HomeMy WebLinkAbout06/15/2010 17 Railroad Grade Separations Project Agreements with Berger/ABAM Engineers, Inc. and Haddad Drugan, LLC. BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
• AGENDA STATEMENT
Item No. �� 17
For Meeting of June 15, 2010
ITEM TITLE: Consideration of a Resolution authorizing the City Manager to execute the
following agreements for design, construction engineering and management for the Railroad
Grade Separations Project: A) Supplement No. 7 of the Professional Services Agreement
with Berger /ABAM Engineers, Inc. for design completion of the Martin Luther King, Jr.
Boulevard (MLK) Underpass, and B) Personal Services Agreement with Haddad Drugan,
LLC, for developing plans and specifications for the fabrication and installation of the
aesthetic components of the project.
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SUBMITTED BY•.. Michael Morales, Director of Community and Economic Development
CONTACT PERSON/TELEPHONE: Doug Mayo, City Engineer — 576 -6678
SUMMARY EXPLANATION:
A) The City has engaged Berger /ABAM to provide design and administrative services for the
development of the Lincoln Avenue and Martin Luther King, Jr. Boulevard (MLK) Grade
Separations Project. In July of 2009, the City Council approved Supplement No. 6, which added
project management, construction services and engineering support during construction to the
Scope of Services to be performed by Berger /ABAM. The design of Lincoln Avenue was
completed and an Invitation to Bid was published in November of 2009. Favorable bids were
received that were about $3 million beneath the Engineer's Estimate.
Supplement No. 7 will cover the additional costs required to complete the design of the MLK
Underpass. The . increased costs are a result of more extensive design changes and delays
required during BNSF negotiations that used more funds than anticipated. The work that will be
covered by Supplement No. 7 is detailed on the attached Scope of Work. This work was a
necessary component of the extended negotiations with BNSF for right of way on this project,
but was not included in the Berger /ABAM project scope of work duties at that time.
(continued on Page Two)
Resolution X Ordinance • Contract X Other (Specify)
Funding Source:. Cumulative Reserve for Capital Improvements; Fund 392 .
APPROVED FOR SUBMITTAL: "
City Manager
STAFF RECOMMENDATION: Approve resolution authorizing the execution of
Supplement No. 7 for the Consultant Services Agreement
with Berger /ABAM, and authorizing the execution of the
Personal Services Contract with Haddad Drugan, LLC.
® BOARD /COMMISSION /COMMITTEE RECOMMENDATION:
COUNCIL ACTION:
Page Two
Berger /ABAM incurred these expenses in good faith on behalf of the City to facilitate the
alternative design required by BNSF for right of way for the project. The additional expense is
- fully funded from the budget for the project. Altogether, including this amendment,
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Berger /ARAM's professional services agreement amounts to $4,179,244. This amendment of
$190,000 is 4.5% of the total professional services agreement.
B) As part'; of the Yakima. Railroad Grade Separations Project, the City received authorization
from the Federal Highway Administration to use up to $750,000 of Federal Funds on project
aesthetics. In the summer of 2008, the City worked closely with Allied Arts Commission
(Commission) to select an artist to develop the project aesthetics. The Commission contacted
seven artists and requested designs from each. The top three were then invited to present to
the Commission their design concepts. The concept presented by HADDAD /DRUGAN, LLC,
was chosen by the Commission. As the Lincoln Avenue Underpass is fully funded and the
Martin Luther King, Jr. Boulevard underpass is pending full funding, only design for the Lincoln
Avenue Underpass, has been started, and only half of the funding ($375,000) can be used.
Since City 'Council approved a previous personal services contract with HADDAD /DRUGAN,
LLC, on August 5, 2008, Resolution R- 2008 -124, our consultant Berger /ABAM Engineers and
Allied Arts have been working closely with them over the past year and a half on the design of
the aesthetics for the Yakima Railroad Grade Separations Project. Recently, we were made
aware that since the artists themselves would not be fabricating the "Bins of Light" art piece, we
will be required to request bids from fabricators and installers for the "Bins of Light ". This will
require a much more detailed set of plans and specifications than was included in the original
scope. It was also always intended that we would need to supplement the agreement for the
artist's guidance and expertise of the fabrication and installation of the art piece.
This second personal services agreement with Haddad Drugan, LLC will be for developing
plans and specifications for the fabrication and installation of the "Bins of Light" art piece. The
Personal Services Agreement will be for an amount not to exceed $35,000 and will lengthen the
agreement term to July 31, 2015, by which time the art work for both underpasses should be
completed.' Funds have already been invested to prepare the concrete beam that will support
the "Bins ofLLLLLight" art piece.
.
1 •
410 RESOLUTION NO. R- 2010 -_
A RESOLUTION authorizing the City manager to execute the following agreements for . design
and construction engineering and management for the Railroad Grade Separations Project: A)
Supplement No. 7 of the Professional Services Agreement with Berger /ABAM Engineers, Inc. for
design completion of the Lincoln Avenue and Martin Luther King, Jr. Boulevard (MLK) underpasses,
and B) Professional Service Agreement with Haddad Drugan, LLC, for developing plans and
specifications for the fabrication and installation of the aesthetic components of the project.
