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HomeMy WebLinkAboutCAG2019-013 - Original - KBA, Inc. - S 228th St UPRR Grade Separation - 01/17/2019 ENT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. Vendor Name: KBA, Inc. Vendor Number (JDE): Contract Number (City Clerk) Category: Contract Agreement Sub-Category (if applicable): Q,tHrer..................._ __............._ ___... Project Name: S. 228th St. Union Pacific Railroad Grade Separation Ground Improvements & Embankments Contract Execution Date: ! P p Y Termination Date: 12/31/19 Contract Manager: Jason Barry Department: PW: Engineering Contract Amount: $467,960.00 Budgeted: ® Grant? Part of NEW Budget: ❑ Local: ❑ State: ❑ Federal: Related to a New Position: ❑ Basis for Selection of Contractor? Bid: ❑ RFP: ❑ Small Works Roster: ❑ Quotes: ❑ Approval Authority: ❑ Director ❑ Mayor ® City Council Other Details KBA,_II,nc (Consultant) will prgyido Construction ManagementggM) 4 __y,. project. The services will include services to the City of Kent (Aaencv)for Phase IV of the _ __wry„ consultation, contra . --- ........... .. ... .___ ...... - testing, as required during the construction of the Project. The proposed improvements include construction of a new bridge over the Union Pacific Railroad crossing at S. 228th Street in the vicinity of 76th Ave S through the City of Kent. Phase IV includes the installation of earthquake resistant water main, drilled shafts, and abutments for the bridge.The Designer of Record on this project is the City of Kent. HDR, Inc. is the Structural Engineer of Record and GeoEngineers is the Geotechnical Engineer of Record. Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: LA-9448 ......... ........... Firm/Organization Legal Name (do not use dba's) KBA, Inc ............... ....... Address Federal Aid Number 11201 SE Sth St, Suite 150, Bellevue,WA 98004 HLP-FMSIB-1216(005) ............. ........ ----------------- UBI Number Federal TIN or SSN Number 601-426-427 91-1581416 ---------------------- .........------------- Execution Date Completion Date 12/31/19 4-jF Form�-Required Federal Participation ❑ Yes [j] No M Yes ❑ No -—-- ------------ Project Title S. 228th St Union Pacific Railroad Grade Separation Ground Improvements & Embankments Description of Work KBA, Inc, (Consultant)will provide Construction Management(CM)services to the City of Kent (Agency) for Phase IV of the project. The services will include consultation, contract administration, field inspection, documentation, and material testing, as required during the construction of the Project. The proposed improvements include construction of a new bridge over the Union Pacific Railroad crossing at S. 228th Street in the vicinity of 76th Ave S through the City of Kent, Phase IV Includes the installation of earthquake resistant water main, drilled shafts, and abutments for the bridge. The Designer of Record on this project is the City of Kent. HDR. Inc. is the Structural Engineer of Record and GeoEngineers is the Geotechnical Engineer of Record. ❑ Yes- , - [C No DBE Participation Maximum Amount Payable: $467,960.00 ❑ Yes-- [E No MBE Participation ❑ Yes............ H No WBE Participation ❑ Yes F1 No SBE Participation Index of Exhibits Exhilhit A Scope of Work NA Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Lxhihit D Prime Consultant Cost Computations Exhilhit E Sub-consultant Cost Computations Exhibit F Title V1 Assurances Exhibit G Certification Documents 4nertase NA NA Exhibit J Consultant Claim Procedures Local Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourti,Rate Consultant Agreentem Revised 0212812018 Page I of 34 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 apart 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 fumish 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 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. Lncal Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourly Rafe Consultant Agreement Revised 0212812018 Page 2 of 14 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 finn 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 thisAGREEM ENT. In the absence of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the ws(IgLdiyersit:vcotiipliaiice.eotii program. Payment infonnation shall identify any DBE Participation.Non-minority, woman owned DBEs does not count towards UDBE goal attainment. 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 A011'NCY. 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: Deborah Ottum, Contracts Admlr. Manager Agency: City of Kent Agency: KBA, Inc. Address: 400 West Gowe St Address: 11201 SE 8th St, Suite 160 _. ..m.. _. .__...._ _..._w._.._.._,,.....,-_.........-...... ..............-.... City: Kent City: Bellevue .._...... ... ... - _........__........_ State: WA Zip: 98032 State: WA Zip: 98004 Email EConnor@KentWA.gov Email: dottum@KBAcm.com Phone: (253) 856-5533 Phone. (425) 214 5079 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. Local Agency A&E Professional Services Agreement Number LA,9448 Negotiated Hourly Rate Consullant Agreement Revised 0212812018 Palle 3 of 34 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 felt 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.ect}.gov). A. Hourly Rates: Hourly rates are comprised of the following elements- Direct (Raw) Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shalt 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 wi II 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 acknowledgment between the parties. Such final written acknowledgment 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 acknowledgment, 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 must be made to the other party within ninety (40) 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 (taw) 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 acknowledgment between the parties. Such final written acknowledgment 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 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 rate under this AGREEMENT, even Wwhen other components of die 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 he 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 acknowledgment. 