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HomeMy WebLinkAboutTrans 2010-04-05 COMPLETE AGENDA PACKETCity of Tukwila Transportation Committee Verna Seal, Chair Joan Hernandez De'Sean Quinn B. Boeing Access Road Bridge Replacement Grant Application AGENDA MONDAY, APRIL 5, 2010 Time: 5:00 PM Item I. Current Agenda Review II. Presentation(s) III. Business Agenda A. Southcenter Parkway Extension State Capital Projects Grant Contract for $4 Million State CERB Grant Contract for $6 Million TIB Grant Contract for $2 Million Highline Water District Interlocal Agreement Puget Sound Energy Project Plan Ag. for $241,400.00 Puget Sound Energy Const. Ag. for $241,400.00 Amendment to Contract 10 -038 for Construction Mgmt. and Design Services with KBA, Inc. for $2,453,950.00 Award Construction Contract to Scarsella Brothers, Inc. C. 2010 WSDOT /APWA Standard Specifications Ordinance IV. Old Business Place: Conference Room #1 II. A. All items Forward to Pg. 1 4/12/10 C.O.W. and 4/19/10 Regular B. Discussion C. Forward to 4/12/10 C.O.W. Pg. 141 and 4/19/10 Regular IV. Distribution: V. Seal J. Hernandez D. Quinn D. Robertson Mayor Haggerton S. Lancaster K. Matej D. Speck C. O'Flaherty M. Hart S. Norris S. Kerslake Next Scheduled Meeting: Monday, April 19, 2010 B. Giberson F. Iriarte R. Tischmak P. Brodin G. Labanara C. Knighton P. Lau M. Mathia S. Anderson S. Hunstock J. Pace J. Harrison N. Olivas Recommended Action Future Agendas: SKATBD 2010 Work Program Committee Goal: Establish a process to provide updates to Council on issues that are brought forward at Council meetings during citizen comment opportunities. 6 The City of Tukwila strives to accommodate individuals with disabilities. Please contact the Public Works Department at 206- 433 -0179 for assistance. R. Still M. Miotke C. Parrish B. Arthur File Copy Single side to Ana 3 Extra Copies e -mail cover to B.Saxton, M. Hart, C. O'Flaherty, K. Narog, S. Norris and S. Kirby Page Pg. 137 City of Tukwila TO: Mayor Haggerton Transportation Committee INFORMATIONAL MEMORANDUM FROM: Lisa Verner, Mayor's Office' DATE: April 5, 2010 SUBJECT: Tukwila South Southcenter Parkway ISSUE Authorize the Mayor to sign various contracts which collectively provide funding and will allow construction to begin on Southcenter Parkway BACKGROUND Jim Haggerton, Mayor The Tukwila South Development Agreement calls for the City to relocate and construct a 5 -lane Southcenter Parkway Extension. The City hired David Evans Associates to design the new Southcenter Parkway; a call for bids was advertised on February 25, March 3 and March 10. Nine bids were opened on March 18. The lowest responsible bidder is Scarsella Bros, Inc. The construction bids were reviewed and no mathematical errors were found on Scarsella's bid. The third low bidder submitted a bid protest stating that Scarsella Bros, Inc bid should be rejected as non responsive because the bid amounts were not written out in full by hand; they were listed in numerical form. The contract specifications allow the City to waive any immaterial irregularities such as not writing the bid amount in full by hand; the City Attorney is in agreement. References indicate Scarsella Bros, Inc has performed this type of work in the past and the work has been satisfactory. The construction bid includes Schedule F for additional improvements to the City's water line on Southcenter Parkway from Minkler Blvd to S 180 St. Since the roadway will be under construction for the necessary sewer improvements, the City is taking advantage of a favorable bidding climate for a project that is scheduled in the CIP. Funding is from the Water Enterprise Fund. Over the last several years, the City has secured grant funding for Southcenter Parkway from several sources: federal funds, state Community Economic Revitalization Board (CERB) funds, state Capital Projects funds, and state Transportation Improvement Board (TIB) funds. The federal funds have already been obligated. The City needs to contract with the other three funding sources in order to utilize the grant funds. TIB funds are for construction only, while the CERB and Capital Projects funds may be used for all aspects of the project. Pursuant to CIP Policy, the grant contracts are brought to Council for acceptance. INFORMATIONAL MEMO Page 2 The City interviewed four firms out of nine submittals for construction management services. KBA, Inc. is the firm which best met the City's criteria and needs. The Mayor has signed an initial contract with KBA for $35,000.00 for work started in March. Supplement No. 1 is now needed for the full construction management contract. As part of the arrangement negotiated in the Development Agreement, the City included construction of a water line for Highline Water District in the City's construction bid (Schedule E), will include the work in the construction contract and will sign an Interlocal Agreement with Highline. A portion of the construction is to relocate the existing water line (franchise work) and a portion is to upsize the line (oversize work) in order to serve the new, anticipated Tukwila South development. Highline will reimburse the City for the franchise work and Segale Properties will reimburse the City for the oversizing work. Also pursuant to the Development Agreement, Segale Properties will provide a Letter of Credit to the Escrow Agent for its share of the costs prior to the City signing the construction contract. Also as part of the arrangement negotiated in the Development Agreement, the City will ask Puget Sound Energy (PSE) to underground the existing overhead electric distribution wires as part of the Southcenter Parkway project, pursuant to the franchise and Schedule 74. The City is to sign a Project Plan Agreement and a Construction Agreement with PSE to implement the undergrounding. Under Schedule 74, the costs are split 60/40 with the City responsible for 40 Segale Properties will reimburse the City for the 40% costs ($241,400.00) and will deposit a Letter of Credit for 110% of the estimated costs with the Escrow Agent prior to the City signing PSE's construction contract. DISCUSSION Southcenter Parkway Extension runs from S 180 Street to S 200 Street. The full right -of -way is within the city limits. A Possession Use Agreement for the new right -of -way and construction area was signed by Segale Properties and recorded. In order to begin construction on Southcenter Parkway, the City needs to contract with several granting agencies to accept the grant funds, to conclude agreements with Highline Water District and Puget Sound Energy, to supplement a contract with a construction manager, and to award a bid for construction work. Below is a list of these various contracts: 1. State Capital Projects grant for $4 Million 2. State CERB grant for $6 Million 3. TIB Grant for $2 Million 4. Highline Water District Interlocal Agreement 5. Puget Sound Energy Project Plan Agreement for $241,400.00 6. Puget Sound Energy Construction Agreement for $241,400.00 7. Amend Contract 10 -038 for Construction Management and Design Services contract with KBA, Inc for $2,488,950.00 8. Construction Bid Award to Scarsella Bros, Inc for $16,030,030.64 Attached is a chart of the Southcenter Parkway Expenses and Revenues (4 -5 -10) which demonstrates that the City has enough revenues to cover the expenses of this project. Construction Management costs of 15% and a contingency fund of 15% are included in the calculations, pursuant to the Development Agreement. The Development Agreement calls for W:ILong Range ProjectslTukwila South Project\Southcenter ParkwayllnfoMemo SCP contracts and ILA 4- 5- 10.doc INFORMATIONAL MEMO Page 3 up to $8.25M in City GO bonds for this project; based on the grants received and low bid amount, the City needs bond funds in the amount of approximately $4.056 Million. RECOMMENDATIONS 1. Discuss authorizing the Mayor to sign the State Capital Projects grant for $4 Million for funding for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 2. Discuss authorizing the Mayor to sign the State CERB (Community Economic Revitalization Board) grant for $6 Million for funding for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 3. Discuss authorizing the Mayor to sign the TIB (Transportation Improvement Board) grant for $2 Million for funding for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 4. Discuss authorizing the Mayor to sign the Highline Water District Interlocal Aareement for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 5. Discuss authorizing the Mayor to sign the Puget Sound Enerav Project Plan Aareement for $241.400.00 for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 6. Discuss authorizing the Mayor to sign the Puget Sound Enerav Construction Aareement for $241.400.00 for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 7. Discuss authorizing the Mayor to sign Amendment #1 to Contract 10 -038 for Construction Manaaement and Desian Services Contract with KBA. Inc for $2.488.949.43 for Southcenter Parkway Extension at Council's April 12, 2010 Committee of the Whole meeting and forward for a decision to April 19, 2010 Regular Meeting 8. Discuss waiving the immaterial bid irregularity and awarding the Southcenter Parkway Extension construction project (all schedules) to Scarselia Bros. Inc for $16,030,030.64 at Council's April 12, 2010 Committee of the Whole meeting and forward for decisions to April 19, 2010 Regular Meeting ATTACHMENTS 1. State Capital Projects grant contract for $4 Million 2. State CERB grant contract for $6 Million 3. TIB grant contract for $2 Million 4. Highline Water District Interlocal Agreement W:ILong Range Projects\Tukwila South ProjectlSouthcenter ParkwaylInfoMemo SCP contracts and ILA 4- 5- 10.doc INFORMATIONAL MEMO Page 4 5. Puget Sound Energy Project Plan Agreement for $241,400.00 6. Puget Sound Energy Construction Agreement for $241,400.00 7. Amendment to Contract 10 -038 for Construction Management and Design Services contract with KBA, Inc for $2,488,750.00 8. DEA's Southcenter Parkway Contractor Award Recommendation Letter and Bid Tabulation 9. Southcenter Parkway Expenses and Revenues chart dated 4 -5 -10 W:ILong Range Projects\Tukwila South ProjectlSouthcenter ParkwayllnfoMemo SCP contracts and ILA 4- 5- 10.doc Grant to For Departmentof Commerce Innovations in our nature s City of Tukwila through The Local and Community Projects Program Attachment 1 Tukwila Southcenter Parkway Infrastructure Funds will be used for capital costs related to the Tukwila Southcenter Parkway Infrastructure project. Start date: Upon Final Signature Washington State Department of Commerce www.commerce.wa.gov TABLE OF CONTENTS Face Sheet 1 Special Terms and Conditions 2 1. Grant Management 2 2. Compensation 2 3. Certification of Funds 2 4. Prevailing Wage Law 3 5. Documentation and Security 3 6. Basis for Establishing Real Property Values for Acquisitions of Real Property 3 7. Expenditures Eligible for Reimbursement 4 8. Billing Procedures and Payment 4 9. Insurance 5 10. Order of Precedence 6 11. Reduction in Funds 6 12. Ownership of Project/Capital Facilities 7 13. Change of Ownership or Use for Grantee -Owned Property 7 14. Change of Use for Leased Property 7 15. Modification to the Project Budget 7 16. Signage, Markers and Publications 8 17. Historical and Cultural Artifacts 8 18. Reappropriation 8 19. Recapture 8 20. Termination for Fraud or Misrepresentation 8 General Terms and Conditions 1 1. Definitions 1 2. Advanced Payments Prohibited 1 3. All Writings Contained Herein 1 4. Amendments 1 5. Americans with Disabilities Act (ADA) 1 6. Approval 1 7. Assignment 1 8. Attorney's Fees 2 9. Audit 2 10. Confidentiality /Safeguarding of Information 3 11. Conformance 3 12. Copyright Provisions 4 13. Disputes 4 14. Duplicate Payment 5 15. Ethics /Conflicts of Interest 5 16. Governing Law and Venue 5 17. Indemnification 5 18. Independent Capacity of the Grantee 5 19. Industrial Insurance Coverage 5 20. Laws 6 21. Licensing, Accreditation and Registration 6 22. Limitation of Authority 6 23. Noncompliance With Nondiscrimination Laws 6 24. Political Activities 6 25. Prohibition Against Payment of Bonus or Commission 6 26. Publicity 7 27. Recapture 7 28. Records Maintenance 7 29. Registration With Department of Revenue 7 30. Right of Inspection 7 31. Savings 7 32. Severability 7 33. Subgranting 8 34. Survival 8 35. Taxes 8 36. Termination for Cause /Suspension 8 37. Termination for Convenience 9 38. Termination Procedures 9 39. Waiver 9 Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds; Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED FACE SHEET 1. Grantee 2. Grantee Doing Business As (optional) City of Tukwila 6300 Southcenter Parkway Tukwila, Washington 98188 Washington State Department of Commerce Local Government Division Community Development Programs Capital Programs Unit Grant Number: 08- 96105 -134 3. Grantee Representative 4. COMMERCE Representative Lisa Verner Daniel Aarthun Project Manager Program Manager P.O. Box 42525 2064313662 360 725 -3007 906 Columbia Street SW 360 664 -3123 Olympia, WA 98504 -2525 lverner @ci.tukwila.wa.us Dan.Aarthun @commerce.wa.gov 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date $3,980,000.00 Federal: State: Other: N /A: Upon Final Signature 6/30/2011 9. Federal Funds (as applicable) Federal Agency CFDA Number N/A N/A N/A 10. Tax ID 11. SWV 12. UBI 13. DUNS 91- 6001519 N/A 14. Grant Purpose Funds will be used for capital costs related to the Tukwila Southcenter Parkway Infrastructure project. COMMERCE, defined as the Department of Commerce or its successor agency, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment "A" Scope of Work, Attachment `B" Budget, Attachment "C" Certification of Availability of Funds to Complete the Project, Attachment "D" Certification of the Payment and Reporting of Prevailing Wages, Attachment "E" Certification of Intent to Enter LEED process. FOR GRANTEE FOR COMMERCE Jim Haggerton, Mayor Date Karen J. Larkin, Assistant Director Date APPROVED AS TO FORM ONLY Date SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS CONTRACT, entered into by and between City of Tukwila (a unit of local government hereinafter referred to as the Grantee), and the Washington State Department of Commerce (hereinafter referred to as COMMERCE), WITNESSES THAT: WHEREAS, the COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate with and provide assistance to local governments, businesses, and community -based organizations; and WHEREAS, the COMMERCE is also given the responsibility to administer state funds and programs which are assigned to COMMERCE by the Governor or the Washington State Legislature; and WHEREAS, the Washington State Legislature has, in Laws of 2007, Chapter 520, Section 1041, and Laws of 2009, Chapter 497, Section 1029, made an appropriation to support the Local and Community Projects Program, and directed COMMERCE to administer those funds; and WHEREAS, the enabling legislation also stipulates that the Grantee is eligible to receive funding for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the "Project NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter contained, the parties hereto agree as follows: 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $3,980,000.00 for the capital costs necessary for or incidental to the performance of work as set forth in the Scope of Work. 3. CERTIFICATION OF FUNDS A. The release of state funds under this contract is contingent upon the Grantee certifying that it has expended or has access to funds from non -state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof. Such non -state sources may consist of a combination of any of the following: i) Eligible Project expenditures prior to the execution of this contract. ii) Cash dedicated to the Project. iii) Funds available through a letter of credit or other binding loan commitment(s). iv) Pledges from foundations or corporations. v) Pledges from individual donors. 2 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS vi) The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non -state matching fund credit. vii) In -kind contributions, subject to COMMERCE'S approval. B. The Grantee shall maintain records sufficient to evidence that it has access to or has expended funds from such non -state sources, and shall make such records available for COMMERCE'S review upon reasonable request. 4. PREVAILING WAGE LAW The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12 RCW). The Grantee is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 5. DOCUMENTATION AND SECURITY The provisions of this section shall apply to capital projects performed by nonprofit organizations that involve the expenditure of $250,000 or more in state funds. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for design only or projects that consist of renovations to facilities leased by the Grantee are exempt from this section. A. Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of trust in favor of COMMERCE (the "Deed of Trust The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within ninety (90) days of contract execution. The Deed of Trust must be recorded before COMMERCE will reimburse the Grantee for any Project costs. The amount secured by the Deed of Trust shall be the amount of the grant as set forth in Section 2, hereof. B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten (10) years following the final payment of state funds to the Grantee under this grant. Upon satisfaction of the ten -year term requirement and all other grant terms and conditions, COMMERCE shall, upon written request of the Grantee, take appropriate action to reconvey the Deed of Trust. C. Title Insurance. The Grantee shall purchase an extended coverage lender's policy of title insurance insuring the lien position of the Deed of Trust in an amount not less than the amount of the grant. D. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and COMMERCE shall respond to the request in writing within thirty (30) days of receiving the request. 6. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY When the grant is used to fund the acquisition of real property, the value of the real property eligible for reimbursement under this grant shall be established as follows: 3 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS a. Grantee purchases of real property from an independent third -party seller shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser, or a current property tax statement. b. Grantee purchases of real property from a subsidiary organization, such as an affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or the prior purchase price of the property plus holding costs, whichever is less. 7. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT, The Grantee may be reimbursed, at the rate set forth elsewhere in this contract, for Project expenditures in the following cost categories: A. Real property, and costs directly associated with such purchase, when purchased or acquired solely for the purposes of the Project; B. Design, engineering, architectural, and planning; C. Construction management and observation (from external sources only); D. Construction costs including, but not limited to, the following: Site preparation and improvements; Permits and fees; Labor and materials; Taxes on Project goods and services; Capitalized equipment; Information technology infrastructure; and Landscaping. 8. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the Grantee for one hundred percent (100 of eligible Project expenditures, up to the maximum payable under this contract. When requesting reimbursement for expenditures made, the Grantee shall submit to COMMERCE a signed and completed Invoice Voucher (Form A -19), that documents capitalized Project activity performed by budget line item for the billing period. The Grantee shall evidence the costs claimed on each voucher by including copies of each invoice received from vendors providing Project goods or services covered by the contract. The Grantee shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. The voucher must be certified (signed) by an official of the Grantee with authority to bind the Grantee. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this contract, or within fifteen (15) days following the end of the state biennium unless contract funds are reappropriated by the Legislature in accordance with Section 16, hereof. Each request for payment must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted, as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the Grantee. 4 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 9. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state of Washington should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee, or Subgrantee, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the Grantee shall submit renewal certificates not Tess than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Grantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Grant shall be $2,000,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the Grantor as beneficiary. 5 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the Grantee and the Grantee's fiscal agent as beneficiary. C. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days advance written notice of cancellation. Grantees and Local Governments that Participate in a Self- Insurance Program. Self- Insured /Liability Pool or Self- Insured Risk Management Program With prior approval from COMMERCE, the Grantee may provide the coverage above under a self- insured /liability pool or self- insured risk management program. In order to obtain permission from COMMERCE, the Grantee shall provide: (1) a description of its self- insurance program, and (2) a certificate and /or letter of coverage that outlines coverage limits and deductibles. All self- insured risk management programs or self- insured /liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Contractor's participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be named as additional insured under a self- insured property /liability pool, if the pool is prohibited from naming third parties as additional insured. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self insurance, evidencing continued coverage under Grantee's self- insured /liability pool or self insured risk management program. Such annual summary of coverage and letter of self insurance will be provided on the anniversary of the start date of this Agreement. 10. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: Applicable federal and state of Washington statutes and regulations Special Terms and Conditions General Terms and Conditions Attachment A Scope of Work Attachment B Budget Attachment C Certification of the Availability of Funds to Complete the Project Attachment D Certification of the Payment and Reporting of Prevailing Wages Attachment E Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 11. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this contract are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract accordingly. 6 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 12. OWNERSHIP OF PROJECT /CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and /or equipment constructed or purchased with state funds under this contract. This provision does not extend to claims that COMMERCE may bring against the Grantee in recapturing funds expended in violation of this contract. 13. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY A. The Grantee understands and agrees that any and all real property or facilities owned by the Grantee that are acquired, constructed, or otherwise improved by the Grantee using state funds under this contract shall be held and used by the Grantee for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. B. This provision shall not be construed to prohibit the Grantee from selling any property or properties described in this section; Provided, that any such sale shall be subject to prior review and approval by COMMERCE, and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this contract. C. In the event the Grantee is found to be out of compliance with this section, the Grantee shall repay to the state general fund the principal amount of the grant as stated in Section 1, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 19 (Recapture provision). 14. CHANGE OF USE FOR LEASED PROPERTY A. The Grantee understands and agrees that any facility leased by the Grantee that is constructed, renovated, or otherwise improved using state funds under this contract shall be used by the Grantee for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. B. In the event the Grantee is found to be out of compliance with this section, the Grantee shall repay to the state general fund the principal amount of the grant as stated in Section 1, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 19 (Recapture Provision). 15. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this contract, the Grantee may, at its discretion, make modifications not to exceed fifteen percent (15 of each line item in the Project Budget (Attachment B), hereof. B. The Grantee shall notify COMMERCE in writing when making any budget modification or modifications that would exceed fifteen percent (15 of any budget line item. Any such request shall require the written approval of COMMERCE, and any such modifications shall be made in writing and signed by both parties, and attached to the Project Budget (Attachment B), hereof. C. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Section 2 of this contract. 7 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 16. SIGNAGE, MARKERS AND PUBLICATIONS, If, during the period covered by this contract, the Grantee displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify "The Taxpayers of Washington State" as a participant. 17. HISTORICAL AND CULTURAL ARTIFACTS In the event that historical or cultural artifacts are discovered at the Project site during construction, the Grantee shall immediately stop construction and notify the local historical preservation officer and the state historical preservation officer at the Washington State Department of Archaeology and Historic Preservation. 18. REAPPROPRIATION A. The parties hereto understand and agree that any state funds not expended by June 30, 2011, will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the state's obligation under the terms of this contract shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 19. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and /or the provisions of this Grant, COMMERCE reserves the right to recapture all funds disbursed under the Grant, in addition to any other remedies available at law or in equity. This provision supersedes the Recapture provision in Section 27 of the General Terms and Conditions. 20. TERMINATION FOR FRAUD OR MISREPRESENTATION, In the event the Grantee commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the Grantee under the Grant. 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and /or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce or its successor agency. C. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. D. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. E. "State" shall mean the state of Washington. F. "Subgrantee" shall mean one not an employee of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee" and "subgrantees" means subgrantee(s) in any tier. 2. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 3. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 4. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101 -336. also referred to as the "ADA' 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 6. APPROVAL This Grant shall be subject to the written approval of COMMERCE's Authorized Representative and shall not be binding until so approved. The Grant may be altered, amended, or waived only by a written amendment executed by both parties. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 1 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs. 9. AUDIT A. General Requirements Grantees are to procure audit services based on the following guidelines. The Grantee shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that Subgrantees also maintain auditable records. The Grantee is responsible for any audit exceptions incurred by its own organization or that of its Subgrantees. COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from the audit. As applicable, Grantee's required to have an audit must ensure the audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Grantee must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. B. State Funds Reauirements Grantees expending $100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: Grantor agency name State program name BARS account number Grantor COMMERCE Grant number Grant award amount including amendments (total grant award) Beginning balance Current year revenues Current year expenditures Ending balance Program total If the Grantee is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non profit organizations are to be conducted by a certified public accountant selected by the Grantee. The Grantee shall include the above audit requirements in any subgrants. In any case, the Grantee's financial records must be available for review by COMMERCE. 2 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS C. Documentation Requirements The Grantee must send a copy of any required audit Reporting Package as described in OMB Circular A -133, Part C, Section 320(c) no later than nine (9) months after the end of the Grantee's fiscal year(s) to: Department of Commerce ATTN: Audit Review and Resolution Office 906 Columbia Street SW, Fifth Floor PO Box 48300 Olympia WA 98504 -8300 In addition to sending a copy of the audit, when applicable, the Grantee must include: Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. Copy of the Management Letter. 10. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever the Grantor reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 11. CONFORMANCE If any provision of this Grant violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 3 13. DISPUTES GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 12. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the Grantor. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and /or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre- existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with COMMERCE's Director, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: be in writing; state the disputed issues; state the relative positions of the parties; state the Grantee's name, address, and Grant number; and be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5)] working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 4 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 14. DUPLICATE PAYMENT The Grantee certifies that work to be performed under this Grant does not duplicate any work to be charged against any other Grant, subgrant, or other source. 15. ETHICS /CONFLICTS OF INTEREST In performing under this Grant, the Grantee shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or conflicts of interest. 16. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 17. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, all other agencies of the state and all officers, agents and employees of the state, from and against all claims or damages for injuries to persons or property or death arising out of or incident to the Grantee's performance or failure to perform the Grant. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by the Grantee's agents, employees, representatives, or any Subgrantee or its agents, employees, or representatives. The Grantee's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged concurrent negligence of the state or its agents, agencies, employees and officers. Subgrants shall include a comprehensive indemnification clause holding harmless the Grantee, COMMERCE, the state of Washington, its officers, employees and authorized agents. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 18. INDEPENDENT CAPACITY OF THE GRANTEE, The parties intend that an independent contractor relationship will be created by this Grant. The Grantee and its employees or agents performing under this Grant are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 19. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Grant, and transmit the deducted amount to the Department of Labor and Industries, (L &I) Division of Insurance Services. This provision does not waive any of L &I's rights to collect from the Grantee. 5 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 20. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended including, but not limited to: Washington State Laws and Regulations A. Affirmative action, RCW 41.06.020 (11). B. Boards of directors or officers of non profit corporations Liability Limitations, RCW 4.24.264. C. Disclosure- campaign finances lobbying, Chapter 42.17 RCW. D. Discrimination -human rights commission, Chapter 49.60 RCW. E. Ethics in public service, Chapter 42.52 RCW. F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326 -02 WAC. G. Open public meetings act, Chapter 42.30 RCW. H. Public records act, Chapter 42.56 RCW. I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW. 21. LICENSING. ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant. 22. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by writing (designation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Grant. 