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HomeMy WebLinkAboutR-2023-002 Resolution authorizing acceptance of a Highway Safety Improvement Program (HSIP) Award for Systemic Pedestrian Safety Improvements Project 2675A RESOLUTION RESOLUTION NO. R-2023-002 authorizing acceptance of a Highway Safety Improvement Program (HSIP) award for the Systemic Pedestrian Safety Improvements, City Project 2675 WHEREAS, the Yakima City Council has established that the creation and approval of a Local Road Safety Plan to prioritize implementation of systemic safety improvements is a priority; and WHEREAS, in order for projects to be eligible for Highway Safety Improvement Program (HSIP) funding, projects must be identified in a Local Road Safety Plan, and WHEREAS, the City of Yakima has received a grant from the Highway Safety Improvement Program, requiring no local matching funds, to upgrade signal controllers at intersections throughout Yakima to allow for leading pedestrian intervals, and to install curb extensions at the North 5th Avenue and D Street intersection; and WHEREAS, the City Council finds that it is in the best interests of the City of Yakima and its residents to accept the HSIP grant award for the purpose of improving pedestrian safety by upgrading signal system controllers to allow for leading pedestrian intervals, and installing curb extensions at the intersection of 5th Avenue and D Street, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to accept the HSIP grant, attached hereto and incorporated herein by this reference, not to exceed Three Hundred and Seventeen Thousand Dollars ($ 317,000.00) as described in the Grant Award Letter. ADOPTED BY THE CITY COUNCIL this 3rd day of January, 2023. Sonya Claar Tee, City Clerk (1 Janice Deccio, Mayor 1 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.G. For Meeting of: January 3, 2023 Resolution authorizing acceptance of a Highway Safety Improvement Program (HS I P) Award for Systemic Pedestrian Safety Improvements Project 2675 Scott Schafer, Director of Public Works * Bill Preston, City Engineer - (509) 576-6754 SUMMARY EXPLANATION: The City of Yakima was selected to receive the 2022 City Safety Program funding through the federal Highway Safety Improvement Program (HS I P) in the amount of $317,000, for the Systemic Pedestrian Safety Improvement Project 2675. Systemic Pedestrian Safety Improvements will involve installing new controllers and modules on existing signal systems to allow them to be programmed for leading pedestrian intervals. The following intersections will receive signal system upgrades: • W. Lincoln Ave & N 5th Ave. • E. Yakima Ave. & N 3rd St. • E. MLK Jr. Blvd. & N. 1st St. • E. Lincoln Ave. & N. 1st St. • E. Yakima Ave. & 8th St. • E. Yakima Ave. & 6th St. • W. Nob Hill Blvd. & S. 24th Ave. • N. 40th Ave. & River Rd/Powerhouse Rd. • W. Mead Ave. & S. 3rd Ave. • E. Walnut & S. 6th St. There will also be safety improvements at the intersection of 5th Avenue and D Street. Those improvements will include curb extensions, or bulb outs, as well as painted crosswalks. Construction is expected to begin in 2023 and is 100% HSIP funded with no local match required. ITEM BUDGETED: STRATEGIC PRIORITY: No Public Safety 2 APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description Upload Date Type D resolution 12/20/2022 Cotter Memo D Award Letter 10/11/2022 Backup Material 4 Washington State Transportation Building WI De artment of Trans rtation 310 Maple Park Avenue S.E. p � P.O.Box 47300 Olympia,WA 98504-7300 360-705-7000 TTY:1-800-833-6388 www.wsdot.wa.gov September 13, 2022 NIr. Bill Preston,PE Public Works Director City of Yakima 129 North 2nd Street Yakima, Washington 98901 Systemic Pedestrian Safety Imnprovemnents 2022 City Safety Selections Federal Funding Dear Mr. Preston: WSDOT is pleased to advise you that the above-mentioned safety project was recently selected to receive funding through the Highway Safety Improvement Program(HSIP). The federal funding is limited to the amount shown below: Systemic Pedestrian Safety Improvements $317,000 Scope: See attached Project Summary—delivered as one contract. NOTE: The project is eligible for 100%HSIP funding,for all phases authorized prior to April 30, 2026.If any phase is not obligated by this date, remaining funding will be rescinded, and the agency will need to re-compete for funding or construct the project with local funds. Scope and funding modifications require prior approval from WSDOT Local Programs. In order to meet state and federal requirements,the following are required: ■ Project expenditures incurred before receiving notice from Local Programs of federal fund authorization are not eligible for reimbursement. • Please refer to the Local Programs web page for detailed information, including: (http://www.wsdotwa.govilocalprograms/) ✓ Local Agency Guidelines (LAG)manual for the requirements regarding programming, authorization,reimbursement, etc.; ✓ Projects utilizing federal funds must be included in your current Transportation Improvement Program(TIP) as a complete programmed project. Once your TIP amendment is approved,WSDOT will amend the Statewide Transportation Improvement Program (STIP); ✓ Funding and billing forms; ✓ Local Project Report is required to be completed by the end of June and December each year. To access the database you will need an account name and password. Your account name is Yakima and your password is Yakim007. The password is case sensitive. • If the project is not actively pursued, or becomes inactive (23 CFR 630),the project is at risk of being cancelled, and funds reprogrammed. • FHWA requires that all projects are ADA compliant upon completion or the federal funds must be repaid. 