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HomeMy WebLinkAboutCAG1992-0021 - Original - Kittelson & Associates, Inc. - Evaluate & Acquire a New Traffic Control System - 02/19/1992 CONSULTANT CONSULTANTIADDRESSITELEPHONE AGREEMENT Kittelson & Associates, Inc. AGREEMENT NUMBER LA1528 14575 Bel-Red Road, Suite 102 FEDERALAIDNO. M-9999 116 Bellevue, WA 98007 Telephone: 1-800-878-5230 A X LUMP suM O R LUMP SUM AMOUNT 2 4 9 8 4 E E M _COST PLUS FIXED FEE PROJECT TITLE AND WORK DESCRIPTION E OVERHEAD PROGRESS N PAYMENT RATE % T OVERHEAD COST METHOD Title: T —ACTUAL COST VMS (Vehicle Monitoring System) .ACTUAL ACTUAL COST NOT Upgrade TO EXCEED %P E FIXED RATE % FIXED FEE s Work Description: Evaluate and acquire new e —SPECIFIC RAMS OF PAY traffic control system h k 0 ^ Do you require a 1099 for IRS? COST PER UNIT OF WORK FEDERAL ID NO. 9 3-0 9 6 4 4 4 7 OR S.S.NO. _YES _X_NO COMPLETION DATE MAXIMUM AMOUNT PAYABLE June 1, 1992 $25, 000 THIS AGREEMENT,made and entered into this day of / 1992,between the City of Kent,Washington,hereinafter called the"AGENCY',and the above organization hereinafter called the'CONSU ANT'. 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 WHEREAS,the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration,if applicable,and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: Page 1 of 21 pages I IV GENERAL DESCRIPTION OF WORK TIME FOR BEGINNING AND COMPLETION The work under this AGREEMENT shall consist of the above The CONSULTANT shall not begin any work under the terms of described work and services as herein defined and necessary to this AGREEMENT until authorized in writing by the AGENCY.All accomplish the completed work for this PROJECT. The work under this AGREEMENT shall be completed by the date CONSULTANT shall furnish all services, labor and related shown in the heading of this AGREEMENT under completion data. equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. 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 11 AGENCY,or because of unavoidable delays caused by an act of SCOPE OF WORK GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement The Scope of Work and project level of effort for this project is issued by the AGENCY is required to extend the established detailed in Exhibit"B"attached hereto,and by this reference made completion time. a part of this AGREEMENT. V III PAYMENT GENERAL REQUIREMENTS The CONSULTANT shall be paid by the AGENCY for completed All aspects of coordination of the work of this AGREEMENT,with work and services rendered under this AGREEMENT as provided outside agencies, groups or individuals shall receive advance in Exhibit"C'attached hereto,and by this reference made part of approval by the AGENCY.Necessary contacts and meetings with this AGREEMENT. Such payment shall be full compensation for agencies, groups or individuals shall be coordinated through the work performed or services rendered and for all labor, materials, AGENCY. supplies, equipment, and incidentals necessary to complete the work specified in Section 11,"Scope of Work'.The CONSULTANT The CONSULTANT shall attend coordination, progress and shall conform with all applicable portions of 48 CFR 31. presentation meetings with the AGENCY or such Federal, Community,State,City or County officials,groups or individuals as VI may be requested by the AGENCY.The AGENCY will provide the SUBCONTRACTING CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum number of hours or The AGENCY permits subcontracts for those items of work as days notice required shall be agreed to between the AGENCY and shown in Exhibit G to this Agreement the CONSULTANT and shown in Exhibit"B"attached hereto and made part of this AGREEMENT.The CONSULTANT shall prepare Compensation for this suboonsultant work shall be based on the a monthly progress report, in a form approved by the AGENCY, cost factors shown on Exhibit G, attached hereto and by this that will outline in written and graphical form the various phases reference made a part of this AGREEMENT. and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. Goals for The work of the subconsultant shall not exceed its maximum Disadvantaged Business Enterprises (DBE), Minority Business amount payable unless a prior written approval has been issued by Enterprises (MBE), and Women Owned Business Enterprises the AGENCY. (WBE) if required shall be shown in Exhibit "B". All designs, drawings, specifications, documents, and other work products of All reimbursable direct non-salary costs for the suboonsultant shall the CONSULTANT are instruments of service for this PROJECT, be substantiated in the same manner as outlined in Section V.All whether the PROJECT is completed or not Reuse by the AGENCY subcontracts exceeding$10,000 in cost shall contain all applicable or by others acting through or on behalf of the AGENCY of any provisions of this AGREEMENT. such instruments of service without the written permission of the CONSULTANT will be at the AGENCY's sole risk. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor,any contract or any other relationship. Page 2 of 21 pages Vil the AGENCY now or in the future unless a showing is made EMPLOYMENT satisfactory to the AGENCY that discriminatory practices have terminated and that recurrence of such action is unlikely. The CONSULTANT warrants that he/she has not employed or retained any company or person,other than a bona fide employee During the performance of this AGREEMENT,the CONSULTANT, working solely for the CONSULTANT, to solicit or secure this for itself, its assignees and successors in interest agrees as contract,and that it has not paid or agreed to pay any company or follows: person, other than a bona fide employee working solely for the CONSULTANT,any fee,commission, percentage,brokerage fee, A. COMPLIANCE WITH REGULATIONS: The gift,or any other consideration,contingent upon or resulting from CONSULTANTshall complywith the Regulations relative the award or making of this contract.For breach or violation of this to nondiscrimination in the same manner as in Federally- warrant, the AGENCY shall have the right to annul this assisted programs of the Department of Transportation, AGREEMENT without liability,or in its discretion, to deduct from Title 49,Code of Federal Regulations, Part 21,as they the AGREEMENT price or consideration or otherwise recover the may be amended from time to time,(hereinafter referred full amount of such fee,commission, percentage, brokerage fee, to as the Regulations),which are herein incorporated by gift,or contingent fee. reference and made a part of this AGREEMENT. Any and all employees of the CONSULTANT or other persons B. NONDISCRIMINATION:The CONSULTANT,with regard while engaged in the performance of any work or services required to the work performed by it during the AGREEMENT, of the CONSULTANT under this AGREEMENT, shall be shall not discriminate on the grounds of race, creed, considered employees of the CONSULTANT only and not of the color,sex,age,marital status,national origin or handicap AGENCY, and any and all claims that may or might arise under except for a bona fide occupational qualification in the any Workmen's compensation Act on behalf of said employees or selection and retention of suboonsultants, including other persons while so engaged,and any and all claims made by procurements of materials and leases of equipment.The a third party as a consequence of any act or omission on the part CONSULTANT shall not participate either directly or of the CONSULTANTs employees or other persons while so indirectly in the discrimination prohibited by Section 21.5 engaged on any of the work or services provided to be rendered of the Regulations,including employment practices when herein, shall be the sole obligation and responsibility of the the contract covers a program set forth in Appendix 11 of CONSULTANT. the Regulations. Th .. .. ..::....... ... ... . e CONSULTANT shall not engage,on a full or part time basis, C. SOLICITATIONS FOR SUBCONSULTANTS, or other basis,during the period of the contract,any professional INCLUDING PROCUREMENTS OF MATERIALS AND or technical pemormel who are,or have been,at any time during EQUIPMENT: In all solicitations either by competitive dw period of dw contract. in the employ of the United States bidding or negotiation made by the CONSULTANT for Department of Transportation,the STATE, or the AGENCY,except work to be performed under a subcontract, including regularly retired employees,without written consent of the public procurements of materials or leases of equipment,each employer of such person. potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race,creed, color, gill sex,age,marital status,national origin and handicap. NONDISCRIMINATION D. INFORMATION AND REPORTS: The CONSULTANT The CONSULTANT agrees not to discriminate against any client, shall provide all information and reports required by the employee or applicant for employment or for services because of Regulations, or directives issued pursuant thereto, and race, creed, color, national origin, marital status, sex, age or shall permit access to its books,records,accounts,other handicap except for a bona fide occupational qualification with sources of information, and its facilities as may be regard to,but not limited to the following:employment upgrading, determined by the AGENCY to be pertinent to ascertain demotion or transfer,recruitment or any recruitment advertising,a compliance with such Regulations or directives.Where layoff or terminations,rates of pay or other forms of compensation, any information required of the CONSULTANT is in the selection for training, rendition of services. The CONSULTANT exclusive possession of another who fails or refuses to understands and agrees that if it violates this provision, this fumish this information the CONSULTANT shall so AGREEMENT may be terminated by the AGENCY and further that certify to the AGENCY,or the United States Department the CONSULTANT shall be barred from performing any services for Page 3 of 21 pages of Transportation as appropriate,and shall set forth what No payment shall be made for any work completed after ten days efforts it has made to obtain the information. following receipt by the CONSULTANT of the Notice to terminate. If the accumulated payment made to the CONSULTANT prior to E. SANCTIONS FOR NONCOMPLIANCE: In the event of Notice of Termination exceeds the total amount that would be due the CONSULTANT's noncompliance with the computed as set forth herein above,then no final payment shall be nondiscrimination provisions of this AGREEMENT, the due and the CONSULTANT shall immediately reimburse the AGENCY shall impose such sanctions as it or the AGENCY for any excess paid. Federal Highway Administration may determine to