WHEREAS, the City of Yakima has previously selected Berger /ABAM Engineers, Inc. and
Haddad Drugan, LLC to provide consulting services for the design and development of the Yakima
Railroad Grade Separations Project ( "Project "); and
WHEREAS, additional engineering and consulting services are required to proceed with the
Project, to complete the design of the Lincoln Avenue and MLK underpasses and to complete the
design, fabrication and installation of the aesthetic components; and
WHEREAS, it is requested that the City Manager have authority to A) execute an additional
(seventh) supplemental agreement with Berger /ABAM Engineers, Inc. for additional engineering and
consulting services to complete the design of the underpasses, and B) execute a Professional Services
Agreement for additional consulting services with Haddad Drugan, LLC that will extend through July 31,
2015; and,
WHEREAS, the City Council deems it to be in the best interest of the City to authorize the City
® Manager to A) execute an additional (seventh) supplemental. agreement with Berger /ABAM Engineers,
Inc. for additional engineering and consulting services and B) execute a Professional Services Contract
with Haddad Drugan, LLC for additional consulting services required for the fabrication and installation
of the "Bins of Light" art piece, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the following agreements to further the
design of the Railroad Grade Separations Project: A) Supplement No. 7 of the Professional Services
Agreement with Berger /ABAM Engineers, Inc. for design completion of the underpasses, and B)
Professional Services Agreement with Haddad Drugan, LLC, for developing plans and specifications for
the fabrication and installation of the "Bins of Light" art piece.
ADOPTED BY THE CITY COUNCIL this 15th day of June 2010.
Micah Cawley, Mayor
ATTEST:
City Clerk
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• • • •
Agreements with Berger /ABAM for the Yakima Railroad Grade Separations Project
Begin End Dollar Accumulated
Item Description Date Date Amount Amount Scope of work Description
Develop the design, acquire the necessary right of way and
prepare the environmental documentation for the Lincoln Ave.
Design Consultant Agreement 06/20/03 03/31/07 $1,250,000 $1,250,000 and MLK Blvd. grade separations.
Compensation for additional efforts required to complete the
original scope of work, salary escalation for the project taking
longer than originally anticipated, and work outside of the
Supplemental Agreement #2 08/30/05 03/31/07 $620,000 $1,870,000 original scope of work.
Compensation for additional efforts required to complete the
original scope of work, salary escalation for the project taking
longer than originally anticipated, and work outside of the
Supplemental Agreement #3 01/16/07 06/30/08 $177,284 $2,047,284 original scope of work.
Compensation for additional efforts required to complete the
original scope of work, salary escalation for the project taking
longer than originally anticipated, and work outside of the
original scope of work. Removal of certain items . of work that
Supplemental Agreement #4 06/30/08. 12/31/08 $210,989 $2,258,273 was originally scoped.
Supplemental Agreement #5 12/31/08 06/30/10 $217,912 $2,476,185 Out of scope work required to reach agreement with BNSF.
Provide project management, inspection services and
engineering support during construction of the Lincoln Avenue
Supplemental Agreement #6 07/31/09 07/31/11 $1,513,059 $3,989,244 Grade Separation Project.
Proposed Supplemental Complete the design for the Lincoln Avenue Underpass. This
Agreement #7 06/15/10 07/31/11 $190,000 $4,179,244 amounts to 4.5% of the professional services agreement
Consultant Engineering Services are 10.5% of the projected
Total Project Costs: $40,000,000 costs.
•
Agreements with Haddad Drugan for the Yakima Railroad Grade Separations Project
Begin End Dollar Accumulated
Item Description Date Date Amount Amount Scope of work Description
Develop an artistic concept design and design the aesthetics
for the Lincoln Avenue Underpass of the Yakima Railroad
Professional Services Agreement 08/27/08 03/31/10 $83,000 $83,000 Grade Separations Project.
Proposed Additonal Professional Develop plans and specifications for the fabrication and
Services Agreement 06/15/10 07/31 /15 $35,000 $118,000 installation of the "Bins of Light" art piece.
• •
j ,) Washington State •
Department of Transportation
Supplemental A reement Organization and Address
p� Berger /ABAB Engineers, Inc.
Number 7 33301 Ninth Avenue South, Suite 300
Federal, Way, WA 98003
Original Agreement Number
LA - 4453 Phone: 206 - 431 -2300
Project Number Execution Date Completion Date
STPX- NCPD- 000S(062) 6/30/2010 7/31/2011
Project Title New Maximum Amount Payable
Yakima Railroad Grade Separations $ 4,179,244.00
Description of Work
Design work beyond the original scope of work to complete the bid documents for Martin Luther King, Jr.
Boulevard.
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The Local Agency of City of Yakima .
desires to supplement the agreement entered into with Berger /ABAM Engineers, Inc.
and executed on 6/20/2003 and identified as Agreement No. LA - 4453
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
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Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for
completion of the work to read: Completion date is unchanged
111
Section V, PAYMENT, shall be amended as follows:
See attached
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as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces
below and return to this office for final action.