5 Bill Preston City of Yakima 2022 City Safety Selections September 9, 2022 As a reminder, Local Programs requires all agencies to submit monthly progress billings to ensure timely reimbursement of eligible federal expenditures. For assistance please contact Randy Giles, your Region Local Programs Engineer at 509.577.1780. Sincerely, Jay Drye, PE Director Local Programs JD:st:ml Enclosure cc: Christina Wickenhagen, Executive Director, YVCOG Randy Giles, South Central Local Programs Engineer Project Summary Program: 2022 City Safety Program 6 Date:August 2022 Agency: City of Yakima Project Title:Systemic Pedestrian Safety Improvements Project Description: Install leading pedestrian intervals and curb extensions. Detailed Project Description Upgrade signal controllers and install leading pedestrian intervals. Install curb extensions. Locations: 1. Upgrade signal controllers and install leading pedestrian intervals: a. W Lincoln Ave and N 5th Ave b. E Yakima Ave and N 3rd Street c. E MLK Jr Blvd and N 1st St d. E Lincoln Ave and N 1st St e. E.Yakima Ave and 8th St f. E Yakima Ave and 6th St g. W Nob Hill Blvd and S 24th Ave h. N 40th Ave and River Rd/Powerhouse Rd i. W Mead Ave and S 3rd Ave j. E Walnut and S 6th St 2. Install curb extensions: a. N 5th Avenue and D Street Project Schedule(Estimated) Project added to the STIP 2/23 Project agreement signed with WSDOT Local Programs 3/23 Begin PE (phase authorized by FHWA through WSDOT) 6/23 Community/stakeholder engagement complete 9/23 Environmental documents approved by WSDOT 9/23 Begin right-of-way(phase authorized by FHWA through WSDOT) N/A Right-of-Way completed (certification by FHWA through WSDOT) N/A Contract advertised 10/23 Contract awarded 11/23 Construction complete 6/24 Page 1 of 2 Project Cost and Award Amount 7 Phase Total Cost Local Match Amount Awarded Preliminary Engineering $45,000 $0 $45,000 Right-of-Way $0 $0 $0 Construction $272,000 $0 $272,000 Total $317,000 $0 $317,000 * Project must obligate construction funds by April 30, 2025 to waive the 10%local match requirement for the construction phase. If you agree to the project summary described above, please sign or electronically sign below and return to Ed Spilker at Ed.Spilker@wsdot.wa.gov. Concurrence: I agree to the project summary described above. Approving Authority Name(Print): BID Preston Approving Authority Signature: --'r^"'`^ Date: 0//Z Page 2 of 2 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): Gray& Osborne, Inc. Address Federal Aid Number 1130 Rainier Ave S., Suite 300, Seattle, WA 98144 UBI Number Federal TIN or SSN Number 600 087 923 91-0890718 Execution Date Completion Date December 31, 2025 1099 Form Required Federal Participation ❑ Yes No ❑� Yes ID No Project Title N. 5th Avenue and W. 'D' Street Intersection Description of Work Preliminary and Final Design Engineering Services(including Limited Survey,Mapping, and Bid/Award Services) ❑ Yes ❑� No DBE Participation Total Amount Authorized: $42,500.00 ❑ Yes Q No MBE Participation Management Reserve Fund: $0 ❑ Yes Q No WBE Participation Maximum Amount Payable: $42,500.00 ❑ 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: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 02/01/2021 THIS AGREEMENT, made and entered into as shown in the "Execution Date"box on page one(1) of this AGREEMENT,between the City of Yakima hereinafter called the "AGENCY,"and the"Firm/Organization Name" referenced on page one(1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS,the AGENCY desires to accomplish the work referenced in"Description of Work"on page one(1) of this AGREEMENT and hereafter called the "SERVICES;"and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised D2/01/2021 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary,the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i)certified mail,return receipt requested, or(ii)by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Bill Preston Name: Michael B. Johnson Agency: City of Yakima Agency: Gray& Osborne, Inc. Address: 129 North Second Street Address: 1130 Rainier Ave S. Suite 300 City: Yakima State: WA Zip: 98901 City: Seattle State: WA Zip: 98144 Email: Bill.Preston@yakimawa.gov Email: mjohnson@g-o.com Phone: (509) 575-6000 Phone: (206)284-0869 Facsimile: (509) 576-6614 Facsimile: (206)283-3206 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Agreement Revised 02/01/2021 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor,materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D"and"E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. 1. Direct(RAW)Labor Costs: The Direct(RAW) Labor Cost is the direct salary paid to principals, professional,technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate(ICR)Costs: ICR Costs are those costs, other than direct costs,which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D"and"E"of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit,up to the Maximum Total Amount Payable, authorized under this AGREEMENT,when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits"D"and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT(prime and all A&E sub-consultants)will submit to the AGENCY within six(6)months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their A&E sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. (excluding Meals,which are reimbursed at the per diem rates identified in this section) These charges may include,but are not limited to, the following items: travel,printing,long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air,train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and revisions thereto. Air,train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR)Part 31.205-46 "Travel Costs."The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 02/01/2021 4. Fixed Fee: The Fixed Fee,which represents the CONSULTANT'S profit, is shown in attached Exhibits"D" and"E"of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled"Termination of Agreement." 5. Management Reserve Fund(MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$100,000 or 10%of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements"of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct(RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct(RAW)Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names,titles,Direct(RAW)Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable,upon receipt of all PS&E,plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty(30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty(20)working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 02/01/2021 D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six(6)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six(6)year period,the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any,will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A"attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E"attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission,percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage,brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 02/01/2021 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees,without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F"in every sub-contract, including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten(10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default,the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination,the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 02/01/2021 date of termination,whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event,the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall,within 15 days,notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50%or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 02/01/2021 XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE)and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable;provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier,or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and(b) the STATE and/or AGENCY,their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions resulting from STATE and/or AGENCY's,their agents', officers'and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may, in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 02/01/2021 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required,the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1)used in an amount not less than a one million dollar($1,000,000.00)combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the"AIs"),with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14)days of the execution of this AGREEMENT to: Name: Bill Preston Agency: City of Yakima Address: 129 North Second Street City: Yakima State: WA Zip: 98901 Email: Bi11.Preston@yakimawa.gov Phone: (509) 575-6000 Facsimile: (509) 576-6614 No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00),whichever is greater,unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 02/01/2021 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time,by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT,whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT,the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2) delivery or completion schedule, or both; and(3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any"request for equitable adjustment,"hereafter referred to as "CLAIM," under this clause within thirty(30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and(B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2"Certification Regarding Debarment, Suspension and Other Responsibility Matters -Primary Covered Transactions,Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3"is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit"G-4"is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 02/01/2021 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation,promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations,warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The"State's Confidential Information"includes,but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers,financial profiles, credit card information, driver's license numbers,medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data,proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge,publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT,the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY; or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT;the purpose(s) for which the State's Confidential Information was received;who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection,review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 02/01/2021 Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information,monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as"Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information"is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v)is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt,unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information"or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants'information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents"shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information("ESI"), that is in the possession, control, or custody of the CONSULTANT, including,without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals,plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes,reports, records, telegrams, schedules, diaries,notebooks, logbooks, invoices, accounting records, work sheets, charts,notes, drafts, scribblings, recordings, visual displays,photographs, minutes of meetings, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 02/01/2021 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped,recorded,written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing,whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including"Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook,Word, Excel,Access,Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers,backup tapes, smart phones, thumb drives, CDs, DVDs,floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and/or modified. The CONSULTANT shall include this section XX"Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1)of this AGREEMENT. 