be appropriate,including,but not limited to: In the event the services of the CONSULTANT are terminated by the AGENCY for fault on the part of the CONSULTANT,the above 1. Withholding of payments to the CONSULTANT formula for payment shall not apply.In such an event,the amount under the AGREEMENT until the to be paid shall be determined by the AGENCY with consideration CONSULTANT complies, given to the actual costs incurred by the CONSULTANT in and/or performing the work to the date of termination,the amount of work originally required which was satisfactorily completed to date of 2. Cancellation,termination or suspension of the termination, whether that work is in a form or a type which is AGREEMENT, in whole or in part. usable to the AGENCY at the time of termination;the cost to the AGENCY of employing another firm to complete the work required F. INCORPORATION OF PROVISIONS: The and the time which maybe required to do so, and other factors CONSULTANT shall include the provisions of which affect the value to the AGENCY of the work performed at the paragraphs (A) through (G) in every subcontract, time of termination. Under no circumstances shall payment made including procurements of materials and leases of under this subsection exceed the amount which would have been equipment, unless exempt by the Regulations or made using the formula set forth in the previous paragraph. directives issued pursuant thereto.The CONSULTANT shall take such action with respect to any suboonsultant If it is determined for any reason that the CONSULTANT was not or procurement as the AGENCY or the Federal Highway in default or that the CONSULTANTs failure to perform is without Administration may direct as a means of enforcing such it or it's employee's fault or negligence, the termination shall be provisions including sanctions for noncompliance; deemed to be a termination for the convenience of the AGENCY provided, however, that, in the event a CONSULTANT in accordance with the provision of this AGREEMENT. becomes involved in,or is threatened with,litigation with a suboonsultant or supplier as a result of such direction, In the event of the death of any member,partner or officer of the the CONSULTANT may request the AGENCY to enter CONSULTANT or any of its supervisory personnel assigned to the into such litigation to protect the interests of the project, or, dissolution of the partnership, termination other AGENCY, and in addition, the CONSULTANT may corporation,or disaffiliation of the principally involved employee,the request the United States to enter into such litigation to surviving members of the CONSULTANT hereby agree to complete protect the interests of the United States. the work under the terms of this AGREEMENT,if requested to do so by the AGENCY. The subsection shall not be a bar to G. UNFAIR EMPLOYMENT PRACTICES: The renegotiation of the AGREEMENT between the surviving members CONSULTANT shall comply with RCW 49.60.180 of the CONSULTANT and the AGENCY, if the AGENCY so prohibiting unfair employment practices and the chooses. Executive Orders numbered E.O.70-01 and E.O.66-03 of the Governor of the State of Washington. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, IX with the AGENCY's concurrence, desire to terminate this TERMINATION OF AGREEMENT AGREEMENT,payment shall be made as set forth in the second paragraph of this section. The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the In the event this AGREEMENT is terminated prior to completion, CONSULTANT. the original copies of all reports and other data, PS&E materials furnished to the CONSULTANT by the AGENCY and documents In the event this AGREEMENT is terminated by the AGENCY other prepared by the CONSULTANT prior to said termination, shall than for fault on the part of the CONSULTANT, a final payment become and remain the property of the AGENCY and may be used shall be made to the CONSULTANT as shown in Exhibit F for the by it without restriction.Such unrestricted use,not occurring as a type of AGREEMENT used. Page 4 of 21 pages part of this PROJECT,shall be without liability or legal exposure to Xlll the CONSULTANT. LEGAL RELATIONS AND INSURANCE Payment for any part of the work by the AGENCY shall not The CONSULTANT shall comply with all Federal,State,and local constitute a waiver by the AGENCY of any remedies of any type it laws and ordinances applicable to the work to be done under this may have against the CONSULTANT for any breach of this AGREEMENT. This AGREEMENT shall be interpreted and AGREEMENT by the CONSULTANT, or for failure of the construed in accord with the laws of Washington. CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not The CONSULTANT hereby agrees to indemnify and hold the constitute waiver of entitlement to exercise those rights with respect AGENCY and the STATE, and their officers and employees to any future act or omission by the CONSULTANT. 