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HomeMy WebLinkAboutDKS Associates, Inc. 20th Ave Safety ImprovementsORIGINAL Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): DKS Associates Address Federal Aid Number 720 SW Washington St. Suite 500,Portland,OR 97205 HSIP-3551(004) UBI Number Federal TIN or SSN Number Execution Date Completion Date 07/15/2015 05/31/2016 1099 Form Required Federal Participation ❑ Yes ❑i No[Z] Yes ❑ No Project Title N. 20th Ave Safety Improvements Description of Work Traffic signal improvements, ADA ramp improvements, addition of two pedestrian hybrid beacons along safe walking routes, among other work as described in Exhibit A, Scope of Work. ❑ Yes ❑ No DBE Participation Total Amount Authorized: $156,418.18 ❑ Yes Q No MBE Participation Management Reserve Fund: ❑ Yes ❑I No WBE Participation ❑ YesI❑ No SBE Participation Maximum Amount Payable: $156,418.18 Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 4/10/2015 a � a a-- THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Pasco hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub -consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: LocalAgency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 411012015 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perforin a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: Andrey Avetisyan Agency: City of Pasco - Engineering Department Address: 525 N. 3rd Ave City: Pasco State: WA Zip: 99301 Email: avetisyana@pasco-wa.gov Phone: (509) 545-3444 Facsimile: (509) 543-5737 IV. Time for Beginning and Completion If to CONSULTANT: Name: Dana Beckwith Agency: DKS Associates Address: 720 SW Washington St. Suite 500 City: Portland State: OR Zip: 97205 Email: dmb@dksassociates.com Phone: (503) 972-1247 Facsimile: The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 Revised 411012015 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub -consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. 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 economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with W SDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and 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 the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 4110/2015 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Changes of Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Changes of Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 411012015 D. 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, W SDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. 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, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 411012015 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seg.) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 411012015 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 411012015 XII. , Legal Relations The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/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 liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 411012015 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "Als"), 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: Precilla Andaya Agency: City of Pasco Address: 525 N. 3rd Ave City: Pasco State: WA Zip: 99301 Email: andayap@pasco-wa.gov Phone: (509) 545-3446 Facsimile: (509) 543-5737 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 411012015 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments 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. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 411012015 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 411012015 Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other parry; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub -consultant of any AGENCY communication regarding disclosure that may include a sub -consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub -consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub -consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub -consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub -consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 411012015 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESP' means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub -consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub -consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Sig re Li Manager 1Iq�ls� Date i I��Its Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 4/10/2015 See attached. Exhibit A Scope of Work Project No. Agreement Number: WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 1013012014 EXHIBIT A CITY OF PASCO, WASHINGTON SCOPE OF SERVICES 201h Avenue Safety Improvements INTRODUCTION The City of Pasco's 20th Avenue Safety Improvements Project will improve traffic function and increase safety for both motor vehicles and pedestrians. The City has completed a portion of the design and is requesting transportation engineering support for traffic signal and ADA improvements along the corridor. A number of the locations to be improved under this Scope of Services, currently have a design completed to approximately the 50% design level. This 50% design will be used as the starting point to complete the design services. It is anticipated that with new survey information available as part of this improvement project, modifications and adjustments will be made to the 50% plans. The following improvements at intersections along the 20th Avenue corridor are included under this scope of services: • Traffic signal improvements and ADA directional ramp improvements at seven locations: o Sun Willows Boulevard (50% design completed) o I-182 Westbound Ramps o I-182 Eastbound Ramps o W Pearl Street (50% design completed) o W Henry Street (50% design completed) o W Sylvester Street (50% design completed) o W Lewis Street • Hybrid pedestrian signal and directional ADA ramp improvements at two locations: o W Mane Street o W Yakima Street • Traffic signal improvements at Court Street (will include removal of split phasing and adding flashing yellow arrow -left turn phasing). (50% design completed) Elements of the traffic signal improvements as part of this Scope of Services will include design of the following upgrades to the point feasible with the existing construction funds: • Upgrade of existing traffic signal cabinets to TS2 Type 1 cabinets and 2070E controllers • In -fill of existing fiberglass controller foundation with concrete • Implementation of emergency preemption hardware (GPS based) • Implementation of blue tooth communications • Installation of signal indications: flashing yellow arrows for protected/permissive left turns and modification of through signal head locations Page 1 of 17 City of Pasco 20th Avenue Safety Improvements • Installation of 12" LED indications for all signal aspects • Installation of Countdown Timers for pedestrian signals • Implementation of alternative vehicle detection methods (video and Sensys detection) • Installation of a new mast arm pole at the intersection of W Lewis Street Installation of new pedestrian signal poles The above list of improvements excludes the hybrid pedestrian beacon improvements at the intersections of W Marie Street and W Yakima Street. Hybrid beacons will include a complete design. The necessary design engineering will include final plans specifications and cost estimate (PS&E). Agency support in providing documentation for permitting, required Federal documentation, construction support, and overall project management will be provided. The following tasks are included to effectively deliver the 20th Avenue Corridor traffic design elements and provide support to the City. The proposed tasks will include: • Project Management and Administration • Safety Review and Operations Analysis • Traffic Signal Modification Design • Hybrid Beacon Design • Civil Final PS&E • Traffic Signal Timing Conversions • Bidding Support This Scope of Services covers the traffic engineering and civil design elements necessary to deliver the 20th Avenue Citywide Traffic Signal Improvements Project. SECTION 1: PROJECT MANAGEMENT AND ADMINISTRATION Section 1.1 Project Management The duration of the project development through final PS&E is estimated to be eight (8) months, from May 2015 to December 2015. The Consultant will provide overall project management and coordination for the project both externally and internally with the overall project team. This will include day-to-day management decision making for the Consultant Team. As part of this work, the Consultant will develop an overall project schedule; conduct day to day administrative tasks including prepare progress reports (to be submitted each invoicing period); coordinate project related meetings; and administer the Consultants QA/QC plan. This will allow for key project issues to be addresses in a timely manner. Section 1.2 Schedule The Consultant will prepare an overall project schedule in MS Project. The important features to be included in the schedule will be the identification of submittals, key decisions points, and Page 2 of 17 City of Pasco 20th Avenue Safety Improvements meetings. This schedule will be provided to the City and Consultant Team. The schedule will be updated as needed to reflect changes in project progress. It is anticipated up to 1 schedule changes will be required throughout the project. Section 1.3 Project Meetings The Consultant will attend up to five meetings during the course of the Project. The meetings and their duration are as follows: • Kick-off meeting (one meeting at 9 hours in Pasco). Includes travel time. • Review/coordination meetings (two video or conference call meetings at 3 hours each). Includes travel time. • Review/coordination meetings (one meeting at 9 hours to be attended at the City of Pasco). Includes travel time. A kick-off meeting (up to one) will be held to start the project at the City of Pasco. This meeting will include key Consultant Team members (three team members are estimated to attend each meeting to include both Civil and Traffic consultants) and will include an on-site field review of the intersections to be improved under this project. Review/coordination meetings (up to three) will be held to review comments from the City on project submittals. It is anticipated that at a minimum, reviews will be conducted at the 60%, 90%, and Final design levels. Review meetings will be held at either the City of Pasco or via telephone or video conference as outlined above. It is anticipated field review meetings will be held at the same time as meetings held at the City of Pasco to address project specific issues. The Consultant will maintain meeting minutes for each of the attended meetings and will provide a draft summary to the City within 5 business days for comment. Final meeting minutes will be provided that address comments from review of the draft comments provided to the City. Meeting minutes will be provided starting after the initial kick-off meeting. Section 1.4 QA/QC The Consultant will manage and conduct quality control reviews of all submittals to the City. The Consultant has an existing quality control program which will be used on this