By: Berger /ARAM Fngineers, Inc By: • City of Yakima
11111 •
Consultant Signature Approving Authority Signature
DOT Form 140 -063 EF Date
Revised 9/2005 •
•
SECTION 1I, SCOPE OF WORK
These Scope of Work Modifications add to and revise Exhibit B, Scope of Work, Phase 2 and /or the
Supplement No. 2, No.3, No. 4, and No.5 Scope of Work Modifications. Where conflicts occur between
these Scope of Work modifications and the original Scope of Work and /or the Supplement No. 2, No. 3,
No. 4, and No. 5 Scope of Work Modifications, these modifications will take precedence.
Completion of the bid documents for Martin Luther King, Jr. Boulevard (MLK) has required and /or will
still require out of scope effort to be completed. The following is a list of the out of scope work
required:
• Per the schedule for design in supplement no. 5, the 95% PS &E for MLK was due to be
completed in April 2009, but due to delays by BNSF, the 95% was notable to be completed until
January 2010. Bid documents will not be completed until at least fail of 2010, depending on
when the final construction funds are obtained. These schedule extensions lead to added
management and administration time, time to get staff back up to speed after prolonged
periods away from the project, and salary escalation.
• Redesign of the MLK pump station and overflow discharge to the Front St. storm drain system
due to being moved from the west side of the tracks to the east side of the tracks when
agreement could not be reached with BNSF to move their maintenance facility.
• Additional signal needed at Lincoln Avenue and 2 Avenue to provide a safe crossing of Lincoln
Avenue when it has two -way traffic during the detour around the MLK construction area.
• Rather than two types of walls on each side as envisioned in the original scope, there are four
types of walls on each side,- requiring more design and detailing. The reason for this is to save
construction cost by building Less complex wall types as the walls get shorter when the
roadways near existing grade at f Avenue and 1s Street.
• The original budget was based on the plans for MLK being nearly identical to the plans for
Lincoln. However, as the detailed plans for MLK were prepared after the 60% PS &E, it became
apparent that while quite similar in basic design, many of the details were not the same.
Instead of needing to significantly rework about'''/ of the plans (about 45), about %: (90) of the
plans needed to be significantly reworked.
•
•
Supplment No. 7 Analysis of Costs - BERGER/ABAM
Direct Salary Cost (DSC)
PERSONNEL Hours Pay Rate Cost
Project Executive 0 $ 81.25 $ -
Project Manager 62 56.01 3,473
Project Engineer 315 39.42 12,417
Senior Engineer 4 65.24 261
Planner 0 28.56 -
Engineer/Technician 181 31.96 5,785
Graphics /CADD 502 33.00 16,566
Project Coordinator 0 27.16
Clerical 24 27.88 669
Direct Salary Cost Total 1088 $ 39,171
Salary Escalation 3% $1,175
Overhead Cost 158.23% of DSC $ 63,839
Net Fee 32.00% of DSC $ 12,535
SUBTOTAL $ 116,720
Reimbursables
S 5 Roundtrips at 300 miles each at $0.585 /mile 878
REIMBURSABLES SUBTOTAL $ 878
Subconsultants:
Shannon and Wilson $ 1,531
Hanson Wilson $ 3,019
Huibregtse Louman $ 7,727
TRANSPO $ 24,022
Kennedy /Jenks $ 36,103
SUBCONSULTANTS SUBTOTAL $ 72,402
SUPPLEMENT NO. 7 TOTAL $ 190,000
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Local Agency Consultant/Address/Telephone
HADDAD DRUGAN, LLC
Standard Consultant 1941 1st Avenue S. Studio 3i
Agreement . Seattle, WA 98134
❑ Architectural /Engineering Agreement
® Personal Services Agreement
Agreement Number
Project Title And Work Description
Federal Aid Number Yakima Railroad Grade Separations Project.
STPX - NCPD- 000S(062)
Agreement Type (Choose one) The artist shall develop plans and specifications for
the "Bins of Light" art piece and oversee the
❑ Lump Sum fabrication and installation of the art piece.
Lump Sum Amount $
❑ Cost Plus Fixed Fee
Overhead Progress Payment Rate
Overhead Cost Method DBE Participation
❑ Actual Cost El Yes ® No
Federal ID Number or Social Security Number
❑ Actual Cost Not To Exceed % 061703404
❑ Fixed Overhead Rate % Do you require a 1099 for IRS? Completion Date
Fixed Fee $ ❑ Yes ® No July 31, 2015
® Specific Rates Of Pay Total Amount Authorized $ 35,000.00
►5 Negotiated Hourly Rate
Management Reserve Fund $
❑ Provisional Hourly Rate
❑ Cost Per Unit of Work Maximum Amount Payable $ 35,000.00
Index of Exhibits (Check all that apply):
® Exhibit A -1 Scope of Work ❑ Exhibit G -2 Fee -Sub Specific Rates
® Exhibit A -2 Task Order Agreement ❑ Exhibit G -3 Sub Overhead Cost
❑ Exhibit B -1 DBE Utilization Certification ■ Exhibit H Title VI Assurances
❑ Exhibit C Electronic Exchange of Data ►5 Exhibit I Payment Upon Termination of Agreement
❑ Exhibit D -1 Payment - Lump Sum ❑ Exhibit J Alleged Consultant Design Error Procedures
❑ Exhibit D -2 Payment - Cost Plus ❑ Exhibit K Consultant Claim Procedures
CI Exhibit D -3 Payment - Hourly Rate ❑ Exhibit L Liability Insurance Increase
❑ Exhibit D -4 Payment - Provisional ® Exhibit M -la Consultant Certification
® Exhibit E -1 Fee - Lump /Fixed/Unit ►ii Exhibit M -lb Agency Official Certification
►�� Exhibit E -2 Fee - Specific Rates ® Exhibit M -2 Certification - Primary
® Exhibit F Overhead Cost ❑ Exhibit M -3 Lobbying Certification
Z. Exhibit G Subcontracted Work ❑ Exhibit M -4 Pricing Data Certification
❑ Exhibit G -1 Subconsultant Fee ❑ App. 31.910 Supplemental Signature Page
THIS AGREEMENT, day made and entered into this da of
between the Local Agency of City of Yakima , Washington, hereinafter called the "AGENCY" ,
and the above organization hereinafter called the "CONSULTANT ".
