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04/20/2021 04E Professional Services for Northside Alley Paving Project; HLA Engineering and Land Surveying, Inc. a\'4\lyy bxk ik 1 1-:41 PPPPPP+Pd s' lii it tYlltYlA.\ta. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 4.E. For Meeting of:April 20, 2021 ITEM TITLE: Resolution authorizing a contract with HLA Engineering and Land Surveying, Inc for Professional Services for the Northside Alley Paving project SUBMITTED BY: Scott Schafer, Public Works Director Bill Preston, City Engineer(509) 575-6754 SUMMARY EXPLANATION: In March 2021, HLA Engineering and Land Surveying, Inc. was selected to perform engineering design and construction observation/administration services for Phase 2 of the Northside Alley Paving project. This agreement authorizes the design phase of the project up to and including bid documents. Phase 2 of the Northside Alley Paving project consists of the nine alley block segments between Fruitvale Blvd/Summitview and 6th to 16th Avenues. We intend to reconstruct approximately 5,000LF of the 15,000 linear feet of alley; and approximately eighteen (18) alley approaches. This project includes base preparation, the addition of needed concrete alley approaches and asphalt paving of alley segments. It will also provide stormwater drainage. Attached for City Council review is the Agreement with HLA Engineering and Land Surveying, Inc. in an amount not to exceed Fifty Three Thousand Eight Hundred Dollars ($53,800). Funding for this project is provided from YVCOG Congestion Mitigation and Air Quality (CMAQ) grant. The grant does require a 13.5% match which is provided by the Arterial Street fund. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Safety APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOM M ENDAT ION: Adopt Resolution ATTACHMENTS: 2 Description Upload Date Type D RosoMilne 3/31/2021 Ftcsolutnn D Consultant Agreement 4/22021 Centracl 3 RESOLUTION NO. R-2021- A RESOLUTION authorizing an agreement with HLA Engineering and Land Surveying, Inc. to prepare civil engineering plans and specifications for the Northside Alley Paving Project WHEREAS, HLA Engineering and Land Surveying, Inc. has been selected to provide design, and construction/administration services for the Northside Alley Paving Project ('PROJECT"); and, WHEREAS, the City desires to complete the design and go to ad for construction of the PROJECT, but does not have the capacity to do so within the Engineering Department at this time; and WHEREAS, HLA Engineering and Land Surveying, Inc. has provided a Scope of Work included in this Professional Services Agreement that meets the needs and requirements of the City of Yakima for this PROJECT; and WHEREAS, the City received a Congestion Mitigation Air Quality (CMAQ) grant from YVCOG for the PROJECT; and WHERAS, the CMAQ grant provides for 86.5% of the funding and the CITY provides 13.5% matching funds; and WHEREAS, the City Council of the City of Yakima finds that entering into the Professional Services Agreement is in the best interests of the City and its residents; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute a Professional Services Agreement with HLA Engineering and Land Surveying, Inc., attached hereto and incorporated herein by this reference, not to exceed Fifty-Three Thousand, Eight Hundred Dollars ($53,800.00) to provide the Professional Services as described in the Agreement. ADOPTED BY THE CITY COUNCIL this 20' day of April, 2021. Patricia Byers, Mayor ATTEST: Sonya Clear Tee, City Clerk Local Agency A&E Professional S4ervices Cost Plus Fixed Fee Consultant Agreement Agreement Number, 21100E Farnadagenization Legal Name(do not use dbataii HLA Engineering and l.and Satyr:Dna, Inc. (LILA) i Address FederalAM Number 2803 River RU041„Yakiiim„ WA 98902 C'84-1485(026) UBI Number Federal TIN 600517727 91-1237188 Execution Date Cemnietten Date 12/3112023 1099 Form Required Federal Participation I I I Yes No E yes El No Project Title I Northside Alley Paving Descrtpton of Work Pave Ric east/west gravel alleys between Suinmitview Avenue and Frttitvale Ileulevard from loth Avenue to 6rh AVQIItie Ej Yes [71 No DBE Par/ideation Total AmountAuthorized 883,800.00 0 Yes D No 0 (91 MBE P rt190 t 018 Management Reserve Fund $0 0 Yes No WBE Parhopatton MaximumAmount Payable 883,800,00 Ej Yes 12:1No SE Participation Index of Exhibits Exhibit A Scope of Work Exhibit IS Dab Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data I,xhibit 12 Prime Consultant Cost Computations Exhibit It Subsconsultant Cost Computations I Mbibit F Title V] Assurances karbibit Certifteatuni Documents I'tdbit I Liability Insurance Increase I,shibi t 1 Alleges] Consultant Design Error Procedures Fxhibit 3 Consultant Claim Procedures Aereement Number- 22100E Local Agency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Pagel et 14 Revised 01101/2020 5 TI[IS A IZEIi.MI N I, made and.entered Imo as shown in the"Execution Date" box on page one I?of this AtiR MMEN"t, between the t'ity of Yakimd, hereinafter called the"AGENCY,"and the-Firm/Organization Name' relereocedon page one:(11 trf this. AGREEM11:N'I, hereinafter called the"CO'St`hl"ANT,t. WEILRLAS. theAGI'N(:Ydesirestoaccomplishtheworkreferenced;in Descripuon at Work" mi page yin.(1) of this ACJRI 1 WI NI and hereafter called the SERVIC:IS;"and does not have sufficient staff to meet the required." commitment and therefore deems it advisable and desirable to engage the assistance Of CONSULTANT to provide the neeessan SERVICES;and:. WI 1LRLA5 the CONSI JAN! repres nts that the 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,11I GREFORE, in consideration of the terms. condition&covenants,and pertorntanceconWined 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 AGR1;1;MENf 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 LS as designated elsewhere in this AGREE MFN'r. IL General Scope of Work The Scope of Work and projected level of droll 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 pertormance based contracting methodologies,: LIE. General Requirements All aspects of coordination or the work of this AGREEMEN I 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 CONSUE1ANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or sueh:'.State. Federal, Community,City, or County officials.... groups or individuals as may be requested by the AGENCY. t he AGENCY will provide the CONK II TAN] sufficient notice prior to meetings requiring CONSULTANT pat ticipation.The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSU1;[ANT and shown in Exhibit-A:'. The CONSULTANT shall prepare a monthly progress report, in a firm approved by the AGENCY. which will. outline in written and graphical fibrin 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 CONS!ClANT, 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 accordnnce with the laws ot'the State of Washington. Agreeme a Number: 2I 101* Local Agency A&E Professional Services Cost Pius Fired Fee.Consultant Agreement Page 2 of 14:.. Revised 01/01/2020 6 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises(SHE), if required, per. 49 CFR Part 26, shall be sloven on the heading of this AGREFAIENT. If IDBE firms are utilized at thee. .. commencement of this ACiREEMCNT. the amounts authorized to each firm and their certification number will he shown on Exhibit "B" attached hereto and by this reference made parr of this AGREEMENT. If the Prime. CONSUI,TAN I' is a DBE certified firm they must comply with the Commercial Useful: Function (t` regulation outlined in die AGENCY's "DBE Program Participation Plan" and pm:Mem a minimum of 30% of the... total amount of this AGREEMI NT. It is recommended_but not required, that non-DBE PrimeC.ONSUlThNTS. perform a minimum of 30%of the total amount of this ACRE EML"N F. in the absence ofa mandatory UDBE the Consultant shall continue their outreach efforts to provide SBE firms 'P max imim practicable opportunities. The CONSIR,TANT, on a monthly basis. shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wadotdiversit corn liance.com to tram Payment mttornmtion shall identify any DBE Participation. Nor minority, woman owned DBEs does not count towards UDBE, oaf. attainment. All Reports. PS&ti materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned,All electronic files, prepared by the CONSt'LTANT, must meet the requirements as outlined in Exhibit"C Preparation and Delivery of Electronic Engineering and other Data.,,:... All-designs, dressings, specifications, documents, and other work products. including all electronic files. prepared by the CONSI ILTANT prior to completion or termination of this ACd(LE4IENT: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 of legal mcpo ure 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 (fl certified mail. return receipt requested,or(i )by email or facsimile,to the address set forth below: If to AGENCY:: : If to CONSULTANT:. Name: Bill Preston. Name: Michael Battle. :Agency: City of Yakima Agency: LILA Engineering and Land Suveymg,Inc Address: 129 North Ind Street Address:.'2803 River Road City: Yakima