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HomeMy WebLinkAboutAnderson Perry & Associates, Inc - Road 68 Widening (South of I-182) PSA (Agreement No. 20-026)Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: 20-026 Does this Require DES filing? ❑ Yes ❑i No Firm/Organization Legal Name (do not use dba's): Anderson Perry & Associates, Inc. Address Federal Aid Number P.O. Box 1687, Walla Walla, Washington 99362 STPUL-3515(009) UBI Number Federal TIN 600-337-832 93-0640493 Execution Date Completion Date IM J10 December 31, 2021 1099 Form Required Federal Participation ❑ Yes ❑i No Yes ❑ No Project Title Road 68 Widening (South of I-182) Description of Work This project generally includes the tasks required to provide design services for the City of Pasco's Road 68 Widening (South of I-182) Project. Specific project elements include environmental documentation, topographic mapping, storm system design, road widening, signage and striping, quality assurance/quality control (QA/QC) review, and bidding and award phase services. WSDOT Agreement No. LA -9626 ❑ Yes % ❑i No DBE Participation Total Amount Authorized: $60,552.27 ❑ Yes % ❑i No MBE Participation Management Reserve Fund: ❑ Yes % ❑i No WBE Participation Yes % ❑ ❑i No SBE Participation Maximum Amount Payable: $60,552.27 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 I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 01/0112020 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: 1. 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 01/0112020 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26 shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absence of a mandatory UDBE, the Consultant shall continue their outreach efforts to provide SBE firms maximum practicable opportunities. The CONSULTANT, on a monthly basis, is required to enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non minority, woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the 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: Faigda Rico Agency: City of Pasco Address: 525 N. 3rd Avenue City: Pasco State: WA Zip: 99301 Email: ricof@pasco-wa.gov Phone: 509-545-3444 Facsimile: IV. Time for Beginning and Completion If to CONSULTANT: Name: Jake Hollopeter, P.E. Agency: Anderson Perry & Associates, Inc. Address: 214 E. Birch Street, Suite 1 City: Walla Walla State: WA Zip: 99362 Email: jhollopeter@andersonperry.com Phone: 509-529-9260 Facsimile: 509-529-8102 The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. This AGREEMENT may require filing with the Department of Enterprise Services (DES) pursuant to RCW 39.26.140. If such approval is required by DES, this AGREEMENT shall not bind the AGENCY until approved by DES. If the AGREEMENT must be approved by DES, work cannot.begin, nor payment made until ten (10) or more working days following the date of filing, and, until approved by DES. Any subsequent SUPPLEMENTAL AGREEMENT may also be subject to filing and/or approval from DES. 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 Revised 0110112020 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 11, "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 A&E 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 A&E 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. (excluding Meals, which are reimbursed at the per diem rates identified in this section) 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 the WSDOT' 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 0110112020 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and `B" 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." Management Reserve Fund (MRF): The AGENCY may desire to establish a 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, "Extra 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, "Extra 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 0110112020 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, WSDOT'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 `B" 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. Al. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 01/01/2020 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. seq.) • 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 01/0112020 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 0110112020 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 the AGENCY'S, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or the AGENCY, their agents, officers and employees by the CONSULTANT, their 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 by the Parties. Agreement Number: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 01/0112020 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 "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the Als. 