bythe County as a written Notice to Proceed (NTP)- - An estimate of 450 miles travel to and from meetings. Deliverables: Jacobs will provide meeting agendas, notes, and minutes Jacobs will provide a draft Memorandum of Agreement for starting the process (1 Version) and provide technical editorial (not legal) review only of the final draft in Support of the County. Total - $15,660 (74 hours) Project Management (7 hours) - $1,225 Meeting Management (16 hours) - $3,171 LocaVState Agreement Coordination (4 hours) - $860 Trade ValueJ6enefit:Cost Analysis (14 hours)- $3,022 Write Draft MOA (23 hours) - $4572 Management Reserve (:0 hours) $2150 Expenses $260 Agreement Number. Firm/Organization Legal Name (do not use dba's): Jacobs Engineering Group Inc. Address Remit to Address 600 -108th Ave. NE., Shite 700; Bellevue, WA. 98004 Sarre UBI Number Federal TIN or SSN Number 95-4081636 Execution Date Completion Date January 26, 2015 December 31, 2015 1099 Form Required Federal Participation ❑ Yes ❑i No ® Yes Q No Description of Work Ibis proposal provides support on an as -needed basis for actions such as: floodplain planning and water rights research; site visits to document current conditions; meetings with Kittitas County, WSDOT, regulatory agencies, or other stakeholders; and/or other specific coordination requested by Kittitas Cotutty. U Yes ❑tf No DBE Participation Maximum Amount Payable: $9,988.36 ❑ Yes © No M13E Participation ❑ Yes 0 No WBE Participation ❑ Yes No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification, Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim, Procedures Agreement Number: 1oc*1 A9®ncyA&E Professional 5ervlces Negotiated Hourly Rafe ConsultantAgreement Revised 1013 O14 Page 1 of 14 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the hereinafter called the "AGENCY," and the "Firm ! Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have .sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained berein, 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 famish 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_ Ill. General Requirements All aspects of coordination of the wont 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 shah 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 N%mnber. l ccalAgencyABE Professional Services Negotiated Hourly Rate ConsulfantAgreement Page 2 of 14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Parr 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 minimurn of 30% of the total amount of this AGREEMENT. It is recommended, but .not required, that non -DBE Prime CONSULTANTS perforce a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT" by the AGENCY shall be returned. Al l electronic files, prepared by the CONSULTANT, must tnect the requireinects 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 instrurnatrts of service for those SHRVICES, and are the properly of the AGENCY_ Rouse 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 rcguests required under this AGREEMENT shall be made in writing and sent to the other pay by (i) certified email, return receipt requested, or (ii) by email or facsittrfie, to the ad&ess set forth below: If to AGENCY If to CONSULTANT. Name: Douglas P. D'tiondt Name: Donald X. Nelson Agency:Kittitas count} Public Works Department Agency: Jaenba Engineering Inc. Address:411 North Ruby Street, Ste., i Address: 600 - 108th Ave NE City:Ellensburg State: WA .98926 Zip- City: Bellevue State: wr► Zip: 98004 Email: doug - dhondtaco . kitt i tas . wa . us Email: donald , nelson@j acobs , coin Phone: 509-962-7690 Phone: 425-990-6898 Facsimile: 509-962-7563 Facsimile- 425-452-1212 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 conform to the criteria agreed upon detailed in the AGREEMENT documents. 'These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date.,, The established completion time shall not he 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 &EProfesslonal Services Negotiated Hourly Rete Consultant/ atigmement Revised 1&3012014 Page 3 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www ecfi gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such frnal written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year and (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (ISO days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E", will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. Any .agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT_ if requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the -current fiscal year rates under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) mouth period. At the AGENCY'S option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered an a case-by-case basis, and if granted, will be memorialized in a fatal vaitten acknowledgement. The CONSULTANT TANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rats plus fixed fee. Agreement Number: LocefAgencyA&E Professional Services NegodatedHourly Rate ConsuftantAgreement Page 4 of 14 B. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and all revisions thereto. Air, train and rental card 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 these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. Alf above charges must be necessary for the SERVICES provided under this AGREEMENT. C_ Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading ofthis AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XI[l, "Extra Work." Na minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and 13 above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in F.Xhibit "D," including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's.employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, tides, ees salary rates, and present duties of those employperforming work on the SERVICES at the time of the interview. E. 