State: Wa Zip: 98901 City Yakima State: WA Zip. 98902 Email: bill.prestonratyakimava.gov Email: mhattle,ikkhtaciviheon Phone: 509-576-6754 - Plwnc' 509-966-7000 ... Facsimile: Facsimile: IV. Time for Beginning and Completion '[he CONSUI.TANT shall not begin anv work under the terms of this AGREEMENT until authorized in writing byy '.. the AGENCY. All work under this AGREEMEN I'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 he 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, govertimenfal actions,or other conditions beyond the control of the:.. CO'NSI IL`rANT. A prior supplemental AGRLLMLNT issued by the AGENCY is required to extend the, established completion time.. Agree u:et>4mnbar 21 100E Local Agency APEProfessional Services Cast.Ph,s Fired Fee Consultant Page 3..af 14 Agreement Revised 01I0112020 V. Payment Provisions the CI°NSA f lil'AN 1 shall be paid by the AGENCY for completed SERVICES rendered under this ACiiRliEMEN1;'. as provided hereinafter. Such paiymentshalf he full compensation tar sr RVICL.S performed or.SFRVICCS. rendered and for all labor. materials, supplies,equipment,:and incidentals necessary to complete SERVICES. ICES specified in Section 'Scope of Work". The CONSEJI.I ANT shall conform to all applicable portions of4.8;CFR Part 31( , ‘iiiegino I The estimate in support of the Cost Plus fixed het amount is attacked hereto as Exhibits:'. "D"and e'and by this referNmei made part Orthis AGREEMENT.. A. Actual Costs: Payment for all consulting services ha this PRO,IEC I shall be on the basis of'the CONSUL TAN PS actual cost plus a fixed lee. 'I he actual cost shall include direct salary cost. Indirect cost rate, and direct non salary costa;. I, Direct tRAW) l,ahor Costs; 1'he Direct RAW 1 Labor Cost IS the direct salary paid to principals. professional, technical,and clerical personnel for the time dieyare productively engaged in work necessary to fulfill die terms of this-AGREEMENT The CONSt'IS'.AN1'shall maintain support data to verify the direct salary costs billed to the-AGENCY, >. (Indirect Cost Rate OCR)Costs. ICR Costs are those costs, other than direct.costs, which are included as sheh• on the books of the Ct3NSt IL IAN'T'in the normal everyday keeping of its books, Progress payments shah he made at the ICR rates shown in attached Exhibits `D"and"t' of thisACRFI MLNT: Iotal. ICR payment shall be based onActual Costs. The AGENCY agrees to reimburse the CONSULIAN'C- the actual ICR costs verified by audit, up to the Maximum "iota' Amount Payable,authorized under this AGREEMENT.when aeeumulated with all other Actual Costs. A summary of the CONSUlIANi I 'Sccost estimate and the leg percentage.is shown in Exhibits "13"and. .. L attached hereto and by this reference made part of this AC,RC FMENT. The CONSULIANT(prime and all Audi sub-consultants)will submit to the AGENCY within six (6)months after the end of each firm', [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: ConsulumRatea rwgdot wa.gov,. Failure to supply this information by either the prime UONSUITA.NCf 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 andiar the Federal Government may perform an audit of the C~ONSIILTAN"t'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 WSDO1'eAccounting 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 le dera! Regulations.(CER) Part 31.205•46 "Travel costs, '1 he billings for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable;with the PROJECT. The CONSLEIANT shall maintain. the original supporting documents in their office. Copies or the original supporting documents shall be supplied to the AGENCY upon request. All abovccharges must be necessary for the services provided. under this A GRIiEMENI'. Agreement manner: 21100E LoeatAgeacy A&E Professional Se,v,ees Gust Plus Fixed Fee Canaan:fatAgreement Page 4 of 14. Revised 01i0112020 8 4. fixed Pee: The E ixed Fee,which represents die CONSULEANI"S pit fu, is shown in attached Exhibits "D'" and "12'of this ACYRFEMLN I. This tee is bass& on the Scope or Work de0ned in this AGRLLMFNT and ...the estimated person-haters regnired to perform the stated Scope of Work In the event the CONSULTANT enters into a supplemental At;RFEMENf for additional work, the supplemental AGREEMENT may include provisions for the added costs:and an appropriate additional lee. the Fixed Fee will he prorated and paid monthly in proportion to the percentage or work completed by the CONS(TIAN r and reported in the Monthly Progress Reports accompanying the billings Any portion of the I smug Fee earned but not. previously paid in the progress payments will be COvcred in the final payment,subject to the provisions Of'. .. Sou ion IX entitled "germination of Agreement„ 5. Management Reserve Fund (MR11: the AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorise additional fluids'to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSUL I ANT for additional work beyond that already defined in. this AGREEMENT. Such authorization(s)shall be hi arinngatnd shall nueexceed the lesser of$100,000 or 10% or the IMal Amount Authorizedas shown in the heading of this AG R ISAII:;NI. The amount included for the MRE is shout in the heading of this AGREEMENT. This fund may not he replenished Am. .. changes requiring additional costs in execs of the MRF shall be made in accordance with Section ND .,Extra Work&. O: Maximum Total Amount,Payable:The Maximum Total Amount Payable by the AGENCY to the. CONSULTANT tinder this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. 1heMaximum Total Amount Payable is comprised of the Total Amount Authorized,and the MRE: The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section X'iiI, "Extra Work."No minimum amount payableis guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CGNSUI-TANTmay submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress blithe work. Such billings _.. shall be in a lorinat approved by the AGENCY and accompanied by the monthly proar•ess reports required under.. Section III,'General Requirements"or 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)I,abor costs for CONSULTANP.employees,the AGENCY may conduct employ enintervreays. "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 at any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENC V after the completion of the work under this AGREEMENT contingent,if applicable,upon receipt of all PS&F,plan& maps,notes,reports,electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by theCONSUl1ANT 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 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 offinal audit', all required adjustments will he made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSUl FAN'!, the CONSULTANT will refund such overpayment to the AGENCY within thirty(30)calendar days or notice of the overpayment. Such refund shall not constitute(_. a waiver by the CONSUETAN r for any claims relating to the validity of a finding by the.AGENCY of overpayment. 9 he CONSULIANT has twenty (20)working da}s after receipt or the final POST AUDIT to: begin the appeal process to the AGENCY for audit findings;.. Agreement Number: 2110012 Locat4gencyA&E Professional Services Cast Plus Fixed Pee consuttentAgreement Page 5 of 14. Revised nntoht202n 9 D. inspection of Cost Records. The CONSid:EANT and their sib-ceiusulumts shall keep available forinspection by representatives of the Md NC'Y and the United States- for a period of six (Cl years after receipt of final payment.the cost records and accounts pertaining to tins AGREEMENT and all items related to or bearing upon these records with the fallowing exception: if any litigation, claim or audit arising out of, in connection with:... or-related to this AGRI:L MEN 1`is initiated before the expiration of the six jot ear period-the cost records and accounts shall bc retained until such litigation. claim,or audit involving the records is completed. An interim or post audit may he performed on this AGRFhMLN I. 1 he audit if any, will be performed by the State Auditor, WSDO Fs Internal Audit Office andtor at the request of theAGENCY's Project Manager..'