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, Local agency A&E Prrrfessional Services Agreentenl Number LA-9448 Negotiated Hourly Rate Consultant A'greenient Revised 0212812018 Page 4 of 34 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 car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non-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 tinder 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 (1.) 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. Detailed statements shall support the monthly billings 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 clams 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. Local Agency A&E Professional Services Agreement Namber LA-9448 Negotiated Hourly Rate ConsultantAgreearent Revised 0212812018 !rage 5 of34 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 performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. 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, acid that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee, Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a frill- 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. Local Ageney A&R Professional Services Agreement Number LA-9448 Negotiated hourly Rate ConstdtantAgreement Revised 0212812018 Page 6 of34 Vill. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations; • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (Public Law (42 U.S.C. Chapter 21 Subchapter V § 100-259) 2000d through 2000d-4a) • American with Disabilities Act of 1990 (42 • Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 126 § 12101 et. seq.) 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 § • 49 CFR Part 26 794) • RCW 49.60.180 • Age Discrimination Act of t975 (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 AGREoEMENT. 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 thetime which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY, In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Local Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 7 of 34 The CONSULTANT shall, within 15 clays, 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 personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the teens of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT,or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII `Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of. this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit ".I". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XI I. 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 pats: 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 wham the CONSULTANT may he legally liable; provided that nothing herein shall require a CONSULTANT Local Agency A&EPrg1esvtonalServices Agreement Number LA-9448 Negotiated Hourly Rafe Consultant Agreement Revised 0212812018 Page 8 of 34 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 tic , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier, The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets. patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY'S, their agents', officers and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally Gable. 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. The Parties have mutually negotiated this waiver. 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 4€3 RCW. Local Agency A&E Projexviortal Services Agreement Number. LA-9448 Negatlaied HOmrly Rate Consultant Agreement Revlsed 0212812018 Page 9 of 34 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 l) 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 AIs 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: 400 West Gowe St -- - City: Kent. .. ..... ..... .. .. State: WA Zip: 98032.... Email: EConnor@KentWA.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 LY "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative 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 part, and no third 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. Local Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212g/1018 Page 10 of 34 XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEM ENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data fumished 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 "G4" 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 terns hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. 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. Local Agency A&EYrq/essional Services Agreement Number. LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 I-age 11 ol'34 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 State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the tern 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. Local Agency A&E Prafes'tiional Sen4res Agreement Number. LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 12 of 3d 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 rightfidly disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT, The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order Croni 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 CONSUL'I'ANT, 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 CONSULTANTI 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. Loral Agency A&E PraJesvionol Services Agreeinent Number LA-9448 Negotiated 11oarlp Rate Consrdtant Agreement Revised 0212'812018 Page 13 of 3J For purposes of this AGREEMENT, "ESP' means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESl may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it. enters into in relation to this AGREEMENT and bind the sub-consultant to its terns, 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. i it o L11f � ? 