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 tine the undue this AGREEMENT, contingent upon receipt ofall PS&.E, plans, wraps, noises, 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 payrnent, 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 ficial audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. E Inspection of Cost Records: The CONSULTANT and their sub-consu]tants 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, claire or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (5) 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. Agreement Number. Local AgencyABE Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 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 ander Ibis 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 evade 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 sball 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-consultantpayment, 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. Al. Employment and Organizational Conflict of Interest The CONSULTANT wammts that they have not employed or retained any company or person, other thann 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, gid, or contingent fee. Any and all employees ofthe CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if helshe will be working on this AGREEMENT for the CONSULTANT. Agreement Number; Local Agerncy A&E Professianei SwWces Negotiated Hourly Rate ConsettantAgreement Page 6 of 14 V111. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter § 32.4) • RehabiIitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794} • Age Discriminations Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 49 CFR Part 21 49 CFR Part 26 • RCW 49.60.180 In relation to Tide 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 'tire 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. IAC. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMEN-r 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 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 terminations far default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at -the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perforin is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Agreement Number_ Local AgencyA&E Protresslanal Services Negotiated Hourly Rate ConsultarrtAgraevnarrt page 7 of 14 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will W 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-willbe 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 IQ 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 orAGEANCY 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 parry deem it necessaryto 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 it the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This .AGREEMENT shall be interpreted and construed in accordance with the laws of State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Agreement Number. LwalAgency A&E Professional Services MWc hated Hourly Rate ConsultantAgreemeni Page a of 14 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 tither persons for whom the CONSULTANT is legally liable, and (b) the STATE and/orAGENCY, 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 Dut of any use in connection with the AGREEMENT of methods, processes, designs, idormation or other item finnished 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/orAGENCY's, theiragents', 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 by the Parties. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for admhustration 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 -WI assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number. Lova! Agency ABBE Professional Services Negoft tad Houdy Rate Cartsulhant A9re6msAt Pane 9 of 14 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE_ 13. 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 fnr any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single 14nit 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 "Als"), 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 Als. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to requite complete, certified copies of all required insurance policies at any time. All insuran;e shall be obtained from an insurance company authorized to do business in [he 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: Douglas P. D'Hondt Agency:Kittitas County Public pforks Department Address: 41I North Ruby street, ate_, 1 City: Ellensburg State:WA zip: 96926 Email; dou9.dhondt@co.kittitas.wa.us Phone:509-962-7690 Facsimile: 509-962-7643 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 mount of the authorized AGREEMENT or one million dollars ($1,000,000.04), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any thirst 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 u "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law- Agreement aw Agreement Number Local Agency A&E Professional Services Negotiated Hourly Rafe cansuhant Agreement Page 10 of 14 Revised ?0!3012014 Xtp. 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. ffany 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 "CSM,,, under this clause within thirty (30) days firm 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 ccmditions of paragraphs (A.) and (B.) above, the maximum amount payable fol 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 AGREE 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. XVI.!. Complete Agreement This document and referenced agents contain all covenants, stipulations, and provisions agreed upon by the Parties- Na agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agmernent not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT Agreement Number: Local Agency AW Professional Servfces Negotlated Houdy Rate Consultant Agreement Page 11 of 14 V;11. 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 wader 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, natncs, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, STATE and AGENCY security data, or information which tray jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's ConfrdetcW Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the perfom.