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HomeMy WebLinkAboutPW08-235 - Original - WHPacific, Inc. - S 288th St BNSF Grade Separation - 05/22/2008 Records MA eKENT WASMIN6TON Document es M CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: WHPacific, Inc. Contract Number: This is assigned by Mary Simmons Vendor Number: Project Names: S. 228th Street BNSF Grade Separation Contract Effective Date: Date of the Mayor's signature Contract Termination Date: December 31, 2010 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Pete Tenerelli Department: Engineering Abstract: Provide construction management services for the project. Cm ADCL7832 07/02 Consultant/Address/Telephone Local Agency WHPacific, Inc. Standard Consultant 3350 Monte Villa Parkway Agreement Bothell,WA 98021 g Contact: Sam Richard ®Architectural/Engineering Agreement ❑Personal Services Agreement 425-951-4860 Agreement Number Project Title And Work Description LA 5632 S. 228th St.BNSF Grade Separation Federal Aid Number DEMO-1216 (001) Provide construction management,materials testing Agreement Type(Choose one) and inspection and project oversight. ❑Lump Sum Lump Sum Amount $ ❑Cost Plus Fixed Fee DBE Participation Overhead Progress Payment Rate % ®Yes ❑No •02 % Overhead Cost Method Federal ID Number or Social Security Number ❑Actual Cost 20-3966470 Do you require a 1099 for IRS? Completion Date El Actual Cost Not To Exceed % ❑Yes ®No December 31, 2010 ❑Fixed Rate % Fixed Fee $ ®Specific Rates Of Pay Total Amount Authorized $ 1,082,807.00 ❑Negotiated Hourly Rate Management Reserve Fund $ ®Provisional Hourly Rate Maximum Amount Payable$ 1,082,807.00 ❑Cost Per Unit of Work Index of Exhibits Exhibit"A"-Scope of Work Exhibit`B"-DBE Participation Exhibit"C"-Electronic Exchange of Engineering and Other Data Exhibit"D"-Payment(by Agreement Type) Exhibit"B"-Consultant Fee Determination Exhibit"F"-Breakdown of Overhead Cost Exhibit"G'-Subcontract Work/Fee Determination Exhibit"IT'—Title VI Assurances Exhibit"I"—Payment Upon Termination of Agreement Exhibit"J"—Alleged Consultant Design Error Procedures Exhibit"K"—Consultant Claim Procedures Exhibit"I:'—Liability Insurance Increase Exhibit"M"—Certification Documents THIS AGREEMENT,made and entered into this alp day of , between the Local Agency of City of Kent ,Washin ,hereinafter called the"AGENCY", and the above organization hereinafter called the"CONSULTANT". DOT Form 140-089 EF page 1 of 8 Revised 6/05 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: 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 shall furnish all services,labor,and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies,groups,or individuals shall receive advance approval by the AGENCY.Necessary contacts and meetings with agencies,groups,and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress and presentation meetings with the AGENCY and/or such Federal,State,Community,City or County officials,groups or individuals as may be requested by the AGENCY.The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation.The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report,in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT,and each SUBCONSULTANT,shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract.The CONSULTANT,and each SUBCONSULTANT,shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts.Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises(DBE),if required,per 49 CFR Part 26,or participation of Minority Business Enterprises(MBE),and Women Business Enterprises(WBE),shall be shown on the heading of this AGREEMENT.If D/M/WBE firms are utilized,the amounts authorized to each firm and their certification number will be shown on Exhibit"B"attached hereto and by this reference made a part of this AGREEMENT.If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function(CUF)regulation outlined in the AGENCY'S"DBE Program Participation Plan".The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports,PS&E materials,and other data furnished to the CONSULTANT by the AGENCY shall be returned.All electronic files,prepared by the CONSULTANT,must meet the requirements as outlined in Exhibit"C." All designs,drawings,specifications,documents,and other work products,including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY.Reuse by the AGENCY or by others,acting through or on behalf of the AGENCY of any such instruments of service,not occurring as a part of this PROJECT,shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT,but may be extended by the AGENCY in the event of a delay attributable to the AGENCY,or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit"D"attached hereto,and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor,materials,supplies, equipment,and incidentals necessary to complete the work.The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT.The need for a post audit will be determined by the State Auditor,WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit"G"attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit"G." The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor,overhead,direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V.All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment,the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY.No permission for sub-contracting shall create,between the AGENCY and sub-contractor,any contract or any other relationship.A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person,other than a bona fide employee working solely for the CONSULTANT,to solicit or secure this contract,and that it has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the CONSULTANT,any fee, commission,percentage,brokerage fee,gift,or any other consideration,contingent upon or resulting from the award or making of this contract.For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or,in its discretion,to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee,commission,percentage,brokerage fee,gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT,shall be considered employees of the CONSULTANT only and not of the AGENCY,and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged,and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein,shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage,on a full-or part-time basis,or other basis,during the period of the contract,any professional or technical personnel who are,or have been,at any time during the period of the contract,in the employ of the United States Department of Transportation,or the STATE,or the AGENCY,except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract,the CONSULTANT,for itself,its assignees,and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et.seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"H" attached hereto and by this reference made part of this AGREEMENT,and shall include the attached Exhibit"H"in every sub-contract,including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten(10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT,a final payment shall be made to the CONSULTANT as shown in Exhibit"I"for the type of AGREEMENT used. No payment shall be made for any work completed after ten(10)days following receipt by the CONSULTANT of the Notice to Terminate.If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event,the amount to be paid shall be determined by the AGENCY with consideration given 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 it's employee's default or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY.In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member,partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT,or dissolution of the partnership,termination of the corporation,or disaffiliation of the principally involved employee,the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT,if requested to do so by the AGENCY.This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY,if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph,should the surviving members of the CONSULTANT,with the AGENCY'S concurrence,desire to terminate this AGREEMENT,payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT,or for failure of the CONSULTANT to perform work required of it by the AGENCY.Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein,when required to do so by the AGENCY,without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised,the CONSULTANT shall make such revisions as directed by the AGENCY.This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided, however,that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to de novo judicial review.If the parties to this AGREEMENT mutually agree,disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J",and disputes concerning claims will be conducted under the procedures found in Exhibit"K". XII Venue,Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT,the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington,situated in the county in which the AGENCY is located.The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington.The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington,situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal,State,and local laws and ordinances applicable to the work to be done under this AGREEMENT.This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims,demands,or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT;provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims,demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents,officers and employees;and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT'S agents or employees,and(b)the AGENCY or the STATE,their agents,officers and employees,this indemnity provision with respect to(1)claims or suits based upon such negligence (2)the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws,including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers.The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. Unless otherwise specified in the AGREEMENT,the AGENCY shall be responsible for administration of construction contracts,if any,on the PROJECT. Subject to the processing of a new sole source,or an acceptable supplemental agreement,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration.By providing such assistance,the CONSULTANT shall assume no responsibility for:proper construction techniques,job site safety,or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT,or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A.Worker's compensation and employer's liability insurance as required by the STATE. B.Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars($2,000,000)for bodily injury,including death and property damage.The per occurrence amount shall not exceed one million dollars($1,000,000). C.Vehicle liability insurance for any automobile used in an amount not less than a one million dollar($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT,the AGENCY will be named on all policies as an additional insured.The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT.The AGENCY reserves the right to require complete,certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14)days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty(30)days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million($1,000,000)dollars,whichever is the greater,unless modified by Exhibit"L".In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section.This remedy is not exclusive;and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. XIV Extra Work A.The AGENCY may at any time,by written order,make changes within the general scope of the AGREEMENT in the services to be performed. B.If any such change causes an increase or decrease in the estimated cost of,or the time required for,performance of any part of the work under this AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and conditions of the AGREEMENT,the AGENCY shall make an equitable adjustment in the(1)maximum amount payable;(2)delivery or completion schedule,or both;and(3)other affected terms and shall modify the AGREEMENT accordingly. C.The CONSULTANT must submit any"request for equitable adjustment",hereafter referred to as"CLAIM",under this clause within thirty(30)days from the date of receipt of the written order.However,if the AGENCY decides that the facts justify it,the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the Disputes clause.However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs(A)and(B)above,the maximum amount payable for this AGREEMENT,shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans,estimates,or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XViI Certification of the Consultant and the Agency Attached hereto as Exhibit"M-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit "M-2"Certification Regarding Debarment,Suspension and Other Responsibility Matters-Primary Covered Transactions,Exhibit"M-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"M-4"Certificate of Current Cost or Pricing Data.Exhibit"M-3"is required only in AGREEMENTS over $100,000 and Exhibit"M-4"is required only in AGREEMENTS over$500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants,stipulations,and provisions agreed upon by the parties.No agent,or representative of either party has authority to make,and the parties shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein.No changes,amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect.The CONSULTANT does hereby ratify and adopt all statements,representations, warranties,covenants,and agreements contained in the proposal,and the supporting material submitted by the CONSULTANT,and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one(1) of this AGREEMENT. By \ — By z to ooke, Mayor Consultant WHPacific, Inc. Age city Kent DOT Form 140-089 EF Revised 6/05 Page 8 of 8 ACORD. CERTIFICATE OF LIABILITY INSURANCE (MMIDDIYYI 5/08/08 PRODUCER 206-701-5000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Wells Fargo Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License # 0531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 91143 _ Seattle, WA 98 1 1 1-9243 INSURERS AFFORDING COVERAGE VE 1 3 INSURED WHPacific, Inc. INSURER A Evanston Insurance Company r „-_� NAN 18280 0 �) � . INSURER B National Union Fire Ins Co. 300 West 31 st Avenue IN C CI� �P. SURER D ACE American Insurance Co. Anchorage, AK 99503 p,=Fw'zafi -.. a g `-x `°`'`^"' a' L, I f URER E Lexington Insurance Com an COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS L R AT M/DD Y DATE IMMIDDIYYI A GENERAL LIABILITY 08PKGO1067 5/01/08 5/01/09 EACH OCCURRENCE S 1000000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ 50000 FCLAIMS MADE O OCCUR MED EXP(Any one person) $ 5000 STOP GAP PERSONAL&ADV INJURY $ 1000000 GENERAL AGGREGATE $ 2000000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2000000 POLICY X JRCT X LOC B AUTOMOBILE LIABILITY AL4576235 5/01/08 5/01/09 COMBINED SINGLE LIMIT X ANY Auro (Ea accident) $ 1000000 ALL OWNED AUTOS BODILY INJURY $ X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY P NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGO $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ S DEDUCTIBLE $ RETENTION $ $ WC STATU- OTH- D WORKERS COMPENSATION AND WLRC44467215 I 5/01/08 5/01/09 X TO LInnITS ER EMPLOYERSr LIABILITY E L EACH ACCIDENT $ 1000000 E L DISEASE-EA EMPLOYEE $ 1000000 E L DISEASE-POLICY LIMIT $ 1000000 E OTHER 7876059 5101/08 5/01/09 PROFESSIONAL $10,000,000 PER CLAIM/AGG LIABILITY 1$250 000 SIR PER CLAIM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE. S 228TH BNSF GRADE SEPARATION PROJECT, CONTRACT NUMBER LA 5632. CITY OF KENT IS ADDITIONAL INSURED UNDER GENERAL LIABILITY AND AUTO LIABILITY AS RESPECTS THEIR INTERESTS IN THE INSURED OPERATIONS OF THE NAMED INSURED PER THE ATTACHED ENDORSEMENTS. DJT CERTIFICATE HOLDER ADDITIONAL INSURED, INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Kent DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Attn: Nancy Yoshitake NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 400 West Gowe IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Kent, WA 98032 R ESEN TIY AUTH IZ REP EN TIV kj ACORD 25-S (7197) 1 1-38 ®ACORD CORPORATION 198E IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (7/97) POLICY NUMBER: 08PKG01067 ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: AS PER WRITTEN CONTRACT (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section 11)is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" for that insured by or for you. "Insureds are advised that certificates of insurance should be used only to provide evidence of insurance in lieu of an actual copy of the applicable insurance policy. Certificates should not be used to amend,expand,or otherwise alter the terms of the actual policy." ALI,OTHER TERMS r:ND CONDITIONS RENTA.IN THE SAME. IE-0036-0404 I of I F1eetCoveie Endorsement- CA 70 18 10 01 Policy Amendment(s) Commercial Business Auto Coverage Form - Truckers Coverage Form A. Broadened Named Insured as an insured under any other automobile li- SECTION IT - LIABILITY COVERAGE, A. ability insurance policy whose limits of insur- Coverage, 1.Who Is An Insured, the following is ance have been exhausted or whose insurer added: has become insolvent. Any organization you own on the inception of this B. Broadened Who Is An Insured policy, or newly acquire or form during the policy period, and over which you maintain during the 1. Form CA0001 SECTION II - LIABILITY COVERAGE,attached to this policy, policy period, majority ownership or majority in- terest will qualify as a Named Insured if: 1. Who Is An Insured, item b.(2) is deleted, and d. is added as follows: (1) There is no other similar insurance available to that organization; and d. Your employee while using his owned auto, or an auto owned by a member of (2) The first Named Insured shown in the Dec- his or her household, in your business larations of this policy has the responsibility or your personal affairs,provided you do of placing insurance for that organization; and not own, hire or borrow that auto. (3) The organization is incorporated or organized 2. Form CA0012 (if attached to this policy), under the laws of the United States of Amer- SECTION II - LIABILITY COVERAGE, ica. 1. Who Is An Insured, item b.(2) is deleted, However: and f.is added as follows: (a) Coverage under this provision is afforded only f. Your employee or agent while using his until the next occurring 12 month anniversary owned private passenger type auto, or a of the beginning of the policy period shown private passenger type auto owned by a in the Declarations, or the end of the policy member of his or her household, in your period, whichever is earlier,and business or personal affairs,provided you (b) Coverage under this provision does not apply do not own, hire,or borrow that auto. to bodily injury or property damage that re- C. Additional Insured Coverage and Waiver of sults from an accident that occurred before Subrogation you acquired or formed the organization; and Form CA0001 (if attached to this policy), (c) No person or organization is an insured with 1. SECTION II - LIABILITY COVERAGE, respect to any current or past partnership, or joint venture that is not shown as a Named 1. Who Is An Insured, the following is added Insured in the Declarations; and as item e.; and form CA0012 (if attached to this policy), SECTION lI - LIABILITY (d) Coverage under A.