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Home My WebLink About022712_ca09 Department of Public Works o Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request From: Board of Commissioners Philip Morley, County Administrator Frank Gifford, Public Works Director :::J)J To: Agenda Date: February 27,2012 Subject: Standard Consultant Agreement with TranTech Engineering LLC for On- eall Bridge Load Rating, Bridge Inspection, and Miscellaneous Structural Design Services Statement of Issue: Standard Consultant Agreement with TranTech Engineering LLC of Bellevue, Washington for On-call Bridge Load Rating, Bridge Inspection, and Miscellaneous Structural Design Services. Analysis/Strategic GoalS/Pro's & Con's: Jefferson County Public Works antidpates the need for periodic assistance with various tasks related to bridge management including: bridge load ratings, atypical and/or emergency bridge inspections, load posting and issuance of overweight permits for bridges. Public: Works also antidpates the periodic need for structural design services on various projects. Public Works staff used the consultant selection process to select this consultant, along with 2 other consultants, from the 2010 Professional Services Roster, due to their excellent bridge and structural engineering capabilities. Fiscal Impact/Cost Benefit Analysis: The maximum amount payable under this agreement is $25,000. The maximum amount payable for each task will be individually negotiated in subsequent formal Task Assignment Documents. The Consultant is not guaranteed to receive any minimum amount of work under this contract. Recommendation: The Board is requested to execute the Standard Consultant Agreement with TranTech Engineering LLC, and return 2 originals to Public Works. Department Contact: Monte Reinders, P.E., County Engineer, 385-9242. Reviewed By: inistrator Uti (IL Date .,.-~ '-~ ), Local Agency ConsultanlfAddresslTelephone Standard Consultant TranTech Engineering LLC Agreement 12011 NE 1 at Street, Suite 305 Bellevue, WA 98005 l8JArchJtecturallEnglneering Agreement (425) 453-5545 o Personal Services Agreement Agreement Number Project Title And Work Description TRANTECH2012-1 Federal Aid Number On-Call Bridge Load Rating, Bridge Inspection, and Miscellaneous Structural Design Services nia Agreement Type (Choose one) o Lump Sum Lump Sum Amount $ o Cost Plus Fixed Fee DBE Participation Overhead Progress Payment Rate _% o Yes l8JNo % Overhead Cost Method FederallD Number or Social Security Number o Actual Cost o Actual Cost Not to Exceed _% 68-0607809 o Fixed Rate Do you require a 1099 for IRS Completion Date Fixed Fee $ l8J Yes ONo March 31, 2015 l8J Speclflc Rates Of Pay Total Amount Authorized $ 25.000.00 l8J Negotiated Hourly Rate o Provisional Hourly Rate Management Reserve Fund $ o Cost Per Unit Maxlmum Amount Pavable g; g;25 000.00 Index of Exhibits (Check all tbat apply): TIllS AGREEMENT, made and entered into this day of . , between the Local Agency of Jefferson County, Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT' DOT Fonn !4().{J89 EF Revised 31'2008 1 <;f ,., , WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient stafIto 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 theWashington 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 incorpomted and made a part hereof; the parties hereto agree as follows: I Gm~Des~&nmWom The work under this AGREEMENT shall consist of the above descnOed 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 mWork The Scope of Work and projected level of effort required for this PROJECT is detailed in Exlubit "N' attached hereto and by this reference made a part of this AGREEMENT. ill General Requiremmts 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 Fedeml, State, Commlmity, City or Couoty 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 gmphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easil:y be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis ofmee, color, national origin, or sex in the performance of this contmct. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and llllminilrtration of US DOT-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. IfDIMIWBE firms ate utilized, the amounts authorized to each firm and their certification number will be shown on Exlubit "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 manrlatnry DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Progmms Project Development Engineer in consultation with the AGENCY. 2 v ,- . All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." 