project during the PS&E development. Sub -contractors will utilize their own establishing QC process or utilize the consultant established practice. A primary review period is assumed as one week in advance of the completion of each design phase submittal (assumed to be 60%, 90%, and Final). Section 1 Deliverables: • Project Schedule with up to two 2 updates • Attendance at up to five meetings (up to 3 consultant staff members to attend) • Draft and final meeting minutes for up to six meetings • Provide up to eight progress reports • Quality Control Reviews for up to three submittals SECTION 2: SAFETY AND OPERATIONS ANALYSIS Page 3 of 17 City of Pasco 20a' Avenue Safety Improvements As safety analysis will be conducted for the intersections along 20ft' Avenue between Sun Willows Boulevard and W Lewis Street. In addition, a traffic signal operational analysis will be conducted for the 20a' Avenue/Court Street intersection. This analysis will be conducted for the existing and 2017 (year of opening) conditions. Section 2.1 Safety Analysis A safety evaluation will be conducted for the signalized intersections along 206s Avenue between Sun Willows Boulevard and W Lewis Street (eight intersections). This will consist of a review of the Safety Study conducted for the Citywide Traffic Signal Improvements in August 2014. Information for the eight intersections along the 20th Avenue corridor identified in the safety study will be summarized in an independent memorandum. The Consultant will request collision data for the I-182 Eastbound and Westbound Ramp terminals. These intersections were not part of the original Safety Study conducted for the Citywide Traffic Signal Improvements in August 2014. The Consultant will provide the following services for the I-182 Eastbound and Westbound Ramp terminals (two intersections): • Request the prior three years of crash data from WSDOT for the City of Pasco. • Calculate collision rates at the 20th Avenue at I-182 Ramp intersections. • Identify crash trends. • Identify low costihigh benefit improvements for high crash locations. The Consultant will summarize the results of the analysis under this task in a brief four to five page technical memorandum. The Consultant will provide the crash data memorandum for the City to provide review, comments and approval. The Consultant will address one set of review comments and provide a final memorandum to the City. Assumptions: • City to review and provide comments on the safety evaluation memorandum. • City to provide traffic count data for traffic analysis. • Consultant will request accident data from the Washington State Department of Transportation. Deliverables: • Draft Safety Analysis Memorandum (four to five pages) • Final Safety Analysis Memorandum (four to five pages) Section 2.2 Operational Analysis (20u' Avenue at Court Street) The Consultant will conduct a traffic signal operational analysis for the existing conditions and year 2017 (year of opening) scenario. The purpose of the traffic analysis is to confirm the proposed lane configuration changes will operate at an acceptable level of service. The northbound and southbound lane geometry will change from an exclusive left tum/shared- Page 4 of 17 City of Pasco 2e Avenue Safety Improvements through-left/through lane configuration to an exclusive left/two through lane configuration. The operational analysis will be conducted via Synchro modeling of the intersection. Future forecasting will not be provided for the intersection. The Consultant will also analyze the anticipated queuing at the intersection. The operational analysis will be summarized in a brief two to three page memorandum. The Consultant will provide the City with a draft memorandum for review and comment. The Consultant will update the draft memorandum based on City comments. Assumptions: • City to provide PM peak hour vehicle turn movement counts for Synchro. Deliverables: • Draft Operational Analysis Memorandum (two to three pages) • Final Operational Analysis Memorandum (two to three pages) SECTION 3: TRAFFIC SIGNAL MODIFCATION DESIGN Based on 50% plans developed as part of the Citywide Traffic Signal Improvements Project, the Consultant Team will develop Plans, Specifications, and Estimates (PS&E) for the construction of the planned traffic signal modification improvements at the following intersections: • Sun Willows Boulevard • W Pearl Street • Court Street • W Henry Street • W Sylvester Street • W Lewis Street Traffic signal modification plans will also be developed for the following two intersections that do not have initial plans developed: • I-182 Westbound Ramps • I-182 Eastbound Ramps For the development of the I-182 modifications, the Consultant will provide up to 2 design concepts for facilitating north/south pedestrian movements at the intersection. These concepts will be provided to the City and WSDOT in electronic format for review and approval. The Consultant will address any comments received from the City and WSDOT and provide a final concept plan. Based on the approved design concept, the Consultant will develop PS&E. Page 5 of 17 City of Pasco 20a' Avenue Safety Improvements The following items will be included in the final design for the 8 intersections identified for traffic signal modifications. Modifications to conduit, wiring, junction boxes and other items to complete the design will be included. • Upgrade of existing traffic signal cabinets to TS2 Type 1 cabinets and 2070E controllers (six intersections, exceptions are the I-182 Ramps/controller at Court Street to be reused). • In -fill of existing fiberglass controller foundation with concrete (four intersections) • Implementation of emergency preemption hardware (GPS based) (six intersections, exceptions are the I-182 Ramps) • Mast arm pole replacement (one intersections, W Lewis Street). Geotechnical soils analysis for the foundation of the relocation of the mast arm pole was conducted under the Citywide Traffic Signal Improvement Project and is available from the City. • Implementation of Bluetooth communications (three intersections) • Installation of signal indications: flashing yellow avows for protected/permissive left turns and modification to through indications (four intersections) • Installation of battery backup system for traffic signals (to be identified as bid alternate item) (one intersection, Court Street) • Implementation of alternative vehicle detection methods which include video and Sensys detection technology (six intersections, exceptions are the I-182 Ramps). Detection methods for implementation have already been identified by the City. • Installation of pedestrian count down timers (to be identified as bid alternate item) (seven intersections, exception is Court Street) • Pedestrian signal pole/pushbutton pedestal installations, including pedestrian signal and pushbutton relocations (six intersections) The following steps have been identified in the development of the final PS&E: • Develop concept drawings and gain WSDOT approval for the two I-182 Ramp intersections. • Produce a 30% design plan set and cost estimate that will include the traffic signal modifications for the I-182 intersections. • Develop Special Provisions based on current City and WSDOT Standard Specifications. • Engineers Cost Estimate for the proposed work based on current cost estimates and bid tabs from similar projects and WSDOT bid tabs. • Produce and submit 60%, 90%, and Final plans, special provisions, and cost estimates for all intersections. The Consultant will work closely with City Staff during the design process. Research will be conducted with manufacturers to identify typical hardware characteristics to support development of specifications. Page 6 of 17 City of Pasco 20a' Avenue Safety Improvements It is not anticipated that new electrical services will be required. Coordination with the local electrical utility should not be necessary as part of this contract. The final plans will be developed identifying only those portions of the traffic signal system that will be modified as part of the traffic signal improvements. Hardware locations and configurations for controller cabinets, controller cabinet foundations, traffic signal mast arms, pedestrian pole installations, alternate detection devices (video and Sensys wireless devices), signal and pedestrian head replacements, emergency preemption hardware, and blue tooth readers will be identified on the plans. Underground conduits, junction boxes and existing cabling being affected or modified by the traffic signal improvements will be identified. Details will be used to the extent possible to minimize the number of unknowns the Contractor will need to address during the construction phase of the project. Typical detection device layouts will be developed. It is understood that the City will use Sensys wireless detection at minor intersection (low volume) approaches and video detection at major intersection (high volume) approaches. Details will be developed that show typical detection layouts for side streets, tum pockets, and mainline approaches. Main line detector layouts will be based on the speed limit of the roadway and will consist of layouts for 25, 30, 35, 40, and 45 mph. Intersections where each typical detail applies will be identified. The Project Special Provisions will be prepared as required for the design of the traffic signal modification related elements. Project specifications shall comply with the City of Pasco Standard Specification format and a first draft shall be submitted with the 60% plans. The Consultant will be responsible for updating the Amendments and General Special Provisions to current Washington State Department of Transportation Standard Specifications for Road, Bridge, and Municipal Construction for the traffic signal related items. The Construction Cost Estimates will be completed for the 60%, 90% and Final design stages. Itemized quantities will be calculated starting at the 60% stage. A cost estimate using unit prices from the City and WSDOT the American Public Works Association (APWA) bid tabulations will be developed. This Section assumes up to 2 internal Consultant team meetings will be conducted in Portland to coordinate design elements between the civil and traffic elements. Estimated Plan Sheets for Traffic Signal Modifications The following Table 1 lists the anticipated plan and detail sheets to be included under this Section. See Section 9 for specific submittal requirements. A complete list of plans and submittal requirements for all disciplines are listed under Section 9. Table 1: Estimated Plan Sheets for Traffic Signal Modification Designs *Only I-182 intersection plans (2 plan sheets and 2 signal standard detail charts) to be submitted at the 30% Page 7 of 17 City of Pasco 20`" Avenue Safety Improvements Submittal Scale Number Plan Sheet Description ull Size) of Sheets 30% 1 60% 90% Final Traffic Signal Modification Plans 1"=20' 8 ✓* ✓ ✓ ✓ Signal Standard Detail Chart NTS 2 ✓* ✓ ✓ ✓ *Only I-182 intersection plans (2 plan sheets and 2 signal standard detail charts) to be submitted at the 30% Page 7 of 17 City of Pasco 20`" Avenue Safety Improvements design level. Assumptions: • Survey to be provided by