(1), (2)and (3) above does COVERAGE, 1. Who Is An Insured; the not apply to any organization that is covered following is added as item g.: This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman Is Fund Insurance Companies as named in the policy Se etary president CA7019 10-0Is Page I of 6 Any person or organization with respect to Medical Payments Coverage, the Medical Pay- the operation, maintenance, or use, of a cov- ments Limit of Insurance for those autos is revised ered auto,provided that you and such person to the greater of: or organization have agreed under an ex- pressed provision in a written insured contract 1. $5,000;or or written agreement, or a written permit is- sued to you by a governmental or public au- thority, to add such person, organization, or E. Hired Auto Physical Damage Coverage governmental or public authority to this pol- icy as an insured If PHYSICAL DAMAGE COVERAGE is pro- vided by this policy on your owned covered However, such person or organization is an autos, the following applies: insured: (1) Only with respect to the operation, Any auto that you lease, hire, rent or borrow without a driver,will be covered under this policy maintenance, or use, of a covered auto; for PHYSICAL DAMAGE COVERAGE. and However any such auto: (2) Only for bodily injury or property dam- 1. Will be covered only for the same PHYS- age caused by an accident which takes ICAL DAMAGE COVERAGE that applies place after: to your owned covered autos; (a) You executed the insured contract 2. Will be subject to the same applicable or written agreement; or deductible shown in the Declarations that (b) The permit has been issued to you. applies to your most similar owned covered auto, except any Comprehensive Coverage 2. Form CA0001 (if attached to this policy), deductible does not apply to loss caused by SECTION IV - BUSINESS AUTO CON- fire or lightning; and DITIONS, A. Loss Conditions, item 5.; and form CA0012 (if attached to this policy), 3. The most we will pay for any one loss in any SECTION V - TRUCKERS CONDI- one accident is the lesser of the following: TIONS, A. Loss Conditions, item 5.;the fol- lowing is added: a. Actual Cash Value of the damaged or stolen property as of the time of the loss Waiver of Subrogation as determined by us; or If required by a: b. The cost of repairing or replacing the damaged or stolen property with other a. Written insured contract or written property of like kind and quality. agreement executed prior to the accident; or In addition, we will pay costs and fees associated with such covered loss only for a maximum time b. Written permit issued to you by a gov- period of seven days beginning with the date of emmental or public authority prior to the loss, subject to a maximum of$500. accident; However: we waive any right of recovery we may have against any person or organization named in 1. If form CA0001 is attached to this policy,this such contract, agreement or permit, because coverage does not apply to autos you lease, of payments we make for injury or damage hire, rent or borrow from any of your arising out of a covered auto. employees,partners (if you are a partnership), members (if you are a limited liability com- D. Auto Medical Payments -Increased Limit pany) or members of their households; and For each covered auto described in the Declara- 2. If form CA0012 is attached to this policy,this tions or shown in the Schedule as having Auto coverage does not apply to any private CA7018 10-OIS Page 2 of 6 passenger type auto you lease, hire, rent or tapes, records, discs or other similar audio, borrow from any member of your household, visual or data electronic devices: any of your employees, partners (if you are a partnership), members (if you are a limited 1. Are your property, or that of a family liability company), or agents or members of member; and their households. 2. Are in a covered auto at the time of a F. Communication Equipment Coverage loss. 1. Form CA0001 (if attached to this policy), B. The most we will pay for loss is$250. SECTION III - PHYSICAL DAMAGE C. PHYSICAL DAMAGE COVERAGE pro- COVERAGE, B. Exclusions, item 4., the following is added: visions apply to this coverage, except that no deductible applies. Exclusions 4.c.and 4.d. do not apply to elec- tronic equipment that is permanently installed H. Airbag Coverage in the covered auto at the time of the loss or 1. Form CA0001 (if attached to this policy), such equipment which is removable from a SECTION III - PHYSICAL DAMAGE housing unit which is permanently installed COVERAGE, B. Exclusions, 3.a., the fol- in the covered auto at the time of the loss,and lowing is added: such equipment is designed to be solely oper- ated by use of power from the auto's electrical However, "mechanical breakdown" does not system in or upon the covered auto. This mean the unintended discharge of an airbag, coverage also applies to antennas and other provided that any loss covered under this accessories necessary for the use of the elec- provision is excess over any other collectable tronic equipment. However, the most we will insurance or warranty designed to cover such pay for loss is $1,500 and no deductible ap- unintended discharge. plies to this coverage. 2. Form CA0012 (if attached to this policy), 2. Form CA0012 (if attached to this policy), SECTION IV - PHYSICAL DAMAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., the fol- COVERAGE, B. Exclusions, Item 2., the lowing is added: following is added: However, "mechanical breakdown" does not Exclusions 4.e. and 41do not apply to elec- mean the unintended discharge of an airbag, tronic equipment that is permanently installed provided that any loss covered under this in the covered auto at the time of the loss or provision is excess over any other collectable such equipment which is removable from a insurance or warranty designed to cover such housing unit which is permanently installed unintended discharge. in the covered auto at the time of the loss,and such equipment is designed to be solely oper- ated by use of power from the auto's electrical Form CA0001 (if attached to this policy), SEC- system in or upon the covered auto. This TION III - PHYSICAL DAMAGE COVER- coverage also applies to antennas and other AGE, A. Coverage, 4. Coverage Extensions; and accessories necessary for the use of the elec- form CA0012 if attached to this SEC- tronic equipment. However, the most we will - ( policy), SEC- TTON N PHYSICAL DAMAGE COVER- pay for loss is $1,500 and no deductible ap- AGE, A. Coverage, 4. Coverage Extensions; item plies to this coverage. c. is added as follows: G. Tapes and Compact Discs Coverage c. Rental Reimbursement or Transportation A. Under Comprehensive Coverage, we will pay Expenses for loss to tapes, records,discs or other similar If loss occurs to a covered auto described or devices used with audio, visual or data elec- designated in the Declarations or Schedule tronic equipment. We will pay only if the and covered for PHYSICAL DAMAGE CA7018 10-OIS Page 3 of 6 COVERAGE, we will pay for rental expenses 2. Extended Towing for the rental of a similar replacement auto and additional transportation expenses, in- We will pay up to $750 per disablement curred by you. This payment applies in ad- for towing and labor costs you incur each dition to the otherwise applicable amount of time your covered auto is disabled. each coverage you have on the covered auto. However: No deductible applies to this coverage. However: a. All labor must be performed at the place of disablement; and (1) We will pay only for those expenses in- curred by you that begin 24 hours after b. If the covered auto is of the private the covered loss. passenger type no deductible applies; and (2) We vrll cease paying for those expenses, regardless of the policy's expiration date, c. If the covered auto is not of the pri- at the earlier of the following dates: vate passenger type our obligation to pay will be reduced by a $250 (a) The number of days reasonably re- deductible per disablement. quired to repair or replace the cov- ered auto. If loss is caused by theft, 2. Form CA0012 (if attached to this policy), this number of days is added to the SECTION IV - PHYSICAL DAMAGE number of days it takes to locate and COVERAGE, A. Coverage, 2. Towing -Pri- return the covered auto to you; or vate Passenger Autos, is replaced by the fol- lowing: (b) 45 days from the date this coverage 2. Extended Towing begins. (3) Our payment is limited to the lesser of We will pay up to $750 per disablement the following amounts: for towing'and labor costs you incur each time your covered auto is disabled. (a) Necessary and actual expenses in- However: curred by you; or a. All labor must be performed at the (b) $1,500. place of disablement; and (4) This coverage does not apply while there b. If the covered auto is of the private are spare or reserve autos available to you passenger type no deductible applies; for your operations. and (5) If loss results from the total theft of a c. If the covered auto is not of the covered private passenger type auto (if private passenger type our obligation CA0012 is attached to this or a to pay will be reduced by a $250 policy), << covered private passenger auto (if deductible per disablement.K. Cancellation - Days Notice ,, le" 11 CA0001 is attached to this policy), we K 120 D � i � will pay under this coverage only that amount of your covered rental expenses If we cancel this policy for any reason other than or additional transportation expenses nonpayment of premium, we will mail or deliver which are not already provided for under to the first Named Insured at the last mailing ad- the PHYSICAL DAMAGE COVER- dress known to us, written notice of cancellation AGE Extensions. at least 120 days prior to the effective date of can- cellation. J. Extended Towing Coverage L 1. Form CA0001 (if attached to this policy), L. Supplementary Payments -Increased Limits SECTION III - PHYSICAL DAMAGE SECTION II - LIABILITY COVERAGE, 2. COVERAGE, A. Coverage,2.Towing, is re- Coverage Extensions, a.Supplementary Payments, placed by the following: items (2)and (4)are replaced by the following: CA7018 to-OIS Page 4 of 6 (2) Up to $2,500 for the cost of bail bonds (in- (if attached to this policy), SECTION V - cluding bonds for related traffic law vio- TRUCKERS CONDITIONS, B. General Condi- lations) required because of an accident we lions, item 2.; the following is added: cover.We do not have to furnish these bonds. However, if you unintentionally fail to disclose any (4) All reasonable expenses incurred by the hazards existing at the inception date of this policy, insured at our request, including substantiated we will not deny coverage under this Coverage loss of earnings up to $500 a day, because of Form because of such failure. However, this pro- time off from work vision does not affect our right to collect additional premium or exercise our right of cancellation or M. Duties in The Event of Accident, Claim, Suit Or non-renewal. Loss-Amended Form CA0001 (if attached to this policy) SEC- O. Fellow Employee Coverage TION IV - BUSINESS AUTO CONDITIONS, Section II - Liability Coverage, B. Exclusions, 5. A. Loss Conditions, item 2. a.; and form CA0012 Fellow Employee, the following is added: (if attached to this policy) SECTION V - TRUCKERS CONDITIONS, A. Loss Condi- However, this exclusion does not apply if the tions, item 2. a.; is replaced by the following: bodily injury results from the use of a covered auto you own or hire, and provided that any a. In the event of accident, claim, suit or loss, coverage under this provision only applies in ex- you must promptly notify us or our cess over any other collectable insurance. authorized representative when it becomes known to: P. Limited Mexico Coverage (1) You, if you are an individual; WARNING (2) Your partner or member, if you are a AUTO ACCIDENTS IN MEXICO ARE SUB- partnership or joint venture; JECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES (3) Your member, if you are a limited liabil- OF AMERICA. THE REPUBLIC OF MEX- ity company; ICO CONSIDERS ANY AUTO ACCIDENT A (4) Your executive officer if you are an or- CRIMINAL OFFENSE AS WELL AS A CIVILMATTER. ganization other than a partnership, joint venture or limited liability company; or IN SOME CASES THE COVERAGE PRO- (5) Your authorized representative or insur- VIDED HERE MAY NOT BE RECOGNIZED ance manager. BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLE- Knowledge of an accident, claim, suit or loss by MENT THIS COVERAGE AT ALL IN other persons does not imply that the persons MEXICO. YOU SHOULD CONSIDER PUR- listed above have such knowledge. CHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COM- Notice should include: PANY BEFORE DRIVING IN MEXICO. (1) How, when and where the accident or loss THIS ENDORSEMENT DOES NOT APPLY occurred; and TO ACCIDENTS OR LOSSES WHICH OC- (2) The insured's name and address;and CUR OUTSIDE OF 25 MILES FROM THE BOUNDARY OF THE UNTIED STATES OF (3) To the extent possible, the names and address AMERICA. of any injured persons and witnesses. Form CA0001 (if attached to this policy), SEC- N. Unintentional Failure to Disclose Hazards TION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, item 7.; and form CA0012 Form CA0001 (if attached to this policy), SEC- (if attached to this policy), SECTION V - TION IV - BUSINESS AUTO CONDITIONS, TRUCKERS CONDITIONS, B. General Condi- B. General Conditions, item 2.;and form CA0012 tions, item 7.;the following is added: CA7018 10-01S Page 5 of 6 The coverage territory is extended to include S. Customer Lease or Loan Physical Damage Cover- Mexico, but only: age Extension a. For accidents or losses occurring within 25 Form CA0001 (if attached to this policy), SEC- miles of the United States border; and TION III - PHYSICAL DAMAGE COVER- AGE, C. Limit Of Insurance; and form CA0012 b. For trips into Mexico of 10 days or less;and (if attached to this policy), SECTION IV-PHY- c. If the covered auto is principally garaged and SICAL DAMAGE COVERAGE, C. Limits Of principally used in the United States; and Insurance; item 4. is added as follows: d. If the insured is a resident of the United 4. If your covered owned auto is: States. (1) Shown in the Schedule and designated If a loss to a covered auto occurs,in Mexico, we as covered for Physical Damage Cover- pay for such loss in the United States. If the cov- age; and ered auto must be repaired in Mexico in order to be driven,we will not pay for more than the actual (2) Shown in this policy as having a loss payee or additional-insured-lessor, and cash value of such loss as determined by us at the nearest United States point where the repairs can (3) Incurs a covered total loss; be made. we will pay the greater of: Any insurance provided under this provision will be excess over any other collectible insurance. (a) The actual cash value, as determined by us, of the damaged or stolen property as Q. Extended Glass Coverage of the time of the total loss; or Form CA0001 (if attached to this policy), SEC- (b) The outstanding indebtedness under the TION III - PHYSICAL DAMAGE COVER- initial finance agreement for the covered AGE, A. Coverage, item 3.a.; and form CA0012 auto and its equipment. (if attached to this policy), SECTION IV -PHY- SICAL DAMAGE COVERAGE, A. Coverage, As used here, outstanding indebtedness means item 3.a.; is replaced by the following: the amount you owe on the finance agree- ment at the time of total loss: a. Glass breakage. If glass must be replaced,the deductible will be $100 or the deductible (i) Less any amounts representing taxes, shown in the Declarations, whichever is less. overdue payments, penalties, interest, or If glass can be repaired and is actually repaired charges resulting from overdue payments, rather than replaced, the deductible will be additional mileage, excess wear and tear, waived. You have the option of having the or lease termination fees;and glass repaired rather than replaced (ii) Less any administrative costs or overhead R. Broadened Definition of Bodily Injury fees assessed by the finance company Form CA0001 (if attached to this policy), SEC- who has leased the covered auto to you; TION V - DEFINITIONS, item C.; and Form and CA0012 (if attached to this policy), SECTION VI (iii) Less security deposits not returned by the - DEFINITIONS, item C.; is replaced by the fol- lessor,and lowing: C (iv) Less costs for extended warranties, Credit C. Bodily Injury means bodily injury, sickness Life Insurance, Health, Accident or Dis- or disease sustained by a person including ability Insurance purchased with the loan death or mental anguish resulting from any or lease;and of these at any time. Mental anguish means any type of mental or emotional illness or di- (v) Less carry-over balances from previous sease. loans or leases. CA7018 10-ois Page 6 of 6 Exhibit A-1 Scope of Work Project No. LA 5632 Smattached Documents To Be Furnished By The Consultant DOT Form 140-089 EF Exhibit A-1 Revised 6/05 A- 1 SCOPE OF SERVICES Construction Management Services South 228r" Street Grade Separation at BNSF Railway Consultant will provide professional Construction Management Services (CM Services)for the City of Kent (City). These services will include consultation, contract administration, field observation, documentation, and reporting as required during the construction of the City's project. All services will be provided in accordance with Washington State Department of Transportation's Local Agency Guidelines and Construction Manuals. 100—PROJECT MANAGEMENT Task 101 —Administration of the CM Agreement Provide overall project management, project oversight, coordination with the City, monthly progress reports, and invoicing. This effort specifically includes the following: a) Develop and follow reporting and invoicing procedures specific for CM Services for this project, and review and adjust procedures as may be requested by City. Prepare monthly report that will provide a construction status to the City and other involved parties. The monthly report shall contain, at a minimum, the following: 1. Status of contractor's schedule and what the contractor is doing to maintain or catch up if the schedule has slipped.While the focus will be on critical path items, other items that might become critical will be discussed in the report. 2. Cash flow projections for both the contractor and construction management team. 3. Potential issues, pending change orders and executed change orders. 4. Photographs to show construction activities and for clarity on special issues. 5. Other information deemed necessary for the City to have a concise understanding of the project. b) Scope and prepare subconsultant agreements, and monitor level of resources and other consultants, advising City of adjustments necessary to perform the services. c) Review Consultant's monthly expenditures, and prepare and submit invoices and monthly nrnnrecc report outlining —,-;0,f`Rn a:..:a•..., a_ n•a _ ,. .. ..y . uJ vIvl aCuvnica w %,nV. d) Perform reviews of inspection team operations and documentation for compliance. e) Develop a procedures manual that is tailored to the project, City and federal requirements. 