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 X from the CONSULTANTs negligence or breach of any of its CHANGES OF WORK obligations under this AGREEMENT;provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY and the The CONSULTANT shall make such changes and revisions in the STATE against and hold harmless the AGENCY and the STATE complete work of this AGREEMENT as necessary to correct errors from claims,demands or suits based solely upon the conduct of appearing therein,when required to do so by the AGENCY,without the AGENCY and the STATE,their agents,officers and employees additional compensation thereof. Should the AGENCY find it and provided further that if the claims or suits are caused by or desirable for its own purposes to have previously satisfactorily result from the concurrent negligence of(a)the CONSULTANTS completed work or parts thereof changed or, revised, the agents or employees and(b)the AGENCY and the STATE,their CONSULTANT shall make such revisions as directed by the agents,officers and employees,and involves those action covered AGENCY.This work shall be considered as Extra Work and will be by RCW 4.24.115,this indemnity provision with respect to claims paid for as herein provided under Section XIV. or suits based upon such concurrent negligence shall be valid and enforceable only to the extent of the CONSULTANT's negligence XI or the negligence of the CONSULTANTs agents or employees DISPUTES except as limited below. Any dispute concerning questions of fact in connection with the The CONSULTANT's relation to the AGENCY shall be at all times work not disposed of by AGREEMENT between the CONSULTANT as an independent contractor. and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the The CONSULTANT shall obtain and keep in tome during the terms matter shall be final and binding on the parties of this of the AGREEMENT, or as otherwise required, the following AGREEMENT, provided however, that if an action is brought insurance with companies or through sources approved by the challenging the Director of Public Works or AGENCY Engineer's State Insurance Commissioner pursuant to RCW 48. decision, that decision shall be subject to the scope of judicial review provided under Washington Case Law. Excepting the professional liability insurance the AGENCY will be named on all certificates of insurance as an additional insured.The XII certificates of insurance shall cover the work specified in or VENUE,APPLICABLE LAW AND performed under this AGREEMENT. PERSONAL JURISDICTION The AGENCY will pay no progress payments under Section V until In the event that either party deems it necessary to institute legal the CONSULTANT has fully complied with this section. This action or proceedings to enforce any right or obligation under this remedy is not exclusive;and the AGENCY and the STATE may AGREEMENT,the parties hereto agree that any such action shall take such other action as is available to them under other be initiated in the Superior court of the State of Washington, provisions of this AGREEMENT,or otherwise in law. situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Insurance Coverage Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in A. Worker's compensation and employer's liability insurance accordance with the laws of the State of Washington. The as required by the STATE. CONSULTANT hereby consents to the personal jurisdiction of the B. Regular public liability and property damage insurance in Superior court of the State of Washington, situated in the county an amount not less than a single limit of one million and the AGENCY is located in. Page 5 of 21 pages 00/100 Dollars ($1,000,000.00) for bodily injury, including death XV and property damage per occurrence. ENDORSEMENT OF PL"NS C. The CONSULTANTS professional liability shall be limited to the amount payable of this AGREEMENT or one The CONSULTANT shall place his endorsement on all plans, million dollars,whichever is the lesser. estimates or any other engineering data furnished by him. All insurance shall be obtained from an Insurance company XVI authorized to do business in the State of Washington. The FEDERAL AND STATE REVIEW CONSULTANT shall submit a certificate of insurance as outlined above within 14 days of the execution of this AGREEMENT to the The Fede;al Highway Administration and the Washington State AGENCY. No cancellation of the foregoing policies shall be Department of Transportation shall have the right to participate in effective without thirty(30)days prior notice to the AGENCY. the review or examination of the work in progress. XIV XVII EXTRA WORK CERTIFICATION OF THE CONSULTANT AND THE AGENCY A. The AGENCY may at any time,by written order, make changes within the general scope of the AGREEMENT Attached hereto as Exhibit "A-1", are the Certifications of the in the services to be performed. Consultant and the Agency, Exhibit "A-2" Certification regarding B. If any such change causes an increase or decrease in debarment,suspension and other responsibility matters-primary the estimated cost of, or the time required for, covered transactions,and Exhibit"A-3"Certification regarding the performance of any part of the work under this restrictions of the use of Federal funds for lobbying. AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and conditions of the XVIII AGREEMENT, the AGENCY shall make an equitable COMPLETE AGREEMENT adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both;and (3)other This document and referenced attachments contains all covenants, affected terms and shall modify the AGREEMENT stipulations and provisions agreed upon by the parties. No agent, accordingly. or representative of either party has authority to make, and the C. The CONSULTANT must submit any "proposal for parties shall not be bound by or be liable for, any statement, adjustment"(hereafter referred to as