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HomeMy WebLinkAboutReg 2013-07-15 Item 3H - Contract Supplement #1 - Supplemental Environmental Impact Statement for Tukwila Urban Center Plan with Fehr & Peers for $5,500COUNCIL AGENDA SYNOPSIS Initials Meeting Date 07/15/13 Mayor's review Council review 1111 ITEM INFORMATION ITEM No. 3.H. 73 STAFF SPONSOR: JACK PACE ORIGINAL AGENDA DATE: 7/15/13 AGENDA ITEM TITLE Contract Statement Supplement for Services related to the Supplemental Environmental Impact (SEIS) for Tukwila's Urban Center Plan CATEGORY ❑ Discussion Mtg Date Motion Date 7/15/13 ❑ Resolution Mtg Date ❑ Ordinance Mtg Date ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date ►1 Mtg SPONSOR ❑ Council ❑ Mayor ❑ HR /1 DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police ❑ Ply SPONSOR'S This contract and supplement is for completing the SEIS on the Southcenter Plan. As part SUMMARY of the scope of services, the consultant originally assumed leveraging prior work in the area to qualitatively describe the air quality impacts, but now must perform a more detailed quantitative analysis, due to a lack of comparable analyses. Council is being asked to approve the contract with Fehr &Peers for $45,219.62. This amount is fully funded by the federal Tukwila Urban Center /TOD grant. REVIEWED BY ❑ COW Mtg. ❑ CA &P Cmte ❑ F &S Cmte ❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. DA1E: 7/9/13 COMM i 1EE CHAIR: /1 Transportation Cmte ❑ Planning Comm. KRULLER RECOMMENDATIONS: SPONSOR /ADMIN. COMMITTEE Department of Community Development COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $45,219.62 $45,219.62 $0,00 Fund Source: FEDERAL GRANT: TUKWILA URBAN CENTER /TRANSIT ORIENTED DEVELOPMENT Comments: MTG. DATE RECORD OF COUNCIL ACTION 07/15/13 MTG. DATE ATTACHMENTS 7/15/13 Informational Memorandum dated 6/26/13 Supplemental Agreement with a New Maximum Amount Payable of $45,219.62 Local Agency Standard Consultant Agreement with Fehr & Peers for $39,719.62 Minutes from the Transportation Committee meeting of 7/9/13 73 74 TO: City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM Mayor Haggerton Transportation Committee FROM: Jack Pace, Community Development Director, BY: Lynn Miranda, Senior Planner (MM DATE: June 26, 2013 SUBJECT: Contract Supplement for Services related to the Supplemental Environmental Impact Statement (SEIS) for Tukwila's Urban Center Plan ISSUE Approve a contract and supplement for services related to the Draft Supplemental Environmental Impact Statement (SEIS), including completing an air quality impact analysis, for the Southcenter Subarea Plan. Preparation of the SEIS is fully funded by the federal Tukwila Urban Center/TOD grant. BACKGROUND The Planning Commission completed their initial review of the draft Southcenter Plan, revised TMC Chapter 18.28 TUC, and Southcenter Design Manual in October, 2012. A non - project SEIS is being prepared to evaluate and compare potential impacts from a "No Action Alternative" and the "Proposed Action" (the draft Southcenter Plan) on land use, aesthetics, transportation, and air quality, and how those impacts might be mitigated. Environmental review must be completed prior to the City Council considering adoption of the draft Southcenter Plan and implementing regulations. The majority of the draft environmental impact analysis is completed. The remaining work consists of the air quality portion of the transportation impact analysis. In the original scope of work the consultant team assumed that they would be able to leverage prior work in the area to qualitatively describe the potential air quality impacts from the auto trips associated with the new development anticipated under the Proposed Action (draft Southcenter Plan) scenario. However, after an extensive search of records in Seattle, East King County, and South King County by the consultant, no intersection transportation air quality analysis was found with comparable 2031 traffic volumes and delay, and using the required modeling software. DISCUSSION Additional funding is required to perform a detailed SEPA -level quantitative carbon monoxide dispersion model analysis for the Proposed Action scenario. The results of the air quality analysis will be documented in a memorandum with background text describing the relevant policies and practices that are relevant to SEPA air quality analysis. The original contract for services to develop the transportation chapter for the SEIS was for $39,719.62. A contract supplement for $5,500 is needed to complete the air quality impact/conformity review, bringing the new total amount authorized to $45,219.62. City Council approval of the contract supplement is required. FINANCIAL IMPACT The $45,219.62 contract supplement is fully funded by the federal Tukwila Urban Center/Transit Oriented Development grant. No additional City funding is needed. 