the City in AutoCAD format. • Striping modifications to be provided by the City. Stripping layout to be provided by the City in AutoCAD format. • Fifty percent design plans (electronic AutoCAD files) to be provided by the City. Final Design will start with 50% design plans at locations they are available. • Permitting to be completed by the City. • Any Right -of -Way negotiations to be completed by the City. Deliverables: • 30% 1-182 Concept Plans • 6001o, 90916, and Final traffic signal modification plans • 60116, 90016, and Final detail sheets • 60%, 90016, and Final Special Provisions • 60%, 9001o, and Final Construction Cost Estimates • Up to 3 internal consultant team design coordination meetings (to he held in Portland) SECTION 4: HYBRID PEDESTRIAN BEACON DESIGN The Consultant will design two hybrid pedestrian beacons. One will be located at the W Mane Street/20a' Avenue intersection and the second at the W Yakima Street/20a' Avenue intersection. The Consultant will work closely with the City to determine the best 20a' Avenue approach (one with the highest pedestrian volume) to locate the W Yakima Street crossing on. The hybrid pedestrian beacon will be designed to meet the guidance provided in the Manual on Uniform Traffic Control Devices. A brief justification memorandum will be developed by the Consultant under this Section to justify the installation of the hybrid beacon at a stop controlled intersection. This will be a brief two to three page memorandum. A draft memorandum will be provided to the City for review and comment. The Consultant will finalize the memorandum based on City Comment. The Consultant will work with the local utility to identify power service locations for the two hybrid pedestrian beacon locations. The Consultant will work closely with City staff to determine the best conduit routing, pole placement, and control equipment placement. Conduits will be sized to meet City and NEC code requirements. This scope assumes the standard City traffic signal poles and foundations will be used in the design. Design of traffic signal pole footings for alternative pole foundations such as spread footings, should they be required due to utility conflicts has not been included in this scope of services. The design will include the use of APS pushbuttons for pedestrian detection. The Project Special Provisions will be prepared as required for the design of the traffic signal modification related elements. Project specifications shall comply with the City of Pasco Standard Specification format and a first draft shall be submitted with the 60% plans. The Consultant will be responsible for updating the Amendments and General Special Provisions to Page 8 of 17 City of Pasco 20a' Avenue Safety Improvements current Washington State Department of Transportation Standard Specifications for Road, Bridge, and Municipal Construction for the traffic signal related items. The Construction Cost Estimates will be completed for the 60%, 90% and Final design stages. Itemized quantities will be calculated starting at the 60% stage. A cost estimate using unit prices from the City and WSDOT the American Public Works Association (APWA) bid tabulations will be developed. No interconnect to adjacent signals will be provided as part of the crossing design under this Scope of Services with the exception of an interconnect conduit and junction box installed next to the controller to provide Benton PUD a path for a future fiber connection. A geotechnical analysis will be required to be conducted at each of the intersections to facilitate selection of the appropriate mast arm pole foundations. WSDOT standard mast arm pole and foundation design will be used. Geotechnical support is included under Section 6. Estimated Plan Sheets for Traffic Signal Modifications The following Table 2 lists the anticipated plan and detail sheets to be included under this Section. See Section 9 for specific submittal requirements. A complete list of plans and submittal requirements for all disciplines are listed under Section 9. Table 2: Estimated Plan Sheets for Hvbrid Pedestrian Beacon Designs Plan Sheet Description Scale Full Size Number of Sheets Submittal 30% 60% 90% Final Hybrid Pedestrian Beacon Plans 1"=20' 2 ✓ ✓ ✓ ✓ Traffic Signal Wiring Schematics NTS 2 ✓ ✓ ✓ Cabinet Wiring Terminations NTS 1 ✓ ✓ ✓ Controller Terminations NTS 1 ✓ ✓ ✓ Signal Standard Detail Chart NTS 1 ✓ ✓ ✓ ✓ Traffic Signal Detail Sheets NTS 1 ✓ I ✓ ✓ Assumptions: • Survey to be provided by the City. • Striping modifications to be provided by the City. • Permitting to be completed by the City. • Right -of -Way negotiations to be completed by the City. Deliverables: • 30016, 60%, 90016, and Final traffic signal modification plans • 60%, 90%, and Final detail sheets • 60%, 90%, and Final Special Provisions • 60%, 90%, and Final Construction Cost Estimates SECTION 5: CIVIL DESIGNS FOR RAMP AND SIDEWALK IMPROVEMENTS The Consultant will provide civil engineering services for the ramp/sidewalk improvements Page 9 of 17 City of Pasco 20`b Avenue Safety Improvements including impacts to drainage, utilities, and private property improvements (fences, signing, and landscape restoration) associated with 201h Avenue Safety Improvements between Lewis Street and Sun Willows Boulevard. The services include design for ADA -compliant ramp retrofits, involving 35 ramp corner locations (curb returns) at nine (9) intersections. Five (5) of the intersections have been designed and plans prepared to an estimated 50% plus stages, with ramp layout design complete. The following tasks are proposed. Section 5.1 Project Management and Coordination This item includes the management, coordination, and meetings necessary to successfully complete the project as follows. • Meet with Prime Consultant to coordinate project designs. • Coordinate design and plan issues with City and Consultant Team as outlined in Section 1. Assumptions: • With the exception of the noted meetings, the majority of the coordination with the City and Pasco area agencies is assumed to be completed through email or teleconferencing. • Site visits will be made twice, o One visit prior to design to confirm the existing design for the five locations noted above, and review of the field conditions for the four remaining new locations. o One following submittal of the 60% PSE. • Coordination and submittals to WSDOT, City utility departments, and local utility purveyors by City of Pasco. Deliverables: • Includes up to two (2) coordination meetings in the Portland/Vancouver area with Prime Consultant. • Includes up to two (2) meetings with the City and Consultant Team in Pasco in conjunction with the two site visits to confirm project designs with field conditions. Section 5.2 Civil Design and PSE Current Design/Plans — Five Locations Based on 50% plans developed as part of the Citywide Traffic Signal Improvements Project, the Consultant will develop Plans, Specifications, and Estimates (PS&E) for the construction of the ramps, sidewalks, drainage modifications, utility modifications, and adjacent private property modification improvements at the following intersections: • Sun Willows Boulevard • Pearl Street • Henry Street Page 10 of 17 City of Pasco 20'h Avenue Safety Improvements • Sylvester Street • Lewis Street The scope of services for the above noted five locations shall include the following: Confirm existing ramp layout design and construction note "call -outs" on plans completed with the Citywide Traffic Signal Improvement Project and transfer information to project plan sheets to be included with 60% plan submittal. Design curb return grades, and critical dimensions for ramp layout and prepare ramp layout and curb return grade plan sheets. Based on the Citywide Traffic Signal Improvement Project, revise and update curb return/ramp demolition and construction plans, including storm/water/sewer modifications, miscellaneous utility modifications and adjacent private property modifications. Design/Plans — Four New Locations Based on project survey base maps provided by the City, the Consultant will develop Plans, Specifications, and Estimates (PS&E) for the construction of the ramps, sidewalks, drainage modifications, utility modifications, and adjacent private property modification improvements at the following intersections that do not have initial plans developed: • Marie Street • Yakima Street • I-182 Ramps (north side) • 1-182 Ramps (south side For the development of the I-182 ramp modifications, the Consultant will provide up to two (2) design concepts for facilitating north/south pedestrian movements at the I-182 ramp locations and will be provided to the City for coordination with WSDOT. The scope of services for the above noted four (4) shall include the following. • Design and prepare ramp retrofit layout plans with design grade elevation along the curb return. • Design and prepare curb return/ramp demolition and construction plans, including storm/water/sewer modifications, miscellaneous utility modifications and adjacent private property modifications (plan detail and format similar to the 50% plans completed with Citywide Traffic Signal Improvement Project). • Design and prepare modifications to existing drainage structures and piping to facilitate ramp layouts. • Show relocation of miscellaneous utility systems such as phone, cable, power, etc., as required and designed by utility purveyor. • Design and show erosion control measures. Page 11 of 17 City of Pasco 20a' Avenue Safety Improvements Design and PSE — All Nine Locations The scope of services for all nine locations shall include the following: • Design and prepare typical ramp grading criteria details, sections, and notes sheets. • Design and prepare project specific detail plans, notes, and index plans as required. • The Project Special Provisions will be prepared as required for the design of the civil street related elements. Project specifications shall comply with the City of Pasco Standard Specification format and a first draft shall be submitted with the 60% plans. The Consultant will be responsible for updating the Amendments and General Special Provisions to current Washington State Department of Transportation Standard Specifications for Road, Bridge, and Municipal Construction for the traffic signal related items. • The Construction Cost Estimates will be completed for the 60%, 90% and Final design stages. Itemized quantities will be calculated starting at the 60% stage. Estimated Plan Sheets for Civil (Street) Modifications The following table lists the anticipated plan and detail sheets to be included under Section 5. Plan Sheet Description Scale (Full Size) Number of Sheets Submittal 30% 60% 90% Final Ramp Concept Layouts (I-182) 1"=10' 2 ✓ Location and Index Sheet NTS 1 ✓ ✓ ✓ Ramp Layout & Curb Return Grades 1"=10' 9 ✓ ✓ ✓ Demolition and Construction Plans 1"=10' 9 ✓ ✓ ✓ Ramp Details and Notes NTS 12 ✓ ✓ ✓ Assumptions: • Survey to be provided by the City. Survey files to include AutoCAD DWG and 3D data files and information. • The Citywide Traffic Signal Project plans (electronic AutoCAD DWG files and 3D data files) shall be provided by the City. • The ramp design layouts for five Citywide Traffic Signal Project