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: Dustin Wittman Agency: City of Pasco Address: 525 N. 3rd Avenue City: Pasco State: WA Zip: 99301 Email: wittmand@pasco-wa.gov Phone: 509-545-3447 Facsimile: 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 01101/2020 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. X111. 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 01/0112020 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 and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 0110112020 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 party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. Thep arties 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: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 0110112020 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. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to farm by the Office of the Attorney General. Agreement Number: 20-026 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 01101/2020 EXHIBIT A CITY OF PASCO, WASHINGTON ROAD 68 WIDENING (SOUTH OF 1-182) SCOPE OF WORK TASK DESCRIPTION AND BACKGROUND This project generally includes the tasks required to provide design services for the City of Pasco's (AGENCY) Road 68 Widening (South of 1-182) Project. Specific project elements include environmental documentation, topographic mapping, storm system design, road widening, signage and striping, quality assurance/quality control (QA/QC) review, and bidding and award phase services. In general, the design services will include the following key components and deliverables: • Stormwater Design Memo • National Environmental Policy Act (NEPA) Documentation • State Environmental Policy Act (SEPA) Documentation • Topographic Mapping and Base Mapping Compatible with AutoCAD Civil 3D 2020 or Later • 60 Percent Design Submittal with Cost Estimate • 95 Percent Design Submittal with Specifications and Cost Estimate • 100 Percent Design Submittal with Specifications and Cost Estimate • Final Plans, Specifications, and Estimate (PS&E) • Submit Monthly Invoices • Provide Project Updates • Bidding and Award Phase Services DUTIES AND RESPONSIBILITIES OF ANDERSON PERRY & ASSOCIATES, INC. (CONSULTANT) TASK 1- PROJECT ADMINISTRATION The CONSULTANT will oversee project tasks and coordinate with AGENCY representatives to manage the project's scope, schedule, and budget. 1.1 Contract Administration, Invoicing, and Progress Reports 1. Prepare and submit monthly invoices. Each invoice will include the date period covered by the invoice; the number of hours worked during the billing period with billing rates shown; expenses and associated markups. 2. Prepare a brief Project Status Report to accompany the monthly invoices. The Project Status Report will include the date period covered by the report, a brief summary of the work performed during the billing period. 3. Project management. General coordination with the AGENCY and stakeholders, as well as ongoing monitoring of tasks and resources. 4. Maintain all contract -required documentation. Provide copies of project files and records to the AGENCY for audits and public information requests. All final documents will be provided in electronic format as requested. 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of 1-182)\Agreement\Exhibit A - SOW.docx Page 1 of 6 Deliverables ❑ Monthly Invoices and Project Status Reports ❑ Project Documentation 1.2 Meetings Various meetings will likely require the CONSULTANT to prepare information, participate, and document outcomes. Subconsultant team members shall attend meetings related to their specific tasks as requested by the CONSULTANT. The anticipated meetings are as follows: 1. Project kickoff meeting with AGENCY staff. 2. Internal bi-weekly CONSULTANT design team and subconsultant coordination meetings. 3. Meetings with AGENCY staff to discuss review comments from each submittal package. 