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 insttuments 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 insttuments of service, not occurring as a part of this PROfficr, shall be without liability or legal exposure to the CONSULTANT. IV Time for Beginllillg 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 paymeut shall be full compensation fur work performed or services rendered and for allIabor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall confurm to all applicable portions of 48 CPR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be detennined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROfficr Manager. VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit "0" 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 ExbJ'bit "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 Paymeut laws as set forth in RCW 39.04.250 andRCW 39.76.011. The CONSULTANT shall not sub-contract fur 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-coutrsctor, any contract or any other relationship. A DBE certified sub-consultant is required to perform a minimum amount of their sub-coutracted agreement that is established by the WSDOT Highways and Local Programs Project Developmeut Fngineer in consultation with the AGENCY. 3 '.> '.' vn Employment The CONSULTANT WllITaIlts 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 bas 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 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or tecbnical 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. Vlll 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 2000d4a) 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 use Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) 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 4 " .: attached Ex!noit "II" 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 termin~tPil by the AGENCY other than for default on the part of the CONSULTANT, a finaI payment shall be made to the CONSULTANT as shown in Ex!nOit "f' 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 finaI payment shall be due and the CONSULTANT shall innnediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are termin~tPil by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actnaI costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfuctorily 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 its 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 actnaI 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 PROffiCT, or dissolution of the partnership, termination of the corporation, or diMffililltion 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 conCUITeDCe, desire to tennin~te 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. 5 " .. . 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 AGENCYfind 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 Worle and will be paid for as herein provided under Section XlV. 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 emJrs 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 pro".".jfings 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 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. 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, d"",~nd., 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 imm,mity 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 6 ... .. --~ acceptable supplemental agreement, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract l1dmini<:1:ration. 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. D. Professional liability (Errors and Omissions) policy in an amount of not less than one million dollars ($1,000,000.00) combined single limit if any employee, agent or representative of the CONSULTANT undertaking work in furtherance of or pursuant to this Agreement holds or is required to hold a professional license issned by the State of Washington or any other state. 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'S insurance required by this Section shall be in all circumstances primary to any insurance available to the AGENCY. 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. 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 anthorized 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. 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. 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. 7 . B. If any such change causes an increase or decrease in the estimated cost o~ 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 adjustmeot", 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 anyadjustmeot shall be a dispute under the Disputes c1oose. 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 supplemeot to this AGREEMENT. xv Endorsement ofPIans 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 Departmeot of Transportation shall have the right to participate in the review or eJ<Rm;n,mon 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, Exlnbit ''M-3'' Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exlnbit "M-4" Certificate ofCurreot Cost or Pricing Data. Exlnbit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIll Complete Agreement This documeot 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, represeotation, promise or agreemeot 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 amendmeot 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 mtify 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. 