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HomeMy WebLinkAboutPW16-410 - Original - KBA, Inc. - 108th Ave SE & SE 208th St Intersection Improvements - 11/22/2016 "A �Mv W ASHINOTON (} yr( Document Y 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: KBA, Inc. Vendor Number: JD Edwards Number Contract Number: WJU - LJI This is assigned by City Clerk's Office Project Name: 108t' Ave SE & SE 2081" St. Intersection Improvements Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: Date-Qf-thQ-A r'S" t4Jre Termination Date: 12/31/17 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Eric Connor Department: Engineering Contract Amount: $130,500.00 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Provide Construction Management services for the project. As of: 08/27/14 Local Agency A&E Professional Services Negotiated Hourly bate Consultant Agreement Agreement Number: LA 7963 Firm/Organization Legal Name (do not use dba's): KBA, Inc. Address Federal Aid Number 11201 SE 8th St., Suite 160, Bellevue,WA 98004 HSIP-0515 (014) 11131 Number Federal TIN or SSN Number 601-426-427 91-1581416 Execution Date Completion Date December 31, 2017 1099 Form Required Federal Participation ❑ Yes /❑ No Yes ❑ No Project Title 108th Ave. SE (SR 515) and SF_208th St. Intersection Improvements Description of Work The Consultant shall provide Construction Management Services for the Project. The Project consists of installing an additional soutbbound to eastbound left-tuna lane on SR 515 including the removal and construction of approximately 1,060 linear feet of cement concrete curb and gutter, street trees, 700 square yards of sidewalk, driveways and relocating approximately 890 square feet of rockery. Also included is channelization and traffic signal modification including loops. ❑ Yes ❑ No DBE Participation Maximum Amount Payable. $ 130 500.00 Yes /❑ No MBE Participation Yes 0 No WBE Participation ❑ Yes 0 No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit-1-3 DBE-Darti6paian N/A Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents €_�ihlt_H Nl4 E A-4 N/A Fxliibit J Consultant Claim Procedures Agreement Number: LA 7963 Loca/AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 14 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"CONSULTANT." 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. General 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 General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements f' i 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, 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 7963 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14 I 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 on behalf of the AGENCY of any such instruments of service, not occurring as a part 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: Eric Connor Name: Sam Schuyler Agency: City of Kent Agency: KBA, Inc. Address: 220 4th Ave. S. Address: 11201 SE 8tb St., Suite 160 City: Kent State: WA Zip: 98032 City: Bellevue State: WA Zip: 98004 Email: EConnor@KcntWA.gov Email: sschuyler@kbacm.com Phone: (253) 856-5533 Phone: (425) 455-9720 Facsimile: (253) 856-6500 Facsimile: (425) 455-9732 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 conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must 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. Agreement Number: LA 7963 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 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.ech-.gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct(Raw) Labor, indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year end(FYE) date. The direct(raw) labor rates and classifications, as shown on Exhibits "D" and"E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date)upon written request of the CONSULTANT or the AGENCY. The written request roust be made to the other party within ninety(90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and"E", will remain in effect for the twelve (12)month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct(raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct(raw) labor rates and classifications that will be applicable for the twelve (12) month period. The fixed fee as identified in Exhibits "D" and"E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rates under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgement. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Ninnber: LA 7963 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 B. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and all revisions thereto. Air, train and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs."The billing for Direct Nolr-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (L) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT, D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit"D," including names and classifications of all employees, and billings for all direct non- salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. E. 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 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. F. 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 out 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. An interim or 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 7963 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 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 part 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 RCW 39.04.250 and RCW 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 perfonmance 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. VII. 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 1 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 7963 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14 VIII. 