locations are considered approved by the City and change to ramp layout design is not required. The engineering services associated with the five locations will include the following. o Confirm ramp design layout for compliance with ADA for the 60% plan submittal and provide recommendations for changes. o Review and confirm utility design for 60% plan submittal. o Design of curb return grades for 60% plan submittal. o Completion and finalizing the design and plans for the 90% and Final PSE submittals. • Significant changes to the ramp layout and/or utility modification work associated with five Citywide Traffic Signal Project locations will be considered additional Page 12 of 17 City of Pasco 20"' Avenue Safety Improvements services. Minor changes to layout or position of the ramps is included in the scope of work. All significant changes and the associated additional engineering services will be identified by HHPR and authorized by the City prior to starting these services. • Grading of ramps to include design grade elevation along the curb returns. Ramp, landing, and sidewalk design spot elevations are anticipated not to be required and therefore not included. Grading of ramps will be per "typical' layout and grading details and sections showing grading criteria; as well as City and WSDOT standard plans. • The 30% concept plans for the I-182 intersection will include plan layout only. • Drainage modifications are limited to relocation of catch basins and associated piping. Extension of main lines and storm systems are anticipated not to be required and therefore not included. • Water and sanitary sewer design and plans are limited to modifications to existing systems impacted by the placement of the ramps, landings and sidewalks. Main line improvements are anticipated not to be required and therefore not included. • Retaining walls are anticipated not to be required and therefore not included. • Miscellaneous utility modification design for power, phone, and data systems by others. • Traffic (and pedestrian) control design and plans by others. • Signing and striping design and plans by others. • Standard WSDOT and City details to be inserted with the bid documents by the City, and not part of the construction plan set. • Right -of -Way negotiations and documentation to be completed by the City. • Coordination and submittals to WSDOT, City Utility Departments, and local Utility Purveyors by City of Pasco. • Preparation of "Maximum Extent Feasible" (MEF) documents are anticipated not to be required and therefore not included. Deliverables: • 30% concept ramp layouts for the I-182 intersections • 60%, 90%, and Final location/index sheets • 60%,90%, and Final layout plans and curb return grades • 60%, 90%, and Final demolition and construction plans • 60% 90yoo, and Final details and note sheets • 60% 90% and Final Special Provisions • 60% 90% and Final Construction Cost Estimates SECTION 6: GEOTECHNICAL As part of the 20d' Avenue Safety Corridor Improvements, hybrid pedestrian beacons will be installed at the following locations: • N 20a' Avenue/W Marie Street • N 20'h Avenue/W Yakima Street The hybrid pedestrian beacons will require installing new mast arm poles for the beacon system at each location. The design of the mast arm poles will be performed in accordance with the Page 13 of 17 City of Pasco 20'b Avenue Safety Improvements Washington State Department of Transportation (WSDOT) Geotechnical Design Manual (GDM) M 46-03 and Signal Standard Foundation Plan, Sheet J-26.10.01. The GDM indicates that a single boring is necessary within 75 feet of the proposed signal pole installation. Therefore, we anticipate only two borings are required. Explorations One boring will be drilled at each intersection (two borings total), at or near identified signal pole locations, using a truck -mounted drill rig with hollow -stem auger methods. Each boring will be extended approximately 20 feet below the existing ground surface (bgs). The engineer or geologist will log each boring and obtain disturbed samples as the work progresses. Samples will be obtained in conjunction with the Standard Penetration Test (SPT) at 2'/2 -foot intervals. Recovered soil samples will be placed in labeled plastic bags or jars for laboratory identification. At completion, borings will backfill according to Washington Department of Ecology requirements. If drilling is done through asphalt and/or concrete, explorations will be capped with the appropriate asphalt cold patch or quikrete. The ground will not be restored to pre - exploration conditions. The Consultant will contact the local utility notification center prior to our fieldwork. The Consultant is not responsible for utilities not clearly identified. Laboratory Testing The Consultant will perform the following laboratory tests, as appropriate, on selected soil samples retrieved from site explorations: • Moisture content (ASTM D 2216) for material characterization and soil index properties; • Particle distribution (ASTM D 422 and ASTM D 1140) for material characterization and soil index properties; and • Atterberg limits (ASTM D 4318) for material characterization, soil index properties, and engineering parameter correlations. Engineering Analysis and Report The Consultant will prepare a geotechnical engineering letter report that summarizes observations, explorations, engineering analyses, and signal pole foundation recommendations. The report will include: • Exploration logs and a site exploration plan; • Interpreted soil classifications; • Groundwater depth, if present; Page 14 of 17 City of Pasco 20th Avenue Safety Improvements • Soil parameters, including unit weight, friction angle, cohesion, lateral bearing pressures, and L -pile parameters; and Signal pole foundation recommendations in accordance with WSDOT typical standards. One electronic PDF file of the geotechnical engineering report will be provided for review and comment by the City. Based on comments received, a final geotechnical engineering report will be provided to the City. Three hard copies and one electronic PDF file of the geotechnical engineering report will be provided. Plans and Specifications Review Prior to construction, the Consultant will provide a review of the approximately 90 percent plans and specifications for geotechnical -related items and provide written comment for consideration. The geotechnical review of the plans and specifications will be summarized in a letter. Assumptions: • Maximum 8 field hours required on day of drilling • Fieldwork will be scheduled to coincide with other Consultant drilling projects to reduce mobilization fees. The current fee estimate appropriates approximately one-half the normal mobilization fee. Deliverables: • Three hard copies and one electronic copy of our geotechnical engineering report. • Letter summarizing geotechnical review ofplans. SECTION 7: TRAFFIC SIGNAL TIMING CONVERSION The Consultant Team shall convert the existing local Traconex TMP -390 signal timings to Cobalt signal timings for intersections owned and operated by the City. The timings shall be entered into intersection databases, using Centracs. All TMP -390 timing sheets shall be translated. Signal timings will be converted for the following intersections: o Sun Willows Boulevard o W Pearl Street o W Henry Street o W Sylvester Street o W Lewis Street Consultant shall conduct the following tasks: • Conduct one meeting via video conference to discuss City policies/preferences for signal timing parameters. • Update local timings, including new pedestrian and vehicle clearance timings. • Program the new emergency vehicle preemption parameters. Page 15 of 17 City of Pasco 20`" Avenue Safety Improvements • Bench test the new timings on a suitcase tester to confirm operation. • Provide electronic files for implementation of the signal timings. The 206 Avenue/Court Street intersection is currently operating with a new Cobalt Controller. The Consultant will develop new signal timings based on the new lane geometry and flashing yellow arrow left turn operations to be implemented at the intersection as part of this project. The Consultant will develop timing plans for the I-182 Eastbound and Westbound Ramps. The Consultant will coordinate with WSDOT traffic engineers to obtain current timings. Coordination will include identifying and understanding WSDOT operational requirements at the two intersection. The Consultant will provide recommend operational changes to the intersections. Assumptions: • City to provide existing traffic signal timing plans and phase diagrams. • City will load the timings onto new controllers. Field fine tuning is not • For modifications at the I-182 ramps, the Consultant will coordinate with WSDOT for existing timings and provide recommended changes only based on the new pedestrian crossing changes. Deliverables: • Electronic file for each project intersection • Hard copy of timing sheets for each project intersection. SECTION 8: DESIGN ENGINEERING SERVICES DURING BIDDING The Consultant will provide engineering services during the bidding process for traffic signal related elements associated with the 20 Avenue Safety Improvements Project. The anticipated construction engineering services are described as follows: Pre Bid Opening The Consultant will respond to questions from prospective bidders and City Staff before bid opening in reference to the civil ADA ramp and sidewalk design as well as traffic related items contained in the bid package. All correspondence will be routed through the City via email or other written correspondence. Budget has been allocated for up to one Addendum to the Plans. Deliverables: • Answer to pre bid questions via email or other written correspondence • Up to one addendum (plans and specifications update) SECTION 9: PS&E SUBMITTALS The following Table 3 includes a complete list of the anticipated plan and detail sheets to be included under this Scope of Services for the Task 3, 4, and 5 PS&E package development. All review plan sets will be developed electronically in 11"x17' format and will be distributed by the City. The final plans will be developed full size (22" x 34") on Bond. The final plans will be Page 16 of 17 City of Pasco 20a' Avenue Safety Improvements provided to the City of Pasco for their preparation and development of the final procurement package. The final PS&E will consist of one set of plans on bond, special provisions, and construction cost estimate. Table 3: Estimated Plan Sheet Index Plan Sheet Description(Full Scale Size Number of Sheets 30% Submittal 60% 90% Final Traffic Signal Modification Plans 1"=20' 8 ✓* ✓ ✓ ✓ Signal Standard Detail Chart NTS 2 ✓* ✓ ✓ ✓ Hybrid Pedestrian Beacon Plans 1"=20' 2 ✓ ✓ ✓ ✓ Traffic Signal Wiring Schematics NTS 2 ✓ ✓ ✓ Cabinet Wiring Terminations NTS 1 ✓ ✓ ✓ Controller Terminations NTS 1 ✓ ✓ ✓ Signal Standard Detail Chart NTS 1 ✓ ✓ ✓ ✓ Traffic Signal Detail Sheets NTS 1 ✓ ✓ ✓ Ramp Concept Layouts (1-182) 1"=10' 2 ✓ Location and Index Sheet NTS 1 ✓ ✓ ✓ Ramp Layout & Curb Return Grades 1"=10 9 ✓ ✓ ✓ Demolition and Construction Plans 1"=10' 9 ✓ ✓ ✓ Ramp Details and Notes NTS 2 ✓ ✓ ✓ *Only I-182 intersection plans (2 plan sheets and 2 signal standard detail charts) to be submitted at the 30% design level. Deliverables: • No deliverables under this Section. SECTION 10: APPROXIMATE PROJECT TIMELINEIMILESTONES The following is an estimated time line for completion of the tasks described above. The level of effort identified in this Scope of Work based has been based on this time line. The timeline assumes that comments from the City and WSDOT on submittals are received within two weeks of the submittal: • Notice to Proceed For Preliminary Design: July 1, 2015 • Submit 30% Design: • Submit 60% Design: • Submit 90% Design: • Submit Final Design: Deliverables: • No deliverables under this Section. August 1, 2015 October 1, 2015 December 1, 2015 February 1, 2015 Page 17 of 17 City of Pasco 200i Avenue Safety Improvements N/A Exhibit B DBE Participation Agreement Number: WSDOT Form 140.089 EF Exhibit B Page 1 of 1 Revised 1013012014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data B. Roadway Design Files C. Computer Aided Drafting Files AutoCAD drawing files Agreement Number: WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 1013012014 D. Specify the Agency's Right to Review Product with the Consultant Agency will be provided access to all files necessary to complete project. Typical review documents to be in PDF format. E. Specify the Electronic Deliverables to Be Provided to the Agency AutoCAD drawing files, along with PDF, Word, and Excel files. F. Specify What Agency Furnished Services and Information Is to Be Provided Survey, Record drawings in PDF or AutoCAD format. Agreement Number: WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 1013012014 II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data Email, text, FTP site WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 1013012014 A. Agency Software Suite Email, text, FTP site B. Electronic Messaging System Email C. File Transfers Format FTP site, Internet WSDOT Form 140-059 EF Exhibit C Page 4 of 4 Revised 1013012014 See attached Exhibit D Prime Consultant Cost Computations Agreement Number: WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 1013012014 Exhibit D Consultant Fee Determination - Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Pasco 20th Avenue Safety Improvements Direct Salary Cost (DSC): Classification Man Hours $sd@ = Cost Principal - Grade 35 5 X $68.30 $ $341.50 Project Manager - Grade 23 130 X $48.10 $6,253.00 Project Engineer - Grade 17 144 X $38.25 $5,508.00 Asst. Project Engr-Grade 14 196 X $33.70 $6,605.20 CAD Designer - Grade 11 64 X $28.25 $1,808.00 Asst. Project Engr - Grade 10 170 X $27.50 $4,675.00 Admin - Tech M 20 X $27,65 $553.00 QA/QC - Grade 35 24 X $68.00 $1,632.00 X X X X X Total DSC = $ 27,375.70 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 177.10 %x$ 27,375.70 48,482.36 Fixed Fee (FF): FF Rate x DSC of 30 %x$ 27,375.70 8,212.71 Reimbursables: Itemized 1.208 Itemized Itemized Itemized Itemized Subtotal (Consultant Total): 85,278.77 Subconsultant Costs (See Exhibit E): 71,139.03 Grand Total 156,418 Prepared By: Dana Beckwith Date: July 13, 2015 0 Exhibit D Consultant Fee Determination -Summary Sheet Standard DKS Billing Grades Maximum Direct Salary I Overhead Fixed I Fee* Maximum I Billing Rate $ Tech Level A $ 9.62 177.10% 30.0% $ 29.55 Tech Level B $ 9.77 177.10% 30.0% $ 30.00 Tech Level C $ 11.40 177.10% 30.0% $ 35.00 Tech Level D/Grade 1 $ 13.03 177.10% 30.0% $ 40.00 Tech Level E/Grade 2 $ 14.65 177.10% 30.0% $ 45.00 Tech Level F/Grade 3 $ 16.28 177.10% 30.0% $ 50.00 Tech Level G/Grade 4 $ 17.91 177.10% 30.0% $ 55.00 Tech Level I3/Grade 5 $ 19.54 177.10% 30.0% $ 60.00 Tech Level I/Grade 6 $ 21.17 177.10% 30.0% $ 65.00 Tech Level J/Grade 7 $ 22.79 177.10% 30.0% $ 70.00 Tech Level K/Grade 8 $ 24.42 177.10% 30.0% $ 75.00 Tech Level L/Grade 9 $ 26.05 177.10% 30.0% $ 80.00 Tech Level M/Grade 10 $ 27.68 177.10% 30.0% $ 85.00 Grade 11 $ 29.31 177.10% 30.0% $ 90.00 Grade 12 $ 30.93 177.10% 30.0% $ 95.00 Grade 13 $ 32.56 177.10% 30.0% $ 100.00 Grade 14 $ 34.19 177.10% 30.0% $ 105.00 Grade 15 $ 35.82 177.10% 30.0% $ 110.00 Grade 16 $ 37.45 177.10% 30.0% $ 115.00 Grade 17 $ 39.08 177.10% 30.0% $ 120.00 Grade 18 $ 40.70 177.10% 30.0% $ 125.00 Grade 19 $ 42.33 177.10% 30.0% $ 130.00 Grade 20 $ 43.96 177.10% 30.0% $ 135.00 Grade 21 $ 45.59 177.10% 30.0% $ 140.00 Grade 22 $ 47.22 177.10% 30.0% $ 145.00 Grade 23 $ 48.84 177.10% 30.0% $ 150.00 Grade 24 $ 50.47 177.10% 30.0% $ 155.00 Grade 25 $ 52.10 177.10% 30.0% $ 160.00 Grade 26 $ 53.73 177.10% 30.0% $ 165.00 Grade 27 $ 55.36 177.10% 30.0% $ 170.00 Grade 28 $ 56.98 177.10% 30.0% $ 175.00 Grade 29 $ 58.61 177.10% 30.0% $ 180.00 Grade 30 $ 60.24 177.10% 30.0% $ 185.00 Grade 31 $ 61.87 177.10% 30.0% $ 190.00 Grade 32 $ 63.50 177.10% 30.0% $ 195.00 Grade 33 $ 65.13 177.10% 30.0% $ 200.00 Grade 34 $ 66.75 177.10% 30.0% $ 205.00 Grade 35 $ 68.38 177.10% 30.0% $ 210.00 Grade 36 $ 70.01 177.10% 30.0% $ 215.00 Grade 37 $ 71.64 177.10% 30.0% $ 220.00 Grade 38 $ 73.27 177.10% 30.0% $ 225.00 Grade 39 $ 74.89 177.10% 30.0% $ 230.00 Grade 40 $ 76.52 177.10% 30.0% $ 235.00 *calculated using direct salary only EXHIBIT D DKS ASSOCIATES SCHEDULE OF DIRECT LABOR, BURDEN, FRINGE BENEFITS AND OVERHEAD COSTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (AS REISSUED) APRIL 30, 2013 ArDkT 7�,{ CICO. (V U 1`' A LLP To the Board of Directors and The Trustee of the DKS Associates Employee Stock Ownership Plan 465 California Slreet Phone: (415) 4343744 Suite 700 I Fax: (415) 788-2260 San Francisco, CA 94104 www.oumcpa.com INDEPENDENT AUDITOR'S REPORT ON THE STATEMENT OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD We have audited the Statement of Direct Labor, Fringe Benefits, and General Overhead costs of DKS Associates ("the Company') (hereinafter referred to as "overhead schedule' or "the Schedule") for the fiscal year ended April 30, 2013. The Schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Schedule based on our audit. We conducted our audit in accordance with generally accepted auditing standards and the financial audit standards contained in Government Auditing Standards issued by the Comptroller General of the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Schedule is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Indirect Cost Schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Schedule. We believe that our audit provides a reasonable basis for our opinion. The accompanying overhead schedule was prepared on a basis of accounting practices prescribed by Part 31 of the Federal Acquisition Regulation ("FAR") and certain other Federal and State regulations as discussed in Note 1, and is not intended to be a presentation in conformity with generally accepted accounting principles. In our opinion, the overhead schedule referred to above presents fairly, in all material respects, the direct labor, fringe benefits, and general overhead of the Company for the year ended April 30, 2013 on the basis of accounting described in Note 1. The accompanying overhead schedule has been reissued to reflect adjustments to increase direct labor by $24,500, increase indirect labor by $20,802, and decrease auto and travel by $93,748, as described in Note 2. The aggregate effect of these adjustments was to decrease the total burden, fringe benefits and overhead rate from 179.21% as originally reported to 176.86%. In accordance with the Government Auditing Standards we have also issued our report dated October 10, 2013 on our consideration of the Company's internal controls and its compliance with laws and regulations. This report is intended solely for the use and information of the Company and government agencies or other customers related to contracts employing the cost principles of the Federal Acquisition Regulation and should not be used for any other purpose. 45004 j Ca ALP San Francisco, CA October 10, 2013, except for the Schedule of Direct Labor, Burden, Fringe Benefits, and Overhead Costs, and Notes 2, 3, 5, 7, and 10, as to which the date is March 19, 2014 DKS ASSOCIATES SCHEDULE OF DIRECT LABOR, BURDEN, FRINGE BENEFITS, AND OVERHEAD COSTS AS REISSUED FISCAL YEAR ENDED APRIL 30, 2013 Cost Audit Elements Proposed Adjustments BFO Footnote Audited Rates Direct labor $ 4,872,708 $ 50,060 41 $ 4,922,768 Burden and fringe benefits: Payrolltaxes- FICA/Medicare $ 625,073 $ - $ 625,073 12.70 Payroll taxes -disability 21,199 - 21,199 0.43 Payroll taxes - unemployment 82,031 - 82,031 1.67 Insurance- hospitalization 690,699 - 690,699 14.03 Insurance - group life 17,602 (14,364) 4i 3,238 0.07 Insurance - dental 108,779 - 108,779 2.21 Insurance - workers' compensation 42,947 - 42,947 0.87 Paid leave - vacation 465,580 - 465,580 9.46 Paid leave - holiday 219,211 - 219,211 4.45 Paid leave - sick 171,126 - 171,126 3.48 Profit sharing plan 39,821 - 39,821 0.81 ESOP expense 305,298 - 305,298 6.20 Flexible spending / Commuter checks 53,920 - 53,920 1.10 Total burden and fringe benefits 2,843,286 (14,364) 2,828,922 57.47 Overhead: Indirect labor 3,279,248 (255,196) 4aAg,4h, 41 3,024,052 61.43 Office rent 821,543 821,543 16.69 Business insurance 307,203 - 307,203 6.24 Auto and travel 240,241 (93,751) 4j, 4m 146,490 2.98 Depreciation 314,140 - 314,140 6.38 Equipment rental and maintenance 187,495 - 187,495 3.81 Bad debt expense 103,500 (103,500) 4b - - Telephone 128,130 - 128,130 2.60 Office supplies and services 285,669 (35,212) 4e 250,457 5.09 Consultants 172,566 - 172,566 3.51 Legal and accounting 257,595 (5,619) 4k 251,976 5.12 Dues, training and publications 117,830 (19,454) 4d 98,376 2.00 Business taxes and licenses 162,535 (632) 4f 161,903 3.29 Recruiting costs 13,269 - 13,269 0.27 Contributions 13,957 (13,957) 4c - - Total overhead Total burden, fringe benefits and overhead 6,404,921 (527,321) $ 9,248,207 $ See accompanying notes to the schedule. 2 5,877,600 119.39 $ 8,706,522 176.86 DKS ASSOCIATES (AS REISSUED) NOTES TO THE SCHEDULE OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD NOTE 1- Organization, operations and summary of significant accounting policies: Organization DKS Associates (the "Company') was incorporated in California in 1979, and is engaged in traffic engineering, transportation planning and civil engineering. During the fiscal year ended April 30, 2013, the Company maintained offices in California, Florida, Washington, Oregon, and Texas. Basis of accounting The Company's schedule of direct labor, fringe benefits, and general overhead costs was prepared on the basis of accounting practices prescribed in Part 31 of the Federal Acquisition Regulations ("FAR") and Florida Statute 112.061 and Florida Department of Management Rule 60L-9. Accordingly, the schedule of direct labor, fringe benefits, and general overhead costs is not intended to present results of operations of the Company in conformity with accounting principles generally accepted in the United States of America. Accounting poliQX The Company maintains a job -order cost accounting system for its reporting and accumulation of costs incurred under its contracts. Each project is assigned a job number so that costs may be segregated and accumulated in the Company's job -order cost accounting system. The Company's method of estimating costs for pricing purposes during the proposal process is consistent with the reporting and accumulation of costs under its job -order cost accounting system. Overhead rate structure The Company allocates all costs based on direct labor cost. NOTE 2 - Reissuance of overhead schedule: The accompanying schedule of direct labor, burden, fringe benefits and overhead costs has been reissued to reflect adjustments to amounts originally reported, as follows: (i) an adjustment was made to increase direct labor by an additional $24,500 from the originally reported adjustment of $25,560, for a total adjustment of $50,060 related to uncompensated overtime for salaried employees; (ii) an adjustment was made to decrease the originally reported indirect labor adjustment of $275,998 by a net amount of $20,802 (comprised of $24,500 related to uncompensated overtime for salaried employees, offset by 7 ($45,302) related to unallowable excess executive compensation) for a total decrease to indirect labor of $255,196; and (iii) an adjustment was made to decrease auto and travel by an additional $93,748 from the originally reported adjustment of $3, for a total decrease to auto and travel of $93,751. The increase in the net adjustment to total burden, fringe and overhead of $72,946 from the originally reported amount of $468,739 to the adjusted amount of $541,685 is summarized as follows: Additional adjustment from as originally FAR Reference reported Uncompensated overtime for salaried employees 31.202 $ 24,500 Unallowable excess executive compensation 31.205-6 (45,302) Additional adjustment to indirect labor (20,802) Unallowable auto allowance 31.205-46(d) 93,748 Total additional adjustment to total overhead $ 72,946 NOTE 3 - Labor related costs: Paid overtime Overtime costs are incurred in meeting certain deadlines. Exempt employees are paid for overtime work at straight time rates. Non-exempt employees are paid overtime at time and a half (premium portion). The premium portion of overtime paid is included in the pool of direct labor, fringe benefits, and general overhead costs. Uncompensated overtime The Company did not pay certain salaried employees for time worked in excess of 40 hours per week. Total uncompensated overtime related to direct labor was estimated to be $50,060, and was calculated as the difference between the employees' standard hourly rate and effective hourly rate multiplied by the number of direct labor hours worked using the Salary Variance Method as described in Chapter 5 of the AASHTO Audit Guide,. Hi¢hly compensated employees/officers The Company uses nationally -published compensation surveys to analyze the reasonableness of its executive compensation as described in Chapter 7 of the AASHTO Audit Guide. The Company determined it paid compensation to senior executives in excess of FAR §31.205-6(p) limits in an amount totaling $169,702, which was adjusted to the overhead schedule. Pension fund/deferred compensation/Employee Stock Ownership Plan (ESOP) The Company maintains qualified profit-sharing and 401(k) deferred salary benefit plans, to which the Company makes discretionary cash contributions annually. Effective May 1, 2005, the Company adopted the DKS Associates Employee Stock Ownership Plan and Trust (the "Plan"). The Company made contributions of $305,298 in fiscal 2013. This contribution did not exceed applicable limits allowable under FAR §31.205-6(q). Uncompensated sick leave The Company does not accrue sick leave costs earned during the fiscal year, as accumulated sick leave is not paid to an employee upon termination. Contract labor The Company uses contract labor for engineering related services, and bills this labor directly as cost reimbursements. NOTE 4 - Depreciation: The depreciation reflected on the accompanying schedule of direct labor, fringe, and general overhead costs is determined using the 150% declining balance method over the useful service lives of the assets, which range from five to seven years, and is allowable under FAR §31.205-11(e). E NOTE 5 - Unallowable costs: NOTE 6 - Certain other costs: Costs for preparation of federal income tax returns, included in legal and accounting costs, were $44,500 during the fiscal year ended April 30, 2013. Bonuses, included in indirect labor, totaled $1,300,000 for the fiscal year ended April 30, 2013. NOTE 7 - Burden, fringe benefits and overhead cost rates: Burden, fringe benefits and overhead cost rates applicable to employees providing services for the fiscal year ended April 30, 2013 were as follows: Burden and fringe benefits Overhead Total 57.47% 119.39% 176.86% The total rate of 176.86% is revised from 179.21% as originally reported (see Note 2). 0 Reference Amount a. Unallowable advertising and marketing costs (labor) 31.205-1 $ 14,372 b. Unallowable bad debt and collection costs 31.205-3 103,500 C. Unallowable contributions and donations 31.205-8 13,957 d. Unallowable lobbying costs 31.205-22 19,454 e. Unallowable entertainment costs 31.205-14 35,212 f. Unallowable fines and penalty costs 31.205-15 632 g. Unallowable compensation and bonus 31.205-6 169,702 h. Unallowable employee gifts 31.205-13 21,062 i. Unallowable insurance costs officers life, net 31.205-19 14,364 j. Unallowable travel costs 31.205-46 3 k. Unallowable reorganization legal fees 31.205-27 5,619 1. Uncompensated overtime for salaried employees 31.202 50,060 M. Unallowable auto allowance 31.205-46(d) 93,748 $ 541,685 NOTE 6 - Certain other costs: Costs for preparation of federal income tax returns, included in legal and accounting costs, were $44,500 during the fiscal year ended April 30, 2013. Bonuses, included in indirect labor, totaled $1,300,000 for the fiscal year ended April 30, 2013. NOTE 7 - Burden, fringe benefits and overhead cost rates: Burden, fringe benefits and overhead cost rates applicable to employees providing services for the fiscal year ended April 30, 2013 were as follows: Burden and fringe benefits Overhead Total 57.47% 119.39% 176.86% The total rate of 176.86% is revised from 179.21% as originally reported (see Note 2). 0 NOTE 8 - Direct expense rate: The Company's home office direct expense rate was based on the direct cost accumulated in the job costs and recorded by the following accounts in the general ledger. Home office direct expenses Copying and printing Rented vehicles Travel Postage and delivery Equipment Office supplies and expenses Lodging and subsistence Temporary help and technicians Total Unallowable expenses (traffic count technicians) Allowable expenses Direct labor Direct expense rate NOTE 9 - Facilities Capital Cost of Money (FCCM): Amount $ 23,012 15,108 78,569 3,851 12,793 290 24,685 594,633 752,941 (449,103) $ 303,838 $ 4,898,268 6.20% The Facilities Capital Cost of Money Rate has been calculated in accordance with FAR Section 31.205-10, using average net book values of equipment and facilities multiplied by the average treasury rates for the applicable period, as shown: Net capital assets, April 30, 2012 $ 760,405 Net capital assets, April 30, 2013 633,572 Total 1,393,977 Divide by 2 Average net capital assets $ 696,989 Average treasury rate 1.6875% Facilities capital cost of money $ 11,762 Direct labor base 4,898,268 FCCM rate ($11,762/$4,898,268) -0240% 7 NOTE 10 - Subsequent events: The Company has evaluated events subsequent to April 30, 2013 to March 19, 2014, the date upon which the Schedule of Direct Labor, Burden, Fringe Benefits, and Overhead Costs was available for issuance. NOTE 11- Auditor contact: The person to contact relative to this audit engagement is: Scott Miller, CPA Partner OUM & Co. LLP 465 California Street, Suite 700 San Francisco, CA 94104 (415) 434-3744 smiller@.oumcpa.com Washington State Ambk ®, CDepartment of Transportation April 2, 2014 Memorandum TO: Erik Jonson, WSDOT Contracts Administrator MS 47323 FROM: Martha Roach, Agreement Compliance Audit ManageA SUBJECT: DKS Associates Indirect Cost Rate correction for fiscal year end April 30, 2013 Corrected Memo The Oregon Department of Transportation (ODOT) has concluded their cognizant review of DKS Associates for the above referenced fiscal year. ODOT is the Cognizant State for DKS Associates. As such ODOT has performed its cognizant review and accepted the audit performed by OUM & Co, LLP. ODOT provided us a copy of the acceptance letter along with the CPA audit report. Based ODOT's acceptance of the revised Indirect Cost Rate for DKS Associates, we are issuing this letter establishing the DKS Associates Indirect Cost Rate for the fiscal year ending April 30, 2013 at 177.10% of direct labor (rate includes .24% Facilities Cost of Capital). Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. If you have any questions, feel free to call me at (360) 705-7006 or via email at roachmaiewsdot.wa. eov Attachment cc: Steve McKemey File DOT Form 790-008 EF ReA.ml 859 Exhibit E Sub -consultant Cost Computations There isn't any sub -consultant participation at this time. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub -Contracting" of this AGREEMENT. The agreement is with DKS Associates, but Harper Houf Peterson Righellis Inc. (HHPR) and Shannon & Wilson are working with DKS as part of original agreement. HHPR is performing Civil Engineering services (mostly ADA ramp related) and Shannon & Wilson is performing the necessary geotechnical soils analysis. Agreement Number: WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 1013012014 Exhibit E Subconsultant Fee Determination - Summary Sheet Harper Houf Peterson Righellis Inc. May 15, 2015 PROJECT: 20th Avenue Safety Improvements DIRECT SALARY COST (DSC): Project Manager Project Engineer QA / QC Engineer Civil Engineer Civil Designer CAD Technician Senior Landscape Architect Landscape Architect Survey Manager Project Surveyor Survey Technician Survey Crew Chief Instrument Person Clerical OVERHEAD (OH): OH Rate x DSC FIXED FEE (FF): FF Rate x (DSC+OH) REIMBURSABLES: Mileage Copies/Printing GRAND TOTAL RA- U-,- x Ave. Rate = Cost 51.25 x $63.83 = $3,271.53 93.00 x $51.07 = $4,749.51 46.50 x $51.07 = $2,374.76 0.00 x $43.30 = $0.00 203.00 x $32.67 = $6,632.01 160.00 x $28.57 = $4,571.20 0.00 x $40.68 = $0.00 0.00 x $33.17 = $0.00 0.00 x $50.54 = $0.00 0.00 x $42.73 = $0.00 0.00 x $85.26 = $0.00 0.00 x $25.66 = $0.00 0.00 x $22.23 = $0.00 10.00 x $20.37 = $203.70 of 148.95% x $21,802.71 TOTAL DSC = $21,802.71 TOTAL OH = $32,476.04 of 10.00% x $54,278.75 TOTAL FF = $5,427.87 0 x $0.555 $0.00 1 $386 $386.00 TOTAL REIMBURSABLES = $386.00 TOTAL = $60,092.62 PREPARED BY: Charles Harper DATE: May 15, 2015 Exhibit E Subconsultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule PROJECT. 