. .. VI. Sub-Contracting 1`he,AGLNCY permits subcontracts tor those items of SERVICES as shown to Exhibit "A"attached berm;and by. this reference made part of this AGREEMENT. I'Itc C'fa2dSttt TANT shall not subcontract fur the performance of any SERVRCIt under this.AGREFMENT`:without prior written permission ofthc:AGE:NCY. No permission for subcontracting shall create, between the AGENCY ` and sub consultant,any contractor any other relationship, Compensation Rif this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit `Ls'attached hereto and by this reference made part al this AGREEMENT. file 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 reimhursahle direct Jabot, indirect cost rate,direct non-salary costs and fixed fee costs for the subsconsultant shalt be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall he memorialized in afinal written acknowledgement between the parties:. An subcontracts shall contain all applicable provisions of this AGREEMENT,and the CONSULTANT snail require each sub-consultant or subcontractor,Many tier,to abide by the terms mid conditions of this AGREEMENT. With. respect to sub-consultant payment, the C:ONSUEI AM E shall comply with all applicable sections of the STA;l l Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.75 h11, The CONSULTANT, sub-recipient,or subseonsuhant shall not discriminate on the basis of race,color, national origin,or sex in the perforuanee of this AGREEMENT"The CONSI tTANT shall:carry out applicable requirements of 49 CFR Part 26 in the award and administration of DO[-assistedlcontracts. Failure by the CONSI ILTANT to carry out these requirements is a material breach of this AGREI?MENL which may result in the termination of this'AGRE! MENT or such other remedy as the recipient deems appropriate. VII Employment and Organizational Conflict of Merest 'the CONSULTANT warrants that they have not employed or retained:any company or person,other than a bona...... fide eniptoyee 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 lee,commission.percentage.brokerage fee gift.or any other consideration,contingent upon or resulting Izont theca. award or making of this contract. Por breach ar violation of this warrant, the AGENCY shall have the right to annul this ACRhliMENT 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 or the CONS1;1 klANT under this AGRI EMENT,shall be considered employees of the CONSULT ANT only and not of the AGENCY and any and all claims that may arise under any Workmen's AP eersnt Number. 21100E Locat Agency ME Professional Seri/was Cost Plus Fixed Fee Consultant Agreement Page B of 14... Revised 0110912020 10 Compensation Act on behalf of said employees or other persoas while so engaged,and any and all claims made by a third party as aconsegttenec of any act or omission on the part of the CONS(II, I's employees of otherr. person 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 CONSUL IAN'E shaft not engage,on a full-or part-time basis. or other basis, during the period or this AGR EI MEN'C.any professional or technieai petsonnzf who are- or have been. at tiny time during the period of this AGRFEMEN I. in the employ or the United States Department of Transportation or the AGENCY,except regularly retired employees,without written consent of the public employer of such person ifhe}ihe will be working on this AGE`RH MliN2 for the Ci3NSICLIAN f. VIII: Nandiscriminatioan During die performance of this AGREEMENT, the CONSULTANT. for itself, its assignees,sub-consultants subcontractors and successors in interest,agrees to comply midi the following laws:and regulations. • Title VI of the Civil Rights Act of 1964 w Civil Rights Restoration Act of 19E7 (42 U.S.C. Chapter 21 Subchapter V §2000d. (PublicLaw I00-259) through 2000d4a) American with Disabilities Act of 1990 • Federal aid Highway Act of 1973 (42 U.S.C. Chapter;126 4 12101 et set},} (23 U.S.C. Chapter 3 § 324) 0 23 CFRPart 200 s Rehabilitation Act of 1973 49 CFR Part 21 (29 U.S,C. Chapter 16 Subchapter V § 794) • 49 GP'R Pun 26 • Age Discrimination Act or 1975 t ▪ RC'w 49.60.1S0 (42 U,S.C. Chapter 76 § 6101 el, seq.) hi relation to Title:Viol Civil Rights.Act of 1964,the CONSUCIAN`I is bound by the provisions of Exhibit` V":. attached hereto and by this reference made part of this AGREEMENT; and shall include the attached Exhibit"T" in every sub-contract,:including procurement of materials and leases of equipment,unless exempt by the Regulations. or directives issued pursuant thereto. IL Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any tune with or without cause upon ten::. (I0)days written notice to the CONSUl'IANT. in the event this AGREENIENT:is terminated by the AGENCY,other thanfor default on the part of the COMSI.II TAN1,a'final payment shall he made to the CONSULTA'NTlfor 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 AC,RFEtwlENT., No payment shall be made for any SERVICES completed after ten (I Of days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the C€ NSUI-TANT prior to Notice of Termination exceeds the total amount that would be due when computed as set birth in paragraph two (2)of this.. section,then no fnat payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid;. If the services of the CONSU11 %NTare terminated by the kGENCY for default on the part of the CONSUL` 2CF,, the allege formula for payment shall not apply., In the event of a termination for default, the;atnount to be paid to the CON SiLI ANT 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 wasnatisfaetority completed to Agreement Nomtxr. 21100E Local Agenc)/A&E Professional Services Cast Plus Fixed Fee ConsultantAgresrnent Page?'of r4 Revised Of/01/202d. 11 date of termination.whether that SITWICE is in a form or a 'type which is usable to lheAGENCYat the lime of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which niay he required to do so. and other factors which affect the value to the AG1 NCY of the SERVICES performed at the time orteimination, under no circumstances shall payment made under this sizhseetion exerted the amount which wouid have been made using the formula set forth in paragraph two(2)of this section. If it is determined for any mason that the CONSULT AN I*was not in default or that the CONS!:LtANT's failure to perform is without the CONSU1siANT's or its employee's fault or negligence,the termination shall he deemed to be a termination for the eonvenience of the AGENCY, In such an eyeit, the CONS I.I I,TAN I would he 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 IS daym troth& 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 o l the C'ONSt Il 1AN I"s supervisory and+or'.. other key personnel assigned to the project or disaffiliation of any principally involved CONSI'IiiANI'employee. The CONSULTANT shall also notify the AGENCY. in ss,riting.in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSL LEAN I within 15 days ol'sucLi sale or transfer occurring. The CONS,ll'AN p shall continue to be obligated to complete the SERVIC I�S under the terms of thi YGREEMEN I unless the AGENCY chooses to terminate this AGREEMENT for convenience of chooses to renegotiate any term(s) of this.AGREEMENT. If termination for convenience occurs, Mud pestilent will he made to the CONSULTANT as set forth in the second and third paragraphs of dire section. Payment for any part of the S1,RUICES by the AGENCY shall not constitute a waver 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 faiureot the CGNStkI.tAN I to per Iona SERVICES required of it by the AGENCY. Forbearance of any;rights under the AGREEMENT wilt 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 CI)NSLILl'ANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct rrors appearing therein.without additional compensation thereof. Should the AGENCY rind. '. 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.". .. XL '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 t provided however. that if an action is brottghtchallenging the. Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. lithe. parties to thisAGREEMENT mutually agree,disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"1". 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 o3 Washington, situated in the county in which the AGENCY is located. The parties hereto: agree that all questions shall be resole ed 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 haws of the StSuite of Washington. The CONSUULAN I'hereby consents to the personal jurisdiction of the Superior Court of the State of Washington. situalett in the county in which the AGENCY is located. ,kw/sweat plumber, 21100E Lora!4goncy ACE Professional Services Cost Plus Fixed Foe Consultant Agreement Page&of 14 Revised 0110112020 12 XII. Legal Relations he CONSUhI'AN I,any sub-consultants, and the AGENCY shall comply uith nil Federal,Stale, and local laws.