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DOT Form 140 - 089 EF Page 1 of 8
Revised 3/2008
WITNESSETH THAT:
0 WHEREAS, the AGENCY desires to accomplish the above referenced project, and
WHEREAS, the AGENCY 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 for the PROJECT;
and
WHEREAS, the CONSULTANT represents that he /she is in compliance 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:
General Description of Work
The work under this AGREEMENT shall consist of the above described work and services as herein defined and
necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and
related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT.
II Scope of Work
The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and
by this reference made a part of this AGREEMENT.
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 Federal, State, 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 work in sufficient detail so that the
progress of the work can easily be evaluated.
The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or
sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable .
requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the
termination of this AGREEMENT.
Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority
Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this
AGREEMENT. If D /M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be
shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime
CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the
AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those
established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the
AGENCY.
All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All
0 electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C."
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 this PROJECT,
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 PROJECT, shall be without liability or legal exposure to
the CONSULTANT.
Page 2 of 8
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 under
completion date.
The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but
may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable
delays caused by an act of GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established
completion time.
V Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this
AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such
payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies,
equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable
portions of 48 CFR Part 31.
A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State
Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager.
VI Sub-Contracting
The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this
reference made part of this AGREEMENT.
Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G. ". •
The work of the sub- consultant shall not exceed its maximum amount payable unless a prior written approval has been
issued by the AGENCY.
All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub - consultant shall be
substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of
this AGREEMENT.
With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt
Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior
written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub-
contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum
amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project
Development Engineer in consultation with the AGENCY.
VII Employment
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide
employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to
pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee,
commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or
making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this
AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or
otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. •
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or
services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's
Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a
Page 3 of 8
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
p basis, or other basis, during the period of the contract, any
professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ
of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired
employees, without written consent of the public employer of such person.
VIII Nondiscrimination
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees
to comply with the following laws and regulations:
Title VI of the Civil Rights Act of 1964
(42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a)
Federal -aid Highway Act of 1973 .
(23 USC Chapter 3 Section 324)
Rehabilitation Act of 1973
(29 USC Chapter 16 Subchapter V Section 794)
Age Discrimination Act of 1975
(42 USC Chapter 76 Section 6101 et seq.)
Civil Rights Restoration Act of 1987
(Public Law 100 -259)
4110 American with Disabilities. Act of 1990
(42 USC Chapter 126 Section 12101 et. seq.)
49 CFR Part 21
23 CFR Part 200
RCW 49.60.180
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H"
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" 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 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 as shown in Exhibit "I" for the type of
AGREEMENT used.
No payment shall be made for any work 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 herein above, then no final payment shall be due and the
0 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.
Page 4 of 8
In such an event, the amount to be paid shall be determined by the AGENCY with consideration given:4o the actual
costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally
required which was satisfactorily completed to date of termination, whether that work 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
work required and the time which may be required to do so, and other factors which affect the value to the AGENCY
of the work 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 above.
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 it's employee's default or negligence, the termination shall be deemed to
be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for
actual costs in accordance with the termination for other than default clauses listed previously.
In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel
assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the
principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under
the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to
renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the
AGENCY so chooses.
In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the
CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as
set forth in the second paragraph of this section.
Payment for any part of the work 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 work 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 complete work of this AGREEMENT as necessary
to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof.
Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work 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 XIV.
XI Disputes
Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the
CONSULTANT and the AGENCY shall be referred for determination 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 de novo 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 ", and disputes concerning
claims will be conducted under the procedures found in Exhibit "K ".
XII Venue, Applicable Law, and Personal Jurisdiction
In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or
obligation under this AGREEMENT, the parties hereto agree that any such 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 to such action shall have the right
of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The
411
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.
Page 5 of 8
XIII Legal Relations
The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be
® done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the
State of Washington. .
The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless
from and shall process and defend at its own expense all claims; demands, or suits at law or equity arising in whole or
in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided
that nothing herein shall require a CONSULTANT to indemnify the AGENCY. or the STATE against and hold
harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or
the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result
from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the
STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon
such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and
enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents
or employees.
The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor.
The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23,
which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically
assumes potential liability for actions brought by the CONSULTANT'S own employees against 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.
