Loading...
HomeMy WebLinkAbout14-123 - AECOM Technical Services - Manufacturing/Industrial Center Smart Street Non-Motorized Construction Management14 -123 Council Approval 8/18/14 Local Agency Standard Consultant Agreement Consultant/Address /Telephone AECOM Technical Services 710 Second Avenue, Suite 1000 Seattle, WA 98104 206.624.9349 ►41 Architectural /Engineering Agreement ❑ Personal Services Agreement Agreement Number Project Title And Work Description City of Tukwila - MIC Smart Street Non - Motorized Project P�; Io. 13 j G` Q Federal Aid Number CM -9917 (022) Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ % r Cost Plus Fixed Fee Overhead Progress Payment Rate DBE Participation % Overhead Cost Method ❑ Actual Cost ❑ Actual Cost Not To Exceed % • Yes CI No Federal ID Number or Social Security Number 95- 2661922 • Fixed Overhead Rate % Do you require a 1099 for IRS? 0 Yes • No Completion Date March 1, 2015 Fixed Fee $ 5,889.37 ❑ Specific Rates Of Pay • Negotiated Hourly Rate Total Amount Authorized $ Management Reserve Fund $ Maximum Amount Payable $ 57,960.44 ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work 57,960.44 Index of Exhibits (Check all that apply): ® Exhibit A -1 Scope of Work ❑ Exhibit A -2 Task Order Agreement ❑ Exhibit B -1 DBE Utilization Certification ❑ Exhibit C Electronic Exchange of Data ❑ Exhibit D -1 Payment - Lump Sum ® Exhibit D -2 Payment - Cost Plus ❑ Exhibit D -3 Payment - Hourly Rate ❑ Exhibit D -4 Payment - Provisional ® Exhibit E -1 Fee - Lump/Fixed/Unit ❑ Exhibit E -2 Fee - Specific Rates ® Exhibit F Overhead Cost ❑ Exhibit G Subcontracted Work ❑ Exhibit G -1 Subconsultant Fee THIS AGREEMENT, made and entered into this ❑ Exhibit G -2 Fee -Sub Specific Rates ❑ Exhibit G -3 Sub Overhead Cost ® Exhibit H Title VI Assurances ® Exhibit I Payment Upon Termination of Agreement ® Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M -1 a Consultant Certification ® Exhibit M -lb Agency Official Certification ® Exhibit M -2 Certification - Primary ® Exhibit M -3 Lobbying Certification ® Exhibit M -4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page between the Local Agency of City of Tukwila da y of and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Revised 09/2013 Page 1 of 8 A , 2014 , , Washingto ,er called the "AGENCY" , 61-01 /hereinaft 02- 6iA6.9 WITNESSETH THAT: 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 furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1 General Description of Work The work under this AGREEMENT shall consist of the above described 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. 11 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. 111 General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and /or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D /M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this 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 CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD 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 Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant 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 sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from 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 employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 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 Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth 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 CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determ ined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, 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 may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory 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. This 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 concurrence, 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 CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the 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 connection 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. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J ", and disputes concerning claims will be conducted under the procedures found in Exhibit "K ". 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 Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its 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 that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or 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 or 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 or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the 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 shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. 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. 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 a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000) per occurrences and two million dollars ($2,000,000) in the aggregate for each policy period. C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to 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 ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. 