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HomeMy WebLinkAboutPW15-090 - Original - Otak, Inc. - Kent Regional Trails Connector - 03/13/2015 i �. Records Ma -r- gemeri j KENT " Was„,„OrO„ Document` ea_ I 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 City Clerk's Office. Vendor Name: Otak, Inc. Vendor Number: JD Edwards Number Contract Number: € This is assigned by City Clerk's Office Project Name: Kent Regional Trails Connector Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: Date of the Mayor's signature Termination Date: 12/31/15 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Mark Madfai Department: Engineering Contract Amount: $19,750 00 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Provide design services for landscape plantings and landscape irrigation for the project. i As of: 08/27/14 Local Agency A & E Professional Services Lump Sum Consultant Agreement Agreement Number: LA8128 Firm/Organization Legal Name(do not use dba's): Otak, Inc. Address Remit to Address 11241 Willows Rd.NE, Ste. 200,Redmond, WA 980 UBI Number Federal TIN or SSN Number 600-614-735 91-1324129 Execution Date Completion Date December 31, 2015 1099 Form Required Federal Participation Yes ] No Yes ❑ No Description of Work The consultant shall provide design services for landscape plantings and landscape irrigation for the Kent Regional Trails Connector project. i Yes 0 No DBE Participation Maximum Amount Payable: $19,750,00 Yes No MBE Participation Yes No WBE Participation Yes Q No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Not used Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit F, Sub-consultant Cost Computations Not used Exhibit F Title VI Assurances Exhibit G Certification Documents G-3,G-4 Not used Exhibit 11 Liability Insurance Increase Not used Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures I Agreement Number: LA 8128 Local Agency A&E Professional Services Lump Sum consultant Agreement Page 1 of 13 'I Revised 10/30/2014 ��� THIS AGREEMENT,made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Kent hereinafter called the "AGENCY," and the"Firm/Organization Name"referenced on page one (1) of this AGREEMENT, hereinafter called the"CONSUITANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the"SERVICES;" and 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; and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,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 SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The Scope of Work was developed utilizing performance based contracting methodologies. 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 State, Federal, 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 SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, j rules, codes,regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 2 of 13 Revised 1013012014 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26 shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit"B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF)regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. 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— Preparation and Delivery of Electronic Engineering and other Data." 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 these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or I on behalf of the AGENCY of any such instruments of service, not occurring as a pant of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. � Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or(ii) by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Mark Madfai Name: Keith Bates Agency: City of Kent Agency: Otak,Inc. Address: 220 4th Ave. S. Address: 11241 Willows Rd.NE, Suite 200 City: Kent State: WA Zip: 98032 City: Redmond State: WA Zip: 98052 Email: mmadfai@kentwa.gov Email: keithbates@otak.com Phone: (253) 856-5521 Phone: (425)250-5342 Facsimile: (253) 856-6500 Facsimile: (425) 827-9577 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 titled "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, 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. I Agreement Number: LA 8128 i Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 3 of 13 Revised 1013012014 i V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the lump sum amount is attached hereto as Exhibits "D" and"E" and by this reference made part of this AGREEMENT. A. Lump Sum Agreement: Payment for all consulting SERVICES shall be on the basis of a lump sum amount as shown on page one (1) of this AGREEMENT. B. Maximum 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 on page one (L)The Maximum Amount Payable does not include payment for extra work as stipulated in section X111, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of costs on a monthly basis. 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 SERVICES at the time of the interview. D. 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 SERVICES under this AGREEMENT, contingent, if applicable, 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) calendar 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. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty (20)working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. E. inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6)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 cut of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. A post audit may be performed on this AGREEMENT. The audit, if any,will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. Agreement Number: LA 8128 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 4 of 13 Revised 1013012014 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E" attached hereto and by this reference made pail of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RC W 39.04.250 and RC W 39,76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color,national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. Al. Employment and Organizational Conflict of Interest 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 this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 5 of 13 Revised 1013012014 i Vill. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CPR Part 26 • Age Discrimination Act of 1975 RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F" 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 with or without cause 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 for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES 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 in paragraph two (2) of this section,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE 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 SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES 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 in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault 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 and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 6 of 13 Revised 1013012014 i The CONSULTANT shall,within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSUL TANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES 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 SERVICES 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 completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII`Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT;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 judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"7". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT,this action shall be initiated in the Superior Court of the State 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 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. XII. Legal Relations . The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and I their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT I Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 7 of 13 Revised 1013012014 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY,their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information, know-how, copyright rights or inventions resulting from STATE and/orAGENCY's,their agents', officers' and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may, in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of,or performance under,this AGREEMENT. I The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or 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. This waiver has been mutually negotiated between the Parties. Unless otherwise specified in this 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 this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 8 of 13 Revised 1013012014 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. j C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY,their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the Als shall be excess over, and shall not contribute with,the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. 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: Name: Mark Madfai Agency: City of Kent Address: 220 4th Ave. S. City: Kent State: WA Zip: 98032 Email: mmadfai@kentwa.gov Phone: (253) 856-5521 Facsimile: (253) 856-6500 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, including that which may arise in reference to section IX"Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00),whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability t6 third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments Linder section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. I I I Agreement Number: LA 8128 Local AgencyA 6 E Professional Services Lump Sum Consultant Agreement Page 9 of 13 ICI Revised 1013012014 XIII. Extra Work A. The AGENCY may at any time,by written order,make changes within the general scope of this 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 SERVICES under this AGREEMENT,whether or not changed by the order, or otherwise affects any other terms and conditions of this 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 this 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 this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"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. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. I XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters -Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT,s over one hundred thousand dollars ($100,000.00) and Exhibit"G-4" is required only inAGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section II1 "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. XVII. 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 a supplement to this AGREEMENT. Agreement Number: LA 8128 Local AgencyA&E Professional Services Lump Sum Consultant Agreement Page 10 of 13 Revised 1013012014 XVIII. 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 AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The"State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers,financial profiles, credit card information, driver's license numbers,medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT,the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY, or(iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03,the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s)for which the State's Confidential Information was received; who received,maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: LA 8128 Local Agency A &E Professional Services Lump Sum Consultant Agreement Page 11 of 13 Revised 1013012014 j The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b) as soon as such confidential or proprietary material is developed,whichever is. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i)is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. if the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six(6)years from the date of final payment to the CONSULTANT,the CONSULTANT shall keep, retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information ("EST"),that is in the possession, control, or custody of the CONSULTANT, including,without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals,plans, designs, data, surveys,maps, spreadsheets,memoranda, stenographic or handwritten notes,reports, records,telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings,visual displays,photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. I i Agreement Number: LA 8128 Local Agency &E Professional Services Lump Sum Consultant Agreement Page 12 of 13 Revised 1013012014 i For purposes of this AGREEMENT, "ESP'means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel,Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers,backup tapes, smart phones, thumb drives, CDs,DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and /or modified. The CONSULTANT shall include this section YX"Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. 