75 INFORMATIONAL MEMO Page 2 RECOMMENDATION The Transportation Committee is being asked to approve the contract supplement for a new total amount authorized of $45,219.62, and to forward the contract supplement to the City Council's July 15, 2013 Regular Meeting Consent Agenda for approval. ATTACHMENTS Supplemental Agreement with a New Maximum Amount Payable of $45,219.62 Local Agency Standard Consultant Agreement with Fehr & Peers for $39,719.62 W:\ Users \LYNNM \GrantAdmin \Fehr &Peers \CCmemo AQ 2.doc 76 Washington State V/ Department of Transportation Supplemental Agreement p M g Number Organization and Address Fehr &Peers 1004 4th Ave Suite 4120 Seattle, WA 98154 Phone: 206.576.4220 Original Agreement Number LA -5377 (13 -052) Project Number TCSP (010) Execution Date 3/4/2013 Completion Date 12/30/2013 Project Title Tukwila Urban Center Plan SEIS New Maximum Amount Payable $ 45,219.62 Description of Work Prepare the revised transportation chapter of the Supplemental Environmental Impact Statement (SEIS) on Tukwila's Urban Center (TUC) Plan The Local Agency of City of Tukwila, Washington desires to supplement the agreement entered into with Fehr & Peers and executed on 3/4/2013 and identified as Agreement No. LA -5377 (13 -052) All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: Replace existing Task 6 with the new Task 6 on attached sheet 11 Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: NA 111 Section V, PAYMENT, shall be amended as follows: Total amount anthori7ed %45,219 67 Maximum amount payTS45,719 67 as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: Fehr & Peers By: City of Tukwila, Washington DOT Form 140 -063 EF Revised 9/2005 Consultant Signature Approving Authority Signature Date 77 City of Tukwila Supplemental Agreement with Fehr & Peers Original Agreement Number LA -5377 (13 -052) Project Title: Tukwila Urban Center Plan SEIS Section 1. SCOPE OF WORK, is hereby changed to read: Exhibit A -1 Scope of Work Task 6. Air Quality Conformity Analysis. Environ will perform a detailed quantitative carbon monoxide dispersion model analysis for the Proposed Action/High Density scenario. This will include preparing a SEPA level air quality hot -spot analysis based on using MOVES emission rates and CAL3QHC dispersion modeling (for 2030 Proposed Action/High Density Scenario). The results of the air quality analysis will be documented in a memorandum with some background text describing the relevant policies and practices that are relevant to SEPA air quality analysis. 78 C'ounc'il- ApprovalaN /A Local Agency Standard Consultant Agreement Consultant/Address/Telephone Fehr & Peers 1004 4th Ave Suite 4120 Seattle, WA 98154 206.576.4220 ❑ Architectural /Engineering Agreement ►�4 Personal Services Agreement Agreement Number LA 5377 Project Title And Work Description Prepare the revised transportation chapter of the Supplemental EIS on Tukwila's Urban Center (TUC) Plan Federal Aid Number TCSP (010) Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ % ►� Cost Plus Fixed Fee Overhead Progress Payment Rate DBE Participation % Overhead Cost Method ❑ Actual Cost ❑ Actual Cost Not To Exceed % % ❑ Yes @ No Federal ID Number or Social Security Number 91- 1393259 0 Fixed Overhead Rate 172.97 Do you require a 1099 for IRS? ❑ Yes @ No Completion Date December 30, 2013 Fixed Fee $ 4,019.00 ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Total Amount Authorized $ Management Reserve Fund $ Maximum Amount Payable $ 39,719.62 39,719.62 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 El 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 IN Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M -la 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 the City of Tukwila day of h1 f v-C , Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Revised 3/2008 Page 1 of 8 01015 , o a CSY� e'1% 79 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 80 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 81 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 82 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 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 terns 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 83 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 and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). 