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 AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment ", hereafter referred to as "CLAIM ", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of 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 CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review 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 "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M -4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M -4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as 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 material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. By Consultant 44 e,v7 / te•• DOT Page 8 of 8 MIC Smart Street Non - Motorized Project City of Tukwila Exhibit A -1 SCOPE OF SERVICES Construction Management and Contract Administration Services for the MIC Smart Street Non - Motorized Project City of Tukwila AECOM Technical Services, Inc. ( "Consultant ") proposes to provide to the City of Tukwila, Washington ("Client ") construction management services for the MIC Smart Street Non - Motorized Project (hereinafter called "Project "). These services will include inspection, construction management, and contract administration assistance during the construction of the project as detailed in the following: I. INTRODUCTION The following scope of services is based upon the assumptions outlined herein. Associated costs are detailed in EXHIBIT E -1. Assumptions: • The proposed project team will include a part-time PM /resident engineer and document administrator; and a full -time construction inspector. • A standard working week for project staff is 40 hrs. Should the Client direct fewer hours, the Consultant will not guarantee to perform all of the scope items included in the corresponding subtask during the time spent off the project. • Services will be performed in accordance with the Local Agency Guidelines (LAG) and the WSDOT Construction Manual. The man -hours proposed by the Consultant are an estimate only and are subject to change based on the actual construction schedule and working hours of the Contractor. • Vehicles will be charged based on leased costs, and fuel consumed. • Design by Others: It is understood and agreed that the Consultant did not prepare the Contract Documents for the project, and the Client will provide the Consultant the support of the Engineer -of- Record during the course of the Consultant's work. I. DETAILED SCOPE OF WORK Subtask 1 - Administration /Quality Control Consistent with the hours shown in EXHIBIT E -1, the Consultant shall provide overall project management and contract administration associated with the service agreement between the Consultant and the Client. This effort will include the following elements: 1.1 Prepare of Consultant invoicing and progress reporting to the Client. 1.2 Perform internal administration of the Consultant's Task Order. 1.3 Prepare any supplements to the Consultant's Task Order. 1.4 Attend pre- construction conference. 1.5 Make periodic field visits and conduct project reviews for the quality of services provided by AECOM and consistency with AECOM's project quality plan. Subtask 2 - Document Control Page 1 of 5 Updated: 8/4/2014 MIC Smart Street Non - Motorized Project City of Tukwila Consistent with the hours shown in EXHIBIT E -1, the Consultant shall provide document control services including the following elements: 2.1 Process; track and archive construction records including: Inspectors Daily Reports (IDR's); Requests for Information (RFI's); Submittals; Record of Materials (ROM); Requests for Approval of Materials (RAM's); Statements of Working Days. Consultant shall maintain submittal and RFI logs to track when documents are received and returned to the contractor. 2.2 Compile and review inspector pay quantity and force account records, and prepare monthly contractor progress estimates. 2.3 Review and archive project record documentation associated with prevailing wage reporting, including Requests to Sublet, Intents to Pay Prevailing Wage, Certified Payroll, Affidavits of Wages Paid, and Contractor employee wage interviews. 2.4 Review and archive Certificates of Materials Origin tracking and reconcile against the Projects Record of Materials. 2.5 Prepare and assist with 1 final regulatory audit of the construction project record. 2.6 Attend and provide minutes for the preconstruction conference and up to 5 weekly contractor construction progress meetings. 2.7 Maintain a list of approved change orders and potential change orders. Potential change orders will have a force account estimate of the extra work related to that item(s), until an approved change order is executed. 2.8 Maintain a material testing log that tracks the test date, type of material test, test result, specification requirement and action taken if a failed result is received from the material testing consultant. Subtask 3 — Field Inspection The Consultant shall provide construction inspection services for up to 25 full -time days, consistent with the hours shown in EXHIBIT E -1. This effort will include the following elements: 3.1 Prepare daily construction reports recording the contractor's operations performed for each day the Consultant is on site; measure the quantities of materials installed, log equipment and staff present, weather conditions, and any observed problems or construction issues. 