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. ;j6A Signature \ Date yIF//—/l(✓` r� �d' y Signature Date �t lei Any modicalion, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. I Agreement Number: LA 8128 Local Agency &E Professional Services Lump Sum Consultant Agreement Page 13 of 13 Revised 1013012014 i Exhibit A Scope of Work Project No. CM-0615 (008) i See attached. I� Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit A Page 1 of 1 Revised 1013012014 EXHIBIT A Scope of Work December 15, 2014 Kent Regional Trails Connector - 64th Avenue South Landscape Plantings and Irrigation Purpose The City of Kent is dest'ening the Kent Regional Trails Connector project between the Interurban Trail and 64 Avenue S and along 64'Avenue S the Puget Power Trail.This trail stretches approximately 4,430lineal feet.The City of Kent Public Works department has developed trail project drawings to approximately a 70%construction document level.The City of Kent has made a request for Otak to provide design services for landscape plantings and landscape irrigation in the form of concepts and construction drawings,specifications, and estimates.The project extent is the approximate 1,600 feet along 64'Avenue South within the landscape planter along the west side of the street. Scope of Work Task 1.0 Overall Design Review/Kickoff Otak participated in a kickoff meeting with City of Kent staff on December 5,2014 to discuss scope of the project, specific tasks,submittal requirements,and project timeline. Overall review of the current plan set was requested at the kickoff meeting. Review of the Kent Regional Trails Connector plan set will be at the current 70%design level provided to Otak in pdf form on December 5,2014.Review will focus on site design throughout the trail corridor and at trailhead areas,street crossing areas,and trail connections.Site design review may include identification of opportunities for site furnishings,placement of trail signage, or features that may enhance the trail experience and functionality. Technical review of engineering elements,grading,drainage,or structural elements are not included. Otak will provide comments on the plan set through a memorandum. Deliverables.- Kickoff meeting(taken place on 12/5/2014) Design redew notes and comments I Task 1.0 Overall Design Review— Hourly Labor Allowance (NTE) $1,250 Task 2.0 Landscape Concept/Schematic Design Documents Otak will work with City of Kent Public Works and Parks staff to develop a landscape program and planting plan to be included in the design for the Regional Trails Connector. The starting point will be a concept plan developed by Otak for discussion with Public Works and Park staff.The goal of this task is to establish a landscape planting concept for the 6-foot landscape planter along the west side 64h Avenue S as part of the trail project. City of Kent—Boeing Rock Park Design t otak UVRotaCrsTent Regional Trails coaneotor\Consultants\Otak\KRTC_Scope of Work_121514.docx i Scope of Work Continued Otak will then refine the concept plan and prepare schematic design documents for the landscape planting elements of the project. The schematic design documents will include preliminary landscape planting plans and irrigation schematics.Otak will prepare a preliminary construction cost estimate for use in evaluating costs to available construction funds.These plans will be an approximate 30% level of design. A schematic design deliverable package will be provided to the City of Kent for review and comment. It is intended that Otak design documentation will be coordinated with the Public Works documents with regard to grading,drainage,lighting,signage,etc. Upon review and comment Otak will incorporate the schematic design package comments in the development of the 90% draft construction documents (under Task 3.0).It is assumed this task will include up to one(1)meeting with City staff. Dellverabks Planting Plan Concept Sebematic Design Drawings Preliminary Construction Cost Estimate Task 2.0 Concept/Schematic Design— Hourly Labor Allowance (NTE) $5,000 Task 3.0 Draft and Final Construction Documents Otak will prepare draft and final construction documents for landscape plantings and landscape irrigation design.The construction documents will include landscape planting plans,irrigation plans,landscape and irrigation detail drawings,and draft WSDOT Supplemental Specifications. Otak will also prepare a draft construction cost estimate to confirm consistency with construction funds.The draft construction documents will be an approximate 90%level of design. The draft construction documents will also be provided to the City staff for review and comment. Otak will then address City comments on the 90%package and any permitting comments from the City and prepare final construction documents.The construction documents will include drawings and final WSDOT Supplemental Specifications.Otak will also prepare a final construction cost estimate for all of the project elements. It is assumed this task will not require meetings with City staff. Defiverabkr Draft Construction Documents(Drawings and Specifications) Draft Construction Cost Estimate Final Constme ion Doenmentr(Drawings and Specifications) Final Constrnetion Cost Estimate City of Kent—Regional Trails Connector 2 otak uArRosacrsucent Regional Trails coanector\comultmts\Otak1KRTC_Scope of Work-1 21514.doex Scope of Work Continued Task 3.0 Construction Documents Hourly Labor Allowance (NTE) $8,500 Task 4.0 Construction Administration Otak will provide construction administration support from contractor bidding through substantial completion of construction. Otak will support with bidding questions,bid evaluation,attend the pre-construction meeting,attend construction meetings,review Requests for Information (BFI's),review submittals,make site visits/inspections,prepare field reports,prepare punchlists,and assist with project closeout. For the purposes of budgeting,the following assumptions have been made. Otak will: • Address bid questions which are technical in nature