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. 's Slg1l.......:..,. '2.. / ,to 1/7- Date I I l..t6~ ~ 1?'e . COUNTY OF JEFFERSON BOARD OF COMMISSIONERS John Austin, Chair Phil Johnson, Member David W. Sullivan, Member 9 " Exhibit A-2 SeopeofWork (Task Order Agreement) Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be individually negotiated with the CONSULTANT. The amount esta'blished:fOl' each assignment will De the . . maximmn amount payable for that assignment unless modifilid in writing by the AGENCY. The AGENCY is not obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY'S and CONSULTANT'S obligation hereunder are limited to tasks assigOOd,in. writing. . , . Task assignments made by the AGENCY shall be issued in writing by a Fonnal Task Assignment Document similar in format to page 2 of this exhibit. . An assignment shall become effective when a fannal Task Assignment Document is signed by.the . CONSULTANT and the AGENCY, except that emergency actions requiring a 24-hour or less response can be handled by an oral authorization. Such oral anthorization shall be followed up with a Fonnal Task Assignment Document within four worldng days, and any billing mtes agreed to omlly (for individuals, subconsultmrts, or organizations whose mtes were not previously estsblished in the AGREEMENT) shall be provisional and subject to final negotiation and acceptance by the AGENCY. Task assignment. may include, but are not limited to, the following types of work: 1. Bridge load mtings. 2. Bridge scour evaluations. 3. Assisting the County with atypical and/or emergency bridge inspections. 4. Assisting the County with load posting of bridges. 5. Assisting the County with issuance of overweight permits for bridges. 6. Miscellaneous structural design services for various projects. Upon written direction from the Agency to proceed, the Consultant shall provide these services more fully described as follows: ADMINISTRATION AND COORDINATION The CONSULTANT will be required to contim1Rlly coordinate with the AGENCY the wOIk effurt involved in all tasks under this agreement. Work completed under this task shall include the following: 1. Provide one-cn-one liaison between the Agency Project Manager and Consultant team. 2. Progress and information meetings as needed. Notification of anticipated delays or problems. 3. Provide monthly written progress report with monthly invoice for accomplished wOIk at a frequency not to exceed one per month, which shall include the following: a. Name of each employee that wOIked on the project in the billing period b. Each employee's job classification c. Each employee's hours worked . d. Each employee's hourly wage mte e. The total wages paid each employee f. Each invoice will also include all direct non-salary costs and copies of supporting invoices or bills. The Agency will disallow all or part of any claimed cost, which is not adequately supported by documentation. g. All mileage charges will be supported by documented departure and arrival odometer readings for all vehicles used fur the work. ., (EXAMPLE) EXHIBIT A-2 Formal Task Assignment Document Task NUmber The general provisions and clauses of Agreement TRANTECH2012-1 shall be in full force and effect for this Task Assignment. Location of Project: Project Title: Maximum Amount Payable Per Task Assignment: Completion Date: Description ofWark: (Note attachments and give brief description) Agency Project Manager Name (please print) Agency Project Manager Signature: Date: Oral Authorization Date: See Letter Dated: Consultant Name Consultant Signature: Agency Approving Authority: (please print) Date: Date: '" Exhibit c Electronic Exchange of Engineering and Other Data In this Exln"bit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A Survey Data: cadastraI, topographic, and construction surveying: ASCII format or Land XML containing point numbers, coordinates in Washington Coordinate System Grid, point descriptions. B. Roadway Design Files: Agency's current Engineering computer program file fonnat or Land XML format. C. Computer Aided Dnifting Files: Autocad file formal in the Agency's current version or older. D. Specify the Agency's Right to Review Product with the Consultant: The Agency shall have the right to review the submitted files with the Consultant at the Agency's discretion. E. Specify the Electronic Deliverables to be provided to the Agency: All surveying data, maps, and plans; preliminary engineering studies, calculations, computer program results, analyses, reports, correspondence, reviews, and photos; preliminary, intermediate and final permits, cross-sections, profiles, Plans, Specifications, and Estimates, schedules, contract documents; and construction engineering and management documents. F. Specify what agency furnished services and information is to be provided: The Agency will review all submittals from the Consultant, provide direction on project issues when required, and provide access to all available Agency resources relating to the applicable projects. II. Any Other Electronic Files to Be Provided: As needed. lli. Methods to Electronically Exchange Data A Agency Software Suite: Microsoft Office (2007 or older) programs, Autodesk Autocad 20 12 and/or Civil 201 0 programs, Eagle Point design programs. B. Electronic Messaging System: Microsoft Outlook C. File Transfers Fonnat: ASCII, Microsoft Office programs formats, Autodesk program formats, Eagle Point program formats. D. Physical media: Transfer all data to the Agency on optical media: CD or DVD format. " "' 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 incidentaIs necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CPR 31. 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "E" and "P" 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 ntiH7P.d. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall mainrnin support data to verify the hours billed on the AGREEMENT. 2. Direct Non-saJary Costs: Direct Non-saJary 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 suIH:onsuItant costs. a. Air or train travel will be reimbursed only to economy class levels unIess 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 48CFR Part 31.205-46 "Travel Costs." b. The billing for Direct Non-saJary 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 Arlminimator 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. Arrj changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." 4. Maxinnun Total Amount Payable: The Maxinnun Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the hearling of this AGREEMENT. The Maxinnun 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 AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exlubit "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 Fmal 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 constitote 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 andit 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. ~#. ., ,- exhibit E-2 ConSultant Fee DelermlnaUon - SummDIY Sheet (Spoolflc _ of Pay) 'Fee Schedule Direct Labor Rates $59.00 $59.00 $50.00 $54.60 $50. .00 $34.00 .00 $37. $20.00 $42.00 $36.00 $25.00 Overhead al146.26% $36.29 $8ll.29, $73.13 $79.71 $73.13 $8ll.82 $49.73 $42.4 .12 .25 1.43 2.65 $36.$7 ~ Fee 30% 17. $17.70 $15.00 $16.35 $15.00 13.50 $10.20 $3.70 11.10 .00 $12.60 $10.80 $7.50 AD Inclusive Hourly $162.99 162.99 $135.13 $1 .56 $135.13 $124.32 $93.93 $30.12 $1= $55.25 $116.03 $99.45 $59.07 Cat A B C HI H2 I Jl J2 L Nota: 1. AD TnaveJ will be blUed parWSOOT TnaveJ RaguIa1Ions 2.lfconlmcl mul1l~. the ratasmay Include uplc 5%""-' paryar . f' ..... =:r.= Washington State "II Department of Transportation P"liIUla J. HIIII1I'nOrtd, P.El. $.ecFetaJy of'rlan$pOrl&lIon Nnvcmber 17.2011 l'ranspottalkm Bulldillg 310 Maple pari< Aven"" SE. P.O. !lQx413l!tl O~I&, WA 98S!J4.73OO ~100~ TrY: ~813 Wi,\wli1i!dllt.~ Khashayar NiTC=il, Owner TranThch .eering, LLC 12011 NlllSlS:tl!llet. $tc'30S SeIlevne. VI A~OO$.41l30 Re: TranTech Engineering, LLC Overhead Schedule Fiscal Year End December 31,2010 ~ Mr. Nikzad: We have oompleted a desk r.eview efyoor ovetllead schedule fQr ~ ~e :referenced .1l&uilYblU'. Our review mcl1.Uiled the dooumentalion provided by TnmTeeb :Engin",-.lag, LtC. 'I'hereviewed data included, but was not limited to; the ~hedule of the indirect cost mte, 1I description of the cnmpany, basis of aCcounting anddesoription ofTranTech Engineering, LLC's accounting system lInd the basis of indirect costs. Based Q11 our work; we are issuing this letter of review establishing TranTeeh Engineering, LLC's overhead rate fortbe fl. year ~g~":n+ 2~la.1Jt 146.24% ofili'rect lab0t.Costs billed tollGtuaJagreemerrts wtlI sfill mH\llhj~ to IlUllit of I<<l!U4I oostS. Pl~'C~k with the WSDO'rCClnsu1tant~~ QlQ) ilil.tliuttb.e WsnoT Area Cotmdtrm.f I..iaYlIIlnto cletermine wlren tbW reviawedratll wiU:be iqlpiiwl51eto your WSOOT ~ent($}. Al$O; tlln'Ie!:nbet that when you Jitovidenext year's overhead scltedute wo.ur offioo, you will aliro need to submit your Ot11npeltsattOll AlUll)'siS rot review. This atUI'~ rtulst be in eomplianCtl with the steps listed in theAASHTO Audit Guide. ~ 1. We will lWel1your Competf9Gttir;.n hlalysis in order to oomplete our reV'lewofy(M" oveMead sehedule. ~ ., Mr. NlkzaQ NOVember 17, 2011 Page 2 :-{ , . ,. j Ii 1 ,ri ;i.; . . Ify~u, or any representatives ofTranTech Engineering,LLC, have any questions, please oontact Martha Roach, J eri Sivllrtson,or Steve MoKemey at (360)705.7003. Sincerely, -m~~ Martha S. Roach Agreement CompJilu:lce AuditMmmger MR.:ds RncJosures o.c: StllVe ~Y. Director ofIritemal Audit Jeri Sivertsc:m. As$istant DirectM ofIntetnal Audit Larry SeOOfie1d, MS 47323 File > ,. E.'lChihit f ':t'11!nTedt Engineerm~LLC OverJnm!lScbedu1e For the Yllttt' Entled~~1.$10 FinllJ\clIil S~t TfilfiTecl1 ACCepted i:lllSllrlptfw AuioUnt Alij . WSllOT Adj. ~ AmolUlt % Direct Labor $45S,994 . $455.994 tOO.flll"Ai Fringe Benelitsl VlIOlItiQII, SIck, &. !il:iIidlly m,liS2 $58,652 12.86% Pl1yrofiTaxes 51,470 51,470 11.29"10 HeaJlfi~ 39;192 39,792 8.'i3"AJ Worlren;' Comp. IlIsunmce 1,377 1,377 0.30% Friltge Bent:fits Bstimate (1,223) I (1,223) .(,}.21".iIi Tollil Fringe Benefits $15:1.291 $Q ($1~) $150,061 32.1l'1% Gllnentl Overlread: Intfirlid:LIlbor _1,944 ($5,96(i' H $275,9.18' 60.52% Bidattd Ptopasal:l.al;wr Il 0.00% In_live .Bonus 2,$00 ~) Iii (j, 6.0U% Rent ~,19.5 96..W: 21.10% MainleJIance& 1tepal:rs 10,2&4 10~ 2.26% T.IIIvellAuleniobile 4M'-6 (t 1,2(3) D 34,394 7.s4% J'nwnujce 13;1)37 1~1 2.86% Telephone 17,051 1";,051 3.74% Utilities 881 $1 0.19% Taxes &. Lieell$llll 27,608 27.608 6.05"/0 Depreolatioo &. Amortization 13,791 (4,337) n 9,454 2M% Dues &; SUbsclipti~ 4;645 4,645 1.02% iobP~ 300 ~3Il U7% l'rofessionalFcees I6;2ll7 16,237 3.S@A J Interest 11;8113 (11,803) G 0 0:00% Supp1ie&& MisceV_ 21,847 (2,7tl7) (),687) A,B;C 16,453 3;61% Adj. J.'iaia1!lttn!s Wk$t. (5,658) F (5.fi58) -1.2.4% TotuI Genlll1ll Ovllri1ead $504i~ 1'0 (,ft,iQ7) ($4S,21$) $'$1~88 u,fus~ To.tliI Ov~headC1lstB $716,101 ($-1,1ll1) . ($46.~ $ll~~S6 . 146.26% Overhead RQe JS1.n4% 1S6.4cSOA ll{~% TI'4ltTech ~If$ LLC-hvltm>d IlIld ACf18JIt'e41l/111:t(/JI JJ "therlte1ttlIlMestlll stIlJ}tIct to WSDO'l'llmllt" F/.#JJ dtlQ$wt trm!/f Iln4$(I[pf1/P1le rmlllkJwllbleCfl$t$per 48 CFR n,WI.. 'lIg~~ " 'l TliUl~II~_~:LLC Overhead SllbedUl~ For the Year Ended DllCettlber 31,1010 ~ptfun Fmmrdal StntIlI11l!nt AJil.!nnrt TranTedl Adj WSDOTAdj. ~t At!ceptiJll Amount % TrnnTecllEUg/neel'lDg LLC MjuNlmUltJ$; TraltT~h.Engfueering, LLC Over1tcod coll1)itllldfilteM'alJy by Barltara ~, B01IU~ A 1/2 Meals Nlln-Oeducllble una1Iowable per 48 CRR. 31.26S-14, 48 ClllUl.20S46 WSDOT MilJ$JUJ.entsl B 0fJice expllllSeSm thelllltoUllts of$l,433.:!3 remOV1ld for laC$ or~g"OOl'W~Il, Meals in theall101llrt onl,74 \.281Wlmved f~r lack of mpporting documentation per4ll CI"R :3 \.2ill-2(d~. FIrm removed an estitmIte of50% Qi'lll(llIls as \ll1lll1oWllblll. Marialtingexpenses ill the amcl1Dl!B of$48S7remowd per 48 CFR :H.2O$-1(i). Marii1llts tickets in the amOUllt ofS2D4.421l1m11owable en~ per 48 CFR. 31.205-14. C Gifts ill theamountof$2$9.9tJ llllld10wablll per4&CFR31.2tt'-11 fu) IllldMS:NTOA\ldit GlIide Ch. 8.8 D AmortizatiwQi';aufc 1_{eeiILlI1e anlO1lllt of$29l!, auto depredation in the amount of$4,ll45. fuel in the lIIOOItI1t of $4..2t9,2ll,llJl1':tfing wmtoU1tintbeamollll!\if$'7Z5.47; autO' ~ and malntenauee in the amount ont ,!iTS.Hi, lIlld Il\ltll insItrllnoe in tl1e ammmt ofS2,124.60lUlII1lewabte tIIldtlel!lnellted expenses per 48 CFR 3 t .201~2(d). The linn does not maintain mileage logs for the 2 compeny vcl1icles. Mileage re!mbusmentsin the amount oiSl ,967.20 unallowable direct pt'Ojeet costs per 48 C!llU1.202 and UtI$tlpporled GOSlS in the llnJOUi1t Qi' $551.63 =ved. per 48 CFR31.20I-2(d). E IlIcentiVll bonus in the llII1OIU1t 01$2,500 \lllaUowable per 411 CFR 31.2ll$-6(fJ and 20lll AASRTO Audit Guide Ch. 7.12. Signing OOnllS is rtot.pertbttnallllll base\!. F MditfunallllllllJmVllble oostsprovideliby the: firm in the mllOllllh1f$S.~. 'rhe ~ tli'PWdeII II wotkll!teettll;tWt llIiatlOwJi11l1lllOSlSreliitell to a.ilver\i$inginlbe~e.f$S:oo, i'r11l1esh_in lbelllllt)llnt of$2.tf3ff,1lIUpIoyee gifts and ~M.intbe limonI1t~f$l:723.1llldmem~ll1~ ~Olnl~elubs in the _1lIltdf$700. . ($OO+$2,.43m1,7l3+~#S&) Q ~i$t in the llD1fillUlt,O.f$ttJOO\~'ble pei'4l! GPI!.,:U.2aS-2G.'I'hlk!IiJj\llllnmtwasalso proviCllld byt1re fimt. H 'Fl'lIde_w labor mthe amomlt of$!l;n6 IlIIii brochures anti other proxnotiOl1lll ~ kibor in lbe amo1llltot'3l2,l9,O unaUOWllbIIi per4BCFR :n.2OS-J(fJ. This ~ W$tm'Yldel1 hyl1le fhm.~.1'M+$2,1!1ll=5,j)66) 1 AdjllStmellt fer fi'blS!l benefits in the amollil1 or$.i~ ~Ia:tedto nl1llIltm'lllMllinllli.-etiug lllbor. See worksheet. Nme -11l,d.\Ilkld III tile mlfin!cf IltbQl'poOl Is murlteiiug.1tIbor il'lthjj IU\1OJQtt~f$15liMO, TIDs puoJ iUcludell bid &: pttllJQlI1IJ, dll"ect $JlIl.Iug, ll1ar!l.eting, ete. We a.-e unJtI1k to detmnlnO the \Ulll~WllbtllllmllllntS Il.I t1lllJ ~ puvJ beeause TranTecb lsuot tracking thelle eXpllnses fD compUauce wRh FA&. 