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 CFR 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 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 i 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 perfonn 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 in accordance with the termination for other than default clauses listed previously. Agreement Number: LA 7963 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 14 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 CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key persormel 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 tennination 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 XI11"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. lithe parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the event that either party deern 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 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 Agreement Number: LA 7963 LocalAgency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14 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, nndernnify, 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, then 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 G improper appropriation or use of trade secrets, patents,proprietary information, know-how, copyright rights or inventions resulting fron 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, i or any other persons for whom the CONSULTANT may be legally liable. i 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 tenninate 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. 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 by 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. i Agreement Number: LA 7963 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14 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. 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: Eric Connor Agency: City of Kent Address: 220 4th Ave. S. City: Kent State: WA Zip: 98032 Email: EConnor@KerrtWA.gov Phone: (253) 856-5533 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 TX "Termination of Agreement" of this AGREEMENT, shall be limited to the accuinulative amount of the authorized AGREEMENT 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 to 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 thud party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under 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. ill Agreement Number: LA 7963 LocalAgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 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 terns 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 frorn 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. 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 in AGREEMENT'S over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III"General Requirements"prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: LA 7963 LocalAgencyA$E Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 14 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 and AGENCY 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 States 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 7963 Local AgencyA&E Professions!Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 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. "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 Linder 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("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENTS, 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. Agreement Number: LA 7963 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 For purposes of this AGREEMENT, "EST means any and all computer data or electronic recorded media of any land, 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. ES1 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 EST is normally created, viewed, and/or modified. The CONSULTANT shall include this section XX "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. Signature KBA, Inc; Date Kristen A. Betty, President G;v 'jam Signature City of Itenf Date' Suzette Cooke, Mayor Any modification, change, or reformation of this AGREEMENT sha11 require approval as to form by the Office of the Attorney General. A&7ccmentNumber: LA7963 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 Exhibit A Scope ®f Work Project No. HSTP-0515 (014) See attached. Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 KBA, Inc. November 3, 2016 EXHIBIT A SCOPE OF SERVICES Construction Management Services for 1081h Avenue SE(SR 515) and SE 208r" Street Intersection Improvements Federal Aid Number: HSIP-0515 (014) City of Kent Project No. 12-3006 KBA, Inc. (Consultant)will provide Construction Management (CM) services to the City of Kent (Agency), for the Project known as 1081h Avenue SE(SR 515) and SE 208t8 Street Intersection Improvements (Project). These services will include consultation, Resident Engineer/field observation, and documentation, as required during the construction of the Project, as detailed below. Project Description: The project consists of installing an additional southbound to eastbound left-turn lane on SR 515 including the removal and construction of approximately 1,060 linear feet of cement concrete curb and gutter, street trees, 700 square yards of sidewalk, driveways and relocation approximately 890 square feet of rockery. Also included is channelization and traffic signal modification including loops. The Designer of Record on this project is the City of Kent (Designer). I. CONSTRUCTION MANAGEMENT SERVICES A. Consultant Contract and Team Management. Provide overall day-to-day management of the consultant contract and team, including: 1. Decide on best modes and frequency of communication with Agency/Designer, and use them. Coordinate with Agency on a regular basis to discuss Project issues and status. 