=cc 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 teirns 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 Staties 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 impection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be retuned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agr=iimt Number: Local Agency ALE Professional Services Negotiated Hourly tate ConsultantAgriaeowd Rags 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature. (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed, whichever is. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary arid/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If 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 releasee} 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-consultar[t 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 ofsub-consultants' imfortnation. XX, Records Maintenance During the progress of the Worse 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 CQNSULTANT'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 (b) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ES17), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, .recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number; LoadAgancyA&F Arofesslonal Services Nagotlated Hourly Rate ConsultantAgreement Page 13 of 14 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 force. 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 hi 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 %c 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 Dab signature Date -- Any modification, change, or• reformation of this AG'.REEMEAIF shall require approval as W farm by the ("ace of the Attorney General. Agreement Number: LocatAgency A&E Professional Servkes Negotiated Hourly Rate ConsultantAgr+eement Page 14 of 14 -F -,-.'N! b, fA of Work Project No. Scope: This proposal provides support on an as needed basis up to an agreed upon not -to -exceed sum of $9,988.36. Work completed under this proposal will be associated with multiple miscellaneous actions to support floodplain planning efforts currently undertaken by Kittitas County. Activities under this scope of worts include preparation such as: site visits to document current conditions; coordination with agencies, the state ATG or others requested by Kittitas County Officials. Upon receipt of a notice -to -proceed via email from Kittitas County, Jacobs will initiate the specifically agreed upon activities under this proposal. Jacobs will coordinate up to three meetings with Kit.utas County, WSDOT, regulatory agencies, or other stakeholders. This proposal and subsequent contract is anticipated to remain active until December 31, 2415 (12 months) unless the not -to -exceed sum of $9,988.36 is reached or extended by Kittitas County. Additional activities can be initiated by Kittitas County should support beyond the aforementioned parameters be requested. Assumptions: 1.) Three meetings will occur in Yakima at WSDOT SCR Head Quarters or at Kittitas County Public Works 2.) Meeting preparation, coordination phone calls, and agenda development with up to 2 hours effort for each meeting. 3.) Travel time will be up to 2 hours each way for each meeting. 4.) Meeting duration will be up to 2 hours for each meeting. 5.) Preparation of meeting minutes is assumed to take 1 hour for each meeting. 6.) An estimate of450 miles travel to and from meetings. 7.) A management reserve of 15 hours has been added to this task for work to be completed at the discretion of Kittitas County as a result of action item for meetings and coordination. 8.) No incidental expenses are included in this estimate. 9_) Project Management is estimated at 112 hour per month for 12 months. 10.) Project Controls is estimated at 5 hours over the duration of the project. Deliverables: Jacobs will provide meeting agendas, notes, and minutes. Other deliverables may be. defined as result of meeting with WSDOT or other agencies. Estimate total (46 hours) - $9,9$8.36 Project Management (6 hours) - $1,286.20 Project Control (5 hours) - $726.33 Meeting Management (21 hours) - $4,501.63 Management Reserve (15 hours) - $3,215 AS Expenses (450 Miles) - $258.75 Ageemenl Number_ WSDOT Form 140.089 EF ExhfiW A Page 1 of 1 Not Applicable r r iart! = 7� Agreement Number: WSDOT F m 14"89 EF Exhibit E Page 1 of 1 p1 f+rr�� ��T.���f+S ...� .t r: $ ► a w !J v S 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, 1. Surveying, Roadway Design & Plans Preparation Section A_ Survey Data Not applicable at this time. B. Roadway Design Files Not applicable at this time. C. Computer Aided Drafting Files Not applicable at this time. Agreement Number. WSDOr Form 14"89 EF Farhfbit C Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency To be determined. F. Specify What Agency Furnished Services and Information is to Be Provided To be determined. Agreeinent Number: WSDU7 Form 140-089 EF Exhlblt C Page 2 of 4 ll: Any Other Electronic Files to Be Provided To be determined. lll. Methods to Electronically Exchange Data Email, FTP Site, Removable Storage Device WSDQT Form 140089 EF Exhfbft 0 Page 3 of 4 A. Agency Software Suite Not applicable at this time. B. Electronic Messaging System Email, FTP Site, Removable Storage Device C. File Transfers Format To be determined. WSDDt FMW 140-084 EF Exhibit C Page 4 of 4 �-. r - � !-0 Y ; L'*;r'.r�.�''.�'�.