3.2 Prepare Daily Payment Notes, Statements of Working Days, and Force Account Records (if necessary). 3.3 Respond to contractor questions which may arise as to the quality and acceptability of furnished materials or work performed. 3.4 Respond to general questions raised by adjacent property owners, businesses, or general public. Complaints or detailed questions shall be referred to the Client. 3.5 Prepare field records and documents in accordance with Projects Record of Materials. 3.6 Coordinate with Resident Engineer and Client for changes and updates to the ROM. 3.7 For each day the Consultant is on site, provide photographs of traffic control set -up and work activities during the course of construction. Photographs will be in digital format and cataloged by date. 3.8 Facilitate coordination with property owners, businesses, Utilities, and other project stakeholders. 3.9 Facilitate the Contractor's coordination of existing utilities within the project boundaries. 3.10 Review the Record of Materials (ROM) against the material testing results provided by the Project's material testing consultant, and advise the Contractor accordingly. 3.11 Monitor the Contractor's compliance with water quality permits and the requirements of the TESC and SPCC Plans. Page 2 of 5 Updated: 8/4/2014 MIC Smart Street Non - Motorized Project City of Tukwila 3.12 Attend weekly construction meetings up to 5 weekly meetings. 3.13 The Construction Inspector shall review monthly pay estimates with the Contractor and provide recommendations to the Resident Engineer and Client. 3.14 Review the Contractor's construction record drawings on a weekly basis. Upon project completion, verify Contractor provided markups accuracy and forward to the Client. The Consultant Inspector will track and record field changes on drawings and use this information to verify the Contractor's construction record drawings. 3.15 Participate in the Project's final inspection and assist in developing a list of any remaining deficiencies. 3.16 Attend pre- construction conference. 3.17 For the days present on site, the construction inspector shall observe day -to -day construction activities. By providing inspection oversight, the Consultant shall assume no responsibility for proper construction techniques or job site safety but will report to the Contractor and Client any known public safety concerns immediately. The presence of the Consultant's personnel at the construction site is for the purpose of providing to the Client a greater degree of confidence that the completed work will generally conform to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved by the Construction Contractor. 3.18 The Consultant will endeavor to protect all parties against defects and deficiencies in the work of the Contractor, but cannot guarantee the Contractor's performance and shall not be responsible for construction means, methods, measurements, techniques, sequences of procedures, or for safety precautions and programs in connection with the work performed by the Construction Contractor and any subcontractors. Subtask 4 — Construction Management Provide construction management services, consistent with the hours shown in EXHIBIT E -1. This effort will include the following elements: 4.2 Supervise the Consultant's field personnel assigned to the project. 4.3 Liaison between the Contractor's management and the Client's management personnel, acting as the direct point of contract for both parties. 4.4 Organize and chair the Pre - construction conference 4.5 Review and approve daily construction reports prepared by the construction inspector. 4.6 Respond to contractor questions which may arise as to the quality and acceptability of furnished materials, work performed, and to general questions raised by adjacent property owners or general public. 4.7 Respond to Contractor RFI's, and defer to the Engineer of Record for a response when appropriate. 4.8 Review Contractor submittals, and defer to the Engineer of Record for a review when appropriate. 4.9 Review the Record of Materials (ROM) against the material testing results provided by the Project's material testing consultant, and advise the Contractor accordingly. 4.10 Review the Contractor's baseline project schedule, and then monitor that schedule throughout the course of the project for compliance with the provisions of the Contract. Monitoring shall include review of periodic schedule updates submitted by the Contractor. 4.11 Facilitate coordination between the Contractor, Client and project stakeholders regarding status and issues of construction activities. 4.12 Facilitate utility coordination for existing and new utility improvements. 4.13 Chair up to 5 weekly construction meetings. Page 3 of 5 Updated: 8/5/2014 MIC Smart Street Non - Motorized Project City of Tukwila 4.14 Prepare official correspondence to the Contractor and issue upon the Client's approval. 