1 &gnatur� KBA,Inc. Date Kristen Overleese,President Signature Date City of Kent Dana Ralph,Mayor Any modificalion, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Local Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 14 of 34 Exhibit A Scope of Work Project No, HLP-FMSIB-1216(005) See Attached Local Agency A&E PruJiustonal Services Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 15 of 34 KBA, Inc. December 4, 2018 EXHIBIT A SCOPE OF SERVICES Construction Management Services for S. 2281 St. Union Pacific Railroad Grade Separation Project KBA, Inc. (Consultant)will provide Constructlon Management(CM)services to the City of Kent(Agency) for Phase IV of the project known as S. 228G1 St, Union Pacific Railroad Grade Separation. Phase IV is FHWA funded with Federal Aid No. HLP-FMSIB-1216(005). The services will include consultation, contract administration, field inspection, documentation, and material testing, as required during the construction of the Project, as detailed below. Project Description: The proposed improvements include construction of a new bridge over the Union Pacific Railroad crossing at S. 22blh Street in the vicinity of 761h Ave S through the City of Kent. The Project is being completed in 5 phases. Phases I, ll, and III were completed by the City. Phase IV includes the installation of earthquake resistant water main, drilled shafts, and abutments for the bridge. The Designer of Record on this project is the City of Kent. HDR, Inc. is the Structural Engineer of Record, and GeoEngineers is the Geotechnical Engineer of Record. I. CONSTRUCTION MANAGEMENT SERVICES A. Consultant Contract Management. Provide overall day-to-day management of the consultant contract and staff, including: 1. Decide on best modes and frequency of communication with Agency, Coordinate with Agency on a regular basis to discuss Project issues and status. 2, Manage Consultant Team comprised of Consultant's staff, subconsultants, and vendors. 3. Review monthly expenditures and Consultant Team scope activities. Prepare and submit to Agency monthly, an invoice and progress report describing CM services provided that month. 4. Communication on Consultant contractual issues will be with the Agency. Communication on day-to-day construction activities and issues will be directly between the Consultant's Field Team and the Agency s Resident Engineer. Deliverables M Monthly Invoices and progress reports S. Preconstruction Services 1. Assist Agency's Resident Engineer with organizing the preconstruction conference: a. Agency will prepare and distribute notices, b. Agency will prepare agenda. c. Agency will conduct the meeting. d. Consultant will prepare and distribute meeting notes to attendees and affected agencies. 2. Site Visit-Accompany Agency Resident Engineer and Designer on a plans-in-hand site visit to acquaint Consultant with the Project and site 3. 100% Stage Review-Final review of 100% Plans, Project Manual/Contract Provisions and Preliminary Engineer's Estimate, prior to going to Ad. This review will only be to ascertain continuity between the contract documents and is not intended as a full constructability review. 5rU'�rva➢�mrnlnnr,IwmWalrwwr�nRunliFfl.e"l.wr l.gl Ont;72MII ,r:VJ*hy74-201B 1204 d,mar 1 of 7 KBA, Inc. December 4, 2016 4. Provide detailed analysis of construction contractor's baseline schedule and provide report to Agency. This assumes one meeting to discuss report of findings. 5. Consultant will provide one set of preconstruction photographs. Deliverables a Preconstruction Conference Notes + 100% Stage Review Report • Schedule Review Report Preconstruction photos, digital files on electronic storage medium C. Construction Phase Services —Contract Administration 1. Assist in coordination with Agency's Resident Engineer, construction contractor, Designer, appropriate agencies, property owners, and utilities. 2. Schedule Review: a. Review of construction contractor's schedules for compliance with Contract Documents. b. Monthly monitoring of the construction contractor's schedule for conformance to the baseline schedule. Require revised schedules when needed. Advise Agency of schedule changes. 3. Progress Meetings. Participate in regular(usually weekly) progress meetings with the Agency and construction contractor, Prepare weekly meeting notes and distribute copies to attendees. Track outstanding issues on a weekly basis 4. Facilitate 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 and maintain Record of Materials indicating anticipated material approvals, material compliance documentation, and materials testing requirements. Maintain records of material compliance documentation received and advise Agency Resident Engineer and construction contractor of any known deficiencies. 6. Assist Agency in preparing Weekly Statement of Working Days and distribute to the Agency and Contractor. 7, Manage Request for Information(RFI) process. Track and review/evaluate, or cause to be reviewed/evaluated by other appropriate party, RFIs. Manage responses to RFIs. 6. Assist Agency with Change Management. Evaluate entitlement, and prepare scope, impact, and independent estimate for change orders. Assist in 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. Review construction contractors updated schedule to analyze logic,time changes, and other impacts. Prepare and submit detailed report to the Agency after each review. This assumes 20 review updates. 11. 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. 12. Notify Agency Resident Engineer and construction contractor of work performed found to be in noncompliance with the contract plans and specifications. 13. Prevailing Wage Monitoring: Ob.IVtbQnf.tlOr:fo�AnnPdXC�fb!'11twa�t4f9Y'1Ptt1C�A,91 2 of 7 KBA, Inc. December 4, 2018 a. Provide one up to 4-hour orientation for construction contractor in data collection, documentation, reporting, and file maintenance requirements. b. 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 frequencies in accordance with funding agency guidelines. 14. Assist Agency in the Investigation of deficiencies or failures during construction. 16. Public Information. Assist Agency to prepare media communications and public notices on Project status. Provide information for Agency's inclusion into a Project website andlor newsletters, if requested. 16, 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, 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. 