20th Avenue Safety Impp, rovements Harper out Peterson Righellrs Inc. May 15, 2015 Discipline or Job Title Hourly Rate $ Overhead @ % Labor+ Overhead $ Profit @ % Profit $ Billing Rate Per Hour $ Project Manager $63.83 148.95% $158.91 10.00% $15.89 $174.80 Project Engineer $51.07 148.95% $127.13 10.00% $12.71 $139.85 Civil Engineer $43.30 148.95% $107.79 10.00% $10.78 $118.56 Civil Designer $32.67 148.95% $81.34 10.00% $8.13 $89.48 CAD Technician $28.57 148.95% $71.12 10.00% $7.11 $78.23 Project Landscape Architect $40.68 1 148.95% $101.28 1 10.00% $10.13 $111.40 Landscape Architect $33.17 148.95% $82.57 10.00% $8.26 $90.82 Planner $41.45 148.95% $103.18 10.00% $10.32 $113.50 Inspector $28.93 148.95% $72.02 10.00% $7.201 $79.22 Survey Manager $50.54 148.95% $125.82 10.00% $12.58 $138.40 ProjectSurveyor $42.73 148.95% $106.38 10.00% $10.64 $117.01 Survey Technician $31.13 148.95% $77.51 10.00% $7.75 $85.26 Survey Crew Crew Chie $25.66 148.95% $63.87 10.000/( $6.39 $70.26 Survey Crew Instrument Person $22.23 148.95% $55.33 10.00% $5.53 $60.86 Clerical $20.37 148.95% $50.71 1 10.00% $5.071 $55.78 � Washington State Department of of Transportation Transportation Building 310 MaA Park P.O. Boxl47,300 Avenue S.E. Olympia, WA 98504-7300 Lynn Peterson 3$0-705-7000 Secretary of Transportation TTY; 1-800-833-8388 w .wsdot.wa.gov January 13, 2015 Harper Houf Peterson Righellis, Inc. 205 SE Spokane Street, Suite 200 Portland, OR 97202 Subject: Acceptance FYE 2013 ICR — Cognizant Review Dear: Mr. Ken W. Baldwin We have accepted the Indirect Cost Rate (ICR) of 148.95% for FYE 2013, based on the "Cognizant Review" from Oregon Department of Transportation. This rate may be subject to additional review if considered necessary by WSDOT and will be applicable for WSDOT and Local Agency contracts only. Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. If you have any questions, feel free to call me at (360) 705-7106 or via email consultantrates�a>wsdot.wa. eov. Regards; / ? JA� K. JONSO Manager, Consultant Services Office EKJ:kal Acceptance Cognizant Review Aftk WWashington State Department of Transportation December 31, 2014 Memorandum TO: Erik Jonson, WSDOT Contracts Administrator �`� FROM: Martha Roach, Agreement Compliance Audit Managet�° SUBJECT: Harper Houf Peterson Rigbellis, Inc. Indirect Cost Rate for fiscal year end December 31, 2013 The Oregon Department of Transportation (ODOT) has concluded their cognizant review of Harper Hoof Peterson Righellis (HHPR) for the above referenced fiscal year. ODOT is the Cognizant State for HHPR. As such ODOT has performed its cognizant review and accepted the audit performed by Moss Adams, LLP. ODOT provided us a copy of the acceptance letter along with the CPA audit report. Based ODOT's acceptance of HHPR's Indirect Cost Rate, we are issuing this letter establishing GEI's rate for the fiscal year ending December 31, 2013 at 148.95% of direct labor (which includes Facilities Cost of Capital of 0.21%). Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. If you have any questions, feel free to call me at (360) 705-7006 or via email at roachmau,wsdot.wa.('ov Attachment cc: Steve McKerney File DOT Fw 700000 EF RedseE 3/99 0 PSS = IotutA.tautwber,nr.D,co.mor December 30, 2014 The Board of Directors and Stockholders Harper Hoof Peterson Righellis Inc. Department of Transportation Central Services - Audit Services 355 Capitol St. NE MS#52 Salem, OR 97301-2528 (503) 986.3213 Re: Harper Houf Peterson Righellis Inc (HHPR) Schedule of Indirect Cost Rate Fiscal Year Ended December 31, 2013 We have performed a cognizant review of HHPR's documentation and the working papers of your independent CPA firm, Moss Adams LLP of their audit of the Schedule of Indirect Cost Rate for HHPR's Fiscal Year Ended December 31, 2013 in accordance with our role as Cognizant Agency as defined in 23 U.S.C. 112(b)(2)(c) and 23 CPR 172.3 and 172.7. Our cognizant review was performed in accordance with the AASHTO Review program for CPA Audits of Consulting Engineers' Indirect Cost Rates. We were provided with a copy of independent auditor's report dated September 22, 2014, copies of their working papers from Moss Adams LLP and additional documentation from HHPR. Based on our review, we accepted the audited Schedule of Indirect Cost Rate. This letter of concurrence establishes HHPR's Schedule of Indirect Cost Rate for the fiscal year ended December 31, 2013 at 148.75% of direct labor and a Facilities Capital Cost of Money factor of 0.21 % of direct labor. A copy of this letter will be forwarded to the appropriate ODOT contracting offices. If you or any representative of HHPR has any questions, please contact me at (503) 986-3213 or Ruth Wu at (503) 9864003. Sincerel , Mar rr2ole., CPA External Audit Services Manager Oregon Department of Transportation cc: Ken Baldwin, Financial Manager, HHPR Nancy Young, CPA, CISA, CFE, Senior Manager, Moss Adams LLP Certification of Final Indirect Costs Firm Name: Harper Houf Peterson Righelfis Inc. Indirect Cost Rate Proposal: 148.26 Date of Proposal Preparation (mm/dd/yyyy): December 31st 2014 Fiscal Period Covered (mm/ddiyyyy to mmldd/yyyy): v12013 to 1=11213 1, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1.) All costs included in this proposal to establish final indirect cost rates are allowable In accordance with the cost principles of the Federal Acquisition Regulations (FAR) of tllle 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firms ownership, organization and indirect cost rates have been disclosed. Name ofjCert'rfying Official* (Print): Ron o. Peterson Title: Corporate secretary Date of Certification (mm/dd/yyyy):12n1rzm4 'The 'Certifying Official° must bean individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470AA available on line at: htto:ifwww.fnwa.dot.gov/le—qsr2egs/directiveslorders/44701a.htm O/H Certification; Nov 2010 HARPER HOW PETERSON RIGHELLIS INC. SCHEDULE OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD YEAR ENDED DECEMBER 31, 2013 General Ledger %of Amount Disallowed FAR Proposed Direct Account Number & Description Balance Direct Cost Costs Reference Costs Labor DIRECT LABOR 5100 DIMa Labor-Smif 5100 Direct Labor -Of icars 9500 CIE Diroct Labor TOTAL DIRECT LABOR FRINGE BENEFITS 7014 Sabbatical Labor 7015 Holiday Labor 7016 Sick Labor 7017 Vacation Labor 7018 Vacation Accrual Ad). 7019 Health Pay 7020 Vacation Payout 7024 Wages- Vehicle Personal Use Allocation 7048 Excess Sick Payout 7080 Safe Harbor 7085 Pruftt Sbaring 7130 P/RTaxes-Medi 7131 P/RTaxcs-Social Security 7132 P/RTaxes-PUTA 7133 P/RTaxes SUTA 7134 P/RTaxes Canby Transit 7135 P/RTaxes TriMet 7140 Medical Benefits 7142 Fitness: Program 7145 Long Term D'ts. ins. 7360 Service Bonus 7370 Hosts 7375 Mgmt Incentive Compensation TOTAL FRINGE BENEFITS GENERAL OVERHEAD 5111 Psalms Mileage 5120 Project Expenses 5121 Delivery pees 5122 Plan/Document Reproduction 5123 Project Postage 5124 Parking Fees 5125 Project Travel 5126 Project Meals 5127 Pemits/PIans/Maps 5129 Other Project Expenses 5130 Sub-Consulnum; 5140 Sales Tax•Pro)cet 7010 Indirect Labor 7011 Indirect Wage Variants Exp. 7025 Admin Mileage 7026 Admin Expenses 7032 HR Recruiting/ Reloation Exp. 7034 Promotional Mileage 7035 Marketing Mileage 7036 Promotional Expense 7037 Morkedng Expenses 7050 Mask &Entertainment 7055 Travel 7070 Vehicles 0 & M Expenses 7100 Overhead Reallocation Expense 7136 Worker Comp. 7137 Workers Camp Insurance S 2,578,598 S S (4,041) (1) S 2,574,557 270,761 - (1) 270,761 302 01121 (2) f01 2.849.66 14.3431 2.845,318 30. 0.00% 30,197 132,240 162,237 314,810 2,726 45,239 89,395 43,674 23,633 140.025 171,364 60,617 270,795 3,082 74.6615 28,599 477,029 6,793 16,953 12,000 42,900 (8,717) (9) 21,480 132,240 162.237 314,818 2,726 45,239 89,395 (43,674) (45471 (2,228) (9,052) (100) (2,431) (929) (15,515) (221) (550) 2165.982 (935281 31,247 1,560 3,920 27,040 1.615 825 7,501 5,686 66 66,963 1,721,789 330 1,280,831 (215,530) 1,506 56,750 1,006 2,189 1,233 46,463 3,355 10,052 3,810 66,947 (79,144) 2,994 7,466 (31,247) (1560) (3;920) (27,040) (1,615) (82s) (7,501) (5,686) (66) (66,9631 (1,721,789) (330) (102.718) (253) (25,211) (1,440) (46,452) • [381) (10.052) (1,790) (3) 1,178,113 23,633 (4)(14) 135,478 (4)(14) 165,800 (4)(14) 66,389 (4)(14) 269,743 (4)(14) 4982 (4)(14) 72,435 (4)(141 3,174 (4)(14) 27,670 (4)(14) 462,314 (4)(141 6,572 (4)(14) 16,403 12,888 42,900 2.072.454 72.84% (4) 1,178,113 (21) (4) 1,253 (4)(5) 31,539 11006 (4) 749 (4) 1,233 (4) 11 (5) 3,174 (4)(17) 21020 66,947 (15) (79,144) 2,994 7,466 See accompanying notes. 3 HARPER HOUF PETERSON RIGHELLIS INC. SCHEDULE OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD (continued) YEAR ENDED DECEMBER 31, 2013 General Ledger %of Account Disallowed FAR Proposed Direct Aeeountblumber&Description Balance Direct Cost Casts Reference Costs Labor 7210 Rent 7230 Telephone 7235 Vehicle Leasing Expense 7240 Projectllability Casts 7241 Insurance Vehicles 7242 Insurance Liability 7243 Insmmnce Rey Man 7250 Depredation Non Vehicles 7252 Depreciation Vehicles 7260 Bank Service Charges 7270 OtBce Equipment Lease Expense 7275 Furniture/Equipment Expense 7280/7285 Supplies & Postage 7295 Misc. HW/Soft 7300 Repairs & Maintenance 7310 Legal/Accountleg 7320 Education/Seminars 7325 Professional Licenses & Dues 7330 Subscriptions 7335 Sates/Use Tax 7340 Tues and Business Licenses 7345 WA B&O Tax 7350 Contribu0ons 7380 Bad Debt Expenses 7500 Interest Expense 7510 Penaldes/Fiaauce Charge Exp 8630 VISA/MCFeas 8665 Supplies&Postage 8675 Web Hosting( Domain Costs 4140 Interestlncome 4160 Otherincome 4180 Win/Loss on Sales ofAssets TOTALGENERALOVERHEAD TOTAL INDIRECT COSTS & ON RATE FACILITIES CAPITAL COST OF MONEY (FCCM) TOTAL INDIRECT COST AND FCCM 450,064 - - 450,064 33,013 - - 33,013 33,024 - 33,024 L391 - (1.391) (6) - 17,795 - 17,795 98.730 98,730 5.460 - (5,460) (7) - 157,439 - - 157,439 4,582 - 4,582 10,732 (3.000) (8) 7,732 4&625 - - 48.625 6p15 - - 6,015 44,85D 44,050 110,599 - - 110,599 12,454 - 12,454 62371 - (14674) (6)(13)(16) 45,697 12399 - (625) (4) 11.774 23,156 (3,156) (10)(4) 20,000 3.488 - 3,400 1,275 - - 1,275 19,184 - - 19,184 3L482 - - 31,482 12.949 - (12,949) (1)(4)(10) (55,415) - 55.415 (11) - 32,716 (32,716) (8) - 649 (649) (12) - 474 - (474) (2) - 91 - (91) (2) 570 - (570) (2) - (643) - 643 (8) - (420) - (420) _ f975) 1`9751 4,238,194 71.868.5421 (209.794) 2.159.058 75.91% 6,404,176 (1.8685421 _ (303.3221 4,232.312 148.75% 5.930 5,93U 0 % 6.410,106 1 68542 1`303.3221 4.238.Z4Z 148.95% dated to Civil Tools software product sold by company are notallowabie. ixpe mrelated to the personal Use 0fcomp30y2uto are notallowable. I -6(a) -Advertising, Promotional and Public Relations Costs, Including associated payroll costs, are not allowed. related to entertainment and company functions involving entertainment are not allowable. Prc,jectlosses & associated legal defense costs am not allowed net on lives oflmy personnel where the company is the benellclaty, Is not allowable, efleans and interest are not allowable 31-205-22- Lobbying costs, paid directly or as a percentage of professional dues, is disallowed . 