2. Manage Consultant Team, comprised of Consultant's staff. Organize and layout work for Consultant Team. 3. Review monthly expenditures and Consultant Team scope activities. Prepare and submit to Agency monthly, an invoice and progress report describing Consultant Team services provided that month. Prepare and submit reporting required by funding source(s), if any. 4. Communication on consultant contractual issues and day-to-day construction activities and issues will be directly between the Consultant and the Agency. The Agency will be an active member of the Project team, consulted on design issues, and will be provided with information affecting Project progress. Deliverables Y Monthly invoices and progress reports B. Preconstruction Services 1. Review Contract Documents to familiarize team with Project requirements. a. Communication and coordination between the CM Team, Agency/Designer and other stakeholders b. Project procedures and forms c. Document control system 2. Organize and lead preconstruction conference: a. Prepare and distribute notices. b. Prepare agenda. c. Conduct the meeting. LL W SERDATA1Cont.ctsWWKBA-188th C1-Exh Adocx 1 of 6 KBA, Inc. November 3, 2016 d. Prepare and distribute meeting notes to attendees and affected agencies. 3. Provide one set of preconstruction photographs and video. Deliverables • Preconstruction Conference Notice, Agenda, and Notes • Preconstruction photos, digital files on electronic storage medium C. Construction Phase Services — Contract Administration 1. Liaison with the Agency/Designer, construction contractor, appropriate agencies, property owners, and utilities. 2. Schedule Review: a. Review construction contractor's schedules for compliance with Contract Documents. b. Monitor the construction contractor's conformance to schedule and require revised schedules when needed. Advise Agency of schedule changes. 3. Progress Meetings. Lead regular(usually weekly) progress meetings with the construction contractor, including Agency pre-briefing. Prepare weekly meeting agenda and meeting notes, and distribute copies to attendees. Track outstanding issues on a weekly basis. 4. Manage Submittal Process. Track and review, or cause to be reviewed by other appropriate party, work plans, shop drawings, samples, test reports, and other data submitted by the construction contractor, for general conformance to the Contract Documents. 5. Record of Materials. Provide Record of Materials indicating anticipated material approvals, material compliance documentation, and materials testing requirements. Maintain records of material compliance documentation received and advise of any known deficiencies. 6. Prepare weekly statement of working days and distribute to the Agency and Contractor. 7. Manage RFI (Request for Information) process. Track and review/evaluate, or cause to be reviewed/evaluated by other appropriate party, RFIs. Manage responses to RFIs. 8, Change Management. Evaluate entitlement, and prepare scope, impact, and independent estimate for change orders. Facilitate resolution of change orders. 9. Monthly Pay Requests. Prepare monthly requests for payment and/or review payment requests submitted by the construction contractor. Review with Agency and construction contractor, and recommend approval, as appropriate. 10. Evaluate construction contractor's Schedule of Values for lump sum items. Review the Contract Price allocations and verify that such allocations are made in accordance with the requirements of the Contract Documents. 11. Prevailing Wage Monitoring: a. Monitor Payroll Compliance. Review Statements of Intent to Pay Prevailing Wage against the Contract Document requirements. Collect, record, and check weekly certified payrolls and conduct on-site wage interviews, both at a frequency documented in the CM Plan. 12. Assist the Agency in the investigation of malfunctions or failures during construction. 13. Public Information. Provide information for Agency to prepare media communications and public notices on Project status. Provide information for Agency's inclusion into a Project website and/or newsletters, if requested. 14. Record Drawings. Review not less than monthly, the construction contractor's redline set of contract plans. Maintain a CM Team set of conformed drawings tracking plan changes, U:W SERDATA1ContraclsXBAUBA-1061h C1-Exh A.docx 2of6 KBA, Inc. November 3, 2016 location of discovered anomalies and other items, as encountered by the CM team. Use these markups to check the progress of the Contractor-prepared Record Drawings. 15. To comply with Article XIX. Protection of Confidential Information of the LAG Agreement, 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, 16. Project Closeout. Prepare Letters of Substantial (including punch list), Physical, and Final Completion for Agency approval and signature. Prepare final pay estimate for Agency approval and processing. Agency Deliverables • Schedule Review Comments • Meeting Agendas and Notes • Weekly Statement of Working Days • Submittal Log • Record of Materials • RFI Log • Change order(s) • Certificates of Completion D. Construction Phase Services — Field 1. Observe the technical conduct of the construction, including providing day-to-day contact with the construction contractor, Agency, utilities, and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the WSDOT/APWA Standard Specifications. 2. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the Agency of any non-conforming work observed during site visits. 3. Prepare daily construction reports, recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. 4. Interpret Contract Documents, in coordination with Designer. 5. Evaluate issues which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. 6. Establish communications with adjacent property owners. Respond to questions from property owners and the general public. 7. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. 8. Prepare field records and documents to help assure the Project is administered in accordance with funding agency requirements. 9. Attend and actively participate in regular on-site meetings. 