Unless otherwise specified in the 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 the 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 and property damage insurance in an aggregate amount not Less than two million
dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall
not exceed one million dollars ($1,000,000).
C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000)
combined single limit. •
Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the
CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall
furnish the AGENCY with verification of insurance and endorsements required by the 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 the AGENCY. -
0 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 shall be limited to the amount payable under this
AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no
case shall the CONSULTANT'S professional liability to third parties be limited in any way.
Page 6 of 8
The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this
section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it
under other provisions of this AGREEMENT, or otherwise in law.
•
XIV Extra Work
A. The AGENCY may at any time, by written order, make changes within the general scope of the 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 work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other
terms and conditions of the 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 the
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 the
AGREEMENT.
D. Failure to agree to any adjustment shall be a dispute under the 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.
XV Endorsement of Plans
If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data
furnished by them.
XVI Federal and State Review
The Federal Highway Administration and the Washington State Depai intent of Transportation shall have the right to
participate in-the review or examination of the work in progress.
XVII Certification of the Consultant and the Agency
Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M
-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions,
Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M -4"
Certificate of Current Cost or Pricing Data. Exhibit "M -3 " is required only in AGREEMENTS over $100,000 and
Exhibit "M -4" is required only in AGREEMENTS over $500,000.
XVIII 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 an amendment to
this AGREEMENT.
XIX 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 agreements contained in the proposal, and the supporting material submitted by the
CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. •
Page 7 of 8
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.
10
By B
Consultant Agency City of Yakima
•
•
DOT Form 140 -089 EF
Revised 3/2008 Page 8 of 8
Exhibit A - 1 •
Yakima Illuminations — Lincoln Avenue Corridor Art Project •
Art Design Services Supplemental Scope of Work
HaddadlDrugan LLC, Artists 3/17/2010
•
Task 1 - Art Supplemental Bid Preparation Design Services
Task Description
Prepare for and meet with KPFF and Berger /ABAM to discuss Art bid coordination, deliverables, and
1.1 schedule (inclds 1 meeting in Seattle)
1.2 Develop additional Art drawing details and definition to be included in bid package drawing set.
1.3 Develop Art drawing notes and clarifications for layout, dimensions, materials, and attachments
Prepare for and review art element drawings and notes with representatives of the City of Yakima
1.4 (inclds 1 meeting in Yakima)
Develop specification notes for Art fabrication and installation qualifications, for fabrication and
1.5 installation coordination with Artists, and for Artist reviews
Research and develop notes on Art elements to be put into Structural Engineer's technical
1.6 specifications
1.7 Coordinate with Structural Engineer to finalize bid package drawings and specifications
1.8 Coordinate with Electrical Engineer on Art Ilighting drawings and notes
Revise Artwork drawing details and specifications based on City, Structural Engineer and Electrical
1.9 Engineer input
•
1.10 Develop written sole source justifications for art glass, light fixtures and light control equipment
1.11 Review Art Structural and Electrical Engineer's bid drawings and specifications
1.12 Project Management of Art Bid Preparation Design Services
Task 1.0 DELIVERABLES:
- Art drawing details of art portal, with dimensions (scan to .pdf)
- Art technical notes (.doc)
- Art sole source text for glass, lights, and control equipment (.doc)
- Art fabrication and installation qualification and coordination text (.doc)
Task 2 - Art Bid, Fabrication, and Construction Coordination
Task Description
Assist City in finalizing Art bid preparation and defining contract milestones for Art and Art lighting and
2.1 controls fabrication, construction, and installation
2.2 Respond to Bid questions and requests for clarifications from Art Bidders
2.3 Coordinate and meet with selected Art Fabricator (assumes 5 meetings Seattle)
Coordinate and meet with selected Art Lighting and Electrical Contractor (assumes 3 meetings in
2.4 Seattle)
2.5 Coordinate and meet with Lincoln Avenue General Contractor (assumes 1 meeting in Yakima)
1
6/9/2010
Review Art Lighting and Electrical engineering and insallation plans provided by Art Electrical
2.6 Contractor
2.7 Provide final art fruit label graphics to Art Fabricator and coordinate production of lazer cutting
Assist Art Fabricator and Art lighting contractor with procurement of specialty Art elements including
2.8 custom art glass, art Tight fixtures, and art lighting control equipment
2.9 _ Coordinate and meet with Art Installation Contractor (assumes 2 meetings in Seattle)
2.10 Review fabricated structural base plates and structural frame (Seattle) •
2.11 Review fabricated fruit label cut out panels (Seattle)
2.12 Review fabricated conduit sleeve for truss (Seattle)
2.13 Review installation of Art lighting and Art lighting electrical controls (Yakima)
2.14 Review final installation of Art (Yakima)
Review Art lighting electrical control timing in the field and direct adjustments to be performed by Art
2.15 Electrical Contractor (Yakima)
2.16 Gather and consolidate Art maintenance information into one binder for City
2.17 Project Management of Art Bid, Fabrication and Construction Coordination
TASK 2.0 DELIVERABLES:
- Art Bid question and request responses (email and MS Word .doc)
- Art fabrication and submittal review and approval summaries (email and MS Word .doc)
Art maintenance information (one 8.5" x 11" hard copy)
• Task 3.0 Structural Engineering Bid Package and Services (KPFF)
Task Description
Refine Structural and other drawing details, finalize drawings, and coordinate with artwork. (this
3.1 includes defining tolerance requirements)
3.2 Provide General Notes and Calcs appropriate for Bid set.
3.3 Provide Specifications (in WSDOT format). (one Division 5 spec only)
3.4 Art Specification (in WSDOT format) coordination and assistance.
3.5 Bid Services. Respond to questions from bidders. (this does not include meetings or site visits)
Construction Services. Review contractor submittals, respond to RFI's, and perform one site visit.
3.6 (correction of non- conforming work is outside this scope)
TASK 3.0 STRUCTURAL ENGINEERING DELIVERABLES:
- Bid Set drawings and calculations for artwork (CAD .dwg or .pdf file only)
- Bid Set Specification Division 5 WSDOT format (MS Word .doc)
- Bid and RFI responses (email and MS Word .doc)
•
•
•
2
6/9/2010
Task 4.0 Lighting & Electrical Bid Preparation Design Services •
Task Description
4.1 Meet with Artists to discuss Art lighting and electrical designs (inclds 1 meeting)
Review codes, selected equipment, project drawings, and anticipated power needs of art related
electrical. Ensure equipment and locations will work and meet codes as anticipated by Artists, lighting
4.2 designer, bridge electrical engineers, and product manufacturers.
4.3 Coordinate with Artists, other Engineers, and City representatives as needed.
4.4 Confirm lighting design calculations /power requirements, and controls for fixtures.
Finalize design and provide Electrical Engineering for the operation of the artwork lighting and control,
4.5 and specify art related electrical system and associated equipment.
Provide Art permit and bid ready electrical engineering drawings showing layouts, diagrams, details,
4.6 and timer setting schedule
Provide Art related electrical, lighting, and lighting control specifications (in WSDOT Specification
4.7 format)
Provide responses to Bidder and Electrical Contractor questions and requests for information and
4.8 clarifications.
4.9 Provide energy use and maintenance information on lighting fixtures and controls.
TASK 4.0 ELECTRICAL ENGINEERING DELIVERABLES:
- Bid Set drawings and calculations for artwork (CAD .dwg or .pdf file only)
- Bid Set Specifications in WSDOT format (MS Word .doc)
- Bid and RFI responses (email and MS Word .doc)
- Energy use and maintenance info (email and MS Word .doc) 411
NOTES: This scope of work is for design only and does not include any time or materials for fabrication
and installation of final artwork.
This scope of work assumes Specifications concerning general requirements and other
information pertaining to contract, bid, and schedule shall be produced by the City. Artists and
their subconsultants shall only provide input on Art and its directly associated elements.
Documents to be provided to City in digital form only.
This scope of work assumes the fabrication and installation of the Art will be conducted by
qualified Art fabricators and installers, and that the custom art glass, lighting, and light controls
are as selected by Artist. If for any reason the Art fabrication, installation, or materials and
equipment are not as defined by the Artist and their subconsultants, this scope will need to be
amended.
3
6/9/2010
•
• i • •
ExhibitA -2
Yakima Illuminations- Lincoln Avenue Corridor Art•Project HaddadlDrugan, LLC, Artists 03/1
' Art Design Services Supplemental Fee Schedule
• Task S1.0 Art Supplemental Bid Prep Design Task . • Total Hrs Rate ' TOTAL
1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12
HADDAD /DRUGAN,LLC (Artists) . • � H ours
Tom Drugan, Partner 2.0 12.0 8.0 4.0 18.0 4.0 4.0 8.0 6.0 8.0 • 6.0 8.0 88.0 $100 $8,800.00 '
. Laura Haddad, Partner 2.0 1.0 2.0 2.0 4.0 0.0 0.0 0.0 0.0 4.0 1.0 4.0 20.0 $100 '$2,000.00
• . $10,800.00 '•:.
Task S2.0 Art Bid, Fabrication, and Const Coord . Task
2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8' 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17
HADDAD /DRUGAN,LLC (Artists) Hours
Tom Drugan, Partner 4.0 6.0 10.0 6.0 6.0 4.0 0.0 8.0 4.0 4.0 2.0 2.0 8.0 8.0 4.0 4.0 8.0 88.0 .$100 $8,800.00
Laura Haddad, Partner 1.0 2.0 4.0 2.0 2.0 0.0 4.0 4.0 4.0 2.0 4.0 0.0 4.0 8.0 4.0 4.0 4.0 53.0 $100 $5,300.00
$14,100.00
Task S3.0 Structural Eng Bid Package • Task
3.1 3.2 3.3 3.4 3.5 3.6 •
KPFF (Structural Engineers) Hours -
John Hochwalt, Project Manager 12.0 1.0 4.0 2.0 • 2.0 10.0 31.0 $111 $3,441.00
' Design Engineer • 2.0 2.0 0.0 0.0 0.0 6.0 10.0 $65 $650.00
CAD Technician 6.0 2.0 0.0 0.0 0.0 0.0 • 8.0 $65 $520.00
. . Admin 0.0 0.0 2.0 0.0 0.0 0.0 • 2.0 $47 $94.00
• $4,705.00
Task S4.0 Lighting & Electrical Bid Package Task
4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9
GLUMAC (Electrical Engineers) . Hours
Project Manager • ' 2.0 0.0 2.0 0.0 0.0 0.0 0.0 0.0 0.0 4.0 $120 $480.00
Design Engineer/ Energy Analyst 2.0 2.0 0.0 5.0 6.0 2.0 2.0 1.0 1.0 21.0 $125 $2,625.00 •
CAD Technician 0.0 0.0 0.0 0.0 3.0 3.0 0.0 0.0 0.0 6.0 $80 $480.00
' $3,585.00
Fees Subtotal $33,190.00
•
Estimated Reimbursable Expenses TASK
1.0 2.0 3.0 _ 4.0 '
• CAD Prints /Copies ' $20.00 $20.00 $20.0o $20.00 •
Postage /Shipping $10.00 $10.00 $10.0o $10.00 .