23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Grantee shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Grantee's non compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further Grants with the state. The Grantee shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 24. POLITICAL ACTIVITIES Political activity of Grantee employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17 RCW and the Federal Hatch Act, 5 USC 1501 1508. No funds may be used under this Grant for working for or against ballot measures or for or against the candidacy of any person for public office. 25. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION, The funds provided under this Grant shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Grant provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 6 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 26. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 27. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and /or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 28. RECORDS MAINTENANCE The Grantee shall maintain all books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. Grantee shall retain such records for a period of six years following the date of final payment. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been finally resolved. 29. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 30. RIGHT OF INSPECTION At no additional cost all records relating to the Grantee's performance under this Grant shall be subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Grant. The Grantee shall provide access to its facilities for this purpose. 31. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 32. SEVERABILITY If any provision of this Grant or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Grant that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Grant and to this end the provisions of this Grant are declared to be severable. 7 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 33. SUBGRANTING The Grantee may only subgrant work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subgranting, the Grantee shall maintain written procedures related to subgranting, as well as copies of all subgrants and records related to subgrants. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subgranting procedures as they relate to this Grant; (b) prohibit the Grantee from subgranting with a particular person or entity; or (c) require the Grantee to rescind or amend a subgrant. Every subgrant shall bind the Subgrantee to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subgrantee to assure fiscal conditions of this Grant. In no event shall the existence of a subgrant operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subgrant shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subgrantee's performance of the subgrant. 34. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 35. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 36. TERMINATION FOR CAUSE SUSPENSION In event COMMERCE determines that the Grantee failed to comply with any term or condition of this Grant, COMMERCE may terminate the Grant in whole or in part upon written notice to the Grantee. Such termination shall be deemed for cause." Termination shall take effect on the date specified in the notice. In the alternative, COMMERCE upon written notice may allow the Grantee a specific period of time in which to correct the non compliance. During the corrective action time period, COMMERCE may suspend further payment to the Grantee in whole or in part, or may restrict the Grantee's right to perform duties under this Grant. Failure by the Grantee to take timely corrective action shall allow COMMERCE to terminate the Grant upon written notice to the Grantee. "Termination for Cause" shall be deemed a "Termination for Convenience" when COMMERCE determines that the Grantee did not fail to comply with the terms of the Grant or when COMMERCE determines the failure was not caused by the Grantee's actions or negligence. If the Grant is terminated for cause, the Grantee shall be liable for damages as authorized by law, including, but not limited to, any cost difference between the original Grant and the replacement Grant, as well as all costs associated with entering into the replacement Grant (i.e., competitive bidding, mailing, advertising, and staff time). 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 37. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 38. TERMINATION PROCEDURES After receipt of a notice of termination, except as otherwise directed by COMMERCE, the Grantee shall: A. Stop work under the Grant on the date, and to the extent specified, in the notice; B. Place no further orders or subgrants for materials, services, or facilities related to the Grant; C. Assign to COMMERCE all of the rights, title, and interest of the Grantee under the orders and subgrants so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants. Any attempt by the Grantee to settle such claims must have the prior written approval of COMMERCE; and D. Preserve and transfer any materials, Grant deliverables and /or COMMERCE property in the Grantee's possession as directed by COMMERCE. Upon termination of the Grant, COMMERCE shall pay the Grantee for any service provided by the Grantee under the Grant prior to the date of termination. COMMERCE may withhold any amount due as COMMERCE reasonably determines is necessary to protect COMMERCE against potential loss or liability resulting from the termination. COMMERCE shall pay any withheld amount to the Grantee if COMMERCE later determines that loss or liability will not occur. The rights and remedies of COMMERCE under this section are in addition to any other rights and remedies provided under this Grant or otherwise provided under law. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 9 Scope of Work Attachment A This grant funding supports relocation and construction of Southcenter Parkway to a 5 -lane arterial between South 180th Street and South 200th Street in Tukwila. The road construction project includes road design and construction, and sanitary sewer design and construction. This project began in July, 2004 and is expected to be completed by October, 2011. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body as of the date and year written below. GRANTEE TITLE DATE GRANTEE TITLE DATE Budget Line Item Amount I Site Acquisition $0.00 Architecture Engineering $814,913.00 1 Construction $14,289,251.00 I Capitalized Equipment $0.00 Construction Management $2,261,815.00 Contingency $2,404,505.00 Total Contracted Amount: $19,770,484.00 Attachment B The Grantee, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, as of the date and year written below. Certification of the Availability of Funds to Complete the Project Non -State Funds Federal Funding (FHWA) City Bonds Total Non -State Funds State Funds 2007 State Capital Budget 2005 Job /Economic Development Fund TIB Total State Funds CERTIFICATION GRANTEE TITLE DATE Total Non -State and State Sources Amount $3,683,000.00 $4,107,484.00 $7,790,484.00 $3,980,000.00 $6,000,000.06 $2,000,000.00 $11,980,000.00 Attachment C Total $7,790,484.00 $11,980,000.00 $19,770,484.00 The Grantee, by its signature, certifies that project funding from sources other than those provided by this contract and identified above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and year written below. The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE'S review upon reasonable request. CERTIFICATION Certification of the Payment and Reporting of Prevailing Wages Attachment D The Grantee, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of May 15, 2007, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Grantee shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE'S review upon request. If any state funds are used by the Grantee for the purpose of construction, applicable State Prevailing Wages must be paid. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body as of the date and year written below. GRANTEE TITLE DATE CERTIFICATION Attachment E GRANTEE TITLE DATE Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process The Grantee, by its signature, certifies that it will enter into the Leadership in Energy and Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project funded by this contract. The Grantee shall, upon receipt of LEED certification by the United States Green Building Council, provide documentation of such certification to COMMERCE. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, as of the date and year written below. Grant to Department of Commerce Innovation is in our nature. City of Tukwila through Community Economic Revitalization Board (CERB) Program Start date: Upon Final Signature Washington State Department of Commerce www.commerce.wa.gov Attachment 2 For Tukwila Southcenter Parkway Infrastructure Funds will be used for capital costs related to the Tukwila Southcenter Parkway Infrastructure project. TABLE OF CONTENTS Face Sheet 1 Special Terms and Conditions 2 1. Grant Management 2 2. Compensation 2 3. Certification of Funds 2 4. Prevailing Wage Law 3 5. Documentation and Security 3 6. Basis for Establishing Real Property Values for Acquisitions of Real Property 3 7. Expenditures Eligible for Reimbursement 4 8. Billing Procedures and Payment 4 9. Insurance 5 10. Order of Precedence 6 11. Reduction in Funds 6 12. Ownership of Project/Capital Facilities 7 13. Change of Ownership or Use for Grantee -Owned Property 7 14. Change of Use for Leased Property 7 15. Modification to the Project Budget 7 16. Signage, Markers and Publications 8 17. Historical and Cultural Artifacts 8 18. Reappropriation 8 19. Recapture 8 20. Termination for Fraud or Misrepresentation 8 General Terms and Conditions 1 1. Definitions 1 2. Advanced Payments Prohibited 1 3. All Writings Contained Herein 1 4. Amendments 1 5. Americans with Disabilities Act (ADA) 1 6. Approval 1 7. Assignment 1 8. Attorney's Fees 2 9. Audit 2 10. Confidentiality /Safeguarding of Information 3 11. Conformance 3 12. Copyright Provisions 4 13. Disputes 4 14. Duplicate Payment 5 15. Ethics /Conflicts of Interest 5 16. Governing Law and Venue 5 17. Indemnification 5 18. Independent Capacity of the Grantee 5 19. Industrial Insurance Coverage 5 20. Laws 6 21. Licensing, Accreditation and Registration 6 22. Limitation of Authority 6 23. Noncompliance With Nondiscrimination Laws 6 24. Political Activities 6 25. Prohibition Against Payment of Bonus or Commission 6 26. Publicity 7 27. Recapture 7 28. Records Maintenance 7 29. Registration With Department of Revenue 7 30. Right of Inspection 7 31. Savings 7 32. Severability 7 33. Subgranting 8 34. Survival 8 35. Taxes 8 36. Termination for Cause /Suspension 8 37. Termination for Convenience 9 38. Termination Procedures 9 39. Waiver 9 Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds; Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED FACE SHEET Washington State Department of Commerce Local Government Division Community Development Programs Capital Programs Unit 1. Grantee 2. Grantee Doing Business As (optional) City of Tukwila 6300 Southcenter Parkway Tukwila, Washington 98188 3. Grantee Representative 4. COMMERCE Representative Lisa Verner Daniel Aarthun Project Manager Program Manager P.O. Box 42525 2064313662 360 725 -3007 906 Columbia Street SW 360 664 -3123 Olympia, WA 98504 -2525 Iverner @ci.tukwila.wa.us Dan.Aarthun @commerce.wa.gov 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date $6,000,000.00 Federal: State: Other: N /A: Upon Final Signature 6/30/2011 9. Federal Funds (as applicable) Federal Agency CFDA Number N/A N/A N/A 10. Tax ID# 91- 6001519 11. SWV 12. UBI 14. Grant Purpose Funds will be used for capital costs related to the Tukwila Southcenter Parkway Infrastructure project. COMMERCE, defined as the Department of Commerce or its successor agency, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment "A" Scope of Work, Attachment `B" Budget, Attachment "C" Certification of Availability of Funds to Complete the Project, Attachment "D" Certification of the Payment and Reporting of Prevailing Wages, Attachment "E" Certification of Intent to Enter LEED process. FOR GRANTEE FOR COMMERCE Jim Haggerton, Mayor Date Karen J. Larkin, Assistant Director Date APPROVED AS TO FORM ONLY Date Grant Number: 13. DUNS N/A SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS CONTRACT, entered into by and between City of Tukwila (a unit of local government hereinafter referred to as the Grantee), and the Washington State Department of Commerce (hereinafter referred to as COMMERCE), WITNESSES THAT: WHEREAS, the COMMERCE has the statutory authority under RCW 43.330.050 (5) to cooperate with and provide assistance to local governments, businesses, and community -based organizations; and WHEREAS, the COMMERCE is also given the responsibility to administer state funds and programs which are assigned to COMMERCE by the Governor or the Washington State Legislature; and WHEREAS, the Washington State Legislature has, in Laws of 2007, Chapter 520, Section 1041, and Laws of 2009, Chapter 497, Section 1029, made an appropriation to support the Local and Community Projects Program, and directed COMMERCE to administer those funds; and WHEREAS, the enabling legislation also stipulates that the Grantee is eligible to receive funding for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the "Project NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter contained, the parties hereto agree as follows: 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $3,980,000.00 for the capital costs necessary for or incidental to the performance of work as set forth in the Scope of Work. 3. CERTIFICATION OF FUNDS A. The release of state funds under this contract is contingent upon the Grantee certifying that it has expended or has access to funds from non -state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT), hereof. Such non -state sources may consist of a combination of any of the following: i) Eligible Project expenditures prior to the execution of this contract. ii) Cash dedicated to the Project. iii) Funds available through a letter of credit or other binding loan commitment(s). iv) Pledges from foundations or corporations. v) Pledges from individual donors. 2 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS vi) The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non -state matching fund credit. vii) In -kind contributions, subject to COMMERCE'S approval. B. The Grantee shall maintain records sufficient to evidence that it has access to or has expended funds from such non -state sources, and shall make such records available for COMMERCE'S review upon reasonable request. 4. PREVAILING WAGE LAW The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12 RCW). The Grantee is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 5. DOCUMENTATION AND SECURITY The provisions of this section shall apply to capital projects performed by nonprofit organizations that involve the expenditure of $250,000 or more in state funds. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for design only or projects that consist of renovations to facilities leased by the Grantee are exempt from this section. A. Deed of Trust. This Grant shall be evidenced by a promissory note and secured by a deed of trust in favor of COMMERCE (the "Deed of Trust The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within ninety (90) days of contract execution. The Deed of Trust must be recorded before COMMERCE will reimburse the Grantee for any Project costs. The amount secured by the Deed of Trust shall be the amount of the grant as set forth in Section 2, hereof. B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten (10) years following the final payment of state funds to the Grantee under this grant. Upon satisfaction of the ten -year term requirement and all other grant terms and conditions, COMMERCE shall, upon written request of the Grantee, take appropriate action to reconvey the Deed of Trust. C. Title Insurance. The Grantee shall purchase an extended coverage lender's policy of title insurance insuring the lien position of the Deed of Trust in an amount not Tess than the amount of the grant. D. Subordination. COMMERCE may agree to subordinate its deed of trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and COMMERCE shall respond to the request in writing within thirty (30) days of receiving the request. 6. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY When the grant is used to fund the acquisition of real property, the value of the real property eligible for reimbursement under this grant shall be established as follows: 3 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS a. Grantee purchases of real property from an independent third -party seller shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser, or a current property tax statement. b. Grantee purchases of real property from a subsidiary organization, such as an affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or the prior purchase price of the property plus holding costs, whichever is Tess. 7. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT The Grantee may be reimbursed, at the rate set forth elsewhere in this contract, for Project expenditures in the following cost categories: A. Real property, and costs directly associated with such purchase, when purchased or acquired solely for the purposes of the Project; B. Design, engineering, architectural, and planning; C. Construction management and observation (from external sources only); D. Construction costs including, but not limited to, the following: Site preparation and improvements; Permits and fees; Labor and materials; Taxes on Project goods and services; Capitalized equipment; Information technology infrastructure; and Landscaping. 8. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the Grantee for one hundred percent (100 of eligible Project expenditures, up to the maximum payable under this contract. When requesting reimbursement for expenditures made, the Grantee shall submit to COMMERCE a signed and completed invoice Voucher (Form A -19), that documents capitalized Project activity performed by budget line item for the billing period. The Grantee shall evidence the costs claimed on each voucher by including copies of each invoice received from vendors providing Project goods or services covered by the contract. The Grantee shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. The voucher must be certified (signed) by an official of the Grantee with authority to bind the Grantee. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this contract, or within fifteen (15) days following the end of the state biennium unless contract funds are reappropriated by the Legislature in accordance with Section 16, hereof. Each request for payment must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted, as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the Grantee. 4 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 9. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state of Washington should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee, or Subgrantee, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Grantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Grant shall be $2,000,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the Grantor as beneficiary. 5 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS B. Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the Grantee and the Grantee's fiscal agent as beneficiary. C. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days advance written notice of cancellation. Grantees and Local Governments that Participate in a Self- Insurance Program. Self- Insured /Liability Pool or Self- Insured Risk Management Program With prior approval from COMMERCE, the Grantee may provide the coverage above under a self- insured /liability pool or self insured risk management program. In order to obtain permission from COMMERCE, the Grantee shall provide: (1) a description of its self insurance program, and (2) a certificate and /or letter of coverage that outlines coverage limits and deductibles. All self- insured risk management programs or self- insured /liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Contractor's participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be named as additional insured under a self- insured property /liability pool, if the pool is prohibited from naming third parties as additional insured. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self insurance, evidencing continued coverage under Grantee's self insured /liability pool or self insured risk management program. Such annual summary of coverage and letter of self insurance will be provided on the anniversary of the start date of this Agreement. 10. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: Applicable federal and state of Washington statutes and regulations Special Terms and Conditions General Terms and Conditions Attachment A Scope of Work Attachment B Budget Attachment C Certification of the Availability of Funds to Complete the Project Attachment D Certification of the Payment and Reporting of Prevailing Wages Attachment E Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 11. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this contract are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract accordingly. 6 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 12. OWNERSHIP OF PROJECT /CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and /or equipment constructed or purchased with state funds under this contract. This provision does not extend to claims that COMMERCE may bring against the Grantee in recapturing funds expended in violation of this contract. 13. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY A. The Grantee understands and agrees that any and all real property or facilities owned by the Grantee that are acquired, constructed, or otherwise improved by the Grantee using state funds under this contract shall be held and used by the Grantee for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. B. This provision shall not be construed to prohibit the Grantee from selling any property or properties described in this section; Provided, that any such sale shall be subject to prior review and approval by COMMERCE, and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this contract. C. In the event the Grantee is found to be out of compliance with this section, the Grantee shall repay to the state general fund the principal amount of the grant as stated in Section 1, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 19 (Recapture provision). 14. CHANGE OF USE FOR LEASED PROPERTY A. The Grantee understands and agrees that any facility leased by the Grantee that is constructed, renovated, or otherwise improved using state funds under this contract shall be used by the Grantee for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. B. In the event the Grantee is found to be out of compliance with this section, the Grantee shall repay to the state general fund the principal amount of the grant as stated in Section 1, hereof, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 19 (Recapture Provision). 15. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this contract, the Grantee may, at its discretion, make modifications not to exceed fifteen percent (15 of each line item in the Project Budget (Attachment B), hereof. B. The Grantee shall notify COMMERCE in writing when making any budget modification or modifications that would exceed fifteen percent (15 of any budget Tine item. Any such request shall require the written approval of COMMERCE, and any such modifications shall be made in writing and signed by both parties, and attached to the Project Budget (Attachment B), hereof. C. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Section 2 of this contract. 7 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 16. SIGNAGE. MARKERS AND PUBLICATIONS If, during the period covered by this contract, the Grantee displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify "The Taxpayers of Washington State" as a participant. 17. HISTORICAL AND CULTURAL ARTIFACTS In the event that historical or cultural artifacts are discovered at the Project site during construction, the Grantee shall immediately stop construction and notify the local historical preservation officer and the state historical preservation officer at the Washington State Department of Archaeology and Historic Preservation. 18. REAPPROPRIATION A. The parties hereto understand and agree that any state funds not expended by June 30, 2011, will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the state's obligation under the terms of this contract shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 19. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and /or the provisions of this Grant, COMMERCE reserves the right to recapture all funds disbursed under the Grant, in addition to any other remedies available at law or in equity. This provision supersedes the Recapture provision in Section 27 of the General Terms and Conditions. 20. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the Grantee commits fraud or makes any misrepresentation in connection with the Grant application or during the performance of this contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the Grantee under the Grant. 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and /or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce or its successor agency. C. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. D. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. E. "State" shall mean the state of Washington. F. "Subgrantee" shall mean one not an employee of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee" and "subgrantees" means subgrantee(s) in any tier. 2. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 3. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 4. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101 -336. also referred to as the "ADA' 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 6. APPROVAL This Grant shall be subject to the written approval of COMMERCE's Authorized Representative and shall not be binding until so approved. The Grant may be altered, amended, or waived only by a written amendment executed by both parties. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 1 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs. 9. AUDIT A. General Requirements Grantees are to procure audit services based on the following guidelines. The Grantee shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that Subgrantees also maintain auditable records. The Grantee is responsible for any audit exceptions incurred by its own organization or that of its Subgrantees. COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from the audit. As applicable, Grantee's required to have an audit must ensure the audits are performed in accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Grantee must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. B. State Funds Requirements Grantees expending $100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedule includes: Grantor agency name State program name BARS account number Grantor COMMERCE Grant number Grant award amount including amendments (total grant award) Beginning balance Current year revenues Current year expenditures Ending balance Program total if the Grantee is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non profit organizations are to be conducted by a certified public accountant selected by the Grantee. The Grantee shall include the above audit requirements in any subgrants. In any case, the Grantee's financial records must be available for review by COMMERCE. 2 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS C. Documentation Requirements The Grantee must send a copy of any required audit Reporting Package as described in OMB Circular A -133, Part C, Section 320(c) no later than nine (9) months after the end of the Grantee's fiscal year(s) to: Department of Commerce ATTN: Audit Review and Resolution Office 906 Columbia Street SW, Fifth Floor PO Box 48300 Olympia WA 98504 -8300 In addition to sending a copy of the audit, when applicable, the Grantee must include: Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. Copy of the Management Letter. 10. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever the Grantor reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 11. CONFORMANCE If any provision of this Grant violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 3 12. COPYRIGHT PROVISIONS 13. DISPUTES GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the Grantor. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and /or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre- existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with COMMERCE's Director, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: be in writing; state the disputed issues; state the relative positions of the parties; state the Grantee's name, address, and Grant number; and be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5)] working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 4 14. DUPLICATE PAYMENT The Grantee certifies that work to be performed under this Grant does not duplicate any work to be charged against any other Grant, subgrant, or other source. 15. ETHICS /CONFLICTS OF INTEREST In performing under this Grant, the Grantee shall assure compliance with the Ethics in Public Service Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or conflicts of interest. 16. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 17. INDEMNIFICATION GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, all other agencies of the state and all officers, agents and employees of the state, from and against all claims or damages for injuries to persons or property or death arising out of or incident to the Grantee's performance or failure to perform the Grant. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by the Grantee's agents, employees, representatives, or any Subgrantee or its agents, employees, or representatives. The Grantee's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged concurrent negligence of the state or its agents, agencies, employees and officers. Subgrants shall include a comprehensive indemnification clause holding harmless the Grantee, COMMERCE, the state of Washington, its officers, employees and authorized agents. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 18. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant. The Grantee and its employees or agents performing under this Grant are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 19. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Grant, and transmit the deducted amount to the Department of Labor and Industries, (L &I) Division of Insurance Services. This provision does not waive any of L &I's rights to collect from the Grantee. 5 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 20. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended including, but not limited to: Washington State Laws and Regulations A. Affirmative action, RCW 41.06.020 (11). B. Boards of directors or officers of non profit corporations Liability Limitations, RCW 4.24.264. C. Disclosure- campaign finances lobbying, Chapter 42.17 RCW. D. Discrimination -human rights commission, Chapter 49.60 RCW. E. Ethics in public service, Chapter 42.52 RCW. F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326 -02 WAC. G. Open public meetings act, Chapter 42.30 RCW. H. Public records act, Chapter 42.56 RCW. I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW. 21. LICENSING. ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant. 22. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by writing (designation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Grant. 23. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Grantee shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Grantee's non compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further Grants with the state. The Grantee shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 24. POLITICAL ACTIVITIES Political activity of Grantee employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17 RCW and the Federal Hatch Act, 5 USC 1501 1508. No funds may be used under this Grant for working for or against ballot measures or for or against the candidacy of any person for public office. 25. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Grant shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Grant provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 6 26. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 27. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and /or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 28. RECORDS MAINTENANCE The Grantee shall maintain all books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. Grantee shall retain such records for a period of six years following the date of final payment. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been finally resolved. 29. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 30. RIGHT OF INSPECTION 31. SAVINGS 32. SEVERABILITY GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS At no additional cost all records relating to the Grantee's performance under this Grant shall be subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Grant. The Grantee shall provide access to its facilities for this purpose. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. If any provision of this Grant or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Grant that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Grant and to this end the provisions of this Grant are declared to be severable. 