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HomeMy WebLinkAboutReg 2003-03-17 Item 8C.2 - Contract - Tukwila Urban Center / Transit Oriented Development Fiscal Analysis with ECONorthwest for $59,928.26Meeting Date Original Sponsor: I Timeline: Sponsor's Summary: Recommendations: Sponsor: Committee: Administration: I Cost Impact (if known): I Fund Source (if known): COUNCIL AGENDA SYNOPSIS Meeting Date March 11, 2003 Ft CAS Number: 03-033 I Original Agenda Date .�1 i:^ k< �nl s�^ 9, k :"'n.ui:a..,.._:.r.:.i.::nc 7C -S Initials 1 Prepared) 1 Mayor's review 1 Council review 1 1 Lm( 4j I Pia" I ()i.e. 1 1 1 1 I 1 1 1 1 1 1 ITEM NO. March 17, 2003 Agenda Item Title: Approval of contracts with Freedman Tung Bottomley (FTB) and ECONorthwest (ECO) for Phase II services on the Tukwila Urban Center/Transit Oriented Development plans. Council Admin.xx Contract approval by March 17, 2003. Approval of the contract for services with FTB and ECO in order to complete the Phase II land use /urban design and fiscal analysis portions of the Tukwila Urban Center/Transit Oriented Development (TUC/TOD) nlan workprogram. Authorize Mayor to execute approval for contracts for services at the Council's regular meeting on Marrh 17 7003 CAP recommended approval of contracts on February 25, 2003, and forwarded to COW. FTB fees are $352,338.14. ECO fees are $59,928.26. Total cost is $412,266.40. TCSP funds (federal grant) of $1,486,961. Wed Action 1 Meeting Date Attachments 3.1'703 Memo to Council RE: FTB and ECO Phase II contracts for services related to the TUC and TOD plan 3.1703 Copy of Memo to CAP RE: FTB and ECO Phase II contracts for services related to the TUC and TOD plan 3.1.703 Minutes of CAP meeting, February 25, 2003. Background City of Tukwila Department of Community Development Steve Lancaster, Director To: COW Councilmembers From: Steve Lancaster, Director Date: March 5, 2003 Subject: Freedman Tung Bottomley and ECONorthwest contracts for Phase II services on the Tukwila Urban Center /Transit Oriented Development plans At their February 25, 2003 meeting, CAP reviewed: The need for a redevelopment strategy for the Tukwila Urban Center (TUC), as well as a more detailed plan for the area designated for transit oriented development (TOD) around the Longacres commuter rail/Amtrak station. Status of the planning effort Phase I work completed. Award of the federal TCSP grant ($1.5 million) to complete the planning process (Phase II) and begin plan implementation. The role and cost of the consultants, Freedman Tung Bottomley (FTB) and ECONorthwest (ECO), in Phase II. An overview of the Phase II planning process, including public involvement and key points in the process for council and planning commission participation. As a result of their review, CAP authorized Staff to submit FTB's and ECO's proposed scope of work and contract for services for the Phase II planning process to the City Council for their review at the COW meeting on March 10, 2003. CAP also directed staff to correct two spelling errors. These changes are reflected in the attached contracts. Phase II FTB Tasks Steven M. Mullet, Mayor FTB's expertise is in land use and urban design. FTB's Phase II work will build upon the consultant team's Phase I work and involve: 1) facilitating eight public workshops (four each for the TUC and TOD); 2) facilitating three joint planning commission/council worksessions (including a briefing on the results of their existing conditions analysis, Phase 6300 Southcenter Boulevard, Suite #100 Tukwila, Washington 98188 Phone: 206 431 -3670 Fax: 206- 431 -3665 I); 3) attending team meetings; 4) preparing and refining redevelopment concepts for the TOD and TUC; 5) preparing tailored development standards and design guidelines for future development in the TOD and TUC, including bringing forward FTB's work on the design of the proposed Penny's and Mall redevelopment projects; 6) identifying capital improvements; 7) coordinating with consultants preparing the environmental review of the plan; and 7) writing and assembling the draft and final TUC and TOD plans, design guidelines, and development regulations. Phase II costs for FTB are $352,338.14 and will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. ECONorthwest Tasks ECO's expertise is in real estate market and fiscal analysis. ECO's Phase II work builds upon completed work to date by: 1) updating the retail portion of the market analysis for the TUC/TOD area (incorporating the proposed Penny's and Mall redevelopment projects); 2) ensuring that the land use scenarios are consistent with the long -term market analyses; 3) preparing a fiscal impact analysis of the recommended plan; 4) preparing a financial allocation strategy to assist Council with the ranking, budgeting and implementation of capital improvements; and 5) attending team meetings. Phase II costs for ECO are $59,928 26 and will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. Additional Phase II Contracts Staff anticipates forwarding the contracts for the following Phase II services in the coming months: Environmental consultant to prepare the planned action supplemental EIS for the TUC plan. Transit consultant to prepare a transit plan for the TUC that serves existing and planned uses and connects the urban center with the multi -modal station at Longacres. These projects will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. Pronosed Next Stens 1. COW forwards FTB's and ECO's contract to the consent agenda for Council approval at their regular meeting on March 17, 2003. DOT Form 140 -089 EP Revised 12/99 Local Agency Standard Consultant Agreement Agreement Number LA 5377 Federal Aid Number TCSP TCSP (010) Agreement Type (Choose one) Lump Sum Lump Sum Amount Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method Actual Cost Actual Cost Not To Exceed Fixed Rate Fixed Fee 27,142.23 Specific Rates Of Pay Negotiated Hourly Rate Provisional Hourly Rate Cost Per Unit of Work WITNESSETH THAT: 1.8149 Consultant/Address/Telephone Freedman Tung and Bottomley 47 Kearny Street, Suite 500 San Francisco, CA. 94108 5522 WHEREAS, the AGENCY desires to accomplish the above referenced project, and Page 1 of 8 415- 291 -9455 Project Title And Work Description J I Transit Oriented Development at Longacres/Tukwila Urban Center Plan Prepare land use /urban design plans, implementing regulations, and capital improvement plans; conduct public involvement; and participate in environmental review. DBE Participation Yes El No WBE Participation Yes No Federal ID Number or Social Security Number 943049404 Do you require a 1099 for IRS? Yes No Total Amount Authorized Management Reserve Fund Maximum Amount Payable WHEREAS, the CONSULTANT represents that he /she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, e /a Completion Date May 30, 2004 THIS AGREEMENT, made and entered into this day of between the Local Agency of City of Tukwila Washington, hereinafter called the "AGENCY" and the above organization hereinafter called the "CONSULTANT WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 352,338.14 352,338.14 GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall fumish all services, labor and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II SCOPE OF WORK The Scope of Work and project level of effort for this project is detailed in Exhibit"B" attached hereto, and by this reference made a part of this AGREEMENT. III GENERAL REQUIREMENTS All aspects of coordination of the work of this AGREEMENT, with outside agencies, groups or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups or individuals shall be coordinated through the AGENCY, The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY or such Federal, Community, State, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum number of hours or days notice required shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "B" attached hereto and made part of this AGREEMENT. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. Goals for Disadvan- taged Business Enterprises (DBE) and Women Owned Business Enterprises (WBE) if required shall be shown in the heading of this AGREEMENT. All reports, PS&E materials, and other data, fumished to the CONSULTANT by the AGENCY shall be returned. All designs, drawings, specifications, documents, and other work products prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT and are property of the AGENCY. Reuse by the AGENCY or by others acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV TIME FOR BEGINNING AND COMPLETION The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULT- ANT, but may be extended by the AGENCY, in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V PAYMENT The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "C" attached hereto, and by this reference made part of this AGREEMENT. Such payment shall be full compen- sation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work The CONSULTANT shall conform with all applicable portions of 48 CFR 31. VI SUBCONTRACTING The AGENCY permits subcontracts for those items of work as shown in Exhibit G to this Agreement. Compensation for this subconsultant work shall be based on the cost factors shown on Exhibit G, at- tached hereto and by this reference made a part of this AGREEMENT. The work of the subconsu @ant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non- salary costs and foxed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section V. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any other relationship. VII EMPLOYMENT The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working sorely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consider- ation, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability, or in its discre- tion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered Page 3 of 8 employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may or might arise under any Workmen's compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a foil or part time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Depart- merit of Transportation, the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII NONDISCRIMINATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employ- ment or for services because of race, creed, color, national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employ ment upgrading, demotion or transfer, recruitment or any recruitment advertising, a layoff or terminations, rates of pay or other forms of compensation, selection for training, rendition of services. The CONSULT- ANT understands and agrees that if it violates this provision, this AGREEMENT may be terminated by the AGENCY and further that the CONSULTANT shall be barred from performing any services for the AGENCY now or in the future unless a showing is made satisfactory to the AGENCY that discrimina- tory practices have terminated and that recurrence of such action is unlikely. During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows: A. COMPLIANCE WITH REGULATIONS: The CONSULTANT shall complywith the Regula- tions relative to nondiscrimination in the same manner as in Federal- assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorpo- rated by reference and made a part of this AGREEMENT. The consultant shall comply with the American Disabilities Act of 1992, as amended. B. NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a bona fide occupational qualification in the selec- tion and retention of subconsuttants, including procurements of materials and leases of equip- ment The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix II of the Regulations. C. SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERI- ALS AND EQUIPMENT: In all solicitations either by competitive bidding or negotiation made byte CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sex, age, marital status, national origin and handicap. D. INFORMATION AND REPORTS: The CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the CONSULTANT is in the exclu- Page 4 of sive possession of another who fails or refuses to furnish this information the CONSULTANT shall so certify to the AGENCY, or the United States Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. E. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the CONSULT ANTunder the AGREEMENT until the CONSULTANT complies, and /or 2. Cancellation, termination or suspension of the AGREEMENT, in whole or in part F. INCORPORATION OF PROVISIONS: The CONSULTANT shall include the provisions of paragraphs (A) through (G) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The CON- SULTANT shall take such action with respect to any subconsultant or procurement as the AGENCY or the Federal Highway Administra- tion may direct as a means of enforcing such provisions including sanctions for noncompli- ance; provided, however, that, in the event a CONSULTANT becomes involved ih, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the CON ULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY, and in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. G. UNFAIR EMPLOYMENT PRACTICES: The CONSULTANT shall comply with RCW 49.60.180. Ix TERMINATION OF AGREEMENT The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMENT used. No payment shall be made for any work completed after ten days following receipt by the CONSULT- ANT of the Notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CON- SULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULT- ANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termina- tion, whether that work is in a form or a type which is usable to the AGENCY at the time of termination; the cost to the AGENCY of employing another firm to complete the work required and the time which maybe required to do so, and other factors which affect the value to the AGENCY of the work per- formed at the time of termination. Under no circumstances shall payment made under this subsec- tion exceed the amount which would have been made using the formula set forth in the previous paragraph. If it is determined for any reason that the CONSULT- ANT was not in default or that the CONSULTANTS failure to perform is without it or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY in accordance with the provision of this AGREEMENT. Page 5 of 8 In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervi- sory personnel assigned to the project, or, dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. The subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with theAGENCY's concur- rence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CON- SULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULT- ANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitle- ment to exercise those rights with respect to any future act or omission by the CONSULTANT. X CHANGES OF WORK The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI DISPUTES Any dispute concerning questions of fact in connec- tion with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT, provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. XII VENUE, APPLICABLE LAW AND PERSONAL JURISDICTION In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto a gree that any such action shall be initiated in the Superior court of the State of Washing- ton, situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accor- dance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county In which the AGENCY is located in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done underthis AGREEMENT. This AGREEMENT shall be interpreted and construed in accord with the laws of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE, and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT's negligence or breach of any of its obligations under this AGREEMENT; provided Page or that nothing herein shall require a CONSULTANT to indemnify the AGENCY and the STATE against and hold harmless the AGENCY and the STATE from claims, demands or suits-based solely upon the conduct of the AGENCY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT's agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of defending such claims and suits, etc. shall be valid and enforce- able only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANTS agents or employees. The CONSULTANTS relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANTS own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The CONSULTANT recognizes that this waiver was specifically entered Into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project Subject to the processing of an acceptable, supplemental agreement, the CONSULTANT shall provide on -call assistance to the AGENCY during contract adminis- tration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as other- wise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. General commercial liability insurance in an amount not less than a single limit of one million and 00 /100 Dollars ($1,000,000.00) for bodily injury, including death and property damage per occurrence. Excepting the Worker's Compensation insurance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all certificates of insurance as an additional insured. The CONSULTANT shall fumish the AGENCY with .verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at anytime. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within 14 days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANTS professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million dollars, whichever is the greater unless modified by Exhibit H. In no case shall the CONSULTANTS professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclu- Se and the AGENCY and the STATE may take such other action as is available to them under other provisions of this AGREEMENT, or otherwise in law. Page 7of8 XIV EXTRA WORK A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. 8. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREE- MENT accordingly. C. The CONSULTANT must submit its "request for equitable adjustment' (hereafter referred to as claim) under this clause within 30 days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a claim submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However nothing in this clause shall excuse the CON- SULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the tents and condition cif paragraphs (a) and (b) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data fumished by him. The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibit "A -1 are the Certifications of the Consultant and the Agency, Exhibit "A -2" Certification regarding debarment, suspension and other responsibility matters primary covered transactions, Exhibit "A -3" Certification regarding the restrictions of the use of Federal funds for lobbying, and Exhibit "A-4" Certificate of Current Cost or Pricing Data. Exhibits "A -3" and "A-4" are only required in Agreements over $100,000. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. By XVI XVIII FEDERAL AND STATE REVIEW COMPLETE AGREEMENT Consultant Midhael Freedman 4 Page 8 of 8 This document and referenced attachments contains all covenants, stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, represen- tation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by the CONSULT- ANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. By Agency (a) (b) (c) 2/11/2003 pate Exhibit A -1 Certification Of Consultant I hereby certify that I am Michael Freedman representative of the firm of Freedman Tung and Bottomley 47 Kearny Street, Suite 500, San Francisco, CA 94108 firm I here represent has• and duly authorized whose address is and that neither I nor the above Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this contract. Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of any fine or person in connection with carrying out the contract. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution donation or consideration of any kind for, or in connection with procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the board of Professional Registration. I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws, both criminal and civil. Certification of Agency Official Date Signature Project No. TCSP- TCSP(pi r Local Agency City of Tukwila Signature I hereby certify that I am the AGENCY Official of the Local Agency of City of Tukwila Washington and that the above consulting firm or their representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain, or agree to employ or retain, any firm or person, or (b) Pay or agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly stated (if any). I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid highway funds and it subject to applicable State and Federal laws, both criminal and civil. Exhibit A -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this certification; and (d) Have not within a three -year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): Freedman Tung and Bottomley 2/11/2003 .f (Date) (Signature) Presidekor Authorized Official of i onsultani Exhibit A -3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Finn): Freedman Tung and Bottomley 2/11/2003 (Date) (Signature) Presideht or' uthorized Official of Consultant Firm Name Title Exhibit A-4 Certificate of Current Cost or Pricing Data This is to verify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of Exhibit D -1 are accurate, complete, and current as of February 11, 2003 This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Freedman Tung and Bottomley Michael Freedman Principal Date of Execution February 11, 2003 Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). Insert the day, month, and year when price negotiations were concluded and price agreement was reached. Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. EXHIBIT 13-1: PROJECT #TCSP- TCSP(010) CITY OF TUKWILA TUKWILA URBAN CENTER SUBAREA PLAN A BLUEPRINT FOR GROWTH Growth Development Strategy, Lana' Use Development Policy, Design Guidelines, and Public Participation Process Scone of Services Draft v.8: February 11, 2003 Proiect Overview Assist the City of Tukwila with the preparation of a comprehensive Subarea Plan to guide the continuing growth and development of the Tukwila Urban Center (TUC.). Incorporate the Longacres Transit Oriented Development (TOD) site into the Tukwila Urban Center Subarea Plan as a "subarea" or district. Develop recommended refinements and additions to city land use, development and design policies to guide the intensification of T.U.C. and to build on and continue its substantial economic success while enhancing district character and livability. Organize the planning process around the direct involvement of stakeholders and other community members in open public workshops who care to participate. Prepare detailed land use development standards and design guidelines intended to amend Urban Center policies and to change zoning code standards. -Provide a framework to guide public investment in the district that supports desired forms of new investment as well as promotes the enhanced success of existing investment. Complete all primary concept development in Phase II, and present plan concepts to the City Council for review in study session at the end of that phase, modifying the primary plan concepts as City Council directs. In Phase III, prepare the Tukwila Urban Center Subarea Plan A Blueprint for Growth an engaging and user friendly policy document that provides clear direction to real estate developers and their architects (and thus helps to streamline the project review approval process), and that provides a clear description of the community's intent regarding the future of the district. Task Descriptions Orientation. The following task list provides our recommendations as to how the City can proceed most effectively toward the development of plans designs to address the problems and opportunities at hand. The tasks are listed in the chronological order that we expect to proceed, It is important to note, however, that since the task list is prepared prior to opportunities for community discussion, as well as prior to the development of recommendations, it is entirely possible that either the nature of the problem or the priorities of the community will require both chronological adjustments as well as task substitutions to refine the effectiveness of the services performed. Once the final task list is approved by the City, the most basic purpose of this task list is to provide both a preview of the likely type and order of work to be performed as well as a contractual basis for a certain number of meetings; drawings, workshops and tasks to be delivered for the corresponding project budget. PHASE II -A: ENVISIONING THE FUTURE DISTRICT PLAN CONCEPT DEVELOPMENT Purpose of this Phase: Investigate potential futures for the district, focusing particularly on the primary opportunity zones identified in the first project Phase, and on the development of recommendations that will enhance the overall economic potential and visual character of this highly visible portion of the City. Assist the community to understand the various directions that it can reasonably aspire to grow and change, and to evaluate those options with respect to potential impacts on the form, character and economy of the city. Assist the community to select the best possible (and achievable) future, to define that direction in sufficient detail, and to describe it in a way that is appealing to potential investors. Task 1. Reline understanding of existing opportunities constraints Scope of Services, Page 2 This task is a bi- product of Project Team Working Session #1, held at the end of T.U.C. Subarea Plan Project, Phase I, in which we defined necessary supplementary information that would be prepared by the economics and traffic consultants. This task covers the review of that information, any follow -up discussion that is required, as well as the integration of the new data into the Phase I exhibits, as needed. A. Refute understanding of existing market parameters 1. Receive /review supplementary market info from economist 2. Follow -up questions and discussion with economist B. Refine understanding of existing circulation capacity system design constraints 1. Receive/review supplementary traffic analysis from consultant 2. Follow -up questions and discussion with traffic consultant C. Update opportunities constraints exhibits as appropriate D. Prepare Summary of Existing Conditions Report Update existing conditions inventory graphics, vulnerability to change analysis, and/or opportunities constraints exhibits that were prepared as part of Phase I. Task 2. Kick -Off Meetings A. Kick -Off Meeting with City Staff Consultants B. City Council/Planning Commission Briefing T.U.C./Phase I Findings 1. Prepare presentation materials 2. Attend City Council Meeting: presentation discussion Task 3. TOD: Base Materials Existing Conditions Note: All original existing conditions base information to be used in the performance of this scope of services will be provided by the City. For the purposes of this study, FTB will assume that the information contained in such City- provided basemaps is accurate, or at least that City Staff is satisfied that it is sufficiently accurate for the purposes of this. project. A. Request/review existing conditions base info: 1. Basemap(s): railroad right -of -way dimensions, topography, utilities (u/g, o/h); followup Q&A 2. Site plan existing structures, major landscape features, tracks; followup Q &A B. Request/review background information: 1. Tracks/facilities relocation options and issues; key players; followup Q &A 2. Record of any other community discussions, other background history; followup Q &A Scope of Services, Page 3 C. Field reconnaissance photography (to be done same day as first working session in Tukwila) D. Prepare large format base maps for workshops E. TOD: Summary of existing opportunities and constraints (analysis) for Longacres TOD site; prepare diagram. F. Prepare Summary of Existing Conditions Report Task 4. Define Prelim Land Use Urban Design Choices "Broad- Brush" Based on Phase I findings and discussions (as well as new information received as part of Task 1, above) prepare a package of "broad- brush" land use and urban design alternatives targeted at achieving a realistic proportion of the primary project objectives. Recommendations and exhibits for this phase of the project will focus on the distribution of land uses, district configuration and primary public realm structure. This "coarse grained" level of exploration will ultimately set the larger structure for the study area. A. T.U.C.: Prepare preliminary "broad- brush" options I. Preliminary Land Use Urban Design alternatives; quick plan view diagrams 2. Telephone Q &A w/ traffic consultant economist as needed 3. Sketch illustrations corresponding to primary preliminary concepts B. TOD: Prepare preliminary "broad- brush" issues options diagrams 1. Prepare three (3) alternatives illustrating preliminary planning design issues and approaches based on alternative infrastructure improvement scenarios such alternatives may reflect infrastructure improvements such as Union Pacific railroad track relocation options, the "Strander Extension," and/or other factors. 2. Telephone Q &A with City Staff and traffic consultant as needed Task 5. Community Review/Workshops Round #1 A. T.U.C.; Public Workshop #1 1. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments 3. Transcribe /photograph workshop participant input B. TOD: Public Workshop #1 1. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments Scope of Services, Page 4 3. Transcribe /photograph workshop participant input C. GENERAL: I. Staff/Consultant Project Team Meeting (post workshop debriefing discussion) Task 6. Prepare Preliminary Plan Concepts (based on community direction) Based on City Staff's and the Public Workshop participants' reaction to the materials and recommendations presented at the previous workshop, prepare preliminary,plan concepts targeted at setting up a "blueprint for growth" for the TUC and TOD areas. For recommendations that conflict with Public Workshop participant input, highlight those aspects and explain reasoning behind alternative recommendations. A. Field -check areas emphasized in staff workshop discussions; supplement field data (field work same trip as Task 5 services). B. Field -plot land use plan area edges In prep for prep land use plan areas map below) C. Prepare recommended plan concepts based on input from staff, community, consultants 1, Refine preferred broad brush concept (derived from alternatives; based on Task 5 input) Prepare recommended land use policy framework corresponding to preferred alternative a. Land use plan areas map (using parcel map as underlay; parcels showing) b. Policy framework outline (annotations on land use plan areas map) 3. Street network aspect: Q &A w/ consultant; coordinate w/ staff; prep /illustrate recommendations 4. Open space network: coordinate w/ city staff; prep /diagram recommendations 5. Urban design: Essential relationships, key features of public private development 6. TOD: Prepare recommended land use development alternatives for Longacres TOD. a. Prepare three (3) alternatives illustrating preliminary planning design issues and approaches based on alternative infrastructure improvement scenarios such alternatives may reflect infrastructure improvements such as Union Pacific railroad track relocation options, the "Strander Extension," and/or other factors. D. Associated consultation with City Staff, consultants Task 7. Community Review/Workshops Round #2 A. T.U.C.: Public Workshop #2 1. Prepare presentation workshop materials; logistics coordination b. Telephone Q &A with City Staff and traffic consultant as needed Set -up, present, facilitate workshop; record comments Scope of Services, Page 5 3. Transcribe /photograph workshop participant input B. TOD: Public Workshop #2 I. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments 3. Transcribe /photograph workshop participant input C. GENERAL: 1. Staff /Consultant Project Team Meeting (post workshop debriefing discussion) Task 8. Joint City Council Planning Commission Study Session (same trip Task 7) A. Logistics Coordination: recommendations for study session process setup memo to City Staff B. Prepare presentation materials C. Preparation session with City Staff D. Attend Study Session: presentation, discussion, record direction. Task 9. Prepare preliminary build -out scenario A. GIS Setup: receive base files from City; set up GIS project database 13. Apply most recent land use and development parameters C. Prepare preliminary build -out scenario; checic/correct; transmit to City; followup discussion Task 10. Prepare recommended basis for design guidelines site building prototype illustrations A. Supplementary fieldwork (same trip as Task 7 services), including architectural context photography B. Aesthetic basis for design guidelines existing desirable development types (photos) C. Development prototype illustrations (this round: sketches) 1. Retail large -scale 2. Retail small scale 3. Residential 1 4. Residential 2 5. Office 6. Industrial or other 7. Associated Q &A with economist Scope of Services, Page 6 D. Street design illustrations (typical plan section diagrams) 1. Special Street 1 2. Special Street 2 3. Internal district street 1 4. Internal district street 2 5. Associated Q &A with traffic consultant Task 11. Community Review/Workshops Round #3 A. T.U.C.: Public Workshop #3 1. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments 3. Transcribe/photograph workshop participant input B. TOD: Public Workshop #3 1. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments 3. Transcribe /photograph workshop participant input C. GENERAL: 1. Staff/Consultant Project Team Meeting (post workshop debriefing discussion) Task 12. Prepare and Illustrate Preferred Plan Concepts Based on City Staff's and the Public Workshop participants' reaction to the materials and recommendations presented at the previous workshop (particularly the previous workshop in which preliminary planning concepts for TUC and TOD were discussed), refine and further develop the plan concepts identified as "Preferred" by the community. For recommendations that conflict with Public Workshop participant input, highlight those aspects and explain reasoning behind alternative recommendations. A. Follow -up fieldwork (same trip as Task 1 I services) B. Prepare preferred plan concepts based on input from staff, community, consultants 1. Refine land use policy framework corresponding to preferred alternative a. Land use plan areas map (using parcel map as underlay; parcels showing) b. Policy framework outline (annotations on land use plan areas map) Scope of Services, Page 7 2. Refine St network aspect: Q &A w/ consultant; coordinate w/ staff; prep /diagram recommendations 3. Refine Open space network: coordinate w/ city staff; prep diagam recommendations 4. Refine Urban design: Essential relationships, key features of public private development 5. TOD: Prepare site development master plan illustrations (3) a. Prepare three (3) site development master plan illustrations based on alternative infrastructure improvement scenarios such alternatives may reflect infrastructure improvements such as Union Pacific railroad track relocation options, the "Strander Extension," and/or other factors. b. Telephone Q &A with City Staff and traffic consultant as needed C. Modify /refine Development prototypes; prepare modified sketches 1. Retail Center large -scale 2. Retail Center small scale 3. Residential 1 4. Residential 2 5. Office 6. Industrial or Support Commercial D. Modify /refine Street design illustrations 1. Special Street 1 2. Special Street 2 3. Internal district street 1 4. Internal district street 2 Task 13. Community Review/Workshops Round #4 A. T.U.C.: Public Workshop #4 1. Prepare presentation workshop materials; logistics coordination 2. Set -up, present, facilitate workshop; record comments 3. Transcribe /photograph workshop participant input B. TOD: Public Workshop #4 1. Prepare presentation workshop materials; logistics coordination Scope of Services, Page 8 2. Set -up, present, facilitate workshop; record comments 3. Transcribe /photograph workshop participant input C. GENERAL: 1. Staff/Consultant Project Team Meeting (post workshop debriefing discussion) Task 14. Finalize Recommended Plan Concepts A. Follow -up fieldwork (same trip as Task 13 services) B. Finalize plan concepts based on input from staff, community, consultants 1. Finalize land use policy framework corresponding to preferred alternative a. Land use plan areas map (using parcel map as underlay; parcels showing) b. Policy framework outline (annotations on land use plan areas map) 2. Finalize street network aspect 3. Finalize open space network 4. Refine Urban design: Essential relationships, key features of public private development 5. TOD: Finalize site development master plan illustrations (3) Based on input from community workshop participants and discussions with City Staff, modify /refine three (3) site development master plan illustrations, with separate plans reflecting alternative infrastructure improvement scenarios such alternatives may reflect infrastructure improvements such as Union Pacific railroad track relocation options, the "Strander Extension," and/or other factors. C. Modify /refine Development prototypes; prepare modified sketches 1. Retail Center large -scale 2. Retail Center small scale 3. Residential 1 4. Residential 2 5. Office 6. Industrial or Support Commercial D. Modify /refine Street design illustrations 1. Special Street 1 Scope of Services, Page 9 2. Special Street 2 3. Internal district street 1 4. Internal district street 2 E. T.U.C.: Prepare perspective sketches and one "bird's eye" rendering (color) F. TOD: Prepare "bird's -eye" rendering (color) Task 15. Joint City Council Planning Commission Study Session A. Logistics Coordination: recommendations for study session process setup memo to City Staff B. Prepare presentation materials Preparation session with City Staff D. Attend Study Session: presentation, discussion, record direction. Phase 1I -A Project Management This provides an allowance for project management tasks such as project documentation, invoicing, and record keeping corresponding to tasks to be performed in Phase II. PHASE II -B: MAKING IT HAPPEN IMPLEMENTATION STRATEGY, POLICY TOOLS TUC SUBAREA PLAN DOCUMENT Task 1. Update build -out scenario spreadsheet A. Adjust GIS Setup as needed B. Apply most recent land use and development parameters C. Prepare build -out scenario; check/correct; transmit to City; foliowup discussion Task 2. Prepare Administrative Draft of The Tukwila Urban Center Subarea Plan document A. Orientation Section B. Refine Existing Conditions chapter based on staff review from Phase 1I- record of site conditions, opportunities constraints at plan's inception C. Growth Development Strategy D. Land Use Development Policy 1. Establishment of Land Use Plan Area Framework and Urban Design Principles 2. Draft Land Use and Development Standards 3. Draft Design Guidelines 4. Finalize, annotate and format development prototype illustrations (up to 6) Scope of Services, Page 10 a. Retail Center large -scale b. Retail Center small scale c. Residential 1 d. Residential 2 e. Office f. Industrial or Support Commercial 5. Prepare supplementary illustrations E. Transportation receive /review transp section from consultant F. Capital lmprovements G. Utility Infrastructure Receive /integrate draft section from City DPW H. Appendices 1. Alternatives considered Receive /review economics /market findings (receive file from economist) 3. Community Workshop process; record of participant input I. Assemble Administrative Draft (unformatted; no annotations for full pg graphics; no photos) Task 3. City Staff Review of Administrative Draft; receive/Review single marked -up copy A. Receive/review staff comments (single marked -up copy) B. Plan Review Session in Tukwila Task 4. Prepare Public Distribution Draft A. Annotate and format full page graphic illustrations B. Prepare camera -ready Public Distribution Draft document 1. Modify text, illustrations as directed by City Staff 2. Cover design production 3. Select, insert and format photos; add captions 4. Electronic formatting and paste -up 5. City Staff telephone Q &A, Coordination, last- minute issues Scope of Services, Page 11 6. Final edits; prepare final camera -ready document; coordinate photo- reproduction for first nm 7. Forward camera -ready document, electronic file, photo reproduction instructions, and initial copies to City. Task 5. Prepare final version of T.U.C. Subarea Plan Document (after hearing phase) A. Modifications allowance (receive modifications document from City Staff; implement) B. Prepare camera -ready copy, coordinate printing, check, forward to City Staff Note: This Scope of Services does not cover the reproduction of the camera -ready document. Upon completion of the camera -ready master copy, FTB will contact the City's Project Manager to inquire as to the number of copies the City will require. Photo reproduction services are not marked up by FTB, and are simply passed on to the City under invoice separate from those of the project. Phase II -B Project Management This provides an allowance for project management tasks such as project documentation, invoicing, and record keeping corresponding to tasks to be performed in Phase III. Exhibit C -2 Payment (Cost Plus Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for all work performed or services rendered and for all labor, materials, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work," The CONSULTANT shall conform with the applicable portion of 48 CFR 31. A. Actual Costs Payment for all consulting services for this project shall be on the basis of the CONSULTANT's actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, and direct nonsalary cost. I. Direct Salary Costs The direct salary cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. 2. Overhead Costs Overhead costs are those costs other than direct costs which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rate shown in the heading of this AGREEMENT, under "Overhead Progress Payment Rate." Total overhead payment shall be based on the method shown in the heading of the AGREEMENT. The three options are explained as follows: a. Actual Cost Not To Exceed Maximum Percent: If this method is indicated in the heading of this AGREEMENT, the AGENCY agrees to reimburse the CONSULTANT at the actual overhead rate verified by audit up to the maximum percentage shown in the space provided. Final overhead payment when accumulated with all other actual costs shall not exceed the total maximum amount payable shown in the heading of this AGREEMENT. b. Fixed Rate: If this method is indicated in the heading of the AGREEMENT, the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT. A summary of the CONSULTANT's cost estimate and the overhead computation are attached hereto as Exhibit D -1 and by this reference made part of this AGREEMENT. When an Actual Cost method, or the Actual Cost Not To Exceed method is used, the CONSULTANT (prime and all subconsultants) will submit to the AGENCY within three months after the end of each firm's fiscal year an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. Failure to supply this information by either the prime consultant or any of the subconsultants shall cause the agency to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The STATE and/or the Federal Government may perform an audit of the CONSULTANT's books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Nonsalary Costs Direct nonsalary costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of subconsultants. Air or train travel will only be reimbursed to economy class levels unless otherwise approved by the AGENCY. Automobile mileage for travel will be reimbursed at the current rate approved for AGENCY employees and shall be supported by the date and time of each trip with origin and destination of such trips. Subsistence'and lodging expenses will be reimbursed at the same rate as for AGENCY employees. The billing for nonsalary cost, directly identifiable with the Project, shall be an itemized listing of the charges supported by copies of original bills, invoices, expense accounts, and miscellaneous supporting data retained by the CONSULTANT. Copies of the original supporting documents shall be provided to the AGENCY upon request. All of the above charges must be necessary for the services to be provided under this AGREEMENT. 