4.15 Issue field directives and stop work notices to the Contractor when necessary, with the Client's approval. 4.16 Issue Correction Notices when appropriate. 4.17 Review monthly pay estimates with the Contractor and provide recommendation to the Client for release of payment. 4.18 Supervise contract close -out activities including as -built drawings, final payment, and completion notices. Consultant shall provide the Client, at contract close -out, construction records to the all applicable funding agencies. 4.19 The Consultant shall assume no responsibility for proper construction techniques or job site safety but will report to the Contractor and Client any observed public safety concerns immediately. The presence of the Consultant's personnel at the construction site is for the purpose of providing to the Client a greater degree of confidence that the completed work will generally conform to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved by the construction Contractor. 4.20 The Consultant will endeavor to protect all parties against defects and deficiencies in the work of the Contractor, but cannot guarantee the Contractors' performance and shall not be responsible for construction means, methods, measurements, techniques, sequences of procedures, or for safety precautions and programs in connection with the work performed by the construction contractor and any subcontractors. Subtask 5 — Public Outreach / Client Meetings The Consultant's construction inspector shall provide limited assistance with project outreach consistent with the following: The Consultant shall, under direction of the Client, assist with delivering informational flyers for the upcoming construction activities, road closures, temporary traffic controls, and other pertinent information. The Consultant shall also assist the Client in responding to questions and issues raised by private citizens and local businesses relative to the Project. Subtask 6 — Materials Testing The Consultant will retain a materials testing subconsultant to perform soil and concrete testing which includes: gradations, in -place soil density, Proctor compaction tests, and asphalt compaction. These services are budgeted as an allowance and the actual costs of the testing effort may vary. The Consultant shall advise the Client regarding the status of the materials testing budget to allow funds to be adjusted as necessary. Subtask 7 — Survey Verification None. Subtask 8 — Change Order Resolution The Consultant shall provide services up to 8 hours for preparing change order packages, this includes independent cost estimates (ICE), change order forms; and, force account records. Subtask 9 — Claims /Disputes Support No services are provided under this section. III. Consultant Deliverables; including but not limited to: Inspector Daily Reports ii. Construction Photographs — 1 Set Page 4 of 5 Updated: 8/4/2014 MIC Smart Street Non - Motorized Project City of Tukwila iii. Weekly Meeting Minutes and Agendas iv. Submittal, RFI, and Material Testing Logs v. Change Order and Potential Change Order Log vi. Declaration of Substantial Completion vii. Monthly Contractor Pay Requests with field note record and quantity documentation viii. Punch -lists and tracking documentation ix. Physical Completion Letter and Recommendation of Final Acceptance Letter x. All Project Records received from the Contractor described under Subtask 2 xi. Other records generated as a result of this Contract, when demanded by the Client, or as deemed necessary by a public record request. xii. Preparation of the Record of Materials (ROM) IV. Responsibilities of the Client Provide CM oversight and approval authority for all construction activities. ii. Manage the Designer -on- Record team as part of the Project Designer's on -call design support and architectural submittal review. Process all contract documents through the City's approval process (e.g. CM services invoices, construction contract, monthly pay estimates, change order execution, cost reduction proposals, time extensions, etc.). iv. Provide preferred forms and formats, and filing structure to the Consultant. v. Oversee the Consultant on conducting schedule evaluation, monitoring, and evaluate Time Impact Analysis for changes. vi. Provide and assist the Consultant in utility coordination with third -party utilities under project specific or franchise agreements. vii. Review the Pre - Construction Conference agenda and all hand -out materials, before the Consultant conducts the Pre - Construction Conference. viii. Coordinate and schedule any public meetings required before, during and after construction. ix. Provide operations & maintenance interface with other City Staff for ongoing project issues. x. Provide CM tools for Team use including: Project ROM, IDR, Project File Index, Change Order, Force Account tracking and Pay Estimate forms. Page 5 of 5 Updated: 8/4/2014 Exhibit D -2 Payment (Cost Plus a 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 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 to all applicable portions of 48 CFR Part 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, direct non -salary costs, and fixed fee. 