7 33. SUBGRANTING 34. SURVIVAL 35. TAXES GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The Grantee may only subgrant work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subgranting, the Grantee shall maintain written procedures related to subgranting, as well as copies of all subgrants and records related to subgrants. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subgranting procedures as they relate to this Grant; (b) prohibit the Grantee from subgranting with a particular person or entity; or (c) require the Grantee to rescind or amend a subgrant. Every subgrant shall bind the Subgrantee to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subgrantee to assure fiscal conditions of this Grant. In no event shall the existence of a subgrant operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subgrant shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subgrantee's performance of the subgrant. The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 36. TERMINATION FOR CAUSE SUSPENSION In event COMMERCE determines that the Grantee failed to comply with any term or condition of this Grant, COMMERCE may terminate the Grant in whole or in part upon written notice to the Grantee. Such termination shall be deemed "for cause." Termination shall take effect on the date specified in the notice. In the alternative, COMMERCE upon written notice may allow the Grantee a specific period of time in which to correct the non compliance. During the corrective action time period, COMMERCE may suspend further payment to the Grantee in whole or in part, or may restrict the Grantee's right to perform duties under this Grant. Failure by the Grantee to take timely corrective action shall allow COMMERCE to terminate the Grant upon written notice to the Grantee. "Termination for Cause" shall be deemed a "Termination for Convenience" when COMMERCE determines that the Grantee did not fail to comply with the terms of the Grant or when COMMERCE determines the failure was not caused by the Grantee's actions or negligence. If the Grant is terminated for cause, the Grantee shall be liable for damages as authorized by law, including, but not limited to, any cost difference between the original Grant and the replacement Grant, as well as all costs associated with entering into the replacement Grant (i.e., competitive bidding, mailing, advertising, and staff time). 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 37. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 38. TERMINATION PROCEDURES After receipt of a notice of termination, except as otherwise directed by COMMERCE, the Grantee shall: A. Stop work under the Grant on the date, and to the extent specified, in the notice; B. Place no further orders or subgrants for materials, services, or facilities related to the Grant; C. Assign to COMMERCE all of the rights, title, and interest of the Grantee under the orders and subgrants so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants. Any attempt by the Grantee to settle such claims must have the prior written approval of COMMERCE; and D. Preserve and transfer any materials, Grant deliverables and/or COMMERCE property in the Grantee's possession as directed by COMMERCE. Upon termination of the Grant, COMMERCE shall pay the Grantee for any service provided by the Grantee under the Grant prior to the date of termination. COMMERCE may withhold any amount due as COMMERCE reasonably determines is necessary to protect COMMERCE against potential loss or liability resulting from the termination. COMMERCE shall pay any withheld amount to the Grantee if COMMERCE later determines that loss or liability will not occur. The rights and remedies of COMMERCE under this section are in addition to any other rights and remedies provided under this Grant or otherwise provided under law. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 9 GRANTEE TITLE DATE Scope of Work Attachment A This grant funding supports relocation and construction of Southcenter Parkway to a 5 -lane arterial between South 180th Street and South 200th Street in Tukwila. The road construction project includes road design and construction, and sanitary sewer design and construction. This project began in July, 2004 and is expected to be completed by October, 2011. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body as of the date and year written below. The Grantee, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE DATE Budget Line Item Amount Site Acquisition $0.00 Architecture Engineering $814,913.00 Construction $14,289,251.00 Capitalized Equipment $0.00 Construction Management $2,261,815.00 Contingency $2,404,505.00 Total Contracted Amount: $19,770,484.00 Attachment B Certification of the Availability of Funds to Complete the Project Non -State Funds Federal Funding (FHWA) City Bonds Total Non -State Funds 1 State Funds 1 2007 State Capital Budget 2005 Job /Economic Development Fund TB I Total State Funds CERTIFICATION GRANTEE TITLE DATE Total Non -State and State Sources Amount $3,683,000.00 $4,107,484.00 $7,790,484.00 $3,980,000.00 $6,000,000.00 $2,000,000.00 $11,980,000.00 Attachment C Total 1 $7,790,484.00 I I $11,980,000.00 $19,770,484.00 The Grantee, by its signature, certifies that project funding from sources other than those provided by this contract and identified above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this contract, as of the date and year written below. The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE'S review upon reasonable request. CERTIFICATION Certification of the Payment and Reporting of Prevailing Wages Attachment D The Grantee, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of May 15, 2007, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Grantee shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE'S review upon request. If any state funds are used by the Grantee for the purpose of construction, applicable State Prevailing Wages must be paid. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body as of the date and year written below. GRANTEE TITLE DATE CERTIFICATION Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process Attachment E The Grantee, by its signature, certifies that it will enter into the Leadership in Energy and Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project funded by this contract. The Grantee shall, upon receipt of LEED certification by the United States Green Building Council, provide documentation of such certification to COMMERCE. The Grantee, by its signature, certifies that the declaration set forth above has been reviewed and approved by the Grantee's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE DATE TIB Members Commissioner Greg Partch Chair, Whitman County Mayor James Irish Vice Chair, City of La Center Teresa Bemtsen Office of Financial Management Counctlmember Jeanne Burbidge City of Federal Way Todd Coleman, P.E. Port of Vancouver Councilmember Sam Crawford Whatcom County Kathleen Davis WSDOT Mark Freiberger, P.E. City of Sedro- Woolley Councilmember William Gothmann, P.E. City of Spokane Valley Secretary Paula Hammond, P.E. WSDOT Dick McKinley City of Tacoma Dave Nelson Grant County Heidi Stamm HS Public Affairs Harold Taniguchi King County Metro Transit Steve Thomsen, P.E. Snohomish County John Vodopich City of Bonney Lake Jay Weber County Road Administration Board Ralph Wessels, P.E. Bicycle Alliance of Washington Commissioner Mike Wilson Grays Harbor County Stevan Gorcester Executive Director P.O. Box 40901 Olympia, WA 98504 -0901 Phone: 360 -586 -1140 Fax: 360 -586 -1165 www.tib.wa.gov Washington State Transportation Improvement Board March 29, 2010 Honorable Jim Haggerton Mayor City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Dear Mayor Haggerton: Attachment 3 RECEIVED Arrt0 2010 uKWA °LBL/ W O RKS The TIB Board authorized the restoration of $2,000,000 in TIB funds from contingency for the Southcenter Parkway Extension Project at the March 26, 2010 Board meeting. Two copies of the Fuel Tax Distribution Agreement have been enclosed. Sign both copies of the Fuel Tax Agreement and return them to TIB; Once the agreement is fully executed a copy will be returned to the city for your records. You may now award the construction contract. We would be happy to assist you with any questions. You can contact Greg Armstrong, TIB Project Engineer, at (360) 586 -1142 or via e-mail at GregA @TIB.wa.gov. Stevan Gorcester Executive Director cc: Bob Giberson, Public Works Director Gail Labanara Tukwila Accounting Lisa Verner Tukwila Project Manager Terri Smith, Department of Commerce CERB Program Emily Hafford, Department of Commerce, Capital Projects Investing in your local community Washington State Transportation Improvement Board Fuel Tax Grant Distribution Agreement LEAD AGENCY: PROJECT NUMBER: 1 PROJECT TITLE: PROJECT TERMINI: 1.0 PURPOSE The Washington State Transportation Improvement Board (hereinafter referred to as "TIB hereby grants funds for the project specified in the attached documents, and as may be subsequently amended, subject to the terms contained herein. It is the intent of the parties, TIB and the grant recipient, that this Agreement shall govern the use and distribution of the grant funds through all phases of the project. Accordingly, the project specific information shall be contained in the attachments hereto and incorporated herein, as the project progresses through each phase. This Agreement, together with the attachments hereto, the provisions of chapter 47.26 Revised Code of Washington, the provisions of title 479 Washington Administrative Code, and TIB Policies, constitutes the entire agreement between the parties and supercedes all previous written or oral agreements between the parties. 2.0 PARTIES TO AGREEMENT The parties to this Agreement are TIB, or its successor,, and the grant recipient, or its successor, as specified in the attachments. 3.0 TERM OF AGREEMENT This Agreement shall be effective upon execution by TIB and shall continue through completion of each phase of the project, unless terminated sooner as provided herein. 4.0 AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5.0 ASSIGNMENT 1 City of Tukwila 9 -P- 116(011) -1 1 Southcenter Pkwy Extension 1 S 180th St to S 200th St The grant recipient shall not assign or transfer its rights, benefits, or obligations under this Agreement without the prior written consent of TIB. The grant recipient is deemed to consent to assignment of this Agreement by TIB to a successor entity. Such consent shall not constitute a waiver of the grant recipient's other rights under this Agreement. 6.0 GOVERNANCE VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington and venue of any action brought hereunder shall be in the Superior Court for Thurston County. TIB Form 190 -500 Page 1' of 3 Rev. 2/14/2003 7.0 TERMINATION TIB Form 190 -500 Washington State Transportation Improvement Board Fuel Tax Grant Distribution Agreement 7.1 UNILATERAL TERMINATION Either party may terminate this Agreement upon 30 days' prior written notice to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 7.2 TERMINATION BY MUTUAL AGREEMENT Either party may terminate this contract in whole or in part, at any time, by mutual agreement with a 30 calendar day written notice from one party to the other. 7.3 TERMINATION FOR CAUSE In the event TIB determines the grant recipient has failed to comply with the conditions of this Agreement in a timely manner, TIB has the right to suspend or terminate this Agreement. TIB shall notify the grant recipient in writing of the need to take corrective action. If corrective action is not taken within 30 days, the Agreement may be terminated. TIB reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the grant recipient from incurring additional obligations of funds during the investigation of the alleged compliance breach and pending corrective action by the grant recipient or a decision by TIB to terminate the Agreement. The grant recipient shall be liable for damages as authorized by law including, but not limited to, repayment of misused grant funds. The termination shall be deemed to be a Termination for Convenience if it is determined that the grant recipient: (1) was not at fault, or (2) failure to perform was outside of the grant recipient's control, fault or negligence. The rights and remedies of TIB provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 7.4 TERMINATION FOR CONVENIENCE TIB may, by ten (10) days written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part, because federal or state funds are no longer available for the purpose of meeting TIB's obligations, or for any reason. If this Agreement is so terminated, TIB shall be liable only for payment required under this Agreement for performance rendered or costs incurred prior to the effective date of termination. 7.5 TERMINATION PROCEDURE Upon receipt of notice of termination, the grant recipient shall stop work and /or take such action as may be directed by TIB. Page 2 of 3 Rev. 2/14/2003 Washington State Transportation Improvement Board Fuel Tax Grant Distribution Agreement 8.0 AVAILABILITY OF TIB FUNDS The availability of Transportation Improvement Board funds is a function of Motor Vehicle Fuel Tax collections and existing contractual obligations. The local agency shall submit timely progress billings as project costs are incurred to enable accurate budgeting and fund management. Failure to submit timely progress billings may result in delayed payments or the establishment of a payment schedule. Approved as to Form This 14th Day of February, 2003 Rob McKenna Attorney General By: Signature on file Elizabeth Lagerberg Assistant Attorney General Lead Agency Transportation Improvement Board Signature of Chairman /Mayor Date Executive Director Date TIB Form 190 -500 Print Name Print Name Page 3 of 3 Rev. 2/14/2003 DRAFT I. RECITALS 401352.1 1356659 1 0002 1 Attachment 4 INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF TUKWILA AND HIGHLINE WATER DISTRICT REGARDING THE SOUTHCENTER PARKWAY PROJECT This Agreement "Agreement is made and entered into this day of 2010, by and between the City of Tukwila, a non charter optional, code Washington municipal corporation "City and Highline Water District, a Washington special purpose district municipal corporation existing pursuant to Title 57 Revised Code of Washington "District (individually a "Party" and collectively the "Parties for the purposes set forth below. WHEREAS, the District has a franchise "Franchise dated December 2, 1991, from the City which authorizes the District to construct, operate, maintain, repair and replace water mains and facilities (collectively "Water Facilities in, under, along and through City right -of -way pursuant to the terms and conditions of the Franchise; provided the Franchise also requires the District at its expense to raise, lower or move its Water Facilities located in City right -of -way or to place such Water Facilities in a location to accommodate City improvements to or work in City right -of -way. WHEREAS, the District presently maintains an eight (8) inch watermain and related facilities "Existing Water Facilities in Southcenter Parkway and Frager Road as such City right -of -way is presently constructed and aligned. WHEREAS, the City entered into a development agreement dated June 10, 2009 "Development Agreement with La Pianta LLC, a Washington limited liability company, now known as Segale Properties LLC "Segale which provides for the development of certain real property known as the "Tukwila South Property" as a project known as the "Tukwila South Project" as further described in the Development Agreement; and the Development Agreement provides, in part, for the installation of certain street and utility infrastructure by the City and Segale as described in the Development Agreement, and, specifically, the realignment, relocation and extension of Southcenter Parkway located in the vicinity of the Tukwila South Property "SCP Project WHEREAS, the Development Agreement requires the City to prepare a final design of the SCP Project, including utilities such as water, sewer, stormwater and other utilities necessary to serve the Tukwila South Project and to bid and undertake the construction of the SCP Project as a City public works project; and the Development Agreement in Section 4.3.4 requires Segale to obtain water service from the District and to pay all costs related to the design and construction of the water system upgrades necessary to serve the Tukwila South Project; therefore the City now requires the District to relocate its Existing Water Facilities and construct new water mains and facilities necessary to serve the SCP project as such facilities are described on Exhibit A attached hereto and incorporated herein by this reference "Highline Work WHEREAS, the Highline Work includes both the relocation of the Existing Water Facilities in Southcenter Parkway and Frager Road due to the relocation of such City right -of- way as provided for in the Franchise (the "Franchise Work and also the design and construction of oversized watermains with greater capacity than the Existing Water Facilities to serve Segale's Tukwila South Project (the "Oversizing Work provided, that the District shall pay for the cost and expense of the Franchise Work and Segale shall pay for the cost and expense of the Oversizing Work. WHEREAS, the Development Agreement in Section 4.3.4.1 provides that the City will include the Highline Work in its SCP Project as a bid additive, account for and invoice the District separately for the Highline Work and enter into an agreement with the District pursuant to which the District will reimburse the City for the cost of the Highline Work; provided, the Development Agreement also provides that the District shall enter into a separate agreement with Segale pursuant to which Segale shall reimburse the District for the cost of the Oversizing Work; provided further, the Development Agreement requires Segale to provide the City with a letter of credit in the amount of 110% of the estimated cost of the Oversizing Work as security for payment of those costs, and in the event that the District fails to reimburse the City pursuant to the terms of this Agreement the City may draw upon the letter of credit as provided for in the Development Agreement. WHEREAS, Highline and Segale have agreed that of the final cost of the Highline Work and associated administrative costs "Highline Work Final Cost the District is responsible to pay fifty -one (51) per cent of the Highline Work Final Cost "Franchise Final Cost and Segale is responsible to pay forty -nine (49) per cent of the Highline Work Final Cost "Oversizing Final Cost WHEREAS, the City competitively bid the construction of the SCP Project, included the Highline Work in such project bid as a separate additive bid schedule, and the apparent lowest responsible bidder submitted a bid for the Highline Work in the amount of One Million Three Hundred Sixty Seven Thousand Nine Hundred Thirty Dollars and Ninety -Four Cents ($1,367,930.94), including applicable Washington State sales tax "Highline Work Bid Cost and the District desires the City to include the Highline Work in the SCP Project and will agree to reimburse the City for the cost of the Highline Work on the terms and conditions set forth in this Agreement to achieve cost savings and benefits in the public's interest. WHEREAS, the City will agree to include the Highline Work in the SCP Project on the condition that the District reimburse the City for the cost of the Highline Work on the terms and conditions set forth in this Agreement; and, assuming the City awards the SCP Project contract resulting in the Highline Work Bid Cost, the City shall require Segale to provide the City with a letter of credit as provided for in Section 4.3.4.1 of the Development Agreement in the amount of Seven Hundred Thirty Seven Thousand Three Hundred Fifteen Dollars ($737,315.00), which amount is 110% of forty -nine (49) per cent of the Highline Work Bid Cost. 401352.1 1 356659 1 0002 -2- WHEREAS, it is in the best interests of the Parties that the SCP Project work proceed as soon as possible, provided that if the City does not award a contract for the construction of the SCP Project by the day of 2010, the District shall reserve the right to cancel and terminate this Agreement which in such event will have no further force and effect. WHEREAS, pursuant to RCW 39.34.080, the Parties are authorized to enter into a contract to provide for the performance of governmental activities and undertakings which both Party is authorized by law to undertake and perform. Now, therefore, in consideration of the following terms and conditions, the Parties agree as follows: 401352.1 1 356659 1 0002 II. AGREEMENT 2.1 General. The District authorizes the City to proceed with the construction of the Highline Work as part of the SCP Project and agrees to reimburse the City for the cost of the Highline Work based on the Highline Work Bid Cost on the terms and conditions set forth in this Agreement. The City, as agent acting for and on behalf of the District, agrees to perform the Highline Work in constructing the improvements for the SCP Project, in accordance with and as described in Exhibit A and the Plans and Specifications attached hereto as Exhibit B which are incorporated herein in full by this reference "Plans and Specifications provided, that if the City fails to award a contract for the construction of the SCP Project by the day of 2010, the District shall have the right to cancel and terminate this Agreement which, in such event, all obligations herein shall be extinguished and this Agreement shall have no further force and effect. 2.2 Construction Plans. The Plans and Specifications for the Highline Work have been prepared by the City's consulting engineers "Consulting Engineers generally in accordance with the 2008 State of Washington Standard Specifications for Road, Bridge and Municipal Construction and the District's standard specifications as provided by the District to the Consulting Engineer. The District hereby approves the scope of work for the Highline Work as described on Exhibit A and the Plans and Specifications for the Highline Work as set forth in Exhibit B. The City shall invoice the District for its costs incurred from the Consulting Engineer to prepare the Plans and Specifications on a time and materials basis. The District shall pay the City invoice for such costs within forty five (45) days of receipt, provided the District's obligation to pay the costs of such work shall not exceed One Hundred Sixteen Thousand Seven Hundred Fifty Six Dollars ($116,756.00). 2.3 Bidding and Construction. The City is hereby designated as the District's construction agent for the SCP Project. 2.4 Contract Administration. Following the award of the SCP Project contract, the City shall administer and manage the SCP Project contract. As construction agent, the City will perform all engineering, survey and field inspections and shall make all payments to the Contractor. In providing such services, the City may exercise all the powers and perform all the -3- duties as authorized by law and this Agreement. The City will keep the District advised as to the progress of the SCP Project work. The City, as construction agent, shall have final judgment, after consulting with the District, with regards to decisions related to the work of the Contractor. 2.5 Authority to Construct. Subject to the provisions in Section 3 herein, the District hereby authorizes the City to proceed with construction in accordance with Exhibits A and B for the purpose intended by this Agreement. 2.6 Inspection by District. The District shall furnish and the City shall allow an inspector to be on the SCP Project to verify proper compliance with the requirements set forth in the Plans and Specifications for the Highline Work. Any costs for such inspection shall be borne solely by the District. The District's inspector shall advise the City's inspector of any deficiencies noted in the Highline Work and the City's inspector shall promptly advise the Contractor of any such deficiencies in the Highline Work. The City may designate the District's inspector as the City's agent to communicate directly with the Contractor's field personnel regarding compliance with the Plans and Specifications for the Highline Work. 2.7 Payment. The District agrees to reimburse the City for the actual direct construction cost of all work specified in the Plans and Specifications in Exhibit B plus additional costs itemized by invoice on a time and materials basis for an amount not to exceed eight (8) per cent (based on the final construction cost of the Highline Work) to cover construction administrative costs (including, but not limited to, project management, construction administration, and inspection based on schedules of rates and charges which the City shall provide the District at the commencement of the SCP Project work) and miscellaneous restoration costs as described in Exhibit A that are the financial responsibility of the District (previously referred to as the Highline Work Final Cost). Following the District's final acceptance of the Highline Work as provided in Section 2.10 herein, the City shall invoice the District for the Highline Work Final Cost. Following the District's receipt of the City's invoice for the Highline Work Final Cost, the District shall pay the Highline Work Final Cost to the City in full within forty -five (45) days of the receipt of such City invoice, except as to any disputed costs or charges; provided, however, upon Highline's receipt of the City invoice for the Highline Work Final Cost, Highline shall promptly invoice Segale for the Oversizing Final Cost. If Segale fails to pay the Oversizing Final Cost to the District within twenty (20) days of Segale's receipt of the Highline Work Final Cost invoice from the District, the District shall promptly notify the City of Segale's failure to timely pay the District and the District shall only be required to pay the City the Franchise Work Final Cost and shall have no further obligation or duty to pay the Oversizing Final Cost to the City. In that event, the City shall then have the right, pursuant to the Development Agreement, to draw upon the letter of credit as provided in Section 4.8.4 of such agreement to recover and be reimbursed by Segale for the Oversizing Final Cost. 2.8 Chanaes in the Work: Extra Work. During construction, the District shall notify the City as soon as practicable, in writing, of any changes it wishes to make in the Plans and Specifications which affect the Highline Work, which changes shall be made if reasonably feasible and approved by the City. Similarly, the City will notify the District as soon as practicable of any changes required by the City in the scope of the SCP Project, or of any 401352.1 I 356659 1 0002 -4- Highline water district intertie Water district 75 intertie Water district #75 intertie changes which substantially .change the nature of the Highline Work, and will obtain the District's approval of such changes to the Highline Work; provided, that District staff, following notice to the District as provided herein, shall have the right to approve changes in the Plans and Specifications which affect the Highline Work without the approval of the District Board of Commissioners if such changes in the aggregate of the Highline Bid do not exceed five (5) per cent of the Highline Bid; provided, however, any changes in the Plans and Specifications which affect the Highline Work which exceed five (5) per cent of the Highline Bid shall require the prior approval of the District Board of Commissioners. Written notification by a Party shall be given prior to commencement of the work to implement the changes. The City shall act as the District's agent in negotiating change orders with the Contractor. The Parties shall cooperatively determine each Party's financial responsibility for changes in the Highline Work. 2.9 Emergency Repairs. Prior to the City's final acceptance of the Highline Work, if there is a need for emergency repair of the Highline Work and the City's contractor is unable to perform such repair in a timely manner, the District shall have permission to enter upon the City's right -of -way and complete said emergency repair. Emergency repairs are defined as work performed by City or District forces to stabilize, remove immediate hazards or dangers by cutting and capping water mains, and restoring immediate utility services to customers in the area. Upon completion of any emergency repairs by the City or the District, the Parties shall cooperatively determine each Party's financial responsibility for such emergency repairs. 2.10 Fire Flow. The District presently provides domestic water service and fire flow for fire suppression purposes in the area of the SCP Project. However, following the commencement of construction by the City's Contractor on the SCP Project, certain District water mains in the area will be abandoned by the City's Contractor; in that event the District will continue to provide domestic water service to the SCP Project area by utilizing the District's existing water system; however, the District will no longer be able to provide sufficient fire flow to the SCP Project area during construction of the SCP Project to meet the requirements of the International Fire Code or other applicable statutes, ordinances, codes and regulations regarding fire flow requirements. The City and the District own and maintain an existing intertie between their water systems as described by an agreement entitled "Agreement for the Emergency Sale of Water Between the City of Tukwila and Highline Water District" dated March 31, 2000 "Intertie Agreement" and the "Intertie Therefore, the City shall be responsible to provide fire flow up to three thousand (3,000) gallons per minute to and through the Intertie to supplement the District's deficiency in providing fire flow to the SCP Project area during the construction of the SCP Project, subject to the terms and conditions of the Intertie Agreement. Further, the District shall not be required to provide emergency water to the City as described in the Intertie Agreement during the construction of the SCP Project. 2.11 Final Acceptance. The City shall provide the District with written notice of completion of the Highline Work, together with the Contractor's redlined as -built drawings for the Highline Work which the City shall require the Contractor to prepare and maintain during the Contractor's performance of the Highline Work based on final surveyed locations of the Highline Work. The District's inspector shall perform final inspection of the Highline Work. The District shall, within ten (10) business days of its final inspection, provide to the City final acceptance of 401352.1 1 3566591 0002 -5- the Highline Work, or alternatively, provide an itemized and detailed response as to why final acceptance of the Highline Work cannot be given. The City shall then require the City's Contractor to complete the Highline Work to the District's satisfaction. If the District fails to respond to the City's notice of completion within ten (10) business days, the District will be deemed to have given final acceptance of the Highline Work. Upon final acceptance of the Highline Work by the District, the City shall transfer and assign its rights under the SCP Project contract relating to the Highline Work to the District, including warranty and maintenance obligations by the Contractor relating to the Highline Work. The District's acceptance of the Highline Work shall not constitute acceptance of any unauthorized or defective work or materials, nor be a waiver of any manufacturer's, supplier's or contractors' warranties. Final acceptance of the SCP Project shall be by the City after inspection by all agencies involved. 2.12 Delivery of Water Facilities. The City agrees, within thirty (30) calendar days from the date of final acceptance of the SCP Project work by the City, to transfer ownership of the Highline Work to the District by bill of sale or other appropriate document(s). The City shall forward to the District any guarantee or warranty furnished as a normal trade practice in connection with the purchase of any equipment, materials, or items used in the construction of the SCP Project. The City shall submit redline drawings to the District upon completion of the SCP Project for District review and approval. The District shall retain any rights, claims or demands the District may have against the City's Contractor relating to the District's work under applicable statutes of limitation as a third party beneficiary under the City's contract with the City's Contractor. The City shall provide the District at the time the City awards a public works contract for the SCP Project with an electronic copy of the original design for the Highline Work prepared by the Consulting Engineer in a format as required by the District. The City shall also provide the District with the Contractor's redlined as -built drawings for the Highline Work as referenced in Section 2.10 above. 401352.1 1 356659 1 0002 -6- III. GENERAL PROVISIONS 3.1 Indemnity. Each Party agrees to protect, defend, and indemnify the other Party, its officers, officials, employees, and agents from any and all costs, claims, claims for delay, judgments and /or awards of damages arising out of or in any way resulting from the Party's default, failure of performance, or negligent conduct associated with this Agreement, by the Party, its employees, subcontractors or agents. Each Party agrees that its obligations under this provision extend to any claim, demand, and/or cause of action brought by or on behalf of any of its employees or agents. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide each Party with a full and complete indemnity of claims made by the other Party's employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 3.2 Contractor Indemnity. Insurance. Safety. The City shall require the contractor constructing the Project to have the District, its elected and appointed officers, agents and employees named as an insured on all policies of insurance to be maintained by the Contractor(s) under the terms of any SCP Project contract(s), with the City Contractor building the SCP Project required to maintain Commercial General Liability Insurance, Commercial Automobile Insurance and Workers Compensation. The Contractor shall provide the City with either a certified copy of all policies with endorsements attached or a Certificate of Insurance with endorsements attached as are necessary to comply with the contract specifications. The City shall provide the District with copies of all such policies and documents upon receipt of same by the City. The City shall require the contractor constructing the SCP Project to indemnify, defend, and save harmless the District and its elected and appointed officers, agents, or employees from any claim, damage, action, liability of proceeding brought or filed against the District or its officers, agents or employees alleging damage or injury arising out of the contractor's participation in the SCP Project. The Contractor shall also be required to waive the Contractor's immunity under Washington's Industrial Insurance Act, RCW Title 51, as to the District solely for the purposes of the indemnification. The City shall require the contractor building the SCP Project to be solely and completely responsible for safety and safety conditions at the job site, including the safety of all persons and property during performance of the work. The contractor shall comply with all applicable City and State regulations, ordinances, orders and codes regarding safety. The District shall have no responsibility as to safety and safety conditions at the job site. 3.3 Resolution of Disputes and Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from the Parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court located in Kent, King County, Washington, unless the Parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the Parties' performance of this Agreement, each Party shall pay all of its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law, provided, however, nothing in this paragraph shall be construed to limit the City's or District's right to indemnification under Section 3.1 of this Agreement. 3.4 Written Notice. All communications regarding this Agreement shall be sent to the Parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. To the City: Bob Giberson Public Works Director 6300 Southcenter Blvd Tukwila, WA 98188 401352.1 35665910002 -7- To the District: Matt Everett General Manager 23828 30th Ave. S. Kent, WA 98032 3.5 Assignment. Any assignment of this Agreement by either Party without the written consent of the non assigning Party shall be void. 3.6 Modification. No waiver, alteration, or modification of any of the provisions for the Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the District. 3.7 Entire Agreement. The written provisions and terms of this Agreement together with any attached Exhibits shall supersede all prior verbal statements of any officer or other representative of either Party, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. This document, including all Exhibits, is the entire Agreement between the Parties. Should any language in any of the Exhibits to the Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. 3.8 Effective Date. This Agreement shall be effective as to all Parties on the date set forth above "Effective Date 3.9 Interlocal Cooperation. This Agreement is entered into by the Parties pursuant to the authority set forth in RCW 39.34.080. Nothing herein shall be construed to create a partnership or joint venture between the Parties. 3.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties hereto and their successors and assigns. No other person or entity shall have any rights under this Agreement whether by agency, a third party beneficiary or otherwise. 3.11 Recitals Incorporated by Reference. The Recitals set forth in Section I above are incorporated herein in full by this reference. IN WITNESS WHEREOF, this Agreement is executed by the Parties by their authorized officers indicated below. City of Tukwila Highline Water District BY BY ITS ITS 401352.135665910002 -8- ATTEST: City CLERK, City OF TUKWILA APPROVED AS TO FORM Tukwila City Attorney 401352.1 1 356659 1 0002 -9- ATTEST: APPROVED AS TO FORM District Attorney EXHIBIT A SCOPE OF WORK The Scope of Work for the Southcenter Parkway Extension Project includes furnishing and installing approximately 10,550 linear feet of ductile iron water main, ranging in size from fl- inch to 16 -inch in diameter, along the proposed Southcenter Parkway, generally from Sta 110 +78 to Sta 184 +74; and along S 200 St generally from Sta 14 +93 to Sta 20 +00, in accordance with the Plans and Specifications as prepared by David Evans and Associates and referenced in Exhibit B. Work shall also include all furnishing and installing all fittings, valves, hydrants, services and other water system appurtenances as further described herein. In addition, work shall include providing temporary erosion and sedimentation control, survey, traffic control, bank run gravel for trench backfill, crushed surfacing top course, hot mix asphalt for trench patch and overlay, and surface restoration to provide for a complete and operational water system. 4013 52.1 1356659 1 0002 -10- EXHIBIT B PLANS and SPECIFICATIONS The Plans and Specifications for the Highline Water District Southcenter Parkway Extension Project, HWD Project No. 06 -01, shall be as prepared by David Evans and Associates, dated February, 2010, Sheets WA01 -WA21 and applicable Specifications, and such modifications and addenda thereto (collectively referred to in the Agreement as the Plans and Specifications for the Highline Work which are incorporated herein in full by this reference. 401352.1 1356659 1 0002 -11- PUGET SOUND ENERGY Exhibit "A" Project Plan Schedule 74 Underground Conversion City of Tukwila Tukwila South Development PSE Project Number: 105052358 March 31, 2010 Attachment 5 Pursuant to Puget Sound Energy "PSE Rate Schedule 74 and as described in this Project Plan, PSE will convert its existing overhead electrical distribution system of 15,000 volts or less to an equivalent Underground Distribution System. This Project Plan describes work to be performed by PSE and the City of Tukwila (the "City for the conversion of certain PSE electrical distribution system facilities as described herein (the "Conversion Project Construction of this Conversion Project is contingent upon and shall not commence prior to both written acceptance of this Project Plan and written execution of a Schedule 74 Construction Agreement by the City and PSE. This Project Plan includes and consists of: Detailed description of the Construction Work to be performed Applicable requirements, drawings and specifications for the work (attached) Operating Rights to be obtained for the Conversion Project (attached) Construction Work Schedule Construction Costs Estimate Summary (attached) Revisions to this Proiect Plan must be mutually approved by the City and PSE, including total construction costs to the Government Entity listed in the Construction Cost Estimate Summary. Scope of Work This Conversion Project will replace PSE's existing overhead electrical distribution system with an Underground Distribution System within the following area (the "Conversion Area Beginning at the northeast corner of the Southcenter Parkway and S. 180 St. intersection (station mark 109 +00), moving south along the Southcenter Parkway /Frager Road frontage to the terminus of this overhead system (station mark 151 +00) (this scope excludes the requested OH facility requested to remain between station nark 127 +00 to 134 +00). Existing overhead infrastructure exists on both the east and west frontages of the roadway and includes transformers and services drops to both residential and industrial /commercial customers. Utility poles along this frontage support street lighting and communications infrastructure. It should be noted that the proposed Southcenter Parkway extension will not follow the existing Southcenter Parkway/Frager Road alignment. The installed underground facilities are approximately 3,500 feet in length, including laterals and road crossings. City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Page 1 The Conversion Project includes modification or replacement of all existing services lines within the Conversion Area to connect to the Underground Distribution System and removal of PSE's existing overhead electric distribution facilities (including PSE distribution poles and pole mounted street lights) from the Conversion Area. Costs associated with the installation of new underground services will be billed to the party placing the new service order per Electric Rate Schedule 85. There are no Government Entity Requested Upgrades or Temporary Service elements included in the Conversion Project Scope of Work. PSE initiated upgrades included in this project consist of: PSE is installing additional facilities beyond those required and allowed under Schedule 74 throughout the project. These additional facilities are identified on the PSE plan set on the vault and the Cable Conduit tables. The additional facilities will be addressed under the Schedule 85 portion of this job. City requested upgrades included in this project consist of: None. Temporary Service included in this project consists of: None for Schedule 74 work. The following portions of PSE's existing facilities to be converted are located outside of Public Thoroughfare: The existing overhead system between PEO5 and PEO6 (Schoenbachler Property). In conjunction with the Conversion Project, PSE will remove its existing street lighting system within the Conversion Area. Provision of a new street lighting system within the Conversion Area under terms of applicable PSE Tariff Schedules will be addressed on a separate work order and work sketch. Additional costs will apply and will be quoted separately. City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Responsibilities of Parties City Responsibilities a) Provide written notice to customers within the Conversion Area in advance of Conversion Project Construction Work start. The notice will include contact information for both the City and PSE, the expected Conversion Project schedule, anticipation of service interruptions and work required to be performed by customers. b) Coordinate other utility conversion, removal and relocation from PSE's poles. c) Provide all surveying for equipment placement, locations, and establish all grade elevations for the Underground Distribution System within the Conversion Area. d) Provide all necessary excavation, bedding, backfill, off -site disposal, site restoration and coordination for installation of the Underground Distribution System. This includes trenching, backfill, and restoration for cut -over and transfer of existing underground system and service lines from the existing overhead distribution system to the new Underground Distribution System. e) Coordinate private property trenching, excavation and restoration activity with private property owners affected by this Conversion Project. f) Provide flagging and traffic control as required for all work performed by the City. Page 2 Install and proof all ducts and vaults for the Underground Distribution System (excluding work in ducts or vaults containing energized cables or equipment see PSE Responsibilities) in accordance with PSE standards and specifications using ducts and vaults provided by PSE. "Proofing" as used herein is defined as verification using a mandrel that the duct and vault system is free and clear of damage, installed to the proper grade and at the proper location and contains a pulling line. h) Provide PSE at least ten (10) business days notice prior to the start of trenching activity to allow for delivery of PSE materials to the job site and scheduling of PSE's on -site Inspector. Provide at least two (2) business days notice for scheduled delivery of vaults from the manufacturer. g j) i) Provide secure staging and storage area(s) for duct and vault materials provided by PSE. The City shall be responsible for the security and condition of these materials until they are installed and accepted by PSE or returned to PSE's custody. Provide labor and equipment for the off loading of PSE duct and vault materials delivered to the job site. k) Promptly following notice from PSE that the Underground Distribution System has been energized, provide notice to customers within the Conversion Area informing them of their obligation and responsibility to convert their overhead service lines to underground service lines as provided by state law or to modify existing underground service lines for connection to the Underground Distribution System. Affected service lines are listed in the Service Lines section of this Project Plan. 1) Facilitate weekly (or as otherwise agreed by the City and P SE) construction coordination meetings to include all relevant parties participating in the conversion including PSE and it's contractor(s), the City and it's contractor(s), and other utilities. m) Provide any necessary operating rights for the installation of P SE's facilities in accordance with PSE's Schedule 74 Section 3 and as mutually agreed by the PSE and the City. Operating rights are further addressed in the Operating Rights section of this Project Plan. n) Modify, reroute or replace service lines to City owned facilities to connect to the Underground Distribution System. o) Following notification from PSE that Construction Work is complete, provide to PSE any Shared Government Costs as provided for in the Construction Agreement. Puget Sound Enervv Resnonsibilities a) Provide all duct and vault materials, cables, electrical equipment and components necessary for installation of the Underground Distribution System. b) Following notice from the City, deliver or cause to be delivered all duct and vault materials to the designated staging /storage area(s). Acknowledge delivered quantities and condition of duct and vault materials by signing shipping manifests. c) Following notice from the City, provide inspection services needed for overseeing the proper installation of ducts and vaults by the City. City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Page 3 d) Accept delivery of the completed duct and vault system once the new system has been proofed (as described above) by the City. PSE will provide a mandrel to the City to be used in proofing of the duct and vault system. e) Provide PSE electrical workers to complete duct installation and proofing when such work is performed at or in any energized vault containing energized cables or equipment. f) Install (except for ducts and vaults installed by the City) and energize the Underground Distribution System. Provide written notice to the City when the Underground Distribution System is energized. Perform cut -over and transfer of existing Underground Distribution System and existing underground service lines from the overhead distribution system to the new Underground Distribution System where applicable (see City Responsibility item "d" concerning trenching responsibility). PSE will notify the City for excavation and the affected customers at least two (2) business days prior to installation, transfer, and connection of underground service lines. Affected service lines are listed in the Service Lines section of this Project Plan. h) Install and connect replacement underground service lines to single family residences and connect replacement non residential underground service lines provided by customers within the Conversion Area pursuant to PSE Tariff Schedule 85. Costs associated with the installation of new underground services will be billed to the party placing the new service order per Electric Rate Schedule 85. Affected service lines are listed in the Service Lines section of this Project Plan. i) Remove the existing overhead electric distribution system including, conductors, street lights, equipment, down guys, anchors and poles after all service lines to customers within the Conversion Area are connected to the Underground Distribution System and all other utilities have been removed from PSE's poles. Holes left following removal of poles will be filled with crushed rock and compacted in accordance with applicable City standards or specifications. Provide flagging and traffic control as required for all work performed by PSE (except as may otherwise be reasonably provided by the City during installation of ducts and vaults in conjunction with City performed trenching, excavation, back -fill and restoration). k) Attend weekly (or as otherwise agreed by the City and PSE) construction coordination meetings facilitated by the City and its contractor during duct and vault installation and while line crews are actively working the project. g) j) Operating Rights The Underground Distribution System will be located within Public Thoroughfare except as described in the Operating Rights Attachment. The Construction Work will not be released by PSE for construction until i) all operating rights necessary for the installation of PSE's facilities have been obtained and have been verified by PSE, or ii) the City otherwise signs an agreement releasing PSE from any and all financial obligations associated with the location or relocation of City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Page 4 PSE facilities resulting from commencement of construction prior to acquisition of all identified necessary operating rights. Construction Work Schedule The work will be performed in accordance with the following Work Schedule, unless this schedule is revised by mutual agreement of the City and PSE or circumstances beyond the reasonable control of the City and /or PSE preclude such performance. Installation of ducts and vaults: Construction to start in summer 2010. Work Schedule Restrictions: None Cost Assumntions Construction Cost Estimate The estimated costs to perform the Construction Work and the allocation of costs between the parties are presented in the attached Construction Costs Estimate Summary. These estimated costs are valid for 90 days from the date on the Construction Costs Estimate Summary page. If this Project Plan and the Construction Agreement are not fully executed within 90 days, the estimated cost is subject to revision. Project Assumptions The project design, construction plans and cost estimates are based on and reflect the following assumptions. Construction conditions that are not consistent with these assumptions may result in a request for change or an equitable adjustment to project compensation under Section 6 of the Construction Agreement. 1. The Construction Work will be performed in accordance with the Construction Work Schedule. 2. PSE's Project Manager will accept or reject (with written justification) the duct and vault installation work performed by the City within five (5) business days notice of completion from the City. In the event PSE rejects any of the ducts or vaults (with reasonable written justification), the City will perform the necessary remedial work. The City will then re- notify PSE and PSE shall have five (5) business days to accept or reject the remedial work. 3. All PSE cables can be pulled through the ducts and vaults system to be used for the Conversion Project utilizing normal cable pulling techniques. 4. A City Street Use permit is the only permit necessary for PSE to perform its work for this Conversion Project and will be issued within two (2) weeks of PSE submitting a complete permit application (including any supporting documentation reasonably required by the City). There will be no charge for the permit or inspection fees. 5. The estimated daily productivity rate for PSE duct and vault installation is based on the adjacent site developer's (Segale Properties') contractor opening a minimum of 300 feet of City of Tukwila Southcenter Parkway Extension Underground Conversion Page 5 105052358 trench per working day. The daily productivity rate is used to calculate the number of days a PSE provided Inspector will be required. During construction, the Inspector will be scheduled in full day increments and in one continuous effort. Changes to a continuous schedule require a minimum of five days advance notice. Inspector time will be charged to the project for days that are less than the five days notice. Actual Inspector time will be trued -up to the estimated productivity rate by Change Order. Since additional PSE facilities beyond those allowed by Schedule 74 will be installed in a common trench, total Inspector time for the project will be allocated 20% to the Schedule 74 contract and 80% to the other portions of the project, within the conversion area. 6. This proposal assumes the use of two flaggers, basic signage and simple channelization. Additional traffic control measures are not included. 7. Work to be performed by PSE does not include installation and /or removal of Temporary Service facilities at the request of others during construction. 8. All cut -over and transfer work will be completed during regular working hours. 9. Installation of protective bollards may be necessary at some locations and may not be included in the project design. In the event unplanned bollards are required, the associated installation cost will be a shared cost. 10. Where noted on the plans, existing ducts, either empty or currently used, are to be utilized for new cables. The Construction Costs Estimate assumes that such ducts are in place and available for use to pull in new cables using the same equipment and effort as newly installed ducts. 11. The Construction Costs Estimate assumes that guy anchors are installed prior to the installation of the ducts in the area. Installation of guy anchors in the same area as newly installed conduits may be subject to Change Order. 12. The labor rate assumption used in the Cost Estimate is based on 2009 rates. Any work performed on this project during 2010 is subject to Change Order based on 2010 labor rates. Schedule 1. There will be a total of two (2) PSE crew mobilizations as follows: i) one mobilization of an underground line crew for installation of underground conductors and equipment; and ii) one mobilization of an overhead line crew for removal of the existing overhead facilities. Once mobilized PSE crews will have continuous productive work until all PSE Construction Work is complete. 2. All PSE Construction Work will be performed during regular working hours from 7:00 AM to 10:00 PM weekdays and 8:00 AM to 9:00 PM weekends, excluding holidays, and excluding the intersection of S 180 St and Southcenter Parkway. In the event that lane closures are necessary for performance of work, PSE shall be limited to working during hours as directed by City. PSE will provide a weekly construction schedule during the weekly meeting Once approved, PSE crews will be allowed to complete the work as scheduled, without changes and work stoppages caused by other construction activities. City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Page 6 3. Work requiring scheduled interruption of electric service (cut -overs and transfers) will be performed during the working hours specified in Schedule Assumption #2 above, and will be scheduled with at least two (2) business days notice. PSE will notify customers of scheduled service interruptions. Service Lines Cut -overs and Transfers New Service PSE Design Construction Standards City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Additional Considerations Service lines within the Conversion Area must be replaced or modified to provide underground service from the Underground Distribution System as described in the attached Service Lines Replacement Modification Requirements List. PSE Tariff Schedule 85 and it's associated charges, will apply to performance of this work. The individual addresses to be converted are: 18800 Southcenter Pkwy. (M &P Company property) **18010 Southcenter Pkwy. (Segale Properties /law office property) PSE customers within the Conversion Area will experience interruption of electric service during performance of the Construction Work when transferring system and customer loads from the overhead distribution system to the Underground Distribution System. PSE will notify customers at least two (2) business days in advance of expected service interruptions. Customers may request that cut -over and transfer work affecting their service be performed outside the regular working hours listed above subject to the customer's written agreement to reimburse PSE for the additional cost (at overtime rates) to perform such work outside the regular working hours. Connection of new or increased load for City facilities (such as new traffic signals) under terms of PSE Tariff Schedule 85 will be addressed on a separate work order and work sketch. Additional costs may apply and will be quoted separately. This Conversion Project has been designed and will be constructed in accordance with PSE design and construction standards in effect as of the date of this Project Plan. PSE standards applicable to Construction Work to be performed by the City have been provided to the City in PSE's "Electric Distribution Trench/Duct/Vault Construction Standards, 2005 All relevant PSE standard described above are attached to this Project Plan by this reference. Page 7 Temporary Support (Holding) of PSE Poles Whenever any pole(s) are required to be temporarily supported due to excavation in proximity to such poles, the City will coordinate with PSE to provide such support. The need to temporarily support such poles shall be determined by PSE, and if required, such support shall be provided by PSE. As used herein, "temporary support" means supporting one or more poles for a continuous working period of ten hours or less. The City and PSE mutually agree to and accept this Project Plan as of the date indicated below: For the City: For PSE: By By: Its: Its: Date: Date: City of Tukwila Southcenter Parkway Extension Underground Conversion 105052358 Acceptance of Project Plan Page 8 PUGET SOUND ENERGY Date: 3 /26/2010 Project Title: Tukwila South Conversion Project Description: Conversion of the existing overhead didtribution system along Frager Rd from South 180th St approximately Rate Schedule: Project Manager 1 Phone Project Engineer Phone Municipal Liaison Mgr 1 Phone Project Revision Revision Date: Company Labor Materials Equipment Inspection Service Provider Outside Services Operating Rights Overhead 74 Jose Vega 425 766 -0993 Scott t3ostrom 253 606 -4552 Cody Olson 206 992 -3315 105052358 0 Private Shared Costs Conversion Estimate Estimate I 2,000 314,600 3,100 11,000 185,900 80 500 Government Entity Labor Operating Rights Construction Costs Tot 594,400 1 Construction Costs Estimate Summary 1'2 3,600 I 100% Government Entity Reimbursable Costs Prior Total 100% GE Gov Req Temporary Conv/Reloc Reimbursable Up trade Services Within 5 Years Costs Estimate I Estimate Estimate I Estimate Projected allocation of Estimated Construction Costs at Completion of Construction Work Company 356,600 I Government Entity 237,800 _I Notes: Estimate prepared in accordance with Sections 6 11 of Schedule 74 Design Agreement and Section 7 of Schedule 74 Construction Agreement. 2 All amounts shown in this estimate are rounded up to the next $100 Shared Costs are allocated 40% to the Government Entity and 60% to the Company if the Conversion Project is completed Total Costs excludes Govemment Entity costs of trenching, restoration, and survevtng Construction Estimate 3,600 100% PSE Costs Estimate Construction Costs Totals Estimate 2,000 317,700 5 11,000 185,900 5 81,400 598,000 356,600 241,400 Printed 3/29/2010 11:13 AM SCHEDULE 74 UNDERGROUND CONVERSION Project Construction Agreement Project Name: Tukwila South Southcenter Parkway Extension Schedule 74 Construction Agreement Project Number: 105052358 THIS Agreement, dated as of this day of 200_, is made by and between Puget Sound Energy, and the City of Tukwila, a Municipal Corporation (the "Government Entity and PUGET SOUND ENERGY, Inc., a Washington Corporation (the "Company RECITALS Attachment 6 A. The Company is a public service company engaged in the sale and distribution of electric energy, and pursuant to its franchise or other rights from the Government Entity, currently locates its electric distribution facilities within the jurisdictional boundaries of the Government Entity. B. The Government Entity has determined that it is necessary to replace the existing overhead electric distribution system within the area specified in the Project Plan (as defined below) (the "Conversion Area with a comparable underground electric distribution system, all as more specifically described in the Project Plan (the "Conversion Project C. The Government Entity and the Company have previously entered into a Project Design Agreement dated as of December 1 2009 (the "Design Agreement pursuant to which the parties completed certain engineering design, cost assessment, operating rights planning and other preliminary work relating to the Conversion Project and, in connection with that effort, developed the Project Plan. D. The Government Entity and the Company wish to execute this written contract in accordance with Schedule 74 of the Company's Electric Tariff G "Schedule 74 to govern the completion of the Conversion Project, which both parties intend shall qualify as an underground conversion under the terms of Schedule 74. AGREEMENT The Government Entity and the Company therefore agree as follows: 1. Definitions. (a) Unless specifically defined otherwise herein, all terms defined in Schedule 74 shall have the same meanings when used in this Agreement, including, without limitation, the following: i) Cost of Conversion; ii) Public Thoroughfare; iii) Temporary Service; iv) Trenching and Restoration; v) Underground Distribution System; and vi) Underground Service Lines. (b) "Company- Initiated Upgrade" shall mean any feature of the Underground Distribution System which is required by the Company and is not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For purposes of the foregoing, a "comparable" system shall include, unless the Parties otherwise agree, the number of empty ducts (not to exceed two (2), typically having a diameter of 6" or less) Page 1 Tukwila South- Southcenter Parkway Extension Conversion Project of such diameter and number as may be specified and agreed upon in the Project Plan necessary to replicate the load- carrying capacity (system amperage class) of the overhead system being replaced. (c) "Estimated Reimbursable Private Conversion Costs" shall mean the Company's good faith estimate of the Reimbursable Private Conversion Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (d) "Estimated Reimbursable Temporary Service Costs" shall mean the Company's good faith estimate of the Reimbursable Temporary Service Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (e) "Estimated Reimbursable Upgrade Costs" shall mean the Company's good faith estimate of the Reimbursable Upgrade Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (f) "Estimated Shared Company Costs" shall mean the Company's good faith estimate of the Shared Company Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (g) "Estimated Shared Government Costs" shall mean the Government Entity's good faith estimate of the Shared Government Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (h) "Government- Requested Upgrade" shall mean any feature of the Underground Distribution System which is requested by the Government Entity and is not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For purposes of the foregoing, any empty ducts installed at the request of the Government Entity shall be a Government- Requested Upgrade. (i) "Party" shall mean the Company, the Government Entity, or both. (j) "Private Property Conversion" shall mean that portion, if any, of the Conversion Project for which the existing overhead electric distribution system is located, as of the date determined in accordance with Schedule 74; (i) outside of the Public Thoroughfare, or (ii) pursuant to rights not derived from a franchise previously granted by the Government Entity or pursuant to rights not otherwise previously granted by the Government Entity. (k) "Project Plan" shall mean the project plan developed by the Parties under the Design Agreement and attached hereto as Exhibit A, as the same may be changed and amended from time to time in accordance with Section 6, below. The Project Plan includes, among other things, (i) a detailed description of the Work that is required to be performed by each Party and any third party, (ii) the applicable requirements and specifications for the Work, (iii) a description of the Operating Rights that are required to be obtained by each Party for the Conversion Project (and the requirements and specifications with respect thereto), (iv) an itemization and summary of the Estimated Shared Company Costs, Estimated Shared Government Costs, Estimated Reimbursable Private Conversion Costs (if any), Estimated Reimbursable Temporary Service Costs (if any) and Estimated Reimbursable Upgrade Costs (if any), and (v) the Work Schedule. (I) "Operating Rights" shall mean sufficient space and legal rights for the construction, operation, repair, and maintenance of the Underground Distribution System. (m) "Reimbursable Private Conversion Costs" shall mean (1) all Costs of Conversion, if any, incurred by the Company which are attributable to a Private Property Conversion, less (ii) the distribution pole replacement costs (if any) that would be avoided by the Company on account of such Private Property Conversion, as determined consistent with the applicable Company distribution facilities Page 2 Tukwila South- Southcenter Parkway Extension Conversion Project (n) "Reimbursable Temporary Service Costs" shall mean all costs incurred by the Company which are attributable to (i) any facilities installed as part of the Conversion Project to provide Temporary Service, as provided for in Schedule 74, and (ii) the removal of any facilities installed to provide Temporary Service (less salvage value of removed equipment); provided that the Reimbursable Temporary Service Costs shall not exceed the Estimated Reimbursable Temporary Service Costs without the prior written authorization of the Government Entity. (o) "Reimbursable Upgrade Costs" shall mean all Costs of Conversion incurred by the Company which are attributable to any Government Requested Upgrade; provided that the Reimbursable Upgrade Costs shall not exceed the Estimated Reimbursable Upgrade Costs without the prior written authorization of the Government Entity. (P) (q) replacement program, plus (iii) just compensation as provided by law for the Company's interests in real property on which such existing overhead distribution system was located prior to conversion; provided that the portion of the Reimbursable Private Conversion Costs attributable to the Costs of Conversion under subparagraph (i) of this paragraph shall not exceed the Estimated Reimbursable Private Conversion Costs without the prior written authorization of the Government Entity. "Shared Company Costs" shall mean all Costs of Conversion (other than Reimbursable Upgrade Costs, Reimbursable Private Conversion Costs and Reimbursable Temporary Service Costs) incurred by the Company in connection with the Conversion Project; provided, however, that the Shared Company Costs shall not exceed the Estimated Shared Company Costs without the prior written authorization of the Government Entity. For the avoidance of doubt, the "Shared Company Costs" shall, as and to the extent specified in the Design Agreement, include the actual, reasonable costs to the Company for the "Design Work" performed by the Company under the Design Agreement. "Shared Government Costs" shall mean all Costs of Conversion incurred by the Government Entity in connection with (i) any duct and vault installation Work which the Parties have specified in the Project Plan is to be performed by the Government Entity as part of the Government Work, and (ii) the acquisition of any Operating Rights which the Parties have, by mutual agreement, specified in the Project Plan are to be obtained by the Government Entity for the Conversion Project, but only to the extent attributable to that portion of such Operating Rights which is necessary to accommodate the facilities of the Company; provided, however, that the Shared Government Costs shall not exceed the Estimated Shared Government Costs without the prior written authorization of the Company. (r) "Total Shared Costs" shall mean the sum of the Shared Company Costs and the Shared Government Costs. For the avoidance of doubt, the Total Shared Costs shall not include, without limitation, (i) costs to the Government Entity for Trenching and Restoration, or (ii) costs associated with any joint use of trenches by other utilities as permitted under Section 3(b). (s) "Work" shall mean all work to be performed in connection with the Conversion Project, as more specifically described in the Project Plan, including, without limitation, the Company Work (as defined in Section 2(a), below) and the Government Work (as defined in Section 3(a), below). (t) "Work Schedule" shall mean the schedule specified in the Project Plan which sets forth the milestones for completing the Work, as the same may be changed and amended from time to time in accordance with Section 6, below. 