4. Fixed Fee The fixed fee, which represents the CONSULTANT's profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional fixed fee which could be authorized from the Management Reserve Fund. This fee is based on the scope of work defined in this AGREEMENT and the estimated man- months required to perform the stated scope of work. In the event a supplemental agreement is entered into for additional work by the CONSULTANT, the supplemental agreement may include provisions for the added costs and an appropriate additional fee. The fixed fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the monthly progress reports accompanying the invoices. Any portion of the fixed fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX, Termination of Agreement. 5. Management Reserve Fund The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this agreement. This fund may be replenished in a subsequent supplemental agreement. Any changes requiring additional costs in excess of the "Management Reserve Fund" shall be made in accordance with Section XIV, "Extra Work." 6. Maximum Total Amount Payable The maximum total amount payable, by the AGENCY to the CONSULTANT under this AGREEMENT, shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, which includes the Fixed Fee and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for extra work as stipulated in Section XIV, "Extra Work." B. Monthly Progress Payments The CONSULTANT may submit invoices to the AGENCY for reimbursement of actual costs plus the calculated overhead and fee not more often than once per month during the progress of the work. Such invoices shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, General Requirements, of this AGREEMENT. The invoices will be supported by an itemized listing for each item including direct salary, direct nonsalary, and allowable overhead costs to which will be added the prorated Fixed Fee. To provide a means of verifying the invoiced salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, tides, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless such claimc are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said final payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and that at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within ninety (90) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. D. Inspection of Cost Records The CONSULTANT and the subconsultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of three years after final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three -year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. Exhibit D -1 Consultant Fee Determination Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Transit Oriented Development at Longacres /Tukwila Urban Center Plan Prepare land use /urban design Direct Salary Cost (DSC): Classification Man Hours Rate Cost Principal 489.0 X 57.70 28,215.30 Associate 1,302.0 X 26.44 34,424.88 AutoCAD Opp 1 488.0 X 19.23 9,384.24 AutoCAD Opp 2 431.0 X 21.15 9,115.65 Project Assistant 881.0 X 20.19 17,787.39 Total DSC 98,927.46 Overhead (OH Cost including Salary Additives): OH Rate x DSC of 1.8149 x 98,927.46 179,543.45 Fixed Fee (FF): FF Rate x DSC of .274365 x 98,927.46 27,142.23 Reimbursables: Itemized 46,725.00 Subconsultant Costs (See Exhibit G): Grand Total 352,338.14 Prepared By Gregory Delaune Date: February 11, 2003 EXHIBIT D -1 Supplemental Reimbursable Information Reimbursable Expense Category 1 Rendering/Simulation (2) 1 Reimbursable Project Expenses 1 Travel Expense Allowance 1 Total Budgeted Cost $8,000 $28,225 $10,500 $44.725 Project Costs/Reimbursable Expenses: In addition to the hourly rate charged, the following shall be charged as PROJECT COSTS: Document duplication, plotting/scanning, messenger services, postage and handling, long distance telephone calls, travel expenses for out -of- office services, special equipment charges, desktop publishing, office archives and database, governmental plan and other inspection fees, expenses for renderings, models and mock -ups requested by CLIENT, expenses for additional insurance coverage or limits, including professional liability insurance, requested by the CLIENT in excess of that normally carried by the CONSULTANT, and/or associated with contracts to subconsultants, plus other out -of- pocket expenses reasonably required in performance of services for the Project. Account Title Direct Labor Overhead Expenses: FICA Unemployment Health /Accident Insurance Medical Aid Industrial Insurance HolidayNacation /Sick Leave Commission/Bonus/Pension Total Fringe Benefits I General Overhead: State B &O Taxes Insurance Administration Time Not Assignable Printing, Stationery Supplies Professional Services Travel Not Assignable Telephone Telegraph Not Assignable Fees, Dues Professional Meetings Utilities Maintenance Professional Development Rent Equipment Support Office, Miscellaneous Postage Total General Overhead I Total Overhead (General Fringe) I Overhead Rate (Total Overhead Direct Labor) Exhibit E Breakdown of Overhead Cost Beginning Total 357,915.00 43,014.00 2,166.00 26,221.00 55,229.00 126,630.00 7,774.00 25,635.00 228,135.00 26,688.00 57,639.00 22,052.00 21,240.00 8,042.00 581.00 60,063.00 37,193.00 27,907.00 522,949.00 649,579.00 181.49% of Direct Labor 100.00% 12.02% 0.61% 7.33% 35.38% 2.17% 7.16% 63.74% 7.46% 16.10% 6.16% 5.93% 2.25 %I 0.16% 16.78% 10.39% 7.80% 146.11% 181.49% Cost Per Unit of Work Contracts Exhibit F Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. Local Agency Standard Consultant Agreement Agreement Number LA 5377 Federal Aid Number TCSP TCSP (010) Agreement Type (Choose one) D Lump Sum Lump Sum Amount El Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method o Actual Cost o Actual Cost Not To Exceed Fixed Rate Fixed Fee 5,241.00 D Specific Rates Of Pay Negotiated Hourly Rate Provisional Hourly Rate D Cost Per Unit of Work WITNESSETH THAT: DOT Form 140-089 EF Revised 12/99 210.95 Ok Ok O k Consultant/Address/Telephone ECONorthwest 99 W. 10th, Suite 400 Eugene, OR 97401 THIS AGREEMENT, made and entered into this day of Page 1 of 8 Project Title And Work Description Tukwila Transit- Oriented Development at Longacres/rukwila Urban Center Plan. Prepare plans, market and fiscal analysis, and resource allocation studies. DBE Participation Yes 13 No WBE Participation Yes No Federal ID Number or Social Security Number 93- 0639592 Do you require a 1099 for IRS? Yes C, No Total Amount Authorized Management Reserve Fund Maximum Amount Payable I Completion Date I I May 30, 2004 between the Local Agency of City of Tukwila Washington, hereinafter called the "AGENCY" and the above organization hereinafter called the "CONSULTANT". WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he /she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to fumish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 59,928.26 59,928.26 GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. 1' SCOPE OF WORK The Scope of Work and project level of effort for this project is detailed in Exhibit "B" attached hereto, and by this reference made a part of this AGREEMENT. III GENERAL REQUIREMENTS All aspects of coordination of the work of this AGREEMENT, with outside agencies, groups or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY or such Federal, Community, State, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum number of hours or days notice required shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "B" attached hereto and made part of this AGREEMENT. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that will outline In written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. Goals for Disadvan- taged Business Enterprises (DBE) and Women Owned Business Enterprises (WBE) if required shall be shown in the heading of this AGREEMENT. Page 2of 8 All reports, PS &E materials, and other data, furnished to the CONSULTANT by the AGENCY shall be returned. All designs, drawings, specifications, documents, and other work products prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT and are property of the AGENCY. Reuse by the AGENCY or by others acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. IV TIME FOR BEGINNING AND COMPLETION The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULT- ANT, but may be extended by the AGENCY, in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V PAYMENT The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "C" attached hereto, and by this reference made part of this AGREEMENT. Such payment shall be full compen- sation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section 11, "Scope of Work The CONSULTANT shall conform with all applicable portions of 48 CFR 31. VI SUBCONTRACTING The AGENCY permits subcontracts for those items of work as shown in Exhibit G to this Agreement. Compensation for this subconsultant work shall be based on the cost factors shown on Exhibit 0, at- tached hereto and by this reference made a part of this AGREEMENT. The work of the subconsultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non salary costs and fixed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section V. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any other relationship. VII EMPLOYMENT The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consider- ation, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability, or in its discre- tion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered Page 3 of 8 employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may or might arise under any Workmen's compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full or part time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Depart- ment of Transportation, the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII NONDISCRIMINATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employ- ment or for services because of race, creed, color, national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employ- ment upgrading, demotion or transfer, recruitment or any recruitment advertising, a Layoff or terminations, rates of pay or other forms of compensation, selection for training, rendition of services. The CONSULT- ANT understands and agrees that if It violates this provision, this AGREEMENT may be terminated by the AGENCY and further that the CONSULTANT shall be barred from performing any services for the AGENCY now or in the future unless a showing is made satisfactory to the AGENCY that discrimina- tory practices have terminated and that recurrence of such action is unlikely. During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows: A. COMPLIANCE WITH REGULATIONS: The CONSULTANT shall comply with the Regula- tions relative to nondiscrimination in the same manner as in Federal- assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorpo- rated by reference and made a part of this AGREEMENT. The consultant shall comply with the American Disabilities Act of 1992, as amended. B. NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a bona fide occupational qualification in the selec- tion and retention of subconsultants, including procurements of materials and leases of equip- ment The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, Including employment practices when the contract covers a program set forth in Appendix II of the Regulations. C. SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERI- ALS AND EQUIPMENT: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, Including procurements of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sex, age, marital status, national origin and handicap. D. INFORMATION AND REPORTS:The CONSULTANT shall provide all Information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY tope pertinent to ascertain compliance with such Regulations or directives. Where any information required of the CONSULTANT is in the exclu- Page 4 of 8 sive possession of another who fails or refuses to furnish this information the CONSULTANT shall so certify to the AGENCY, or the United States Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. E. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the CONSULT- ANT under the AGREEMENT until the CONSULTANT complies, and/or 2. Cancellation, termination or suspension of the AGREEMENT, in whole or in part. F. INCORPORATION OF PROVISIONS: The CONSULTANT shall include the provisions of paragraphs (A) through (G) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The CON- SULTANT shall take such action with respect to any subconsuftant or procurement as the AGENCY or the Federal Highway Administra- tion may direct as a means of enforcing such provisions including sanctions for noncompli- ance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the CON ULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY, and in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. G. UNFAIR EMPLOYMENT PRACTICES: The CONSULTANT shall comply with RCW 49.60.180. Ix TERMINATION OF AGREEMENT The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMENT used. No payment shall be made for any work completed after ten days following receipt by the CONSULT- ANT of the Notice to terminate, If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CON- SULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULT- ANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termina- tion, whether that work is in a form or a type which is usable to the AGENCY at the time of termination; the cost to the AGENCY of employing another firm to complete the work required and the time which maybe required to do so, and other factors which affect the value to the AGENCY of the work per- formed at the time of termination. Under no circumstances shall payment made under this subsec- tion exceed the amount which would have been made using the formula set forth in the previous paragraph. If it is determined for any reason that the CONSULT- ANT was not in default or that the CONSULTANT's failure to perform is without it or it's employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY in accordance with the provision of this AGREEMENT. Page 5 of 8 In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervi- sory personnel assigned to the project, or, dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. The subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY's concur- rence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CON- SULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULT- ANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitle- ment to exercise those rights with respect to any future act or omission by the CONSULTANT. X CHANGES OF WORK The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI DISPUTES Any dispute concerning questions of fact in connec- tion with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT, provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. XII VENUE, APPLICABLE LAW AND PERSONAL JURISDICTION In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washing- ton, situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accor- dance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated In the'county in which the AGENCY is located in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accord with the laws of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE, and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT's negligence or breach of any of its obligations under this AGREEMENT; provided Page a of 8 that nothing herein shall require a CONSULTANT to indemnify the AGENCY and the STATE against and hold harmless the AGENCY and the STATE from claims, demands or suits based solely upon the conduct of the AGENCY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT's agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of defending such claims and suits, etc. shall be valid and enforce- able only to the extent of the CONSULTANTS negligence orthe negligence of the CONSULTANT's agents or employees. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The CONSULTANT recognizes that this waiver was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of an acceptable, supplemental agreement, the CONSULTANT shall provide on -call assistance to the AGENCY during contract adminis- tration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as other- wise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. General commercial liability insurance in an amount not less than a single limit of one million and 00/100 Dollars ($1,000,000.00) for bodily injury, including death and property damage per occurrence. Excepting the Worker's Compensation insurance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all certificates of insurance as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of Insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within 14 days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million dollars, whichever is the greater unless modified by Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclu- sive; and the AGENCY and the STATE may take such other action as is available to them under other provisions of this AGREEMENT, or otherwise in law. Page7of8 XIV EXTRA WORK A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREE- MENT accordingly. C. The CONSULTANT must submit its "request for equitable adjustment" (hereafter referred to as claim) under this clause within 30 days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a claim submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However nothing in this clause shall excuse the CON- SULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and condition of paragraphs (a) and (b) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data furnished by him. XVI XVIII FEDERAL AND STATE REVIEW COMPLETE AGREEMENT The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibit "A-1", are the Certifications of the Consultant and the Agency, Exhibit "A -2" Certification regarding debarment, suspension and other responsibility matters primary covered transactions, Exhibit "A -3" Certification regarding the restrictions of the use of Federal funds for lobbying, and Exhibit "A-4" Certificate of Current Cost or Pricing Data. Exhibits "A -3" and "A-4" are only required in Agreements over $100,000. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. B Consultant ECONorthwest Page 8 of 8 This document and referenced attachments contains all covenants, stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, represen- tation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. By Agency XIX EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneously executed in several counterparts each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by the CONSULT- ANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. I hereby certify that I am Terry Moore representative of the firm of ECONorthwest 99 W. 10th, Suite 400, Eugene, OR 97401 firm I here represent has: Exhibit A -1 Certification Of Consultant Project No. TCSP -TCSP (010) Local Agency City of Tukwila and duly authorized whose address is and that neither I nor the above (a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this contract. (b) Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of any firm or person in connection with carrying out the contract. (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution donation or consideration of any kind for, or in connection with procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the board of Professional Registration. I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws, both criminal and civil. 2/10/2003 uate Certification of Agency Official b gnawre I hereby certify that 1 am the AGENCY Official of the Local Agency of City of Tukwila Washington and that the above consulting firm or their representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain, or agree to employ or retain, any firm or person, or (b) Pay or agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly stated (if any). I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid highway funds and it subject to applicable State and Federal laws, both criminal and civil. Vale bgnawre Exhibit A -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this certification; and (d) Have not within a three -year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): ECONorthwest 2/10/2003 (Date) (Signature) President or Arnzea Decal at Consultant Exhibit A -3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): ECONorthwest 2/10/2003 (Date) (Signature) President? Authorized Official of consultant This is to verify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of Exhibit D -1 are accurate, complete, and current as of February 10, 2003 This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Exhibit A -4 Certificate of Current Cost or Pricing Data Firm ECONorthwest Name Terry Moore Title Vice President Date of Execution February 11, 2003 Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). Insert the day, month, and year when price negotiations were concluded and price agreement was reached. Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Exhibit B -1 Scope of Work OVERVIEW Project No. TCSP -TCSP (010) The City of Tukwila is contracting with ECONorthwest for assistance economic and market analysis related to its planning for the Tukwila Urban Center (TUC) and for an adjacent Transit Oriented Development (TOD) on the east side of the TUC. This scope of work has been prepared to conform with the requirements of the WSDOT Local Agency Standard Consultant Agreement, in which the scope of work is labeled as Exhibit B -1, and the budget is labeled as Exhibit D -1. Exhibit D -1 is the definitive statement regarding budget. TUKWILA URBAN CENTER (TUC) PLANNING TASK 1. UPDATE TUC MARKET ANALYSIS AND ASSIST WITH ALTERNATIVE SCENARIOS DEVELOPMENT ECO will update the TUC market analyses based on new developments and plans for the study area that have occurred since completion of ECO's previous work. The new analysis will: Update and document vacancy and absorption trends (e.g., United Furniture Warehouse closing, others) Document new development plans in the TUC (ones known to the City) Interview new Southcenter Mall owners/management regarding new development plans for the mall and related market outlook Use standard media sources to describe new competitive supply plans elsewhere in region and implications to the TUC market analysis Provide summary of implications for land use scenario planning. In this task, ECO will work with the urban design consultant to define existing conditions and alternative scenarios for land use planning in the TUC. [Evaluation of those alternatives occurs in Task 2.] ECO will attend a team meeting after (the same or following day) the Public Workshop #1 regarding existing conditions to discuss scenario definitions. [ECO will not attend the public workshop.] ECO will help develop the assumptions for the alternative concepts (the City or design consultant will document the results of that meeting). ECO will describe what is likely to be feasible for the Tukwila TUC and TOD Planning ECONorthwest February 2003 Page 1 alternate scenarios. The urban design consultant will integrate the "desired" with the "possible" to create feasible design concepts. ECO's role in alternative definition is primarily one of advice and review based on market conditions and the economics of development options. This work may include quantitative analysis such as hypothetical and basic financial pro formas (budget reflects up to three pro formas or equivalent analyses) and an overview of the fiscal impacts associated with the design alternatives. The exact scope of the analysis and types of products will be determined with the City during this task, but the assumption at this point is that ECO will evaluate some components of the proposed development concepts as if they were purely private development projects to illustrate whether and to what degree public sector assistance is likely to be required to induce the private sector to build such projects. ECO expects to do most of the communication with the urban design consultant and the City by phone and e mail. Meetings: 2 (Kick off with Moore and Mefford; Team Workshop #1 with Moore and Mefford) Products: Memorandum updating the TUC market analyses; memorandum regarding scenario development; memorandum addressing the TOD opportunities Timeline: April/May (to be determined based on workshop scheduling) TASK 2. ASSIST WITH DEVELOPING A RECOMMENDED DESIGN CONCEPT ECO will help assist in preparation of a recommended design concept based on public workshops. ECO (Moore and Mefford) will attend a team meeting immediately after (the same or following day) the planned public workshop at which the alternative scenarios are discussed. ECO will not attend the public workshops. ECO will provide analytical support to develop a recommended scenario. Once the urban design consultant has a draft of the recommended concept, ECO will prepare a written summary describing the market feasibility and fiscal impacts of the concept, based on research completed in Task 1. ECO will not do any new research, but will work from its previous analyses. The expectation is that this analysis can be relatively brief: it should be the case that Task 1 created alternatives that all were consistent with the long -run market analyses. This product reflects a tailoring of the Task 1 to fit the recommended concept. Meetings: 1 (Team Workshop #2 with Moore and Mefford) Products: Memorandum of market feasibility of preferred alternative Timeline: May /June 2003 (to be determined based on workshop scheduling) TASK 3. FINAL SCENARIO ECO (Moore and Mefford) will attend a team meeting immediately after (the same or following day) the planned public workshop at which the Tukwila TUC and TOD Planning ECONorthwest February 2003 Page 2 recommended scenario will have been discussed. ECO will provide recommendations for the final scenario based on market research previously conducted. ECO will advise by phone and e-mail on revisions to the concept based on workshop and team meeting results. ECO will provide a written summary describing the market feasibility and fiscal impacts associated with the final scenario Similar to the product of Task 2, this product will reflect refinements to earlier research based on changes made for the final scenario. Meetings: 2 (Recommend Scenario/Team. Workshop #3 with and Moore and Mefferd, Final scenario Team Workshop #4 with Mefford only) Products: Memorandum Timeline: June /July 2003 (to be determined based on workshop scheduling) TRANSIT- ORIENTED DEVELOPMENT (TOD) PLANNING TASK 4. TOD PLANNING SUPPORT ECO will participate in the City's TOD planning for the Sound Transit commuter rail station area in the TUC. The TOD area is within the study area of the TUC market analyses. ECO's participation in the TOD planning will draw from concurrent work related to Tasks 1— 3 and earlier TUC market studies. ECO will provide analytical support relating the TUC market analyses to the TOD planning efforts. ECO will also identify potential impacts to the TUC design scenario based on the TOD planning. (For example, planned land use in and around the station area could affect the amount of development the City should plan for in the TUC study area for a particular type of land use.) ECO will provide written summaries of the feasibility of TOD planning alternatives. ECO will identify market implications and impacts to planning in the TUC study area based on TOD alternatives as well. These analyses may require separate memoranda, or they may be included (and clearly identified) in the memoranda identified in Tasks 1— 3. The team meetings identified in Tasks 1— 3 will include discussions related to the TOD study area. Meetings: Included as part of Tasks 1— 3 Products: Memoranda, as necessary Timeline: August/September 2003 (to be determined based on workshop scheduling) Tukwila TUC and TOD Planning ECONorthwest February 2003 Page 3 RESOURCE ALLOCATION ANALYSIS TASK 5. PROVIDE RESOURCE ALLOCATION MODELING AND ANALYSIS ECO will provide analytical support in ranking TUC and TOD potential projects based on perceived benefits and costs. As the TUC and TOD planning progresses, ECO, with assistance from City staff, will identify specific projects and action steps required for implementation of the plan(s). ECO will document costs of projects and develop a framework for budget allocation among tasks. ECO will not engage in specific project cost estimation, but will either make use of cost information gathered by the City (e.g., obtained from engineering estimates) or ECO will provide reference projects for "ball- park" cost estimates for planning purposes only. ECO will describe qualitatively the benefits of the identified projects as a means of documenting the rank reported for reach project. This will involve a spreadsheet model with costs identified, timelines for completion, and identification of critical paths necessary for implementation. This work will proceed along with plan development. It will draw from the fiscal analysis portion of Task 1. In addition, ECO will need to make use of recent budgets and budget forecasts that staff and Council may develop during the project timeline. The product for this task will be a memorandum and supporting tables from the spreadsheet model that present the rank order of projects identified in the planning process, along with an explanation of their rank order. ECO will also deliver to City staff the electronic spreadsheets, suitable for changing and continued evaluation by staff. ECO will write the memorandum suitable for discussion by staff and a presentation to the Council (in other words, ECO will not be accountable for seeing the memorandum through from draft to formal adoption by the City for the budget). Meetings: One with Mefferd (expected to be a meeting with City staff) Products: Memorandum and electronic spreadsheet model Timeline: August 2003 (to be determined based on workshop scheduling) Tukwila TUC and TOD Planning ECONorthwest February 2003 Page 4 A. Actual Costs Exhibit C -2 Payment (Cost Plus Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for all work performed or services rendered and for all labor, materials, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work." The CONSULTANT shall conform with the applicable portion of 48 CFR 31. Payment for all consulting services for this project shall be on the basis of the CONSULTANT's actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, and direct nonsalary cost. 1. Direct Salary Costs The direct salary cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT 2. Overhead Costs Overhead costs are those costs other than direct costs which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rate shown in the heading of this AGREEMENT, under "Overhead Progress Payment Rate." Total overhead payment shall be based on the method shown in the heading of the AGREEMENT. The three options are explained as follows: a. Actual Cost Not To Exceed Maximum Percent: If this method is indicated in the heading of this AGREEMENT, the AGENCY agrees to reimburse the CONSULTANT at the actual overhead rate verified by audit up to the maximum percentage shown in the space provided. Final overhead payment when accumulated with all other actual costs shall not exceed the total maximum amount payable shown in the heading of this AGREEMENT. b Fixed Rate: If this method is indicated in the heading of the AGREEMENT, the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT. A summary of the CONSULTANT's cost estimate and the overhead computation are attached hereto as Exhibit D -1 and by this reference made part of this AGREEMENT. When an Actual Cost method, or the Actual Cost Not To Exceed method is used, the CONSULTANT (prime and all subconsultants) will submit to the AGENCY within three months after the end of each firm's fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. Failure to supply this information by either the prime consultant or any of the subconsultants shall cause the agency to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The STATE and/or the Federal Government may perform an audit of the CONSULTANT's books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Nonsalary Costs Direct nonsalary costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of subconsultants. Air or train travel will only be reimbursed to economy class levels unless otherwise approved by the AGENCY. Automobile mileage for travel will be reimbursed at the current rate approved for AGENCY employees and shall be supported by the date and time of each trip with origin and destination of such trips. Subsistence and lodging expenses will be reimbursed at the same rate as for AGENCY employees. The billing for nonsalary cost, directly identifiable with the Project, shall be an itemized listing of the charges supported by copies of original bills, invoices, expense accounts, and miscellaneous supporting data retained by the CONSULTANT. Copies of the original supporting documents shall be provided to the AGENCY upon request. All of the above charges must be necessary for the services to be provided under this AGREEMENT. 4. Fixed Fee The fixed fee, which represents the CONSULTANT's profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional fixed fee which could be authorized from the Management Reserve Fund. This fee is based on the scope of work defined in this AGREEMENT and the estimated man- months required to perform the stated scope of work. In the event a supplemental agreement is entered into for additional work by the CONSULTANT, the supplemental agreement may include provisions for the added costs and an appropriate additional fee. The fixed fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the monthly progress reports accompanying the invoices. Any portion of the fixed fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX, Termination of Agreement. 