200 — PRECONSTRUCTION SERVICES Task 201 —Review of Plans, Specs and Estimate Perform plan review including the following tasks: a) Conduct a brief site visit to acquaint Consultant project team with the site. b) Review bid documents to familiarize team with the project and to gather information for building documentation and tracking systems. Task 202—Preparation for Construction Prior to preconstruction, the Consultant shall: a) Develop the Pay Item Ledger, Master Submittal List, prototype of monthly report, and other reports and documentation in accordance with the LAG Manual. b) Customize project and document control procedures as needed or directed by the City. I❑!, .n ,Jhl ,_r,-,, .ap WIo- t-d,s�0LP AA51WH cr_c.,o226dor,dorR-IC.tyol KanfXJOOOOOVSoufh22&h StreeAWH scope228doc doc I of 5 Task 203—Preconstruction Services a) Prepare the communication plan. b) Attend the project startup meeting with the City staff to establish clear and good communication methods during construction. c) Consultant will walk the project to record existing conditions. Project conditions will be logged, videotaped, and still photographs will be taken. d) Organize and lead the preconstruction conference, including preparing and distribute notices, prepare the agenda, conduct the meeting and prepare and distribute meeting notes to attendees and affected agencies. 300—CONSTRUCTION PHASE SERVICES Task 301 —Construction Services—Contract Administration a) Act as Owner's Representative with the City, contractor, designer(s), appropriate agencies, property owners, and utilities. b) Maintain orderly files at the project site and on-line: a copy of the contract documents, project approvals, materials compliance, shop drawings or submittals, RFls, correspondence, public contact log, case log and other project related documents. c) Review the contractor's proposed CPM schedule for constructability and contract compliance. Monitor the contractor's conformance to schedule and request updates outlined in contract and as necessary.Advise City of requested schedule changes. Coordinate with contractor to facilitate schedule and coordinate third party utility work schedules for compatibility. Consultant will review contractor's schedule against allowable working days, indicating key utility coordination dates, procurement periods for fabricated items, and intermediate milestones d) Lead weekly progress meetings with the Contractor, including preparing City pre-briefing, meeting agenda, meeting notes, task assignments, and distributing copies of meeting notes to attendees. Track outstanding issues on a weekly basis. e) Shop Drawings/Submittal Review. Review or cause to be reviewed shop drawings, samples, traffic control plans,test reports, and other data submitted by the Contractor for general conformance to the contract documents. Such review is not intended as an approval of the submittals if they deviate from the contract documents or contain errors, omissions and Inrnncictcnrinc nnr is it intcnriintl to rclic.we the (`nntru�+nr of thoir fi ell recnnncih thegy .p . ) Contract performance, nor is the review intended to ensure or guarantee lack of inconsistencies, errors, and/or omissions between the submittals and the contract requirements. Consultant will track and submit submittal logs at each coordination meeting. Follow up on all submittals that are nearing the end of the review period. Question contractor regarding re-submittals that either have been rejected or require additional information before the submittal may be approved for inclusion in the work. The following steps will be followed in reviewing the contractor's submittals: 1. Log submittals by bid item and specification number. 2. Ensure the contractor has provided a complete submittal, it has been coordinated with other trades and all deviations have been noted. Submittal is returned to the contractor if it is not complete. 3. Construction Manager continues review for general compliance with the specification. 4. Submittal is forwarded to designer for formal review and acceptance. 5. Track the submittals to verify timely response. Submittals held longer than 14 working days by the designer will be followed up with a telephone call to the designer. 6. Submittals are returned and the submittal status is logged into Contract Manager. 7. Submittals are returned to the contractor for use in work. C D<<nnrenl�and S, lm( lnlemet Fdes�OLKA4B VH seope22A,f c-H—R-AGdy 2 of 5 8. Inform contractor if a resubmittal is required. f) Respond to requests for information (RFIs). Provide technical interpretations of the drawings, specifications, and contract documents, evaluate requested deviations from the approved design or specifications, or forward to appropriate party for interpretation and/or evaluation. g) Change management. Consultant will evaluate entitlement, and prepare scope, impact, and independent estimate for change proposals. Facilitate resolution of change orders and document same. h) Monthly Pay Requests. Prepare monthly requests on behalf of the City for contractor payment. i) Evaluate Contractors' Schedule of Values for lump sum Items. Review the contract price allocations and verify that such allocations are made in accordance with the requirements of the contract documents. j) Assist the City in preparation of applications for permits which are deemed necessary for construction and which were not obtained during the design phase of the project. k) Assist the City in the documentation and investigation of malfunctions, failures, or accidents during construction. 1) If requested, assist the City with media communications of project status. The Consultant will assist with City provided media releases and traffic advisory updates with City and other public outreach staff assigned to the project. m) Maintain a set of drawings with changes observed by the inspector, and use to check against the Contractor-prepared record drawings. n) Establish and maintain document retention and tracking system, compatible with City requirements. Log in and out, and maintain files on, RFI's, submittals, correspondence, meeting notes, and project documents. Consultant will use a Primavera web-based contract manager with a file index for tracking all documents. o) Obtain FHWA 1391 from contractor each August and prepare and submit 1392 to Local Programs. p) Receive and review certified payrolls from the contractor and each of its subcontractors. Check for the Statements of Compliance. Spot-check wages of each classification of laborer or craftsperson. Notify contractor and City of all discrepancies and/or errors and request a corrected certified payroll. n) (-nnci dtant Will nrnviria a final nrniart rannrf that rnnfnntc tha fnllnwinn- • Names of all organizations involved with the projects. • Chronological history of the construction effort, to include all significant dates. • Contract amounts at bid time with all other bids in tabular form. • Change order history, to include summary statement about each change and negotiated cost of each change. • Summary of requests for information. • Summary of outstanding claims not resolved when the Notice of Completion is filed. • Summary of final contract amount. • "Lessons learned" r) Compile and convey final project records, transferring to the City for archiving at final acceptance of the project. Task 302—Construction Services—Field a) Provide the services of one full-time inspector, one full time resident engineer and supplemental assistants as needed, on the project site to observe technical conduct of the construction, including providing day-to-day contact with the Contractor, City,third party utilities, and to monitor for adherence to the contract documents. C J., uro nR,ind S nnc, Ypgrn­Ilr'Luiil SelNrs'Tcnguuaiy 6yenrrf RleslOLkAA81WH scope228do�docP lCgyot Ka-WW09©OBLSoWh-228th SheelIlNM-scope228dor.doa 3 of 5 b) Observe and document the placement of materials. Measure the quantities of materials installed. c) Prepare daily construction reports, recording the construction contractors' operations; prepare documentation of completed work, and other items. d) Decide and record questions which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the Contractor. e) Respond to related questions from adjacent property owners and the general public. f) Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. g) Prepare field records and documents to help assure the project is administered in accordance with funding agency requirements. h) Provide pre-construction and then periodic photographs during the course of construction. Photographs to be labeled with date taken and subject matter. i) Upon substantial completion of work, coordinate with the City and [other] affected agencies, to perform a project inspection and develop a 'punch list' of items to be completed. j) Prepare Certificate of Substantial Completion for signature by the City. k) Coordinate materials tests, laboratory tests, equipment inspections, surveys and tests during the work. Coordinate the work of the resident inspector(s) and testing laboratories in the observation and testing of materials used in the construction; document and evaluate results of testing; and address deficiencies. 400— DELIVERABLES a) Communication Plan b) Construction Management Plan c) Preconstruction Conference Agenda d) Preconstruction and construction photos e) Daily Reports f) progress meeting notes g) Monthly construction progress reports h) Pranara rnntrartnr nav Pctimatac fnr cinnatttra and nrnraeginn by the City i) Testing and lab reports when necessary, j) Red-lined "as-built"construction plans, k) Final records and close-out documentation 1) Cash flow projections m) Project photographs and video n) Change orders with all backup documentation 500—ASSUMPTIONS a) Budget 1. Staffing levels are anticipated in accordance with the attached budget estimates (Exhibit A) and anticipate: i. One full-time field with vehicle and cell phones. ii. One resident engineer, with vehicle and cell phone. iii. One construction project manager supporting the project C Dnoi &WH sro1je22Rdor docP ACit"fKe944 000"Soi#j-22281!v-StreeRWH seope22f10o dOc 4 of 5 iv. One contract administrator supporting the project full time v. Assumed overtime, and wrap up time is included 2. The hourly rates in the budget are based on work being performed thru 2009. b) City to provide the following items and services: 1 Field office, furniture, office telephones, fax and copy machines and supplies, other office equipment and all necessary utilities as needed. 2. Owner or Owner's designee will review shop drawing, RFI's, design changes, and final record drawings. 3. Coordination with and enforcement of utility franchise agreements and/or contracts and schedules for services related to this Project. 4. Construction survey Provide survey and staking that is not already assigned to the construction contractor. Specifically: project control, one time; and construction staking. 5. If necessary, geotechnical and/or environmental support for unsuitable and/or contaminated soils. 600—SUBCONSULTANTS Consultant will have the following sub consultants: • Harris and Associates for performing construction management and inspection • Geo Engineers for inspection of stone columns and shafts • Jason engineering for material testing • Systems consulting for schedule review 700 —SCHEDULE It is anticipated the contract will run for 20 months starting May 1, 2008. The contract has 320 working days. Whp budget based on 320 working days 800—ADDITIONAL SERVICES The services described under this task, and any other additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in the form of a Supplement to this Agreement, specifying the work to be performed, and basis of payment. C D, unu nl,and Soft 1 1plem iellrLo,al S,16 (?S1Temgoraiy lnlenel RIesIOLKAA&WH scol)e228doc docP-lGdy W KeWWOOO BISouth�228fh S7ree41WH scope22&kx;doc 5 of 5 .dW Washington State Disadvantaged Business Department of Transportation Enterprise Utilization Certification (Optional - Use only when DBE Consultant is Utilized) To be eligible for award of this contract the bidder must fill out and submit,as part of its bid proposal,the following Disadvantaged Business Enterprise Utilization Certification relating to Disadvantaged Business Enterprise(DBE) requirements The Contracting Agency shall consider as non-responsive and shall reject any bid proposal that does not contain a DBE Certification which properly demonstrates that the bidder will meet the DBE participation requirements in one of the manners provided for in the proposed contract. If the bidder is relying on the good faith effort method to meet the DBE assigned contract goal,documentation in addition to the certificate must be submitted with the bid proposal as support for such efforts.The successful bidder's DBE Certification shall be deemed a part of the resulting contract. Information on certi ied firms is available fro OMWBE,telephone 360-753-9693. certifies that the Disadvantaged Business Enterprise Name of Bidder (DBE)Firms listed below have been contacted regarding participation on this project. If this bidder is successful on this project and is awarded the contract, it shall assure that subcontracts or supply agreements are executed with those firms where an"Amount to be Applied Towards Goal"is listed. (If necessary, use additional sheet.) Project Role * Amount to** Name of DBE (Prime,Joint Venture, Certificate Number Subcontractor, Description of Work be Applied Manufacturer,Regular Towards Goal / Dealer,Service Provider) 1 S S ft-•5 ed�+su 40 J.La. 12r.-wJ — — -- --- !� 2 3 4. 5. 6 7 8. 9. 10. *** Disadvantaged Business Enterprise Subcontracting Goal: O DBE Total$ Z y 1 7 S * Regular Dealer status must be approved prior to bid submittal by the Office of Equal Opportunity, Wash. State Dept.of Transportation,on each contract. ** See the section"Counting DBE Participation Toward Meeting the Goal"in the Contract Document *** The Contracting Agency will utilize this amount to determine whether or not the bidder has met the goal. In the event of an anthm< difference between this total and the sum of the individual amounts listed above,then the sum of the amounts listed shall prevail c the total will be revised accordingly. DOT Form 140-089 EF Exhibit B-1 (DOT Form 272-056 EF Revised 7/07 Revised 7/07) Exhibit C Electronic Exchange of Engineering and Other Data 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 limited to,the following: I. Surveying, Roadway Design&Plans Preparation Section A. Survey Data 7-j>S job 6xt 4 SCii fileS; TP-/twbJ&Job; B. Roadway Design Files TbS,rd 5 Ae road i 'les C. Computer Aided Drafting Files 4VC.'l 12007. D. Specify the Agency's Right to Review Product with the Consultant L`aP WKewr-� /esetve.V The o6k tv review pe000sMcleh4reles of "#) A- e. E. Specilfy the Electronic Deliverables to Be Provided to the Agency bige buky/o �oM/tG�9G w, , fles F.Specify What Agency Furnished Services and Information Is to Be Provided aaSe f -$`ARA)J, II. Any Other Electronic Files to Be Provided 4e*/ eQ{peol 4::;qPi�S III. Methods to Electronically Exchange Data A. Agency Software Suite 1&*Oar DA�/Ge B. Electronic Messaging System e—�Itoli�, FAX C. File Transfers Format e-A0/, AU, F-rP ,( lke � by DOT Form 140-089 EF Exhibit C Revised 6l05 Co cr=o�J hj,e.� e� ,3/2S1or Exhibit D-4 Payment (Provisional Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor,materials, supplies,equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done based upon the provisional hourly rates shown in Exhibit"E"and"F"attached hereto and by this reference made part of this AGREEMENT. The actual hourly rates will be determined by an audit of the CONSULTANT'S last completed fiscal year and/or their current projected fiscal year. The provisional and/or audited rates listed shall be applicable for the first twelve (12)month period and shall be subject to negotiation for the following twelve(12)month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12)month periods within ninety(90)days after completion of the previous period,the rates listed in this AGREEMENT,or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries,payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. In the event re-negotiation of the hourly rates is conducted, the AGENCY reserves the right to audit for any change in the overhead rate currently in use by the CONSULTANT and modify the hourly rates to be paid to the CONSULTANT subsequent to the re-negotiation accordingly. Any changes in the CONSULTANT'S fixed hourly rates may include salary or overhead adjustments. 2. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include,but are not limited to,the following items: travel, printing, long distance telephone, supplies, computer charges and sub-consultant costs. a. Subconsultant costs will include a Sub-Consultant Oversight mark-up of 4% as allowed in accordance with 48 CFR 31.2 Subconsultant costs including Oversight Markup must be itemized on the Subconsultant Fee Determination- Summary sheet attached as Exhibit G-1. b. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs(excluding air,train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air,train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205-46"Travel Costs." c. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. d. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. DOT Form 140-089 EF Exhibit D-4 Revised 8/07 c. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs,or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s)shall be in writing and shall not exceed the lesser of$100,000 or 10%of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished.Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work."4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit"E"including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees,the AGENCY may conduct employee interviews. These interviews may consist of recording the names,titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E,plans,maps,notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment,which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty(30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty(20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three(3)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with,or related to this contract is initiated before the expiration of the three(3)year period,the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. Exhibit E-2 Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule Discipline or Job Title Hourly Overhead Profit Rate Rate @ % @ % Per Hour See attached DOT Form 140-089 EF Exhibit E-2 Revised 6/05 ti rn w t o -tiro n N o� o 0 O N co c zNocoo 1.0 co In 40 � � Nw�ti allo ` 00 �,V � cn M OW. U a w w OA,cr cr►t- O :o,,_, e� �— ,m`'T J N ;n" OC Of t- O N N W 0 O O O w L Q r O tD O O l9 O 16 d w to w O a) o. u O Cs or� = MI0 00 = J Q Nok Fp r o m co Zv �w O- 1a- c 0 LLI 0 � co co co F N {n N Ln co N N . WLLI d � o = a� co in co oo co O � •O C 00 M CO ul Q d � EILfO hN N C , N CY Go C vj O O O z' N u. Al QQQN N z4 d 7 0 N $a 0 O °a C 3 E L O fn c ," tea F v Z p c C! CO Q u Z o 0 0 c y Y N F o o D 3 �, �; c a'C m y o w. N snca U � � 0 �LLI N ,^ lu CD N :E :Ej CF4 C3 cc O Q � � � CI � a0aJ � rwu I— . mom w cn LLJ N ,s Z N v 0 (n O o000 0I,lzM. V O Q Z r N N N N x m U U d J W = U Coo CID Q O O O c O U 0 0 0 0 0 O o N E a) ' C o n � to(n = 5 - c O 0 6S. 6-> t- 6 3 o N -p 0 C �O �,, O co O CD ++ 3 O Y O a C CM O W O Cu V O Cc) N I- M c� a� o c o o c a 3 a C E ca _o � co M O a 5 y u Ca — a) a CL 3 u co cn 64 69 a) o a a� c o o E c 5 s a) E a) Clom • o O to a) C C r 0 a) O O O ,.— C a) . C1 co a) Oa) _= Cn C LaCO a) L y •� Q �9 L L = L L > y U N M N CD O N X a) r� O d d �- �. r+ C N N 4- = O CD — E a) L ( Q) CA O) >, ) 7 O L N O N O C N N Q c O CD L (n C 0 N@ ccu � CO N " t - W 2 ` a) O a) N N a m o a) c`a a a) c `O o > 6g cts a a� N L a) c �' o N •= °� L n a a a>i Q E o m E ccv L ° c�'o a L 8 aEi m 0 rt oGo ft 0 0 0 N N cD O N 00 00 O O �p nJ W CO 0) CA m M CD co O CD co r O Z Q CN � 64 Ln 00 O C co M COD COD M co COD O 0 N 00 co N CD O75 M CD CD M f� I� � Cn O 00 O DO UA..S O CO O O� �` O Cl) O N �, EH 69 64 cu � U O p M 00 co CD (D C M CD CD C C:) ED C 4 Z .0 Q C) N N 0) w d CO N co co D N cc CD D N p CO Il- C` p M I- ti 00 00 d V Dc co CD cD p, M � co C I- O L LL 00 co 00 00 [A M CD CD � m 9 4 ep d O $ Is Z r. IT 00 O co COD COD Q N Ln 0I 0 S4 co co 0) 0) �j M co co ~ C co m 00 C to cm ~ p a) O m w O In O CDU c 2 U y U c 2 U d U W 'EC ate) W y W a�i W y W � a�i W d O m a wQ > a aQ m > a ad OG > I- 2 see attached Exhibit F Breakdown of Overhead Cost Account Title $ Beginning Total %of Direct Labor Direct Labor Overhead Expenses: FICA Unemployment Health/Accident Insurance Medical Aid& Industrial Insurance HolidayNacation/Sick Leave Commission/Bonus/Pension Total Fringe Benefits General Overhead: State B&O Taxes Insurance Administration&Time Not Assignable Printing, Stationery&Supplies I Professional Services i Travel Not Assignable Telephone&Telegraph Not Assignable Fees, Dues&Professional Meetings Utilities&Maintenance Professional Development Rent Equipment Support Office, Miscellaneous&Postage Total General Overhead Total Overhead(General+ Fringe) Overhead Rate(Total Overhead/Direct Labor) DOT Form 140-089 EF Exhlbit F Revised 6105 WHPacific (also known as) ASCGINCORPORATED SCHEDULE OF INDIRECT COSTS For the Year Ended September 24, 2006 Percent Total Unallowable Costs Allowable of Direct Costs (See Note 6) Costs Labor Direct labor $ 22,266,476 $ - $ 22,266.476 Indirect costs Payroll burden: Indirect labor $ 11,674,587 $ - $ 11,674.587 Fringe benefits 14,023,120 (1) (98,988) 13,924,132 Other payroll related costs 1,924,764 (2) (103,202) 1,821,562 Total payroll burden 27.622.471 (202,190) 27.420,281 Other indirect costs', Travel 1,041,739 (3) (19,467) 1,022,272 Freight 159,136 - 159,136 Legal 354,389 (4) (3,678) 350,711 Consulting 650,708 - 650,708 Occupancy 3,878,810 - 3,878,810 Communications 679,796 - 579,796 Insurance 927,764 - 927,764 Depreciation and amortlzation 2,313,545 (5) (578,000) 1,735,545 Property maintenance and taxes 75,227 - 75,227 Equipment rent and operations 1,511.844 - 1,511,844 Office operations 1,844,999 (6) (2,938) 1,642,061 Business development 92,045 (6)(7)(8) (10,937) 81,108 Advertising 367,435 (7) (235,591) 131,844 Entertainment 44,839 (8) (44,839) - Contributions 32,413 (9)(10) (32,413) Bad debts 467,872 (11) (467.872) Other (3,930) - (3,930) Gain on sale of assets (5,853) - (5,853) Interest 700,175 (12) (700,176) - Federal income tax refund (122,328) (13) 122,328 - Taxes,other 274,358 - 274,358 Total other indirect costs 15.184.983 (1,973,582) 13,211.401 Indirect costs before adjustment 42,807.454 (2,175,772) 40.631,682 Adjustments and offsets: Reimbursements-related entities (3,524,622) (14) - (3,524,622) Reimbursed unit costs (467,655) (16) - (467,655) Fiscal year 2005 adjustments 660,746 (18) - 660,746 Total indirect costs $ 39,475,923 $(2,175,772) $ 37,300.151 167.52% Facilities capital cost of money $243.526 1.09% The accompanying notes are an integral part of this schedule. -2- M MD CAMPBELL, BENN & TAYLOR + An Accountancy Corporation CERTIFIED PUBLIC ACCOUNTANTS & CON SPLTANTE Steven A. Campbell Stephen B. Taylor Linda L. House Kelly L. O'Brien INDEPENDENT AUDITOR'S REPORT ON SUPLEMENTARY INFOMATION To the Board of Directors Hams &Associates, Inc. Concord,California Our report on our audit of the basic financial statements of Harris&Associates,Inc.for the year ended December 31,2006 appears on page 1. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as whole. The supplementary information presented as SCHEDULE I—ALLOWABLE AND NON-ALLOWABLE EXPENSES UN DER THE FEDERAL ACQUISITION REGULATIONS is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and,in our opinion,is fairly stated in all material respects in relation to the basic financial statements taken as a whole. An Accountancy Corporation February 27, 2007 Roseville, California 17 HARRIS& ASSOCIATES,INC. SCHEDULE I—ALLOWABLE AND NON-ALLOWABLE EXPENSES UNDER THE FEDERAL ACQUISITION REGULATIONS For the Year Ended December 31, 2006 2006 Operating Expenses: 401(K)match $ 539,221 Aircraft expense 42,058 Auto allowances 239,805 Benefits administration 66,476 Computer services&supplies 400,375 Depreciation 451,040 Direct labor (21,682,325) Dues,books& subscriptions 208,933 Education 27,012 Employee benefits 2,411,086 Employee recruiting 482,725 Equipment rental 414,129 ESOP Contribution 191,674 Formula bonus 398,790 Insurance 1,316,277 Legal &accounting 344,741 Living/moving&miscellaneous 785,639 Meetings&conferences 333,353 Morale/amenities 327,907 Office supplies 600,051 Outside services 430,612 Payroll taxes 2,888,295 Postage and delivery 287,977 Printing expense 248,435 Professional development 167,243 Rent 2,545,061 Repairs & maintenance 224,648 Salaries 37,371,858 Senior manager ICP 250,000 Sick leave bonus 114,585 Surveying& drafting equipment 77,720 Taxes& licenses 379,800 Telephone& utilities 774,979 Travel 2,468,938 Vehicle -billable offset (388,218) Vehicle leases 1,400,353 Total FAR Allowable Expenses $ 37,141, :52 FAR Overhead Rate 171.30% See Independent Auditors Report on Supplementary Information 18 HARRIS&ASSOCIATES,INC. SCHEDULE I—ALLOWABLE AND NON-ALLOWABLE EXPENSES UNDER THE FEDERAL ACQUISITION REGULATIONS (CONTINUED) For the Year Ended December 31,2006 2006 Non-Allowable FAR Expenses: Advertising $ 392,424 Amortization of goodwill 454,380 Bad debt 821,115 Conferences& meetings 240,557 Contributions 243,607 Discretionary bonus-managers 873,041 Entertainment 97,495 Harris wear 10,996 Legal &accounting 204,318 Medical expense reimbursement - Miscellaneous 172,471 Officers' life insurance 51,342 Officers'professional fees 31,981 Penalties 9,715 Rent - Travel 62,644 Total FAR Non-Allowable Operating Expenses 3,666,086 Total Operating Expenses 40,807,338 Other Non-Allowable Expenses: Interest expense 232,759 Late fees 750 Total Expenses $ 41,040,847 See Independent Auditors Report on Supplementary Information 19 Feb 28 08 09.38a Everetle Adams 2532724642 p.t AMIL Washington State Tr1ansgortation Building Department off Transporffalion 310 Maple Park Avenue S.E, Paula J.Hammond,P.E, P.O.Box47300 Secretary or Transporiadon Olympia,WA 90304.7300 360-705.7000 February 22,2008 TTY wsdool wa g es Mr.Everett Adams III,VP Systems Consulting,LLC 950 Pacific Ave Ste 1230 Tacoma,WA 98402-4423 Re: Systems Consulting,LLC Overhead Schedule FYB December 31,2006 Dear Mr.Adams, On February 22,2008 as a WSDOT representative,1 completed a review or your proposed 2006 Overhead Schedule. I also completed an analytical review of the schedule by comparing it to financial statements provided by Systems. The reviewed data included a Financial Statement,issued by Clanton,Hellman&Radus, CPA's,LLP.,but was not limited to:a schedule of the indirect cost rate,a description of the company and their accounting system,and the basis for System's accounting and indirect costs. Based on my review,I am issuing this letter of concurrence establishing System's overhead rate for 2006,at 138.28%of direct labor. Costs billed to actual agreements will still be subject to audit of actual costs. IS you or any representative of Systems Consulting have any questions,please contact me at(360)705-7006. Sincerely, Martha S.Roach B7ttetual Audit Manager MR:ds Enclosures cc: Steve McKenrey Mike Kane,NIS 47323 Rick Griffith 47323 Total Expenses $327,905 ($62,156) ($2,905) $262,944 158.28% Overhead Rate 197.46% 158.28% Systems Consulting,LLC-Reviewed&Accepted 2/22/08,MR Fivauclat Statement Compilation Report issued by Clanton,Helfeuaee A Radus CPA's LLP Page 2 I Feb 28 08 09;40a Everette Adams 25:i111OQ p,i Systems Consulting, LLC Overhead Schedule December 31, 2006 Systems WSDOT Accepted Title Proposed Adj. Adj. Ref. Amount % Direct Labor Base S 166,062 $166,062 Indirect Cost Indirect Salaries $139,332 ($20,900) A $118,432 71.32% Rent 34,227 S34,227 20.61% Depreciation 17,062 S17,062 10.27% Car&Truck 11,322 (2,020) F $9,302 5.60% Insurance 4,087 $4,087 2,46% Travel 34,932 (22,706) B $12,226 736% Education/Training 2,013 $2,013 1.21% Advertising 9,684 (9,684) C $0 0.00% Legal&Professional 2,892 $2,892 1.74% Repairs&.Maintenance 1,461 $1,461 0.88% Office Equipment 4,329 $4,329 2.61% Office Expense 5,316 $5,316 3.20% Taxes&Licenses 24,328 (7,405) D $16,923 10.19% Miscellaneous 1,461 (1,461) E $0 