10. Take periodic digital photographs during the course of construction. Photographs to be labeled and organized as detailed in the CM Plan. 11. Punch List. Upon substantial completion of work, coordinate with the Agency and affected agencies, to prepare a 'punch list' of items to be completed or corrected. Coordinate final inspection with those agencies. U:W8ERDATMConirec1s\KBAIK8A-108th Ct-Exh A.doax 3of6 KBA, Inc. November 3, 2016 Deliverables • Inspector Daily Construction Reports with Project photos—submitted on a weekly basis • Punch List(s) E. Assumptions 1. Budget: a. Staffing levels are anticipated in accordance with the attached Exhibit D - Estimate. This is intended to span the pre-construction period and the construction duration for this Project of 105 contractor working days, plus minimal time allotted for Project setup and closeout. Overtime has not been figured into the budget. b. Consultant will work up to the limitations of the authorized budget. If additional budget is needed to cover such instances as the following, Agency and Consultant will negotiate a supplement to this Agreement: I. The level of effort changes from what is estimated in the attached Exhibit D and Exhibit E. ii. Adjustment of Consultant Indirect Cost Rate (ICR) percentage pursuant to the terms as outlined in Section V.A.2 of the LAG Agreement. iii. Any added scope tasks. iv. The work is anticipated to be performed during daytime hours. Should night work be necessary, a 15 percent shift differential for labor will be applied to all night shift hours worked. c. The budget allocations shown in Exhibit D are itemized to aid in Project tracking purposes only. The budget may be transferred between people, or between labor and expenses, provided the total contracted amount is not exceeded without prior authorization. d. Exhibit D— Estimate was prepared using an averaged bill rate for each job classification. Consultant will invoice actual direct salary cost (DSC) rates for assigned project staff. Actual bill rates will not exceed the not-to-exceed (NTE) rates shown in Exhibit D. e. The budget assumes that Consultant's standard forms, logs, and processes will be used. Any customization to meet specialized Agency requirements will be Extra Work. 2. Items and Services Agency will provide: a. Meeting arrangements and facilities for pre-construction meetings. Prepare and distribute meeting notes from pre-bid meeting(s), if any. b. Office space within Agency offices, to include: I. Work station (desk, chair, and storage)for one staff H. Conference table and chairs iii. access to combination printer/copier/scanner machine with these capabilities: 11x17 size, color iv. hi-speed data connection (minimum 2-GB upload speed) v. miscellaneous office supplies vi. utilities and sanitary facilities c. Document Control. City to provide project administration. d. Retain Engineer of Record for shop drawing review, RFIs, design changes, and final record drawings. e. Coordination with and enforcement of utility franchise agreements and/or contracts and schedules for services related to this Project. UAUSERDATAVCon"ut,9WBAXBA-108th C7-Exh A.doc 4of6 � KBA, Inc. November 3, 2016 f. Verify that the required permits, bonds, and insurance have been obtained and submitted by the construction contractor. Obtain all permits not required to be provided by construction contractor. g. Construction Survey. Provide project control survey and staking that is not already assigned to the construction contractor. 3. Scope: a. Consultant will provide observation services for the days/hours that its' Resident Engineer/lnspector(s) personnel is/are on site. The RE/inspector will not be able to observe or report construction activities, or collect documentation, during the time they are not on-site. b. The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not they are performing the work in accordance with the Contract Documents; in case of noncompliance, Consultant will reject non-conforming work and pursue the other remedies in the interests of the Agency, as detailed in the Contract Documents. The Consultant cannot guarantee the construction contractor's performance, and it is understood that Consultant shall assume no responsibility for proper construction means, methods, techniques, Project site safety, safety precautions or programs, or for the failure of any other entity to perform its work in accordance with laws, contracts, regulations, or Agency's expectations. c. Definitions and Roles. The use of the term "inspect" in relation to Consultant services is synonymous with "construction observation, and reference to the "Inspector" role is synonymous with "Field Representative," and means: performing on-site observations of the progress and quality of the Work and determining, in general, if the Work is being performed in conformance with the Contract Documents; and notifying the Agency if Work does not conform to the Contract Documents or requires special inspection or testing. Where "Specialty Inspector"or"specialty inspection" is used, it refers to inspection by a Building Official or independent agent of the Building Official, or other licensed/certified inspector who provides a certified inspection report in accordance with an established standard. d. Because of the prior use of the Project site, there is a possibility of the presence of toxic or hazardous materials. Consultant shall have no responsibility for the discovery, presence, handling, removal or disposal of toxic or hazardous materials, or for exposure of persons to toxic or hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB), or other toxic substances. If the Consultant suspects the presence of hazardous materials, they will notify the Agency immediately for resolution. e. Review of Shop Drawings, samples, and other submittals will be for general conformance with the design concept and general compliance with the requirements of the contract for construction. Such review will not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. f. Any opinions of probable construction cost provided by the Consultant will be on the basis of experience and professional judgment. However, since Consultant has no control over competitive bidding or market conditions, the Consultant cannot and does not warrant that bids or ultimate construction costs will not vary from these opinions of probable construction costs. g. Development of construction schedules and/or