'l'ran'l'eeh Is tr.acking liD of these IllblJrho1U1! ail "ll1ametlng.", with no dlsUal!tlln~ betwWll tile types. Weill'll aJlQ\rtng thlientlre _ketIllg pool.tIrlS year, asa We time only excep1ioll. TrnnTecIl h1\l/ ~\I to. impl~lit tlacklng pr~\ltlr$for fimelllleeli$ttJlndudebld &: pr8pllSlll, dlr.ect seIIlng, t1I'Ill'ketiIIg. ate. 'l'~ will also provide h.iitiht~ for ~$l)~ litbot' hlllitB are (racked ll11Foptllit!dy~ ll'a~TecD WlII aWe up.d:litll 'lldrpolldell& prucetlur" In regard In tile above melrtlOned Illbor. JIllp,i .. ,- Certificatfon ,of 'PInaIlnditeCt Costs Arm Nama:T1IlllTeDh Entlfn*lI1ll , u..c 111dltect Oo$l Rate Proposal: lM.4S"4 Oale~f Pro;iOsalF'rjlpliUllIlGl1(mmt~: ClllNmof1 PiIlo.al PerJorl Cbwred (mmlddlyyYyto ~}:011OtJ2OTll'l_T/20.ftl I. the I1Ild$$Jgned, csttIf1 t1utt / hBife r6lllewed the propoSlli to estEtb1lsh f/nsllmi/rect cost ratss forthe fiscal {16rttlff as speclfisclll1Wve I1nd tIJ the best of my knoWledge 8I1dbelJef: 1.}AI/@stsJne/udscl:fn tb/$ pI'IjfJosalw establish flnallndltstftcost rafasare e1k1wab/alr1 ~<te WlJh fftlitcost. PI'friCJi;iffiil'litthe., ,F/Jderat A1:qu/$JtII#1 FWqu/litlans {FAR} of tF(kM8, ~QfF6drmiJ FIt1gu/Ptitms (.~PM$t. 2.) ~ .pw~d(t(;J$ natll1likide 1iIII1 cti$l$whfch are exptSIlSfyl1tlS1foWable Ullder /he cast JHfrjr:/pJI$Of#htj FAA of 4ll CFR 31. AlJkt!Jiw1i ~ litmsactfcms or ev8fdellfa1,have 0CfIUfT8d affeatIng fhsflFm'e lPNR8tStIip. o~lr1direrJt cast ratas haVe be/m'discloesct. ~~ ..-( .'!J ~ Name of Cil~ Olflllfal' (Pl'int): ~l>Ilkzadi PhD, PI: tltla;.~~ Dllfeof ~.(mm/I!ldIyyW): ~1 " "TI1e~tmI 'OlfIQlaI" inus!be lll'1.I~ &xeoutIva orfltlanelll ~Qffh$fItm staJe\($f ntl k!wetfh1ll!'aVlw.Pi:ell!deutar ebI~~!ll OffJo8r.Gt~el4. Wfto ~tl'1~atd'IQ,rt!V1t! reprasem ~ flnansIallhfoll'l'llltlbl1 \ltflIzell fa ellIal)I!ah. thillt1l:lltll!lt _ $\t! :furllSlilll/'1derAflJii!lOY llOIllraelB. _~m~441Q.t4ava1labllil:Q1'IlIn$at: ~;1hwa~.atw$i!ICf$l'OOsfdlreaflllesloitlllfBf44701a.1!tlRt OJH~_o:n. Nov micO . ., 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 Regnlations: The CONSULTANT sball comply with the Regn1ations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regn1ations, 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, sball not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-oonsultants, including procurement of materials and leases of equipment. The CONSULTANT sball not participate either direct1y or indirect1y in the discriminAtion prolnbited 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-oonsultant or supplier sball 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 sball provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and sball 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 (FHW A) 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 sball so certify to the AGENCY, STATE or the FHW A as appropriate, and sball set forth what efforts it has made to obtain the information. 5. Sanctions for Non-oompliance:Jn the event of the CONSULTANT'S non-oompliance with the non- discrimination provisions of this AGREEMENT, the AGENCY sball impose such AGREEMENT sanctions as it, the STATE or the FHW A 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, tennination, or suspension of the AGREEMENT, in whole or in part 6. Incorporation of Provisions: The CONSULTANT sball 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 sball take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHW A may direct as a means of enforcing such provisions including sanctions for non-oompliance. 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 ... 1"- into such litigation to protect the interests of the United States. " ,~ Exhibit I 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 sha1l be made to the CONSULTANT which when added to any payments previously made sha1l 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 sha1l be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment sha1l be made to the CONSULTANT which when added to any payments previously made, sha1l 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 sha1l be paid for any authorized extra work completed. Speelfic Rates of Pay Contracts A final payment sha1l be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct non salary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment sha1l be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. " " Exhibit J Alleged Consultant Design Error Procedures The purpose of this exlnOit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step I - Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notifY the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 - Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed applOpriate for the alleged design error(s) issue. Step 4 - Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: . It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. . It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region Local Programs Engineer, a SUIllDlIII'Y of the settlement for review and to make adjustmenta, if any, as to how the settlement affects federal reimbursements. No further action is required. . There is not a mutual agreement regarding the alleged consultant design error(s). " '-.1. The consultant may request that the alleged design errm(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step j - Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be fu! w",ded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHW A H&LP will meet with representatives of the agency and the consultant to review the alleged design errm(s), and attempt to find a resolution to the issue. If necessary, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged errm(s) affects eligJ.1rllity of project costs for federal reimbursement. . If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP, in consultation with FHW A, will identify the amount of federal participation in the agreed upon resolution of the issue. . If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. .. -t,l' Exhibit K Consultant Claim Procedures The pUlp08e oftbis exlnoit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should ouly be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1 ,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 - Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: . Summation ofhours by classification for each firm that is included in the claim; . Any correspondence that dlrected the consultant to perform the additional work; . Tirneframe of the additional work that was outside of the project scope; . Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and . Explanation as to why the consultant believes the additional work was outside of the agreement scope of work Step 2 - Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will meet with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHW A is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer, if the claim is not eliglole for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSOOT Highways and Local Programs (if applicable), and FHW A (if applicable) agree with the consultant's claim, send a request memo, including backup documeotation to the consultant to either supplement the agreement, or create a new agreement fur the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. !' ,~ If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 - Preparation of Support Documentation Regarding Consultant's CIaim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: '.," . Copy of information Suppli~ by th~ COMult3ntregarding the claim; ;., ,i-.., . Agency's summation ofhoW:s by classification for each firm that should be included in the claim;' '. " " . Any correspondence that directed the consultant to perform the additional work; . Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; . Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim( s); . Explanation to descnbe what has been instituted to preclude future consultant cIaim(s); and . Recommendations to resolve the claim. Step 4 - Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and adniinistrative1y approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHW A regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency i\u}ds. .. Step 5 - Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's cIaim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 - Preparation of Supplement or New Agreement for the Consultant's CIaim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. '" ..,.. Exhibit M-l(a) Certification or Consultant Project No. Local Agency I hereby certify that I am_!-,- ~~ 1l~A-l) duly authorized representative of the firm of ~\eL M ..d and whose address is firm I here represent has: that neither I nor the above (a) Employed or retained for a comm1AA1on, percentage, brokemge, contingent fee, or other consideration, any firm or person (other than a bona fide employee working ro~~~or~aboveOON~T~ro~~m~~~~; (b) Agreed, as an express or implied condition for obtaining this contract, ro employ or retain ~ services of any firm or person in connection with carrying out this AG~;or (c) Paid, or agreed ro pay,- ro any firm, organization or person (other than a bona fide employee worldng solely for me or ~ above CONSULT~ any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AG~; except as hereby expressly stated (if any); I acknowledge that this certificate is ro be available ro ~ Washington State Depar1ment of Transportation and ~ Federal IDghway Administration, U.S. Oepartment ofTmnsportation in connection with this A~ involving participation of Federal -aid highway funds, and is subject ro applicable State and Federal laws, both criminal and civil. Zll~,,- ( , ~ .... Exhibit M-l(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of /....