11/2/23 Signature Date Signature Date CITY CONTRACT NO: 4-rir SOLUTION NO: Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 02/01/2021 Exhibit A Scope of Work Project No. See Attached Exhibit A Agreement Number: Exhibit A-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 EXHIBIT A SCOPE OF WORK CITY OF YAKIMA SYSTEMIC PEDESTRIAN SAFETY IMPROVEMENTS PROJECT NORTH 5TH AVENUE AND WEST `D' STREET INTERSECTION PROFESSIONAL ENGINEERING SERVICES INTRODUCTION The purpose of this Contract is for Gray&Osborne, Inc. to provide engineering and related services necessary to develop preliminary and final plans, specifications, and cost estimates (PS&E) suitable for the bid, award, and construction of the City of Yakima's North 5t''Avenue and West `D' Street project. The project is a part of the City's Systemic Pedestrian Safety Improvements project funded by a grant from the FHWA Highway Safety Improvements Program. The design will include: Sidewalk and Curb Ramps • Curb and gutter, ADA compliant curb ramps, curb extensions, and associated landings on the four corners of the intersection of North 5th Avenue and West 'D' Street and associated HMA repair. Crosswalks, Channelization and Signage • Channelization will be replaced in disturbed areas to continue the existing lane configurations. Crosswalk striping will be added on all four legs of the intersection. • Existing signs will be relocated/replaced as needed. Storm Drainage • Storm drainage structure locations may be adjusted to the new curb locations to collect stormwater. The engineering and related services contemplated for this project will generally include topographic survey and mapping, identifying right-of-way, developing conceptual drawings, coordinating with funding and regulatory agencies, environmental review, and developing detailed project cost estimates. After the concept has been reviewed by the City, development of final PS&E products and bid/construction documents will be completed. Our scope of work is more fully detailed below. Page 1 of 5 Task 1 —Project Management Objective: Provide overall project management of Gray& Osborne resources, monitor, and manage budget, manage and oversee the schedule of deliverables, manage quality assurance/quality control (QA/QC)program, and provide client contact. Task 2—Survey and Mapping Objective: Establish vertical and horizontal control and acquire pertinent topographical features suitable to support the design and mapping of project corridor. Work shall also identify existing right-of-way lines within project limits and all intersecting public rights- of-way(streets and alleys). It will also include property lines. Property lines will be shown at their approximate locations based on existing publicly available information. Services include: 1. Establish vertical and horizontal control for survey and mapping at a scale of 1"=20' horizontal and 1"-5'vertical. Datum will be per City of Yakima standards/requirements. Coordinate survey work with City of Yakima. Provide(set or establish) a minimum of two survey control points for vertical and horizontal control within project area. Task 3—Project Funding and Regulatory Agencies Coordination Objective: Assist the City with coordinating the project with Washington State Department of Transportation, and other regulatory (environmental) and/or funding agencies to adhere to agency requirements. Task 4—Environmental Permitting and Cultural Investigation Objective: Comply with environmental requirements(NEPA)and acquire the various environmental approvals,permits, and environmental clearances necessary to allow construction of the project. Services include: 1. Prepare an Area of Potential Effects memorandum(APE memo) and NEPA-CE (categorical exclusion) form for submission to WSDOT Local Programs. 2. Prepare Hazmat memo. Page 2 of 5 Task 5—Utility Data Acquisition/Hydraulic Analysis (Storm) Objective: Acquire record drawings and map information from utility companies known to provide service in the project corridor. Obtain utility field locates from the One-Call Utility Locate Center. Size and locate storm water collection for this project. Services include: 1. Coordinate the relocation of power pole(s), as necessary for the project at the intersection of North 5th Avenue and West 'D' Street. Task 6— Preliminary Design (30 Percent) Objective: Use information generated in Tasks 1 through 5 to develop a preliminary design for the proposed improvements for the City's evaluation, review, and comment. Services include developing a detailed cost estimate of the preliminary design for City review and comment, and QA/QC reviews. Task 7—Semifinal Design Document Preparation (90 Percent) Objective: Develop design/bid/construction documents to the 90 percent level based on preliminary design documents (90 percent complete). Services include: 1. Prepare and submit project specifications to include proposal, contract, and bonding forms. This work assumes project specifications (including Special Provisions)will be based on the latest edition of the WSDOT Standard Specifications for Road, Bridge and Municipal Construction and amendments thereto. Task 8—Final Design Document Preparation (PS&E) Objective: Prepare final project plans, specifications, and cost estimates sufficient for bidding and constructing the project. Services include: 1. Send final plans and specifications to City, and WSDOT for approval to advertise. 2. Prepare and submit final project specifications to include contract, proposal,bonds, and insurance requirements,per City review and direction. Incorporate revisions or all previous applicable and relevant City comments. Prepare final and detailed engineer's construction cost estimate. 3. Include wording in specifications for signal controller upgrades for leading pedestrian interval in specifications. Page 3 of 5 Task 9—Quality Assurance/Quality Control Objective: Provide QA/QC reviews of engineering products to enhance overall quality of products. Prepare QA/QC review recommendations as further noted below. City will be invited to participate as desired. Task 10-Bid and Award Services Objective: Assist City in bidding and award services. Services include: 1. Prepare bid advertisement(s) for publication for City review and use. 2. Upon City authorization and direction, prepare and transmit both electronic and hard copies of bid documents to City. 3. Assist the City to answer bid inquires, and prepare addenda for distribution to bidders as necessary, in electronic format(PDF). Deliverables 1. Electronic file of all plans and specifications and addenda(as may be applicable)to the City. 2. Hard copy of plans (one full size copy) and specifications (one copy) and cost estimate to include any addenda(as may be applicable)to City. Additional hard copies to WSDOT or as required. Assumptions 1. Gray& Osborne shall notify abutting property owners within the project corridor and alert them of our survey work approximately 2-days prior to commencing survey on site. The City may, at its discretion,provide notification to abutting property owners regarding site survey access. 2. No right-of-way acquisition is included in this scope of work. If required, this work shall be included as a contract supplement at a later time. 3. The City shall be responsible for publishing costs of notices or permit fees required for the above items. 4. Only discipline reports for NEPA are Haz Mat and APE. Others would be extra. Page 4 of 5 CONSTRUCTION MANAGEMENT SERVICES Gray&Osborne, Inc. shall provide construction management services as may be further desired by the City of Yakima at the City's option. If the City elects to exercise this option, Gray& Osborne, Inc. shall prepare a scope and fee for this additional work for the City's review and approval. Since the extent of this work cannot be reasonably determined at this time, it will be prepared at the completion of the design phase as a contract supplement. Gray& Osborne, Inc. will also be entitled to subcontract work, for example material testing services, to a qualified firm as further approved by the City. Page 5 of 5 Exhibit B DBE Participation No DBE Participation. Agreement Number: Exhibit B-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include,but are not limited to, the following: I. Surveying, Roadway Design&Plans Preparation Section A. Survey Data AutoCAD 2020 B. Roadway Design Files AutoCAD 2020, Civil 3-D, AGi32 C. Computer Aided Drafting Files AutoCAD 2020 Agreement Number: Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant Agency shall have the right to review data when requested. E. Specify the Electronic Deliverables to Be Provided to the Agency Contract provisions: .pdf file Contract Plans: .pdf file F. Specify What Agency Furnished Services and Information Is to Be Provided Agency may provide City standard contract documents, such as Agreements,Bonds, and Proposal. Agreement Number: Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Electronic files to be emailed to Agency. Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 3 of 4 A. Agency Software Suite N/A B. Electronic Messaging System N/A C. File Transfers Format N/A Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 4 of 4 Exhibit D Prime Consultant Cost Computations See Attached Agreement Number: Exhibit D-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 EXHIBIT D CONSULTANT FEE DETERMINATION- SUMMARY SHEET (COST PLUS FIXED FEE) Project: City of Yakima- Systemic Pedestrian Safety Improvements Project North 5th Avenue and West'D' Street Intersection Direct Salary Cost(DSC): Estimated Estimated Discipline Required Hours Estimated Rate Amount Principal-in-Charge 10 $46 to '$75 $590 Project Manager 48 $42 to $75 $2,208 Project Engineer 88 $38 to $57 $3,696 AutoCAD/GIS Technician/Engineering Intern 120 $20 to $54 $5,040 Professional Land Surveyor(PLS) 16 $38 to $61 $720 Field Survey Crew(2 Person) 20 $55 to $94 $1,320 Total DSC: $ 13,574 Overhead (OH Cost- including Salary Additives) OH Rate @ 181.86%x DSC $ 24,686 Fixed Fee (FF) FF Rate @ 30.0%x Total DSC $ 4,072 Reimbursables Mileage(@ $0.65 per mile) $ 168 TOTAL: $ 42,500 Prepared by: Michael Meskimen, P.E. Date: November 2, 2023 EXHIBIT D Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule Title Hourly Rate Overhead 181.86% Profit 30% Rate Per Hour AutoCAD/GIS Tech./Engineering Intern $20 - $54 $36.37 - $98.20 $6.00 - $16.20 $62.37 - $168.40 Electrical Engineer $38 - $69 $69.11 - $125.48 $11.40 - $20.70 $118.51 - $215.18 Structural Engineer $36 - $67 $65.47 - $121.85 $10.80 - $20.10 $112.27 - $208.95 Environmental Tech./Specialist $28 - $52 $50.92 - $94.57 $8.40 - $15.60 $87.32 - $162.17 Engineer-In-Training $30 - $55 $54.56 - $100.02 $9.00 - $16.50 $93.56 - $171.52 Civil Engineer $35 - $55 $63.65 - $100.02 $10.50 - $16.50 $109.15 - $171.52 Project Engineer $38 - $57 $69.11 - $103.66 $11.40 - $17.10 $118.51 - $177.76 Project Manager $42 - $75 $76.38 - $136.40 $12.60 - $22.50 $130.98 - $233.90 Principal-in-Charge $46 - $75 $83.66 - $136.40 $13.80 - $22.50 $143.46 - $233.90 Resident Engineer $38 - $58 $69.11 - $105.48 $11.40 - $17.40 $118.51 - $180.88 Field Inspector $30 - $56 $54.56 - $101.84 $9.00 - $16.80 $93.56 - $174.64 Field Survey Crew(2 Person)* $55 - $94 $100.02 - $170.95 $16.50 - $28.20 $171.52 - $293.15 Field Survey Crew(3 Person)* $91 - $130 $165.49 - $236.42 $27.30 - $39.00 $283.79 - $405.42 Professional Land Surveyor $38 - $61 $69.11 - $110.93 $11.40 - $18.30 $118.51 - $190.23 Secretary/Word Processor* N/A N/A N/A N/A *Secretarial and clerical fees are not billed,but are included in the overhead multiplier listed. The same is true for accounting,bookkeeping,postage,in-house printing up to$150,word processing,computer use,computer-aided drafting,and telephone and fax costs All actual out-of-pocket expenses incurred directly on the protect are added to the billing. The billing is based on direct out-of-pocket expenses;meals,lodging, laboratory testing and transportation The transportation rate is$0 65 per mile or the current maximum IRS rate without receipt IRS Section 162(a). � on Washington State Development Division VI/ Department of Transportation Contract Services Office P P PO Box 47408 Olympia.WA 98504-7408 7345 Linderson Way SW Tumwater WA 98501-6504 TTY 1-800-833-6388 www wsdot.wa.gov August 16, 2023 Gray& Osborne, Inc. 1130 Rainier Avenue South,#300 Seattle,WA 98144 Subject: Acceptance FYE 2022 ICR—Risk Assessment Review Dear Melissa Drysdale: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2022 ICR of 181.86% of direct labor(rate includes 0.21 % Facilities Capital Cost of Money). This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates(a,wsdot.wa.Eov. Regards; SchWe �fajv� Schatzie Harvey(Aug 17,4.i23 15: PDT) SCHATZIE HARVEY, CPA Contract Services Manager SH:leg Exhibit E Sub-consultant Cost Computations If no 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. None. Agreement Number: Exhibit E-Local Agency AM Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit F - Title VI Assurances Appendix A & E APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the "contractor")agrees as follows: 1. Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, (Title of Modal Operating Administration),as they may be amended from time to time,which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. [Include Modal Operating Administration specific program requirements.] 3. Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race,color, or national origin.[Include Modal Operating Administration specific program requirements.] 4. Information and Reports: The contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books,records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal Operating Administration) to be pertinent to ascertain compliance with such Acts,Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the (Title of Modal Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the(Title of Modal Operating Administration) may determine to be appropriate, including,but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling,terminating, or suspending a contract,in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Title of Modal Operating Administration)may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Local Agency A&E Professional Services Cost Agreement Number Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color,national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color,national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation, and certain testing entities(42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color,national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures discrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Yakima Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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 Gray& Osborne, Inc. whose address is 1130 Rainier Ave S., Suite 300, Seattle, WA 98144 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage,brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay,to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Yakima 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. Gray& Osborne, Inc. Consultant(Firm Name) —7 ` � ,}'" - 11/2/23 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-1(b) Certification of City of Yakima I hereby certify that I am the: n City Engineer, Bill Preston,P.E. ❑ Other of the City of Yakima , and Gray& Osborne, Inc. 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 City of Yakima 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. 1/6/Z.3 Signature Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended,proposed for debarment,declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3)year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery,bribery, falsification or destruction of records,making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of any of the offenses enumerated in paragraph(1)(b) of this certification; and D. Have not within a three (3)year period preceding this application/proposal had one or more public transactions (Federal, State and local)terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Gray& Osborne, Inc. Consultant(Firm Name) 11/2/23 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation,renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00, and not more than$100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts,which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. Gray&Osborne, Inc. Consultant(Firm Name) : 11/2/23 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation(FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of N. 5th Ave. and W. 'D' St. Intersection * are accurate, complete, and current as of **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Gray&Osborne, Inc. President Signature Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e g project title) **Insert the day,month,and year,when price negotiations were concluded and pnce AGREEMENT was reached ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract pace was agreed to. Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $N/A • The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ N/A . Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract,whichever is greater, then justification shall be submitted to the Federal Highway Administration(FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ N/A • Include all costs, fee increase,premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: Exhibit H-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s)is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence,the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs,records of labor,materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP,through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant,proceed to Step 5. Agreement Number: Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work,they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1,the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer,WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved,the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim,the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof,which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation,payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify(in writing)the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: Exhibit J-Local Agency ASE Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 Washington State vls Department of Transportation Supplemental Agreement Organization and Address Number 1 Gray&Osborne,Inc Original Agreement Number 1130 Rainier Avenue South,Suite 300 Seattle,WA 98144 HSIP-0005(662) Phone: (206)284-0860 Project Number Execution Date Completion Date December 31,2026 Project Title New Maximum Amount Payable N 5th Avenue and W 'D'Street Intersection $112,400.00 Description of Work Construction management services The Local Agency of City of Yakima desires to supplement the agreement entered in to with Gray&Osborne,Inc and executed on November 8,2023 and identified as Agreement No. HSIP-0005(662) All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: See attached Exhibit A-1 I I Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: No Change III Section V, PAYMENT, shall be amended as follows: See attached Exhibit D-1. 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. 1 r J/�,� By:Michael.B Johnson,P E,President By: \/ 1U U �J�-�•Q� Consultant Signature Appr uthority gnature Date DOT Form 140-063 CITY CONTRACT NO' - Revised 09/2005 RESOLUTION NO" 211�+i•2'/1�� EXHIBIT A Summary of Payments Basic Agreement Supplement No. 1 Total Direct Salary Cost $13,574 $20,244 $33,818 Overhead (Including Payroll Additives) $24,686 $38,148 $62,834 Direct Non-Salary Costs $168 $495 $663 Fixed Fee $4,072 $6,073 $10,145 Subconsultant $0 $4,940 $4,940 Total $42,500 $69,900 $112,400 EXHIBIT A-1 SCOPE OF WORK CITY OF YAKIMA SYSTEMIC PEDESTRIAN SAFETY IMPROVEMENTS PROJECT NORTH 5TH AVENUE AND WEST `D' STREET INTERSECTION CONSTRUCTION ENGINEERING SERVICES INTRODUCTION The Consultant shall perform those tasks as listed herein to assist the City during the construction phase of the project, to include coordination with regulatory and funding agencies, adjacent property owners, utility companies, and the Contractor. CONSTRUCTION MANAGEMENT SERVICES It is the intent of this scope to provide services for the duration of the contract (35 working days). Task No. Task 1. Project Management—Provide overall project management to include resource allocation management, client contact, and coordination with various project stakeholders including, but not limited to, WSDOT Local Programs, Transportation Improvement Board(TIB), City, Contractor, abutting property owners (as needed), utility companies, and regulatory agencies during the construction phase of project. 2. Preconstruction Services a. Organize and lead the preconstruction conference (prepare agenda in accordance with appendix 52.101 of the LAG Manual, send out invitations, conduct meeting, and prepare/distribute meeting minutes) in accordance with appendix 52.102 of the LAG Manual, and issuing a formal Notice to Proceed. Coordinate with WSDOT Local Programs as needed. b. Review Contractor's schedule, and provide comments to Contractor and Agency as applicable. Page 1 of 4 3. Contract Administration a. Assist the City with preparation of reimbursement requests to WSDOT and TIB. b. Provide submittal/RAM/QPL review; update and manage the Record of Materials (ROM)with submittal information; and material testing information, evaluate Contractor's Schedule of Values for lump sum items and verify allocations are made in accordance with the requirements of the Contract Documents. Review/track traffic control files c. Track, review and evaluate Request for Information from Contractor. Manage responses to RFIs. d. Subcontractor tracking; review of requests to sublet, statement of intent to pay prevailing wages, complete wage rate interviews, submit PR1391 and PR1392 forms to WSDOT if applicable, in accordance with Section 1-08.1. e. Prepare monthly progress (pay)estimates and review with Contractor and City. Prepare WSDOT backup for quantities paid each month. Assist City with WSDOT project billing forms. f. Prepare up to two change orders. Represent the City's interest in negotiation of change order with the Contractor. Provide independent estimate and record quantity measurements of material, equipment, and manpower for determining costs for change orders. Prepare change orders for execution by the City and Contractor subject to approval of the City and WSDOT Local Programs. This task does not include any work for new or additional design tasks nor additional survey work as may be related thereto depending on the nature of the change order(s). g. Conduct construction meetings with the Project Manager, the Contractor, City's representative, various regulatory or funding personnel, utility companies, and other stakeholders deemed necessary to help facilitate construction and construction coordination. The City shall provide a minimum of 24-hours notice to the consultant prior to requested meetings. Note: this item assumes up to 2 meetings/site visits by the Project Manager. h. At substantial completion, coordinate with the City,prepare a punchlist of items to be completed or corrected. Page 2 of 4 i. Coordinate final walk-thru of the project with the City, Contractor, WSDOT(as needed), and Project Manager prior to recommending project acceptance. j. Provide copies of all project paperwork to the City. 4. Field Inspection a. Provide part-time on-site observation services (up to 214 hours over the course of 35 working days)to observe the progress of the work and determine, in general, whether the work is proceeding in accordance with the Contract Documents and notify Contractor of non-compliance. Inspection will not be required at all times depending on the Contractor's daily work efforts. At these times it will be the Engineer's judgement, with concurrence from the City, as to the level or inspection effort required. b. Review means and methods employed by Contractor and materials delivered to the site. Provide field documentation to include: Inspector's Daily Report, field note records, Weekly Quantity Reports,Weekly Working Day Reports, and Daily Report of Force Account Worked, wage rate interviews, and other pertinent documentation. Confirm quantities for payment with Contractor in the field. 5. Survey Staking a. Provide control points as shown in the Plans to allow for construction staking. b. Provide one-time construction staking for: 1. Clearing limits; 2. Sawcut locations; 3. Storm drainage and piping; 4. Top back of curb (or other curb location as requested by the contractor). 6. Material Testing(subconsultant) a. Coordinate and provide material and compaction testing services with Baer b. Review material testing results and arrange for additional testing as needed. Page 3 of 4 7. Project Closeout Services a. Assist the City in closing out the project,prepare notice of completion form, Final Project Voucher, in compliance with State and Federal law. b Provide project files to the City and WSDOT if requested. c. Prepare the TIB Contract Completion UCE for execution and submittal by the City. Page 4 of 4 EXHIBIT D-1 CONSULTANT FEE DETERMINATION- SUMMARY SHEET (COST PLUS FIXED FEE) Project: City of Yakima- Systemic Pedestrian Safety Improvements Project North 5th Avenue and West'D' Street Intersection Direct Salary Cost(DSC): Estimated Estimated Discipline Required Hours Estimated Rate Amount Principal-in-Charge 10 $46 to $62 $570 Project Manager 60 $42 to $50 $3,000 Project Engineer 120 $38 to $43 $5,160 Resident Inspector 214 $20 to $45 $9,630 Professional Land Surveyor(PLS) 6 $38 to $54 $324 Field Survey Crew(2 Person) 24 $55 to $65 $1,560 Total DSC: $ 20,244 Overhead (OH Cost- including Salary Additives) OH Rate @ 188.44%x DSC $ 38,148 Fixed Fee(FF) FF Rate @ 30.0%x Total DSC $ 6,073 Reimbursables Mileage(@$0.67 per mile) $ 495 Subconsultant Cost: Baer Testing $ 4,940 TOTAL: $ 69,900 Prepared by: Michael Meskimen, P.E. Date: October 9, 2024 :(509)469-3068 I 8:(509)469-3070 1106 Ledwich Ave. ®:www.baertesting.com Baer Testing Yakima,WA 98902 & Engineering, Inc. Project Name: Systemic Pedestrian Safety Improvements Date: 10/1/2024 Bid Date: 10/2/2024 Item: Qty: Unit Rate: Total: Notes: SOIL/AGGREGATE TESTING AND INSPECTION: T99-T180/D698-D1557 Moisture Density Determination (Proctor),each _ 3 $ 200.00 $ 600.00 T27/C136 Sieve Analysis of Aggregates 3 $ 100.00 $ 300.00 T176/D2419-Sand Equivalent,each $ 100.00 $ - T335/D5821-Fractured Face Count,each $ 100.00 $ - Technician to Perform Soil/Aggregate Density Testing, per hour 12 $ 65.00 $ 780.00 6 Trips Technician to Sample Soil/Aggregate,per hour 2 $ 65.00 $ 130.00 1 Trip CONCRETE TESTING AND INSPECTION: T22/C39-Compressive Strength of Concrete Specimens(6x12"or 4x8"),each 15 $ 25.00 $ 375.00 Technician to Perform Concrete Testing,per hour _ 9 $ 65.00 $ 585.00 3 Trips Inspector to Perform Rebar Inspection, per hour $ 75.00 $ - Technician to Pickup,Process,and Transport Cylinders, per hour 6 $ 65.00 $ 390.00 3 Trips ASPHALT TESTING AND INSPECTION: T209/D2041-Theoretical Maximum Specific Gravity(Rice),each 1 $ 100.00 $ 100.00 T30-T308/D5444-D6307-Asphalt Content and Mechanical Analysis of HMA,each 1 $ 200.00 $ 200.00 Technician to Perform Asphalt Density Testing, per hour 8 $ 65.00 $ 520.00 1 Trip Technician to Pickup and Transport Asphalt Samples, per hour 2 $ 65.00 $ 130.00 1 Trip MISCELLANEOUS CHARGES AND COSTS: Equipment Charge, per trip 16 $ 40.00 $ 640.00 Overtime Surcharge-Before 8AM or After 5PM and Excess of 8 Hours, per hour 1.5 X HOURLY RATE Testing Manager,per hour 2 $ 95.00 $ 190.00 Chief Engineer(PE), per hour $ 165.00 $ - Administrative/Clerical,per hour $ 50.00 $ - Subcontractred Services, Lump Sum Cost+15% ESTIMATED BUDGET GRAND TOTAL: $ 4,940.00 Pg.l Revised 2/9/2022 THIS INFORMATION IS PROPRIETARY AND CONFIDENTIAL,IT SHALL NOT BE DUPLICATED,REPRODUCED,OR DISTRIBUTED. 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