CD Disks Graphic Files $0.00 $5.0o $0.00 $o.00 .
Mileage (Seattle/Yakima rt 290mi @ $.585) $172.55 $690.20 $172.55 $172.55
• Mileage (Seattle Mtg rt 5mi @ $.585) $8.78 $8.78 $2.95 $2.95
Travel Accomodations ($76 /night) $0.00 $152.00 $0.o0 $0.00 .
Travel Meals ($106, $12L, $17D) $24.00 $180.00 $12.00 $12.0o •
Parking ($5 /meeting) $15.00 $15.00 $5.00 $5.00 .
. Task Expense Subtotal • $250.33 $1,080.98 $222.50 $222.50 $1,776.30
Task Fees Subtotal $10,800.00 $14,100.00 $4,705.00 $3,585.00 $33,190.00
Task Total. $11,050.33 $15,180.98 $4,927.50 $3,807.50 $34,966.30
•
Exhibit D -3
Payment (Negotiated Hourly Rate) •
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this
AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or
services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the
work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31.
1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the
negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made
part of this AGREEMENT. The rates listed shall be applicable - for the first twelve (12) month
period and shall be subject to negotiation for the following twelve (12) month period upon request
of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or
subsequent twelve (12) month periods within ninety (90) days after completion of the previous
period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the
AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead,
and fee. The CONSULTANT shall maintain support data to verify the hours billed on the
AGREEMENT.
2. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the
CONSULTANT. These charges may include, but are not limited to, the following items: travel,
printing, long distance telephone, supplies, computer charges and sub - consultant costs.
a. 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 the AGENCY'S Travel Rules and Procedures.
However, air, train, and rental car costs shall be reimbursed in accordance with
48 CFR Part 31.205 -46 "Travel Costs."
b. The billing for Direct Non - Salary Costs shall include an itemized listing of
the charges directly identifiable with the PROJECT.
c. 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.
d. All above charges must be necessary for the services provided under this
AGREEMENT.
3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund 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 Management Reserve Fund is shown
in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring
additional costs in excess of the Management Reserve Fund shall be made in accordance with
Section XIV, "Extra Work."
DOT Form 140 -089 EF Exhibit D -3
Revised 6/08
• 4. 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 Management Reserve Fund. The Maximum Total Amount Payable does not
include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum
amount payable is guaranteed under this AGREEMENTS. Monthly Progress Payments: Progress
payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The
monthly billing shall be supported by detailed statements for hours expended at the rates
established in Exhibit "E ", including names and classifications of all employees, and billings for
all direct non -salary expenses. To provide a means of verifying the billed salary costs for the
CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews
may consist of recording the names; titles, salary rates, and present duties of those employees
performing work on the PROJECT at the time of the interview. .
6. 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 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) 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) days after receipt of the final POST AUDIT to begin the appeal process to the
AGENCY for audit findings.
7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for
inspection by representatives of the AGENCY, STATE and the United States, for a period of three
(3) 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
contract is initiated before the expiration of the three (3) year period, the cost records and accounts
shall be retained until such litigation, claim, or audit involving the records is completed.