= rotes, codes, regulations and all AGENCY policies and directives- applicable to the work to be performed under this.. AC IR EEMI.N;C. This A{➢REI-MNN I shall be interpreted and construed in accordance with the laws of the Stale of Washington._ TTte CONSULTANT shall defend, indemnUL3, and hold The State of Washington tSFAIL)and the AGENCY and their officers and employ ecs harmless from all claims,demands,or suits at law or equity arising in whole or in part from the negligence of,or the breach ot'any obligation under this AGRT FMF'T Ely, the CONSt r1 TANT-or the_. CONSULT AN is agents,employees, sub consultants, subcontractors or vendors. Many tier, or any other persons: for whom the CONSULTANT may be legally liable: provided that nothing herein shall require aCOvISULT,AN I` to defend or indemnify the STAFF and the ALGENC'Y and their officers and employees against and hold harmless the SIAT'E and the AGENCY and their o0icera and employees from claims,demands or suits &Cried solely uponi. the negligence of, or breach or any obligation under this AGREEMENT by the S LAi E and the AGENCY.their agents,officers. employees,sub-consodtants,suheontraetbrs or vendors. Many tier or any other persons for whom:.. the ST Ak f and/or the ACiENC"Y may be legally liable: and provided further that if the claims or suits are caused by or result from the concurrent negligence of{al the CONSUL or the CONSULTAN is agents,employees, sub-consultants,subcontractors or vendors,of an tier. of any other persons for whom the CONSULTANT LTAN-I is legally liable,and(In the STATE and/or AGENCY,their agents,officers,employees, sub-consultants, subcontractorsand or vendors, of any tier,or any other persons for whom the S"IArE and or AGENCY may he legally liable,the defense and indemnity obligation shall be valid and:enforceable only to the extent of the CONSULTANTS negligence or the negligence of the CONSUL .ANI's agents,employees, sub-consultants. subeontractors 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 CONSI.ILTAN r and any sub-consultant. subcontractor and vendor orally tier. The CONSULTANT shall also defend,indemnify,and hold the SPATE 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 patentor copyright infringement or other allegedly improper appropriation or use of trade Reacts.patents, proprietary information, know-how,copyright rights or inventions by the Co.,t LIAN'T or the CONSTA TTAN7"s.... agents.employees,sub-consultants, subcontractors or vendors,of any tier or any other persons fur 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 AGRRI'.'EMEN I of methods,processes, designs, information or other items furnished or communicated to S'I Al L 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 or trade secrets,patents,proprietary information. know-how,copyright rights or inventions resulting from STATE and/or AGENCYs,their agents".offices and employees` failure to comply with specific written instructions regarding use provided to S IA l l's 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 CONSUL s relation,to the AGENCY shall be at all times as an independent contractom. 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 round alter 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 CONSUl FAN-r specifically assumes potential liability for actions brought by the CONSUITANT's own employees or its agents against the SEAT I;and for the AGENCY and,:solely for the purpose of this indemnification: and defense the CONSUI,TANT specifically waives any immunity under the state industnal insurance law,'Title 51 RC% .This waiver has been Mutually negotiated between the Parties._- Agreement Number 21100L Local*goner A&E Professional Services Post Plus Fired Fee ConsuttantAgreement Page 9 of td Revised 0110112026. 13 UlliCSS Oiller‘ViSe specified in this AGREEMENT, the AGENCY shall be reSpOISSIIIIC for administration of' construction contracts, if any,on the project. Subject to the processing or a new sole sotmee,or an acceptable supplemental AGREEMENT,the CONSL 1(TANT shall proY ide On-Call assistance to the AGENCY during contra& administration. By providing such assistance, the CONSULTANT shall assume no responsibility for.paper Construction techniques,jolt site safety, or any construction contractor's failure to perform its work in micordance with the contract documents. The Cf2NS1.1LTAN r shall obtain and keep in force during the terms of this AGREEMEN1, or as otherwise required the following insurance with companies or Through sources approved by the State Insurance Commissioner pursuant to Title dk 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 CO 00 0 I 12 04 or its equivalent with minimum limits of one million dollars(S1.000.000 00)per occurrence and two million dollars tS2,000,000 00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO form CO 0001 10 (I1 or equivalent providing coverage for any"Auto" (Synth& 11 used in an amount not less than a one million dollar($1,000,000.00)combined single limit for each occurrence. Excepting the Workers Compensation Insurance and any Profession& Liability Insurance,the SITAT E.and AGENCY, their officers,employees,and agents will be named OR aft policies of CONSULTANT and any sub( cons-dun and/or subcontractor as an additional insured the"Ms").Ai ith no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and notocontributory and any coverage maintained by the Ms shall be excess over,and shall not contribute with,the additional insured coverage requited hereunder. The CONSt UMW's and the siduconsultaurs and/or subcontractor s insurer shall waive any and all rights of subrogation against the Als. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete. certified copies of all required insurance policies at any time, AR insurance shall he obtained from an insurance company authotired 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 211(1 Street City: Yakima State: WA Zip: 99991 Email: bill preatonda1yaktmatva.gov Phone: 509-576-6754 Facsimile No cancellation of We foregoing policies shall be effective kaithout thirty (30)days prior notice to the AGENCY The CONSULIANT's professional liability to the AGENCY, including that which may arise in reference io section IX -Termination of Agreement"' of this AGREEMENT, shall be limited to the accumulative amount of the authorized.A.GRI:A(MENT amount or one million dollars($1.000,000.00E.whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit II. In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. )%greemem Number 21 LOGE Local Agency A&E pnffoss(onafSe,vrces Cost Plus Fixed Fee Consultant Agreement Pagel°at 14 Revised 01/0112020 14 Thepartles enter into this AGREEMENT 1'or the sole benefit of"the parties,and tot the exclusmnofans third party, and no thin[party beneficiary is intended or created to the eseetlion of this AGRI:iLmrra The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSUL IAN I 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 u rites order, make changes within the general scope of this AGRFF:MLNT in the SERVICES to be performed. IT If any such change causes art increase or decrease in the estimated cost of or the time required for. performance of am part of the SERVICES under this AGREEMENT, whether or not changed by the order, of otherwise affects any other terns and conditions of this AGREEMENT, the AGENCY shall make anrequitahle adjustment in the (1)maximum amount payable' (2)delivers or completionrsehedule.or both: and(3)other alTeeted"terms and steal I modify this AGRALMEN F accordingly., C'. Ilse CONSULrANT mustdubinit any ..request for equitable adjuStinent,"hereafter referred to as—CLAIM-- under this clause within thigh 13(1) days from the date of receipt of the written order. l lowevcr,if the AGENCY decides that the lads justify it. the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMEN I,. D, Failure to agree to any adjustment shall he a dispute under the section XI "Disputes'"clause.: I lowevet. nothing.. in this clause shall excuse the CONSULTANT from proceeding with the AGRELMEN'I as changed. If, Notwithstanding time terms and conditions of paragraphs (A.l and(Ra above. the maximum amount payable tom. this AGREEMENT,shall not be increased or considered to be increased except by specific written supplement.. tours AGRF+FMEN'i' XIV Endorsement of Plans If applicable, the CONSULI'AN`Fshall place their endorsement on all plans,estimates,or any other engineering data furnished by themz XV. Federal;Review The Federal 'Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress: XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-l(a and b)"are the Certifications of the CONSULTANT and the AGENCY. Exhibit_. "G-2"Certitication: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``6-4"Certificate of Current Cost or Pricing Data. Exhibit. 'GO"is required only in AGREEMENT is over one hundred thousand dollars(S100.000.00)and Exhibit ``G-4" is required only in AGREItMEN EN over.. five hundred thousand dollars iS500,000.00.)These Exhibits must be executed by the CONSULTANT. and submitted with the master AGREt3MLNI_and returned to the AGENCY at the address lasted in section III"'General Requirements" prior to its performance of any SERVICES under this AGREEMENT Agreement'Number 2I I0tii Local Agency ME Professional.Services Cost Plus Plied fee Consultant Agreement Page 4t of 14 Revised OVV0172020 15 XVII Complete Agreement this document and referenced attachment contain all covenants.siipulationk and pnosisions 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 Ibr,any statement,representation. promise or agreement not set forth herein, No changes,.amendments,or modifications of the terms hereof shall he valid unleSs reduced to writing and signed by the panics as a supplement to this,AGREIIMEN XVIII. Execution and Acceptance This„AkiltLEMENT may be simultaneously executed in several counterparts,each of which shall he deemed to be an original having identical legal effect. 