17. Document Control. Establish and maintain document filing and tracking systems, following Agency guidelines and meeting funding agency requirements. Collect, organize, and prepare documentation on the Project. a. One hard copy of files will be kept in the Project field office. b. Electronic documentation will be stored in a Project Website, using SharePoint software, managed and hosted by the Consultant. The Agency will be provided with licenses for their and the construction contractor's use of the SharePoint website during the Project. Consultant will provide one training session each for Agency and construction contractor users of the SharePoint system 18. 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 purposes)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. 19. Project Closeout. Assist Agency to prepare Substantial (including punch list), Physical, and Final Completion Letters for Agency approval and signature. Prepare final pay estimate for Agency approval and processing. 20. Final Records. Assist Agency to compile and convey final Project records, transferring to the Agency for archiving at final acceptance of the Project. Records will consist of hard copy originals and electronic records on electronic storage medium, DeNverables • Initial Schedule Review Comments • Meeting Agendas and Notes • Submittal Log • Record of Materials • RFI Log • Change Ordar(s)Assistance, as requested by Agency Progress Pay Requests • Updated Schedule Review Reports Assistance with Substantial, Physical, and Final Completion Letters Temporary and Permanent Final records—hard copy and electronic D. Construction Phase Services — Field CIaW?dn11aCIRhRilantU(aYA1#IPdY497WKan 1.W0F.,,142018,1204,,MG. 3of7 KBA, Inc. December 4, 2016 1. Observe the technical conduct of the construction, including providing day-today 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. Inspect material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes. Notify the Agency Resident Engineer of any non- conforming work observed during site visits. 3. Prepare Inspector Daily Reports (IDRs), 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 Construction Contract Documents, in coordination with Agency's Resident Engineer. 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 Note Records, Daily Records of Force Account Worked, and other documents to help facilitate administration of the Project 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. 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. 12, Testing. Cause to be conducted, materials and laboratory tests. Coordinate the work of the Field Representative(s)and testing laboratory in the observation and testing of materials used in the construction; document and evaluate results of testing; and inform Agency and construction contractor of deficiencies, Testing frequency will be in accordance with the WSDOT LAG Manual and WSDOT Construction Manual. Deliverables • IDRs with Project photos—submitted on a weekly basis • Field Note Records • Daily Records of Force Account Worked • Punch List(s) • Test reports E. Assumptions 1. Budget: a, Staffing levels are anticipated in accordance with the attached budget estimate, Consultant services are budgeted from March 1, 2019 through October 31, 2019. This is intended to span the originally planned construction duration of 140 contractor working days in Phase IV, plus time allotted for setup and closeout of Phase IV. Overtime has— not been figured into the Estimate. A total of 2 weeks of night-shift work was included, as shown in the Exhibit D- Estimate. b. For Phase IV, part of the budget is based on a part-time Resident Engineer(RE), full-time Inspector, and part-time Federal Project Coordinator(FPC)for the time span where the ."rOn�Uhw�In ,Yn9rmw��aN;Yfmf111CrtrnlMtlp.g7.i157•i7Y iKmm�-2Y41Ia.511tknllnANa�uoiatllpnflMxw�rnlfn.nn„ani:NraaItp4d2NiIrfiCCYFfi.vl4."laICP 1.XSM.elmeaE 4 of 7 KBA, Inc. December 4, 2018 separate City of Kent project known as East Valley Highway Pavement Preservation, Agreement No. LA-9212 (East Valley Highway) is on-going. If the level-of-effort(LOE) for the RE and FPC exceed part-time for Phase IV, or the Inspector's LOE increases during this time, or East Valley Highway work is not proceeding, Consultant will request a budget supplement. c, 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 contractor's schedule requires Inspection coverage of extra crews and shifts. ii. The construction contract runs longer than the time period detailed above. iii. Any added scope tasks. iv. Adjustment of Consultant Indirect Cost Rate (ICR)percentage pursuant to the terms as outlined in Section V of the LAG Agreement. d. A 15 percent differential for labor will be applied to all night shift hours worked by Consultant's staff. e. 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. f. The budget assumes that Consultant's standard forms, logs, and processes will be used on the Project SharePoinl site. 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-bid and preconstructlon meetings. Prepare and distribute meeting notes from pre-bid meeting(s), if any. b. Field office, including: i, workstations (desk, chair, and storage)for three staff ii, conference table and chairs iii, combination printer/copiertscanner machine with these capabilities: 11x17 size, color iv hi-speed data dedicated connection with a static IP v, miscellaneous office supplies A utilities and sanitary facilities c. Retain Engineer of Record for shop drawing review, RFIs, design changes, and final record drawings. d. Coordination with and enforcement of utility franchise agreements and/or contracts and schedules for services related to this Project. e. 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. f. Construction Survey. Provide project control survey and staking that is not already assigned to the construction contractor. 