regarding landscape planting and landscape irrigation • Attend the pre-construction meeting with one representatives • Attend up to three (3) construction meeting with one representative • Review up to 5 RFIs during construction • Review up to 5 submittals • Make up to two (2)site visits unassociated with construction meetings, • Prepare field reports for each site visit • Prepare up to one (1)punchlists Delivembks: Bid juestion Responses Bid Evaluation Comments RFC Responses Submiaal Responses Site Visit Field Reports Puneblists Task 4.0 Construction Administration — Hourly Labor Allowance (NTE) 500 Total Hourly Labor Allowance (NTE) $19,250 Total Reimbursable Allowance (NTE) 500 Total Labor& Reimbursable Budget (NTE) $19,750 Compensation As compensation for the performance of the services described above, Otak will be reimbursed by City of Kent on a time and materials basis to a not-to-exceed contract amount. In house reimbursable expenses for all tasks will be invoiced on a cost plus ten percent(10%)basis.Any out-of-house direct costs will be invoiced at cost plus ten percent (10%).An hourly rate schedule for each anticipated labor category has been attached as reference. Invoices will be sent monthly in a format acceptable to the Client. Otak agrees to inform the Client if the Scope of Work extends beyond that which is currently contracted City of Kent— Regional Trails Connector 3 otak tr:\PRorECrsacoat Regional Trails ComeoronConsultwts\OtakTRTC_Scope of Work_121514.docx Scope of Work Continued prior to performing the work. Otak will require written approval before completing work in addition to the estimated time and materials allowance presented in this proposal. I� Schedule We will work with the City of Kent to establish submittal dates on a task-by-task basis, Assumptions This proposal and Otak's agreement to perform said services is based upon the following assumptions: 1. The Client shall furnish basic information,prepared or obtained by others,which is pertinent to the services contained in this proposal including design level topographic mapping of all areas within the project scope of work.This data will be provided in an AutoCad format version 2010 or more cuttent. 2. The Client will provide geotechnical information and soil sample tests to guide understanding of existing soil conditions. 3. The Client will prepare and submit all application forms for required permits including City of Kent construction permits. 4. Any additional trail features or amenities identified during Task 1.0 which require design services provided by Otak will be contracted under a separate approved contract amendment. 5. No public involvement meetings are associated with this scope of work. 6. The Client shall provide access and make all provisions necessary to enter public and private property as required to perform services covered by this proposal. 7. The project does not include any permanent lighting design. 8. No civil,structural,soils,or stormwater engineering services will be provided by Otak. 9. All existing utility relocation will be designed and coordinated by others. 10. As-built documents are not a part of this scope,but may be added via a supplemental agreement. City of Kent—Regional Trails Connector 4 otak U:\PROIECTS\Kent Regional Trails Connector\Consuitentr\Otak\KRTC_Scope of Work_121514.docx I Exhibit B ®BE Participation N/A I I i I i I Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit 8 Page 1 of 1 Revised 1013012014 Exhibit C Preparation and Delivery of Electronic 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: 1. Surveying,Roadway Design &Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. g es Computer Aided Drafting Files I i, N/A Agreement Number: LA8128 WSDOT Form 140.089 EF Exhibit C Page 104 Revised 1013012014 D. Specify the Agency's Right to Review Product with the Consultant The City will review and comment to the Consultants schematic plans as stated in Task 2.0 of the scope of work. E. Specify the Electronic Deliverables to Be Provided to the Agency 1. Planting Plan Concept 2. Schematic Design Drawings 3. Preliminary Construction Cost Estimate 4. Draft Construction Documents 5. Draft Construction Cost Estimate 6. Final Construction Documents (Drawings and Specifications) 7. Final Construction Cost Estimate 8, Bid Question Responses 9. Bid Evaluation Comments 10. RFI Responses 11. Submittal Responses 12. Site Visit Field Reports 13. Punchlists F. Specify What Agency Furnished Services and Information Is to Be Provided City to provide Otak with an electronic copy of the project plans, for their use in the design of the proposed landscaping and irrigation along 64th Ave. South. Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 1013012014 Ii. Any Other Electronic Files to Be Provided Notes and specifications prepared by the consultant will be transfered as word or pdf documents via email. III. Methods to Electronically Exchange Data Files will be sent via email or provided on the City's FTP site for downloading by the consultant. I I I i WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 1013012014 I A. Agency Software Suite City uses Microsoft Word Office Professional Plus 2010 AutoCadd Civil 3D version 2013 B. Electronic Messaging System € g Y Microsoft Outlook C. File Transfers Format N/A WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 1013012014 i Exhibit D Prime Consultant Cost Computations Consultant's cost computations are attached in the two following pages. i I� I Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 1013012014 I COST INFORMATION BREAKDOWN OF BILLING RATES AND DIRECT NONLABOR RATES Otak,Inc. DIRECT TABOR COSTS Classification Direct Salary Rate Overhead Fee Billing Rate 173.06% 30.00% Exam les Minimum Maximum Minimum Maximum Minimum Maximum Minimum Maximum FF C/Sr.PM Architecture $57.69 $63.11 $`99.84 5109.21 $'17.31 $18.93 $174.84 $191.25 PI Sr.PM-A¢bitecmre $50.00 $52.50 586.53 $90.86 $15.00 $15.75 5151.53 $159.11 Architect 1I1 $35.58 $43.00 $61.57 574.41 $10.67 $12.90 $107.83 5130.31 Architect $31.25 $32.81 554.08 $56.79 $938 $9.84 $94.71 $99.44 Arcdtitcctural Technician 111 $33.65 $3533 558.23 $61.15 $10.10 $10.60 $101.99 S107.08 Architeewrall'echnician II $24.04 $28.35 S41b0 $49.06 $7.21 $931 $72.86 $8592 Architectural Technician I $20.19 $24.22 $34.94 $41.92 $6.06 $7.27 561.19 $73.41 Sr.PIC/Sr.PM Civil 564.90 $70.68 $112.32 $122.31 519.47 521.20 $196,69 $214.19 PIC/Sr.Project Man,ge,Civil 560.10 565.63 $104.01 $113.57 518.03 519.69 5182.14 $198.88 Civil Rn.ineerX $5(,.22 559.06 $97.29 $102.2'1 S16.87 577.72 517038 $178.99 .88 555.52 $91.51 596.09 $15.96 $16.66 $160.26 $168.27 Civil Engin"r IX $5� Civil Engineer VIII rc $46.00 $53.00 $79.61 591.73 $13..80 $15.90 $139.41 $160.6473 Civil Engineer VIl $45.00 $47.51 $77.88 $82.23 $13-50 $14. 