1 he CONSUITAN r dots hereby ratify mid adopt all statements, representations, warranties, covetMMIL and AGREEMENI's contained in the proposal, and the supporting material submitted by the CONSt ULAN],and does hereby accept this AGRI;EMEN r mid agrees to all of the terms and conditions Meteor, XIX. Protection of Confidential Information The CONSU I„I AN I acknowledges that some of the material and iMbrImilioll that only come into its poS.SeSSIOn or knowledge in connection with this AGREEME NT or its performance may consist,of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42i6 RCW or other local slate or federal statutes (-State's Confidential Information"), The -State's Confidential Information- includes, but is not limited M. nanWS. addresses,Social Security numbers_e-mail addresses, telephone numbers, financial profiles. credit card information,driver's license numbers,medical data, taw enforcement records tor any other information identifiable to an individual). STATE and AGENCY source code or object code. stArfs 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 CONSUL[ANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the States Confidential Information for any purpose other than the performance of this AGREEMEN r,to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes°Marrying out this AGILEEMEN'T 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 employee& sub-consultants or subcontractors who bane signed a nondisclosure AGREEMENT,the terms of which have been previously approved by the AGENCY, The CONSULTANT agrees to implement physical, ekctitmie and managerial safeguards to prevent unauthorized aeceS5,to the State's Confidential Information. Immediately upon expiratiOn or termination of this AGREEMISNI.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(i1)returned all of the States 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 shalt 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 nisOcction, review, or audit upon reasonable notice from the AGENCY The AGENCY reserves the right to Moniter audit,or investigate the use of the State's Confidential Information collected. used,or acquired by the CONM_U ANT through this AkIREEMENT. l'he monitoring,auditing..or investigating may ic I UdL,hut is not limited to,salting databases Agreement Number 21100E Local Agency A&E Professional Services Cost Plus Few,Foe Consultant Agreement Page 12 of 14 Revised Of/01/2020 16 Violation of this section()) the CONSUL TANI'or its sub-consul Lamssrr subcontractors may result in termination or thisAt RLI'.S2t:VtI and demand for return of all State's Confidential Information,monetary damages. or penalties.: It is tniderstnod and acknowledged that the CONSUId'ANT may provide the AGENCY with information wt)iell is proprietary andlor confidential during the term of this AGREEMLNT. I'he parties agree to maintain the confidentiality of such information daring the term or this AGREEMEN and allei wards. All materials containing such proprietary aifdior confidential information shall he clearly identified and market as-Confidential-and;shah be returned to the disclosing party at the conclusion of the.SERVICES under this AGREEMENT ENT I he CONS( LIANI shall provide the AGENCY with a lht of all information and materials it considers confidential andlor'proprietary in nature: (a)at the commencement of the term of this ACrIt1,LMEN f, or (b)as soon a'such confidential o proprietary material is developed. "Proprietary and/or confidential information"' is not meant to include;any intorinalion which_at the time of its disclosure: (i) is already known to the other party;(tit 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,; uiiE is independently developed by or for the other party; (is) is publicly known;orr(v) is generally utilized by unaffiliated third panics engaged in the same business or businesses as.the CONSULTANT;,. The parties also acknowledge that the AGI:'NCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maimain the confidentiality ()fall 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 anchor confidentialintormation'or otherwise exempt information, the AGENCY.will notify the CONSULTANT ofthe request and of the date that such:. records will he released to the requester unless the CONSULTANT obtains a court order from a;court of competent. jurisdiction enjoining that disclosure. lithe 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 cull-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 acourt of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information If the CONSULTANT and/or sub-consultant fiat to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shalt waive and release and shall hold harmless and indemnify the AGENCY from all claims of actua..l or alleged damages.::. liabilities, or costs,associated vtdth the ACENCY'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 CONS!LI ANT,the CONSt i LTANT shall keep, retain and maintain all '`documents"pertaining to the SERVICES provided pursuant to this AGRLF,MENt: Copies of all `documents"' pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANV'splace of business during normal working hours. If any litigation,claim or audit is commenced,the CONSL I;FANI 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 or this AG RLEMEN'I,-'documents"means every writing or record of every type and descriptions including electronically stored information("Esri.that is in the possession,control. or custody of the CONSULTANT; including,without limitation any and all correspondences,contracts,AGREEMENT ` ', 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, soribblings,recordings.visual displays, photograph& minutes or meetings;.: Agreement Number, 21 WOE LncatAwaney ASEProfessional Services Cost Plus Fixed Fee ConsuttantAgreen,ent; Pegs t3 of 14 Ravkant 01/0412020.. 17 tabulations, computations,summaries. inventories-and writing'regarding conferences,conversations or. telephone conversations, and any and MI other taped, recorded,written, printed or typed matters of any kind or deseripiion; every copy or the foregoing whether or not the original is in the possession,custody,or control of the CONStiLTAN 1,and ev cry 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 thai does not appear on the original. For purposes of thisAMJRhhMW;N E. I;SI"means any and all computer data or electronic recorded media of any kind- including-'Native Filet that arc stored in any medium from cvhiuh it can he retrieved and examined.either dircu y or after translation into:a masonably useable form. ES! may include information andkn documentation stored in various soflweere programs such as: maiI, Otilltaok, Word. Excel.Access,;Nuhlisher, Nt3wcrpoinI.Adohs.. Acrobat SQL databases,or any other software or electronic comtnunisatron programs or databases that the CONSULDAN f may use in the performance of its operations. PSI may be located on network servers,backup tapes,smart phones, thumbdrives, Cfds, DYDs, floppy disks,work computers, cell phones, laptops or any other electronic device that Ct)NSUl IAN I 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 lilts" are asubset of keSi and refer to the electronic format of the application in which such ES1 is normally:. created. viewed,and for modified. The CON S1.(TANT shall include this section XX "Records Maintenance"in every subcontract it enters into in relation to thisACIREEMCNTand bind the subsconsultant to its arms, untess expressly agreed to otherwise in;, writing by the AGENCY prior to the exeetition of such subcontract: In witness whereof,the parties hereto have executed this CiREFMENT as of the day and year shown in the -Execution Date"hos on page one (I)orthis AC EE LMI;NT: Sinatiare Date.... Signature - Rate . g1 Any modification change, or reformation of thiY AGRCE FNT shall require uhsrrova/mn to Ann by the ti ire aftheatlorney General: Agreement Number 21WOE Lova/Agency 48E ProfessionalServices Cost Plus Fixed Fee ConsuItantAgreamant Page 14 of 74 Revised 07101/2020 18 Exhibit Scope of Work Enteral :Aid No. CM-1485(026i 1. Provide complete PROJEC'I'management to deliver ihL PROJGC'1',within mutually determined expectations. 2. Provide monthly status reports and invoices for work performed.. 3. Attend meetings with the CITY to address technical aspects of the work related to scone,design. and schedule otthePROJI,CT. tp to two (212neetings are anticipated:.. 4. Prepare and maintain PROJECI schedule.to be updated monthly or as otherwise requested try the CITY.... 5, Perrornt the held investigations necessary to design the identified improvements. b. Conduct a topographic survey of the PROJFC1'area as required to complete design.plans,and specifications, including call for utility locates: €. Prepare preliminary plans and a cost estimate of improvements for:review and approval by the CITY. 8, Notify private utilities of pending improvements, 9, Based on approved preliminary engineering plans.perform and present design to City at 60% and 902k completion for final coordination. 10 Perform quality control and assurance review of all final documents. 1 i. Provide final plants and specifications to the CI"I'Y in electronic format suitable for printing and use at time of hid advertisement. 12. Prepare the Engineers Opinion of probable construction cost... 13, Prepare advertisement for bids. Coordinate with Agency on number and location of publications. fall;` advertisement fees to be paid by Agency-) 14. Distribute contract documents and maintain a planhotder's list.... t 5. Provide etecu'pnia project contract documents for bidding. 16.Answer and supply such information as is requested by prospective bidders, 17. Prepare and issue addenda,if necessary. 18. Provide Engineer's cost estimate. 19.Attend bid opening and participate in the bid opening and evaluation process.. 20. Provide bid tabulation summary. 21.Provide recommendation olaward letter. Assumptions. I_ Work does not include design/replacement of existing utilities, 2. All improvements shall be accommodated within existing public right of wayleasements. 3 City has completed all Kett ironmentat processes required for the project: Rgrer,ncnt Number. 21100E Exhibit A•Local Agency ME Professional Services Cost Plus Fixed Fee ConeugantAgreementRovtsed 0i400Y2020 Page I at I 19 Exhibit B DBE Participation None. AgMementNinither 21 WOE Exhibit -Local Agemy ARE Profess anal Services Cost Plus Reed Fee Consultant Agreement Revised 0110112020 Page I of 20 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this;I ixhibit the agency, as applicable. is to provide adeseription of the format and standards the consultant is: to use in preparing electronic tiles for transmission to the agency. rho format and standards to be provided may'-. ineiutle, but are no(Itrn t d to,the following: I. Suneymg. Roadway Design st. Flans Preparation Section A Survey Data Will be on tile at Engineer's Office. R. Roadway Design Files Ii Will be on tile-at I ngincefs Office_. C. Computer Aided Drafting Files Will be on file at Engineer' Office. Agreement Number 21100F. Exhiba C-Local Agency A&E Professions!Sprvftes Cost Plus Fixed Fee Consultant Agreement Revised 0laili2020 Page 1 of 4 21 D. Specify the Agency's Right to Rodin\ Product with the Consultant Ithe Agency will review the product Ibllowing preliminary plan completion and prior to final plan completion E. SpecifY the He [conic Deliverables to Be Provided to the Agency (omelet 1)ocuments F. Specify What Agency Furnished Services and information Is to Be Provided A. Provide lull information as to Agency requirements at the project. IA A:Si141 consultant by placing at their disposal all available information pertinent to the site of project including previous reports, drawings,plats. surveys,utility records, and any other data relative to design and construction of the project, C. Examine all studies.,reports,sketches,estimates,specifications.drawings, proposal ,and other documents presented by consultant, and render in writing decisions pertaining thereto within a reasonable time so as not to delay the work of the consultant, D. Obtain approval of all governmental authorities having jurisdiction over the project,and such approvals and consents from such other individuals or bodies as may he necessary !tor completion of the project. Pay all review fees and costs associated with obtaining such approvals. E. Pay for project bid advertisement costs„ F. Prepare all documentation necessary to request CN funding obligation G. Complete all environmental processes required for the project. 11. Complete all federal funding reunbursement requests. Awtement Number: 21100E Settibit C Local Agency A&E Pmfessional Services Cost Pius riXad Fee Consultant Agreement Revised 01/0112020 Page 2 of 4 22 II Any Other Electronic I des to Be Provided Will he on Mc at Engineer's Office II I Methods to Electronically Exchange Data Microsoft Onethive administered through consultant's office, or other PIP site software, ..... Erhlbft C-Local Agency A&EProfessionai SONICOS Cost Plus Fixed Fee Consultant Agreement Revised 011(1112020 Page 3 pi 4 23 Agency Software Suite-- B. Electronic Messaging Sy ter. N'A C. File 'Cransfers Formal .: :ltl Exhibit C-Local Agency A&EEProfessional Services Cost Pats Fixed Pee Consultant Agreement Revised 01/0112020 Page 4 of 4 24 Exhibit D Prime Consultant Cost Computations Sec attached Exhibit D. Agreement Number: 21100E Exhibit D-Local Agency A&E Professional Service Cost Plus Fixed Poo Consultant Agreement Revised 01101/2020 Page?of 25 Exhibit D HLA Engineering and Land Surveying, inc. Fee Estimate(2421). City of Yakima Narthside Atlev Pavina ImArovements: PE phase Direct Salary Cost(DSc): # Man.. Classification Hours Rate Cost($):.. Senior Principal Engineer 10 - x $85.00. _-:$850-00' Licensed Principal Land Surveyor. 4 x $73.50 - $294 00 Licensed Principal Engineer 24 z. 565.00 = $1,560.00... Licensed Professional Engineer:.. 48 x-: $46,00:..... at $2,208.00 Licensed Professional Land Surveyor a a $43,SO = $343.40 Project Engineer: 120 x:.. $33.00>. _ 53,964.00 Surveyor 96 x $3140' $2,976.00:. CAD Technician 160 -x $31,00. = $4,964.00. . Contract Administrator 32 x $36.50 st 51,168.00::.. Administrative/Clerical .... . 40 x 528.00:.. : at $1,124.00 Total DSC : $19.444.00 Overhead(OH Cost including Safety Additives):. OH Rate x DSC 136 71% %. $19,444.00 = $26,531.89 Fixed Fee(FF): FF Rate x DSC . .. 35.00%. x. $19,444.00 = $6,805.40... .. ReSmbursablesi:. Mileage, 0.56 x 220 $124,20.: .. Printing 584640 $969.20:. Grand Total $53,804.49- Prepared by: Michael T. Battle, PE Date: 3/30/2021 it__i'OM Fe::Y ((ArYSIraWmaV{121,Y0tbsim Arn,Piwg'IHtAYee faunal+( r Cath.,Wl Sxt.14.0z VF alv+: . 26 FAD hit LILA Engineering and Land Surveying, but. Statement of Direct Labor,Fringe Benefits,and General Overhead Fur the Year Ended:December 31,2019 Description °lu of Direct Labor :... Direct Labor INDIRECT COSTS :... Fringe Deneiis.... Vacation,Sick and Holiday 1224%- Incentive Compensation 20.24% Retirement Piens 14.12% Employee Group Insurance 14.73°%. Payroll Taxes - 11E7% Workers Compensation 0.48% Other Employee Benefits 0.06% Total Fringe Benefits : 73.04% General Overhead: :. Indirect Labor... 29.16%.. Aecounti Feee:. 1.3096.... ,Automobile 1.04 0 Bank charges and processing:tees 0.08% Computerhardwaretsoftware 3bS°ln.: Depreciation and 4mnrtieatinn... 3 60°k: Dues and Prafessmnal Ltcenes:: 0,60°:0.. :. Insurance 2.87%..... Leased Equipment 0.77%.. Meals and Entertainment Expense 0.70°% Office Supplies and Postage 1.41% Priming and Reproduction 0.27%- Piofessianal Services: i.09% Rent and Utilities 5.74% Repairs and hiaintenaoce 2.59 f.: Seminars and Prot'Education 0 87% Supplies 126 ip 'Taxes and Licenses 66$ES Telecommunications. 1.46% Travel 0.66% Direct Costs Recovery -1,75°r'o_.... Total General Overhead: 63 30%: Tatai Indirect Costs r. 136.34% Facilities Capital Cost of Noun(FCCM) 0.1704 Indirect Cost Rate 136.7i le 27 Exhibit E Sub-consultant Cost Computations The CONSIILIA shal I not stitfreontraw tor the perlormanee of ally work Wider this AORI1M141 ithow prior written permission of the AtiENCY Refer to Section VI ''Sub-Contracting"of tills ACIRHEMENT_ Agreement Number: 21100E extlibits,Local Agency AFE Professional Services Cost Plus Fixed Pee Consultant Agreement Reviser,01101/2020 Page lot 28 Exhibit F Title VI Assurances During the performance of this AGREEMENt the CONSUL TAN r, for itselfi its assignees,and suesiessori: in interest agrees as follows. I Compliance with Regulations: The CONSt OMANI shall comply with the Regulations relative tO non- discrimination in tedentlly assisted programs of the AGENCY, Title 49,Code of Federal Regulations. Part 21, as they may he amended from time to time thereinafter referred to as the"RECLINE IONS"), whisk are herein incorporated by reference and made a part of this AGREEMENT 2. Non-discrimination. Ihe CONSULTAN f, with regard to the work performed during this AGREENIENT, 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 lenses of equipment.The CONSUL]'AN shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGIRA I IONS. including amPloYment Practises when this AGREEMENT covers a program set forth in Appendix B of the REGL,LATIONS. 3. Solicitations for Sub-consultants,Including Procurement of Materials and Equipments 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 CONSUL IAN r of the CONSUl.fAxn's obligations under this ALiRUFMINf and the REGULATIONS relative to non-discrimination on the grounds of rano color, sex,or national origin. 4, Information and Reports:The CONSUL]AN! 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 inibrmation, and its facilities as may be determined by the ACiENCY, the STATE.