3. Scope: a. The SharePoint tool being used on this Project is proprietary to the Consultant(KBA, Inc.), and may not be used by any other party or on any other project without the written permission and involvement of KBA, Inc. 3'.V'�eWrycdaM:rarvlw,:In4Ctda��NKanl4M1!N.I 1067 01 9�0 nor,epnrinnYMx\YAO SC[M:0440M-12A l dmx 5 of 7 KBA, Inc. December 4, 2018 b. 100% Conslructabliity Review of design documents will be for continuity only. This review will not include review of the accuracy or completeness of details, such as quantities, dimensions, weights, gauges, or fabrication processes; and will not include quantity takeoffs c. Consultant will provide inspection services for the days/hours that its' Inspector(s) personnel is/are on-site. The Inspector(s)will not be able to observe or report construction activities, or collect documentation, during the time they are not on-site. d, The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not contractor is 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 expectations. e. 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 end 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. f. 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. g. 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 OF Omissions- h. 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. 1. Quantity takeoffs and calculated quantities are for the purpose of comparing with Designer's and/or bidders' quantities, and are not a guarantee of final quantities. j. 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 construction contractor will complete the Project in that sequence or timeline, as means and methods are the responsibility of the construction contractor. �F'hx evklntCmnNnela1ti49,6rvaktm�IWP-17.097 G0 SCOPEM44UIR PA,RNf WC1 6 of 7 KBA, Inc. December 4, 2018 k. 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. Consultant's indemnity and defense obligations are limited to the extent of those damages directly caused by the negligent acts, errors, or omissions of the Consultant. Any damages and/or costs that may be recovered shall be limited to the total amount authorized for this Project. m. If Consultant provides Value Analysis or Value Engineering services, it is understood that any ideas, advice, or recommendations generated by the Consultant are made based only on the information presented to them, and need engineering analysis by the Designer to verify; Consultant Is not responsible for the final design product. n. Agency agrees to include a statement in the construction Bid Documents for this Project, requiring construction contractor to name KBA, Inc. as an additional insured via CG 2010 & CG 2037 10/01, or their equivalent, endorsements to the contractor's commercial general liability and automobile Insurance policies. o. RCW 4.24.115 is applicable to Consultant's services provided under this Agreement. p. 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 q. 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 stared on electronic media can deteriorate undetected or can be modified without Consultant's knowledge. r. Consultant will not be liable for any damage to the field office promises or utilities provided by Agency, unless caused by Consultant's own negligence. s. 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. 991ra¢(w,u VL"'nnlragW,.q,g01tundlHP4 174157,01 N�M�C�OY,aSD17,r�Na&N��,rv�dmUd,11'U�^u4,}O.WAIDODFA,RI4041a,fi4;Mr+ 14.201N.IQ04,do" 7 of 7 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency,as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The fonnat and standards to be provided may include, but are not limited to, the following: L Surveying, Roadway Design & Plans Preparation Section A. Survey Data NA B. Roadway Design Files NA C. Computer Aided Drafting Files NA Local Agency A&E Prafcsslonal Services AgreetttentNatnber LA-9448 Negotiated Hourly Rate Consultant Agreement Revised OZ28/2018 Page 17 of 74 D. Specify the Agency's Right to Review Product with the Consultant NA E. Specify the Electronic Deliverables to Be Provided to the Agency See Exhibit A-Scope of Work F. Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A- Scope of Work LocalAgeneyA&EProfessionalServiees AgreetnentNaimber LA-9448 Negotiated Hourly Rale Consultant Agreement Revised 0212812018 P208e 18 of34 11. Any Other Electronic Files to Be Provided Hl. Methods to Electronically Exchange Data Ongoing project correspondence will be provided via emall 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. Local Agency A&E P,o e sional Services Agreemepu NaInbgr LA-9448 Negotiated Noarly Rate Consultant Agreement Revised 02/20018 Huge 19 of 3q A. Agency Software Suite Microsoft Office Suite Sharepoint B. Electronic Messaging System Microsoft Outlook C. File Transfers Format 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). Iocal Agency A&EPrafessranalServices Agreement Number LA-9448 Negeifialed Hour(v Rate ConsuGant Agreewent Revised 0212812018 Page 20 oj34 Exhibit D Prime Consultant Cost Computations See Attached Local Agency A&E Professional Services Agreement Number LA,9448 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 1'uge 21 uj34 Q (J t i r� P^t Or�44 n 4rNN r r R,0 mm Or �1 W Oa rY pie S R 11 � Ne ...� i stogy 11 N rn n N v G3 aS 'a5 Q yl HI 0 r ✓WIC 0o 5 �i Y$ �i �j O C �fj ry E cry m N N m m m m �o{ Or A'i�m ' P' O ��SI�-N 2 1 Q N r` � +SI � ` 1. N Pv �;. �1Qrn r�Ne J2! yp a� 9 O1 � pep Nl � 9r g W � ON ti � V( g em m �(n'Nhlti[J V' Ya B�f1PByr.15°ii J29 uollBuluuelBp v, _ m m v v '... R R R R �_.... I . . r . . r r . S Fsa$ m.. 4-0 rim@ 1,13 a V icy N,iq��888`d, HHMaE ati_ _E c fi a 1, 1 00 m i w via a r d � v ,� � � a Exhibit E Sub-consultant Cost Computations Thefe arty._sub-eomultatrxt-partioia)attotr at this finio�The-GON t19- for-the perR.)rtntwee•of Ref"euto seati:>rtVI!Suh-Contracting",efthisA&,RE rMF;NT, Subconsultant, Terracon, is approved to provide material testing services on this Project up to the Exhibit D budget limit of $39,469, at the rates shown below. Should additional budget be needed to complete testing services, as directed, Agency and Consultant shall negotiate a supplement to this Agreement. See Attached Local Agency A&E Professional Services Agreement Number LA-9449 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 22 of 34 Irerracon September 7, 2018 KBA, Inc 11201 SE 81h Street, Suite 160 Bellevue, WA 98004 Attention: Mr. Sam Schuyler Email: sc;ltGayler {<jgcrgt.:;crl7 Subject: Proposal to Provide Construction Materials Testing Services S. 22811 St. Union Pacific Railroad Grade Separation — Phase IV Project No. 