4. Bi -weekly email project updates with conference calls and meetings as needed. TASK 2 - PRELIMINARY DESIGN AND PERMITTING 2.1 Stormwater Design Memorandum The CONSULTANT will prepare a Stormwater Design Memorandum presenting concepts for the stormwater improvements. The Stormwater Design Memorandum will include all project design assumptions and stormwater calculations for the proposed stormwater improvements. One electronic (pdf) copy of the final memorandum will be provided to the AGENCY. Deliverables ❑ Draft Stormwater Design Memorandum ❑ Final Stormwater Design Memorandum 2.2 Environmental Documentation The CONSULTANT will prepare a draft NEPA Environmental Classification Summary (ECS) for AGENCY review. The CONSULTANT will incorporate the AGENCY's comments and prepare a final NEPA ECS for submittal. It is assumed that the project will fall under a Categorical Exclusion and will follow WSDOT's NEPA Categorical Exclusion process. The CONSULTANT will prepare a draft SEPA Checklist for AGENCY review. The CONSULTANT will incorporate the AGENCY's comments and prepare a final SEPA Checklist for submittal. The AGENCY will pay all fees associated with processing permit applications. One electronic (pdf) and one paper copy of both the draft and final documents will be provided. Deliverables ❑ Draft NEPA ECS ❑ Final NEPA ECS ❑ Draft SEPA Checklist ❑ Final SEPA Checklist 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of 1-182)\Agreement\Exhibit A - SOW.docx Page 2 of 6 TASK 3 - DATA COLLECTION 3.1 Topographic Survey and Right -of -Way Determination The CONSULTANT will provide the data needed to fully map the project area. Design surveying services will include five primary elements: records research, survey control, topographic mapping, rights-of-way retracement and monument locations, and base mapping. Each element is generally described below. 1. Records Research— Right-of-way, plats, short plats, surveys, and ownership records will be researched at the Franklin County Courthouse and Surveyor's office. 2. Survey Control — Survey control will be placed throughout the project, and existing survey monumentation will be tied into the survey control. The field crew will bring the AGENCY's horizontal and vertical control onto the site utilizing RTK GPS surveying techniques, thus establishing primary control points along the route. A precise digital level loop will be run from an AGENCY benchmark and through all the primary control points. Once topographic mapping commences, it may be necessary to set secondary control points or "jump hubs" to gather additional information that the primary control is unable to see. A digital level will also be run to all jump hubs. The project will conform horizontally and vertically to AGENCY GPS control based on the Washington State Coordinate System, South Zone, NAD 83, and vertically to NAVD 1988. 3. Topographic Mapping (Design Survey) — All relevant roadway topographic and utility features will be identified to the right-of-way. Additionally, the mapping will extend approximately 50 feet in each direction at all public street intersections. This survey will contain adequate data to prepare a topographic model for the AGENCY's use in road and utility design. The underground utility notification center will be contacted prior to the field crew arrival, and all paint marks will be located. All overhead utilities and the invert elevations on all visible catch basins and manholes will be shown on the survey. For all storm and sanitary lines, the next manhole will also be located. The CONSULTANT will contract with a private utility locator to provide GPR services to locate private utilities within the project area and supplement the design survey if needed. 4. Rights -of -Way Retracement and Monument Locations —All centerline monuments will be searched for and tied, if found. Approximately two tax parcels are identified for this project. 5. Base Mapping—The field data will be reduced and the design survey base map will be completed. A surface will be created and contours shown in the design survey. The right-of-way will be determined from existing records and found monumentation and will be shown on the design survey. A separate stand-alone design survey map will not be prepared. The CONSULTANT will conduct site visits and perform field and office verification of survey data represented in the project base map. 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of I-182)\Agreement\Exhibit A - SOW.docx Page 3 of 6 TASK 4 - DESIGN 4.1 Utility Coordination The CONSULTANT will research and identify existing utilities in the project area that may be affected. The CONSULTANT will contact the utility companies, request verification of location data, and update utility information in the survey base map if necessary. Assumptions • The AGENCY will provide the CONSULTANT with utility plans, GIS, and other supporting documents for the AGENCY utilities potentially affected by this project. • Additional utility design location fees, if any, are not included in the CONSULTANT's costs and will be paid by the AGENCY if required. 