31405.3 - Bad debt is not allowable 31-205-15 -Fines and penalties are not allowable 31-205-3- Collection corm are not allowable 31201-6- Directlyassuclated costs with unallowable casts related to personal use of company auto (31.205.6(m)(2)) HHPR udlizesOL 8 7100 when allocating HHPR equipment III vehicle charges to project or indirect GL accounts 31205.27.Organization / Reorganization Accounting Fees 4 See accompanying notes. HARPER HOUF-PETERSON RIGHELLIS INC. NOTES TO THE SCHEDULE OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD YEAR ENDED DECEMBER 31, 2013 Note 7 - Related -Party Transactions The Company has included minimal transactions with related parties in the Schedule. These transactions include loan payments, interest payments, and payments for the redemption or purchase of stock. The related -party interest costs have been removed from the Schedule as unallowable in compliance with FAR 31.205-20. Some employees of the Company drive Company vehicles for personal use. Amounts attributable to this personal use totaled $43,674 as of December 31, 2013, and were disallowed. Note 8 - Facilities Capital Cost of Money (FCCM) The cost -of -money rate has been calculated in accordance with FAR 31.205-10, using average net book values of equipment and facilities multiplied by the average treasury rate for the applicable period. Equipment and facilities include furniture, computer equipment, vehicles, and leasehold improvements. The Facilities Capital Cost -of -Money for the year ended December 31, 2013 was calculated as follows: Average Net Book Value of Company Assets $ 379,368 Average Treasury Rate 1.563% Computed Facilities Capital 5,930 Direct Labor Base 2,845,318 Cost -of -Money Rate 0.21% Note 9 - Incentive Compensation The Company periodically provides incentive compensation to substantially all employees under an informal bonus policy. Semi-annually, management determines the amount of, and the allocation of, the compensation to employees based on individual performance. The incentive compensation is an agreement entered into in good faith between the Company and the employees before the services are rendered, pursuant to an established plan, and management considers the payments part of employee compensation. SHANNON & WILSON, INC. Geotechnical and Environmental Consultants PROJECT: 20th Avenue Safety Improvements, Pasco, WA DIRECT SALARY COST (DSC) Classification Senior Officer Officer Senior Associate Associate Sr. Principal Engr./Geol./Hydro Principal Engr./Gecl./Hydro. Sr. Professional Engr./Geol./Hydro.I V Engr./Geol./Hydro. III (Sampling) Engr./Geol./Hydro. II (Lab Testing) Engr./Geol./Hydro. I Sr. Technician/Drafter Technician/Drafter II Administrative Asst./Clerical Total DSC OVERHEAD (OH COST -Including Salary Additives) OH Rate X DEC FIXED FEE (FF) FF Rate X DSC REIMBURSABLE: Subcontracted Services Traffic Control Plan & Implementation Traffic Control Plan (2 intersections, 2 locations) Mobilization & Demobilization, lump sum Flaggers & Equipment TC Subtotal Drilling Mobilization & Demobilization, lump sum Drilling, H S A, per foot Support Trucks, per day Per Diem, per day Bentonite, per bag Asphalt patch, per bag Drilling Subtotal Sales Tax on materials only Contract Markup Subcontracts Total Engineering Mileage, per mile 4WD Vehicle, per day Per Diem, per day Reproduction, per copy Color Copies, each Mail/Courier, lump sum Subtotal Engineering Reimbursibles Total Reimbursable GRAND TOTAL PREPARED BY: Project No.: 22-2-04131-001 5/19/2015 EXHIBIT E Feature: Geotechnical Study - Marie and Yakima Estimated Hours Average Rate Estimated Total 2 $ 77.11 $ 154.22 $ 69.66 $ - $ 56.52 $ $ 51.67 $ - 22 $ 45.41 $ 999.02 $ 42.01 $ - $ 35.27 $ $ 32.58 $ - 12 $ 30.42 $ 365.04 $ 24.87 $ - $ 23.68 $ - 2 $ 28.70 $ 57.40 8 $ 26.06 $ 208.48 4 $ 21.24 $ 84.96 $ 1,869.12 189.44% $ 3,540.86 31.00% $ 579.43 Estimated Units Rate Estimated Total 1 $ 800.00 $ 800.00 $ 450.00 $ - 8 $ 105.00 $ 840.00 $ 1,640.00 1 $ 1,500.00 $ 1,500.00 40 $ 20.00 $ 800.00 2 $ 175.00 $ 350.00 2 $ 245.00 $ 490.00 12 $ 9.00 $ 108.00 2 $ 25.00 $ 50.00 $ 3,298.00 $ 4,938.00 80 $ 0.565 $ 45.20 $ 85.00 $ - $ 145.00 $ $ 0.10 $ 12 $ 2.00 $ 24.00 1 $ 50.00 $ 50.00 $ 119.20 $ 5,057.20 $ 11,046.61 Clinton A. Wilson, PE DATE: 19 -May -15 A0111L State Transportation Building MWashington AP Department of Transportation 310 Maple Park Avenue S.E. P.O. Box 47300 Lynn Peterson Olympia, WA 98504-7300 Secretary of Transportation 360-705-7000 TTY: 1-800-833-6388 www.wsdot.wa.gov July 9, 2013 Jeannie Brozik, Accounting Manager Shannon & Wilson, Inc. 400 N 30 St, Suite 100 PO Box 300303 Seattle WA 98103-8600 RE: Shannon & Wilson, Inc. Indirect Cost Rate Schedules Fiscal Year End December 31, 2012 Dear Ms. Brozik: We accept the audit work performed by CPA Consulting, Inc. P.S. related to the Indirect Cost Rate schedule for the above referenced fiscal year for Shannon & Wilson, Inc. Our office did not review the work performed by CPA Consulting, Inc. P.S. The schedule was audited by the CPA Consulting, Inc. P.S. for compliance with Part 31 of the Federal Acquisition Regulations. CPA Consulting, Inc. P.S. accepted an Indirect Cost Rate for the year ended December 31, 2012, at 193.40% (rate includes Facilities Cost of Capital of 0.198%) of direct labor. Based on the work performed by the CPA, we are issuing this letter establishing Shannon & Wilson, htc. Indirect Cost Rate for the fiscal year ending December 31, 2012, at 193.40% (rate includes Facilities Cost of Capital of 0.198%) of direct labor. Costs billed to actual agreements will still be subject to audit of actual costs. Please check with the WSDOT Consultant Services Office (HQ) and/or the WSDOT Area Consultant Liaison to determine when this reviewed rate will be applicable to your WSDOT agreement(s). Ms. Brozik Shannon & Wilson, Inc. July 9, 2013 Page 2 If you, or any representatives of Shannon & Wilson, Inc., have any questions, please contact Martha Roach, Jeri Sivertson, or Steve McKemey at (360) 705-7003. Sincerely, Martha S. Roach Agreement Compliance Audit Manager MR:ds Enclosure cc: Steve McKerney, Director of Internal Audit Jeri Sivertson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File C) G Hca �gvn �noy-by�m pao �h p�n n JN CA � m g 5 Q t0 N n r C 3• O N n q 6 ry U1 _ ._. w ry _ IJ p, Yaa U A FJ b m UI a H D1 IJ O m A O, b [-+ W N W O+ i W b J O W U �I N N O\ A IJ n 7- VJt W jJ J ,O V F N G A W N A W �+ A b IQ W N O b J J O O W b N N IJ U b (� O, N v V O m to _ V m N w U O Z H V to O O W A U b W IJ O X U m O J ^ N J A A m t.a vOv v vJ vav vO Vv VIU O r 0 _ U,.w...w.. Va W .w-.W -w-. IJ IJ iJ IJ N lJ IJ IJ fJ IJ jJdi O rn rh VI lA Vr t'./1 UI W In Ur lA R Ch W A M er H W �P T .. '�O U 6 V q ? a U J U tar w U A V, N U N lh 1J �O IJ b 4a {a, w W J_ b N b A ... T b W u 4 O N a. rn M7 ;J VNi SJ J l i J A U O? O A U J O O J y M �D tan ] ryj n O J m N r A O U- `� O IJ b O twA b J W_ A N Or Vi Q mm z O 1- O m VJ OAO �1JJ ppe trait W b tT N IJ U b O, m m N m m .I N W IJ IJ O Q d U m C i z Ch a o yah m IJ N e o a O' O O 'n N CI ly N A SHANNON & WILSON, INC. NOTES TO STATEMENT OF DIRECT LABOR, FRINGE BENEFITS AND GENERAL OVERHEAD DECEMBER 31, 2012 FAR References: (1) Unallowable spot bonuses (2) Taxes related to unallowable promotion labor (3) Unallowable meals and employee gifts (4) Paid bonus accrued in prioryear (5) Advertising and public relations labor (6) Excess per diem and travel expense (7) Unallowable contribution costs (B) Unallowable entertainment costs (9) Unallowable advertising and public relations costs (10) Interest expenses (11) Federal income taxes (12) Unallowable bad debts (13) Rent charged as direct costs to projects NOTE B: DESCRIPTION OF ACCOUNTING SYSTEM (continued) Depreciation — Depreciation has been provided on the straight-line method over the estimated useful lives of buildings, equipment and leasehold improvements. The depreciation included in General Overhead does not exceed the amount used in the financial statements and is allowable under FAR 31.205-11 (e). Sick Leave—Sick leave costs are neither accred annually nor paid to an employee upon termination. Applicable sick leave costs are expensed if paid and then included in the overhead rate. Compensation—The Company paid no compensation in excess of the FAR 31.205-6(p) limit of $763,029 per person. Senior executive compensation was reasonable in comparison with salary survey data in accordance with FAR 31.205-6(a). NOTE C: FACILITIES CAPITAL COST OF MONEY (FCCM) The Facilities Capital Cost of Money rate has been calculated in accordance with FAR Section 31,205- 10, using average net book values of equipment and facilities multiplied by the average Treasury rates for the applicable period, as shown: Beginning net capital assets, January 1, 2012 $ 1,342,755 Ending net capital assets, December 31, 2012 1,100,302 Average Net Capital Assets 1,221,529 Average Treasury Rate 1,875% Facilities Cost of Money $ 22,904 Direct Labor Base $ 11,592,355 FCCM Rate 0.198% NOTE D: BENEFIT PLANS The Company has two qualified retirement plans which cover employees who meet eligibility requirements. The Company made cash contributions of $914,082 to the plans during the year ended December 31, 2012. NOTE E: AUDITOR CONTACT The person to contact relative to this engagement is: Kristine L. Tryon CPA Consulting, Inc., P.S. Phone (425) 401-5061 Certification of Final Indirect Costs Firm Name: Shannon & Wilson, Inc. Indirect Cost Rate Proposal: 193.4% Date of Proposal Preparation (mm/dd/yyyy): 0620/2013 Fiscal Period Covered (mm/ddlyyyy to mm/dd/yyyy): 01/0112012 to 12/312012 i, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and bellef.- 1.) All costs Included In this proposal to establish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and indirect c�+� oostrates have been disclosed. Signature: T)d ` ' /� 4& . Name of Certifying Official` (Print): PaUI Godlewski Title: Vlca PmIdent Date of Certification (mmlddlyyyy): 06/202013 "The "Certifying Official" must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on fine at: http://www.fhwa.dotgov/leqsreqs/direcUves/orders/44701a.htm O/H Certification; Nov 2010 Exhibit F Title V/ Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 1013012014 Exhibit G -1(a) Exhibit G -1(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Exhibit G Certification Documents Certification of Consultant Certification of Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of DKS Associates, Inc. whose address is 720 SW Washington St., Suite 500, Portland, OR 97205 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the City of Pasco 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. DKS Associates, Inc. Consultant (Firm Name) 7-14-2015 Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G -1(b) Certification of Agency Official I hereby certify that I am the: ❑/ Agency Official ❑ Other of the City of Pasco , and DKS Associates, Inc. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature 7115115 Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 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 criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. DKS Associates, Inc. Consultant (Firm Name) Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/3012014 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, a officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certify and disclose accordingly. DKS Associates, Inc. Consultant (Firm Name) 7-14-2015 Date Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design en or(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: WSDOT Form 140-089 EF Exhibit / Page 1 of 2 Revised 1013012014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: WSDOT Form 140-089 EF Exhibit / Page 2 of 2 Revised 1013012014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • 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 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 1013012014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from W SDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 1013012014