07-3022 Kent, Washington Terracon Proposal No. M8181173B Dear Mr. Schuyler: In accordance with your request, Terracon Consultants is pleased to present our proposal to provide the construction materials testing for the S. 228rh St. Union Pacific Railroad Grade Separation project located in Kent, Washington. A. PROJECT INFORMATION We understand the project consists of a new grade separation element at South 2281h Street and Union Pacific Railroad in Kent, Washington. B. SCOPE OF SERVICES In preparation of this proposal, we have reviewed the provided project plans and specifications and understand that our services will consist primarily of providing construction materials testing services for the following: • Field and laboratory testing of the hot mix asphalt, • Field and laboratory testing of the Portland cement concrete, • Field and laboratory testing of soillaggregates Terracon Consultants, Inc, 10029 S. Tacoma Way, Sui4e E-2 Tacoma, WA P t2531 573-9939 r 12531 573.925q terr0coo..cons Proposal to Provide Construction Materials Testing S. 2281h St. Union Pacific Railroad Grade Separation—Phase IV Kent, WA September 7, 2018 - Terracon Proposal No. M8181173B Our scope of services may include: Material Testing Scope • Compaction testing of the asphalt pavement: Provide compaction testing to verify compliance with specifications utilizing a nuclear densometer gauge. (A one-time correlation of the nuclear density gauge with asphalt core samples may be required for each mix design). • Asphalt laboratory testing: Theoretical maximum specific gravity (RICE), extraction/gradation, and moisture content of HMA. a Aggregates/Borrow Soils: Field density testing, gradations, sand equivalent, fractured face, and Proctors. • Concrete testing: Conduct field testing of plastic concrete to include sampling, temperature, slump, air content, and casting samples for determination of compressive strength. Assuming random sampling, as directed by client. Ourfield personnel will provide verbal results to the project engineer after completion of each field test and will submit a written Daily Inspection Report prior to leaving the site. Terracon has developed a proprietary software program called the Construction Materials Engineering and Laboratory Management System (CMELMS). This program allows us to achieve better communication, consistency, and faster turnaround of reporting on the project. Data, observations, and other information are easily entered into the system and reports are generated. The program automatically tracks all reports and provides Immediate availability of test results resulting in a rapid delivery of test reports and information to the client and the entire design team. Additionally, the statistical performance of all concrete mixes being utilized on a project can also be monitored. The CMELMS software can produce electronic or paper copies of reports for distribution. Reports can be distributed via traditional mail, electronic mail, and/or Internet web pages can be established. Our typical turnaround time is two business days from when the inspection occurred. This is far faster than the once a week mailing that is the industry standard. This once again proves our understanding of the fast paced world we live in, and our commitment to keeping the pace. In addition to quickly and accurately reporting test results, the program will also track our project budget on a daily basis and produce real-time budget reports and invoices for services provided. Services for this project will be provided based out of Terracon's office in Lakewood, Washington. Our level of involvement is expected to vary from full-time to part-time depending upon the actual schedule and sequencing of construction activities. We would request that services be scheduled 48 hours in advance of the time our personnel are needed at the project site by contacting our Rr,Sprintiiv� �. Rf'.uio lcpfkd Roliabin 2 Proposal to Provide Construction Materials Testing °"„ Irerracon S. 22811 St, Union Pacific Railroad Grade Separation- Phase IV Kent, WA September 7, 2D18 Terracon Proposal No. M8181173B office at 253-573-9939. We are prepared to commit the resources, staffing and expertise necessary for a quality oriented inspection and testing program. C. COMPENSATION We propose to provide our services on a time and materials basis in accordance with a mutually agreeable contract, Based upon our understanding of the project Terracon estimates the cost of our services to be approximately 39 469. Terracon's fee estimate does not Include fee associated with retesting, stand-by time, cancelled services or services request outside of the aforementioned scope of services. Many factors, including those beyond our control such as weather or the contractor's schedule will dictate Terracon's final fee for services, D. AUTHORIZATION We appreciate your consideration and look forward to working with you on this project. It Is our understanding that we will work under the mutually negotiated consultant agreement between KBA and Terracon. If you have questions or wish to discuss any aspect of our proposal, please call at your convenience. Sincerely, Terracon Consu�tarns„ Ina. Paul D. Davis, P.E. Office Manager att: Exhibit C-Cost Estimate Labor Estimate Responsive Resourceful Rellahle 3 _ _—_____.ii--_--------..-----_......_._.......__. �I�rr�llca��n Cost Estimate EXHIBIT C Compensation Construction Material Testing Services S.228th St.Union Pacific Railroad Grade Separation�Phase IV Project N07.3022 Kent,Washington Terracon Proposal No.PM8181173B e Laboratory Testing Fee and Estimate Compressive Strength Standard Cylinder $ 30 Teat 40 $. 1,200 Shotcrete Panels Three Coma/Panel $ 200 Teat $. Soil Molslure/Oenalty Relationship(Proctor) $ 145 Test 10 $ 2,81D Slave Analysis(Inlciudes particles finer than 4200) $ 85 Test 31 $ 2,E35 Send Equlvr i $ 8D Test 28 $ 2,240 Fractured Face Count $ 75 Test 5 $ 375 Calibration of HMA Mix to Ignition oven $ 600 Teat 1 $ SOD HMA Grading/Asphalt Content,Rice Air Voids $ 175 Test 4 $ 700 HMA aggregate compliance testing $ 470 Teat 1 $ 470 Sub-Total $ 10,830 Direct Expenses and Estimates Vehicle Use I Mileage(IRS rate) $ 0,540 Per Mile 2100o $ 1,080 Nuclear Gouge Usage $ 50 Per Day 18 $ 900 Sub-Tool $ 1.980 Labor Expenses and Estimates Direct Salary Cost(OSC) $ 8,403 Overhead(191,26%) $ 16,072 Pruitt 26% $ 2,185 Sub-Total $ 28,059 Ovarllme Is donned as all hours in evens of eight per day,outside of the normal hours of 7:00 a.m.to 8:00 p.m.Monday through Friday and all noun worked an wei.oncs and holiday*. overtime rates will he 1.5 times the hourly ran quoted A minimum or 24 hours notice Is required to schedule our services Acceplehle payment methods Include credit cards(ManuiCarn,VISA and Discover)and checks. REV 2111 { ! #, . , , , » /f® / | /\ � � \ 7 � � \� \ . . � � � / . /\ | � � � � � � y ` \ \\ . � � , / � � � : : � . . ° ^ : ) / � - \ � � � � ) � . � � ! � � � � � }\} \ / � � � � � \ �) f ! \ ! f . � � ! i / {/ � \/� � � � � . : | . } \| } \\\ § 0 E z �2 ILI u I g� Exhibit F Title V1 Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: I. 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 215 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix 13 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 inpart. G 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. Local Agency A&EPmfessia"al Services Agreement Number LA-9448 Negotiated Hourly Role Consultant Agreement Revised 0212812018 Page 23 of 34 Exhibit G Certification Document fxhibitG-I(a) Certification of Consultant FIX hibi1 0-I(b) Certification of Agency Official Exhifbit 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 Exhibit U-4 Certificate of Current Cost or Pricing Data Local Agency A&E Prafessional Services Agreeneent Number LA-9448 lVegodated Hourly Rate Consultant Agreement Revised 0212812018 Page 24 of 34� 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 1 have a) Employed or retained for a coi nnission, 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 solicitor secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fce, contribution, donation, or consideration of any hind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); [ acknowledge that this certificate is to be famished to the City of Kent and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway fiords, and is subject to applicable State and Federal laws, both criminal and civil. KBA, Inc. __-_.._._........... _,....... ....._.......... __._.. __...... Consultant(Firm Name) f Slgnature Authorized Official of Consultant Date Local Agency A&E Professional Serviees AgreenrentNamher LA-944B Negotiated Hourly Rarc ConsultantAgreenrenf Revised 0212WO18 Page 25 of TT_ Exhibit G-1(b) Certification of 1 hereby certify that I am the: XQ Agency Official ❑ Other of the City of Kent and KBA, Inc. _.....�... _.. _�- W w, or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any Fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furttished to the City of Kent 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 Date City of Kent Dana Ralph, Mayor Local Agency A&E Projesrlonal Servicev Agreement Number LA-9448 Negadared Sourly Rate Consultant Agreement Revised 0212812018 page 26 of 34 Exhibit G-2 Certification Regarding Debarment Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a crinunal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. 11, Where the prospective primary participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. KBA, Inc. Consultant(Firm Name) ry6 ' (Auth Signature ry g ( onzad oiilc al of Consultant) Date Loeal Agency A&C Professional Services Agreeuneat Number LA-9448 Negotiated Hourly Rafe Consultant Agreement Revised 0212812018 Pagi27W34 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 ally 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 cooperativeAGREEMENT. 2. If any fiords other than Federal appropriated fiends have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file therequire 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) Signature(Authorized Official of Consullant) Date Loca!Agency A&E Professioeral Sen,lees Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 02/2"018 Page 28 gf34 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) total a $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 theAgency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step I, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer, If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Local Agency A&E Professional Services Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 33 of 34 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 associate 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 adminisu•atively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Local Agency A&EProfa:sv°ionalSenices Agreement Number LA-9448 Negotiated Hourly Rate Consultant Agreement Revised 0212812018 Page 34 of 34 Client#: 322877 KBAINC ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE,MMI°° Y lzrosr2ols THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endomement(s). PRODUCER NA E, USllnsurance Services NW PR PH NE 2g6441-63og PAX 610-362-B_5.30 tnrug,N«,,Eaq (Arc,No)a 601 Union Street,Suite 100D E-MAIL.ADDRESS usi.certre uest usG.com Seattle,WA 98101 _ ---e q (m I NSU RE RIB)AFFORDING COVERAGE NATO INSURERA:TrapolenindommiyCOmonly1foT 25682 INSURED INSURERS XL Sp.a Ityr mmoee Company 37885 KBA, Inc. ... ... .- .._ ---. ..--........_ 11201 SE 8th Street,Suite 160 INSURERC Bellevue,WA 98004 INSURER 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 WTH 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. UNITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LNGR ADOL v5A POLICY EFF POLICY EXP TR TYPE OF INSURANCE INSR WVD POLICY NUMBER _ (MMIDDI, V l (MMIDDIYYVV) LIMITS A X COMIIMERCIALGENERALLIABILITY X X 680OJ802318 )51101201805/1012019 EACH GOrCCxUpURRENCE $1.000.000 .V cLaIMS MADE f X1DcruR �rtFYlAw'SC54fa v.Ntmrur+irnrup .... $1.000.000 MED EXP IAnv one oersonl $5 DOD PERSONAL SADV INJURY 3100D000 ... ..._ .. . ..... GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2000000 ..... PRn ... . ...... _.. ...-„ Poucv I�Jacr �.x.