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. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 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 two options are explained as follows: a. 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. b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub - consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an 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. DOT Form 140 -089 EF Exhibit D -2 Revised 6/08 Failure to supply this information by either the prime CONSULTANT or any of their sub - consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY, 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 Non - Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Cost b. The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable wh the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services 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 person - hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. 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, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct Salary, Direct Non - Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the 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, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. D. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. Exhibit E -1 City of Tukwila - MIC Smart Street Non - Motorized Project Consultant Fee Estimate for Engineering Contracts AECOM AECOM Labor - Home Office Employee Classification Hours Rate Cost Mike Horton PM / RE 100.00 $ 72.43 $7,243.00 100.00 $7,243.00 $7,243.00 Overhead (OH Cost — Including Salary Additives): OH Rate x DSC of 147.56% x $7,243.00 $10,687.77 Fee Fee Rate x DSC of 30.00% x labor Subtotal - Home Office AECOM Labor - Field Office Employee Silvia Manescu Robert Moody Classification $7,243.00 $2,172.90 $20,103.67 Hours Rate Cost Documentation 100.00 $ 40.12 $4,012.00 Inspection 204.00 $ 41.06 $8,376.24 Overhead (OH Cost — Including Salary Additives): OH Rate x DSC of 117.16% Fee: Fee Rate x DSC of 30.00% ;Labor Subtotal - Field Office Labor Subtotal Reimbursable Vehicles - Mileage Expenses • Subconsultant Materials Testing Allowance Surveying Total DSC x x 304.00 $12,388.24 $12,388.24 . $12,388.24 $12,388.24 $14,514.06 $3,716.47 $30,618.77 $50,722.44 Cost $ 3,838.00 $ 1,000.00 $4,838.00 Cost $ 2,400.00 $0.00 $2,400.00 SubTotal $57,960.44 [Management Reserve Total $57,960.44 Exhibit F Overhead Rates Please see the attached sheets. Washington State ♦W Department of Transportation April 7, 2014 Memorandum TO: Stacie Kelsey, WSDOT Local Programs Manager FROM: Martha Roach, Agreement Compliance Audit Manager SUBJECT: AECOM Technical Services, Inc. Indirect Cost Rate for fiscal year end September 27, 2013 We accept the audit work performed by Cleary Government Services, LLC related to AECOM Technical Services Indirect Cost Rate for the above referenced fiscal year. Cleary Government Services audited AECOM Technical Services indirect costs for compliance with Federal Acquisition Regulations (FAR), Subpart 31; our office did not review their audit work. We were also provided with a .letter from Minnesota Department of Transportation, which accepts these audited rates. Based on our acceptance of Cleary Government Services audit and the Minnesota letter, we are issuing this memo establishing the AECOM Technical Services indirect, Cost Rate for fiscal year ending September 27, 2013 home office rate at 147.56 % of direct labor and field office rate at 117.16% of direct labor. Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the Indirect Cost Rate. If you have any questions, feel free to call me at (360) 705 -7006 or via email at roachma a,wsdot.wa.gov. Cc: Steve McKerney File DOT Form 700 -000 EF " " "so' Minnesota Department of Transportation Office of Audit — MS 190 395 John Ireland Boulevard Saint Paul, Mld 55155 March 31, 2014 John McNamara AECOM Technical Services, Inc. 701 Edgewater. Dr. PO Box 6236 Wakefield, MA 01880 -5371 Dear Mr. Roche: Below are the Minnesota Department of Transportation (Mn /DOT) approved overhead rates for AECOM Technical Services, Inc. for the fiscal year ended September 27, 2013. The rates, determined by a desk review conducted by representatives of Mn /DOT, are based on the audit performed by the CPA firm of Cleary Government Services, LLC. We accept the CPA audited rates. The approved home office rate of 147,56 percent of direct labor and the approved field office rate of 117.16 percent of direct Tabor will be applied to fiscal year 2013 labor to close out actual cost plus agreements and will be used provisionally until new rates are approved by Mn /DOT. We used the cost principles contained in Code of Federal Regulations, Title 48, Federal Acquisition Regulations (FAR), Chapter 1, Subpart 31.2 as criteria in the determination of allowable costs. Our review is not a cognizant approval in accordance with 23 CFR 172 and 23 USC 112. If you have any questions or concerns, please contact me at (651) 366 -4130. Sincerely, Bruce Kalland, CPA, CGFM External Audit Manager cc: Dawn Thompson, Mn /DOT Consultant Services Kathy Carlsten, AECOM An Equal Opportunity Employer EC®A Certification of Final Indirect Costs Fiscal Year 2013 Firm Name: AECOM Technical Services, Inc. (ATS) Indirect Cost Rate Proposal: _Home: 147.56% ; Field 117.16 %_ Date of Proposal Preparation (mmldd /yyyy): 3/21/2014 Fiscal Period Covered (mm/ddlyyyy to mm /ddlyyyy): September 29, 2012 to September 27, 2013 I, the undersigned, certify that 1 have reviewed the proposal lo establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. 