2. Obligations of the Company. (a) Subject to the terms and conditions of this Agreement, the Company shall do the following as specified in, and in accordance with the design and construction specifications and other requirements set forth in, the Project Plan (the "Company Work Page 3 Tukwila South- Southcenter Parkway Extension Conversion Project i) furnish and install an Underground Distribution System within the Conversion Area (excluding any duct and vault installation or other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity); ii) provide a Company inspector on -site at the times specified in the Work Schedule to inspect the performance of any duct and vault installation Work which the Parties have specified in the Project Plan is to be performed by the Government Entity; and iii) upon connection of those persons or entities to be served by the Underground Distribution System and removal of facilities of any other utilities that are connected to the poles of the overhead system, remove the existing overhead system (including associated wires and Company -owned poles) of 15,000 volts or less within the Conversion Area except for Temporary Services. (b) Upon request of the Government Entity, the Company shall provide periodic reports of the progress of the Company Work identifying (i) the Company Work completed to date, (ii) the Company Work yet to be completed, and (iii) an estimate regarding whether the Conversion Project is on target with respect to the Estimated Shared Company Costs, the Estimated Reimbursable Private Conversion Costs (if any), the Estimated Reimbursable Temporary Service Costs (if any), the Estimated Reimbursable Upgrade Costs (if any) and the Work Schedule. (c) Except as otherwise provided in the Company's Electric Tariff G, the Company shall own, operate and maintain all electrical facilities installed pursuant to this Agreement including, but not limited to, the Underground Distribution System and Underground Service Lines. (d) Subject to the terms and conditions of this Agreement, the Company shall perform all Company Work in accordance with the Project Plan, the Work Schedule and this Agreement. 3. Oblioations of the Government Entity. (a) Subject to the terms and conditions of this Agreement, the Government Entity shall do the following as specified in, and in accordance with the design and construction specifications and other requirements set forth in, the Project Plan (the "Government Work i) provide the Trenching and Restoration; ii) perform the surveying for alignment and grades for ducts and vaults; and iii) perform any duct and vault installation and other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity. (b) Other utilities may be permitted by the Government Entity to use the trenches provided by the Government Entity for the installation of their facilities so long as such facilities or the installation thereof do not interfere (as determined pursuant to the Company's electrical standards) with the Underground Distribution System or the installation or maintenance thereof. Any such use of the trenches by other utilities shall be done subject to and in accordance with the joint trench design specifications and installation drawings set forth or otherwise identified in the Project Plan, and the Government Entity shall be responsible for the coordination of the design and installation of the facilities of the other utilities to ensure compliance with such specifications and drawings. (c) Upon request of the Company, the Government Entity shall provide periodic reports of the progress of the Government Work identifying (i) the Government Work completed to date, (ii) the Government Work yet to be completed, and (iii) an estimate regarding whether the Conversion Project is on target with respect to the Estimated Shared Government Costs and the Work Schedule. (d) The Government Entity shall be responsible for coordinating all work to be performed in connection with the street improvement program within the Conversion Area. Page 4 Tukwila South- Southcenter Parkway Extension Conversion Project (e) Subject to the terms and conditions of this Agreement, the Government Entity shall perform all Government Work in accordance with the Project Plan, the Work Schedule and this Agreement. 4. Work Schedule. (a) The Government Entity and the Company have agreed upon the Work Schedule as set forth in the Project Plan. Changes to the Work Schedule shall be made only in accordance with Section 6, below. (b) Promptly following the execution of this Agreement, and upon completion by the Government Entity of any necessary preliminary work, the Government Entity shall hold a pre- construction meeting involving all participants in the Conversion Project to review project design, coordination requirements, work sequencing and related pre mobilization requirements. Following the pre construction meeting, the Government Entity shall give the Company written notice to proceed with the Work at least ten (10) business days prior to the commencement date specified in the Work Schedule. (c) Subject to the terms and conditions of this Agreement, each Party shall perform the Work assigned to it under this Agreement in accordance with the Work Schedule. So long as the Company performs the Company Work in accordance with the Work Schedule, the Company shall not be liable to the Government Entity (or its agents, servants, employees, contractors, subcontractors, or representatives) for any claims, actions, damages, or liability asserted or arising out of delays in the Work Schedule. 5. Location of Facilities. All facilities of the Company installed within the Conversion Area pursuant to this Agreement shall be located, and all related Operating Rights shall be obtained, in the manner set forth in the applicable provisions of Schedule 74, as specified by the Parties in the Project Plan. 6. Changes. (a) Either Party may, at any time, by written notice thereof to the other Party, request changes in the Work within the general scope of this Agreement (a "Request for Change including, but not limited to: (1) changes in, substitutions for, additions to or deletions of any Work; (ii) changes in the specifications, drawings and other requirements in the Project Plan, (iii) changes in the Work Schedule, and (iv) changes in the location, alignment, dimensions or design of items included in the Work. No Request for Change shall be effective and binding upon the Parties unless signed by an authorized representative of each Party. (b) If any change included in an approved Request for Change would cause a change in the cost of, or the time required for, the performance of any part of the Work, an equitable adjustment shall be made in the Estimated Shared Company Costs, the Estimated Shared Government Costs, the Estimated Reimbursable Private Conversion Costs (if any), the Estimated Reimbursable Temporary Service Costs (if any), the Estimated Reimbursable Upgrade Costs (if any) and /or the Work Schedule to reflect such change. The Parties shall negotiate in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If the Parties are unable to agree upon the terms of the equitable adjustment, either Party may submit the matter for resolution pursuant to the dispute resolution provisions in Section 10, below. The Work Schedule, the Estimated Shared Company Costs, the Estimated Shared Government Costs, the Estimated Reimbursable Private Conversion Costs, the Estimated Reimbursable Temporary Service Costs and /or the Estimated Reimbursable Upgrade Costs shall be further equitably adjusted from time to time to reflect any change in the costs or time required to perform the Work to the extent such change is caused by: (i) any Force Majeure Event under Section 11, below, (ii) the discovery of any condition within the Conversion Area which affects the scope, cost, (c) Page 5 Tukwila South- Southcenter Parkway Extension Conversion Project schedule or other aspect of the Work and was not known by or disclosed to the affected Party prior to the date of this Agreement, or (iii) any change or inaccuracy in any assumptions regarding the scope, cost, schedule or other aspect of the Work which are expressly identified by the Parties in the Project Plan. Upon the request of either Party, the Parties will negotiate in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If, at any time thereafter, the Parties are unable to agree upon the terms of the equitable adjustment, either Party may submit the matter for resolution pursuant to the dispute resolution provisions in Section 10, below. (d) Notwithstanding any dispute or delay in reaching agreement or arriving at a mutually acceptable equitable adjustment, each Party shall, if requested by the other Party, proceed with the Work in accordance with any approved Request for Change. Any request to proceed hereunder must be accompanied by a written statement setting forth the requesting Party's reasons for rejecting the proposed equitable adjustment of the other Party. 7. Compensation and Payment. (a) Subject to and in accordance with the terms and conditions of this Agreement (including, without limitation, the payment procedures set forth in this Section 7), payment in connection with the Conversion Project and this Agreement shall be as follows: i) The Total Shared Costs shall be allocated to the Parties in the following percentages: (A) sixty percent (60 to the Company, and (B) forty percent (40 to the Government Entity. ii) The Government Entity shall pay one hundred percent (100 of all Reimbursable Private Conversion Costs, if any. iii) The Government Entity shall pay one hundred percent (100 of all Reimbursable Upgrade Costs, if any. iv) The Government Entity shall pay one hundred percent (100 of all Reimbursable Temporary Service Costs, if any. v) The Government Entity shall pay one hundred percent (100 of the costs it incurs to perform that portion of the Government Work specified in Section 3(a)(i) and (ii) (i.e., Trenching and Restoration and surveying). vi) The Company shall pay one hundred percent (100 of the costs it incurs to design, provide and construct any Company Initiated Upgrade. vii) The Company shall pay one hundred percent (100 of the costs it incurs to obtain Operating Rights outside the Public Thoroughfare. (b) Based on the allocation of responsibilities set forth in Section 7(a), above, the Parties shall determine the net amount payable by the Government Entity or the Company, as applicable, to the other Party under this Agreement (the "Net Amount The Net Amount shall be determined by using the amount of the Total Shared Costs allocated to the Government Entity under Section 7(a)(i), and adjusting such amount as follows: i) Subtracting (as a credit to the Government Entity) the amount of the Shared Government Costs. ii) Adding (as a credit to the Company) the amount of all Reimbursable Private Conversion Costs, Reimbursable Upgrade Costs and Reimbursable Temporary Service Costs. iii) Subtracting (as a credit to the Government Entity) any payments previously made to the Company by the Government Entity under the Design Agreement which, under the terms of the Design Agreement, are to be credited to the Government Entity under this Agreement. The Net Amount, as so calculated, (A) will be an amount payable to the Company if it is a positive number, and (B) shall be an amount payable to the Government Entity if it is a negative number. Page 6 Tukwila South- Southcenter Parkway Extension Conversion Project (c) Within sixty (60) business days of completion of the Conversion Project, the Government Entity shall provide the Company with an itemization of the Shared Government Costs (the "Government Itemization together with such documentation and information as the Company may reasonably request to verify the Government Itemization. The Government Itemization shall, at a minimum, break down the Shared Government Costs by the following categories, as applicable: (i) property and related costs incurred and /or paid by the Government Entity, including any costs of obtaining Operating Rights, and (ii) construction costs incurred and /or paid by the Government Entity, including and listing separately inspection, labor, materials and equipment, overhead and all costs charged by any agent, contractor or subcontractor of the Government Entity. (d) Within thirty (30) business days after the Company's receipt of the Government Itemization and requested documentation and information, the Company shall provide the Government Entity a written statement (the "Company Statement showing (i) an itemization of the Shared Company Costs, (ii) the Parties' relative share of the Total Shared Costs based on the Company's itemization of the Shared Company Costs and the Government Entity's itemization of the Shared Government Costs set forth in the Government Itemization, (iii) any Reimbursable Private Conversion Costs, (iv) any Reimbursable Upgrade Costs, (v) any Reimbursable Temporary Service Costs, (vi) any credits to the Government Entity for payments previously made to the Company by the Government Entity under the Design Agreement which, under the terms of the Design Agreement, are to be credited to the Government Entity under this Agreement, and (vii) the Net Amount, as determined in accordance with Section 7(b), above, together with such documentation and information as the Government Entity may reasonably request to verify the Company Statement. The itemization of the Shared Company Costs included in the Company Statement shall, at a minimum, break down the Shared Company Costs by the following categories, as applicable: (i) design and engineering costs, and (ii) construction costs, including and listing separately inspection, labor, materials and equipment, overhead and all costs charged by any agent, contractor or subcontractor of the Company. (e) Within thirty (30) business days after the Government Entity's receipt of the Company Statement and requested documentation and information, the Net Amount shall be paid by the owing Party to the other Party, as specified in the Company Statement. (f) The maximum amount to be paid by the Government Entity is capped at $241,400. 8. Indemnification. (a) The Government Entity releases and shall defend, indemnify and hold the Company harmless from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) caused by or arising out of any negligent act or omission or willful misconduct of the Government Entity in its performance under this Agreement. During the performance of such activities the Government Entity's employees or contractors shall at all times remain employees or contractors, respectively, of the Government Entity. (b) The Company releases and shall defend, indemnify and hold the Government Entity harmless from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) caused by or arising out of any negligent act or omission or willful misconduct of the Company in its performance under this Agreement. During the performance of such activities the Company's employees or contractors shall at all times remain employees or contractors, respectively, of the Company. (c) Solely for purposes of enforcing the indemnification obligations of a Party under this Section 8, each Party expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, and agrees that the obligation to indemnify, defend and hold harmless provided for in this Section 8 extends to any such claim brought against the indemnified Party by or on behalf of any employee of the indemnifying Party. The foregoing waiver shall not in any way Page 7 Tukwila South- Southcenter Parkway Extension Conversion Project preclude the indemnifying Party from raising such immunity as a defense against any claim brought against the indemnifying Party by any of its employees. Conversion of Service to Customers within Conversion Area. (a) Upon commencement of the Work, the Government Entity shall notify all persons and entities within the Conversion Area that service lines to such customers must be converted from overhead to underground service within the applicable statutory period following written notice from the Government Entity that service from underground facilities are available in accordance with RCW 35.96.050. Upon the request of any customer, other than a single family residential customer, within the Conversion Area, the Company shall remove the overhead system and connect such persons' and entities' Underground Service Lines to the Underground Distribution System. (b) The Parties acknowledge that single family residences within the Conversion Area must (i) provide a service trench and conduit, in accordance with the Company's specifications, from the underground meter base to the point of service provided during the conversion, and (ii) pay for the secondary service conductors as defined in Schedule 85 of the Company's Electric Tariff G. The Government Entity shall exercise its authority to order disconnection and removal of overhead facilities with respect to owners failing to convert service lines from overhead to underground within the timelines provided in RCW 35.96.050. 10. Dispute Resolution. (a) Any dispute, disagreement or claim arising out of or concerning this Agreement must first be presented to and considered by the Parties. A Party who wishes dispute resolution shall notify the other Party in writing as to the nature of the dispute. Each Party shall appoint a representative who shall be responsible for representing the Party's interests. The representatives shall exercise good faith efforts to resolve the dispute. Any dispute that is not resolved within ten (10) business days of the date the disagreement was first raised by written notice shall be referred by the Parties' representatives in writing to the senior management of the Parties for resolution. In the event the senior management are unable to resolve the dispute within twenty (20) business days (or such other period as the Parties may agree upon), each Party may pursue resolution of the dispute through other legal means consistent with the terms of this Agreement. All negotiations pursuant to these procedures for the resolution of disputes shall be confidential and shall be treated as compromise and settlement negotiations for purposes of the state and federal rules of evidence. (b) Any claim or dispute arising hereunder which relates to any Request for Change or any equitable adjustment under Section 6, above, or the compensation payable by or to either Party under Section 7, above, and which is not resolved by senior management within the time permitted under Section 10(a), above, shall be resolved by arbitration in Seattle, Washington, under the Construction Industry Arbitration Rules of the American Arbitration Association then in effect. The decision(s) of the arbitrator(s) shall be final, conclusive and binding upon the Parties. All other disputes shall be resolved by litigation in any court or governmental agency, as applicable, having jurisdiction over the Parties and the dispute. (c) in connection with any arbitration under this Section 10, costs of the arbitrator(s), hearing rooms and other common costs shall be divided equally among the Parties. Each Party shall bear the cost and expense of preparing and presenting its own case (including, but not limited to, its own attorneys' fees); provided, that, in any arbitration, the arbitrator(s) may require, as part of his or her decision, reimbursement of all or a portion of the prevailing Party's costs and expenses (including, but not limited to, reasonable attorneys' fees) by the other Party. (d) Unless otherwise agreed by the Parties in writing, the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any dispute. Page 8 Tukwila South- Southcenter Parkway Extension Conversion Project 11. Uncontrollable Forces. In the event that either Party is prevented or delayed in the performance of any of its obligations under this Agreement by reason beyond its reasonable control (a "Force Majeure Event"), then that Party's performance shall be excused during the Force Majeure Event. Force Majeure Events shall include, without limitation, war; civil disturbance; flood, earthquake or other Act of God; storm, earthquake or other condition which necessitates the mobilization of the personnel of a Party or its contractors to restore utility service to customers; laws, regulations, rules or orders of any governmental agency; sabotage; strikes or similar labor disputes involving personnel of a Party, its contractors or a third party; or any failure or delay in the performance by the other Party, or a third party who is not an employee, agent or contractor of the Party claiming a Force Majeure Event, in connection with the Work or this Agreement. Upon removal or termination of the Force Majeure Event, the Party claiming a Force Majeure Event shall promptly perform the affected obligations in an orderly and expedited manner under this Agreement or procure a substitute for such obligation. The Parties shall use all commercially reasonable efforts to eliminate or minimize any delay caused by a Force Majeure Event. 12. Insurance. (a) PSE shall, and shall require each of its contractors to, secure and maintain in force throughout the duration of the Conversion Project (or, if sooner, until termination of this Agreement) comprehensive general liability insurances, with a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per occurrence/ aggregate for property damages, and professional liability insurance in the amount of $1,000,000. (b) The Government Entity shall ensure that each of its contractors performing any Government Work secures and maintains in force throughout the duration of the Conversion Project (or, if sooner, until termination of this Agreement) insurance policies having the same coverage, amounts and limits as specified Section 12(a), above. (c) in lieu of the insurance requirements set forth in Section 12(a), above, the Company may self insure against such risks in such amounts as are consistent with good utility practice. Upon the Government Entity's request, the Company shall provide the Government Entity with reasonable written evidence that the Company is maintaining such self- insurance. 13. Other. (a) Aareement Subiect To Tariff. This Agreement is subject to the General Rules and Provisions set forth in Tariff Schedule 80 of the Company's electrical Tariff G and to Schedule 74 of such Tariff as approved by the Washington Utilities and Transportation Commission and in effect as of the date of this Agreement. (b) Termination. The Government Entity reserves the right to terminate the Conversion Project and this Agreement upon written notice to the Company. In the event that the Government Entity terminates the Conversion Project and this Agreement, the Government Entity shall reimburse the Company for all costs reasonably incurred by the Company in connection with the Work performed prior to the effective date of termination. In such event, the costs reimbursable to the Company (i) shall not be reduced by any Shared Government Costs or other costs incurred by the Government Entity, and (ii) shall be paid within thirty (30) days after the receipt of the Company's invoice therefor. Sections 1, 5, 7, 8, 9, 10, 11 and 13 shall survive any termination of the Conversion Project and /or this Agreement. (c) Facilities Greater Than 15.000 Volts. Nothing in this Agreement shall in any way affect the rights or obligations of the Company under any previous agreements pertaining to the existing or future facilities of greater than 15,000 Volts within the Conversion Area. Page 9 Tukwila South- Southcenter Parkway Extension Conversion Project (d) Compliance With Law. The Parties shall, in performing the Work under this Agreement, comply with all applicable federal, state, and local laws, ordinances, and regulations. (e) No Discrimination. The Company, with regard to the Work performed by the Company under this Agreement, shall comply with all applicable laws relating to discrimination on the basis race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. (f) Independent Contractor. The Company and the Government Entity agree that the Company is an independent contractor with respect to the Work and this Agreement. The Company is acting to preserve and protect its facilities and is not acting for the Government Entity in performing the Work. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the Parties. Neither the Company nor any employee of the Company shall be entitled to any benefits accorded employees of the Government Entity by virtue of the Work or this Agreement. The Government Entity shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Company, or any employee of the Company. Nonwaiver of Riohts or Remedies. No failure or delay of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any other right under this Agreement, and no course of dealing or performance with respect thereto, shall, except to the extent provided in this Agreement, be construed as a waiver or, or choice of, or relinquishment of any right under any provision of this Agreement or any right at law or equity not otherwise provided for herein. The express waiver by either Party of any right or remedy under this Agreement or at law or equity in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. (h) No Third Party Beneficiaries. There are no third -party beneficiaries of this Agreement. Nothing contained in this Agreement is intended to confer any right or interest on anyone other than the Parties, their respective successors, assigns and legal representatives. Governmental Authority. This Agreement is subject to the rules, regulations, orders and other requirements, now or hereafter in effect, of all governmental regulatory authorities and courts having jurisdiction over this Agreement, the Parties or either of them. All laws, ordinances, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental regulatory authorities and courts that are required to be incorporated into agreements of this character are by this reference incorporated in this Agreement. (j) No Partnershio. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties or to impose any partnership obligations or liability upon either Party. Further, neither Party shall have any right, power or authority to enter into any agreement or undertaking for or on behalf of, to act as or be an agent or representative of, or to otherwise bind the other Party. (k) Severabilitv. In the event that any provision of this Agreement or the application of any such provision shall be held invalid as to either Party or any circumstance by any court having jurisdiction, such provision shall remain in force and effect to the maximum extent provided by law, and all other provisions of this Agreement and their application shall not be affected thereby but shall remain in force and effect unless a court or arbitrator holds they are not severable from the invalid provisions. (g) (1) Page 10 Tukwila South- Southcenter Parkway Extension Conversion Project (1) Notice. Any notice under this Agreement shall be in writing and shall be faxed (with a copy followed by mail or hand delivery), delivered in person, or mailed, properly addressed and stamped with the required postage, to the intended recipient as follows: Any Party may change its address specified in this Section 13(1) by giving the other Party notice of such change in accordance with this Section 13(1). (m) Applicable Law. This Agreement shall in all respects be interpreted, construed and enforced in accordance with the laws of the State of Washington (without reference to rules governing conflict of laws), except to the extent such laws may be preempted by the laws of the United States of America. (n) Entire Aareement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and all other agreements and understandings of the Parties, whether written or oral, with respect to the subject matter of this Agreement are hereby superseded in their entireties; provided, however, that except as expressly set forth in this Agreement, nothing herein is intended to or shall alter, amend or supersede the Design Agreement and the same shall remain in full force and effect in accordance with its terms. (o) Successors and Assions. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, purchasers, and transferees of the Parties, including but not limited to, any entity to which the rights or obligations of a Party are assigned, delegated, or transferred in any corporate reorganization, change of organization, or purchase or transfer of assets by or to another corporation, partnership, association, or other business organization or division thereof. Government Entity: Company: BY BY ITS ITS Date Signed Date Signed Approved as to form: If to the Government Entity: If to the Company: Page 11 Tukwila South Southcenter Parkway Extension Conversion Project Citv of Tukwila 6300 Southcenter Blvd Tukwila. WA 98188 Attn: Lisa Verner Fax: 206 431 -3665 Puget Sound Energy, Inc. 6905 SE 228 Street Kent. WA 98032 Attn: Cody Olson Fax: 253 395 -6820 PUGET SOUND ENERGY, INC. PUGET SOUND ENERGY Date: 3/2612010 Project Title: Tukwila South Conversion Project Description: Conversion of the existing overhead didtribution system along Frager Rd from South 180th St approximately Rate Schedule: Project Manager/ Phone Project Engineer/ Phone Municipal Liaison Mgr Phone Project Revision Revision Date: Company Labor Materials Equipment Inspection Service Provider Outside Services Operating Rights Overhead Government Entity Labor Operating Rights Construction Costs Totals" 74 Jose Vega 425 766 -0993 Scott Bostrom 253-606-4552 Cody Olson 206- 992 -3315 105052358 0 Private Shared Costs Conversion Estimate I Estimate 2,000 314,600 3,100 11,000 185,900 80,900 500 Construction Costs Estimate Summary 1,2 594,400 J 3,600 Projected allocation of Estimated Construction Costs at Completion of Construction Work Company I 356,600 I Government Entity 237,800 100% Government Entity Reimbursable Costs Prior Total 100% GE Gov Req Temporary Conv /Reloc Reimbursable Upgrade Services Within 5 Years Costs Estimate I Estimate I Estimate Estimate 1 Notes: Estimate prepared in accordance with Sections 6 11 of Schedule 74 Design Agreement and Section 7 of Schedule 74 Construction Agreement. 2 All amounts shown in this estimate are rounded up to the next $100 Shared Costs are allocated 40% to the Government Entity and 60% to the Company if the Conversion Protect Is completed Total Costs excludes Government Entity costs of trenching, restoration, and surveying 3,600 500 3,600 1 100% PSE Construction Costs Costs Totals Estimate Estimate I 2,000 317,700 11,000 185,900 3 81,400 598,000 1 356,600 241,400 Construction Estimate Printed 3/29/2010 11:13 AM j j Washington State Department of Transportation Supplemental Agreement Number 1 Original Agreement Number 10-038 84 -RW37 Project Number Project Title Organization and Address KBA, Inc. 11000 Main Street Bellevue, WA 98004 Southcenter Parkway Extension 2,523,950.00 Description of Work To provide full Construction Management and Design Support Services to the City of Tukwila. To change the name of the Project from Southcenter Parkway Extension Construction Management Services to Southcenter Parkway Extension Construction Management and Design Support Services. To add subconsultants with the attached Exhibit G, Exhibit G -1 and applicable Exhibit G -3 for each sub. The Local Agency of the City of Tukwila desires to supplement the agreement entered into with KBA, Inc. and executed on 3/12/2010 and identified as Agreement No. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: ZL Section 4 SCOPE OF WORK, is hereby changed to read: 1 1" .1 111 Attachment 7 Phone: 425- 455 -9720 Execution Date Completion Date 3/12/2010 4/1/2012 New Maximum Amount Payable 10-038 11 Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: No chancre Section V, PAYMENT, shall be amended as follows: The total amnnnt aiithnri7.ed to he added to the Agreement via this supplemental is S9,4RR,950 001 as set forth in the attached F,xhihit F, -1 Supplemental No 1 cc cct forth in the ettschcd Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: TCR A INC By: CITY OF TT WWII A 4tZA,\ Consultant Signal rg Approving Authority Signature DOT Form 140 -063 EF Revised 9/2005 Date KBA, Inc. April 1, 2010 EXHIBIT A -1 Supplement 1 SCOPE OF SERVICES Construction Management and Design Support Services Construction Phase for Southcenter Parkway Extension City Project No. 84 -RW37 KBA, Inc. (Consultant), along with subconsultants, Anchor QEA, David Evans Associates, Inc., Envirolssues, Inc., and HWA GeoSciences, will provide Construction Management (CM) services to the City of Tukwila (Client), for the Project known as Southcenter Parkway Extension. These services will include consultation, contract administration, field observation, documentation, and material testing, as required during the construction of the Project, as detailed below. These services are an extension of the Preconstruction Services authorized under the original LAG Agreement. Project Description: Construction of approximately 7,400 linear feet of Southcenter Parkway from S. 180th Street to S. 200th Street and the construction of approximately 3,000 linear feet of new sewer and water from Minkler Boulevard to S 180th Street. Items of work include, but are not limited to, building demolition, grading, paving, HMA overlay, curb, gutter, sidewalks, storm drain system, sewer system, sewer lift station, water system, signals, illumination, landscaping, irrigation, retaining walls, and other work. I. CONSTRUCTION MANAGEMENT SERVICES A. Project Management 1. Continue to provide overall project management, coordination with the Client, monthly progress reports, and invoicing, in accordance with the original scope. B. Preconstruction Services 8. The original Task B.8, Establish Field Office, is revised to read: Establish Field Office, including securing lease for the entire duration of the construction project, plus closeout; computer server, and ancillary equipment and cabling; phones; furniture and other office equipment; copier /scanner; and other items needed for these; and all necessary utilities. The Contractor will provide equipment, at no cost to Consultant, as listed in Addendum 4 of the Bid Documents, including but not limited to 4 laptop computers, color printer, 3 digital cameras, as described in Addendum 4. 9. The original Task B.9, Document Control, is supplemented with the following: The following number of SharePoint seat licenses will be provided: Client: 4 Contractor: 3 Designer: 3 Other (TBD): 1 Total: 11 5: 1P rq ec6lContrac151Cberg1Tukwna110005 SoulhcenlerParkwayEMDrafis6 NegobabonRecordsvn .houseDrefiauppl FuNCMIEx A- 1- Scope(FWAL)SCPN! 2010401AOtx 1 of 7 KBA, Inc. April 1, 2010 10. The original Task B.10, Public Outreach, is revised to read: Public Outreach. Assist the Client in developing a public outreach plan and materials: a. Prepare a Public Outreach Plan outlining communication and roles, protocols and responsibilities. Define communication avenues and media relations. This document to be prepared by Envirolssues, Inc. (Subconsultant to KBA). b. Groundbreaking and Ribbon Cutting. Assist the Client in the planning and execution of a groundbreaking and ribbon cutting event. Client to provide all facilities (chairs, public address system, food, tents, etc.) for the event. Consultant to provide souvenir(s) for the ground breaking ceremony. c. Construction business cards. Envirolssues, Inc. will develop business cards with project website address and hotline number. The Client will provide the website address. Business cards will be used to hand out to property owners, tenants, and other stakeholders. C. Construction Services Contract Administration New Task 1. Liaison with the Client, construction contractor, designer, appropriate agencies, property owners, and utilities. 2. Provide the Client with brief monthly construction progress reports, highlighting progress and advising of issues which are likely to impact cost, schedule, or quality /scope. 3. Schedule Review. a. Review construction contractor's schedule and updates for compliance with Contract Documents. b. Monitor the construction contractor's conformance to schedule and require revised schedules when needed. Advise Client of schedule changes as part of monthly construction progress report. c. Verify as -built schedule, using information from daily construction reports and other information. 4. Progress meetings. Lead regular (usually weekly) progress meetings with the construction contractor, including Client pre- briefing, and prepare weekly meeting agenda and meeting notes, and distribute copies to attendees. Track outstanding issues on a weekly basis. 5. Update CM Plan as needed to reflect changes in policy and /or procedure that occur during the Project, and orient CM Team to the changes. 6. Manage Submittal Process. Track and review, or cause to be reviewed by other appropriate party, work plans, shop drawings, samples, test reports, and other data submitted by the construction contractor, for general conformance to the Contract Documents. 7. Record of Materials. Provide Record of Materials indicating anticipated material approvals, material compliance documentation, and materials testing requirements. Maintain records of material compliance documentation received, and advise of any known deficiencies. Initial Record of Materials to be provided by WSDOT, through the Client. 8. Manage RFI (request for information) process. Track and review /evaluate, or cause to be reviewed and /or evaluated by other appropriate party, RFIs. Manage responses to RFIs. 9. Change Management. Evaluate entitlement, and prepare scope, impact, and independent estimate for change orders. Facilitate resolution of change orders. 10. Monthly Pay Requests. Prepare monthly requests for payment and /or review payment requests submitted by the construction contractor. Review with Client and construction contractor, and recommend approval, as appropriate. This project utilizes unit price as well S: 10005_ Soulncente rParkwayExnDretlsBNegotaltonRemrasllo-MuseDrsM1 SISuppt FuIICM1Ez A- 1- Scope(FINAL)SCPN! 201040140. 2 of 7 KBA, Inc. April 1, 2010 as cost loaded items. A resource loaded schedule will be provided to support the monthly pay request. 11. Assist the Client in preparation of applications for the following permits which are deemed necessary for construction and which were not obtained during the design phase of the Project. 12. Assist the Client in the investigation of malfunctions or failures during construction. 13. Public Outreach. a. One -on -one property owner contact to be performed jointly by the Consultant and the Client. The Consultant will generate a matrix of property owner issues. b. Provide information for Client to prepare media communications and public notices on Project status. Provide information for Client's inclusion into a Project website and /or newsletters. Client to provide web design and hosting services. c. Construction Hotline. Provide and maintain project hotline during the course of construction. Envirolssues, Inc. will setup and monitor a construction hotline, log calls, maintain a communication log, and coordinate with the Consultant to provide responses. 14. Record drawing review. Review not less than monthly, the construction contractor's redline set of contract plans. Maintain a CM Team set of conformed drawings, tracking plan changes, location of discovered anomalies, and other items, as encountered by the CM team. Use these markups to check the progress of the Contractor prepared Record Drawings. 15. Document Control. Collect, organize, and prepare documentation on the Project. One hard copy of files will be kept in the project field office. 16. Operations and Maintenance (O &M) Manual. Provide O &M Manuals to the Client for the sanitary sewer lift station and irrigation system. 17. Project Closeout. Prepare Certificates of Substantial (including punch list), Physical, and Final Completion. Prepare final pay estimate. 18. Final Records. Compile and convey final project records, transferring to the Client for archiving at final acceptance of the Project. Records will consist of hard copy originals, and electronic records on CD /DVD. Deliverables Monthly Construction Progress Reports Schedule review comments Meeting agendas and notes Submittal log Record of Materials RFI log Change Order(s) Progress pay requests Public outreach plan Operations and Maintenance Manuals for lift station Certificates of Completion and punch list(s) Final records hard copy and electronic Access to SharePoint document control system up D. Construction Services Field New Task 1. Observe the technical conduct of the construction, including providing day -to -day contact with the construction contractor, Client, utilities, and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance SAPrryede4. .............enigukvdla110005 SoulhcemerParkwayEzMrotts8NegobalwnRecordsUr- MUSeDraris1SuPDLFulICM \Ex_A- 1- Scope(FINAL)SCM' 2010401docx and irrigation system to 11 seat licenses 3 of 7 KBA, Inc. April 1, 2010 with Sections 1 -05.1 and 1 -05.2 of the Standard Specifications. Note: Consultant shall breakout the billing costs for CM, design, and related services for the Highline Water Reimbursement separately in each monthly invoice. 2. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the Client of any non conforming work observed during site visits. 3. Prepare daily construction reports, recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. 4. Interpret Contract Documents, in coordination with Designer. 5. Decide questions which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. 6. Establish communications with adjacent property owners. Respond to questions from property owners and the general public. 7. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. 8. Perform general observation of Southcenter Parkway Extension project work to be performed by others for compliance with permit requirements. Provide weekly report of TESC and other permit requirements to Client. 9. Prepare field records and documents to help assure the Project is administered in accordance with funding agency requirements. 10. Attend and actively participate in regular on -site meetings. 11. Take periodic digital photographs during the course of construction. All necessary photographs to be labeled and organized as detailed in the CM Plan. 12. Punch list. Upon substantial completion of work, coordinate with the Client and affected agencies, to prepare a 'punch list' of items to be completed or corrected. Coordinate final inspection with those agencies. Follow up on outstanding punch list work. 13. Materials Testing. Conduct or cause to be conducted, materials and laboratory tests. Coordinate the work of the Field Representative(s) and testing laboratories in the observation and testing of materials used in the construction; document and evaluate results of testing; and inform Client and construction contractor of deficiencies. Deliverables Daily Construction Reports with project photos submitted on a weekly basis Weekly TESC Permit Reports Punch List, Certificate of Substantial Completion Test reports E. Assumptions The following Assumptions are added to this Agreement. The Assumptions listed in part I.0 of the original Agreement will continue to apply, as well, except as revised below. 1. Budget a. Revise Assumption C.1.c in the original agreement to say costs are based on an 18- month lease (rather than 20 -month lease) b. A certain amount of overtime has been figured into the budget to use, if needed, during peak construction activities. S1Propcts1Contracls lCNMtlhkwaa110005 SanhcenlerParkwayEADratlsB NegolialwnRecordsu nhouseDralisISuppt FuIICM1Ex _A- t- Scope(FINAL(SCPW_2010d01 docx 4 of 7 KBA, Inc. April 1, 2010 c. The work is anticipated to be performed during daytime hours. Should night work be necessary, a 15 percent premium for labor will be applied to all hours that Consultant employees work between 7 pm and 7 am. d. Consultant services are budgeted from March 1. 2010 through December 31. 2011, and the budget is based on a 550 calendar day construction contract, plus time allotted for project setup and closeout. Should further services and /or additional level of effort be required, or should the construction contract run longer than this time period, the Client and Consultant will negotiate a supplement to this Agreement. e. Consultant will invoice, and be reimbursed as a direct cost under Exhibit D -2. Payment (Cost Plus a Fixed Fee). Section A.3, State and Local B &O taxes as assessed to KBA for the total amount of the budget paid to Subconsultants, This amount will be calculated at Consultant's B &O tax rate assessed at the time services are performed (currently 1.517952 as a percentage of the total Subconsultant charges billed in each invoice. 2. Items and Services Client will provide: a. Revise Assumption C.2.a in the original agreement to add that Client will also provide meeting arrangements and facilities for groundbreaking and ribbon cutting event. 3. Scope a. Revise Assumption C.3.e in the original agreement to read: Notwithstanding the fact that the Designer of Record (DEA) is a subconsultant to Consultant under this Agreement, Consultant is not responsible for any costs, claims, or judgments arising from or in any way connected with errors, omissions, conflicts or ambiguities in the Contract Documents prepared by others, including DEA. The Consultant does not have responsibility for the professional quality or technical adequacy or accuracy of the design plans or specifications, nor for their timely completion by others. b. Consultant will provide observation services for the days /hours that their Inspector(s) personnel is /are on -site. The Inspector(s) will not be able to observe or report construction activities, or collect documentation, during the time they are not on -site. c. The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not they are performing the work in accordance with the Contract Documents; in case of noncompliance, Consultant will reject non conforming work, and pursue the other remedies in the interests of the Client, as detailed in the Contract Documents. The Consultant cannot guarantee the construction contractor's performance, and it is understood that Consultant shall assume no responsibility for: proper construction means, methods, techniques; project site safety, safety precautions or programs; or for the failure of any other entity to perform its work in accordance with laws, contracts, regulations, or Client's expectations. d. Definitions and Roles. The use of the term "inspect" is synonymous with "construction observation, and reference to the "Inspector" role is synonymous with "Field Representative and means: performing on -site observations of the progress and quality of the work and determining, in general, if the work is being performed in conformance with the Contract Documents; and notifying the Client if, in their opinion, work does not conform to the Contract Documents or requires special inspection or testing. Where "Specialty Inspector" or "specialty inspection" is used, it refers to the detailed inspection and sign -off required by codes and regulations, such as electrical or welding inspection. e. Because of the prior use of the Project site, there is a possibility of the presence of toxic or hazardous materials. Consultant shall have no responsibility for the discovery, presence, handling, removal or disposal of toxic or hazardous materials, or for exposure of persons to toxic or hazardous materials, in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic 51ProfedsM. arttr actsICIMIITUkrola110005_ 81MhcenterParkwayEatl DratlsB NegoWUO "RecordsUn.tpuseDraXSlSuppl FulICM12 A- 1-Smpe(FINAL)SCPW_1010001docx 5 of 7 KBA, Inc. April 1, 2010 substances. If the Consultant suspects the presence of hazardous materials, they will notify the Client immediately for resolution. II. DESIGN SUPPORT DURING CONSTRUCTION Design support during construction is separate from Construction Management services, and will be shown separately on monthly invoices. The intent of this work will be to provide traditional support services for the Engineer of Record during the Construction phase. A. Design Support During Construction New Task David Evans Associates, Inc. (DEA) will provide support services for the Project, if and when requested by the Consultant. Some services listed below may be provided by subconsultants working under the direction of DEA. These services include: 1. Provide monthly invoices and progress reports. 2. Attend weekly coordination meetings during construction period, as requested. 3. Assist in interpretation of the Contract Documents. 4. Review contractor submittals. 5. Provide response to contractor Requests for Information (RFI). 6. Review Change Order Proposals. 7. Collect Record Drawing markups from Contractor and Consultant, review for completeness, and prepare record drawings. 8. Provide geotechnical support during construction, which will include: a. Response to RFIs b. Observe roadway and culvert subgrade, embankment construction, on an on -call basis c. Review settlement readings on a weekly basis d. Review dewatering design and monitoring for utility construction e. Review shoring design 9. Survey Volume Checks for pre Sub Grade and Post Subgrade. DEA will provide the necessary professional surveying services to perform the field and office survey necessary to prepare excavation volume calculations for pre sub grade excavations and sub grade fill. DEA will use RVS as a means to collect data for the purpose of verifying volume quantities for the new Southcenter Parkway Extension from S. 180th Street to S. 200th Street. 10. Survey Quality Control. DEA will provide necessary professional surveying services to perform the field and office surveying necessary to verify construction activities during the course of the Project. Deliverables include: 1 Copy of 22 "x34" signed mylar record drawings Electronic copy of record drawings in PDF format Survey data to demonstrate the volume of excavation and embankment S1Pa rds1ConlracIsIDentlTUkwrW110005 SaulncenlerParkwayEatlbralls& Negohaaonkecordsun- nouseD2M1s \Suppl FWCMIEZ A.1- Scape(FINAL)SCPW_2010001 do 6 of 7 KBA, inc. April 1, 2010 Iii. OPTIONAL SERVICES All services not detailed above, are considered Optional Services, which, along with any other Extra Work requested by the Client, will be performed only when a mutually negotiated Supplement to this Agreement is executed, specifying scope of services and budget. Potential Optional Services include: A. Re- staking and/or changes to the one -time control and construction staking, as design changes or stakes or monuments are interfered with by construction contractor. B. Prepare record of survey and right of way plans. DEA to perform the necessary professional surveying services to perform the field and office survey necessary to perform the following tasks: 1. Re- establish horizontal control to perform as- constructed survey of the centerline alignment of the roadway improvements. 2. Set PK nail, straddles, and punch center of monument at each Right -of -Way centerline alignment PC, PT, and roadway intersection(s). 3. Prepare a Record of Survey for the centerline alignment and record of monuments for the Southcenter Parkway Extension project. 4. Prepare a base map and final Right -of -Way plan set, according to WSDOT standards. C. Public Involvement support: 1. Coordinate media releases and traffic advisory updates. 2. Develop and maintain Project website, updating Project progress monthly. 3. Provide periodic notification newsletters to affected property owners on upcoming work, and include contact numbers. D. Provide additional seat licenses) to the SharePoint Document Control system, at a rate of $150 per seat license. E. Provide material, including souvenir item(s), for ground breaking and ribbon cutting events. S1PrgedslConbads1ChentlTukwiIM10005 SouthcenlerParkwayEatlDraksB NegohebcnRecordslln .houseDraftslSuppl FuNCM1Ew_ A- t- Smpe(FINAL)SCPW_2010d01EOCx 7 of 7 Direct Salary Cost Overhead (Including Payroll Additives) Direct Non Salary Costs Subconsultants B &O Tax Fixed Fee Total 1 Original Contract Amount Supplemental No. 1 Amount New Maximum Amount Payable: 1 DEA Design Support 1 Effective CM Services Fee Exhibit E -1, Supplemental No. 1 Summary of Payments CPFF Basic Agreement $13,149.10 $17,556.68 349.49 0.00 3,944.73 $35,000.00 35,000.00 $2,488,950.00 $2,523,950.00 215,200.00 $2,308,750.00 Supplement #1 590,175.02 788,001.69 109,439.29 824,281.50 177,052.51 $2,488,950.00 Total 603, 324.12 805,558.37 109,788.78 824,281.50 180,997.24 $2,523,950.00 S: 4Protects1Contracts4Cdenf\ Tukwila110005 _SouthcenterParkwayExt\ Drafts& NegotiationRecords \In- houseDrafts \Supp1_ FulICM\ Ex_ E1- SummaryOfPymts_20100401.doc of 4 PROJECT: Southcenter Parkway Extension DIRECT SALARY COST (DSC): 2010 Classification Est. Hours Est. Rates Est. Cost Project Manager 388 x $69.50 26,966.00 Project Advisor (RRT) 10 x $77.00 770.00 Resident Engineer 1,709 x $40.00 68,360.00 Assistant Resident Engineer 1,498 x $42.70 63,964.60 Office Engineer 1,382 x $31.30 43,256.60 Inspector 1,426 x $35.00 49,910.00 Inspector 0 x $35.00 Document Controls 320 x $26.00 8,320.00 Scheduler 160 x $76.50 12,240.00 Contract Specialist 9 x $34.00 306.00 TOTAL 2010 DSC 6,902 2011 Classification Project Manager 378 x $72.98 27,586.44 Project Advisor (RRT) 10 x $80.85 808.50 Resident Engineer 2,136 x $42.00 89,712.00 Assistant Resident Engineer 1,814 x $44.84 81,339.76 Office Engineer 1,891 x $32.87 62,157.17 Inspector 1,121 x $36.75 41,196.75 Inspector 0 x $36.75 Document Controls 0 x $27.30 Scheduler 160 x $80.33 12,852.80 Contract Specialist 12 x $35.70 428.40 TOTAL 2011 DSC 7,522 TOTAL DSC (2010 to 2011) OVERHEAD (OH COST including Salary Additives) DSC x OH of FIXED FEE (FF): DSC (only) x FF Rate of REIMBURSABLES: Vehicles, Mileage, Reproduction, Postage, Misc. EXHIBIT E -1, Supplemental No. 1 CONSULTANT FEE DETERMINATION SUMMARY SHEET (COST PLUS FIXED FEE) KBA PROJECT #10005 Fee Determination Summary Sheet Southcenter Parkway Extension 14,424 590,175.02 133.52% x 590,175.02 788,001.69 30.0% x 590,175.02 177,052.51 S:\ Projects\ Contracts \Client\ Tukwila 110005_SouthcenterParkwayExt\ Drafts& NegotiationRecords \In.houseDrafts \S upp l_FuIICM \Ex_E- 1_FeeS ummary(FINAL)20100401.xIsx 274,093.20 316,081.82 109,439.29 SUBCONSULTANT COSTS (See Exhibit G) Anchor QEA DEA, Inc. DEA CM Services DEA Design Support Envirolssues HWA GeoSciences State B &O Tax on Subconsultants 1.5 Subconsultant Total GRAND TOTAL Supplement 1 Original Contract Amount Total Contract Amount Design Support Services During Construction Effective Construction Management Amount Total Contract PREPARED BY: Mike Roberts, P.E. Date: April 1, 2010 111,300.00 215,200.00 Fee Determination Summary Sheet Southcenter Parkway Extension 359,600.00 326,500.00 20,000.00 106,000.00 12,181.50 S: \Projects\ Contracts\ Client\ Tukwila110005 _SouthcenterParkwayExt\ Drafts& NegotiationRecords \In- houseDrafts \Supp1 _FuIICM \Ex_E- 1_FeeSummary(FINAL)20100401.x1sx 824,281.50 $2,488,950.00 35,000.00 $2,523,950.00 215,200.00 $2,308,750.00 KBA LABOR HOURS Ohecl Salary Cosh Overhead 9vNAal Fd6d Fee on DSC Dllect CO510- NO BMW Suheonsu0An15 •050 Tel Management Reserve (TOTAL ESTIMATED COSTS r nal C0nfacl Amount ernental NO.1 Amaral Maximum Amount 07920141. 506 -DBSg0 507506 EB14491 CM SMsieoo FN P6E00NSTNUCRON 5 2,188,950,00 5 1522101 101,197.52 145126.65 154,22495 155,11617 141,111.21 117,71015 111,070.43 117,234,71 35,00000 1481,950.00 257325000 215,20000+ 2,205,750001 Project Name: Southcenter Parkway Extension CM and Design Support Services KBA Project No. 10005 Budget Estimate Supp. No. 1 70147 Mr 4 0 U. .Mn Al Aug 580 00 Nov Dec Totals Jan Feb Mr Apr 7766 Hours 2010 2010 2010 2010 3010 2110 2010 2076 2010 2010 1 3010 1011 2017 2011 2011 7 70,40 ?214509er 76600 8,00 52,00 4500 4500 3200 3100 3300 3200 3200 3200 118.00 3200 3200 3700 3700 Prided Advlsor)RRT) 20 00 200 200 2.00 200 200 1000 200 200 Resident Engineer 3,84500 4500 19500 18800 18000 79700 78800 15800 20400 15500 18300 1.50900 17800 17100 19400 18500 Asshlant Re5de71 Engineer 3,31200 4000 15200 18000 197.00 780.00 18600 20400 15800 18300 1,198,00 17600 17300 79400 70500 Olke Engineer 3.27300 610 4000 15200 16800 17620 16800 16600 18400 14400 77600 7,38200 76800 16000 17600 16800 Inspector 2,547,00 120 00 16600 197,00 78600 15800 20400 15800 16100 642600 17100 17300 19400 10500 Inspector DnWmenlCOntmN 320 00 8000 8000 5000 0000 32000 ontd1M 320,00 C0ntracl51te016Dd 2700 100 7 32000 2400 2400 1600 1600 1600 7600 16,00 1600 1800 160,00 1600 1600 1600 1600 16,00 1600 1600 16 1600 1600 16000 31000 1.00 7.00 100 100 100 1,00 10D 100 900 100 100 100 100 100 1.00 100 600 1.00 100 100 700 12,00 2110 T58110 14,424.00 6400 471.00 74600 17105 09600 75080 751.20 147.00 117.00 016.04 120200 751.00 110.00 10100 77400 107.00 81800 619.00 59500 59100 511.00 32000 107.00 3,62110„ 7441144 I COST OF DIRECT EXPENSES M Total Mr Apr May Jul Aup Sep Od Nor Dec T ook Jan Feb Ma Apr 144 Jun Jul Aup Sep Od N D ec r Totals T,} Told al 105470 2010 7010 2010 1010 2010 7010 10 20 7070 201 1 2010 I 2011 2011 2011 7011 2011 2011 1011 2011 2017 2011 2011 2011 1 7011 I Indirect 2011 a 35,10000 670000 1,70000 7.70000 1,700 00 1,70500 1,700 00 6700 00 670000 7,70000 15,30000 6700.00 1.70000 1.70000 1.700 00 1.70000 1,700.00 1,700,00 1.70000 1,700 00 110000 1.70000 670000 20,40000 35,700 00 VebkM 41,100 00 90000 3,70000 2.10000 2,70000 1,70000 2.700 DD 7.700 00 1700 00 2700.00 22,30000 2.700,00 2.70000 2.70000 270000 270000 270000 1,00000 6500 00 160010 1,100,00 92000 90000 24.60000 47,100 00! urnit e FumlNm MabTZaltonNemo010ie 2.95000 100 00 15000 7500D 15000 15000 15000 15000 15000 15000 1,30000 15008 15000 15000 75000 15000 15600 15100 15000 15100 15000 10000 5000 1.65000. 2,95000 17.34010 634010 5.00000 600000 1234510 PIMerSCOper/00100e9 0,40000 400 00 40000 400 00 40000 40000 40000 40000 40000 40000 160000 40000 47000 40000 400 00 400 13,310101 00 /9000 40000 10000 40000 40000 10000 10000 1,800.00 8,400 00. Public Outreach 70815545 1,00011 600000 7.000 00 Supp6e5707p4450o51age 1,94919 5000 10000 70000 10000 10000 10000 100 00 10000 10000 850.00 100 00 10000 700 00 10000 100,00 10000 10000 10000 100 00 10000 5000 4919 609915 1,94919 art* II 109,439.29 6145.10 615000 1,05100 5,05000 9,00000 5,050.0 6000 00 5,05000 6050 0D 1050 50 1 54090101 603015 005000 5.01010 5.05800 6,05000 5.050.00 4,150.00 6,15000 4.15010 3.55000 3,150.50 3,319.191 82,549.101 109,459,79' I COST OF SUBCONSULTANTS 1 Total Mar AM Map Am Jul Aug 500 00 Nov DK 7,YN Jan Feb Mar AP Mry Jun Al Aug Sep Od PR Dec ag Su910nsUAalt.NO 10 1 Indeed 1 5010 7010 2070 2010 7010 2010 2010 1010 2016 3010 1 7010 I 2011 2011 2011 2011 2011 7017 2071 2011 2011 2011 2011 2017 1 T 2011 s 1 Subs TMaI 1q C .0061,010E5 359,60000 7.162 22,029 22,029 32,968 22,055 22.029 23.695 18.897 21.607 18234676 20,985 20,463 22.655 21.715 21.715 22,966 22,855 22,029 1.354 514 177.25324 355,600 00 080010 Evan 6 5500981e 326,50000 2,671 13.537 28.712 27,114 28.129 21247 13,030 37,786 16,606 11884 22071011 5.639 10,650 10,662 8,988 9.487 5,392 6209 6.903 7,896 7,363 8104 17,199 105,78989 326500 00 Emlmksues 20.000 00 10.000 2.50D 1,000 500 500 500 500 7,000 18.50000 500 500 500 2,000 3,50010 2430300 HWA a.... 106,00000 5.000 8.090 1,000 5600 7,000 5,000 5.000 5,000 5.000 56,00000 3,000 3,000 5,00D 5,000 5.000 5.030 0200 2000 5.000 3,061 50.000,00 106,00000 860 Tae on 0405000001an10 IT 15 12,16150 4007 53540 915,61 57213 89396 80663 75538 1.00476 61255 600 7,133 45186 57926 55226 57556 54303 50040 566,46 55797 51353 19117 13057 257,90 5.04515 10187,50 TONII 824,231,501 2,71258 16,221.44 62159.47 69,014.22 60,400.57 51512.10 51,117.19 6291194 4112551 44071.45, /02800227 30,576.10 15,13648 39.111.32 34,255.20 06745.22 31000.63 11.31071 37,410.06 14.40569 13,07011 0,135,05 57,106.70 746597265 124,211.501 I COMBINED COST CURVE 1 1109 I 7,19 Mr AT MAY Jun Jul Aug Sep Ocl 810. Dec Toth Jan Fab Mar Apr Mry Jun JW Aug Sep Od Nov Dec Totals a TAB Cost 2010 1010 2010 2010 2010 7510 2010 2370 2010 2012 2010 2011 2017 2011 20tt 2011 2011 2071 2011 2011 2011 2011 2011 I 2071 Cost 1 manager 51,55740 55600 6,394 3,33600 3 336 00 2,72400 2.72400 2,27400 2.27400 2.22400 2,22400 76.066,00 2,33536 2.33538 2,33536 2,33036 2.33536 2.33536 2.33536 2.33536 2.17536 2,33536 2,33536 669740 27,586 44 54552 P10100161 Advisor r (MIT) 1,5]850 15400 15400 15400 15400 15400 770,00 751 761 107 >0 101,70 18170 500.55 1,57550 Resident Engdcr 158,072 1,600.00 7,80000 6,720 00 7,520 00 7,50000 7,52000 7,520 00 6.10000 6,32000 7,32000 68,36000 7,47600 7.26600 0.74500 7.77000 8.14800 5.214 027400 7,09600 7,89500 8.1900D 601400 3,36000 89,77205 15607200 A55000n1 Resident Engineer 145,30436 1,70800 6.490,40 5,027,00 414190 402760 8.05700 471070 674660 761410 63,96460 7,981.52 7.75732 8.69896 419540 6.69596 053310 603348 4429 3.42992 0587 1.79330 64.310 761 145,304,31 07765 E70479e7 10541377 10700 125200 4,15760 5,25840 5,508 60 5.25646 5,25845 5.75926 4.507,20 5,00880 4325660 5,532,16 5.25920 5.78512 5,52216 5,70512 5.78512 5,78512 5,52210 5.52216 6,40965 2,62950 7,62960 61157,17 10541377 Inspector 91,10875 420000 6.58000 6,59500 6.55000 6550 00 7,14000 5.53000 640500 4651000 6541,50 6357,75 6129,50 475875 7,129.50 7.23975 4679575. 91,10875 l0.15670 Document Controls 6.37003 7.08000 7,000 00 7,05000 7,08000 8,32000 1,32000 Scheduler 25,092 1,53600 603500 1,22100 1.22400 7,224 00 1,224400 1.22400 1,724 1.224 1274000 1.28528 1.28528 175528 128528 1.20518 7.28528 625578 1,18528 1.28528 110526 12,05280, 25,002 00596610701101151 73440 0400 34 CO 340D 3400 3400 3400 3400 3400 3400 30600 3570 3570 3570 3570 3570 35.70 3570 35 TO 3570 3570 3570 35,70 42840 73440 590,17502 234350 21,25800 29.454,00 34,214 00 34,20770 31,022,00 30.86000 33.40600 20,56550 3060380 274,093 37.177,52 30,45831 33.477.92 3220435 3U1792 33.950 26.54894 25.66612 25.50442 22.004 99 13.00826 7, 821.18 31605182' 59017502 788,007691 1129 26.31368 39.32690 45,60753 45,11005 41.42057 4621495 4400369 35,497 40,96914 36596524 4162022 10,66794 44,61961 42,99015 44.01961 45,33056 35,44814 3426940 3105350 29.38093 18.438 10 515501 41207245 788,001 fig 6170176 541324 40641 66,78008 79.896 7990856 72447 1208295 74009 62,08316 71.65304 640.06244 72,80574 71,12625 74037.53 75 203 60 78.03753 792180 61,99708 59,93552 59.55792 51,38502 3124505 15,50135 73821427 6375176,71 17765251 70114 637740 8,03520 10,26470 10.27731 9.30860 976040 10.02180 7.97574 9.20517 8212795 9,35316 9.13749 10.02578 966131 10.02570 10,18512 7.95168 7,69904 7,65733 660147 4,142,48 277663 94,83455 17205251 109,43979 634010 515000 5.05000 505000 5.05000 525000 005000 505000 505000 505000 56,890 5,06000 605000 5.05000 605000 5,05400 5,05000 4,15000 475000 4,750.00 7.55000 115000 729919 52,54919 10943929 824,28150 0711,56 36,215 62,15947 5901122 60.49097 54,50210 51,31719 6690894 42,11588 46.07145 452690,21 34576,16 35,13649 39,39932 3623926 3674122 33860 63 3433071 37.46506 1445569 13,07097 8,83605 17456 34759128 814201,50 Mry 2011 3200 19400 19400 77600 79200 CPFF 5 1 Pro7 ecU w44.11000.5_SOUI 416..0 erParin. yEsnOralle8NegoisoonRacordslM- houseDreNSlSvppl_FulICM1Es_E -1 NuJ9N(FINALL 20IMOf 4041. nate 014014,1 April 7010 Prepared by Mike Roberts 11, 2011 3200 200 197.00 197.00 17600 197,00 414 Aug 2011 2011 32.00 3200 200 197.00' 78620 19700 18800 17600 16800 EXHIBIT E -1 Supplemental No. 1 CLOS OUT Sep 0.1 Nov Dec Totsla TA11 2011 2011 2011 2571 2011 4404018 32.00 3100 7200 26.00 37800 76600 220 10.03 2000 78100 19500 16700 0000 2,13603 3.845,00 18800 00.00 40 111410 3,31200 16900 19500 0000 8010 1.89100 3.17300 112100 2,547.00 111,979.16 1,207,170.77 117,715.11 120,450.23 792.512.22 126154.16 129,151.12 124371.70 71242.48 109,27042 15,171.94 71,101.21 41,172.51 41,424,06 1,227,079.217 2,418,15001 7456 4 of 4 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Environmental, Public Relations, Materials Testing, and Design. DOT Form 140 -089 EF Exhibit G Revised 6105 EDFF 0.56 %lparce March 21, 2010 Project Name: Southcenter Parkway Extension CM and Design Support Services KBA Project No. 10005 Budget Estimate for Anchor QEA .6620 1 pe-<P 6 N07p I EXHIBIT G -1 Anchor GEA 1 0125040531 I 116* I 3610 2011 nl ]0(.6511 1021 14r N 7.0 2" 00 24 04 2011 a.0 5 10 k1 I I I I i4: SIM I 964 IE I SI I 7010 I ]010 2010 2070 3610 710 2010 701 2010 3610 2220 I 3614 All 30 1011 ]011 2011 7011 20 11 2011 4011 202 3011 3011 a NMFM004R1n50 Se31 6632 6632 7200 0 102 100 240 70 304 402 104 1" x02 400 400 402 400 400 440 400 400 200 100 011 3420 Ati No 1202 541 3553 3553 3533 302703 16102 14100 25400 102 11301 15400 17400 1700 1% 02 19400 15500 11500 13102 1417 00 305203 5463 Enp1070550 2377 2777 2777 11105 602 602 102 100 6' 400 402 255 102 7702 07000..021 1924 1931 1931 3100 400 2" 200 202 2 02 403 200 700 200 1100 200 202 040 3 00 300 700 200 200 600 119214 I I 1 1 1.257021 0200 "3" 202' 11100 25202 3 219" 17700 151001 1.66400 11102 157" 20002 11900 161" 211701 201" 201% 1000 100 I 1622021 1 1 5251'1 1 COST OF MELT EXPENSES I I 1 I I •M 170" 71 707 0 Alp 4 56 Sq 011 x 5. Wx 3611 01 36,1 y 1.0 a1 x y T 44 I y1tt1 0510 0 10170 20 2010 Alp AID I All 2020 All 4011 711 fill 3611 All I 3011 I 361} I All 0 ra 6500 2500 ,220 050 050 050 9.11600 53400 55055 634 00 51400 52400 51200 536 00 525' 221" 52502 MOO 52500 51102 51103 410 00 11012 Car 3,13500 5600 20000 20000 20000 20000 20002 20000 20255 200" 020' 20000 20000 200 DO 210. %000 120" 71' 14427"44 1.65941 1494 10000 10002 10000 10000 100 00 12000 1W' 10204 %942 100 00 10030 102" 100 00 100" 10000 100" 340 100" 1 521 170.3 I 1 11.500 111 7534 10190 92900 51940 139.44 221" 13102 926" nobl 11%211 00000 21100 040' 92100 91000 0,500 029" 4092 20500 1 7501051 1 74 5'111 COreerE000Sr CURVE I Ar I Alp I 2010 30 11) 701::2„ 111E121ES11 1402 0' 2 0 a an 81 44 20 51 0 00 x 04 1004 111 7 110 0 4+ w0 0ry I 921320 1 7V :0 17 I 0 1123 240. Rxe 4 220 I 7510 4010 7010 7010 2010 710 71 I 3610 I 711 2013 r1 1 1 1 1 7 2011 3611 20 w 03514 3 0 0 4 4 7 5 0 6532 6532 6532 1,91901 13 21 71 72121 7370 72521 37121 ]1320 273]1 27321 27136 2451 57 773 22 27322 72121 14321 21] 26 221]1 21371 116 64 7011 3621 .212 360 u 1, 546151gr631n50 3771 1771 27 3.9%66 3624 72210 17)10 17110 72415 2716 22216 1 %511 212 22216 222 22410 n211 22216 21216 1 1991% 51a53Fr197R19Mk1 3553 3533 3553 10790/61 1.611 6.954 1270% 667910 714 14 5,31171 5.50759 51.71620 132550 619212 6 }7105 0,512 6922 11 60. 1931 1921 1931 1 65416 344 344 M4 564 144 314 364 3412 344 34 34 4 51 344 M4 364 364 104 v4 14 4 !3 7116 192 65116 033.S.... 033.S.... 5r116Y 16]16! 16126x1 171707 47 77056 4.21356 753137 1,211% 1,713 0 .2 5514 50 113% 509. I 53%1311 1 10 0. 912902 0017» x577 011 97 47121 1 29 22 3 57 531 20% 52111 156 it 11 1755 1 1 9• r9 r nI S I I 154;;1 1 Srr�,l4rwm.n9L03 300020 303520 F'44 1101 11 436 110 250 "14 014 7102 677" 1 e fbxl.uo119M1Up I 'AOIJI 1524 5002 142" "0" 01000 5 650" 1 211' 2 141001 1 71 %"1 2162 2921" 1222" '2" 501201 1 7751 I 5 21 1 I 3412 513170414/20 012" 57202 ee" 41" 200" 16 1 012LF0TIMA1ED 00510 1 359.60000 1 5.752 01 ]2.071 27,07120 77 %791 )5.021% 37.570% 09.2%21 1,15131 )1 1 192504761 20.%483 20,42% 7,521755 217104 213194 7, %751 1203116 ».07116 1.25401 6144 1 07.363)11 I 35560000 SWloleo6 10005 _Soull4enle,Petlw4E91N"SNNep" h0u9e3e4s554Wl W11C1E1Ex_G1 eu09el(F1Np610WR3! 3 0100 3 21 512 2 Pape 1011 Ilse 0a4108111 t 00,02103. 100 011 10021 20181009 14. 10. 457 len MY Sp Oa 1146 30. 1 480 6 6 509 014 S. 10305 010 010 010 1010 010 010 2010 2014 010 2010 018 011 011 2011 1 '2011 011 011 011 1021 01 1 1 1 2011 2011 011 10 7018 0001 8236 025 MP 5785 5885 0725 8400 409 620 400 400 420 68 48 620 400 400 2010 400 403 410 400 400 400 48 420 48 410 220 100 4400 Sr Ped Eng 5100 5010 33600 10020 020 3220 2720 8870 8720 1 1720 1703 2806 500 2 3 5 26560 100 1620 1620 16 1003 2600 35 KW 1600 1620 18410 11000 44 Ey1 0305 6805 4305 OW 1600 748 800 103 103 100 000 88 400 400 460 784 2110 8100 8190 1,10000 BM 1R. 484 MOO MN NOM 1880 17010 2 1.30011 15400 :ADO Man. 4043 4063 4063 1600 160 860 7460 1460 0310 4000 1603 1803 M 3.2 fen 5010 511 80 5000 51207200630000 408 4090 4090 1003 620 600 403 403 1070 01 261..006522 3714 0114 3184 6210.2311 11.30 3150 810 02 715 55040 5000 1060 4010 170 110 748 410 410 400 410 1610 Sunny nth 118 3150 8150 MOM 020 860 6003 IOW 1000 1000 1001 1000 7100 5m80. 190 3035 4935 008 808 6010 1010 010 010 010 810 0060 54410000 1130 3150 3203 4400 700 110 200 28 200 18 110 101 000 110 010 200 2 OD 810 210 310 200 100 203 200 110 310 200 1610 420 6370.0031 010 fie 009 9200 400 400 410 68 400 48 410 400 410 410 408 420 440 403 400 100 400 110 610 400 600 010 400 528 5110 .10 13568 UM 7410 n400 11800 108 0010 10200 MOO 1148 108 1,14800 UN 4010 OM 0003 8,00 NW 110 GOO 800 NW 800 4m 0258 7.02600 1 COST OF DIRECT EXPENSES 1 1 1 +0602 10140 I 0057075113501221120611 15.0... 22202.0 I 220 P0M008p1.61 110 310011 R40(010 8.21104.41 ITg4 1 I C01167E0C007CUR6E 2201 O4 440 Rd f 44 En6 0.443 0902.1247.02 C.0 5.54855 8430. 1608100 M GB4.p 07097 91.3.4 10 425 Sully I N Survey.. any. .22n I Om15YF Cqb 00002X80 .qqY 12228 Pe. 5530 08026:811 640.610 11 4680 Manf9e.d1044. GOT &E511.20D 1.41.0408 1 602 0 021 07130 IIgY CPF9 Den beeped 38526 030 i 01w 1 P0E<457916R4 0301 101. 965010 5.67 13 100 ,0.m 171 I 2080 001 58000 1,5873 X,98021 Project Name: Southcenter Parkway Extension CM and Design Support Services KBA Project No. 10005 Budget Estimate for DEA, Inc. 509 00 002 1� 40 200 90. 04 9w On 1 I 1 727 7 x w 1 o 010 0,0 000 010 2010 010 010 000 010 I I 002 2011 011 2221 017 2011 2011 001 2011 2011 2011 )01 I 012 I 752000 65000 832010 99200 94010 24719 008 19000 7800 79000 0020 09000 19000 23000 1.55111 90 2 003 0000 29400 79003 3908 0000 71000 )9005 0000 I 0,900001 1 1 56212 1)10 7700 1200 1203 118 118 1710 128 1203 20600 1770 1101 1720 1)10 1)20 2118 1010 1710 17 OD 2700 0020 1074 20022 21072 70911 1018 30700 02002 0784 0318 0000 70100 30110 140201 0700 20700 0100 00030 0000 0100 00830 0700 0030 0700 800 0 521 24 1 171081 1 1 1330717 670 7000 An 04 Any N. Oa Ran 200 3,10 007 206 M. 8 10 6247 002 AI 609 Sep 0a 7020 2010 2020 0 2010 2010 010 010 x01 010 I 011 2011 7011 1 2011 011 2011 011 001 Nil 1.660 168 1666 1666 168 1666 1.4 1,666 14 90030 I 1665 1,665 1.84 Sap 500 SW 500 510 501 220 SOO 200 0000+ 500 571 500 510 1.51000 2600 40. 1630 066 8014 0,146 1.026 884 i4161 X 1 7.164 4006.17 fi1 I 5.001 5008 5,506 mI x.02 I 1�4. ro1x 1 EXHIBIT G-1 DEA. Inc. 708000 00800 1003 MOO 00 010 00111E03 20111059 6.. n Ay 44 x,0 0 2 at 0w 0.0 14024 x02 301 4. M 70w .902 04 034 215 e w e elan w 4 Rao 04, LW 2010 020 010 7010 2010 7010 01 01 0 0 2010 2010 010 2011 011 021 011 011 7011 2012 1 01 0 101 1 11 1 0 011 2011 7011 au 5002 5205 590 818 22200 11200 1118 21100 72200 0170 7218 0200 231 00 0130 1,11000 0210 21100 0210 020 11100 1 02100 2218 72100 2020 11200 11560 15428 415100 588 518 5410 03400 610 40 117160 18260 1810 1818 90820 70500 20560 788 4100 115740 2065 9108 90310 24005 94200 9408 94060 8010 968 408 908 91000 1 001070 273410 038 0110 4 1440 50 1110 1170 11110 5168 11440 3150 11 50 5150 850000 1020 50100 5,0700 5.54400 10060 5380 07867 1378 X108 765800 40 43 4042 40 43 e 17100 12344 648 9037 8032 1617 20 16110 6416 6248 4100 890 40 90 4090D 24540 Mb 16103 1636 410 3774 020 3150 1130 1150 508 5000 bb 70108 8403 848 670510 201 60 008 702 60 728 8800 262677 3150 3150 1150 120000 92571 60500 11800 11500 21500 11503 1150 ,0000 1150 CO 813 0210 80 967707 7.66100 1118 09703 8700 00100 8203 91700 39098 0388 1150 3150 130600 800 6140 63 06 003 028 63W 6310 6320 88 001 846 818 0100 6110 86 2 %m 7009 7009 08 15811 078 0716 1117 100 11. 1036 11716 11236 1177 1127 1106 1170 2178 1815 1076 11716 1170 0411 11236 1110 1170 4 0216 .36 1 151470 1 91816 1 75 1000 560226 8016 n 4698 mN 4.210 18025 762024 26822 10200 16208 145526 01667 408 11514 1068 110312 201816 018101 372146 37410. 10)0.8 0112 50 8 8 0108 154729 00 28 21.01 1 218 4 19 09.21 8 90 8 11 7 5 7 0 9 )9128 1415 400 97636 43062 8 8 20912 162,62 50 6 1 0 I4 71748 22 23 02057 14364 1851) 8237 12 78 0 80 0 1 963 20. 4 00 0 4 10 3 1 011 5950. 6 02 6 9 17 9 41 202502 64 1565816 327005 MO. 30 OM 000 8 1 0 77 04 8 7 7 2503 1.S76 51 70002 7024 51 34071 1,918 1600 1900 00 0 01 155855n 8 02 IN. 509510 8066 7 1677 718272 1551202 0 302. 10710 73700 18700 30700 0010 30}03 051. 3076 008 6510 74 972774 15702 4 9 7'520. 205600 82608 7 2403 766600 7.560 2500 03 7,18 72.00 00020 7,16600 261600 174 00 55.03 750000 170.500133 1 18150 1/.101 720240 7.123 0 722514 141411 77077 7 1648 10078 0971011 5694 1065477 10.27 20617 940 9008 400177 ,00255 26400 336416 0744 3280 .070 50 32000. 11110000 159 06,80.11 8270.21018.22422 12.7 9wIg100W_380..844my.6 .12213p0h40n01. 8016.1700.008.281 FOOGIGE,G.1 En001.1.61DE4_70100124 P 2160 1ehn.6 6y M.100.,0 .24 1 0 1 Summary of Labor Cost Staff Hours Labor Rate Cost Associate III 45 $120.02 $5,400.90 Associate I 132 $72.01 $9,505.32 Project Coordinator 74 $60.01 $4,440.74 Graphic Designer 2 $96.02 5 192.04 Total Labor Cost Total Direct Cost Total Budget Exhibit G -1 Subconsultant Fee for Envirolssues $19,539.00 S 461.00 $20,000.00 Ex_ G- 1 _Budget(FINAL)Envirolssues.docx 1 of 1 EXHIBIT G -1 Subconsultant Fee for HWA GeoSciences, Inc. HWA's fees are based on an Hourly and Per Test Basis, not to exceed $106,000.00, per the attached Billing Rate and Fee Schedules. S:\ Projects \Contracts \Client \Tukwila\ 10005_ SouthcenterParkwayExt \Drafts&NegotiationRecord s \In- houseDrafts\Supp1_FuIICM\Ex_G-1_Budget(FINAL)HWA.docx 1 of 4 EMPLOYEE Sa Hong Ralph Boirum Lorne Balanko Arnie Sugar Gary Harshman Vance Atkins Steve Greene Teddy Taddese Brad Thurber Peter Pearson Daniel Coltrane Tom Kinney Erik Andersen George Minassian Bryan Hawkins JoLyn Gillie David Maloney Donald Huling Terry Horton Christiana Fisk Tink Kinney Tony Martin Harold Benny Brian Cocker Matthew Spenner Kimberley Swanson Alix Rackleff David Prihoda Ashley Crane Jessica Herrera Carol Micek Danielle Werner Joan Kinney Notes: Represents Capped Billing Rate HWA GEOSCIENCES INC. 2010 HOURLY AND BILLING RATES (Effective 01/01/2010) TITLE Principal IX Principal IX Principal IX Principal VIII Senior Environmental Planner VI Hydrogeologist IV Geologist V11 Geologist IV Geologist IV Geologist III Geologist! Geotechnical Engineer VIII Geotechnical Engineer VI Geotechnical Engineer V Geotechnical Engineer V Geotechnical Engineer III Geotechnical Engineer 111 Geotechnical Engineer 111 Administrative Support Administrative Support CAD Field Technician Manager Lab Technician Manager Lab /Field Technician 11 Lab /Field Technician IV Lab /Field Technician 111 Lab /Field Technician 11 Lab /Field Technician 11 Lab /Field Technician I Lab /Field Technician I Marketing Manager Marketing Assistant Comptroller HOURLY RATE $97,26 $82.93 $75.48 $64.90 $55.00 $33.89 $55.53 $32.45 $30.77 $25.72 $22.84 $67.31 $48.08 $45.43 $43.27 $33.53 $32.69 $32.69 $24.52 $20.43 $21.63 $36.06 $31.25 $18.00 $25.00 $23,00 $20.43 $18.00 $16.83 $16.59 $32.21 $16.59 $46.63 BILLING RATE $235.00 $235.00 $235.00 $220.00 $190.00 $115.00 $190.00 $108.00 $108.00 $88.00 $78.00 $225.00 $163.00 $150.00 $150.00 $114.00 $114.00 $114.00 $83.00 $69.00 $74.00 $122.00 $107.00 $62,00 $86.00 $79.00 $70.00 $62.00 $58.00 $58.00 $110.00 $58.00 $160.00 Exhibit G -1 Page 1 of 4 STANDARD SCHEDULE OF FEES AND CHARGES Al! prices are effective May 1, 2009, HWA GeoSciences Inc. holds accreditations from both the American Association of State Highway and Transportation Officials (AASHTO R -18) and American Association for Laboratory Accreditation (A2LA). We participate in the sample proficiency program from AMRL for soil classification, coarse and fine aggregates, Hot Mix Asphalt, California Bearing Ratio, and compaction; and CCRL for concrete. PROFESSIONAL SERVICES Request a schedule for labor rates. EXPENSES All Outside Expenses (ie, airfare, subsistence, equipment rental, materials, reproduction, etc.) Cost plus 10% Drilling and Chemical Laboratory Subcontractors Cost plus 15% M` lz) Current IRS Rare Project Sample Storage Beyond 30 Days from Final Report Per month $100.00 LABORATORY TESTS Soil Laboratory Tests Tests for contaminated soils will be quoted per individual request. In addition, all contaminated soils will be returned to client for disposal Atterberg Limits Liquid Limit and Plastic Limit (ASTM D 4318) One Point Three Point California Bearing Ratio (ASTM D 1883) (Requires Moisture /Density Relationship Test) One Point $200.00 Three Point 525.00 Consolidation Test Incremental Loading (ASTM D 2435) 9 Loads, 0.125 TSF to 32 TSF, 4 Unloads $525.00 Each Additional Load $45.00 Consolidation Test, Controlled Strain (ASTM D 4186) $650.00 Grainsize Analysis Combined Analysis (ASTM D 422) $200.00 Hydrometer Analysis (ASTM D 422) $170.00 Passing #200 Sieve (ASTM D 1140) $55.00 PSEP Particle Size $250.00 Sieve Analysis -Wet (ASTM D 422) $85.00 Moisture /Density Relationship Proctor Cohesive (ASTM D 698, D 1557) $215.00 Proctor Granular (ASTM D 698, D 1557) $180.00 Moisture Content w /Description $16.00 One Dimensional Swell (ASTM D 4546) $625.00 Organic Content Test (ASTM D 2974) $65.00 Permeability Tests Permeability of Granular Soils (ASTM D 2434) $275.00 Falling Head Test (WSDOT 605) $200.00 Triaxial with Back Pressure 2 days (ASTM D 5084) $425.00 Each additional day $150.00 Triaxial with Back Pressure (6 -inch diameter) (ASTM D 5084) $525.00 $95.00 $135.00 Exhibit G -1 HWAGEOSCIENCES INC. OM 11'4V{�.114Y :1L1{)Cl Il 1�iL' Clfn 1 LABORATORY TESTS (continued) Permeability Tests (con't) Estimate of Effective Porosity $545.00 Field Capacity (sand) $195.00 Sand Drainage Characteristic Curve $375.00 Relative Density (ASTM D 4253 D 4254) $350.00 Shelby Tube Extrusion and Sample Description $35.00 Soil Resistivity and pH (WSDOT 417) $90.00 pH Only $35.00 Resistivity Only $65.00 Specific Gravity Test (ASTM D 854) $80.00 Strength Testing Direct Shear Strength (per point) (ASTM D 3080) $120.00 Direct Shear Strength 12" box (per point) $150.00 Residual Shear (per point) $130.00 Triaxial (c -u) (ASTM D 4767) $500.00 with K Consolidation $750.00 Stress Path Tests $650.00 Triaxial (u -u) (ASTM D 2850) $200.00 Multi -Stage Triaxial (c -u or c -d) $1,200.00 Unconfined Compressive Strength (ASTM D 2166) $100.00 Modulus and Dampening of Soils under Cyclic Loading (ASTM D 3999) $750.00 ResilientModulus of Base /Subgrade (AASHTO T296) $600.00 Unit Weight Cohesive Soil by Waxing (USCOE) $80.00 Percent of Solids Calculation $16.00 Porosity (incl. specific gravity/unit weight) $100.00 Soil in Ring (ASTM D 2937) $38.00 Bulk Density of Solid Waste (ASTM E 1109) $40.00 Soil in Shelby Tube (ASTM D 2937) $42.00 Visual Soil Classification $16.00 Aggregate Quality Tests Clay Lumps and Friable Particles (ASTM C 142) $90.00 Degradation Test WSDOT 113) $200.00 Fracture Face Count (without sieve) (WSDOT 103) $40.00 Grain Size (ASTM C 136, C 117) $85.00 Los Angeles Abrasion (ASTM C 131, C 535) $180.00 Organic Impurities (ASTM C 40) $45.00 Percentage ofMaterial Passing #200 Sieve (ASTM C 117) $55.00 Sand Equivalent (ASTM C 2419) $70.00 Soundness Using MgSO (ASTM C 88) $375.00 Specific Gravity Test Coarse Aggregate (ASTM C 127) $70.00 Fine Aggregate (minus #4 mesh) (ASTM C 128) $80.00 Unit Weight by Dry Rodding (ASTM C 29) $60.00 Page 3 of 4 STANDARD SCHEDULE OF FEES AND CHARGES All prices are effective May 1, 2009, Concrete and Masonry Tests Compression Testing of Concrete Cores (includes trimming) (ASTM C 42, C 513) $60.00 Compression Testing of Concrete Cylinders (ASTM C 39) $25.00 Compression Testing of Grout and Mortar Specimens (per specimen) (UBC 21 -18, 21 -16) $18.00 Concrete Beam Flexural Strength Test (ASTM C 78) $80.00 Concrete Cylinder Molds $2.50 Concrete Cylinders Sampled and Cured (not tested) $12.00 Concrete Mix Design (fixed gradation) $2,000.00 Density Test Concrete Cylinders $35.00 Light Weight Concrete Cylinders $80.00 End Trimming ofSamples (ifneeded) $20.00 Splitting Tensile Strength Test (ASTM C 496) $80.00 Shotcrete Panel (cut three cores and compression test) $300.00 Geosynthetics Tests Geomembrane to Soil Shear (per point) (ASTM D 5321) $200.00 Shear /Peel Strength Test (ASTM D 4437) $125.00 Asphaltic Concrete Tests Asphaltic Concrete Mix Design (Marshall Method) $2,000.00 Bitumen Content by Extraction Extraction only (ASTM D 6307) $90.00 with Gradation (ASTM D 5444, D 6307) $145.00 Bulk Specific Gravity and Density SSD Method (per specimen) (ASTM D 2726) $45.00 Bulk Specific Gravity and Density Wax Method (per specimen) (ASTM D 1188) $70.00 HMA Mix Correction Factor (ASTM D 6307) $180.00 Marshall Stability and Flow Determination (3 specimens) (ASTM D 6927) $425.00 Percent Air Voids in Compacted or Open Bituminous Mixtures (ASTM D 3203) $150.00 Rice Density (WSDOT 705) $90.00 TSR $600.00 Rock Tests Abrasion Resistance (ASTM C 535) $200.00 Ethylene Glycol Accelerated Expansion $200.00 Riprap Soundness (ASTM D 5240) $300.00 Specific Gravity and Absorption (ASTM C 127) $70.00 Splitting Tensile Strength of Rock Cores (10 Discs) (ASTM D 3967) $210.00 Unconfined Compressive Strength of Rock Cores (ASTM D 2938) $100.00 EQUIPMENT CHARGES Laborwinbe charged in addition to equipment charges. Air Filters for Development (per day) $50.00 BK Development Pump /Surge Block (per day) $20.00 Bolt Tension Calibrator (per day) $50.00 Carbon Filter (per day) $50.00 Coating Thickness Gauges (per day) $25.00 Combustible Gas Tech Meter (GT 302 3220) Per day $95.00 Perweek $300.00 Concrete Air Meter (per day) $25.00 Coring Equipment Charge request a schedule Data Logger and Transducers Per day $150.00 Per week 500.00 Dissolved Oxygen Meter Per day $95.00 Perweek $300.00 Flow Monitoring Set Per day I05.00 Perweek $400.00 Geomembrane Tensiometer (per day) $60.00 Grundfos Redi Flow II Pump and Generator Per day $100.00 Per week $300.00 Landfill Gas Monitoring Equipment (GEM 500) Per day $95.00 Per week $300.00 Level and Stadia Set $25.00 Mag Particle (per day) $25.00 Nuclear Density Gauge (per day) $25.00 Per month $300.00 Peristaltic Sampling Pump Per day $50.00 Perweek $90.00 pH- Conductivity Temperature Meter Per day $40.00 Per week $100.00 Photoionization Detector (Mini Rae HNU Microtip) Per day $95.00 Per week $300.00 Pneumatic Pressure Indicator $95.00 QED Bladder Pump Controller Per day 50.00 Per week $90.00 Safety Equipment Level D (solvex gloves, disposable suit) Level C2 (above plus respirator) Level C1 (above plus chemical suit) Level B (above plus SCBA) $25.00 $50.00 $95.00 $300.00 Sensidyne Monitoring Equipment (does not include tubes) $15.00 Sediment Coring or Soil Sampling Kit (does not include shelby tubes) (per day) $50.00 Torque Wrench (per day) $25.00 UT Thickness Gauge (per day) $50.00. Well Probe (per day) $15.00 For more information, please contact: Lorne Balanko, PE, for Geotechnical Services Arnie Sugar, LG, LHG, for Geoenvironmental Services Harold Benny for Laboratory Services all at 425.774.0106 Page 4 of 4 Direct Labor Base Description Payroll Burden Payroll Taxes Group Insurance Bonus Retirement Pension Vac./Holiday /Sick Other Emp. Benefits Total Fringe Benefits General Admin. Expenses Indirect Labor Auto Expense Bid Proposal Communication Exp. Computer Tech. Support Depreciation Business Insurance Expense Legal Accounting Miscellaneous Office Rent Professional Dues Subscriptions Books Supplies Taxes Training Education Travel Expense Total G&A Expenses Total Overhead Expenses Financial Statement Amount $6,022,651 Overhead Rate 183.00% Anchor Environmental, LLC Overhead Schedule Fiscal Year December 31, 2007 WSDOT Anchor Adj. Adj. Ref. Accepted Amount $614,745 $816,251 ($17,011) $1,526,716 $222,317 $793,089 $32,352 $4,005,470 ($17,011) $3,837,878 ($198,014) $76,160 (554,994) 5212,490 (570,122) $231,545 511,454 5283,953 $162,734 544,722 ($35,653) 5461,650 ($266,704) 5751,079 $13,261 $16,107 $384,034 5348,826 534,657 5145,628 $7,016,178 511,021,648 $614,745 A 5799,240 ($276,218) L $1,250,498 5222,317 $793,089 $32,352 ($276,218) $3,712,241 E,F,G,H,I,J ($194,946) ,K,O,P ($2,186) M (528,677) (513,201) I,N (5654,164) (5210,887) (5671,175) (5487,105) (5554) B,R 53,639,310 C 521,166 B,Q $142,368 $231,545 $11,454 $283,953 $162,734 D 59,069 Anchor Enviraunental, LLC Reviewed Accepted on 8/18/08 NM Anchor Environmental Overhead prepared by Linda Krrippaelme "Overhead Rate subject to audit" Please note that Anchor Environmental does not segregate, identify or track their unallowable expenses as required by 48 CFR 31.2016. $0 $748,893 $13,261 $16,107 5384,034 $348,826 $34,657 $103,750 $6,151,127 163.76% Exhibit G -3 Anchor $554 R $6,023,205 100.00% 10.21% 13.27% 20.76% 3.69% 13.17% 0.54% 61.63% 60.42% 0.35% 2.36% 3.84% 0.19% 4.71% 2.70% 0.15% 0.00% 12.43% 0.22% 0.27% 6.38% 5.79% 0.58% 1.72% 102.12% 59,863,368 163.76% Page 1 of 2 Description Anchor Environmental, LLC Overhead Schedule Fiscal Year December 31, 2007 Financial Statement WSDOT Amount Anchor Adj. Adj. Ref. Accepted Amount References Anchor Adjustments: A Key Person Life Insurance unallowable per 48 CFR 31.205- 19(e)(2)(v). B Marketing unallowable per 48 CFR 31.205 -1(f). Marketing Labor of 33% was removed to match the disallowed marketing directly associated costs in the Bid Proposal Account. WSDOT will accept the 33% that was disallowed by Anchor. In 2006, Anchor removed 32.99% for marketing labor. We will expect Anchor to track and segregate these expenses for future periods per 31.201 -6 c to avoid the disallowance of the entire account. C Auto expenses unallowable per 48 CFR 31.201 -6c. An estimate by Linda is being accepted for excess auto expenses since these costs are not tracked in accordance with WSDOT Accounting Manual, Ch. 10 Travel. D Federal Income Tax Prep Fees in excess of $250 unallowable per 48 CFR 31.205- 41(b)(1), 31.201 -6(a) and WSDOT 0 /FI Policy. E Interest unallowable per 48 CFR 31.205 -20. F Gifts unallowable per 48 CFR 31.205- 13(b). G Local Meals unallowable per 48 CFR 31.205 -14 WSDOT Accounting Manual, Ch. 10, Travel. II Direct project costs unallowable per 48 CFR 31.202(a). I Alcohol totaling unallowable per 48 CFR 31.205 -51. J Entertainment unallowable per 48 CFR 3I.205 -14. Q Sponsorships unallowable per 48 CFR 31.205 1(1)(3) and 31.208 -8. WSDOT Adjustments: K Holiday Party expenses unallowable per 48 CFR 31.205 -14 WSDOT Policy.No record of total ee's who attended. L Reduced bonus in excess of 15% per 48 CFR 31.205 -6(f) and WSDOT Bornss Policy. We will review Anchor's bonus policy more in depth next year for distribution o f pro its. M Common Control adjustment per 48 CFR 31.205- 36(b)(3) and 31.201 -4. Not Allocable. N Executive Parking unallowable per 48 CFR 31.201 -4. Not Allocable. O Local Meals unallowable per 48 CFR 31.205 -14 WSDOT Accounting Manual, Ch. 10, Travel. The statistical sampling method used by Anchor is not acceptible for WSDOT. The steals and entertainment account was tested and 94% was determined to be unallowable. WSDOT will require that Anchor track unallowable expenses and segregate all costs for future periods to avoid the disallowance of the entire account. Using Statistical sampling, Anchor removed $266, 704 of this account. We tested a couple months and determined that 94% of what was tested was unallowable. P Entertainment unallowable per 48 CFR 31.205 -14. R Adjustment for Uncompensated Overtime per 48 CFR 37.115 DCAA 5 -910, 5 -910.2 and 6 -410. Page 2of2 iyo Description David Evans and Associates, Inc. SCHEDULE OF INDIRECT COSTS Exhibit G -3 DEA Year ended November 1, 2008 Unallowable cost Costs, net Total costs eliminations of eliminations Continents Labor Burden: Holiday Pay S 2,095,180 5 3 2,095,180 Sick Pay 2,116,377 2,116,377 Vacation Paid 4,669,267 4,669,267 Termination/Severance 256,804 256,804 New Employee Signing Pay 146,934 (146,934) 15 Vacation Accrual 8,013 8,013 Vacation Cash Out 307,637 307,637 DOL Compliance Labor 5.230 5.230 Group Ivied ical 7,638,850 7,638.850 Group Life Insurance 188,285 188,285 Workers' Comp Insurance 308,795 308,795 FICA PR Taxes 5,588,322 5.588 322 SUTA State PR Taxes 541,352 541,352 Other Payroll Related Costs 1,058 1.058 Civic Duty Labor 48,813 48,818 Public Relations Calculated Fringe Elimination (271.1 (271,141) 14 Union Benefits 1,049,122 1,049,122 Total Labor Burden 24,970,044 (418.075) 24,551,969 Indirect labnr 21.540.175 (666,520) 20,873.655 1,9,14 Public Relations Expense 385.689 (385,689) 1,2,3,14 Selling Expense 352,175 (33252) 318,923 2.3 Occupancy 9,444,926 (297, 9,146.986 16 Communications 1,525.319 1,525,319 Supplies 1,465,514 1,465,514 Publications and'_vlemberships 335,558 (13,068) 322,470 2 Computer and Printer Costs 1,175,313 1,175,313 Vehicle Expenses 2.803.410 (86.132) 2.717.278 17 GetreralAdministrative 891,649 (82,228) 809,421 2,3,4 Training Expenses 1,305,764 (75,226) 1,230,538 2.3,4 Employee Recruiting and Retention 1,219,811 (639.578) 580.233 2 ,1 Professional Services 2,005,414 2,005.414 Business Insurance 1,200,069 (31,014) 1,169,055 7 Taxes. Licenses and Fees 1,089,863 1,089,863 Depreciation and Amonizaticn 2,3 1,104,996 2,323,204 Bad Debt Expenses 1,104,996 (1,104,996) 6 Contributions 320,586 (320,586) 5 4011( and ESOP Contributions 1,125,612 1,I2a,612 Profit Sharing Expenses 233,565 (33,643) 199,922 8 Interest Expense 286,079 (286,079) 11 Finance Charges 1,170 (1,170) 11 (Gain) or Loss on Sale of Fixed Assets 6.673 176,977 383,600 10 Rental Income-External (40.162) (90,162) Miscellaneous Other Income (374,)54) 373,802 (352) 12 Miscellaneous Other Expenses 92,527 (94.735) (2,208) 18 Gain/L.oss Der Comp Assets (362,488) (362,438) Income Taxes 1,828,000 (1,805,787) 22,213 13 Total General Overhead Expense 53,236,257 (5,406.934) 47.829.323 Labor Burden and General Overhead F..xpe.nse Before Allocation S 78,206,301 (5,825,009) 5 72.381,292 DEEI Allocation 1,740,726 (372,432) 1,368,294 Total Labor burden and general overhead expense S 79.947.027 3 (6,197,441) 5 73,749.586 Direct Labor S 42,480,559 5 42,480,559 Overhead Expense Rate 188.20% 173.61% Facilities Capital Cost or Money Rate 1.09% Combined Overhead Expense and Facilities: Capital Cost of Money Rate 174.70% Page 1 of 1 Envirolssues Overhead Schedule Fiscal Year December 31, 2007 Exhibit G -3 Envirolssues Envirolssues WSDOT Accepted Description F/S Amount Adj. Adj. Ref. Amount Direct Labor Base $2,714,257 $2,714,257 100.00% Fringe Benefits FICA Tax $309,482 $309,482 11.40% FUTA Tax 4,466 4,466 0.16% SIB Tax 29,525 29,525 1.09% L I Tax 9,045 9,045 0.33% Insurance Medical 246,567 246,567 9.08% Insurance Emp. Life Dis. 1,468 1,468 0.0S% Insurance Life (Principals) 1,963 ($1,963) A 0 0.00% Employee Morale 9,810 ($8,185) C 1,625 0.06% Employee Bus Passes 35,093 35,093 1.29% Paid Time Off (vacation) 242,508 242,508 8.93% Holiday Pay 140,561 140,561 5.18% 401(k) Match 112,990 112,990 4.16% 401(k) Admin Expenses 200 200 0.01% Profit Sharing 294,000 294,000 10.83% Bonuses 644,479 644,479 23.74% Total Fringe Benefits $2,082,157 ($10,148) $2,072,009 76.34% General Overhead Wages Overhead $773,051 $773,051 28.48% Wages Bid Proposal 228,219 228,219 8.41% Temp. CIericaI Support 0 0 0.00% Professional Development 160 160 0.01% Relocation Expense 2,952 2,952 0.11% Rent 574,842 574,842; 21.18% Off Site Storage 1,206 1,206 0,04% Utilities Non -Phone 737 737 0.03% Maint/Repairs -Non- Computer 10,628 10,628 0.39% Depreciation Expense 4,523 4,523 0.17% Section 179 Depreciation 122,613 122,613 4.52% Auto Lease 36,744 ($6,700) B 30,044 1.11% Auto License 527 527 0.02% Auto Maint. Repairs 6,681 6,681 0.25% Insurance Auto 9,710 9,710 0.36% Gas Auto 12,867 12,867 0.47% Meetings 11,309 11,309 0.42% Airfare 7,424 7,424 0.27% Car Rental 14,937 14,937 0.55% Page 1 of 3 Overhead Rate Description Lodging Meals Travel Mileage Parking Taxi Ferry Train Tolls Advertising (incl. Employment Ai Meals Business Capital Cost of Money Registrations Trade Dues GSA Industrial Funding Fee Delivery Postage Telephone Computer Maintenance OnLine Services Accounting Fees Bank Charges (Late Fees) Business License Expense Copying Equipment Lease Insurance Business Legal Expense Office Supplies Other Professional Services Subscriptions Taxes City: Seattle /Tacoma Taxes Personal Property Taxes State B &O Taxes Use Local Miscellaneous Total General Overhead Total Overhead Expenses Envirolssues Overhead Schedule Fiscal Year December 31, 2007 F/S Amount Adj. Envirolssues WSDOT Accepted 8,620 ($2,812) 1,018 4,110 26,245 1,884 3,384 ($480) 12,332 ($12,332) 5,125 16,063 6,823 ($348) 2,150 494 2,378 31,296 46,874 15,014 11,292 ($2,468) 93 ($93) 2,170 9,984 61,828 ($5,666) 21,105 516 36,792 17,637 783 33,723 2,284 121,956 584 3,254 $2,326,941 ($275) ($31,174) ($41,322) Adj. Ref. Amount C 5,808 0.21% 1,018 0.04% 4,110 0.15% 26,245 0.97% 1,884 0.07% D 2,904 0.11% E 0 0.00% 5,125 0.19% 16,063 0.59% F 6,475 0.24% 2,150 0.08% 494 0.02% 2,378 0.09% 3 1,296 1.15% 46,874 1.73% 15,014 0.55% G 8,824 0.33% H 0 0.00% 2,170 0.08% 9,984 0.37% B 56,162 2.07% 21,105 0.78% 516 0.02% 36,792 1.36% 17,637 0.65% 783 0.03% 33,723 1.24% 2,284 0.08% 121,956 4.49% 584 0.02% 2,979 0.11% $2,295,767 84.58% $4,409,098 162.44% 160.92% Envirolssues, Inc. Reviewed Accepted 4/7/08 NM Envirolssues, Inc. Overhead compiled In House by Pain Buckley, Accounting Manager. $4,367,776 160.92% Page 2 of 3 Description Envirolssues Overhead Schedule Fiscal Year December 31, 2007 Envirolssues WSDOT Accepted F/S Amount Adj. Adj. Ref. Amount References: Envirolssues Adjustments: A Key person life insurance unallowable per 48 CFR 31.205- 19(a)(2)(vi). B Interest costs unallowable per 48 CFR 31.205 -20. C Travel costs in excess of Federal Travel Regulations unallowable per 48 CFR 31.205- 46(a)(2)(i) D Public relations and advertising costs unallowable per 48 CFR 31.205 -1(a) E Entertainment unallowable per 48 CFR 31.205 -14. F Lobbying costs unallowable per 48 CFR 31.205 -22. G Excess federal income tax preparation fees unallowable per 48 CFR 31.205- 41(b)(1), 48 CFR 31.201 -6(d), and WSDOT Overhead Policy, H Late Fees unallowable per 48 CFR 31.205 -15(a) I Miscellaneous adjustments by firm. Page 3 of 3 Exhibit G-3 Breakdown of Subconsultants Overhead Cost Account Title Beginning Total of Direct Labor Direct Labor 1,213,052 100.00 Overhead Expenses: FICA 154'464 I2.73 Unemployment 22/195 1^83 HnoKh/Amcidant|nsuronco 156,232 12.88 Medical Aid Industrial Insurance 5 0.46 HolidayNacation/Sick Leave 193,376 15.94 367,638 30.31 Total Fringe Benefits I 809'470 74'15 General Overhead: State B&0 Taxes 77,727 6'41 Insurance 58,221 4.80 Administration Time No Assignable 535,541 44.15 Printing, Stationery &Supplies 40/744 3.36 Professional Services 17'676 1'46 Travel Not Assignable 29,463 2.43 Telephone Telegraph Not Assignable 31,276 2.58 Fees, Dues Professional Meetings 60,365 4.98 Utilities Maintenance 0 0.00 Professional Development 7,423 0.61 Rant 193'368 15.94 Equipment Support 46,541 3.84 Office, Miscellaneous &Postage 19'905 1.64 Total General Overhead I,118,258 92.18 Total Overhead (General Fringe) 2'017 l66.33 Overhead Rate (Total Overhead Direc Labor) 1.6633 1.6633 DOT Form 140-089 EF Exhibit G-2 Revised 8/07 Exhibit G-3 HWA Page 1 of 1 March 29, 2010 Robin Tischmak, P.I. City of Tukwila Public Works Department 6300 Southcenter Boulevard Tukwila, WA 98188 -2544 Dear Mr. Tischmak: I.) l j _,3 r A S f S SUBJECT: SOUTHCENTER PARKWAY EXTENSION PROJECT AWARD RECOMMENDATION Attachment 8 David Evans and Associates, Inc. (DEA) recommends awarding the Southcenter Parkway Extension Project (City of Tukwila Project Number 84 -RW37, Federal Aid No. STPUL-1041(003)) to Scarsella Bros., Inc. as the lowest responsible and responsive bidder in the amount of $16,030,030.63. DEA, along with the City, has reviewed the 9 bid proposals submitted for the project (see the attached Certified Bid Tabulation). The apparent low bidder, Scarsella Brothers, Inc., has been deemed responsive and has met the Disadvantaged Business Enterprise (DBE) certification goal of 11 percent. Upon review of Scarsella Brothers, Inc.'s bid proposal and Statement of Bidders' Qualifications, including reference checks (see attached), it was determined that they were the lowest responsible and responsive bidder, pursuant to the requirements of Section 1 -03.2 of the Contract Special Provisions Thank you and DEA looks forward to working with the City and Scarsella Bros., Inc. in making this a successful project for all. Please call if you have any questions. Sincerely, DAVID EVANS AN) ASSOCJATES, INC. Scott Soiseth, Y.E. Project Manager David Evans and Associates, Inc. Attachments: Certified Bid Tabulation Bidder Reference Check Form Scarsella Bros., Enc. PAATUKA00000001.070013L[)SCP Award Recamendation Letter 2010 0329.doc 41; 118th Avenue Sc. Bellevue Washington 98005 -351£3 Telephone: 425.519.6500 Facsimile: 425.519.5361 CITY OF TUKWILA SOUTHCENTER PARKWAY EXTENSION CERTIFIED BID TABULATION mascal is, 2010 Total Bid Schedule A Bid Schodulo 8 0(00 01 Tukwila Sanitary Sewer Imorovements 1115 No. 0150 Dascriettnn 0011109, 52 201100 Subtouil Saks Tax 93% atal 1314 Schuhrls B Sid Schedule 0• Building Domolition i item No. Iton ow-flown auanutv Unit Unit P003 1 CI 11.:40n9 C.0010.443 1 LS 5 62 SOO 00 s Total Bid Schtdule C 5 8I4 Schedule 8 Prejset AskIttives (u ascribed in Special Provisions Division 50). NIghline Water District Water Imorowinants 1 San 540: 1041 fiesal¢4i00 ationtar U04 Mit A Itco Con kl.. F.A0 1 iS 0 140,00000 5 140.000,00 02 7 sAf60/ 1 LS 5 13.00000 1 1205.05 -...!?