sequencing, and/or reviewing and commenting on contractor's schedules, is for the purpose of estimating number of days to complete a project, and for identifying potential schedule and coordination challenges and determining compliance with the construction contract. It is not a guarantee that a U:WSERDATM\ .facts\KBXKBA-1001h C1-Exh A.docx 5of6 KBA, Inc. November 3, 2016 construction contractor will complete the Project in that sequence or timeline, as means and methods are the responsibility of the construction contractor. h. Consultant is not responsible for any costs, claims or judgments arising from or in any way connected with errors, omissions, conflicts or ambiguities in the Contract Documents prepared by others. The Consultant does not have responsibility for the professional quality or technical adequacy or accuracy of the design plans or specifications, nor for their timely completion by others. I. RCW 4.24.115 is applicable to Consultant's services provided under this Agreement. j. Services provided by the Consultant under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances, in the same geographical area and time period. k. Agency agrees that Consultant will not be held liable for the completeness, correctness, readability, or compatibility of any electronic media submitted to Agency, after an acceptance period of 30 days after delivery of the electronic files, because data stored on electronic media can deteriorate undetected or can be modified without Consultant's knowledge. I. Consultant will not be liable for any damage to the City provided office premises or utilities provided by Agency, unless caused by Consultant's own negligence. m. Regarding Article XIX. Protection of Confidential Information, of the LAG Agreement, KBA will perform services under the following assumptions, and such assumptions are assumed acceptable to the AGENCY and the STATE: The AGENCY and/or the STATE will identify each and any item considered to be"State's Confidential Information" as "confidential", as detailed below. Any information received by CONSULTANT that is not so labeled, will be assumed by CONSULTANT to not be "State's Confidential Information". CONSULTANT will return all items pre-identified as State's Confidential Information, to the AGENCY, and will not be required to take any other steps to protect that information. II. OPTIONAL SERVICES All services not detailed above, are considered Optional Services, which, along with any other Extra Work requested by the Agency, will be performed only when a mutually negotiated Supplement to this Agreement is executed, specifying scope of services and budget. UAUSERDATAIConVecWKBAUCBA-1081h C1-Exh A.docx 6 of 6 i Exhibit Preparation and Delivery of Electronic Engineering and Other Data Tn this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design &Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A it C. Computer Aided Drafting Files N/A Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant N/A E. Specify the Electronic Deliverables to Be Provided to the Agency See Exhibit A - Scope of Work F. Specify What Agency Furnished Services and Infoirnation Is to Be Provided See Exhibit A - Scope of Work Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 II. Any Other Electronic Files to Be Provided See Exhibit A - Scope of Work III. Methods to Electronically Exchange Data On-going Project correspondence will be provided via e-mail and hard copy format during the life of the consultant agreement. Deliverables will be provided via hard copy, and electronic records on electronic storage medium at closeout. i it WSDOT Form 140-089 EF Exhibit C Page 3 of 4 II!, A. Agency Software Suite Microsoft Office Suite B. Electronic Messaging System Microsoft Outlook C. File Transfers Format f At project completion,hard copy records will be transferred to Client, and electronic records will be transferred via electronic storage medium(thumb drive or DVD). l' WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Exhibit D Prime Consultant Cost Computations See attached. Agrcement Number LA 7963 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 ® 75 0] o g g B m W M V W o M o rn m v LLJ N d d d � I N i m (00 ` f00 O nMJ M r � O M � m O m OMi V V Y m e OM 0 O ti mg U a d E sinpei4 N e os' w � w N o N �n rn ''�•+ N r o 0 0 0 o r m r �n- � vu� rn caoo -arp W v CD v� ou� o m � �- cv sjnOH jO s o v v F NM mvmom � rn: m u01jeuluglap.; p3 V N � � I 12 T 3 1n Y7 6) U u p) O r � � N d H ~ O O O LL O I"' V3 V3 fR O 6?f9 fA EA f9 W fA E9 fR df � Q �n � Z w 0 0 0 0 •. 0 0 0 0 e e E O K (nLL OWN Z6?fA� Z �6..� (OOVM 6J O N � � Z d G N m E .. _ `° Y o m zz o 0 ? or � a� a � o- O d m O. UYUDd o O' a y U g W. L° a N 'EUOm U UUO Z O i C i= dU¢ o Dw 75 U1L•1-1-J O w CO wu U OQ m lL E vmCm QJQhZ mO W U o J N w o 0 E ¢ aLL' U d :� U K U o ;a 0. W O 2 �w ¢ - movd oow LLt h 0 L ..+ AMh Transportation BLIUding lHashington �Nate 310 Maple Park Avenue S,E, R MR of TVFWSP0VtaUc)k1 RO.Box 47300 Olympia,WA 98504-7300 Lynri Peterson 360-705-7000 Secretary of Transportation TTY: 1-800-833-6388 WvAq,wsdotsmgov June 20, 2016 KBA, Inc. 11201 SE 8"' Street, Suite 160 Belle-,luo, WA 98004-6455 Subject: Acceptance FYE 2015 ICR Risk Assessment Review Dear Mr. Thad Vesely: Transmitted herewith is the WSDOT Audit Office's memo of "Acceptance" of your firm's FYE 2015 Indirect Cost Rate (ICR) of 169,04% of direct labor for the Home Overhead and 139.41% of direct label- for the Field Overhead. Your ICR acceptance is in accordance with 23 CFR 172.7 and must be updated on an annual basis. This rate will be applicable for: WSDOT Agreements Local Agency Contracts in Washington State only Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. Tilis was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7104 or via ell-jail coil sul tanVate,;0( -dnt.wa. ov. Reg ards; ICN��lq R. Manager, Consultant Services Office EKJ:knis Acceptance ICR Audh Office,Review CWashington State AP Department of Transportation Memorandum DATE June 16, 2016 TO: Erik Jenson, Contracting Services Manager FROM: Sch;)txie Harvey, A&ecineiit Compliance Audit Manager-07-� SUBJECT: IQA, Inc. Indirect Cost Rate for Fiscal Year Ended December 31, 2015 We are accepting the KBA, Inc.proposed rate of 169,04% of direct labor foil the Home Overhead and 139,41% of direct labor for the Field Overhead based on our risk assessment process. KBA provided F14WA Certificate of Final Indirect Costs indicating all costs included in the indirect cost rate schedule are in compliance with Federal Acquisition Regulations (FAR), Subpart 31. We did not complete a review for this firm. Costs billed to agreements will still be subject to audit of actual costs, based on the torn-is and conditions of the respective agreement. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the Indirect Cost Rate. If you have any questions,feel free to call me at (3 60) 705-7006, or via email at liarvevs Qwsd t.wa.i-,ov co: Steve,McKerney File II DOT Form 70MOD Er RW ed5199 I Certification of Final Indirect Costs Firm Name: KDA,Inc. t I Indirect Cost Rate, Proposal; 14o,eo Date of Proposal Preparation (mm/dd/yyyy):o5its12ois i Fiscal Period.Covered(mmldd/yyyy to mm/dd/yyyy):01to112016 to tzr3tr201e 1,•the undersigned, certify that I have reviewed the proposal to establish final Indirect cost rates for the fiscal period as specified above and to the best of m)+knowdedge and belief.' 'i.)All costs included in this proposal to astablish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations(FAR) of title 48, Code of Federal Regulations(CFR),part 31, 4� 2.) 'This proposal does not Include any costs which are expressly unallowable under the cost principles of the FAR of 48 OFF?81. All known material transactions or events that have occurred affectinq the floes ownership, organization and indirect cost rates have bean disclosed. Y Signature: r/ — Name of Certifying Ofr ciar(Print):Kristen Betty Title: President Date of Certification(mm/dd/yyyy): o6/13i2ote "The"Certifying Official"must be an Individual executive or financial offlcer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent,who has the authority to represent the financial Information utilized to establish the Indirect cost rate for use under Agency contracts, Ref.FHWA Directive 4470.1A available on line at: htto'ilwww.fhwa.dot.aov/leusreosidirectiveslorders/44701a li-Im f 0/9 Certification; Nov 2010 _I Exhibit 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. II i' Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Exhibit Title Vl 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 Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under 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 7963 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Exhibit G Certification Documents Exhibit G-I(a) Certification of Consultant Exhibit G-I(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 Fmids for Lobbying �lii'3 �E 4 Ceti.etr�ef Ca�nent Cu? o�Dr-iEr '�ata N/A i Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KBA, Inc. whose address is 11201 SE 8th St., Suite 160, Bellevue, WA 98004 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 i c) Paid, or agreed to pay, to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway finds, and is subject to applicable State and Federal laws,both criminal and civil. KBA, Inc. Consultant(Firm Name) Ii Signature(Authorized Offi I of C nsultant) Date Kristen A. Betty, PresiiAen ill Agreement Number: LA 7963 WSDOT Form 140.089 EF Exhibit G Page 1 of 1 Exhibit G-1(b) Certificattion of I hereby certify that I am the: 0 Agency Official ❑ Other of the City of Kent and KBA, Inc. 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 fine or person; or b) Pay, or agree to pay, to any finn,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 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. Signature City of Pent, Date/ Suzette Cooke;Mayor II Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred, suspended, proposed for debannent, 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. I II. 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. KBA, Inc. Consultant(Firm Name) zz Signature(Authorizelfb 'al of C itant) Date Kristen A. Betty,%Presi nt Agreement Number: LA 7963 INSOOT Form 140-089 EF Exhibit G Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies,by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or 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 j 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. KBA, Inc. Consultant(Firm Name) 2 e) Signature(Authorized QAcia f Con`sn nt) Date Kristen A. Betty, Presi Jen Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 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 finn that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; I • 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 finds. 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 clai n. 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 7963 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 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 summary 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 Public 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 W SDOT 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. II I Agreement Number: LA 7963 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 REQUEST FOR MAYOR'S SIGNATURE ® ,}t)p rS, u ���5, .}la?t S,ta o3i-"—i �T Routing Information: ? (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) p'r Approved by Director rL=1 f Originator: rIC;�OC1r10r Phone (Originator): 5533 ✓ Date Required: Date Sent: Return Signed Document to; Contract Termination Date: 1� 31 17 g Nancy Yoshtake � VENDOR NAME: Date Finance Notified: �/ � {Only required.on contracts 16 KBA, Inc. $20,000 and over or on any Grant DATE OF COUNCIL APPROVAL: 1 /15/16 Date Risk Manager Notified:N/A Re uired on Non-City Standard Contracts/Agreements) Has this Document been Specific It Account Number: R20067 Authorized in the Budget? e YES NO Brief Explanation of Document: The attached agreement is for'KBA to provide construction management services for the 108th Ave, SE and SE 208th St. Intersection Improvements Project, d u1Wa§.R y n 6 / rya s ust Be Routed Through The Law Department (This area to be completed by the Law Department) I Received: f Approval of Law Dept.. Date t Shaded Areas To Be Completed By Administration Staff Received; r Recommendations andf Comments: yA hwr ZY ;e Disposition: 7) f tN'6d 4, C Date Returned: p omsl o nen s u e9uest or °Yw OraNmaon f Agenda Item: Consent Calendar - 7L w. „pro, TO: City Council DATE: November 15, 2016 SUBJECT: Consultant Services Agreement with KBA, Inc. for 108/208th Street Intersection Project - Authorize MOTION: Authorize the Mayor to sign a consultant services agreement with KBA, Inc., in an amount not to exceed $130,500, to provide construction management services for the 108th Ave SE (SR 515) and SE 208th St intersection improvements project, subject to final terms and conditions acceptable to the city attorney and public works director. SUMMARY: The 108th/208th Intersection Improvements Project is located at the intersection of 108th Ave SE and SE 208th St. This is a federally-funded project that will provide a new southbound to eastbound left turn lane on 108th Ave SE at SE 208th St. Construction engineering staff are busy managing multiple, ongoing projects; therefore we need to contract with a consultant to provide a resident engineer to work with City staff and manage the construction of this project, Through our selection process we have selected KBA, Inc. to provide this resident engineer. KBA is a construction management consultant based in Bellevue that specializes in managing federally-funded capital improvement projects. City staff will work with KBA to perform all project administration from inception to final closeout. EXHIBITS: Consultant Agreement RECOMMENDED BY: Public Works Committee YEA: Fincher, Boyce, Ralph NAY: BUDGET IMPACTS: The project will be paid for with a $700,000 grant from the Washington State Department of Transportation through its Highway Safety Improvement Program, a federal grant for $419,920 and approximately $200,000 in Transportation Impact Fees. ill Client#: 322877 KBAINC ACORD,. CERTIFICATE ®F LIAEILITY INSURANCE Dar 11/281201628/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)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), PRODUCER CONTACT NAME: Kibble&Prentice,a USI Co PR PHONE 206 441.6300 610-362-8528 AIC IL Ext: AIC No 601 Union Street,Suite 1000 ADDRESS: PL.CertRe uest usl.blz ADORES$: q Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company of 25682 INSURED INSURER e:Travelers Casualty and Surety C 31194 KBA,Inc. INSURER C:Charter Oak Fire Insurance Comp 25615 11201 SE 8th Street,Suite 160 INSURER 0 Bellevue,WA 98004 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. INSR ADDL SUa POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICYNUMBER MMIDDIYYYY MM/OO/YYYY LIMITS li A rMERCIAL GENERAL LIABILITY 6808564X346 05/10/2016 05110/2017 EACH OCCURRENCE $11000000 CL PREM AIMS-MADE OCCUR ISES Ea owurtence $1,000,000 VIED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 POLICY rx]J CT 7 LOC PRODUCTS-COMPIOP AGO $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY BA8570X17A 05/10/2016 05110/2017 COMBINED SINGLE LIMIT 1,000,OOD Esaccident) $ X ANYAUTO BODILY INJURY(Per person) $ ALL OWNED F7 SCHEDULED BODILY INJURY(Per eWd.rt) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE S AUTOS Peraaltlent S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTION$ _ $ A WORKERS COMPENSATION 6808564X346 05/10/2016 05/10/2017 STA U E X OTH AND EMPLOYERS'LIABILITY ANY PROPRIETOWPARTNEWEXECUTIVE YIN (WA Stop Gap) E.L.EACH ACCIDENT $1,000000 OFFICENMEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-FA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional 106507753 05/10/2016 05110/2017 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 1D1,Addi onal Remarks Schedule,maybe attached If more space Is required) RE: Project#BP16.118-01, City of Kent Project#12.3006, LAG#LA 7963,Federal Aid#HSIP-0515(014), 108th Ave.SE(SR 515)and SE 208th St. Intersection Improvements. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to The State of Washington,the City of Kent,and their officers, employees,and agents, only when there is a written contract that requires such status,and only with (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Eric Connor ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Avenue,S. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2074 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S19336159/M17821876 DZKZP I, DESCRIPTIONS (Continued from Page 1) regard to work performed on behalf of the named insured.The General Liability policy contains a special endorsement with Primary and Noncontributory wording,when required by written contract.The General '.. Liability and Automobile Liability policies include a Waiver of Subrogation endorsement in favor of Additional Insured as referenced above. I SAGITTA 25.3(2014101) 2 of 2 #S19336159/M17821876 i i Policy #6808564X346 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 III) for this Coverage (Section II): Part. Any person or organization that you agree in a 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 add!- 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- ance 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 as follows: 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- age 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 person 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 Declara- 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 ance" 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 8109 07 C 2007 The Travelers Companies,Inc. Page 1 of 2 Includes the copyrighted material of Insurance services Office,Inc.,with its permission Ia COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal Injury"offense is committed. "property 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. �I Page 2 of 2 0 2007 The Travelers Companies,Inc. CG D3 8109 07 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission Policy #BA8570X17A COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any Injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage Is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following Is added to Paragraph Al., Who Is your business. An Insured,of SECTION II—COVERED AUTOS 2. The fallowing replaces Paragraph b. in B.S., LIABILITY COVERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that Is signed and age, the following are deemed to be cov- executed by you before the "bodily Injury" or ered "autos"you own: "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire, during the policy period, to be named as an addi- rent or borrow;and tional Insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (2) Any covered "auto" hired or rented by this Insurance applies and only to the extent that your "employee" under a contract in person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section II. related to the conduct of your busl- B. EMPLOYEE HIRED AUTO ness. 1. The following is added to Paragraph A.1., However, any"auto"that Is leased, hired, Who Is An Insured, of SECTION 11 — COV- rented or borrowed with a driver Is not a ERED AUTOS LIABILITY COVERAGE: covered"auto". An "employee" of yours Is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following Is added to Paragraph A.1.,Who Is under a contract or agreement in an "em- An Insured,of SECTION 11—COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 02015 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance services Office,Inc.with Its permission. COMMERCIAL AUTO i Any"employee"of yours is an "insured"while us- (2) An adjustment for depreciation and physical Ing a covered "auto"you don't own,hire or borrow condition will be made in determining actual in your business or your personal affairs, cash value In the event of a total"loss". D. SUPPLEMENTARY PAYMENTS — INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for the 1. The following replaces Paragraph A.2.a.(2)of amount of betterment. SECTION II—COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned (2) Up to $3,000 for cost of bail bonds (in- covered "auto". cluding bonds for related traffic law viola- (5) This Coverage Extension does not apply to: tions) required because of an "accident" (a) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed with a driver; or these bonds. rah A.2.a. 4 of (b) Any "auto" that Is hired, rented or bor- 2. The fallowing replaces Paragraph P ( ) rowed from your"employee". SECTION II—COVERED AUTOS LIABILITY COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT (4) All reasonable expenses incurred by the "insured" at our request, including actual The following replaces the first sentence In Para- loss of earnings up to $500 a day be- graph A.4.a., Transportation Expenses, of cause of time off from work. SECTION III — PHYSICAL DAMAGE COVER- AGE: E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of The following replaces Paragraph C.I. of SEC- $1,500 for temporary transportation expense in- TION 1—COVERED AUTOS: curred by you because of the total theft of a cov- 1. "Trailers" with a load capacity of 3,000 ered "auto"of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT—INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b. of SECTION III — PHYSICAL The following Is added to Paragraph AA., Cover- DAMAGE COVERAGE is deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE: Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age Is extended to "autos" that you hire, rent or The following is added to Paragraph AA., Cover. borrow subject to the following: age Extensions, of SECTION III — PHYSICAL (1) The most we will pay for "loss" to any one DAMAGE COVERAGE: "auto" that you hire, rent or borrow Is the Personal Property Coverage lesser of: We will pay up to $400 for "loss" to wearing ap- (a) $50,000; parel and other personal property which is: (b) The actual cash value of the damaged or (1) Owned by an"insured"; and stolen property as of the time of the (2) In or on your covered"auto". "loss";or This coverage only applies in the event of a total (c) The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age. Page 2 of 3 02015 The Travelers Indemnity Company.All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance services Office,Inc.with Its permission. COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the slons, of SECTION III — PHYSICAL DAMAGE time of the'loss"; COVERAGE: (b) Financial penalties Imposed under a Exclusion 3.a. does not apply to 'loss" to one or lease for excessive use, abnormal wear more airbags In a covered "auto'you own that In- and tear or high mileage; flate due to a cause other than a cause of "loss" set forth In Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the les- only: sor; a. If that "auto' is a covered "auto"for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or lease; and ranty;and c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one'loss". L. AUTO LOAN LEASE GAP The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, The following Is added to Paragraph AA., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: Auto Loan Lease GapCoverage for Private 5. Transfer Of Rights Of Recovery Against Others To Us Passenger Type Vehicles In the event of a total loss"to a covered"auto"of We waive any right of recovery we may have the private passenger type shown In the Schedule against any person or organization to the ex- or Declarations for which Physical Damage Cov- tent required of you by a written contract exe- erage is provided,we will pay any unpaid amount cuted prior to any "accident' or 'loss", pro- due on the lease or loan for such covered "auto' vided that the"accident'or"loss"arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract.The waiver applies only to the person or Coverage Section of the policy for that"auto; organization designated In such contract. and i CA T4 20 02 15 02015 The Travelers Indemnity company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services office,Inc,with its permission,