proposal)under this representation, promise or agreement not set forth herein. No clause within 30 days from the date of receipt of the changes,amendments,or modifications of the terms hereof shall written order.However,if the AGENCY decides that the be valid unless reduced to writing and signed by the parties as an facts justify it,the AGENCY may receive and act upon a amendment to this AGREEMENT. proposal submitted before final payment of the AGREEMENT. XIX D. Failure to agree to any adjustment shall be a dispute EXECUTION AND ACCEPTANCE under the Disputes cause. However nothing in this clause shall excuse the CONSULTANT from proceeding This AGREEMENT may be simultaneously executed in several with the AGREEMENT as changed. counterparts, each of which shall be deemed to be an original E. Notwithstanding the terms and condition of paragraphs having identical legal effect The CONSULTANT does hereby ratify (a)and(b)above,the maximum amount payable for this and adopt all statements, representations,warranties,covenants, AGREEMENT, shall not be increased or considered to and agreements contained in the proposal, and the supporting be increased except by specific written supplement to materials submitted by the CONSULTANT,and does hereby accept this AGREEMENT. the AGREEMENT and agrees to all of the terms and conditions thereof. In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year first above written. ByOK By Prin pal Consultant: Ison&Assoc., Inc. City of Kent,Washington AD Droved as t . LUBUV1 NE Page 6 Of 21 pages M w ` J '-' w � H wLU o w v w 0 0 Q O O o. a ~ D w #: w O Z c� r Cl) cr. � w ZCl) mot+ O ul O z O cq { w ,� O J V = o CO41 Z 4-3 { c� Cd +4 Cd AC� ~ U *' U wU AP4 a U a r-i C4 cYS It; 16 cfl t-� o6 Page 7 of 21 pages EXHIBIT A-1 CERTIFICATION OF CONSULTANT Project No. LA 6o7 F City y n r I hereby certify that I am Pr eS i c tef 1&J[,11 e K. and duly authorized representative of the firm of ssoc c 4f es whose address is r pleand that neither I nor the above firm I here represent has: (a) Employed or retained for a commission,percentage,brokerage,contingent fee or other consideration,any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure this contract. (b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out the contract. (c) Paid,or agreed to pay,to any firm,organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee,contribution,donation or consideration of any kind for,or in connection with procuring or carrying out the contract;except as here expressly stated(if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the Board of Professional Registration. I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration,U.S.Department of Transportation,in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws,both criminal and civil. r Date Signat CERTIFICATION OF AGENCY OFFICIAL I hereby certify that I am the AGENCY Official of the Cityyof t 1 Washington and that the above consulting firm or his representative has not been required,directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain,or agree to employ or 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 here expressly stated(if any). I acknowledged that this certificate is to be available to the Federal Highway Administration,U.S.Department of Transportation,in connection with this contract involving participation of Federal aid highway funds and is subject to applicable State and Federal laws,both criminal and civil. Date Signature Page 8 of 21 pages EXHIBIT A-2 CERTIFICATION REGARDING DEBARMENT,SUSPENSION,AND OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS 1. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a) Are not presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public(federal,state,or local)transaction or contract under a public transaction;violation of federal or state antitrust statues or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(federal,state,or local) with commission of any of the offenses enumerated in paragraph l.b.of this certification;and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state, or local)terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Consultant(Firm): Ki 41C . (Date) Presideror thor" O ial of Consultant (Signature) Page 9 of 21 pages EXHIBIT A-3 CERTIFICATION REGARDING THE RESTRICTIONS OF THE USE OF FEDERAL FUNDS FOR LOBBYING The prospective participant certifies,by signing and submitting this bid or proposal, to the best of his or her knowledge and belief,that: 1. No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any federal agency,a member of Congress, an officer or employee of Congress,or an employee of a member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract,grant, loan,or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress,or an employee of a member of Congress in connection with this federal contract, grant, loan,or cooperative agreement,the undersigned shall complete and submit Standard Form LLL,'Disclosure Form to Report Lobbying", in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant(Firm): Kittelson & Associates, Inc. z"� (Date) Preside of Authorized'MUcial of Consultant (Signature) Page 10 of 21 pages Exhibit B SCOPE OF WORK City of Kent Traffic VMS (Vehicle Monitoring System) Upgrade INTRODUCTION The scope of work for the City of Kent Traffic Signal System Feasibility Study (hereafter referred to as the "Project") shall consist of the following eight (8) task activities: Task 1: Assessment of Existing Conditions Task 2: Definition of System Attributes Task 3: Identification of Alternative Candidate Systems Task 4: Field Review of Select Candidate Systems Task 5: Evaluation of Alternative Candidate Systems Task 6: Development of Recommendations/Final Report Task 7: Presentation to City Council Task 8: Project Management Specific activities to be completed within each of these tasks are described in the following paragraphs. Task 1: Assessment of Existing Conditions Purpose: The purpose of this task activity is to establish a base of knowledge among the project team members regarding the existing characteristics and conditions of the City's current traffic signal control system. Activities: Project team members will meet with City staff to learn about current system characteristics and conditions. The meeting will be held at City offices. Issues to be addressed during this meeting include(but will not be limited to) the following: All above-ground signal system equipment Existing and planned communication facilities -1- Exhibit B:Scope of Work Page 11 of 21 pages Current operating procedures Apparent existing and projected deficiencies Special system requirements and/or desirable attributes In conjunction with this meeting, project team members will also conduct a field reconnaissance of the existing physical system, paying special attention to the control center and maintenance shop facilities and procedures. Products: An agenda will be prepared and distributed in advance of the meeting to assure all issues are addressed in a coordinated manner. Subsequent to the meeting, the Project Manager will prepare minutes of the meeting and will distribute the minutes to all parties involved. A list of "action items" will be prepared with "due dates". Other administrative and technical matters will be discussed as appropriate. A summary assessment of existing system characteristics and conditions will be prepared. Task 2: Definition of Desirable System Attributes Purpose: The purpose of this task activity is to establish the characteristics of any selected traffic control system which are necessary and/or desirable. Activities: A four-hour workshop will be held at the City of Kent to discuss various system functions, their sensitivities and merits. In addition, various system components will be discussed such as the data base, the communications system, and possible future IVHS-related technology requirements. Products: The products of this task will include a technical memorandum summarizing the highlights and conclusions of the discussion of the system functional requirements. Prior to the workshop, an agenda will -2- Exhibit B:Scope of Work Page 12 of 21 pages be prepared and distributed to assure all issues are addressed in a coordinated manner. Subsequent to the meeting, the Project Manager will prepare minutes of the meeting and will distribute the minutes to all parties involved. A list of"action items" will be prepared with "due dates". Other administrative and technical matters will be discussed as appropriate. Task 3: Identification of Alternative Candidate Systems Purpose: The purpose of this task activity is to define up to four alternative traffic signal control system concepts for consideration by the project team. Activities: Based upon the results of the detailed functional requirements analysis conducted in Task 2 as well as the communication design concept and the available hardware/software identified in Task 1,up to four control system concepts will be developed including cost estimates for each alternative. The alternatives will include the required components such as type of hardware, its function, and its cost. Products: The products of this task will include a technical memorandum summarizing the key characteristics and costs associated with each of the identified alternative candidate systems. Task 4: Field Review of Select Candidate Systems Purpose: The purpose of this task activity is to conduct site visits for each of the candidate traffic control systems. _3_ Exhibit B:Scope of Work Page 13 of 21 pages Activities: The project team's experience suggests it would be a very successful and useful process to visit various agencies currently operating the candidate traffic control systems. On-site discussions with the operators and engineers at these locations are invaluable in determining the specific strengths and weaknesses of each system. For the purposes of this project, four to six sites will be visited in a total of two geographic areas(the San Francisco Bay area, and the Los Angeles area). The focus of the on-site discussions will be on such issues as system reliability, down-time frequency, level of support, communication system characteristics and needs, system features and limitations, graphical and display interfaces, integration with other software and technology, and system functions and accuracy. Products: The primary product of this task activity will be a set of meeting minutes summarizing the results and key findings of each site visitation. Task 5: Evaluation of Alternative Candidate Systems Purpose: The purpose of this task activity is to prepare an evaluation for each of the identified alternative candidate traffic control systems. Activities: Each of the candidate traffic control systems identified in Task 3 will be evaluated based on a utility-cost procedure using the information developed in Tasks 1-4. Products: The products of this task will include a technical memorandum summarizing the results of the evaluation process. Prior to the meeting with City staff to discuss the results of this evaluation, an agenda will be prepared and distributed to assure all issues are addressed in a coordinated manner. Subsequent to the meeting, the Project Manager will prepare minutes of the meeting and will distribute the minutes to -4- Exhibit B:Scope of Work Page 14 of 21 pages all parties involved. A list of"action items" will be prepared with"due dates". Other administrative and technical matters will be discussed as appropriate. Task 6: Development of Recommendations/Final Report Purpose: The purpose of this task activity is to formulate a recommended preferred alternative for presentation at a workshop with City staff. Activities: Project team members will use the results of Tasks 1-5 to formulate a recommended preferred alternative for presentation at a workshop with City staff. This workshop will be held at the City of Kent. Upon concurrence of City staff, a final report will be prepared summarizing the activities, results, and conclusions of Tasks 1-5. Products: The primary products of this task will include a recommendation to City staff regarding the preferred traffic control system, and a final report summarizing the activities,results,and conclusions of Tasks 1-5. Task 7: Presentation to City Council Purpose: The purpose of this task activity is to present a summary of the activities, results, and conclusions of the project to the Kent City staff. Activities: Project team members will prepare appropriate presentation materials, and will be responsible for making the presentation to City Council. Products: The product of this task activity will be a presentation to the Kent City Council of the activities, results, and conclusions of the project. -5- Exhibit B:Scope of Work Page 15 of 21 pages Task 8. Prgject Management Purpose: The purpose of this task activity is to provide for administrative and technical day-to-day management of the project team and activities by the Project Manager. Activities: The Project Manager will coordinate all activities between the project team members and City staff. He will also prepare monthly progress reports summarizing the activities planned and accomplished to date, the activities anticipated during the next reporting period, the current financial and schedule status of the project, and any technical or administrative problems which might have arisen. Products: The primary product of this task activity will be a monthly progress report which will accompany each invoice. -6- Exhibit B:Scope of Work Page 16 of 21 pages EXHIBIT C-1 PAYMENT (LUMP SUM) A. Lump Sum Agreement Payment for all consulting services for this project shall be on the basis of a lump sum amount as shown in the heading of this AGREEMENT. 1. Management Reserve Fund If the AGENCY desires the CONSULTANT to perform additional work beyond that already defined in this AGREEMENT,the Agreement Administrator may authorize additional funds for this purpose.Such authorization(s) shall be in writing and shall not exceed the lesser of$50,000 or 10%of the Maximum Amount Payable as shown in the heading of this Agreement.Any changes requiring additional costs in excess of the"Management Reserve Fund"shall be made in accordance with Section XIV,"Extra Work." 2. Maximum Total Amount Payable The maximum amount payable,by the AGENCY to the CONSULTANT under this AGREEMENT,shall not exceed the amount shown in the heading of this AGREEMENT as maximum amount payable unless a supplemental agreement has been negotiated and executed by the AGENCY prior to incurring any costs in excess of the maximum amount payable. B. Monthly Progress Payments Partial payments may be made upon request of the CONSULTANT to cover the percentage of work completed and are not to be more frequent than one(1)per month. C. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT,contingent upon receipt of all PS&E,plans, maps,notes,reports,and other related documents which are required to be furnished under this AGREEMENT.Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance.Said final pavment 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. D. Inspection of Cost Records The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives of the AGENCY,the STATE,and the United States for a period of three years after final payment the cost records and accounts pertaining to this AGREEMENT and all items related to orbearing upon these records with the following exception:if any litigation,claim,or audit arising out of,in connection with,or related to this contract is initiated before the expiration of the three-year period,the cost records and accounts shall be retained until such litigation,claim,or audit involving the records is completed. Page 17 of 21 pages EXHIBIT D-1 CONSULTANT FEE DETERMINATION—SUMMARY SHEET (LUMP SUM,COST PLUS FIXED FEE,COST PER UNIT OF WORK) PROJECT: DIRECT SALARY COST(DSC): Classification Man Hours x Rate = Cost Principal 76 x 34.00 $ 2,584 Associate- 22 22.00 484 Technician 16 x 15.00 240 Clerical 8 z 13'.OQ 104 x x x x x x TOTAL DSC = $ 3,412 OVERHEAD(OH COST—including Salary Additives): OH Rate xDSC of 160.u7 pox$ 3.412 = $ 5,462 FIXED FEE(FF): FF Rate xDSC or 15.35 %x$ 8.874 = $ 1,362 REIMBURSABLES: Itemized = $ 5.924.00 SUBCONSULTANT COSTS(See Exhibit G): _ $ 8,824.00 GRAND TOTAL = $ 24,984.00 PREPARED BY: 6W K DATE:_ I Z-' Page 18 of 21 pages EXHIBIT D-2 CONSULTANT FEE DETERMINATION-SUMMARY SHEET (SPECIFIC RATES OF PAY) FEESCHEDULE Hourly Overhead Profit Rate Discipline or Job Title Rate @ 160.07 0 @ 1S.3S Per Hour Principal 36.67 58.70 14.63 110.00 Senior Engineer 31.67 50.69 12.64 95.00 Senior Planner 31.67 50.69 12.64 95.00 Engineer 25.00 40.02 9.98 75..00 Planner 25.00 40.02 9.98 75.00 Transportation Design/Analyst 20.00 32.01 7.99 60.00 Technician 15.00 24.01 5.99 45.00 Office Support 10.00 16.01 3.99 30.00 Page 19 of 21 pages Exhibit E 28-Jan-92 Kittelson &Associates 1991 Year-To-Date Overhead Costs OVERHEAD EXPENSE TYPE A. SALARY OVERHEADS Payroll Taxes 14.45% Vacation,Holiday, and Sick Pay 12.43% Group Insurance and Miscellaneous 13.16% TOTAL SALARY OVERHEADS 40.04% B. GENERAL AND ADMINISTRATIVE OVERHEADS Salaries,Office and Administrative 51.58% Incentive and retirement pay 6.27% Building and Equipment 26.74% Taxes,licenses, and insurance 7.67% Professional services 6.11% Travel and subsistence unassigned 7.03% Office supplies and expense 9.15% Professional educations 3.29% Recruiting Costs 0.00% Printing and reproduction unassigned 2.19% TOTAL GENERAL AND ADMINISTRATIVE OVERHEADS 120.03% C. TOTAL GENERAL AND ADINISTRATIVE OVERHEADS 160.07% D. LESS ADJUSTMENTS TO OVERHEAD EXPENSES Salary Overheads (if any) General and Administrative Overheads TOTAL ADJUSTMENTS TO OVERHEADS e. ADJUSTED TOTAL OVERHEAD EXPENSE (C minus D) 160.07% Page 20 of 21 pages EXHIBIT F PAYMENT UPON TERMINATION OF AGREEMENT BY THE AGENCY OTHER THAN FOR FAULT OF THE CONSULTANT (Refer to Agreement,Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same per- centage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition,the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made,shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition,the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. Page 21 of 21 pages SUPPLEMENTAL AGREEMENT Project No. M 9999 (116) Agency City of Kent Name of Project VMS Upgrade Agreement No. LA 1528 Gentlemen: The City/County of Kent, Washington desires to supplement the agreement entered into with Kittelson & Associates, Inc. and executed on February 19 , 1992 and identified as Agreement No. LA 1528. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: I Section 1, SCOPE OF WORK, is hereby changed to read As shown in Exhibit "A" II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read _ through February 28 1992 III Section V, PAYMENT, shall be amended as follows: Increase the Lump Sum amount of the contract by $5 , 500. as set forth in the attached Exhibit B, and by this reference made a part of this supplement. The maximum amount payable under this agreement as supplemented inclusive of all fees and other costs is now $ 30 , 500. If you concur in this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. 'Coluol ant' 'gnature Approving Authority T1256 EXHIBIT "A" KENT VEHICLE MONITORING SYSTEM UPGRADE Proposal for Work Scope Expansion Task 1: Assist in the Preparation of the Vendor RFP Working with City staff, Kittelson & Associates will prepare a draft and final RFP for the City's use in soliciting vendor interest to provide appropriate software for updating the city' s computerized vehicle monitoring system. At a minimum, the RFP will identify the functional elements of any such system that the City deems necessary in order to accommodate its existing and near-term operational needs. The RFP will also identify those functional elements that the City deems desirable (though not necessary) , as well as the evaluation criteria that will be used. The RFP will specify the appropriate format for all responses, and will describe the format and timing of the selection process. We estimate that this effort will require 20 professional person- hours, will cost approximately $2 , 000 and will consume approximately two calendar weeks. Task 2 : Assist in the Vendor Selection Process In association with City staff and prior to the review of any vendor submittals, Kittelson & Associates will develop evaluation criteria to be used in assessing the adequacy of all written and(if any) verbal vendor responses. Wayne Kittelson and Peter Beaudry will review all vendor submittals received by the City, will participate in the vendor interviews (if any are held) , and will provide non-voting guidance and suggestions throughout the vendor selection process. We estimate that this effort will require approximately 32 professional person-hours, will cost approximately $3 , 500, and will consume approximately four calendar weeks following the publication and transmittal of the RFP. Wayne Kittelson and Peter Beaudry are also prepared to assist City staff in the contract negotiations with the selected vendor. Up to 20 hours of professional time shall be provided for a lump sum of $2, 000. EXHIBIT "B" SUMMARY OF PAYMENTS Basic Agreement Supplement #1 Total Direct Salary Cost $ 12 ,236 * $ 1, 667 $ 13 , 903 Overhead (including 5,462 2 , 668 8 , 130 Payroll Additives) Direct Non-Salary 5,924 500 6,424 Costs Fixed Fee 1, 362 665 2 . 027 Total $ 24 ,984 $ 5, 500 $ 30,484 *Represents Direct Salary Costs for both Prime Consultant ($3 ,412 . 00) and subconsultant ($8, 824 . 00) .