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 84 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 85 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 (k/k/29 ///k)(D' Agen By Consultant Fehr & Peers DOT Form 140 -089 EF Revised 3/2008 86 Page 8 of 8 ity of Tu ;) RLj(9r'' Exhibit A -1 Scope of Work This draft scope of work outlines Fehr & Peers' tasks to develop a 2030 baseline model run and transportation analysis for the Southcenter Subarea Plan EIS document. Task 1— Update Travel Model Fehr & Peers will update the land use data in the City of Tukwila Travel Demand Forecasting (TDF) Model to reflect 2030 conditions without the land uses expected as part of the Southcenter Subarea Plan. The City of Tukwila will provide Fehr & Peers population and employment (or non - residential square footage) data by TAZ for this task. In addition, Fehr & Peers will update the roadway network to reflect conditions without the Southcenter Subarea plan. We anticipate one meeting with the City to finalize the TDF model updates. Task 2 — Run and Post Process Travel Model Fehr & Peers will run the TDF model with the updated data and post - process the data using the same technique used for the Transportation Master Plan (TMP) update. The post - processed travel demand data will reflect PM peak hour conditions. Task 4 — Evaluate Traffic LOS Fehr & Peers will use the TDF model data generated in Task 2 to update the Synchro /SimTraffic model developed for the TMP update. We will develop a 2030 baseline PM peak hour Synchro /SimTraffic model. We have reviewed the results of the TMP and based on the traffic analysis, we propose analyzing the traffic LOS at the following intersections. These intersections are most likely to have a significant adverse impact related to the Southcenter Subarea Plan land uses. 1. S 180th St /Southcenter Pkwy 2. S 180th St /Andover Park West 3. S 180th St /W Valley Hwy 4. Minkler Blvd /Southcenter Pkwy 5. Minkler Blvd /Andover Park West 6. Strander Blvd /Southcenter Pkwy 7. Strander Blvd /Andover Park West 8. Strander Blvd /Andover Park East 9. Strander Blvd /W Valley Hwy 10. 1 -5 Off- Ramp /Southcenter Pkwy (Nordstrom) 11. Tukwila Pkwy /615T Ave 12. 1 -405 NB Ramps /W Valley Hwy 13. Southcenter Blvd /W Valley Hwy 14. 1 -405 SB Ramps /Interurban Ave 15. Southcenter Blvd /66th Ave 16. Southcenter Blvd /61St Ave 17. Southcenter Blvd /I -405 SB Off -Ramp 18. Tukwila Pkwy /66th /Andover Park East 19. Tukwila Pkwy /Andover Park West Task 5 — Qualitative Evaluation of other Non - Traffic Transportation Conditions 87 Fehr & Peers will qualitatively document the differences in the transportation system with and without the proposed Southcenter Subarea Plan. This will form the basis for evaluating potential impacts and benefits of the Southcenter Subarea Plan for transit, pedestrian travel, and bicycling. Specifically, as part of this task, we will evaluate the potential traffic impacts of reconfiguring Andover Park East to include bicycle lanes , parking, and other design features that would reduce auto capacity. Since the reconfigurations would generally not impact the intersection operations, the focus of this analysis will be on the midblock segments. Task 6 — Air Quality Conformity Analysis Environ will perform an air quality impact /conformity review effort would include qualitative analysis based on review of traffic intersection LOS analysis. Based on our knowledge of the study area, the air quality conformity analysis will focus on the intersection of W. Valley Hwy. /S. 180`h St. since that intersection has the highest traffic volumes in the study area and represents worst -case conditions in the study area. Environ will perform a simple screening review based on consideration of existing and projected future LOS and comparison with other similarly -sized and similarly operating (i.e., LOS and volume) intersections that have been previously analyzed using dispersion modeling. The results of the air quality conformity analysis will be incorporated into a memo for review by City staff. Note that the memo will not include any additional information that is occasionally included in a SEPA document (e.g., existing setting and review of applicable rules and regulations). It is anticipated that the City or the EIS consultant will provide this generic background information from other sources. Task 7 — Evaluate Impacts Using the data from Tasks 4 and 5, along with the traffic LOS data from the TMP update, Fehr & Peers will identify and document potential transportation impacts from the Southcenter Subarea Plan. An important element to this task will be a conference call with City staff to discuss a threshold of significance for potential transportation impacts. The results of this task will be incorporated into tables and maps for inclusion in the transportation chapter of the EIS. Task 8 — Identify Mitigation Measures Fehr & Peers will work with the City staff to identify mitigation measures for any significant adverse transportation impacts. It is envisioned that the mitigation measures will largely be derived from the TMP, however, some additional mitigation measures may be included. To make this task more streamlined, we propose holding a workshop with City staff to discuss and refine the initial set of mitigation measures that will be included in the EIS document. Task 9 — Documentation 88 Fehr & Peers will document the methods, analysis results, impact findings, and mitigation measures in either a stand -alone transportation impact report or the transportation chapter of an EIS. We will submit a draft document for one round of review by City staff and we will respond to one set of consolidated comments. After incorporating the comments, we will update and finalize the documentation. Task 10 — Meetings Fehr & Peers anticipates attending three meetings with City staff during the course of the project (as described in Tasks 1, 5, and 8). In addition, we have budgeted to attend one Planning Commission and one City Council meeting. 89 90 Exhibit C Electronic Exchange of Engineering and Other Data The consultant will provide the City of Tukwila the following technical data in support of the Southcenter EIS in electronic format: • Synchro /Sim Traffic files (Version 7) • Updated travel model files EMME version 3.3 The consultant will provide the Synchro /SimTraffic files via email per the City's request and the EMME files will be mailed on DVD per the City's request. The an electronic copy of the document will be provided in Word and PDF format via email. 91 92 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 fine'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 93 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 94 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. 95 96 Exhibit E -1 Prime Consultant Fee Determination - Summary Sheet Project: Southcenter Subarea Plan EIS Prime Consultant: Fehr & Peers Direct Salary Cost (DSC): Classification Man Hours Rate = Cost Principal 8 X $ 72.93 $ 583.44 Project Mqr. /Travel Modeler 90 X $ 48.08 $ 4,327.20 Project Enqineer /Planner 140 X $ 31.97 $ 4,475.80 GIS /Graphics 32 X $ 29.44 $ 942.08 Administrative 40 X $ 28.85 $ 1,154.00 Total DSC = $ 11,482.52 Overhead (OH Cost -- including Salary Additives): 172.97% X $ 11,482.52 = $ 19,861.00 OH Rate x DSC of Fixed Fee (FF): FF Rate x DSC of Reimbursibles: Prime Consultant Total Grand Total 35% X $ 11,482.52 = $ 4,019.00 Travel $ 360.00 Printing, Meeting Materials $ 1,000.00 $ 36,723.00 $ 39,719.62 Prepared By: Chris Breiland Date: 2/11/2013 97 98 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Air Quality Analysis DOT Form 140 -089 EF Exhibit G Revised 6/05 99 Exhibit G -1 Subconsultant Fee Determination - Summary Sheet (Mandatory when Subconsultants are utilized) Project: Southcenter Subarea Plan EIS Subconsultant: ENVIRON International Corporation Direct Salary Cost (DSC): Classification Person Hours Rate Cost Principal 14 x $69.71 x $975.94 Admin Asst. 1.5 x $26.92 x $40.38 x x x x x x x x x x x x x x Overhead (OH Cost - including Salary Additives): OH Rate x DSC of: 159.85% x Fixed Fee (FF) Total DSC = $1,016.32 $1,016.32 = $1,624.59 FF x DSC of: 35.00% x $1,016.32 = $355.71 Reimbursables: Itemized (None anticipated) SubConsultant Total Prime Mark -Up x $2,996.62 Grand Total $2,996.62 Prepared By: Richard Steffel Date: 2/7/2013 DOT Form 140 -089 EF Exhibit G -1 Revised 8/07 100 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 6105 101 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. 102 Exhibit 1 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 I Revised 6/05 103 104 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 105 • 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. 106 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 6/05 107 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. 108 Exhibit M -1(a) Certification Of Consultant I hereby certify that I am Chris Breiland Project No. Local Agency representative of the firm of Fehr & Peers and duly authorized whose address is 1001 4th Avenue, Suite 4120, Seattle, WA 98154 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. 2/13/2013 Date Signature DOT Form 140 -089 EF Exhibit M -1(a) Revised 6/05 109 Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of IoKwilc, 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. 3 - L/ -i Date DOT Form 140 -089 EF Exhibit M -1(b) Revised 6/05 110 Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 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 (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): 2/13/2013 Fehr & Peers (Date) DOT Form 140 -089 EF Exhibit M -2 Revised 6/05 (Signatur resident or Authorized Official o Consultant 111 112 TRANSPORTATION COMMITTEE - Meeting Minutes July 9, 2013 — 5:15 p.m. — Conference Room #1 City of Tukwila Transportation Committee PRESENT Councilmembers: Kate Kruller; Chair, Dennis Robertson (Absent: Joe Duffle) Staff: Bob Giberson, Frank Iriarte, Cyndy Knighton, Gail Labanara, Lynn Miranda, Robin Tischmak, Pat Brodin, Laurel Humphrey CALL TO ORDER: The meeting was called to order at 5:15 p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA A. Tukwila Urban Center — Transit Center Staff is seeking Council approval of an agreement between King County, Tukwila, Burien, SeaTac, and Renton for the design, construction, ownership, and maintenance of the F Line RapidRide Fiber Optic Project. As part of the new infrastructure required by the F Line, fiber optic cables are being installed along the entire route. Additional strands beyond those required for F Line communication needs are being allocated to the five jurisdictions and others for uses to be determined by the cities. This agreement defines how the agencies will work together in implementation of this project, detailing ownership, and maintenance responsibilities. Staff confirmed for Committee members that future maintenance will likely be very minimal and much can be performed by the City. MAJORITY APPROVAL. FORWARD TO JULY 22, 2013 C.O.W. B. Contract Supplement — Services related to the Supplemental Environmental Impact Statement (SEIS) for Tukwila's Urban Center Plan Staff is seeking Council approval of a contract supplement with Fehr & Peers in the amount of $5,500 in order to complete an air quality impact analysis for the Southcenter Subarea Plan, as part of the Supplemental Environmental Impact Statement (SEIS). This additional funding is required because the original scope of the contract assumed that the consultant team would be able to leverage prior work to assess air quality impact, but the consultant found nothing comparable that would be useful. The SEIS, including this contract supplement, is fully funded by the federal Tukwila Urban Center /Transit Oriented Development grant. MAJORITY APPROVAL. FORWARD TO JULY 15, 2013 REGULAR CONSENT AGENDA. C. Interlocal Agreement — State Purchasing Staff is seeking Council approval of the Master Contract Usage Agreement (MCUA) with the State of Washington's Department of Enterprise Services to continue using state contracts as a purchasing resource. The State's General Administration Department, who previously administered the Washington State Purchasing Cooperative, has been replaced by the Department of Enterprise Services. Existing membership in the purchasing cooperative ended in June 2013, and in order to continue using state contracts, the City must sign a new agreement with the Department of Enterprise Services. MAJORITY APPROVAL. FORWARD TO JULY 15, 2013 REGULAR CONSENT AGENDA. H: \Committee Minutes \Transportation \Trans 070013.docx 113