4110
Exhibit E -1
Consultant Fee Determination - Summary Sheet
(Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work)
Project: Yakima Railroad Grade Separations Project (Lincoln Avenue Underpass)
Direct Salary Cost (DSC):
Classification Man Hours Rate Cost
Artist 249.0 X 60.38 = $15,034.62
X =
X =
X =
X
X =
X =
X =
X =
X =
X =
Total DSC = $15,034.62
Overhead (OH Cost -- including Salary Additives):
OH Rate x DSC of 40.61 % x $15,034.62 $6,105.56
Fixed Fee /Profit (FF):
FF Rate x DSC. of 25.00 % x $15,034.62 $3,758.66
Reimbursables:
Itemized $1,776.30
Subconsultant Costs (See Exhibit G): $8,290.00
Grand Total $34,965.13
Prepared By: B. Sheffield Date: 6/9/2010
410 Exhibit E -2
Consultant Fee Determination - Summary Sheet
(Specific Rates of Pay)
Fee Schedule
Hourly Overhead Profit Rate
Discipline or Job Title Rate @ 40.61% @ 25.00% Per Hour
Artist $60.38 $24.52 $15.10 $100.00
•
•
Exhibit F
Breakdown of Overhead Cost •
Account Title $ Beginning Total % of Direct Labor
Direct Labor 36,421.20 100.00%
Overhead Expenses:
FICA 3,492.79 9.59%
Unemployment
Health /Accident Insurance 925.10 2.54%
Medical Aid & Industrial Insurance
HolidayNacation /Sick Leave
Commission /Bonus /Pension
Total Fringe Benefits 4,417.89 12.13%
General Overhead:
State B &O Taxes 630.09 1.73%
Insurance 1,285.67 3.53 %�
Administration & Time Not Assignable 375.14 1.03%
Printing, Stationery & Supplies 608.23 1.67%
Professional Services 269.52 0.74%
Travel Not Assignable 1,879.33 5.16%
Telephone & Telegraph Not Assignable 586.38 1.61%
Fees, Dues & Professional Meetings 54.63 0.15%
Utilities & Maintenance 298.65 0.82%
Professional Development
Rent 4,232.14 11.62%
Equipment Support
Office, Miscellaneous & Postage 152.97 0.42%
Total General Overhead 10,372.75 28.48%
Total Overhead e General + Frin
( g) 14,790.64 40.61%
Overhead Rate (Total Overhead / Direct Labor) 40.61%
DOT Form 140 -089 EF Exhibit F
Revised 6/05
Exhibit G
• Subcontracted Work
The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT:
1 Structural Engineering - To be performed by KPFF Consulting Engineers at specific rates of pay
not to exceed $4,705
7 Lighting Design - To be performed by GI UMAC at specific rates of pay not to exceed $1,5R5
•
DOT Form 140 -089 EF Exhibit G
Revised 6/05
Exhibit H
Title VI Assurances
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in
interest agrees as follows:
1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-
discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part
21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which
are herein incorporated by reference and made a part of this AGREEMENT.
2. Non - discrimination: The CONSULTANT, with regard to the work performed during the
AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection
and retention of sub - consultants, including procurement of materials and leases of equipment. The
CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by
Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a
program set forth in Appendix B of the REGULATIONS.
3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiations made by the CONSULTANT for work to be performed
under a sub - contract, including procurement of materials or leases of equipment, each potential sub-
consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under
this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color,
•
sex, or national origin.
4. Information and Reports: The CONSULTANT shall provide all information and reports required by the
REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or
the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such
REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the
exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall
so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
5. Sanctions for Non - compliance: In the event of the CONSULTANT'S non - compliance with the non-
discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT
sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to:
• Withholding of payments to the .CONSULTANT under the AGREEMENT until the
CONSULTANT complies, and /or;
• Cancellation, termination, or suspension of the AGREEMENT, in whole or in part
DOT Form 140 -089 EF Exhibit H
Revised 6105
6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through
(5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by
• the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action
with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a
means of enforcing such provisions including sanctions for non - compliance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with,
litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request
the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the
STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to
protect the interests of the United States.
•
Exhibit
Payment Upon Termination of Agreement
By the Agency Other Than for
Fault of the Consultant
(Refer to Agreement, Section IX)
Lump Sum Contracts
A final payment shall be made.to the CONSULTANT which when added to any payments previously made shall
total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the
total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra
work completed.
Cost Plus Fixed Fee Contracts
A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall
total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is
to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra
work completed.
Specific Rates of Pay Contracts
•
A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this
AGREEMENT plus any direct nonsalary costs . incurred at the time of termination of this AGREEMENT.
Cost Per Unit of Work Contracts
A final payment shall be made to the CONSULTANT. for actual units of work completed at the time of
termination of this AGREEMENT.
DOT Form 140 -089 EF Exhibit!
Revised 6/05
• Exhibit M -1(a)
• Certification Of Consultant
Project No. 1818
Local Agency
I hereby certify that I am and duly authorized
representative of the firm of HADDAD DRUGAN, LLC whose address is
and that neither I nor the above
firm I here represent has: .
(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 the 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 available to the Washington State Department of
0 Transportation and the Federal Highway Administration, U.S. Department of Transportation in
connection with this AGREEMENT involving participation of Federal -aid highway funds, and is
subject to applicable State and Federal laws, both criminal and civil.
Date Signature
•
III
r
DOT Form 140 -089 EF Exhibit M -1(a)
Revised 6/05
•
Exhibit M -1(b)
Certification Of Agency Official •
I hereby certify that I am the AGENCY Official of the Local Agency of City of Yakima
Washington, and that the consulting firm 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 available to the Washington State Department of
Transportation and the Federal Highway Administration, U.S. Department of Transportation, in
connection with this AGREEMENT involving participation of Federal -aid highway funds, and is
subject to applicable State and Federal laws, both criminal and civil.
Date Signature
•
•
DOT Form 140 -089 EF Exhibit M -1(b)
Revised 6/05
Exhibit M -2
11) Certification Regarding Debarment, Suspension, and Other Responsibility
Matters- Primary Covered Transactions
I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its
principals:
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
B. Have not within a three -year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission or 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 antitrust 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 (I)
(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, or 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.
Consultant (Firm): HADDAD DRUGAN, LLC
(Date) (Signature) President or Authorized Official of Consultant
•
•
DOT Form 140 -089 EF Exhibit M -2
Revised 6/05