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Home My WebLink About022712_ca10 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 \JJ:j To: Agenda Date: February 27, 2012 Subject: Standard Consultant Agreement with Sargent Engineers, Inc. for On-call Bridge Load Rating, Bridge Inspection, and Miscellaneous Structural Design Services Statement of Issue: Standard Consultant Agreement with Sargent Engineers, Inc. of Olympia, Washington for On-call Bridge Load Rating, Bridge Inspection, and Miscellaneous Structural Design Services. Analysis/Strategic Goals/Pro's ft Con's: Jefferson County Public Works anticipates 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 anticipates 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. FiscallmpactlCost 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 Sargent Engineers, Inc., and return 2 originals to Public Works. Department Contact: Monte Reinders, P.E., County Engineer, 385-9242. Reviewed By: ///2; /\ istrator 0/~L Date ~, , . Local Agency ConsullantlAddresslTelephone Standard Consultant Sargent Engineers. Inc. Agreement 320 Roniee Ln NW Olympia. WA 98502 ~ArcliltecturallEnglneerlng Agreement (360)867-9284 o Personal Services Agreement Project Title And Work Description Agreement Number SARGENT2012-2 On-Can Bridge Load Rating, Bridge Inspectlon, and Federal Aid Number Miscellaneous Structural Design Services nfa Af!Jreement Type (Choose one) . Lump Sum Lump Sum Amount $ . DBE Participation o Cost Plus Fixed Fee o Yetil8lNo % OVerhead Progress Payment Rate _% FederallD Number or Social Security Number OVerhead Cost Method o Actual Cost 91-1273873 o Actual Cost Not to EXceed _% Do you require a 1099 for IRS Completion Date o Fixed Rate 181 Yes ONo March 31, 2015 FIxed Fee $ Total Amount Authorized $ 25.000.00 181 Specific Rates Of Pay 181 Negotiated Hourly Rate Management Reserve Fund $ o Provisional Hourly Rate o Cost Per Unit . Maxlmum Amount Payable $ $25.000.00 . . Index of Exhibits (Check aU that apply): TIllS AGREEMENT, made and <l.utoled into this day of . ' , . \>etween the Local Agency of .Tefferson County, Washington, hereinafter called the "AGENCY", and thll above organizationherllinafter called the "CONSULTANT" . DOT Form 14()..()89 EF &wised 3/2008 1 '. WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENcy does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and wimREAS, the CONSULTANT represents that helshe is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, ,~ NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT sha11 furnish all services, labor, and related equljJment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. IT Scope oeWork The Scope of Work and projected level of effurt required for this PROJECT is detailed in Exhibit "A" attached heteto and by this reference made a part of this AGREEMENT. ill GeneniI Requirements All aspects of coordination of the work of this AGREEMENT with outside agenCies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as maybe requested by the AGENCY. The AGENCY,~ provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice sha1l be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." . The CONSULTANT shall prepare a monthly progress rejJort, in a f01'lI/ approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance' of the work in sufficient detail so that the progresS of the work can easily be evaluated. . The CONSULTANT, and each StJBcoNSULTANT, shall not discriminate on the basis of race, color, national origin, Q1' sex in the perfo1'lI/ance of this contract The CONSULTANT, and each :~;~~TANT,Shall ~ ont applicable .requirements of 49 CFR Part 26.in the award and . . on of US DOT-assisted contracts. FlIIlure by the CONSUL T ANT to carry ont these reqwrementlllS a material breach of this AGREEMENT that may result, in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), ifrequired, per 49 CPR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), sha11 be shown on the , hCllding of this AGREEMENT. IfDIMIWBB firms lire ntilizecl, the lIIDOUJ;lts liuthorized to each finn and their certification number will be shown on Exhibit "a" attached heteto and by this referenCe made a part of this AGREEMENT. If the Ptime CONSULTANT is a DBE,finn they must comply with the Conunercial USeful Function(CUF) regulation out1ined'in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AG)mEMENT are those established I?y the WSDOT'S IDghway and Loca1 Programs Project Development Engineer in consultation with the AGENCY. 