4.2 Stormwater The CONSULTANT will design a stormwater collection and disposal system in accordance with the design criteria specified in the Stormwater Management Manual for Eastern Washington, the findings of the Stormwater Design Report, and the applicable AGENCY requirements. Assumption The AGENCY will provide the CONSULTANT with available stormwater plans and records of the existing drainage facilities. 4.3 Street Improvements The CONSULTANT will design the roadway, signage, and striping in accordance with the applicable requirements specified in the American Association of State Highway and Transportation Officials Policy on Geometric Design of Highways and Streets, the Manual on Uniform Traffic Control Devices, AGENCY Standard Plans, and Americans with Disabilities Act (ADA) requirements. Traffic Control and Staging — The CONSULTANT will develop construction phasing sequences and traffic control plans to accommodate the project while minimizing impacts to residents and businesses. The CONSULTANT will provide construction phasing, detour layout, and traffic control strategies and meet with the AGENCY to discuss options. 4.4 Construction Plans The CONSULTANT will prepare construction plan sheets for AGENCY review. The plans will evolve with each submittal. The following is the intended representation for the approximate design levels: • The 60 percent submittal will include 60 percent design drawings and a cost estimate. One electronic (pdf) and one 11x17 paper copy will be provided. • The 95 percent submittal will include 95 percent design drawings, specifications (with current WSDOT General Special Provisions [GSPs] and required Special Provisions), and a cost estimate. One electronic (pdf) and one 11x17 paper copy will be provided. • The 100 percent submittal will incorporate AGENCY comments from the 95 percent design and include detailed information with all potential work callouts. The intent of the 100 percent submittal is to present accurate and complete information. One 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of I-182)\Agreement\Exhibit A-SOW.docx Page 4 of 6 electronic (pdf) and one 11x17 paper copy will be provided. The 100 percent submittal will be submitted to WSDOT Local Programs for approval. • The final submittal will incorporate WSDOT and any remaining AGENCY comments and be a bid -ready document stamped and signed by the responsible engineer. Deliverables ❑ Final Plan Set ❑ Cover with Vicinity Map, Index, and General Notes Sheets ❑ Horizontal and Vertical Control Plans ❑ Demolition Plans ❑ Roadway Section and Details ❑ Street Plan/Profile Sheets ❑ Stormwater Plan/Profile Sheets ❑ Traffic Control and Staging Plans ❑ Miscellaneous Details ❑ Drainage Details ❑ Signage and Striping Plan ❑ Applicable Standard Plans 4.5 Specifications The CONSULTANT will develop the project specifications based on the latest approved WSDOT/American Public Works Association (APWA) Standard Specifications for Road, Bridge, and Municipal Construction along with GSPs. AGENCY specifications and project -specific requirements will be incorporated as Special Provisions. One electronic (pdf) and one paper copy will be provided during each review submittal. Deliverables ❑ 95 Percent Specifications ❑ 100 Percent Specifications ❑ Final Bid Ready Documents 4.6 Engineer's Opinion of Probable Cost The CONSULTANT will develop an initial Opinion of Probable Costs based on preliminary design quantities. Estimates will be compared to historic bid records of AGENCY projects and WSDOT records. The quantities and unit bid costs will be updated as necessary with each submittal. As the project details evolve, the need for contingency will be reduced. Deliverables ❑ Preliminary Opinion of Probable Cost 60 Percent Submittal (25 Percent Contingency) ❑ Preliminary Opinion of Probable Cost 95 Percent Submittal (15 Percent Contingency) ❑ Preliminary Opinion of Probable Cost 100 Percent Submittal (15 Percent Contingency) ❑ Final Engineer's Estimate Based on Final AGENCY Review (10 Percent Contingency) 4.7 Quality Assurance The CONSULTANT will provide QA/QC for all design work in accordance with the CONSULTANT's QA/QC standards. The CONSULTANT will provide senior level design and construction personnel to review plan submittals and provide technical support. 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of I-182)\Agreement\Exhibit A - SOW.docx Page 5 of 6 4.8 Bid Documents The CONSULTANT will develop bid documents based on the latest approved WSDOT/APWA Standard Specifications for Road, Bridge, and Municipal Construction along with GSPs. AGENCY specifications and project -specific requirements will be incorporated as Special Provisions. The AGENCY will be provided electronic (pdf and dwg) copies. Deliverables ❑ Bidder's Packet ❑ Contract Documents ❑ Construction Plans TASK 5 - BIDDING AND AWARD PHASE SERVICES The CONSULTANT will provide all contract documents in a pdf format for the AGENCY to post on their website and QuestCDN. The CONSULTANT will provide construction and design experts who worked on the project to be available to respond to Contractor questions during the bidding process. The CONSULTANT will prepare and issue Addendums, attend one pre-bid meeting, and provide assistance during bid review as requested by the AGENCY. PROJECT ASSUMPTIONS The following assumptions apply to this Scope of Work: 1. All preliminary and final plans will be produced on 11x17 sheets. 2. The project will be designed for construction under one PS&E bid contract. 3. The AGENCY will pay all permit and advertisement fees. 4. One set of final plans will be produced on 24x36 sheets for the Contractor. 5. No coordination and/or design of third -party elements is included in this Scope of Work. ADDITIONAL SERVICES This section of the agreement is for additional services not identified in the CONSULTANT's Scope of Work. Potential additional scope the AGENCY may consider includes construction administration, including on-site observation, cultural resources monitoring, construction staking, or other services as requested. 7/10/2020 Anderson Perry & Associates, Inc. S:\Docs\Pasco\6094-23 Road 68 Widening (South of I-182)\Agreement\Exhi hit A-SOW.docx Page 6 of 6 There are no DBE requirements. Exhibit B DBE Participation Agreement Number: 20-026 Exhibit B - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 1 of 1 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 AutoCAD Civil 3D format and/or ASCII files B. Roadway Design Files AutoCAD Civil 3D format C. Computer Aided Drafting Files AutoCAD or AutoCAD Civil 3D format Agreement Number: 20-026 Exhibit C - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant The AGENCY has the right to review products with the CONSULTANT upon request. The AGENCY and CONSULTANT have established standard review periods (e.g. at 30% design) in the Scope of Work. E. Specify the Electronic Deliverables to Be Provided to the Agency CONSULTANT will provide the AGENCY with all AutoCAD Civil 3D data and drawing files as requested. F. Specify What Agency Furnished Services and Information Is to Be Provided AGENCY will provide available survey data, utility information, and existing design drawings from previous projects in the area. Agreement Number: 20-026 Exhibit C - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/0112020 Page 2 of 4 II. Any Other Electronic Files to Be Provided As mutually agreed upon between CONSULTANT and AGENCY. III. Methods to Electronically Exchange Data Data will be transferred via email, FTP site, temporary hard drive, or other appropriate electronic transfer method. Exhibit C - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 3 of 4 A. Agency Software Suite Microsoft Office AutoCAD 2020 AutoCAD Civil 3D 2020 B. Electronic Messaging System Email (MS Outlook) C. File Transfers Format Files can be copied to disc, thumb drives, flash drives, FTP sites. Exhibit C - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 4 of 4 4 O annd�'�e''��//rson massa tes, tnc DIRECT SALARY COST (DSC): Classification Senior Engineer VI -VIII Senior Engineer IV-V Senior Engineer 1 -III Professional Surveyor IV-V Survey Crew Chief 1 -III Survey Technician II -IV Senior Technician 1 -III Senior Archaeologist 1-11 Technician V -VII Administration EXHIBIT D CITY OF PASCO, WASHINGTON ROAD 68 WIDENING (SOUTH OF 1-182) ENGINEERING SERVICES PRIME CONSULTANT COST COMPUTATIONS Estimated Hours Range Average Rate Cost 36 50-56 $ 52.00 $ 1,872.00 31 45-50 $ 49.00 $ 1,519.00 259 41-45 $ 43.00 $ 11,137.00 12 42-46 $ 43.00 $ 516.00 12 24-32 $ 26.00 $ 312.00 12 17-23 $ 21.00 $ 252.00 16 28-31 $ 30.00 $ 480.00 4 25-30 $ 29.00 $ 116.00 101 22-30 $ 27.00 $ 2,727.00 32 21-31 $ 26.00 $ 832.00 Total DSC $ 19,763.00 OVERHEAD: (OH Cost -- including Salary Additives): OH Rate x DSC of 159.76% FIXED FEE (FF): FF Rate x DSC of 30.00% REIMBURSABLES: TOTAL ESTIMATED PROJECT COSTS: X $ 19,763.00 $ 31,573.37 X $ 19,763.00 $ 5,928.90 Ground Penetrating Radar $ 2,500.00 Mileage, equipment, etc. $ 787.00 $ 3,287.00 $ 60,552.27 S:\Docs\Pasco\6094-23 Road 68 Widening (South of 1-182)\Agreement\Exhibit D -P rime Consultant Cost Computations Washington State Department of Transportation February 4, 2020 Anderson Perry & Associates, Inc. P.O. Box 1107 La Grande, OR 97850 Development Division Contract Services Office PO Box 47408 Olympia, WA 98504 7408 7345 Un®erson Way SW Tumwater, WA 98501-6504 TTY: 1-800-833-6388 wwwwsclot.wa.gov Subject: Acceptance FYE 2018 ICR — Risk Assessment Review Dear Timothy Cox: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2018 ICR of 159.76% of direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates(a wsdot.wa.P-ov. Regards; ERIK K. JONSON Contract Services Manager EKJ: ah Exhibit E Sub -consultant Cost Computations 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. There isn't any sub -consultant participation at this time. Agreement Number: 20-026 Exhibit E - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 1 of 1 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: 20-026 Exhibit F - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01101/2020 Page 1 of 1 Exhibit G Certification Documents Exhibit G -1(a) Certification of Consultant Exhibit G -1(b) Certification of City of Pasco 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 Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: 20-026 Exhibit G - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 1 of 1 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Anderson Perry & Associates, Inc. whose address is 214 East Birch Street, Walla Walla, Washington 99362 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. Anderson Perry & Associates, Inc. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Agreement Number: 20-026 Exhibit G - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0110112020 Page 1 of 1 Exhibit G -1(b) Certification of City of Pasco I hereby certify that I am the: El 0 Other City Manager of the City of Pasco , and Anderson Perry & 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 Date _7/d�/a0a0 Agreement Number: 20-026 Exhibit G - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 1 of 1 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. 1I. 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. Anderson Perry & Associates, Inc. Consultant (firm Name) Signature (Authorized Official of Consultant) Date Agreement Number: 20-026 Exhibit G - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0110112020 Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into 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. Anderson Perry & Associates, Inc, Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Agreement Number: 20-026 Exhibit G - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/0112020 Page 1 of 1 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 error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager 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: 20-026 Exhibit I - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/0112020 Page 1 of 2 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: 20-026 Exhibit I - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/01/2020 Page 2 of 2 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: 20-026 Exhibit J - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0110112020 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 20-026 Exhibit J - Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 01/0112020 Page 2 of 2 Project Budget Road 68 Widening - South of 1-182 CP5ST3A1901 Funding Description Init. Budget Amendments Current Budget Fund 120 [Arterial] $ 41 .530.00 'C) Amendments Current Budge $ 41 530. 00 .. - .. .... aRgt __-------------------------- $26f� ----098----DO -- --------------------- -$ 266,098.00 -------------------- - -- ------------------------ ----------------------------------------------------------------------------------------------------- --------------------- ------------- - ------------------------------------------------------ -- ------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------- ---------------------- -------------------------- --------------------- - -- - ------------------- ----------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------i -------------------------------- --------------------- --------------------- ----------------------- ----------------------- ----------------------- -------------------- ---------- ------ 7--- Funding Total: 307,628.00 -------------------- ?§V�q-22 --------------- 307,628.00 0 7,628.00 PE Description Init. Budget Amendments Current Budge ...... �11�� ..... 637.90.650 56.6512 ELrn�.I��qjntenp --- _q_fn-mary) ---------------------------- External Engineering (Secondary) $ 60,000.00 - ------ ----------------------- $ 60,000.00 ----------------------- ______637.90.65056.6514 ------ ------ 637.90.650 56.6516 ! ntlnAl- EcitntnE/ Ea c!-Mgmt ---------------------------------- Other Professional Services -------------------- ?§V�q-22 --------------- .................... ---______.--______--- 26,628.00L. 637.90.650 56.6518 Surveying Services ------ 637.90.650 56.6522 637.96.65-65-66524 637.90.650 2Advertising �kEqLta2t -------------- — ---------------------------------- Permits - - ------------- Other Miscellaneous 129100 - - ---- --------------------- ----------- IRM..M. - ------------------- ---------------------- ----------------- --------- 637.90.650 PE Contingency ------------- ------------------ -- ------------------------------------------------------------------------ - --------------------------------------------- ------------ _--- I ---------------_. ----------------------------------------------------------------------------------------------- --------------------- ------------------- --- Sub Total: 87,628.00 87.628.00 RW 63790650 56.6528 .................... ......................................... 637.90.650 56.6530 qescrtp External Engineering ............................................................................. Internal Engineenng Inn. Budget ........ ...................... ........ Amendments trent ................................. 637.90.650 56.6532 Other Professional Services .......................................... 637.90.650 56.6534 Appraisals ......................................... ........... 637.90.650 56.6540 RelocatioE.E.xpp s .......................................... . fl Land . .......................... . .......... . ........ . .................. ............. I ........................... ......................................... 637.90.650 66.6F42—Xcqui sitions .. ....................................... 637.90.650 56.6544 Acquisitions Cost - Grant Eligible ................... I ................ 637.90.650 56.6546 Legal ..................................... 637.90.660 66.6548 Other Miscellaneous . ......................................... . . . . . . . . . . . . . . . . . . . ........................................................ . . . . . . . . . . . ............................................................................ ....................................... . ................................ ....... ... ................................... .... .................................... Sub Total: CN oescnpuon u et ndments current dget 637.90.650 56.6552 .. .... ............ 6�� . ................................... .90.650 56.6553 ....... ........ .... ... .... Extenal E�91�T�naq .... .. ............ ............. Construction Permit ........... .............................. .... ............... - .................................. ........................................... 637.90.650 56.6554 .............. .............................. .......... 637.90.650 56.6556 Internal q�jq�- ........ E�pj..Mq .!n�p.�St .................................................... Contract Inspectors 15,000.00 30,000.00 15,000.00 30,00000 637.90.650 56.6558 Materials 637.90.650 56.6560 Equipment Rental637.90.650 - 56.6562 637.90.650 56.6564 Construction Contract ----------------------- Construction Contract- Secondary 170,000.00 - ..................... 170.000.60 637.90.650 56.6566 Contract Services #1 637.90.650 56.6568 Contract Services #2 - - 637.90.650 56.6570 Material Testing 5,000.00 5,000.00 637.90.650 56.6576 Other Professional Services - 637.90.650 56.6578 Other Miscellaneous 637.90.650 CN Contingency ---------------------------------------------------------------------------------------------------------------------------- --------------------- ---------------------- Sub Total: 1 220,000.00 - 220,01,17-0 #�"() Expense Total: L_I�i(JI,(528.UQ Total Revenues 307,628.00 307,628.00 Total Expenses $ 307,628.00 $ $ 307.628.00 Net Project Manager Date APPROVALS Public Works Superintendent Date Public Works Director Date CIP Manager Date Finance Director Date Ate^ I® `SVR CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 7/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hall & Company 19660 10th Ave NE Poulsbo WA 98370 CONTACT NAME: Allison Ba g a PHONE 360-626-2007 FAX Nc:360-626-2007 E-MAIL ADDRESS: allison.barga@assuredpartners.com INSURER(S) AFFORDING COVERAGE NAIC # _ INSURERA: RLI INSURANCE COMPANY 13056 INSURED 221 INSURERS: Anderson Perry & Associates Inc P.O. Box 1107 INSURERC: INSURER D: La Grande OR 97850 INSURER E: INSURER F: COVFRAGFR CERTIFICATE NUMRFR' R37RR9199 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DD LICY EFF POLICY IEXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PRO F—]JECT LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY MBINED SINGLE LIMIT COEa accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ 1 1 UMBRELLA LIAR HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN STATUTE I I EERH _ ANYPROPRIETOR/PARTNER/EXECUTIVEE.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ _ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liab: Claims Made RDP0040192 6/21/2020 6/21/2021 $3,000,000 Per Claim $5,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured Status is not available on Professional Liability Policy. l,tK I IFIGA I t r1ULUtK k AkN .CLL1A I IUR City of Pasco Attn: Dustin Wittman 525 N. 3rd Avenue Pasco WA 99301 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �'�4 z 7,4X ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Pasco ATTN: Dustin Wittman 525 N 3RD AVE PASCO WA 99301-5320 Account Information: Policy Holder Details : ANDERSON -PERRY & ASSOCIATES July 29, 2020 %Q Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: aaencv.services(cDthehartford.com Website:.hftps://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA INC 84535429 POLICY EXP MM/DD/Y YYY PHONE (800) 338-1391 (AIC, No, Ext): FAX (888) 621-3173 (A/C, No): 12421 MEREDITH DRIVE URBANDALE IA50398 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Accident and Indemnity Company 22357 INSURED INSURER B : Hartford Fire and Its P&C Affiliates 00914 ANDERSON -PERRY & ASSOCIATES INSURER C : Sentinel Insurance Company Ltd. 11000 PO BOX 1107 INSURER D: LA GRANDE OR 97850-6107 INSURER E DAMAGE TO RENTED $300,000 PREMISES Ea occurrenc MED EXP (Any one person) $10,000 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/Y YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADEOCCUR DAMAGE TO RENTED $300,000 PREMISES Ea occurrenc MED EXP (Any one person) $10,000 X General Liability A SBA VN3617 04/25/2020 04/25/2021 184 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO ElLOCPRODUCTS JECT - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) X ANY AUTO C ALL OWNED SCHEDULED AUTOS AUTOS 84 UEC IU0546 04/25/2020 04/25/2021 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) HIRED NON -OWNED X AUTOS X AUTOS UMBRELLA LIABX OCCUR EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 A EXCESS LIAB CLAIMS- MADE 84 SBA VN3617 04/25/2020 04/25/2021 DED X RETENTION $ 10,000 WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY PER OTH- STATUTE ER E.L. EACH ACCIDENT $500,000 ANY YIN B PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 84 WBC BO3283 04/25/2020 04/25/2021 E.L. DISEASE -EA EMPLOYEE $500,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $500,000 DESCRIPTION T ONS below A EMPLOYMENT PRACTICES LIABILITY I I I 84 SBA VN3617 04/25/2020 04/25/2021 Each Claim Limit $500,000 Aggregate Limit $500,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Re: Project Name: Road 68 Widening (South of 1-182) CERTIFICATE HOLDER CANCELLATION City of Pasco SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED ATTN: Dustin Wittman BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 525 N 3RD AVE IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE PASCO WA 99301-5320 cI'Ileall al" ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ip 0410AQ City UI Pasco Washington Memo PUBLIC `VORKS — CAPITAL MIPROt"EMENT PROGRAM (509) 545-3444 P.O. Boy; 293 (525 North 3' ,avenue) Pasco, Washington 99301 / www.pasco-wa.gov To: Dave Zabell From: Dustin Wittman on behalf of Michael Uhlman & Faigda Rico Date: 7.14.2020 Project: 20009 — Road 66 Widening The cost of this Agreement is: $60,552.27 The cost associated with this portion of the project .is included in the budget and can be seen in the budget initiation spreadsheet attached. A construction contract supplement listing construction staking serv=ices is forthcoming after completion of design. The contract supplement is an estimated amount of $5,712.49 and is included in the budget initiation spreadsheet attached. Legal has reviewed this Agreement: ❑ Yes ❑ No Z N/A This is a F11WA/WSDOT mandated contract. Legal has been notified for scope review only.