_:-C- C24124 9 by 1,„ Joiss4t, P.E. Oflirld &mu tied 4140c/Stis, MC. YrriMa_. 04 r804.20,3401er... Schedule A brought fonverd 50hoduls /I brought forward Schedule C brought forward Schedule D brought forward Schedule 0 brought forward TOTAL BASES%) PRICE 814 Schedule F RrOjest Addldvitat tat describrd In Special 00304(0ns ClIvIslsri 10) Clty Of TtrkwIla Water Improvements Ne. 151800505n0000 01 04' roo City ttr Tunas Wa 1.0n. c0110016 TOTAL BID 100311 ADDITMS 12422504490ne Contr.:ter 81 Propesrs 0)550.440 01 541103(18 0310.0.3540 ser Schou% (2) 1433.315 Erroc tin swncion 01391.0.4 Mal to 0055turne bsss 60 0103. (3) 82336 Eller in 00 exlensOn 11401 F4 (4)00.01 Er50 sa1es 135 011046600 3:x101004a F _4412 Unit 1.5 LS 0801, 0.51101353 Unft PrIu 523%714.00 1 65.40000 3 13,641157.47 S 3,670039.83 S 62,500.00 5 930000.00 5 1.970062.75 S 20.308.460.06 20,703,672.93 w. Ski Schedule A Public Roadway 101020000511.00* 101020000511.00* lawn ria. Um DerscsIndon Quentriv qntt U5 00r105 eau 1 Lind Pries 0.650 1 u 95 1, Ve2r 4 2... ,k cr t 00 12009.107.47 1 12609.107.47 'S 11,003 09C W 5 11,050,00000 3, 10 A 1 10 1 2 0 0 00 00 1 24400200 4 7000 02 3 08000 05 s_,,, 53 0100(015 74 relo6 Tsorctiary Tr4618 Contret 1 LS 1111 1 3 500 1 3,500 00 5 4 00 S 430.300 CO 8 .500 460000 00 3 210600 4 0 t 250160.00 1 ,0010'0 'S i 1 .f 1 Ls i 00020 00 s s 101,0 1 vs,cass sb As 1 1Ceotroi Prwsn3on. 804 0. -..........,-uotts,(SP0C) PM 1 LS 5 s xi) 00 s 500000 0 2000 03 6 MOO 90 97 2P ancoct tor Utt41 As Muted 20 1 EA 1 1,00000,..1 20,00000 1. 00050 s 1.8a88 s Ail 1 CP/oiect geroduto 0.1.ornum gm 060 cocs 1 I is s 8o a0o.co 3 So aseso s 86 ees c 1 09.68306 s Bid Schoduie 13 Owneralrected Wu* 1 nun No. 11m 0800050 dandle Unit Unit Prins Cost Unit Pd. 01 610(00 125411501 i 500.000 Esr 1 300 100.000.00 1 100 02 'Rost:1160n ofUlAityContliets t 60.000 tsr 1 00 9 00,000 00 8 1.60 P? P w.stwak" 80 0 5000005 8 109 818 ussosits. ps ss0 skirose, Hs.'" 19483 CC' i t _3390 t 150,00004 8 015 s eriesestrys *system r, Drected ;,;,30.000 EST i t 168 78 ikboSio 3 1.00 20.000 TO(2 .3_ 1200 S 340.00000 0 010 0 2 0.Ws 10000 0014 .8 10.00 1600000 0000 151 4.37Astt Cast 1 Abuitn '3 1 1 C.0000 i iii.oSo ea s 120.000.00 1 T0181 Bid Schedule D 3 900,909.80 S 13,441,057.57 11,413,300.00 5 11,135.260.00 Co*, i 0180 0,119 Cost 1 504 0009 Cost OS 40100 3 1 13 1 1.00 1 1 29 SOO 03 2900000 3,201,704.00 2 9 7:0 041000 3 1,150.000 001_1 '2 013 CO0 00 5 3.403030 30 5 3,357,1 14.00 1.750,001.00 5 3,492,500.00 5 310925.83 166,230.10 331.75700 3 3,076,019.83 3 1,916,251.10 S 3,824,251.50 Cost 4 thIR Arlet 00 (301t000* 32 WO 00 1 S 40 KO CO t 400000010 306000111 62,500.00 40,000.00 Can Unit Pflu Cast 108.00002 9.00 5 _100.00000 Now ro roe so,boo 00 iS.o8a so s "1.061 16,057360 40.100 00 1 1200 1 121.60000 (0.000.02 100 50,00303 181000.03 0 s es 'vexboorso 46s50005 170 COO 01 (20.00002 2 1200700067 12000000 849,000.00 S 901,500.00 Unit PrIca Cost 1.110 1.(534 1 Cott 3 107 3 1 CO 1 2' 300.00 S 21.000 00 5 1 03 3 1.00 5 '.2201(115 1.200 00 IFtnIsh SAO 5%151 OtteteAlreo ThrtoTor 55 50 Quantity Lind Unit Pries Cost 1 Unit Pd. i 1.5 3 354,425.00 354,421.001 3 3405X CA i Ls' 6.5000e 0 41,00405l 90.0 Subtotal 360,925.90 Salts Tax 9.5% S 34,287 18 Total Stid Schedule S 395,212.88 11,483,000 00 S 1,916,251.10 S 40,000.00 5 849,000.00 3 1.367,930.94 18,667,112.04 I cast 1 Uns Prwe s 340 003 00 0 453 00: 03 100(0 092 08 S 340,301 00 S 32,347 60 S 312:84340 S 16,030,03093 2 Nottnvmst Colstructian,Inr.... I 04 70504 cost 180000 70 1 10.750,000 00 255,200 CV: 256.260 00 07015 4,50029 14$,$PC 00 196,00300 9003641 9 OW 00 000C 90 2.620.0* 900 00 13.003 60 6000006 SO 000 30 cost 35.000 03 1 35,000.00 3 I 1,285,260.00 3 3.824,207.50 S 33,000.00 3 901,300.00 5 1.395.745 10 17,641.796.60 Cost 1 450.900 03 1. 20000 451,200 42,864 00 494.064.00 10,035,869.60 Page 1 of 4 8 2 A 5 8818,88888g g'gi?.g '2i .41d g 8 8 8,8 Z sti; gr' !g V388 Ss. SS 8,88,8 8 I I s 8 88 $ia 8'8 g i I I Ai ■c 7 888 so eed. vl la§ 88 8 g §ag 1•82. 8,8 g. 888 8 s r ig 8 88 3 0.3 8 3 0 a A 8888'88888 tg.tgg!g.g 121.20 842 u I 8j8 8;88 8 8 8 88 18.28,e8ge..85; 8288 8 1 88,!88 4. 2 i• 55 888 888'8888.8 $888888888 1 8.888888808888'8888 g 8818888888288.88883888888 1 1 88 8 8;88 8 to:,'Is 1 gig gg :8 88888 7.8 VI On VI. OW v.. VI: vl HIN A ,n, 4rt vP .m ..4.: 3,§T; p.:t1 s.' ..1 88.8: 8.8 28 88:8:8 88, 8.3:8 8 8'8. 1g g :sax-4i., n■ ri o'.0 44 .0"...o In ..ve .4'�3'S leo v...0 2 i i:_ ,:A ,.......s s e' sio...' 0.* St ‘1 ,i, 1 6 1 i I J i iii IPA --,5 ..71: ftlllji: r H4 gifl t i 1H .111'1 V S 4:: 5414;1 I ,§1 H 1: 6 i'1"4 eil. Of itil ilittiliill t i a 2 i Al zj=› 1 i tiff( 111. I s e.mn ;111,1 EL:alE1,1 93 1`1;i' g88 88 8 8. 13 88 15 54'.,7 88 §1 Vf 885 8 3. VP! 885 2 9 588 8 2 g g Ji a CITY OF TUKWIIA SOUTHCENTER PARKWAY EXTENSION CERTIFIED BID TABULATION MARCH ti. 2010 Bid Schedule A Public Roadway Improvements 1 Item No.. Mont Doleatifoo 00080000 013 0110 Argo Cott Unit Poo* Cost t Una Pries Cost 1 Al Ro.0.a 1 5.5 0 l300).000� 9 10,000,000.00 1 1“7.5.000 00 11,420000 00 0 11,025.0N 01 0 11,025.00000 0.2 limp:wary 110sion's641 SintnentatilltitifeS0) 0 2 LS 1 0300C.03 0 250.00000 5 400,000.0s 4%04900 7 i 201,0to co 2_01.500.p0 1000 040 43 T00.'1 450102 1 f Cc 9 1.306.00 0 140 3 104o00 A4_ .!fn00:00Ti017'01iii14051sO04000l 1 te s See.coaoS s 50000000 0 010,00E% 25000000 s 2829so c9_,s 202000 00 AS :EIrdisi or EKREcCiVad011 CUL! El 1 0f S 1 L 1 C. 03 0 100000.00 1 si 15000000 0 5000020 '5 1 10005 00 0.13___Spi,Controt, Piivandort, sisl COuntermeisitue513PCt) Plan t LS 0 1000 30 1 10000 00 5 1.100 00 S 1.10000 i 144cw:s 1,50000 Al I POltotinqtsi uiaines.i.i gaits) 20 EA 0 000 1 520000 f 'abo 60 1 1000.00 1 'ICC OC 0 620000 as Poo. C Prciect SctiodAs 0,301rturn Etsf SSO 000i t 50 7 s so 000 no 5 50 03006 s 12000000 50 COO 00 1 30.000 30 i 50000.00 Total Bld Schedule A S 11,826,500.00 0 1 12,419,500.00 Bid Schedule El City of Tukwila Swam Sower Imorovements !menthe., 5.01 1:isolation Clusntits I Unit Un110000 Cost 4 Unit Mrs Cost 4 0001 Pries Cost 1 L,,,151 Solnyuy Uric, CC.01101 1 IS 5 3.0V,000 00 1 3,030.000w Is 3.07 0 003 :-0 3 0 3,075,00220 I 3 3032. MO GI 0 3.115-8,000 CC 1 hi 'Tianott Safes '50 003 CC 50.00000 1 5 t two :.-0 1 5 1.600 00 1 5 30 00i 01 5 so Eco iss I Subtotal i 3,050,000.00 S 3,076.600.00 3,928,660.00 Silts Tex 9.5% S 289,750.00 S 292.277,00 S 373,222.70 Toisl 1348 Schedule il 3.339,150.00 0 3,368,877.00 S 4,301,831.70 Eild Schedule 0 Bulidln n Domolttion Sim Ho. turn DIntettotion Quantity Unt: Unit fries Cost 4 Untt Pries Cat 5 50150 0,505, Coe 1 01 1341lli0e Demeason CorroNes 1 55 5 103 ZOO CO 0 100 000.00 I 5 34 CO0 10 5 20.000.03 1 5 30 100 00 8 50.5000) Total Bid Schedule C S 100,000,50 S 34,000.00 30.100.00 BIB Schedule D Owner-DIrected Work 060 160 HAM 0000V:dm 1300n000 1300n000 Una Unit Pecs Cost 1 Cott Pa 1 Unit Pike co Cost Cott 5 see .09 EST s 100 5 os s .00 _ioos.ta 9 too s 155400.00 .oso.o0 2 100 iss.s?s 00 s 0 wood to 1 1.0 3 50400000 i 00 1040000 1130 0 03 ,P1 90.006 set I s 1000 00.000 oa 0 01,2400u3/111 1006 SWiliissliiisi As:.,:f id aso cs 3230 5 nem CO 5 --3I63--;-1- 60 006 00 1 i oo S 040.00000 9 31 30 1 310,03000 s. ,...,.De iisaiseetliet As Btrectiti 60.000 i 661 1 0.00 50,000 CO 5 1.1 Q 6000000 0 5000 60.000 00 1. 00 '6 iorroff 12 00 1 .240,0000 3 1100 1 13003000 ee 07 SCOW/ Sp14$ 90000 'Teti 20 DO 200,C00 03 5 200,000 00 0 2100 0 25000000 0 i 10 87400000 Pi 0.5413.3 Cost 0'4•4:13nzs' Tmisi$ t 1 cAte s 120 030 00 '8 1206360 120.00002 1 020 030.00 I 120 .003 02 15 021100000 Tot41 Bid Schedule 0 1,210,000.00 1,200,000.00 S 1,115,000.00 818 Schedule E Project Additives (u 0400119W In Special Provistons Division 10 H1061)0* Water District Water Improvements 8650 tio: nem ileeertotion Clusntliv 0015 50105 0000 COM USIll PM* Untt f•nr,s cost Cost it Stobiesatoo 0 t LS 2 1,coa os 0 1.000 00 3 03.3C0 00 62000 03 5 30,000 00 0 60000 03 1 :Sr t LS 0 300000 8 200056 5 14440 62. 0 16:20000 0 30.009: co s 30.90930 ssm m 04 3 ,.f.lc•:? 0 06 0 .2:4 oa :T 102C 0 00 0 3.30003 5 0 0 4100 S 072,310.03 i 6 D4 F urnish awl trotes Docess 1. Pipe 380 WWI Main 14 R. Dismat ro 620.630 00 94 00 5 77197*U11106860fliit115 D0055111i pipayoiriws giin't2 to. Diameter 3,370 90 s .9AA, .196.0,0390 i VICO 0 230906.63 s 50 00 5 .00 0 6108003 0 26000.00 Ea INiiiiiii siii Install Cott* Yon fps tot1N ,suwmt.n 0 la Diameur 1050 f LF 0 _So da s 60100 95 .00 2 si 00: 0 7400 3.4 It 62 8K o:d idaii Velie 6 Via96116x Er iitneit Gate What Use* eta 5 1 EA 3 000150 9 103,00000 3 50010 S 04.650.170 'S 3.000 o0 7 00 0• 03 9 5 000 le r EA i 2 00300 5 34100000 1 1'00003 1 3600060 5 5000 0.0 0 69 .4405e qa WM> It Value Bea 12 EA 0 120000 1440056 0L0o xi 1 1140100 1 152003 0 13.20000 "tio"_ts9ist c999949:0sysmi fiss 9 Iwo 00 5 2.000.00 1347 to 3 200100 0 7545013 '1 642*8145440564 s 4 50,1o.: 8 a IR Ott 5 450000 3 1.213 Co 1 E12 ,14Oce AsSernoty 7 300 4203000 4 2103. 00 3 1150050 3 51:.•0 00 21100 00 l 611 Fire iiedraotAttemtly 52 EZ 1 4. 0 5.00C Cd 15 21200000 5 4,720 30 3 249.10000 3 D0f,..00 5 _100000.00 ala Serace cceinecoons, Str to i* 6 "sa e' EA 0 6,Ess600040 0 0000 55 0 :.71:4 CO 5 10,20000 5 1 X!0 E 3373 COnnipeos.;' 3,900 Ob s 190002 4, Sheba a we Co 650 2.46enCoreeateirost a4r Visite ArteeretA/ 82 EA 0 3000 00 9 .00000 1 t 30000 00 s 4.,0100 r 40200 0 030 30 s Ell Adetorai Wrap Wm adettes 110000 LB 0 4 40 0 1000000 4 Efi AtaiecT5 aeriots 0,000 Os 0 sTE 0' '3$1..coo w oo 6000o S i0.003 00 400 5 404 :11 tesoo.00 45) 5 20.000 co 659 6120 ;Aeancon Epano Priv suiaan _Ironic:vs Esteeog fee Hyliwit 6 EA 0 2 EA 3 60000 5 2 2 0 4 00° 00 0 0 3 500000 3 3.200 00 0 a0o3 l. w oo s N.00 1 11i thasotuimi ot UbetvCosiatios 1 FA S 53 C20 00 t 3000000 S 0003003 S 00.00063 1 50023 Cc ,..0 *0 56000 1001000601 10 1,389.060.00 3 1,511,810.00 S 1,501,780.00 Saks 'Tar 9..5% 5 131,960.10 S 142,954.10 Total Bid Sehatuts E S 1,521,02070 S 143.621 95 S 1,635,435.65 S 1,637,134.10 Seachleultuon. In CoettectorBid Proposals (5)850110 Etror ot sales tat eatutottort ex Sonoma, 9 12)5103110 Ems ot summeocio of scheao's totes kr 909014.1.4 oase bid Juice, (3) 02,636 Eves tri hid 652111.001 far Item Ea (4) $0.01 Eno/ in Wes tax oskutation tor 3.3*ools, F Cutlfedby 4 M. Si. John, P.d. DINO Evans end Ascot-Wu, Mr. P5,7101 ."....04006.31on 201601110s Settedols A brought 504.ssrE Schedule IibrOught forward Schedule 0 brought forward Schedule TS brought feAlaId Schedule 15 brought forward TOTAL RASE BID PRICE Bid Schedule F Project Additives (as desenbed 10 $eeclel Pccalelellh Division 10 City of Tukwila Water Improvements 1 Itern No. 600 Descritatoo i chard* ono Unit PM* 0080 0 Ufa Peica cost 1 008 000 Cost 1 81 ;C404 W0SOf (ne 09sp0i50 1 LS 3 20040G00 5 20000000 1 5 230.000 101 330.00000 1, 1 595.0700 085070 00 los I 1 52 oth Sem 1 LS 3 1 a 3 1.5.00 00 1 7 WOS O 8 2 600.00 1 5 13 600 03 3 Er oots oa Subtotal S 201,000 00 S 332,600 00 705,970 00 0.140 750 9.5% S 19.095 00 S 31,59700 5 67,067.15 Total Bid Schedule F 3 220.095.00 S 364,191.00 773037.15 TOTAL BID IVITII ADDITIVES 10 18,211;366.10 Om )51/00 741031oonts1n Coottactots,10c 1 ICON Sittitis:5 S 11,826,500.00 S 3 339.750 00 5 100,000.00 S 1.3)0,060 50 S 1,521,020 70 17.997,270.70 S 12,232,600 00 S 3,368,877.00 S 34,000.00 S 4200,000 00 1,615.431.95 18,480,908.95 1 011101 Rosoutros, 5.0.0 S 12019,500.03 S 1301,882 70 30,10000 S 015,000 00 1.647,734 10 S 19,614,216.80 18,866.106.95 S 20,287,263.95 Pus 3 ot CITY OF TUKWILA- SOUTHCENTER PARKWAY EXTENSION GERTIHED WO TABULATION W=1110.1010 Etid Schedule A Public Roadway Improvements !kens No. ittin000410600 Owns& 000 Urt$ Pric. Cost 1 A l „R 1 US S ;I 001,300 09 5 9.007,005.00 A2 Imponny Stows and $4.2mattatton Contiel trEsc} 1 LS i 0 275,Koos I 2/5.CCO.00 A3 .Tmino0 ...IPI.. 144 .1,4 470 kazoo° 0.4 Tiintioratitiink acnna 1 'T Ls oss.00coo s 420.00000 iSbalne or Essavalso S1044.8 1 I )0 3 i.000 10 1 5.00540 AS 006 COntliA Ann coursisisiiiiiiiiTiOd4ASS 1 it S' Sco0 (9, s 0 ozo o3 A7 _Pothatins fc4 USASis• Ai tAssi34 20 EA 200000S 0000 00 0,6 Pne C Prokini Schitino 0080is70 8i5110 0020 i Ls 5 170 no 0 106,000 53 Tetra 13) Schedule A S 13,914,005.00 Bid Schedule 13 City of Tukwila Senitary Sewer Improvements 16001 Mo, 134en CtsstrIntion" Chant& Unit 8003 0360 Cost 1 81 itlinAvy $4441 1 00 5 0.6i3 5. 07 6653000001 82 -17.46 Sent Subtotal 3,630,000.00 Sales Tax 0.55'. S 340,360,00 Tote Bid Schedule B 5 6.228.160,00 Bid Schedule C Demolition 0.03 *0. Rent Otstriodon 1 01 tie.,/t4no aernoltoon CoenoW4 Bid Schedule D Owner•DIrected Work 0003 No. 0010 051001003011 OusotEly Unit Unit Prin• C04t ,7 PS 0 00.0 03 EST 3 1000 100.000 00 _Di ifiesonntan 0/ u042r 1 80,000 1 EST 100 50.000.00 bs "'pro/Amy Rook:4ton 114 Unttstalts Ch anti 6030110101. Data i 10,044 CY S 37.00 S 37000300 vs ,TEoporoSiO ESOisiSOO,,As ti 00,000 esr is° 8 40050011 _De :dram heriow 80.aoo 00N S 11 20 0 224.000.03 037 Duasy SpatS 10000 TON 1370 S 13700003 Di 3altCost lincOPesisSitrt 1 CA1C tioC6360 i i iis so da Total Bid Sehedule 13 5 1,141,000.00 Bid SehedUle E Project Additives (es described In Special Provisions Division 10 Hipline Water District Water Improvements item tro taw basessaen 0004879 Untt 8.111 Cost El Jscosssasco 1 1 18 s 70.00000 3 20,00000 02 )7444)011 Safety Sygetrt 1 1 LS 5,00000 3.000.06 63 .q 3 115A 613491 13 44jilsiit«r 14 EA S 2400000 33.60140 E4 Furn:th sr4 Inse.01 Duttia Yon )0mlor:P$39$ Ma$: le le Olameter 8,630 LF 5 5500 0 5$5.350.00 05 :,:ehtu.sh in4 Ingett Doetie inn 91p0fec Neetac juoi /Eh, G.ioOOO.; 3,370 1 IF 0 40_1: 2:0i,itele ES jrtsp.O 'and trisi*0 Osidli110/11 !OS (Or iywor Min o to. pi tom 10 s strod e; s 40 49000 7 1 i Itsch Gate )4,24 S intill 804 10 SA 7,000 3 i17,030.08 00 6411311G6e VON 8 Ups Sat 12 EA E 3 1 2 40100 1 16.00 03 010 Oirichrfailielii4Swrstsis 2 80, 011 _,104A31161etseculAesinUtty j F Z 5 '7 1 74i 0 01 1 4 3 2000 00 "1113 4.1105l$.0e1lA4.001b0y 1 al 613 Tv* 4litilint Astemity 53 00 5 (1 00 3 1" 243000 00 1114 Sente Cosnlicbons. 5/4, to 1' 6 EA :s tss: So 1 30.600 00 Eta Senice gennesoons. 7 1 LA 3 0000 00 ',s sorrow 116 2-in08cos00natenA&va500membly 32 ty,i'l 8 302.5, s ./z000 oo "fiS A4/Eoiut wawa WA moss 30,040 tie 0 S 0 0 Tea at 71.60001016■6064.42.404 610_ ReniDee Sidstso SS° ittOrant Sao ;teapot. Exams PR3t sue*, ES/ 'Riiionioo 03 mow coon.% Cluantitv One I Urut MO* 1 LS 10 03 01302 Terri 004 Scht4ole C koos Ls lo 110 I _V* 30 000 00 5 SubtOtai Se55140 9300 Total Rid Schedule E Schedule A bleu& foneard Schedule II brought forwent Schadolt C brows famard Sthedult D Nought tometrd Schedule 1: brought forward TOTAI. BASE BIB PRICE Bid Schedule F Project Additives (as described In Special Provisions DivIllort 10 City of Tukwila Water Improvements Hum NO. tient LIssesiotten 03000577 1 Unit I Fl Cly0( Camp** 00 Tom& Safety Allscsicattons Cortatetor Ski Proposals (i) 360.440 Eno, In aes tix tattlit41041 SxS4600t03 (2)048010 Emu' tinnmation sthecinia totals toresforrnale osse 815 0600. (3) 52.533 Emu nt ettestven 04461 64 (4)30,01 Croy )n.006031o8010051000 6624660003 1 0 0.00. 00,050 Con35,0000 15. est 30000.00 35,001,00 Sceoo 1.300.00 0.00000 50030.00 1,460,54100 132.751.30 1,599,291.30 S 13,914,003 00 S 6,22060 00 S 35,00000 1,141,00000 S 1,599.291.30 22,810,46830 000 Priat Cost I C1 00 S 670.l0130 OW s 1 000 (10 Subtotal S 600,707 0410 l'as 933/4 5 64,667.37 1 Total Old Schedule 5 745,374,17 TOTAL BID WIT!, A ODIT1VES 5 2303,030.47 00004010 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth, P,E, Bidder's Information Bidder's Name: Scarsetta Brothers 2. What was the contract value? $11,000,000 3. How did the contractor perform? They did well. Earthwork is their speciality. P:1i1TUKA000000011070OBLl71SCP Bidder Reference Check Form set up for printingxls Reference Information Firm: City of Kent Contact: Peter Teneretli Phone No.: 253 -856 -5535 Project: Pacific Hwy South HOV Lanes 1. Please provide a description of the work the contractor performed. Widen existing roadway from 4 to 6 lanes. 2 miles long. Work included earthwork curb, gutter, sidewalk, illumination, undergrounding utilities, median, landscaping, storm drainage, paving, striping, and signing. 4. How was the contractor /supervisor to deal with throughout construction? Rick Krier was the superintendent. Peter has worked with him several times in the past. Sometimes he is too assertive but overall he is fair and is reasonable to work and deal with. 5, What was the level of shoring? Not much shoring.was done on this project. But based on experience with other projects, Scarsella owns their own boxes. They do not like to put their money in shoring but in other pay items. Page 1 of 6 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth, P.E. Bidder's Information Bidder's Name: Scarsella Brothers 6. Were there any site safety issues? No safety issues. 7. Did the contractor complete the work on -time? Yes they completed on time and within the budget. 8. Did the contractor have the appropriate equipment to do the job? Yes 9. What is your claims experience with the contractor? They are not a claim happy contractor. They like to be treated fairly. Scarsella are reasonable people. 10. Were any federal funds involved with this project, and if so, was the appropriate documentation provided? Scarsella provided the proper documentation but Kent had to force them. Basically, Kent used the strategy if the appropriate documentation was not provided then payment was with held. Advise Peter to be tough at the beginning of the project. P:1ri7UKA00o0000110700BLO\SCP Bidder Reference Check Form_set up for pnMing.xls Reference Information Firm: City of Kent Contact: Peter Tenerelli Phone No.: 253- 856 -5535 Project: Pacific Hwy South HOV Lanes Page 2 of 6 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth, P.E. Bidder's Information Bidder's Name: Scarselta Brothers Reference information Firm: WSDOT Contact: John Chi Phone No.: 425 489 -5400 Project: SR 9 176th to Marsh Rd I/S 1. Please provide a description of the work the contractor performed. Widen existing roadway from 2 to 4 lanes. Work items included earthwork detention pond, MSE wall, stream realignment, 84 inch culvert extension, traffic signals, illumination, paving, striping, and signing. 2. What was the contract value? $20,000,000 3. How did the contractor perform? They did a good job. WSDOT had a good relationship with Scarselta. 4. How was the contractor /supervisor to deal with throughout construction? Superintendent was reasonable and friendly. Scarselta was helpful with issues. One area need to work on is their environmental awareness. There was a fine issued on the project. 5. What was the level of shoring? Very little shoring was on the project and it was done by a subcontractor. ScarseNa is safety conscience. P:MTUKA0000000110700B1D1SCP Bidder Reference Check Form set up forprinhng.xis Page 3 of 6 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth. P.F. Bidder's Information Bidder's Name: Scarsella Brothers 6. Were there any site safety issues? None 7. Did the contractor complete the work on -time? Yes 8. Did the contractor have the appropriate equipment to do the job? Yes 9. What is your claims experience with the contractor? No claims on the project. 10. Were any federal funds involved with this project, and if so, was the appropriate documentation provided? Federal funds were not included in this project. However, Scarsella is provided all the necessary documentation for the project. P:HITUKR00000001%07008LD\SCP Bidder Reference Check Form_sel up for printing.xls Reference Information Firm: WSDOT Contact: John Chi Phone No.: 425489 -5400 Project: SR 9 176th to Marsh Rd US Page 4 of 6 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth, P.E. Bidder's Information Bidder's Name: Scarsella Brothers 1. Please provide a description of the work the contractor performed. Road improvement project, 1 mile of new road, widen existing roadway. Work items include earthwork, curb, gutter, sidewalk, illumination, concrete and asphalt paving, intersection reconstruction. 2. What was the contract value? $10,000,000 3. How did the contractor perform? Project went well. There were some problems with erosion control. 4. How was the contractor /supervisor to deal with throughout construction? Rick Krier was the superintendent. He was very knowledgable. He was working on too many projects and Kent had to stay on top of him to keep focus on their project. 5. What was the level of shoring? Yes there was shoring. No issues with shoring was encountered. P d\TUKA0000000fl0700BLMSCP Bidder Reference Check Fotm set up for printing.xls Reference Information Firm: City of Kent Contact: Chad Bieren Phone No.: 253 856 -5500 Project: S 228th St/S 231 St Page 5 of 6 Bidder Reference Check Form Project Name: Southcenter Parkway Extension Project Project Manager: Scott Soiseth, P.E. Bidder's Information Bidder's Name: Scarsella Brothers 6. Were there any site safety issues? None 7. Did the contractor complete the work on -time? Yes. Punch list items was difficult to complete, 8. Did the contractor have the appropriate equipment to do the job? Yes. There is one of their strong assets. 9. What is your claims experience with the contractor? No issues. P:UITUKA0000000110700BLEASCP Bidder Reference Check Form_set up for printing.xls Reference Information Firm: City of Kent Contact: Chad Bieren Phone No.: 253 856 -5500 Project: S 228th St /S 231 St 10. Were any federal funds involved with this project, and if so, was the appropriate documentation provided? No federal funds. Page 6 of 6 Southcenter Parkway 04/5/10 Federal Funds State CERB State Capital Projects TIB City GO Bonds Expenses Schedule A roadway Schedule B sanitary sewer Schedule C building demo Schedule D owner directed Schedule E Highline water Total Base Bid Schedule F Tukwila Water Total Base Bid with Additives Construction Management (15 Contingency (15 Design costs (DEA Supp #8, #9) On -call design (DEA, in KBA contract) Design costs (Highline) PW Proj Coordinator support PSE Schedule 74 City Construction Management TOTAL COST 8% for Highline water City Water Fund Revenues Total Grants City General Fund* Federal TIB grants for design TOTAL *Supplements 1, 2, 3 Original DEA contract ***Add City CM, Water Fund, City GF? Scarsella Bros Inc Bid 11,483,500.00 1,916,251.10 40,000.00 849, 500.00 1,367, 930.94 15, 657,182.04 372,848.60 16,030,030.64 2,308,750.00 2,404,505.00 599,713.00 215,200.00 116, 756.00 125, 000.00 241,400.00 300,000.00 $22,341,354.64 Original 3,683,000.00 6,000,000.00 3, 980, 000.00 5, 000, 000.00 6, 000, 000.00 24,663,000.00 620,000.00 350,000.00 $25,633,000.00 Reimbursement By City Responsibility Highline /Segale (not Tuk So) 1,367,930.94 109,434.48 55,927.29 116, 756.00 62,500.00 241,400.00 1,898,021.42 Spent/ Unavailable 3, 000, 000.00 1, 944, 070.00 625,337.00 345,800.00 $5,915,207.00 Division of Costs 372,848.60 300, 000.00 728,775.89 Available 3,678,627.00 6,000,000.00 3,980,000.00 2,000,000.00 4,055,930.00 Revenue Less Expenses 0.00 0.00 $19,714,557.00 Tukwila South (City Grants Bonds) 11,483,500.00 1,916,251.10 40,000.00 849,500.00 2,143,388.24 2,404,505.00 599,713.00 215,200.00 62,500.00 1 9,714,557.33 $19,714,557.00 19,714,557.33 -$0.33 City of Tukwila TO: Mayor Haggerton Transportation Committee FROM: Public Works Director. DATE: March 31, 2010 ISSUE BACKGROUND DISCUSSION RECOMMENDATION Attachments: Project Application 2010 CIP Page 9 INFORMATIONAL MEMORANDUM SUBJECT: Boeing Access Road Over BNRR Bridge Replacement Project Project No. 94 -RWO8 Grant Application Authorize the submittal of a grant application for funding from the Federal Highway Bridge Program to replace the Boeing Access Road Bridge over BNSF Burlington Northern Railroad (BNRR). The Washington State Department of Transportation has issued a Call for Projects to compete for approximately $70 million of Federal Highway Bridge Program funds. Tukwila currently has only one (1) bridge that qualifies for funding. The Boeing Access Road Bridge over BNRR is structurally deficient and is programmed in the City's 6 -year Transportation Improvement Program (TIP) and the Capital Improvement Program (CIP) for replacement beginning in 2011 (contingent upon available funding). A project funding application was submitted in 2008 and was unsuccessful in receiving funds. Grant Applications are due by April 30, 2010. A preliminary grant application totaling $30,734,000.00 has been prepared. The Call for Projects indicates that 20% in matching funds should be assumed. This would require $6,146,800.00 in local matching funds. The grant application assumes that the project start would be delayed one year to 2012. Discuss with the Transportation Committee the decision to authorize the submittal of a grant application for the replacement of Boeing Access Road Bridge over BNRR. W:\PW Eng\PROJECTSIA- RW RS Projects \94RW08 BAR Br Repl \BRAC Application\2010 Application\Grant App memo TC 3- 30- 10.doc Jim Haggerton, Mayor Federal Highway Bridge Program Project Application Agency Name: City of Tukwila Bridge Name: Boeing Access Road Bridge Number: 0 0 0 0 TUK12 Contact Person: Robin Tischmak Phone: 206) 431-2455 (Sufficiency Rating: 21.86 SD 1 Structure ID: 08002500 Brief Project Description (including bridge replacement type) Rep1arP t-.hP BrPtng— A.ccPsR R_o_a_c_bri dgP nvP.r railroads (both BNRR_� TT_PRR) wi th —a —p� Pmt rPRRPd non_c_r .P g±r.d Proposed Length: 3 6 4 Width (Curb to Curb) 8 8 Rehabilitation /Replacement /Preventative Maintenance Projects PE Costs (approx 25% of total) $3,500,000 (Soils, Environmental, Design Documents, Plans Prepara n, etc.) Right of Way Costs (Purchases, Relocation and Construction Easem Pick one of the following: Q Replacement Candidate o Rehabilitation Candidate 10 Preventative Maintenance Scour Mitigation Electrical Mechanical Seismic Retrofit Bridge Strengthening Deck Repair Painting N Construction Costs (Environmental mitigation, approach cost! structure costs, etc.) Construction Engineering (18° 0 Contingency (15%) 41A Mobilization (10 Inflation Factor 5% per year, based on projected Ad date below Please send copies of the latest inventory and inspection reports, load ratings summary, accident data, any other pertinent information, and electronic photos (640 x 480 pixels minumum .jpg) with this questionnaire by the due date specified in the cover letter. $17,800,000 $3,204,000 $2,670,000 $1,780,000 $1,780,000 Total Rehabilitation /Replacement /Preventative Maintenance Project Costs:* $30,734,000 If a Rehabilitation, what would be the Replacement cost for that same structure (including PE, Right of Way, and Construction)? Realistic Start Dates (Month, Year): Preliminary Engineering 1 Right of Way Purchases 1 Construction Apr 2012 1 Sep 2013 Projected Advertising Date (Year): 2014 Project cost estimates may be updated on this form until October 31, 2010. Provide comments below Apr 2014 r a rri P� ��r�.l__ar_ P r A a3 r_� t n� a id all r1 c 4 n r i r l d. l E r. r l a rP? Lt 111a.fa r t i :�g T arP ri v� 3.].[Cl, r P IDoP'� �est rrn q CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2010 to 2015 PROJECT: Boeing Access Rd over BNRR Bridge Replacement LINE ITEM: 104.01.595. .51 PROJECT NO. 99410408 DESCRIPTION: Replace the existing bridge with a 340' long concrete or steel bridge structure. It will be 110' wide curb to curb and have sidewalks on both sides. The existing bridge is structurally and seismically deficient. Several pedestals are leaning, have concrete JUSTIFICATION: spalls, exposed rusty anchor bolts and reinforcements and some cracks. The existing railings do not meet standards. Type, size, and location draft report (specifically required for bridges) was completed in 2005. Federal grant STATUS: application was submitted in 2008. City will continue to submit application for funding as federal bridge funds are made available. MAINT. IMPACT: Maintenance will be reduced. COMMENT: New bridge will be constructed in phases to allow continued traffic use. Construction of projects over $10 million are only funded at 80% for federal funding. A Bond issue will be required for the City match. FINANCIAL Through Estimated (in $000's) 2008 2009 2010 2011 2012 2013 2014 2015 BEYOND TOTAL EXPENSES Design 52 1,750 1,750 3,552 Land (R/W) 0 Const. Mgmt. 1,602 1,602 3,204 Construction 12,015 12,015 24,030 TOTAL EXPENSES 52 0 0 1,750 1,750 13,617 13,617 0 0 30,786 FUND SOURCES Awarded Grant 0 Proposed Grant 1,400 1,400 10,894 10,894 24,588 Bond 350 350 2,723 2,723 6,146 Mitigation Expected 0 City Oper. Revenue 52 0 0 0 0 0 0 0 0 52 TOTAL SOURCES 52 0 0 1,750 1,750 13,617 13,617 0 0 30,786 c Project Location 2010 2015 Capita! Improvement Program 9 TO: Mayor Haggerton Transportation Committee FROM: Public Works Director DATE: March 31, 2010 SUBJECT: 2010 Standard Specifications Ordinance ISSUE BACKGROUND DISCUSSION RECOMMENDATION City of Tukwila Attachments: Draft Ordinance Ordinance No. 2193 INFORMATIONAL MEMORANDUM W: \PW Eng \OTHER \Contract Boilerplates and GSPs\WSDOT APWA Std Specs\2010 Tukwila GSP's and Contract Boilerplates\Info Memo TC.doc Jim Haggerton, Mayor Local agencies utilizing federal funds for transportation contracts must incorporate and adopt the 2010 Standard Specifications, as published by the Washington State Department of Transportation and the Washington State Chapter of the American Public Works Association (WSDOT /APWA). Previously, the 2008 WSDOT /APWA Standard Specifications for Road, Bridge and Municipal Construction was adopted by City of Tukwila Ordinance No. 2193. The 2010 edition of the Standard Specifications has been published by WSDOT /APWA. City staff has revised and updated our construction contract boilerplate documents and General Special Provisions (GSP's) accordingly. Local agencies must adopt the 2010 Standard Specifications for use in all federally funded projects advertised after April 1, 2010. An ordinance has been drafted to adopt the 2010 edition of the Standard Specifications, General Special Provisions and Construction Contract Boilerplate documents. This ordinance also repeals the previous Ordinance No. 2193. The Council is being asked to approve the ordinance adopting the 2010 edition of the Standard Specifications and consider this item at the April 12, 2010 Committee of the Whole meeting and subsequent April 19, 2010 Regular Meeting. 6 Li AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING TUKWILA MUNICIPAL CODE CHAPTER 16.34, ADOPTING THE 2010 EDITION AND ALL FUTURE AMENDMENTS OF THE STANDARD SPECIFICATIONS FOR ROAD, BRIDGE AND MUNICIPAL CONSTRUCTION, SETTING NUMBER OF COPIES TO BE HELD FOR PUBLIC REVIEW; REPEALING ORDINANCE NO. 2193; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Tukwila utilizes standard specifications for the construction of public improvements, as well as supplemental requirements; and WHEREAS, the City has previously adopted standard specifications, most recently by Ordinance No. 2193; and WHEREAS, more current standard specifications are provided by the Washington State Department of Transportation and American Public Works Association, Washington Chapter; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. TMC Chapter 16.34, "Road, Bridge and Municipal Construction Specifications," is hereby amended to read as follows: 16.34.010 Adopted. The 2010 edition of the Standard Specifications for Road, Bridge, and Municipal Construction, prepared by the Washington State Department of Transportation and the Washington State Chapter of the American Public Works Association, as presently existing or as may be subsequently amended, is hereby adopted as the Code of the City of Tukwila, Washington, for regulating the construction and maintenance of public works, including streets, bridges, sanitary sewers, storm sewers, water distribution, structures and other public works. The Public Works Director may allow the use of American Institute of Architects (AIA), Construction Specifications Institute (CSI), or other building and facilities standard specifications, on a case -by -case basis. 16.34.020 Copies to be on File. Not less than three copies of said Standard Specifications and City of Tukwila supplements shall remain on file for use in examination by the public in the Public Works Department. Section 2. Repealer. Ordinance No. 2193, as codified at TMC Chapter 16.34, is hereby repealed. Section 3. Severability. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance or its application to any person or situation should be held to be invalid or unconstitutional for any reason by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this ordinance or its application to any other person or situation. Section 4. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 2010. ATTEST/ AUTHENTICATED: Christy O'Flaherty, CMC, City Clerk APPROVED AS TO FORM BY: Office of the City Attorney W: \Word Processing Ordinances \Standard Specs Adoption 2010.docx RT:ksn 03/31/2010 Jim Haggerton, Mayor Filed with the City Clerk: Passed by the City Council: Published: Effective Date: Ordinance Number: Page 1 of 1