\.h:..--, a. 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 obtsining or cmying 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 Federa1laws, both criminal and civil. Name '~f;;5Jrint:a;" k.. -?E. / Si~C<C2. c!.-f k7/Q,uor- ~ .) Date .;c . S' . / z-- ~ " .' , ~ ; , ' '" ~. ~ Exhibit M-2 Certification Regarding Debannent, Suspension, and Other Responsibility Matters-Primary Covered Transactions L The prospective primary participant certifies to the best of its knowledge and belie~ 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 frand or a criminaI offense in connection with obtaining, attempting to obtain, or performing a public (fede1;U. 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 crim;n~lly or civilly charged by a gov~ental entity (federal, state, or local) with commission of any of the offenses emunerated 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 participa'nt shall attach anexpIanation to this proposal. Consultant(Firm):~T~/'J.l. B,...I"'IJ{(~,,,,-k, ~~ Name I "2/1l1 JI2.- Xlate ( 1 0113012012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlllcete holtler Ie an ADDmONAL INSURED, the ponc:y(lee) mue! be endoreed. If SUBROGATION IS WAIVED, subject to the terms and concDUons of the pollcy,cortafnpoUclea may require anundorsement. Astatement on thl8 certiflcatedoea not confer rights tothe certfficate holder In Jl&u of 8uch endoraement{e}. PROlltJCER Pl1on9; (3BO) 598-3700 Fax (260) 59ll-3703 MICHAEL J. HALL & COMPANY HALL & COMPANY 19860 10TH AVENUE N.E. POULSBO WA 98370 .,..~ "".~ ACORD" CERTIFICATE OF TranTech engIneering, LLC 12011 NE 1StSt Ste 306 Bellevue, WA 98006-4830 COVERAGES CERTIFICATE NUMBER: 152665 LIABILITY DAte (~",,) INSURANCE CONTWi MICHAEL J. HALL & COMPANY (380) 698-3700 (380) 698-3703 PHONe FAX f1JC NO: ....... lNSURERA : INSURER B : JNSURER(S} AFFORDING COVERAGE Travelera Casually end Suraly Co of America The Travelers Indemnity Company NAJc, 31184 26888 INSURER C : _I>. INSURER E : INSURER P : REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BaOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01WlTHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDmONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 't'i': TYPE OF INSURANCE ~ I~ POUC'V NUMBeR POlJOV ..... POlJOV .... UlIl1S B GI!N&RAl. UABlLllY 860283SL114 07/22111 07/22112 EACH OCCURRENCE $ 1,000,000 f-= PREMISES~~) 300,000 X COMMERCIAl GENERAL lIABfi.1TY $ I clAlMs.MAOE 0 OCCUR Men. EXP (Any ono person) $ 6,000 X XCU I BFPOl OCP PERSONAL & AnV INJURY $ 1,000,000 X _ar_ GENERAl AGGREGATE $ 2,000,000 GEN'l AGGREGATE LIMIT APPLIES PER: PROOUCTS ~ COMPIOP AGG $ 2,000,000 h POLICY rxl ~:g; n lee $ B AlITOMllIlIUl UABlLllY BA6S32L225 07/22111 07/22112 COM!llNEO IlINGt.E U>lIT $ 1.000,000 f-- '"'- ANY AUTO - SCHEDUl.EO 80Dll Y INJURY (per parson) $ f-- ALL OWNED BODILY INJURY (per EUXlldanl) $ AUTOS AUTOS ex X NO*<lWNED HIRED AUTOS ~OS ,,;,;;-- S f-- - $ B X UMIlRI!UA UAB ~ ~CUR CUP6782Y730 07/22111 07/22112 EACH OCCURRENCE $ 1,000,000 f-- I!XCl!8S UAS CLAlMs-MADE AGGREGATE $ 1,000,000 OED I X IRETENTION$ 10,000 $ B _ -- 880283SL114 07/22111 07/22112 I rowt:n. I X I 0.1:' $ WA Slop Gap AND IIMPl.llYI!R1l' UABlLllY ANY ~lvWPARTNERIEXECUTlV YIN aL EACH ACCIDENT $ 1,000,000 _1lXOUlDEll? 0 NIA aL DlSEASE.EA EMPlOYEE $ 1,000,000 _In NIl) If}'08.descrlbl:luncler E.L DISEASE-POUCY UMIT . 1,000,000 DeSCRIPTION 0Jl OPERATIONS b8IoW A ProtessIonal Uabl1Ily CIa1ms Made Form 106316328 07/16/11 07/16/13 $1,000,000 Per Claim $2,000,000 Aggregete DESCRIPllON OF OPERATIONS /lOCAnON8/VBilCt.ES (Attach ACORD 101. AddltIonaI Remark8 Schedule, If motB space Is required) Project: On..call Bridge Load Rotlng, Bridge Inspection, and Mlscallaneous Structural Deelgn Services Jefferson County Dept. of Public Works Ie an Addltlonellnsured on the Commercial General Ueblllty end Auto Ueblllty when required by written contract or agreement regarding actlvftlee by or on behalf of the Named Insured. This Insurance Ia primary Insurance and any other Insurance malntalned by the Additional Insured shall be exceee only and non-contrlbutlng with this Insurance. A waiver of subrogation appllee 10 the Commercial General Liability, Auto Ueblllty, Umbrella / Exceee Ueblllty and WA Slop Gap / Employers Ueblllty In favor of the Additional Insured CERTIFICATE HOLDER Jefferson County Dept. of Public Works 623 Sharldan Street Port Townsend, WA 98386 AlIendon: Mr. Merl< Thuraton, PE. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCElLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DElIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AIJTl1ORlZEO REfIRESall'ATl'JE ~. /J ff-L ACORD 26 (2010105) @1 89-200 The ACORD name end logo are registered marks of ACORD