�rP ant c, -,F c ompeitaTu z Estimate total (46 hours) - $9,988.36 Project Management (6 hours) - $1,286.20 Project Control (5 hours) - $726.33 Meeting Management (21 hours) - $4,501.63 Management Reserve (15 hours) - $3,2I5.45 Expenses (450 Miles) - $2.58.75 Consultant Fee Determination Summary Below: Specific Rates of Pay Fee Schedule (other staff may be added with approval from client) Job TitletDiscipline HQurly Rate Overhead Q 115% Profit @ 300% Rate Per Hour Project Manager Project Controller Senior Planner WSDOT Form 140-089 EF Exhibit D 84.13 96.75 25.24 206.12 57.01 65.56 17.10 139.67 52.88 60.81 15.86 129.56 Agreement Number_ Page i of i `. , Washington State ; f Department of Transportatlen Jane S, 2014 TO. Erik Jonson, WSDOT Contracts Administrator MS 47323 Memorandum FROM: Martha Roach, Agreement Compliance Audit Manag ?1*1- SUBJECT: Jacobs North Anneriem Infrastructure (NAI) Indirect Cost Rate for fiscal year end September2l, 2013 We aceept the audit work performed by Cleary Government Services LLC rolated to Jacobs NAI and the Indirect Cost Rate for the above referenced fiscal year. Cleary Government Services audited the Jacobs NAI indirect costs far counpliance with Federal Acquisition Regulations (FAR), Subpart 31; our office did not review their audit work. Based on the work performed by the CPA's, we are issuing this memo establishing the Jacobs NAI Indirect Cost Rate for fiscal year ending September 27, 2013, at 11 5.01 % of direct labor for At -Office Rate, and 91.85% of direct labor for At -Site Rate.. Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. This was not a cognizant review. Any other entity contracting with the firm is responsn'ble for determining the aeeeptability of the Indirect Cost Rate. If you have any questions, feel free to call me at (360) 705-7006 or via email at roachma@wsdot.wa.gov. Attachment cc: Steve McKerney File DOT Form zna.uoe eF lkhhM SW 4-4 Y �r7.rvv' a-nda.r 4i Ste! ��a✓d :,'Wr There isn't any sub -consultant participation at this time_ The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub -Contracting" of this AGREEMENT. Agreement Number: WSDOT Form 140-089 EF !xh}bit E Pag9 i of 1 h"5 7f, F During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination ondiscrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time thereinafter 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 procureilnent 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 CONSSULTANT'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: WSOOT Form 14[) Wg EF Exhi6Jt F 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 whose address is and that neither the above furn 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 Bron, 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 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 laves, both criminal and civil- -Jacobs Engineering Group Inc. Consultant (Firm Name) i _. C" � "_�_ r signature (Authorized 0frVai of Consulbnt) Date Agreement Number. WSDQT Form 140-089 EF Exhfblt 6 page 1 of } Exhibit G -'i (b) Certification of I hereby certify that I am the: Kittitas County Engineer ❑ Other of the Kittitas County Public Works Department , 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. _<2�ez Sig re 6//7 / Date Agreement Number: WSDQT Forvn 144-069 EF Exhibit G Page 1 aP 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. Arc 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) tennidnated for cause or default. II. Where the prospective primary participant is unable to c Wify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Jacobs Engineering Group Inc. Consultant (Firm Name) Signature {Auth(mized offldal of Consultant) Date Agreement Number: WSDOT Form 140-089 EF Exhibit G page 1 of f Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Finds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, a officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Forth 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 masse 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 5100,000, and that all such sub -recipients shall certify and disclose accordingly. Jacobs Engineering Group Inc. CmwItant(Firrn Name) S�nattre (Authorized OiBdal of CmsultanQ Data Agreement Number: WSDOT Farm 140-089 EF ExWblt G Page 1 fir f U �','xep-7.' fA)"�r s Lha,blift',,hor _ ..,�.i�...—e.�+rr.� aa.�.� ,� �-..�.�.=-.ter t�.�:��r,�c-w� rs..f��. �wr• r. To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal Relations and Insurance of this Agreement is amended to S 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 uncial institution. Self-insurance through documentation of a separate fiord 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 contmct, 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: Cast 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. Agmen=[ Number WW OT Form 14"89 EP Exhibit H Page 7 of 1 r va/Design E —L f L'. w.��ri�.�rr�..�r � o �-.�.-r�:.�..� ��w�ri �s.s�r� �� r.� .,�wrr_.�.�r+�-.u..�....r�a.. �.�.R�,uw►��-i s-.rr. 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 forthe resolution and/or cost recovery procedures in those instances wheie 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 Z Project Manager Documents the Alleged Consultant Dem Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Puhlic Works or Agency Engineer's coneurrened, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant Atter 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, isnot able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number. WSDOT Form 140-089 FF Exhibit 1 Gage 'l Step S 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 errors) 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. LF, 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. Aweement Number: WSDOT Form 140.08$ EF Exhibit ! Page 2 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; y 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 Addiflonal Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claire. Inform the consultant that the final payment for the agreement is subject to audit_ No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement N'wnber: MDOT Form 140-089 15F Exhibit J� - - - - Rage 1 of 2 Step 3 Preparation of Snpport 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 surnmation of hours by classification for each firm that should be included in the claim; Any correspondence that directed the consultant to perform the additional work, • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WS DOT Local Programs and FRWA 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 Chdm(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 WSDOT'Form 140-088 &F ExhiNt J Page 2 of 2