5. Management Reserve Fund The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator the flexibility of authorizing additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this agreement. This fund may be replenished in a subsequent supplemental agreement. Any changes requiring additional costs in excess of the "Management Reserve Fund" shall be made in accordance with Section XIV, "Extra Work." 6. Maximum Total Amount Payable The maximum total amount payable, by the AGENCY to the CONSULTANT under this AGREEMENT, shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, which includes the Fixed Fee and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for extra work as stipulated in Section XIV, "Extra Work." 13. Monthly Progress Payments The CONSULTANT may submit invoices to the AGENCY for reimbursement of actual costs plus the calculated overhead and fee not more often than once per month during the progress of the work. Such invoices shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, General Requirements, of this AGREEMENT. The invoices will be supported by an itemized listing for each item including direct salary, direct nonsalary, and allowable overhead costs to which will be added the prorated Fixed Fee. To provide a means of verifying the invoiced salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, and other related documents which are required to be famished under this AGREEMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said final payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and that at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within ninety (90) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. D. Inspection of Cost Records The CONSULTANT and the subconsultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of three years after final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three -year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. Exhibit D -1 Consultant Fee Determination Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Tukwila Transit- Oriented Development at Longacres/Tukwila Urban Center Plan. Direct Salary Cost (DSC): Classification; Man Hours a e Cost Proj Mgr/Planner (Moore) 88.0 X 43.50 3,828.00 Project Manager (Mefford) 284.0 X 30.00 8,520.00 Project Manager (Sheckler) 104.0 X 28.00 2,912.00 Research Analyst 84.0 X 19.00 1,596.00 Total DSC 16,856.00 Overhead (OH Cost including Salary Additives): OH Rate x DSC of 2.1095 x 16,856.00 35,557.73 Fixed Fee (FF): FF Rate x DSC of .3109 x 16,856.00 5,240.53 Reimbursables: Travel 1644 Meals 130 Telephone 100 2,274.00 Printing /Supplies 400 Subconsultant Costs (See Exhibit G): Grand Total 59,928.26 Prepared By: Roberta Smythe Date: February 10, 2003 Account Title Direct Labor Overhead Expenses: FICA Unemployment Health /Accident Insurance Medical Aid Industrial Insurance HolidayNacation /Sick Leave Commission /Bonus /Pension Total Fringe Benefits General Overhead: State B &O Taxes Insurance Administration Time Not Assignable Printing, Stationery Supplies Professional Services Travel Not Assignable Telephone Telegraph Not Assignable Fees, Dues Professional Meetings Utilities Maintenance Professional Development Rent Equipment Support Office, Miscellaneous Postage Total General Overhead Total Overhead (General Fringe) Overhead Rate (Total Overhead Direct Labor) Exhibit E Breakdown of Overhead Cost Beginning Total of Direct Labor 1,024,682.00 146,346.00 12,392.00 79,577.00 6,262.00 196,530.00 673,159.00 1,114,266.00 6,558.00 11,652.00 608,975.00 33,527.00 38,624.00 20,513.00 30,660.00 16,468.00 204,669.00 39,502.00 36,130.00 1,047,278.00 2,161.544.00 210.95% 100.00% 14.28%1 1.21%1 7.77% I 0.61%1 65.69% 108.74%1 0.64% 1.14% 59.43% 3.27% 3.77% 2.00% 2.99% 1.61% 19.97% 3.86% 3.53% 102.21% 210.95% Exhibit F Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. TO: City of Tukwila Communi Affairs and Parks Committee From: Steve Lancaster L"� Date: February 19, 2003 Subject: Freedman Tung Bottomley and ECONorthwest Phase II Contracts for Services related to the Tukwila Urban Center and Transit Oriented Development Plan Background Phase iI Workprogram City of Tukwila Department of Community Development Steve Lancaster, Director The Departments of Community Development and Public Works,are preparing a subarea plan and supplemental environmental impact statement (SEIS) for the Tukwila Urban Center (TUC) and Transit Oriented Development (TOD) plans. These plans will set forth a redevelopment strategy that maintains the economic viability and regional focus of the TUC. encourages a broader mix of uses, coordinates local and regional transportation improvements, and creates a more attractive and multi- faceted center. Phase I work on this project was completed in 2001 by ECONorthwest (ECO) and Freedman Tung Bottomley (FTB) during. Phase I workprogram consisted of updating existing baseline data and developing issues and opportunities for future development and redevelopment. In 2002, ECO briefed the Council on the TUC's future development potential, based on their market analysis work. The Council then approved an additional contract with ECO to prepare a supplemental market analyses and evaluate Puget Sound Regional Council employment forecasts for the Tukwila for traffic modeling purposes. Staff is now forwarding contracts for services to complete the TUC/TOD project to the CAP for review and recommendation. Phase II costs will be funded by the $1.5 million federal appropriations the City has received for the TOD project at Longacres. Steven M. Mullet, Mayor The Phase II workprogram completes the TUC/TOD plans, and consists of the following overall tasks. Analyzing the future development potential for the area. Identifying possible future TOD/TUC development scenarios or "concepts Narrowing the alternatives to a recommended or preferred concept for future development in the TUC that best matches City and community goals. Identifying and evaluating the preferred concept's potential adverse impacts (primarily transportation). Preparing a master plan for future TOD at the Longacres Commuter Rail Station, and integrating the TOD plan into the recommended plan for the TUC. Preparing a planned action supplemental environmental impact statement (SEIS) for the TUC plan. Writing and adopting the TUC plan and implementing regulations such as revised urban design guidelines, development standards, and a concurrency ordinance. 1 6300 Southcenter Boulevard, Suite #100 Tukwila, Washington 98188 Phone: 206 -431 -3670 Fax: 206 431 -3665 Assisting the City in looking at anticipated costs and benefits associated with the plan. Phase II: FTB Tasks FTB's expertise is in land use and urban design. FTB's Phase II work will build upon the consultant team's Phase I work and involve: 1) facilitating eight public workshops (four each for the TUC and TOD); 2) facilitating three joint planning commission/council worksessions (including a briefing on the results of their existing conditions analysis, Phase I); 3) attending team meetings; 4) preparing and refining redevelopment concepts for the TOD and TUC; 5) preparing tailored development standards and design guidelines for future development in the TOD and TUC, including bringing forward FTB's work on the design of the proposed Penny's and Mall redevelopment projects; 6) identifying capital improvements; 7) coordinating with consultants preparing the environmental review of the plan; and 7) writing and assembling the craft and fmal TUC and TOD plans, design guidelines, and development regulations. Phase II costs for FTB are $352,338.14 and will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. Phase II: ECONorthwest Tasks ECO's expertise is in real estate market and fiscal analysis. ECO's Phase II work builds upon completed work to date by: 1) updating the retail portion of the market analysis for the TUC/TOD area (incorporating the proposed Penny's and Mall redevelopment projects); 2) ensuring that the land use scenarios are consistent with the long -term market analyses; 3) preparing a fiscal impact analysis of the recommended plan; 4) preparing a financial allocation strategy to assist Council with the ranking, budgeting and implementation of capital improvements; and 5) attending team meetings. Phase II costs for ECO are $59,928.26 and will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. Additional Phase II Contracts Staff anticipates forwarding the contracts for the following Phase II services in the coming months: Environmental consultant to prepare the planned action supplemental EIS for the TUC plan. Transit consultant to prepare a transit plan for the TUC that serves existing and planned uses and connects the urban center with the multi -modal station at Longacres. These projects will be funded by the $1.5 million federal grant the City received for the TOD project at Longacres. Pronnsed Next Stens 1. CAP authorizes staff to forward FTB's and ECO's contracts for services for Council consideration at the COW meeting on March 10", 2003. 2 Committee Chair approval Community and Parks Committee February 25, 2003 acceptable to Gordy, who expects he could make $2 million per year at the restaurant. They will do catering for the rental room at the golf course, and will be the preferred vendor at the Community Center. The clubhouse should open in spring of 2004. Reschedule agreement. 4. TUC and TOD Studies A study of the Tukwila Urban Center was started in 2001 with a baseline study of what's there now. Since Phase I. the Transit Oriented Development (TOD) area was added as a subarea focus, and the proposed development at the Mall and Penny's warehouse have required a closer look at the area. Phase II, funded with $1.5 million from the federal grant for TOD, will analyze future development possibilities, and will include a focus on the TOD /TUC, including a master plan and recommended concepts. A transportation plan is also being done, and will be folded into this, including options for funding transportation solutions. The result should be a blueprint for future development/redevelopment of the TUC /TOD areas. They will hold four workshops each in the CBD and the TOD, as they have different audiences. Dennis noted the Mall is isolated from the rest of the CBD, making a pedestrian plan more difficult. Steve said the Mall likes being separate, and Freedman thought that was ok, since other parts of the TUC can be pedestrian- oriented. The committee agreed the Mall needs more sidewalks itself.. A SEPA contract will come back to the Council for approval, and a transit consultant contract will also be corning. Steve is glad Michael Freedman will participate in the study, as he has been very valuable up to now, with a different perspective than other members on the team. Freedman, Tung and Bottomley will work with ECO Northwest. Their two contracts are up for consideration by the committee and the COW. Joan had some editing suggestions, which Steve and Lynn thanked her for. Recommend contracts to COW.