5 $136.l8 $143.99 $13 3 5135.24Cil Engineer Vl $414 $44.63 $71.20 $77.23 $12.34 CmI Fn ineer V $39. 6 $42.91 $68.64 $74.27 $11.90 $12.87 $120.19 $130.05 Civil Engineer TV $36.06 $37.86 562.41 $65.53 $10.82 $11.36 $109.28 $114.75 Civil Engineer III $32.93 $36.44 556.99 $63.05 $9.88 $10.93 $99.80 $110.42 Civil Rn.neer 11 529.00 $33.74 $50.19 $58_38 $8.70 $1012 587.89 $102.24 CivilE 'neet1 $25. $30.29 $44.56 $5242 57.73 59.09 578.04 $91.80 Ennerin Desi ner TV $31.50 $ 3.09 $54.51 $57.24 $9.45 $9.92 $95.46 $100.24 5272(' 99En neerin Desi mr llI $47.18 $51.48 $8.18 $8.92 $82.61 $90.15 En neerin DesimerII 525.00 528.27 $43.27 S48.92 $7.50 $8.48 $75.77 $85.66 Engineering Desi mer I $23.09 524.23 $39.94 $41.94 $6.92 $7.27 $69-95 $73.44 En incotin Technician V $30.00 $3432 $51.92 559.40 $9.00 $10.30 $90.92 5104.02 Engineering Technician AT $26.44 $29.48 $45.76 551.0 $7.93 58.85 $80.13 $89.35 En ineerin Technician IB $23.56 $26.00 $40.77 $44.99 $707 $7.80 $71.40 $78.79 En ineerin Technician IT $21.32 $22.39 53690 $38.74 $6.40 $6.72 $64.61 567.8 En ineerng Technican 1 $18.50 $19.43 532.02 $33.62 $5.55 S5.83 556.07 $58.8 St.PTC/S,.PMLA/Master Planner $69.71 $73.20 5206 I , 520.91 521.96 521L26 $221.83 PIC/Sr.PM LA/Master Planne $52.40 $56.29 $90.68 $97.42 515.72 S16.89 5158.80 $170.59 Tendsca cArchitectV 538.46 $40.38 $66.56 569.89 $11.54 $12.11 $116.56 5722.38 Landscn eAchitctlV 534.13 53736 $59.07 564.65 $10.24 511.21 $103.43 $113.22 Landsca eArchitect III 532.69 535.33 $5(.57 $61. $9.81 $10.60 $99.07 $107.08 Tmndsca cArchitec[II 523.75 $26.25 $41.10 45.43 $7.13 $Z88 $71.98 $79.55 iandsca c Technician ITT $24.04 527.26 $41.6 $ 7. 7 $7.21 $8.18 $72.86 582.61 Lanclsca,eTe6rtician II $22.60 $24.23 $39. $4 .94 $63S 57.27 $68.49 573.44> Landsca eTcehnicianl $20.0 $22.71 $6.00 56.81 560.61 $68.83 Urban Designer V $52.88 $5.5.52 S91.51 $96.091 515.86 $16.66 5160.2! $169.27 UrbanDesi ter1V $46.54 $48.87 $80.54 $84.57 513.96 St4.66 SI41.04 $148.10 UrbanDesi oer IT $35.58 $40.38 $61.57 $69.89 570.67 512,11 5707.A3 $12238 Sr.Proj.M n-Plattner I 546.88 554.60 $81.13 594.49 $14.06 $16.38 $142.07 $165.47 Planner III 540.87 542.91 $7033 $74.27 $1226 $12.87 $123.86 $130.05 Planner It 528.85 $ 36.75 $49.93 $63.60 $8.66 $11.03 $87.43 5711.37 Planner $26.44 $27.76 $45.76 $48.04 $7.93 $8.33 Sft0.13 584.14 Plauncr Associate III $23.08 $24.74 $39.94 $42.81 $6.92 $7.42 SG9.95 S74'J7 Planner Associate 11 521.15 $22.21 S36.601 $38.431 $6.35 56.66 56410 $67.30 Ptaoner Associate I $20.19 $21.20 S34.941 $36.691 K06 S6.36 561,19 $64.25 2/4/2015 COST INFORMATION BREAKDOWN OF BILLING RATES AND DIRECT NONLABOR RATES Otaly Inc. .. DIRECT LABOR COSTS Classification Direct Salary Rate Overhead Fee Billing Rate '.. 173.06% 30.00% (Examples) Minimum Maximum Minimum Maximum Minimum Maximum Minimum Maximmn Sr.GIS Slperialist Plannr $29.7t $31.20 $51A2 S53.99 $8.91 $9.30 $90.04 $94.54 Scientist A' $38.82 $40.76 $67.18 $70.54 $11.65 $12.23 $117.65 5123.53 Scientist llI $36.40 $40.81 $62.99 $70.63 $1092 $12.24 $110.31 5123.69 Scientist 11 $25.00 $26.25 $43.27 $45.43 $7.50 $7.88 $75.77 $79.55 Scientist I $20.80 $21.84 $36.00 $37.80 $6.24 56.55 $63.04 $66.19 PIC/PLS-Sr.Manager $64.90 568.15 5112.32 $117.93 519.47 520.44 5196.69 $206,52 PLS Sr.Man, er $43.27 $51,49 $74.88 $99.11 512,98 S15.451 5131.13 $156.05 Sr.professional Land Sarve or $33.65 $36.75 $58.23 $63.60 510.10 $11.03 $101.98 $111.37 Professweal Land Surveyor $28.38 $31.50 $49.111 58,51 $9.45 $86.01 $95.46 Survc Technician $27.50 $37.50 $47.59 $54.51 $8.25 $9.45 $83.34 $95.46 Snmev Tech 11,Sr.Field Party Chief 523.00 $26.79 $39.80 546.34 $6.90 $8.03 $69.70 $81.14 Sr.Field Survey Technician 11 S22.00 $23.63 $38.07 $40.89 $6.60 $7.09 $66.67 $71.60 Se.B'ield Smve Technician I $19,50 $21.00 $33.75 $36.341 $5.85 $6.30 $59.10 $63.64 Project Administrative Assistant $2274 $23.88 $39.35 $41,32 $6.82 57.16 568.92 $72.36 Contract Adnunistrator $27.03 121.11 546.78 $49.12 $8.11 58.51 581.92 $86.01 Graphics S.ecialist $25.43 $26.70 544.01 $46.21 $7.631 $8.01 $77.07 580,92 1 Note: All travel will be billed per WSDUI Travel Regulations; All sub-consultant costs and direct reimbarsableswill he at cost with no mark-ups;and - - i The mac.rates inelnde 5%escalt aoo. i I v4=15 Washington State, 7Yansportatgn Building 310 Maple Park Avenue S arts me nt of Transportation .E. P.O.Box 47300 TrAf R Olympia,WA W504-7300 Lynn Peterson 360-705.700D Secretary of Transportation TtY:1-800-333.636e wviwaysdoLwa.gov July 24, 2014 Otak;Ine. 10230 NE Points.Drive, State 400 Kirkalnd, WA 98033 Subject: Indirect Cost Rates(ICR) FYE 2013 Dear Mr. Rich Darland: Transmitted herewith is the WSDOT Audit Office's memo of acceptance of your firm's FYE,2013 ICR. This approval is good until 180 days following your firm's FYE 2014 closing date and is good for all WSDOT agreements including Local Agency contracts. If you have questions regarding this approval, please contact me at 360-705-7106. Since , Erik K. Jonson Manager, Consultant Services Office EKJ:kal I i i TVWashington State Department of Transportation Memorandum _. July 2l,201 f TO: Erik Jenson,WSDOT Contracts Administrator • 1 FROM: Martha Roach, Agreement Compliance AuditMauage . ! SUBJECT; OTAK,The, Indirect Cost Rate for fiscal year end December 31, 2013 The Otegon Department of Transportation (QDOT) has concluded their coghrzant review of OTAK,ThG,for the above referenced fiscal year. OI70T iS the Cognizai3t State fo? OTAK hic,. As such ODOT has perforated its cognizant rdview and accepted the audit perform6d by Nason,Way Accounting,'LLC. ODOT provided us a copy of the acceptance letter along with the CPA audit report. j I a � i Based ODOT's acceptance ofOTAK,Tne.'s Indirect Cost Rate,wo are issuing this letter t establishing O`i'AI{,lnc.'s rate for the fiscal year ending December 31,2013 at 173.06% of direct labor(rate includes 0.32%Facilities Cost of Capital). 