%or the Federal Highway Administration(19-EWAi to be pertinent to ascertain compliance with such REGULATIONS,orders and instructions,Where any information required of a CONSULTANT is in the exclusive POssession of another who fails or refuses to furnish this information,the CONSULTANT shall so certify to the AGENCY, the STATE. or the El TWA as appropriate,and shall set forth whin efforts if has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULLANTS non-compliance with the non discrimination provisions Minns AGREEMENT, the AtiENCY shall impose such AGREEMENT sanctions as U.the STATE,or the FI(WA may determine to he appropriate, including but not limited to: • Withholding of payments to the CONSUEIAN I under this AGREEMENT until the CONS!WIANT complies.andiori - Cancellation..termination,or suspension of this AGRITAillsN f in whole or in part 6. Incorporation of Provisions: he CONSUL TAN! shall include the provisions of paragraphs(I)through (5)in eve's, subcontract including procurement of materials and leases of equipment,unless exempt by the REGULATIONS, or directives issued pursuant thereto, I he CONSUL)ANT shall take such action with respect to arty sub-consultant or procurement as the STATE,the AVIENCY,or El IWA ma Y 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 thmatenecl with, litigation with a subsconsultant or supplier as a result of such diteCtinn,the CONSUL IANT may request the AGENCY enter into such litigation to protect the intireSIS of the STATE and.tor the AGENCY and., in addition,the CONSULTANT mai, request the United States enter into such litigation to protect the interests of the United Staten Agmenieni kumbei 21 WOE Exhibit F Local Agency rtgE Professional Services Cost Plus Fixed Fee C011sUitaint AgrOOrrtOnt ROWS04 01 101a020. POge I oil 29 Exhibit G Certification Documents Niukt i) Certification•of Consultant shila (*obiRearm) or Agency ith' C Certification Regarding Debarment, Suspension and(Aber Responsibility Meters- Primary Cavcred Transactions Ms/abaft Ceni Nail:ion Regarding the Restrietiots 41te Lee Of Federal tiunda Int Ifebbyin N/A i 4 CCni Reattt tat unapt Cost or Prieina Data >N/A Agreement afloat 2 1 001:: Exhibit G-Loco(Agency A&E Professional Services Cost Plus Axed Fee Consul tent Agreement Revised 0110112020 Page I oil 30 Exhibit G-1(a) Certification of Consultant I hereby certify( that I am the and duly authorized rcoreaentativc of the firm of ] LA Engineering and I and Surveying,inc_ whose address is 2803 liver Road. Yakima, WA 98902 and that neither the chose him nor I have: a Employed jar retained for a comntissipn, percentage' brokerage; corningent lee- or other consideration.. any firm or person(other than a bona fide employee working solely For me or the above CONS(ill AN7 ) to solicit or securethis AGREEMENT; -. . . bj .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 ACRE M4N 1;or c(. Paid, or agreed to pay, to any firm,organization or person (other than a bona tide employee working solely for me or the above CONSU FANT)arty tee. contribution, donation. or consideration of any hind For, or in connection with. pntcuri ig or carrying out this AlJRE;Ir;MEN f;,:except as hereby expressly stated (irony);: I ackuay.ledge that this certificate is to be fnrriished to the Washington State Lieparnnent of Transportioh and the federal I tighcva)Administration, G;S, Department of Transportation in connection with,this AGREP:MENT involving participation of Federal-aid highway rinida.and is subject to applicable State and:. Federal taws,both criminal and civil, 11L.A;Engineertng;and Land Surveying, Inc:. Cunsutlant one Name). zf. 4 ... Signature(Authorized Off cic olCon- itan) Dais Au cement Number 2I.1001s; Exh,Wt( -Loeb/Agency A&E Professional Serv,ces Cost Plus Fixed Pee Consultant Agreement Revised 01/014020 Page • 31 Exhibit G-1(b) Certification of AgeniA Official hereby certify that I am the: • 1 Agency Official Other of the Local Agenes of Yakima, WA and that the consulting firm or Wrepresentative has not been required directly or indirectly as an express or implied condition In C(111111eCtIOD WWI obtaining or carrying ma tliik AGREEMENI•to: I mph or retain,or agree to employ to retain. any firm or person;or h) Pay or agree.to pay, to any firm,person, or organization. any fee.contribution.donation, or consideration or any kind: except as hereby expressly stated (if any): I acknowledge that tin',certificate is to be futnislied to the Washington State Department or kransportation and the Federal Highway Administration, ti,S, Departniern of Transpormtion, in connection with this AGREIVAIENT involvMg participation oilederal-aid highway hinds, mid is subject to applicable State and Federal laws,both criminal and Signature Date • Atovemant"Number:•21100E Exhibit G Local Agency A&E Professional Services.Cost Plus Pixed Foe Consultant Agreement Revised 01/01121= Page 1 oil 32 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters Primary Covered Transactions I. The prospective primaty;,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 (Fero covssed tnuisacfions by any I'ederal department or agency: R. I lave 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 transact ion;:viotation of Federal or State anti-trustsunnes or commission of einbe clement, theft, forgery. bribery. falsification or destruction of records. making fake statenaeats, or receiving; stolen Napoli,"); C. Are not presently indicted fni or otherwise criminally or civilly chained by a govcrninental entity (Federal; State, or local)with commission of any of the ol1 nsesenumeratedinparagraph(1}fh) arnee certification, and D. Have not within a three(3)year period peceding this application / proposal had one or more public iransactons (Federal. State and local) terminated for cause or default. 11 Where the prospective primary participant is unable to certify to any of the statements in this certification,. .. such prospective participant shalt attach an explanation to this proposal DII A Engineering and Land Surveying. Inc. Consultant(Ftrm Name) ��.. Signature(Authorized Official t Lf"ionSWta t) : Date Agreement Number 2,1.10Ots: Exhibit G-Lora!Agency ACE Professional Services Cost Pius Fixed Pee Consultant Agreement Revised tNt01/2020 Pagel of�t 33 Exhibit 3 Certification Regarding the Restrictions of the Use of Federal Funds, for Lobbying the prospective participant Cettthery,h, sigabt,g and aahmi aug title hid or propamd„h Ow boat e Ins oehur' knowledge-and beSiefotha t: I -No Federal appropriated Fondabane been paid er oil! hp paid. by or try baba]lof the undersigned,to any... person far niEluencing or„attenrpling to influence an ofiieer car-enplo}ree cif flny Federal agency,a Member... or Congress.ongr'ess.an°biker Or employee•a Qangren.or any emple ee of a Member of C ongrea o in commotion -. %rabtheawrding-o4any Federal eontraet,the making m any Federal gram, theann4,ingol any Federal loan, : the-entering'into of cal i cooperative AGREEMENT;f MENT;,find the extension.continuation,renewal;flrnetichnern, or modification off ederal concraet,grant. War eeopemti4e-Ac1C51bMF1}k f. g. -:lifinybund9:caher than Federal appropriated ftmdshave been paid or will he paid totally tle en TrrF.. influencing or attempting*to-iofla epee-awefheerti ernpteyee*if=azty Fed rs$.:agenev.e Member of-Congress.. atbetkeer erernplayee OfteMagres.r:•Of aft.ernptoyee ore Member olCungr; s itt connection with this Federal-animal., glint. loan or cooperattiveAGRrWvIEN l; the-antlersigned:shall complete and submit Standard Form-TEAT eiesur Fiona-to-tepert obbylitg;`=-tneeerdusetrwitH-itsiostruetierra;:. Tits certification.islitraater€al-• aseut f-f'asf-about-°.vhiieh'ch§aneeiwts-pkaeed-rubewtktsdrttu:;n Hwi was-tttadeor-entered-intei:-Subrnissit taf€hi•s-eet'ti€ieotien is a prerequisite Filmmaking or.emoting:into tbislrenseetien inrpaed-'byNeetinn i bitk-31; 1;:S. Gede-A y pet seo Out-flails to file-the-required eemittentitwthed{-ter;,rckb;leeftcs-a indlpefnky1tf tet-kass-thrtn I0;A0040readneotttorebliawfl00;000.A0 fhi'eueh-sucb Failure:.. The preveetive p5ratieifrant t lso-a egis--te rubrrtitt ng-his-os-hef+A tervepesa= thntithebangttagvt-afthiamertihea - inplIfewer4ierfattb-etantraets;- - -eateead-E1-0 ,000: arfel-thabahmixth sub-reeipiento shall eerti£y-auddisektse xeeec is-ngly,. N/A: Consutant(Firm Name) Signature(Authorized Moroi ta:Consultant):.. Date Agreemen€Number: 21 100E Exhibit G-Local Agency ABE Professional Services Cost PSIS Fixed Fee Consultant Agreement Revised 0110112020 Pagel oft 34 Exhibit G-4 Certificate of Current Cost or Pricing Data nib is-in certify that, to the best of ntv knew,idgeswtd bjh.l. tht voat or pricing clam tas defined in section 2.101 of the Federal Acquisition Regulation(FAR) and requited under FAR subsection 15.4(134)submitted. either t:mutiny or by hpes the iderntficsitintt§titiveritatgi to Cennvf eth g-k3ffieereritothetito tvae€ingsChgteefr representative in sap1}'roa of "are nectrrttte,erimplete,and current tin of This cdla"ihcution1Nelodea the-cost ofpricingdantsupportinganyadvanceAGREEMEthil 'sandforwardpricing; rate.At;RLEAIEN l i'n between the Offer or and the£imerninent-that a€e inni the proposal.:. ttirnz:,.. Signature.... Tale . Date of Eseetdion *identify the pitoposat quotation,Annan tar pricing adjustment.or ogler subimwAun involved,giving Ike appipnate identrf ya>g number feign project title **ingest the day.month,and year,Pawn.pow tcgotvdiomvim.concluded and pitn AtethE ENi nos n'x'h4 x "*Inner;got day,month,and V & tisciamit.ism)stand he do vlbse as PI'N'tn.able to the Joe the price negotiations tittle hot at1oded anti the commis price,va.o atoned to Agreement Number. 