2 .:~ All Reports, PS&E materials, and o1her data furtrished to the CONSULTANT by 1he AGENCY shall be returned. All electronic files, prepared by 1he CONSULTANT, must meet 1he requirements as outlined in Exhibit "C/' All designs, drawings, specifications, documents, and o1her work products, including all electronic files, prepared by 1he CONSULTANT prior to completion or termination of1his AGREEMENT are instruments of service for this PROJECT, and are 1he property of1he AGENCY. Reuse by 1he AGENCY or by o1hers, acting through or on beluilf of1he AGENCY of any such instruments of service , not occurring as a part of this PROJECT, shall be without liability or legal exposure to 1he CONSULTANT. IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by 1he date shown in 1he heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to 1he CONSULTANT, but may be extended by 1he AGENCY in 1he event of a delay attributable to 1he AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or o1her conditillns beyond 1he coutrol of1he CONSULTANT. A prior supplemental agreement issued by 1he AGENCY is required to extend 1he established completion time. V PaymentProvlsions The CONSULTANT shall be paid by 1he AGENCY for completed work and services rendered under 1his AGREEMENT as provided in Exhibit "D'? attached hereto, and by reference made part of this AGR\'!EMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete 1he work. The CONSULTANT shall conform to all applicable portions of 48 CFR PiIrt 31. A post .audit may be performed on 1his AGREEMENT; The need for a post audit will be determined by 1he State Auditor, WSDOT External Audit Office and/or at 1he request of1he AGENCY'S PROJECT Manager. VI Sub-Contracting The AGENCY permits sub-contrllcts for 1hoseitems of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGR\'!EMENT. . . . Compenaation for this sub-consultant work shall be based on 1he cost factorS shown on Exhibit "G." The work of1he sub-consuItant shan not exceed its maximum amount payable unless a prior written approval has been issued by 1he AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for 1he sub-consultant shall be substantiated in 1he same manner as outlined in Section V. All sub-cQntracts shall contain all applicable provisions of this AGREEMENT. . Wi1hrespeat to sub-consultant payment, the CONSULTANT shall comply wi1h all applicable sections of1he Prompt Payment laws as set for1h in RCW 39.04.250 and RCW 39.76.01 1. The CONSULTANT shall not sub-contract for 1he perfonnance of any work ~der this AGREEMENT without prior written permission of1he AGENCY. No permission for sub-contracting shall create, between 1he AGENCY and sub-contractor, any contract or any 01her relationshiP. A DBE cemfied sub-consultant is . required to perform a minimum amount oft;qelr sub-contracted agreement 1hat is ~lished by. the WSDOT mghways and Local Programs Project DevelopmentEngineer in consultation with the AGENCY. 3' '. vn Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or 8eCl,ll'e this contract, and that it has not paid or agreed to pay any company or peisQn, 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 con1i'act. For breach or violation of this warrant, the AGENCY shall have the right toanoul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount <if stich 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, shaU 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 technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department ofTranspoFtation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer <if such person. VITI Nondiscrittdnation During the performance of this contract, the CONSULTANT, for itse~ 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 2 I Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USCChapter 16 Subchapter V Section 794) Age DiscriminationAct of 1975 (42 USC Chapter 76 Section 6101 at seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42lJSC Chapter 126 Section mOl et. seq.) 49 CPR pait 21 23 CPR Part 200 RCW 49.60.180 \' ,~, ill relation to Title VI of the Civil, Rights Act o~ 1964. the CONSULTANT is bound by the provisions of Exhibit "R" attached hereto and by this reference made part of this AGREEMENT, and shall include the 4 ~,' attached Exhibit "If" in eveJY suiH1ontract, incl~g 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 e.vent this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit'T' for the type of AGREEMENT used. . No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In such an event, the amolint to be paid shall. be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination, Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or 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 actual costs in ac<;ordance with the terminatiCln for other than default clauses listed previously. . In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or disS9lutionofthe partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surViving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, ifrequested 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 pmues listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this' AGREEMENT, payment shall be made as set forth in the second. paragraph of this section. . Payment for any part of the work by the AGENCY shall not constitute a waiver by the.AGENCY of any remedies of any type it may have agRinstthe CONSULTANT for any breach ofthisAGRW3MENT by the . CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights nnder the AGREEMENT will not constituti, waiver of entitlement to exercise thoSe rights with reSPect to any future act or omission by the CONSULTAl!'IT. s X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions offact 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 emirs will be conducted under the procedures found in Exhibit ".J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". xn Venue, Applicable Law, and