15a S. = Costs billed to,agreements will still be subject to audit of actual costs,based on thp terms l and conditions of the respective agreement, } >r 4 If you have any questions, feel free to calf me at(360)705-7006 or via email at roacbmaCcr7wsdotwa,gov MR.'yq Attachment s 4 cc- Steve McKGmey i File 9 l �'f I DOT Fom TOO-GOD.ES ��.�. I Oregon betwtmetttofTransportation is Aily 1$,2014 i i • ( i Tho Board of Direclors and Stockholders OTAK, Inca s Re: OTAK,hie. Schedule of lndirect Cost Rale { Fiscal Year Bilded Member 3 i,2013 'We have pe.i foimed rrcogoiznrit review of OTAK,hic.'s doci mentalion and the working papers ofyour independent C15A firm, N ison Ways-Act ti inting, LT-C,of their audit of the Schedule of litdhect Cost Rate for OTAK, hre's Fiscal Year Ended Decemb" 31,2013 in ztccorcJnnce with out role sis C ogniznot Agency as dermcd in 23 U,S.C• I I2(h)(2)(c�n)i(l 23 CFR 1723 and 172.7. Our cogdiniii review tivas perl'armed in accordance will)fhb AASPTO Review program for CPA Atidlts of Consulting Engineers'indirect Cost Rates. We were pfav,fiied with a copy of independent auditor's report dEtted Ib1,i}r 21,201=I, R copies of their working papers and additional documentation #rams OTAK,Inc• I Based on otir review, we acceplccl the audited Sciieclide of lodirect Cos! Rate.This letter of concurrence establishes OTAK, Ine.'s Schedule of Indirect Cost Rate for the fiscal year eluded Deceiiiber 31, 2013 at 172.74% of direct labor mid a Facilities Capital Cost of Money f'ador of0.32% of direct labor. A copy of Ibis letter will be forwarded to thlo appropriate ODOT contracting offices and 1 �: Wdshinglon DOT, if you or any representative of OTAK, toe, has ony gestions, please contact me of(503)986d3213 or Iona Cutting of(.M)986-3174. tl ! t. Sincere) ' Ntai'gni of Core, C 1'l )Ixterualt Audit Sera=ices.Maritiger Oregon Del3artiitenl ol'Transporhifion ' i] cc: ChuisRripmam, CC'O, OTAK, Inc. Jfimes C, Gill, CPA, Nason Way Accotmting,LLC i r . t i' 355 Capitol Street N5•Salem, O,zaon 97301 -(503)986.3213 _ I; 7 i!' OTAK, inc. Overhead 5chedute )1101/I3.121311U u7n1¢ .1u f Yl'isu i C/L Ot'erland Ca415 r(li)rklumnls PrujinscA OIGRFZRAIf ternunt,tnle _ _ F1R(6 MMAL Rotes tl1CrACad Cusis CO5T5 'girecll nLor D sp 6t1f 00 tli c 4lior I'nnclpoi5 9 L7133J lQ 5 F 6 8TI S37.4o $ S1I OSZAD' IZ p7,5. j 69101 13u451 Ln0ur rAR.td)uslnirut nL 4Jt2J n?9193,22 21959327 IV 1 40200 Olrcrl t.alinr 13nplWtes 47147J5,17 $,7)A 9as.0 j71492543 841110- ' 01.61 445.92 145.52UPI, dd '7`„InfCllrorl Ln6ap 6,lss5 $ U771 f0(,� -3 4&,7,7G,601,6Z. �L77G6pi.G: 1Gt.U7'*' (7p5c6snLPCq}I4 701MIndirect btbor Ddgcllmis S Ljnplayers �Wr7c6,fib i0..'jG;4 = '{OttOI Indirect Ln6ar-(n(orpaltunul 011 dElneni[grt 1714%S6 371t17,Sk �7119,IIG 49y`fi 70102 FARIPA red 1:n6ur (227 fi9127) [ (2+Q S21,27) (n°$993 n7) 65:17tG 701,0 Indirect I.AarTmalvP1•11600 (I771.51) (1.771.$2). {17]4 S?j -➢.d3N 7b1,pp JW(keltnGL9Uur. 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' 0,➢Z k' i I ` 7300E Office Ron[ [3B)S91,3Y w LYS7,87j.37 1267,193.31 1701% k j� ' 730111 Olrito Rcal Ct57 Ciarrg,t Igilt"0a5 - IG$7 U.3,5 189720.15 2SO45 73003 Office Ronl Wd'Itos 14ii6 905.428 (376.851 9,691,43 BUSb13 OHh' ( !i 7}100 Smdturini Srnites 41 d17.511 (1vS.44) 71.061.06 71,m .Ofi Olb1i ( 71200 ttokc(iii Ser Ices 1056.88 (In711) 7,929,71 292971 004;0 73301) MoTrPdnanYa ,,RquOry 1 15.715,66 IS715.86 0m10 • 714 PO (31RIIIrs 18,763.3f) (7,028.671 5 411.734.63. .4613C(13 0169;5 251,615,11 (10(67,78j 7300 (dcphnep A 241,b1733 a4[147 13 3 86% 5 730D Odlrlintio 4tc§ 13,597,04 (SG$.E7) 5 f3,037.32 130)1,37 0 M95 r - 74001 Opcmliiigk amoral S,ggdirs0➢ W3,S6 L7-1 {y99i x 81) 137,99993 ir,89591 2.0u{. 74n OpergtlaUg Cenernl SupllItil PAIL 67149 (67Y.d9) I 'r • 0alto i .Y11100 I 1 y01'.Fr igid 11,51917 (695126) 21,624.11 10 U2.i II bMv. i - 74401 Irkitlrry3C npblrg 3926Q6! II Ut;t:58) 8 39,63t,Q] T76S303 bi6SI-772.02 lr0nlag$11rn116fcs rAR 114.00 QI I.UO) I 00055 7000 Lampuirr SapiOln 104757.23 (4158d5) S 109.199,17 (C4 i9?Ill 10;4 74,b0 SoRtnroi'r.gmnt F'.jstnsea nS7,150.26 (4,hXw) ; 78197S-n' 'Rj 735.29 41855 ii s -745U0 0-11tda Corbgblrr Grrvlcei 173,974.48 (7XI.14) S IC6,736:71 1667.M-14 746% ��.. I 74(491 ,1[Isa linneaus .8,507.41 {908;17) 7 7,596.15 71905 6r1q, 719,02 SIIStriinneaus P,{(t - llxa50 l� __ i i I � | OTA ,ac. Overhead ! aE { , gy p \ m. . \:y.. . �_ aOa_ _ \§w w y+ ,_ « ..� a _ \ ! , .& _ _,_, : 6. m1 : _ (3,150.00) �.* - ƒ|[ (. a, 0 Asso DispuKal e z � ) . . . ® . . . . . . . . > ee,a ( i \ ~ ` � [ ) � \�S . : . V . © tor` ,_ . [ ] . , ,G . 4 t to ¥,,w_Ufallo � } °�*�+� a_,_ a_a__._ � - ! ���� ; ( � } \� ! § ( ( � � ( ) ! ( � } ( . ! [ } . { ( \ OTAK,Incorporated \ ] &aehath aarlla Capital Cost M Money Factor Calculated with Porte j of+ +ram Acquisition R;uln . — for Ilia Twelve Months e,a December#m! \` Average ! , Capital& 2w $ 1,394,397 ( \ Average Secretary of the mme Interest om, 1 « ( Facilities c y cost«Molloy $ . ./, . } } . Direct Uwe. • $ 6,776,602 ( } . Facilitiesmp IG#yM;Factor 0,3225 . { : | { � I I . . | / t{ � \ . } . � \ ( ( : ( « / ? Exhibit E Sub-consultant Cost Computations There isn't any sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting"of this AGREEMENT. N/A II i I I Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 1013012014 Exhibit F Title V/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 this 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 this 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 the AGENCY,the 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,the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Nov-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 this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1)through (5) in every subcontract, 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 STATE, the AGENCY, 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 enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition,the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: LA 8129 WSDOT Form 140.089 EF Exhibit F Page 1 of 1 Revised 1013012014 i Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of Agency Official Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Not used Exhibit 6-4 Certificate of Current Cost or Pricing Data Not used Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 i Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Otak,Inc. whose address is 11241 Willows Rd. NE, Suite 200, Redmond, WA 98052 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this 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); 1 acknowledge that this certificate is to be furnished 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. Otak,Inc. Consultant(Firm Name) Signature(Authorized Official of Consultant) Date i Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit G Page 1 of 1 Revised 1013012014 _i Exhibit G-1(b) Certification of Agency Official I hereby certify that I am the: F/ Agency Official Other of the City of Kent,Washington and 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 furnished 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. f . ; Signature Date m 1. Agreement Number; LA 8128 WSDOT Form 140-089 EF Exhibit G Pagel Or 1 Revised 1013012014 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions L The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)transaction or contract under a public transaction; violation of Federal or State anti-trust 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 (1)(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 and local)terminated for cause or default. 11. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. it Otak,Inc, Consultant(Firm Name) Signature(Authorized Official of Consultant) Date I it Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit G Page 1 of 1 Revised 1013012014 i Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Not used 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, a officer or employee of Congress, or any 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 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 $10,000.00, and not more than $100,000.00, 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 sub-contracts,which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. N/A Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit G Page 1 of 1 Revised 1013012014 i Not used Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate find established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the find, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration(FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase,premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. I Agreement Number: LA 8128 WSDOT Form 140.089 EF Exhibit H Page 1 of 1 Revised 1013012014 Exhibit I 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 I Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region 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 errors) 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 LP,through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any,as to how the settlement affects 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. Agreement Number: LA 8128 g � WSDOT Form 140-089 EF Exhibit I Page 1 of 2 Revised 1013012014 �I Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FH WA. LP will meet with representatives of the agency and the consultant to review the alleged design eVror(s), and attempt to find a resolution to the issue. If necessary,LP will request assistance from the Attorney General's Office for legal interpretation. 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.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. I i Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit i Page 2 of 2 Revised 1013012014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than$1,000. If the consultant's claim(s)are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim.The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Ifimeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1,the next step in the process is to forward the request to the Agency's project manager.The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager,Director of Public Works or Agency Engineer,WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 1013012014 !, Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim,the project manager shall prepare a sununary for the Director Of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing)the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. I Agreement Number: LA 8128 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 1013012014 1 DATE(MMIDDIYYYV) A`O CERTIFICATE OF LIABILITY INSURANCE 2/27/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. 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). CONTNCT PeggyMacMillan PRODUCER ME: SD Fulwiler & Co. Insurance, Inc. PHONE (503)293-8325 aX . (so3)z9T-s41e 5727 SW Macadam Ave oatEss:Pmacmillan®jdfulwiler.com PO BOX 69508 INSURERS AFFORDING COVERAGE NAIC 1) Portland OR 97239 INSURER A:Travelers Indemnity Co of CT 25682 INSURED INSURER R Traye l ers 19046 Otak Inc. _INSURER c:Travel eirs Indemnity Co of Am 25666 808 SW 3rd Ave Ste 300 INSURER D:Beazley Insurance Company Inc INSURER E:SAIF_ Portland OR 97204 INSURER F: COVERAGES CERTIFICATE NUMBER:14/15 WA Gen USE REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR TYPE OF INSURANCE ADOL SUBL POLICY NUMBER MMIDDY� MWDD/1'YYY EXP LIMITS ftim GENERAL LIABILITY EACH TO $ 1,000,000 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY PREMISES Es accunence $ A CLAIMS-MAOF ❑X OCCUR 6801497P251 12/9/2014 12/9/2015 MEO E%P(Any one>ersan) $ 51000 X WA Stop Gap PERSONAL&AOV INJURY S 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENTAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGO $ 2,000,000 X POLICY PRO- LOC $ AUTOMOBILE LIABILITY Cesc ns INGLE LIMIT tl $ 1 ODO 000 X ANY AUTO BODILY INJURY(Per person) $ B ALL OKWED SCHEDULED AIS02PB92 2/9/2014 12/9/2015 BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERLY DAMAGE X HIRED AUTOS X AUTOS D Peraccldent $ Tawin X UMBRELLA LIAB X OCCUR EACH OCCURRENCE g 10,000,000 C EXCESS LIAB CLAIMS AGGREGATE S 10,000,000 DED X RETENTION$ 10,00 ➢P5c8570811247 12/9/2014 12/9/2015 $ E WORKERS COMPENSATION •aORECON-- X WC STATU- OTH- ANDEMPLOYERS'LIABILITY YIN 87431 - OTAR Inc /1/2015 /1/2015 E.L.EACH ACCIDENT S 11000,000 ANY PROPRIETORIPARTNEWEXECUTIVE D N I A OFFICERIMEMBEft E%CLUDED7 E.L.DISEASE-EA EMPLOYE $ 11000,000 (Mandatary In NH) If yes,descdbe under EL DISEASE-POLICY LIMIT S 11000,000 DESCRIPTION OF OPERATIONS below D A&E Prof'l w/Pollution 10267140601 12/9/2014 12/9/2015 Llmltperclalm/Aggl $2m/$4m Deductible $2 00,0 0 0 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) RE: Kent Regional Trail Connector LA Service contract. Project # 32520; Exept the Workers' Compensation and Professional Liability, The State and Agency, their officers, employees and agents are included as additional insureds with regard to operations of the named insured subject to policy terms, conditions and exclusions per attached form CGD3810907; it is further agreed that coverage is primary and non-contributory] 30 day notice of cancellation except for 10 day notice for non-payemnt of premium; All operations of the named insured subject to policy terms, conditions and exclusions CERTIFICATE HOLDER CANCELLATION (253) 856-6500 mmadfai@kentwa.