0.00% EE Benefits 15,508 S15,508 9.34% Tax Expense 11,487 $1 1,487 6.92% Telephone 5,378 $5,378 3.24% Parking 885 (885) O SO 0.00% Internet 2,201 $2,201 1.33% Total Expenses S327,905 ($62,156) (S2,905) S262,844 158.28% I Overhead Rate 197.46% 158.28% I Systems Consulting,LLC-Reviewed&Accepted 2122108 MR Financial Statement Compilation Report issued by Clanton,Helfnnan&Radus CPR's LLP Page 2 Feb 28 08 09:40a Everette Adams 2532724542 p.2 Systems Consulting, ILLC Overhead Schedule December 31, 2006 Systems WSDOT Accepted Title Proposed Adj. Adj. Ref. Amount % References: Systems Ref. A Business Development disallowed per 48 CFR 31.205-1(f) D Business development travel disallowed per 48 CFR 31.205-1 (f)(5) C . Advertising unallowable per 48 CFR 31.205-1 (b), D Federal income tax preparation over S250.00 unallowable portion per 48 CFR 31.205-41(b)(I), 48 CFR 201-6(a),and WSDOT Overhead Policy. E Misc.removed by Systems. WSDOT Ref. F Personal use &commute to&from work unallowable in company vehicles per 48 CFR 31.205-6(m)(2) G Direct project expenses unallowable per 48 CFR 31.202(a). Page 3 Exhibit H Title VI Assurances During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time(hereinafter referred to as the"REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT,with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS,including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants,Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex,or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto,and shall permit access to its books,records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration(FHWA)to be pertinent to ascertain compliance with such REGULATIONS,orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information,the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non-discrimination provisions of this AGREEMENT,the AGENCY shall impose such AGREEMENT sanctions as it,the STATE or the FHWA may determine to be appropriate,including,but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination,or suspension of the AGREEMENT, in whole or in part DOT Form 140-089 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs(1)through (5)in every sub-contract, including procurement of materials and leases of equipment,unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided,however, that in the event a CONSULTANT becomes involved in,or is threatened with, litigation with a sub-consultant or supplier as a result of such direction,the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition,the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition,the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition,the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140-089 EF Exhibit I Revised 6105 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 —Potential Consultant Design Error(s)is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects,the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project,to be responsible for the remaining steps in these procedures.) Step 2 -Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence,the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work;photographs,records of labor,materials and equipment. Step 3 —Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further,the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s)and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel(including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4—Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s)occurred. If this is the case,then the Director of Public Works or Agency Engineer,or their representatives,negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP,through the Region DOT Form 140-089 EF Exhibit J Revised 6/05 Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s)issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel,is not able to reach mutual agreement with the consultant,proceed to Step 5. Step 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 Engineer to H&LP for their review and consultation with the FHWA. 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 request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP,in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Exhibit M-I(a) Certification Of Consultant Project No. LA 5632 Local Agency I hereby certify that I am bm(0 ?Yxb}j n and duly authorized representative of the firm of WHPacific,Inc. whose address is 3350 Monk. V i Ike, R0kwav.&0*\r I WA 9 Bo21 and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission,percentage,brokerage, contingent fee,or other consideration,any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure the AGREEMENT; (b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT;or (c) Paid, or agreed to pay,to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee, contribution,donation,or consideration of any kind for,or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration,U.S.Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds,and is subject to applicable State and Federal laws,both criminal and civil. 05-al -D g Date ign ure DOT Form 140-089 EF Exhibit M-1(a) Revised 6/05 Exhibit M-I(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Kent , Washington, and that the consulting firm or its representative has not been required,directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain,or agree to employ to retain, any firm or person; or (b) Pay,or agree to pay,to any firm,person,or organization,any fee, contribution,donation,or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration,U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds,and is subject to applicable State and Federal laws,both criminal and civil. Date Signature ze Cooke, Mayor DOT Form 140-089 EF Exhibit M-1(b) Revised 6/05 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred, suspended,proposed for debarment,declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a public(federal,state,or local)transaction or contract under a public transaction;violation of federal or state antitrust statues or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local)with commission of any of the offenses enumerated in paragraph(I)(B). of this certification; and D. Have not within a three(3)year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. H. 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): WHPacific,Inc. 05-01- 08 - (Date) (SIZJ11—aturiyPresident or Authorized Official of Consultant DOT Form 140-089 EF Exhibit M-2 Revised 6/05 Exhibit M-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): WHPacific,Inc. 05-C»-O� (Date) ture)President or uthorized Official of Consultant DOT Form 140-089 EF Exhibit M-3 Revised 6106 �i Exhibit M-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief,the cost or pricing data(as defined in section 15.401 of the Federal Acquisition Regulation(FAR)and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing,to the contracting officer or to the contracting officer's representative in support of �j 2 Z�t1,S�. BNSF (o ro►de Seouno►�-t br1 are accurate,complete,and current as of psi�O'1 .��Z **.This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm WHPacific,Inc. Name bt`CA 'C)o--.-.+1 n Title 6 ON r1 eSr.:1- Li nc N160W-e" Date of Execution*** 0 g-01-O S * Identify the proposal,quotation,request for price adjustment,or other submission involved, giving the appropriate identifying number(e.g.,RFP No.). ** Insert the day,month,and year when price negotiations were concluded and price agreement was reached. *** Insert the day,month,and year of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 140-089 EF Exhibit M-4 Revised 6/05 Consultant/Address/Telephone Supplemental Signature 1A Wacific,Inc. Page for 3350 Monte Villa Parkway Standard Consultant Bothell, WA 98021 Agreement Contact: Sam Richard Agreement Number Project Title And Work Description LA 5632 S. 228th St. BNSF Grade Separation Federal Aid Number DEMO-1216(001) Provide construction management, materials Local Agency testing and inspection and project oversight. City of Kent THIS AGREEMENT, made and entered into this day of between the Local Agency of City of Kent Washington, HereinaftWcalled the "AGENCY" , and the above organization hereinafter called the"CONSULTANT". In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. CONSULTANT LOCAL AGENCY By By 1-/4vW1k uz t e Cooke, Mayor Consultant MWacific, Inc. Ag ncy ity of Kent By By Consultant Agency By Agency By Agency DOT Form 140-089 EF Appendix 31 910 Revised 6/05 REQUEST FOR MAYOR'S SIGNATURE • Please Fill in All Applicable Boxes KEN T WASHINGTON {���- � 0 t"A ! S1 Ise printed on cherry paper Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Pete Tenerelli Phone (Originator): 5535 Date Sent: 5/12/08 Date Required: 5/19/08 Return Signed Document to: Nancy Yoshitake CONTRACT TERMINATION DATE: 12/31/10 VENDOR NAME: WHPacific, Inc. DATE OF COUNCIL APPROV : 4/15/08 L Brief Explanation of Document: The attached agreement is for the consultant to provide construction management services for the S. 228th Street Grade Separation at BNSF Railway project. This project requires specialized structural construction inspection services that is outside the City's area of expertise. All Contracts Must Be Routed Through the Law Department (This Area to be Completed By the Law Department) Received: R P r F IVED Approval of Law Dept.: �> Law Dept. Comments: Date Forwarded to Mayor: S (rl Shaded Areas to Be Completed by Administration Staff Received: Recommendations & Comments: Disposition: D _ SI�� ---�- o5 � I�wS Date Returned: Iage5870_templatebase • 2/07