Personal Jurisdiction . In the event that either party deems it necessmy to institute legal action or pr0cee4ings to enforce any right or obligation under this AGREEMENT, the parties hereto agree thatany 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 partie.s 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. XllI Legal RelatioDS The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contrsct shall be interpreted and construed in accordance with the laws of the State ofWashingtlin. The CONSULTANT shall indenmiJ.y and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this . AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AOENCY 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 lire 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 snch negligence (2) the costs ~ the AGENCY or the STATE of defending such claims and suits shall be valid lII!d enforceable only to thll 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 regnlating contract interest by municipal officets. The CONSULTANT specifically assumes potentlli1liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, th" GQNSUL T ANT specifiCllily waives any imJuunity under the state industrial insurance law, Title 51 RCW. Unless otiJ.erwise specified in the AGREEMENT, the AGENCY shall be responsible for alll1'miiltration of conslrtiction contracts, if Roy, 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 administration. By providing such lISsistance, the CONSULTANT shall assume no responsibility for: properco11Strl1ction techniques, job site safety, or any co11Strl1ction 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 tequired, 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 ifany 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 issued by the State of Washington or any other state. Excepting the Worker's Compensation Insurance arid any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policillSas an additional insured. The CONSULTANT'S insurance required by this Section shall be in all circumstanceS p~ 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 .authorized to do business in the State of WlIShington. The CONSULTANT shall submit a verification ofinsuranee all outlined above within fourteen (14) days oftheexecutlonofthisAGREEMBNTto 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 theAGENCY shall be limited to the amount payaltle under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, Imless modified.by Exhibit "L".In no case shall the CONSULTANT'S professional liability to third parties be limited in anyW<lY. The AGENCY will pay no progress payments under Sectioll V until the CONSULTANT has fully complied. with this section. This remedy is not exclusiv\'; 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 wri1tei1. 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 of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions (lfthe 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 shaIl modify the AGREEMENT accordingly. C. The CONSULTANT must submit any ~equest for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before tinaI payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute l]I1der the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT frQm proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. xv Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examinetion of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M- 1 (a and b)" are the Certificatiom, of the CONSULTA1>IT and the AGENCY, Exhibit "M-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Tl'lI.IlSl\Ctions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying'and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and &xhibit "M-4" is required only in AGREEMENTS over $500,000. xvmCompI~ Agreement This document and referenced attachments contain all covenants, stipu1ations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shaIl not be bound by or be liable for. any statement, representation, promise or.agrelm1ent not set forth herein. No changes, amendments, or modifications of the terms hereof shaIl be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptan!:O This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to .be .an' original having identical legal effect. The CONSULTANT does hereby tatify and adopt all statements, representations, warranties, covenants, and agreements contained. in the proposal, and the supporting ti1aterial. submitted by the CONSULTANT, and ijoes hereby accept the AGREEMENT and agree$ to all of the terms and conditions thereof. . 8 In witness whereot; 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. '5.r~"'+;:O:d. Blla.c.. Consul (p/e4fe M-+& S...,'-/1.. Consultant's Name (Pkase print) ~fi"" t's Signature '2 /11, In... Date COUNTY OF JEFFERSON BOARD OF COMMISSIONERS John Austin, Chair Phil Johnson, Member David W, SulliVan, Member ey Prank Gifford Public WorksD' tor ) 9 1'2...--'/ .. Date '. Exhibit A-2 Scope oCWork (Task Order Agreement) Each item of work under this AGREEMENT will be provided by task assignment. Each as,signment will be individually negotiated with the CONSULTANT. The amount established foreachassigJlment Will be the' . maximum amount payable for that assignment unless modified 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 ere limited to tasks assigned in writing. . '. . Task assignments made by the AGENCY sbal1 be issued in writing by a Formal Task Assignment Docum~ similar in format to page 2 of this exhibit. '. An assignment shall become effeptive when a formal Task Assignment Document is signed by the CONSULTANT and the AGENCY, except that emergency actions requiring a 24-hour or less respOnSe can he handled hy an oral authorization. Such oral anthorization shall be follo~ up with a Formal Task Assignment Document Wl'thin four working days, and any billing rates agreed to orally (for individuals, subconsultants, or organizations whose rates were not previously established in the AGREEMENT) sbal1 be provisional and subject to final negotiation and acceptance by the AGENCY. Task assignments may include, but ere not limited to, the following types of work: 1. Bridge load ratiIigs. 2. Bridge scour evaluations. 3. Assisting the County with atypical and/or emergency bridge i!1spections. 4. AssistiDg the County with load posting of bridges. 5. Assisting the County with issuance of overweight permits for bridges. 6. Miscellaneous stri1ctural design services for various projects. . . Upon written direction from the Agency to proceed, the Consultant shall provide these services more folly described as follows: . ADMINJ&TRATION AND COORDINATION The CONSULTANT will be required to continually coordinate with the AGENCY the work effort involved in all tasks under this agreement. Work completed under this task sbal1 include the following: I. Provide one-on-one liaison between the Agency ProjectManagerand Consultant telIln. 2. ~gress and information meetings asn~ed. Notification of anticipated delays or problems. 3. Provide mo~thly written progress report with monthly invoice for accomplished work at a frequency not to exceed one Per month, which shall include the following: a Name of each employee that worked on the project in the bi1Iing period b. . Each employee's job classification c. . Each employee's hourS workeq d. Each employee's hourly wage rate e.. The total wages paid each employee f. Each invoice will alsO include all direct non~sa1ary <<;osts and copies of supporting invoices or bills. The Agency will disallow all or part of any claimed cost, which is not 'Uleqll'!t<'ly supported by documentatiori. g. All mI1eage charges will be supported by documented departure and arrival odometer readings for all vehicles used for the work.' . ,- (EXAM1!LE) EXHIBIT A-2 Fonnal Task Assignment Document Task Nnmber The general provisions and clauses of Agreement SARGENT2012-2 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 of Work: (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 . (please print) Consultant Signature: Agi(ncy Approving Authority: Date: Date- . - '. Exhibit C Electronic Exchange of Enginecring and Other nata In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not llinited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data: ciuiastra1, topographic, andconstruction 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 format or Land XML format. C. Computer Aided Drafting 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 shilll 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; preliminmy engineering studies, calculations, computer program results; analyses, reports, correspondence, reviews, and photos; preliminaiy, intermediate and finaI ~its, 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 froiD the Consultant, proville direction on project . issues when required, and provide acoess to all avaiIllble Agency resources relating to the applicl1ble projects. n. Any Other Electronic Files to Be Provided: As needed. m. Meth04sto Electronically Exchange Data A. Agency Software Suite: Microsoft Office (2007 or older) programs, Autodesk Autocad 2012 and/or Civil 2010 programs, ~e Point.design programs. B. Electronic Mes.~gil1g System: Microsoft Outlook C. File Transfers Format: ASen, Microsoft Office programs formats, AutMesk prQgraID formats,.:Eagle .Point program formats. D. Physical media: Transfer all data to the Agency on optical media: CD or DVD fannat. Exhibit D-3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work. and services rendered underthis AGREEMENT as provided hereinafter. Such paymqut shall be full compensation for work perfonned or services rendered and for all labor, materials, supplies, equipment, and incidentals necessmy 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 "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12)month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates \isted in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non-SaIary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, lUld sub-consu1tant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approvoo 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 48CPR Part 3 q05-46 "Tmvel Costs." b. The billing for Direct Non-Salll!y Costs shall include 1Ul itemized listing of the charges directly identifiable with the PROmgr. c. The CONSULTANT.shaIl maintain the original supporting documents in their office. Copies of the original ;,'uPjJVlting documents shall be supplied to the AGENCY upon request. d. All above charges must.be necesSll!y for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENcY 1I1I!y desire to establish a Management Reserve Fund to provide the Agreement Administmtor with the flexibility to authorize additional fonds 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 mcceed the lesser of $1 00,000 or 10"10 of the Total Amount Authorized as shown in. the heading of this AGREEMENT. The ll!Ilount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fond may not be replenished. Any changes requiring additionsi costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." I ' 4. Maximum Total Amount Payable: The Maximum Tof/ll Amount Payable by the A(jENCY to the CONSULTANT under this AGREEMENT shall not exceed the ll!IlOunt shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount AUthorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Workas'stipu1ated in Section XIV, ''EXtra Work." No minimum ll!Ilonotpayable is guaranteed under this AGREEMENT. " 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costE authorized in I and 2 above. The monthly billings sba1I be supported by detailed statements for hours expended at the rates established in Exhibit "B", including names and classifications of all employees, and billings for all direct non-salaty 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. tit1es, salary rates, and present duties of those employees performing work on the PROJECT atthe time of the interview. 6 Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and . other related documents which are required to be furniShed under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitnte a release of all clailps for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifica1Iy reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment sba1I not, however, be a bar to any clailps that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claitns. The payment of any billing will not coDstitnte agreement as to the appropriateness of any item and at the time of final audit, all iequired adjuslments 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 withfu 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 COl;l"SUL TANT 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 su1H:onsu1tants shaIl keep available for inspection by representatives of the AGENCY, STATE, and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contrilct is initiated before the exp1mtion of the three (3) year period, the cost records. ~ accounts sha1I be retained until S\lch litigation, cIaim, or andit involving the records is completed. .. .. Exhibit E-2 Consultant Fee D~termlnatlon ~ Summary Sheet (Specific Rates of Pay) Fee Schedule Overhead (189.82% Direct Salary (DS) ofDS) Profit (30% ofnS) Total Rate PrIncipal $40.00 $55.00 $75.93 $104.40 $12.00 $16.50 $127.93 $175.90 Senior Engineer $34.50 $45.00 $65.49 $85.42 $10.35 $13.50 $110.34 $143.92 Senior Project Engineer $32.00 $45.00 $60.74 $85A2 $9.60 $13.50 $102.34 $143.92 Project Engineer $26.00 $38.00 $49;35 $72.13 $7.80 $11.40 $83.15 $121.53 Design Engineer $20.00 $32.00 $37.96 $60.74 $6.00 $9.60 $63.96 $102.34 Engineering Intern $15.00 $25.00 $28.47 $47.46 $4.50 $7.50 $47.97 $79.96 Drafter II $16.50 $27.00 $31.32 $51.25 $4.95 $8.10 $52.77 $86.35 Drafter I $12.00 $20.00 $22.78 $37.96 .$3,60 $6.00 $38.38 $63.96 Bnslness Manager $24.00 $41.00 $45.56 $77.83 $7.20 $12.30 $76.76 $131.13 Bnslness Assoclate $12.00 $24.00 $22.78 $45.56 $3.60 $7.20 $38.38 $76.76 Clerical $9.00 $24.00 $17.08 $45.56 .$2.70 $7.20 $28.78 $76.76 Travel shall meet WSDOT Travel GUldellnes Overhead 1.8982 Profit 0,3 " Exhibit F Sargent EngIneers, Inc. Overhead Schedule December 31, 2009 Unadjusted % of Direct Amount Adjustment Adjusted Amount Salary Direct Labot . $614,653 -$1,042 H,O $613,611 Ftlnge Benefits . Vacation, SIck, and Holiday $99,901 $99,901 16.28% Payroll Taxes $89,572 $89,572 14.60% Health Insurance $145,747 $145,747 23.75% Workers' qamp. Insurance $11,229 $11,229 1.83% Retirement (SE;P-IRA) $52,500 $52,500 8.56% Total Fringe Benefits $398,949 $398,949 65.02% General Overhead IndIrect Labor $341,454 -$454 P $341,000 55.5.7% Bonus $62,567 $62,667 10.20% Rent $128,670 -$11,91813 $116,752 19.0aoA. MaIntenance and Repairs $8,755 $8,755 1.43% TraveVAutomobDe $15,649 -$1,789 M,N $13,860 2.26% Insurance $77,814 -$2,1350 $75,679 12.33% Telephona and Intemet $13,934 $13,934 2.27% UtlllUes $10,344 $10,344 1.69% Taxes & Ucenses $34,184 -$2,449 Q $31,735 5.17% Depreciation & Amortlzatlon $8,260 $8,260 1.35% Dues & Subscriptions $7,783 -$850 G $6,933 1.13% Job Procurament $0 $0 0.00% Employee TralnlRecrulllMovlng $8,m $6,m t10% Advertisement $1,820 -$1,820 C $0 0.00% ProfessIonal Fees , $12,602 K $12,602 2.05% Interest $0 A $0 0.00% Software $25,708 $25,708 4.19% Photo,' Repo, Other ServIces $3,786 $3,766 0.62% ShIppIng $3,236 $3,236 0.53% CleanIng $4,717 $4,717 0.77% ChatltebleContrlbutlons $3,300 .:s3,300 E $0 O.QO% Supplies & Miscellaneous $22,855 -$3,701 F,L $19,154 3.12% Total General Overhead $794,216 -$28,415 $785,799 124.80% Total Overhead coste $1,193,164 -$28,416 $1,164,748 189.82% OVerhead Rate 194.12% 189:82% A. Interest unallowable per 48 CFR 31.205-20. , B. Adjustment for Common Control per 48 CFR 31.205-36(b)(3). ' C. Advertising unallowable per 48 CFR 31.205-1 & MSHTOAudlt GuIde, Ch. 5. D. Key Person's ute Insurance unallowable per 48 CFR 31.206-19(e)(2)(v). E. ContrlbuUons unallowable per 48 CFR 31.206-8. .' .f F. Holldayglfls unallowable per 48 CFR 31.205-14 and 31.205-13(b). . G. Lobbying unallowable per 46 CFR 31.205-22. H. OverUme premium unallowable per 46 CFR :l2.103-1 (2), 22.103-4(g) & WSDOT OIH POlicy. K. Consulting on new project accounting system. L. Flowers unallowable per 46 CFR31.205-13(b). Gifts. M. Entertainment unallowable per 48 CFR 31.205-14. N. Excess per diem for lodging costs unallowable per 48 CFR 31.205-46 & MSHTO Audit Guide Chapl <. '. Exhibit H Title VI Assuranc:es During the perfonnance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, iItle 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the ''REGULATIONS''), which are herein incorporated by refereJlCC1 and made a part oftbls AGREEMENT. 2. Non-dlserimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not.discriminate on the grounds ofmce, color, sex, or national origin in the selection and retention of sub-consu1tants, including. procurement of materials and leases of equipment. The CONSULTANT sball not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment pmctic:es when the AGREEMENT covers a progmm set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination Qn the grounds of race, color, sex, or national origin. 4. InfOrmation and Reports: The CONSULTANT shall provide all information and reports required by the,REGULA TIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of infonnation, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Adminisqation (FHW A) to be pertinent to ascertain compliance with such IffioULA TIONS, or.ders and inst:r\lctions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the 'CONSUL TANT shall so certify to the AGENCY, STATE or the FHW A as appropriate, and shall set forth what efforts it has miide to obtitin the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHW A may determine to be appropriate, including, but not limited to: . Withholding of payments to the <;ONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; . Cancellation, termination, or suspensiOll of the AGREEMENT, in whol", or in part 6. Incorporation of Provisions: The CONSULTANT shall include the provisiom of paragraphs (1) through (5) in every sub-contmct, including procurement of materi.als and leases of equipment, unless exempt-by the REGULATIONS, or directives.issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consu1tant or procurement as the AGENcY, STATE or FHW A may dli:ect as a means of enforcing such pr()~ionsincluding sanctions for nou-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or. is threatened with, litigation with a sub-consuItant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the - AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter .' .. into such litigation to protect the interests of the United States. " '. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the ConsultaJit (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be.made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amonnt as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A fiuaI payment shalI be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shalI be paid for any authorized extra work completed. Specific Rates of Pay Contracts A fiuaI payment shall be made to the CONSULTANT for actuaI hours charged at the time of termination of this AGREEMENT plus any direct non saIary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A fmal payment slullI be made to the CONSULTANT fQr actual nnits of work completed at the time of termination of this AGREEMENT. -" .. Exhibit J Alleged Consultant Design Error Procedures The PUlPose of this exhibit is to l$lbIish a procedme to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establisk a uniform method for the resolution and/or cost recovety procedures in those instances where the agency believes it has suffered some materiaI 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 fll'St 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 LocaIPrograms Engineer should be informed and involved in these procedmes. (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 theallilged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 - Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant bave 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).lfthis is the case,then the process will not proceed beyond this point. . It is determined via mutual agreement that a COI;lSUltant design error(s) occurred. If this is the case. then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settIement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consu1tant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&U>, through the Region LocaI . Progl'lUDS Engineer, a summary of the settlement for review and to lDllke adjustments, if any, as to how the settlement affects f~ral reimbursements. No further action is required. . '. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may requesi that the alleged design error(s) issue be forwarded to tbe 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 $e consultant, proceed to Step S.. . Step 5 - Forward Documents to Highways and Local Programs . For federally funded projects all available information, including costs, should be forwarded through the RegIon Highways and Local Programs Englneerto H&LP for their review and ~n with the FHW A. H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s). and attempt to find a reSolution to the issue. If necessary, H&LP will reqt.leSt assistance from the Attorney General's Office for legal Amnpletatioo. H&LP will also identifY howtbe alleged error(s) affects eijgJ.1riIiV of project costs for fedetaJ.reimbursement. . If mutual ~-..uent is reached, the agencY and consultant adjust tbe scope of work and costs to ref1ectthe agreed upon resoJiutlon. H&LP, in consultation with FHW A, will identify the amount of federa1 participation in the agreed upon reselution oftbe isSue. . Ifmutual agreement is not reached, the agency and conSultant may seek settlement by arbitration or by litigation. / R . '" -' ~ ... '. .. : Exhibit K Consultant Claim Proeedures The purpose of this exhibit is to describe a procedure regarding claim(s) ona consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's clairu(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 detennines that they were requested to perfonn 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 Agenc)"s project manager. The consultant's clairu must outline the following: . Summation of hours by classification for each firm that is included in the claim; . Any correspondence that directed the consultant to perform the itdditional work; . Timeframe of the additional work that was outside of the project scope; . Summary ofdirect 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 agreeri:Ient 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 consnltant'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 isparticipating in the project's funding, forward a copy of the consultant's clairu.andthe Agency's recommendation for federal participation in the clairu to the WSDOT Highways and Local Programs through the Region Local Programs Engineer, if the clairu is not eligible for federal participation, . payment will need to be from agency funds. Jfthe Agency project manager, DirectotofPl!blic Works or Agenl;)' Engineer, WSDOT Highways and Local Programs (if applicable), and FHW A (ifapplieable) agree with the COnsultant's claim, ilend a request memo, including backup documentation to the elmsultant to either supplement the agreement, or create a new agreettIent for the claim. After the request has been approved, the Agency shall write the supplement and/or. new agreement and pay the conSultant the lIIIlOunt of the claim. Inform the consultant that the fin(lJ payment for the agreement is subject to audit. No further action in needed regarding the clairu 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 Claim{s) If the Agency does not agree with the consultunt's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: . Copy of infurmation'supplied by the consultant regarding the claim; . Agency's summation of hours by classification for each firm that should be included in the claim; . Any correspondence that directed the consultunt to perform the additional work; . Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; . Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim{ s); . Explanation to describe what bas been institnted to preclude future consultant claim{s); and . Recommendations to resolve the claim. Step 4 - Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and admini.wtively 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 WSooT Inghways and Loca1 Programs and FHW A regarding final settlement of the claim. If the claim is not , eligible for federal participation, payment wi11 need to be from agency funds. Step 5 -Informing Consultunt of'Decu,ion Regarding the Claim Thll Director of Public Works or Agency Engineer shaII notifY (in writing) the consultunt of their firiaI decision regarding the consultunt's claim(s). Include the final dOllar amount of the IICCepted claim(s) and I:lltionale utilized for the decision. . Step 6 - Preparation of Supplement or New Agreement for the Consultunt's Claim(s) ne agency shaII write the supplement and/or new a~ent and pay the consultant the aUlOont of the claim. Inform the consultant that the flnal payment for the agreement is subject to andit. . , ,~ , Exhibit M-l(a) Certification Of CoDSUltant Project No. Local Agency I hereby certify that I am -P"lI.:l60T dUly authorized representative of the firm of and whose address is B20 f2e..lee.-1 -- .~:N.l&:J, t>l..t",~ w-Ar ~2-andthatneitherlnortheabove firm I here represent has: -q I (a) Employed or retained for a commission, pereentage, brokerage, contingent fee, or other consideration, any firm or person.( other than a bona fide employee working ~~~~or~~ero~~TMmro~~or~~M~~; . Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services..of any firm or person in connection ~ Carrying out this AGREEMENT; or (b) Paid, or agreed ro pay, to any firm, organization or person (other than a bona fide employee working solely fur me or the above roNS~T ANT) any fee, contribution, donation, or consideration of any kind for, or in colll1llCtion wiiIi. procuring or carrying out this AGRBEMENT;except as hereby .ssly stated (if any); I acknowledge that this certificate is. ro be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Deplll'lD1ent ofTransponmon in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject ro applicable State and Federal laws, beth criminal and civil (0) ~fpr,-z.. Date ~/~ . - Signature " ~ Exhibit M-l(b) Certification Of Agency Official , I hereby certify that I am the AGENCY Official of the Loca1 Agency ofJ... ~ c1w L Washington, and that the consulting firm or its representative has not been required, directly ir indirectly as an express or implied condition in connl:ftion with obtaining or carrying out this AGREEMENT to: .. '. '. , -, (a) Empl,o}' orretaln, or al!;OOe to employ to retain, any firm or person; or (b) Pay, or itgree -to pay, to any- liirm, pers.oll; Or .organi1.ation, any fee,contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I ackIlowledge 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 ofFedera1-aid highway funds, and is subject to applicable State andFederallaw8, both criminal and civil. Signature ~"" Name Date .,f. g . /"Z-- " ;. ~ Exhibit M-2 Certification RegardiJig Debarment, Snspension, and Other Responsibility ~tters-Primary Covered Transactions L The prospective primary participant certifies to the best of its knowledge and belief; that it and its principals: A. Are not presently debarred, snspended, 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 cominission or fra1I!l or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state. or local) transaction or contract under a public' transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgeI)'. bribeIY. falSification or destruction of records. making false statements, or receiVing stolen property; C. Are not presetJtly indicted for or otherwise criminally or civil1y charged by a governmental entity (federal, state. or local) with commission of any of the offenses enumerated in paragraph I( B) of this certification; and ' D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for canse or default. n. Where the prospectiveprim8l)' participant is unable to certifY to any of the statements in this certification, such prospective participant shaIl attach an explanation to this proposal. Consultant (Finn): ~6 ,.....+ Name ~.\-...<5..~fl , (pkase print) ~:... -."S. IP.L.. , . ~~ Si ' rPresident or Authorized Official of Consultant Z.ftU./IL Date -~ ~ < . - , ~ 0JAWm:~4 CERTIFICATE OF LIABILITY INSURANCE Western states - 1'he Dalles 312 Federal lit., PO Box 1940 1'he Dalles OR 97058 Phone:541-296-2268 1l'ax:541-296-9427 ONLY 0 RIGHTS UPON TH HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COWRAG8 AJ=FORDED BY THE POUClES INSURERS AFFORDING COVERAGE NAlCfJ ~~eu~lEngtir~ J:no oi~a mt 32 COVERAGES THE POUCIES OF JNSIJRANCE USTED BELOW HAVE BEalISSUEl;l TO '(HE INSIlREP NAMED AIIOVE FOR THE POUCY PI;RlOD INIlICATEO. NOlWlTIlSTANQINO ANY Rl!QUIREMENT, Tl!RM OR CONOlllON OF ANY CONTRACT OR ornER lloCIJMENT WITH ReSl>ECT TO WHlCHTHIS CERTIFlCATE MAY BE IBSIJEOOR W;y PERTAIN, THEINSlJRANCE!AFFORCEO BY TIlE POUCIES DESCIlI8ED H5REIH 1$ SI/llJECT TO ALL THIl 'JE!RMS, EXCLllSlONSAND CONDlTlONSOF SUCH POUCIE$. AGGREGATE t.IMIT$lllloWN MAY. HAVE BEEN REIlUCED BY PAlO CIJ\IM$. TYPEOFINllUIIANllE _NUMBER 1.IlIIII8 GENIlRAI.IJABILITY S 1 000 000 X .COllMERCIAl-.UAIlIIJIY 52SBAVW7185SC 02/21/11 __ 61 000 000 OlAII4SMAIle ~ OCCUR MEDEXP{Ml'__ $10 000 X WA 8top (;lap J>ERSONAl.&ADVINJURY $1 000 000 GaIERAlAGGREGATI! S 2 000 000 PIlOIlWfS-CQMPJOP AGO 6 2 000,000 WA 8'l'P GA 1 000 000 ~!llNGLSlJljJT S 1,000,000 02/21/11 '02/21/12 tea~ INSURERII: INSURER'" _0: _0: INSURER'" 1J.9.~""_CO 1'he llartford J:ns1;lX'ance - B B 52tJECXV4082SC w.!~ 6 B X X 52tJECJ:V4082SC 02/21/11 02/21/12 IlOllILYINJURY (Per_ $ _IJABILITY _ AUJO ~ I"I'Wt'I;I'(I T DAMAGE (Per_ AUTOONlV -EAA<X:lDENT 6 EA A(:C 6 AGO 6 62 00.0 000 62 000 000 S S S $ B. 52SBAVW71858C ,02/21/11 '. 02/21/12 eACH ClCCUI1RENCE AGGREGATE DEDUCl1IllE RE1CIl11ON $ WD AIIOI!MPLOYI!llll'UAl3ILIIY YIR . 'C~~_=N -- 01IlEIt I'P lQ"~tt' . 07/23/11 07/23/12 El. EI\CIlACOlDl!NT $ 1 000. 000 e.L "'-e-EA 61 000 000 E.L. ClSI!ASIl- PC\.ICY UMIT' U 000 000 08/16(11 08/16/12 EA CLlUM 2,000,000 ANN AGG 2 000 000 A PROF LJ:ABJ:LJ:!n U881122061 llESCIlIPUONOF_lIONS/LOCA NS/l!EHfCI.E8l (lNSADDeDBYEN_/SPEOIAVROV_ .CerUj;:l.aate holder :l.s an add:l.Uonal :l.nsurad per tb<l attaoh<>d pol:l.oy :form 88 00. 0.8 0.4 05. 'l'h:l.s :l.nsuranOQ :l.s .pr:l.ma1.-y and non-oontr:l..butory P<IZ' tl;<I attaoh<ld pol:l.oy fo"", 88 00. 0.8 0.4 05. . 1'tojeot: On-Call Bridge Load RaUng, Br:l.dg<l XnspQot:l.on, and Misoellanoous Sllruotural Oes:l.gn Serv:l.oes . _ . C. 11 CATE HOLDER . CANCEl.l.ATlON IlHOULOANY(I'TlIE_""""~FOUCIalBE_Pii1'oial'lJll!_ DAlE_F, ___WlLLENDEAVORlOMAIl. lllL... DAYSWRIm!II 1l\llIllIl1OnlBOIlR1lFICA1Jl_IlI\MI!DTOTllE U!I'T, SUT'_lO IlOSQSIlAtL IMPll9ENOOIlLJGATION OR~CIF ANYIUNl>UFONTlIEINSlIREIl, ITlIAGl!NTllOR _A'IM!ll. _ATMl J<l:fferson Coun1;y 623 8her:l.c1an Street art ~ownsend WA 98368 ) The AC'ORO name and Icgo are