1.) Al! costs included in this proposal to establish final indirect cost rates are allowable In accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2. 2.) This proposal does not Include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and Indirect cast rates have been disclosed. Signature: Name of Certifying Official (Print); John McNamara Title: Government Accounting & Cost Compliance Manager Dale of Certification (mm /dd/yyyy): _3/21/2014 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- - discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non - compliance: In the event of the CONSULTANT'S non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140-089 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I 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. DOT Form 140 -089 EF Exhibit 1 Revised 6/05 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and /or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1— Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If . this is the case, then the process will not proceed beyond this point. • DOT Form 140 -089 EF Exhibit J Revised 6/05 It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H &LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H &LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1— Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140 -089 EF Exhibit, K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim (s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Exhibit M -1(a) Certification Of Consultant Project No. 91310406 Local Agency I hereby certify that I am , , , e..- /a/, 404 7 and duly authorized representative of the firm of AECOM Technical Services whose address is 7/o °1 N*° /tve/ $v,}ra Awe/ 5e 4 Wfr 917/O ? and that neither I nor the above firm I here represent has: (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 the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. g/f, e Date DOT Form 140 -089 EF Exhibit M -1(a) Revised 6/05 Signature Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Tukwila Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. j4ld1.(J14- aft i 2i / Date DOT Form 140 -089 EF Exhibit M -1(b) Revised 6/05 Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -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 (I) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): AECOM Technical Services l%' (Date) DOT Form 140 -089 EF Exhibit M -2 Revised 6/05 (Si. ature) President or Authorized Official of Consultant Exhibit M -2 Attachment Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions AECOM Technical Services, Inc. (ATS) performs thousands of contracts each year. From time to time, occasions arise when ATS does not complete the performance of an awarded contract resulting in its termination. These situations include (i) where a client is unsuccessful in securing funding for a particular project that is then terminated, (ii) where a client terminates a contract for convenience, (iii) where ATS ceases performance for nonpayment or other breach of contract in accordance with contract terms, or (iv) for default. Within the past three (3) years, ATS (i) has not failed to complete a contract where the other party to such contract was not in breach unless the contract afforded ATS that right, and (ii) ATS has not had a contract terminated by a client wherein that termination was ultimately determined to be other than for convenience with the exception of the following instance: a) In November of 2012, AECOM received a notice from the City of Sarasota, Florida, notifying AECOM that it has terminated its contract with AECOM for the design of a sewer lift station for default. AECOM disagrees with the termination and will look to contest it. Meanwhile, AECOM is working with the City to resolve any issues in an amicable manner. Exhibit M -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): AECOM Technical Services (rte( ate DOT Form 140 -089 EF Exhibit M -3 Revised 6/05 nature) President or Authorized Official of Consultant Exhibit M -4 Certificate of Current Cost or Pricing Data This is to certify 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 /ifiC Ale7im 176d* are accurate, complete, and current as of /44 * *. 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. Firm AECOM Technical Services Name /Y% `/& f) Title eperet ,/g 44 j.r z42,-t77 Date of Execution*** 8/04 * 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. ** DOT Form 140 -089 EF Exhibit M -4 Revised 6/05