21.100E Exhibit G-Luca!Agency ABEDrofessionat Services Cost Plus Fixed Fee Consultant Agreement Revised..0 110 112 0 2 0 Pagot of 35 Exhibit H Liability insurance Increase TQ Be Used Only if im uranee Requirements Are Increased; he pre essional nubility Ln,t,of the CONSU I TAN1'to the AGFNC'Y identified its-Section XII,Legal Relatizons. and Insurance oaths Agreement in amemied to Y The CONStll.AANI 5h ail prim ide Professional iotial IV ability iasnsance with minimum per occurrence limits in the amount of I Stroh insurance coverage shall be evidenced bysotne of the-following methods• • Certifieate of Insurance, .. Selfrinnsurtueethrottghanirrevocable4etrer-aliFiTeditlttronte-eiaaliihedtintineittl-itmtitt44ai usttraneethroughdoctmtentaeio &ki'wpara4euntil•Nestablisheaexebusively4&the-paynr'ntMpreIesimia4 4ialiilifyietaimt:includingclaim•amourntsahwady-.reaerve4tigtiiristithe4nid,sJegtatati established 42-ierrayinent... fruan the fiend, a ertpv of the latest annual financial statements,and disclosure otthe investment portfeliorfor`.. those funds. Sheakkhemanimunta Ansieditnitdequired4AdherAGHNHAN. . attimwee4..: .. $4-milli spituaenivenee-etc the>uaI te- 4 the minimums-whSohever is gunner, then justification-shall,bursa sainted to the Federal highway Administration fF P.-}-fet-eppve at-tetiecreseethe-tit nknuttn4nsuraaee4i+r4I. fix f ti!"xr L„i"'tx Or i"rx A' M.,...5 ('k I=4I•W14.xepl+rovul-fi:+-ohtat � „x9tHurs.�=m,. ...Ga.n�a Y�r�;�s..-m.drttotrat jttttte3.Y.tiemt ilysin"wancescggife€L:. '.,Lcic:-('ttat-ttt added is:,cmariee iesit ia'etnervnt to$.. ,... .._{rtelade SI comits:dee ifl T-E ett'ftstt-shafirmariberbilleitagaiitist-an-T%k3WA#ial ::, •tnjret-:.. r—Ftit4itu4'trnntinetssintalade"t: ' "bit: .. I'Jlnt } Agreement Number 21100E? Exhibit .focal AgencyABE Profession.tSenates Cost Plus Fixed Fee Consultant Agreement Revised 01f0112020 Page f of t 36 Exhibit I Alleged Consultant Design Error Procedures fhe purpose of this eShiNt IS to CSWOOSO a procedure to determine if a consultant's alleged design error is of a 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 agembu believes it hats StIffeled some material damage due to the alleged error by the consultant Step 1 Potential Consultant Design Error(s) is Identified by.Ageney's Project Manager At the first indication of potential eons than design titrOil4 the first step in the process is for the Agenbu's project manager to notify the Director ofPublic Work s or Agency Engineer regarding the potential design errons). For federally funded prmects, the Region Local Programs Engineer should he if-LI-brined and involved in these procedures. (Note: rho Director of Public Works or Agenm ItIvineer 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(he remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(*) After discussion.of the alleged design errofts)and the magnitude of the alleged error(s),and with the Director of Public Works or Agency Engineer's COOCWISIWW the project manager obtains more detailed documentation than ik normally fequireci on the project. Examples include'. all decisions and descriptions orwork: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 or the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should he 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 erroRs),there are dime possible scenarios, ft is determined via mutual agreement that there knot a consultant design efforts). lithis is the ease,. then the process',vitt not proceed beyond this point. 4 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 he 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. Ihe 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 fetal reimbursements, No further action is reqUirOW There is not a inning!agreement regarding the alleged consultant design ermr(s).The eonsultan may request that the alleged design effor(s) issue be forwarded to the Director of Public Works or Agency Engineer for reNiCW. lithe 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, A gi eemem NUM het: I 0012 Exhibit 1-Local Agency A&E Professional Services Cast Plus Fixed Foe Cats:01(00 Areemont Revised 9//04/2020 Page 1 of 37 Step 5 Forward Ittocumtints to Locat Programs for Federally rondo('projects all available, information, including costs,should bc forwarded through the Region Local Programs Engineer to LP for their MN ley,:and consultation with the Ft I WA I,P will meet with mpresentatives of Me agency and the consultant to review the alleged design errorrsa,and attellipt to find a resolution to the issue. Cr necessary, 13 wall retattest assistance from the Attorney Generals Office for legal interpretation. I.P will also identify how the alleged error(s)affects eligibility of project costs for Federal reimburseinerat it If mutual agreement is reached, the agency ttnd consultant adlust the scope of work and cost to reflect the agicerl upon resolution, LP, in consultation with f 111AIA, will identity the amount of kki& participation in the agreed upon resolution or the issue, if inutual agreement is tim reached, w agency and consultant may seek_settlement by arbitratioii or by litigation, tfigreemeat simmer 211001, Fidittat I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agesernent Revised'0110112020 Page 2 of 2 38 Exhibit J consultant Claim Procedures The purpose of this exhibit is to dcset ihe a procedure rcgzxding claims}on n consultant Agre"lent."1'he [olfowing., procedures should only be utilized on eonsuhant claims greater than$1,000. lithe consultant's elaim(s)arc a total :. or`1 00o or less, it would not be cost effective to proceed through the audined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate ajar and reasonable price;for the consultant',claim(,)that total 51,000 or less.. This exhibit will outline the procedures to he followed by the consultant and the agency`to eonsidera potential claim by the consultant. Step I Consultant Files a Claim with the Agency Project Manager lithe consultant determines that they wcre requested to perform additional services thnt were outside of the agreement's scope of work, they may be entitled to a claim.The first step that must he completed is the request for consideration of the claim to the.;.Agency's project manager. Fhe consultant's claim must outline the following:: • Summation of hours by classification I`or each firm that is included in the claim; Any correspondence that climeted the consultant to perform the additional work' • Timeframe of the additional work that was outside or 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 I.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 tto determine if the Agency agrees with thpclaim. If the. EilW:4 is participating in the project's funding, forward a copy of the consultant's claim and the Agency`F recomme,ndation for federal participation in the claim to the WWDOT Local;Pwgrams through the Region Local Programs Engineer.lithe claim is not eligible for federal participation, payment will need to he from agency funds. If the Agency project manager Director of Public Works or Agency Engineer, WSDO I Local Programs (if applicable),and FtlWA(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.Alter the request has been approved the Agency shalt write the supplement and/or new:. agreement and pay the censuluant 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 coxsultant's claim,proceed to step 3 of the procedures. Agreement Number: 21 100E Exhibit./-Local.Agency A&E Professronat&entices Cost Plus Axed Fee Consultant Agreement Revised011011202O Page I of 2: 39 Step 3 Preparation of Support Documentation Regarding Consultant's Mints) I[the Agency does not agree with the consultant's,clai m, the project manager shall prepare a surnntaru.. kw the Director or Public works or Agency Engineer that included the following' -. E'apy el`:informadon supplied by the consultant regarding, the clainx% • Agency's summation or hours by classification for each firm that should be inc laded in the claim; • Any correspondence that directed the consultant to perform the additional work:.... . .. • Agency's smnmary of direct Tabor dollars-overhead costs,profit and reinthursable costs associated with the additional work: • Explanation regarding those areas in which the Agency doesrdoes not agree with the:conultant's:-.. elaimW ▪ Explanation to describe what has been inatitoiled to preclude future consultant clainash and: • Recommendations to resolve the dram. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation 'he Director or Public Works or Agency Cngincer shall review:and administratively approve or disapprove:. the claim, er 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'.I. concurs nee from WSDO Local Programs and Fk1WA regarding final settlement of the claim, If the claim... is not eligible for federal participation,payment will need to be Pram agency funds. .. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engirteer shall notify(in writing)the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claims) and rationale utilized for the decision, . Step 6-.Preparation of Supplement or New Agreement for the Consultant's Clahu(s) Phe agency:Than. write the supplement and/or new agrcemennt and pay the consultant the amount of the claim. Interim the consultant that the final payment for the agreement is subject to audit Agreement Number 21100E &xh7bftJ-Local Agency A&E Professional Serurces Cost Plus Faxed Fee Consultant Agreement Revised tfl/0V202tt Page 2 of 2