� Loc I PRODUCTS-COMPIOP AGO s2 OOD 000 OTHER. r S q__ AUTOMOBILE LIABILITY X X BA8570X17A 5/10/2018 05/1012019 OOMBbNP°sIN4LE^.IM'r -- 0 ..... dracooder" a1,00D,000 All NY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per ucutlanQ $ AUTOS ONLY AUTOS HIRED -OWNED PROPERTY 9haMAOE -. X AUTOS ONLY X s _-_-, AUTOS ONLY (J?ar ec:rDuml) $ ......... ...___ II UMBRELLA FOR pCCUR 1 EACH OCCURRENCE $ EXCESS LIAB i CLAIMS MADE{ J AGGREGATE L DED REFENTIONS WORKERS COMPENSATION _ .. ..... .... ....____. -- OTH- -- A AND EMPLOYERS'LIABILITY X 6800J802318 511012018 05110/201 1, I I,_� OT 000,000 DESCRANY IPTION OF OPERATIONS RATION h � MShale. EL DISEASE POLICYLIMIT $1 000,000 YIN NIA i ACCIDENT E • B Professional I� DPR9925263 5/1012018 05/10/201 $1,000,000 per claim Liability $1,000,000 annl aggr, UESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached if more space is required) RE: Project#BP-17-057-01,City of Kent-S. 228th St Union Pacific Railroad Grade Separation Project. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Kent and the State of Washington (Agency),their officers,employees,and agents,only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.The General Liability and Automobile (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: Wendy Wakefield ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S244389141M23556048 Kill DESCRIPTIONS (Continued from Page 1) Liability policies contain a special endorsement with Primary and Noncontributory wording,when required by written contract. The General Liability,Automobile Liability and Workers Compensation policies include a Waiver of Subrogation endorsement in favor of Additional Insureds,as referenced above.The General Liability policy include an endorsement providing that 30 days notice of cancellation will be given to the State of Washington, by the Insurance Carrier. SAGITTA 25.3(2016103) 2 of 2 #S24438914/M23556048 Policy#680OJ802318 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED' (ARCHITECT'S, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance" to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage" or "personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you, policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and non-contributory basis, this insurance is primary any person do organization for which coverage as an additional insured specifically to other insurance available to the additional c added by another endorsement this insured which covers that person or organizations Coverage Part. as a named insured for such loss, and we will not share with the other insurance, provided that: f. This insurance does not apply to the rendering of or failure to render any (1) The "bodily injury" or "property damage" for "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance, under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance' means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage' or "personal injury" arising out of "your damage' occurs and the "personal injury" is work' performed by you, or on your behalf, done caused by an offense committed: under a "written contract requiring insurance' with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance' with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission POLICY NUMBER: 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 A.1., Who Is your business. An Insured, of SECTION II —COVERED AUTOS 2. The following replaces Paragraph b. in 8.5., 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 awn: "property damage" occurs and that is in effect during the policy period, to be named as an addi- (1) Any covered "auto" you lease, hire, tional insured is an "insured" for Covered Autos rent or borrow;and 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 Il. related to the conduct of your busi- 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 II — 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 "am_ An Insured, of SECTION II—COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL AUTO 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 fallowing 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. (b) Any "auto" that is hired, rented or bor- 2. The following replaces Paragraph A.2.a.(4) of rowed from your"employee". SECTION II —COVERED AUTOS LIABILITY COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION (4) All reasonable expenses incurred by the EXPENSES—INCREASED LIMIT "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- E. TRAILERS—INCREASED LOAD CAPACITY AGE: The following replaces Paragraph C.I. of SEC- We will pay up to $50 per day to a maximum of The I—COVERED AUTOS: $1,500 for temporary transportation expense in- 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.t.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: Hired Auto Physical Damage Coverage The following is added to Paragraph D., Deducti- 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 fallowing is added to Paragraph AA., Cover- borrow subject to the fallowing: 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 to 2015 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 sions, 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 ranty;and lease; and c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans orleases. 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.5., Transfer The following is added to Paragraph AA., Cover- Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: TIONS: Auto Loan Lease Gap Coverage for Private 5. Transfer Of Rights Of Recovery Against Passenger Type Vehicles Others To Us 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 CA T4 20 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance services Office,Inc.with its permission, COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance,this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. W ^ m lu N a• In ° ry p ro A4Nurod'� Wk W M 1B W N M I,I � W� Ia "yn� Syr. ,� ' p�ie 'N •y � m 4o NN'� tl p 9 a N I IP � WW 9 m m i m M N N M �NM Iln ^ W w, RIB II N W N "' M � N P M ., .; W .. i. '",N "",: M � P W •" N 0 M N" P '" nr M "' NII M W I@M'. :.N M N II' N N ••. N N M OP NN .: •NI •°CN w W .'e W a W W u 'M a ., M W m ., "• IIGF c: " W er N" 'N ,° m W W a .a: N W :, I r: r r PA RhI d. i w W w llll ��N uuml IIIIIIII mmu uuuull �f�4 IIIW W Im. N " I a _