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent Mark Madfai AUTHORIZED REPRESENTATIVE 400 West Gowe Kent, WA 98032 P MacMillan/TMAYDA ACORD 25(2010105) ©1988.2010 ACORD CORPORATION. All rights reserved. INSO25 oninnss m Tha ACr1RD .ni.t.,.Hl mar4e of GCrlPn Additional Named Insureds Other Named Insureds HLH Otak Inc., an Oregon Corporation OTAK Architects Inc, a Washington Corporation I Otak Architects inc., an Oregon Corporation Otak Hngi.neering, Inc., an Oregon Corporation Otak International (Caymen Islands) Otak Nevada, LLC, an Oregon Limited Liability Cc Otak, Inc, 401K Employee Savings Plan Otak, -nu. , a Colorado Corporation OLak, Inc., an 6Jashington corporation I� i I I OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC 6801497P251 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED INSURANCE (Section ill) for this Coverage (Section II): Part. Any person or organization that you agree in a ,l B. The following is added to Paragraph a. of 4. "contract or agreement requiring insurance" to in- Other Insurance in COMMERCIAL GENERAL clude as an additional Insured on this Coverage LIABILITY CONDITIONS (Section IV): Part, but only with respect to liability for"bodily in- However, if you specifically agree in a"contract or jury", "property damage" or "personal injury" agreement requiring insurance"that the insurance caused, in whole or in part, by your acts or omis- provided to an additional insured under this Cov- sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a your behalf: primary and non-contributory basis, this Insurance a. In the performance of your ongoing opera- is primary to other insurance that is available to tions; such additional insured which covers such addi- b. In connection with premises owned by or tional insured as a named Insured, and we will not rented to you; or share with the other insurance, provided that: c. In connection with "your work" and included (1) The "bodily injury" or "property damage" for within the "products-completed operations which coverage is sought occurs; and hazard". (2) The "personal injury" for which coverage is Such person or organization does not qualify as sought arises out of an offense committed; an additional Insured for "bodily injury", "property after you have entered into that "contract or damage" or "personal injury" for which that per- agreement,requiring Insurance". But this insur- son or organization has assumed liability in a con- ante still is excess over valid and collectible other tract or agreement. insurance, whether primary, excess, contingent or The insurance provided to such additional insured on any other basis, that is available to the insured is limited asfollows: when the insured is an additional insured under d. This insurance does not apply on any basis to any other insurance. any person or organization for which cover- C. The following is added to Paragraph 8. Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by another endorsement to this Cover- in COMMERCIAL GENERAL LIABILITY CON- ago Part. DITIONS (Section IV): e. This insurance does not apply to the render- We waive any rights of recovery we may have ing of or failure to render any "professional against any parson or organization because of services", payments we make for "bodily injury", "property f. The limits of Insurance afforded to the addi- damage" or "personal injury" arising out of "your tional insured shall be the limits which you work" performed by you, or on your behalf, under agreed In that "contract or agreement requir- a "contract or agreement requiring insurance"with ing insurance" to provide for that additional that person or organization. We waive these insured, or the limits shown in the Declare- rights only where you have agreed to do so as tions for this Coverage Part, whichever are part of the"contract or agreement requiring Insur- less. This endorsement does not Increase the ante" with such person or organization entered limits of insurance stated in the LIMITS OF into by you before, and in effect when, the "bodily CG D3 81 09 07 0 2007 The Travelers Companles, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,wills its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily Injury" and sonal injury" offense Is committed. 'properly damage" occurs, and the "personal in- D. The following definition is added to DEFINITIONS jury"is caused by an offense committed: (Section V): a. After you have entered into that contract or "Contract or agreement requiring insurance" agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c. Before the end of the policy period. 'll I Page 2 of 2 ©2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office,Inc.,with Its permission REQUEST FOR MAYOR'S SIGNATURE T Please Fill in All Applicable Boxes ELu'irued by Director Originator's Name: Mark Madfai Dept Div. Engineering_ Extension: 5521 Hate Sent: 3/ref Date Required: 4/t � i Return to: Nancy Yoshitake CONTRACT TERMINATION DATE: 12/31/15 VENDOR. Otak, Inc, DATE OF COUNCIL APPROVAL. N/A ATTACH THE COUNCIL MOTION SHEET FOR THE MAYOR - if applicable Brief Explanation of Document: The attached agreement is for Otak to provide design services for landscape plantings and landscape irrigation for the Kent Regional Trails Connector project. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department)'.. Received: Approval of Law Dept 1 , ; l ' r Law Dept. Comments F Date Forwarded to Mayor: t Shaded Areas To Be Completed By Administration Staff Received; I ii Recommendations and Comments: Disposition: Date Returned: