HomeMy WebLinkAboutTransportation Committee - 03 Mar 2025 - Agenda - Pdf
CITY OF RENTON
AGENDA - Transportation Committee Meeting
5:00 PM - Monday, March 3, 2025
7th Floor Council Conference Room/Videoconference
1. SUPPLEMENTAL AGREEMENT #2 TO CAG-24-268 PROFESSIONAL
SERVICES AGREEMENT WITH TRANSPO GROUP USA, INC. FOR
ENGINEERING DESIGN SERVICES FOR THE OAKESDALE AVENUE SW
PAVEMENT PRESERVATION PROJECT
a) AB - 3759 Public Works Transportation Systems Division recommends execution of
Supplemental Agreement No. 2 to CAG-24-268, contractor Transpo Group, USA, Inc., in
the amount of $285,889.66, for additional engineering services for the Oakesdale Ave SW
Pavement Preservation project.
2. PROFESSIONAL SERVICES AGREEMENT WITH PERTEET, INC, FOR
PRELIMINARY AND FINAL DESIGN SERVICES FOR THE CITY OF RENTON
SUNSET TRAIL PROJECT
a) AB - 3750 Public Works Transportation Systems Division recommends execution of a
professional services agreement with Perteet, Inc., in the amount of $1,243,483 for
preliminary and final design plus right-of-way services for the Sunset Trail project.
3. 2025-2026 ORCA BUSINESS CARDS AND BUSINESS PASSPORT PRODUCTS
AGREEMENT
a) AB - 3751 Public Works Transportation Systems Division recommends execution of the
2025-2026 ORCA Business Cards and Business Passports Agreement with King County
Metro, in the amount of $117,949.20, for the purchase of public transit passes for 355
eligible employees in compliance with the state's Commute Trip Reduction law.
4. ADDENDUM 8-25 TO LAG-93-004 WITH BHC INC
a) AB - 3752 Public Works Airport requests execution of Addendum 8-25 to LAG-93-004,
lease with BHC Inc., to correct an error in Addendum 7-24 regarding insurance
requirements.
5. AMENDMENT 7-25 TO LAG-12-004 WITH BOSAIR, LLC
a) AB - 3753 Public Works Airport requests execution of Amendment 7-25 to LAG-12-004,
lease with Bosair, LLC, to adjust the lease rate and make clerical updates. This adjustment
increases the annual revenue to $111,520.39 plus leasehold excise tax.
6. EMERGING ISSUES IN TRANSPORTATION
If you would like to attend this week's meeting remotely, you can do so by going to
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You can call through Zoom at (253) 215-8782 and use the Meeting ID.
AB - 3759
City Council Regular Meeting - 24 Feb 2025
SUBJECT/TITLE: Supplemental Agreement #2 to CAG-24-268 Professional Services
Agreement with Transpo Group USA, Inc. for Engineering Design
Services for the Oakesdale Avenue SW Pavement Preservation Project
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Transportation Systems Division
STAFF CONTACT: Bob Hanson, Transportation Design Manager
EXT.: 7223
FISCAL IMPACT SUMMARY:
This professional services supplemental agreement No.2 for engineering design services with Transpo Group
USA, Inc. totals $285,889.66. The total Oakesdale Avenue SW Pavement Preservation Project budget is
$2,458,000. After this supplemental agreement No.#2, a project budget balance of $1,960,000 remains.
SUMMARY OF ACTION:
The Oakesdale Ave SW Pavement Preservation will resurface the roadway along Oakesdale Ave SW from SW
34th St to SW 16th St, install bike lanes, update channelization through restriping, upgrade intersection ramps
to current Public Right Of Way Accessibility Guidelines standards, adjust or evaluate replacement of existing
features affected by resurfacing such as monuments, catch basins, or drainage grates.
This supplemental agreement No.#2 retains the services of Transpo Group USA, Inc. for complete engineering
design services for the project. The Consultant will lead the project and work in coordination with
subconsultant, LDC, Inc, to provide a consistent overall project design across engineering disciplines. The
scope of work includes an alternatives analysis and design tasks up to the delivery of 100% bid-ready plans,
specifications, and estimate.
This project is funded in part by a $1,300,000 FHWA grant.
EXHIBITS:
A. Supplemental Agreement No. 2
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to execute a supplement agreement No. 2 to CAG-24-268 professional
services agreement with Transpo Group USA, Inc. to provide design engineering services totaling $285,889.66
for the Oakesdale Avenue SW Pavement Preservation Project.
AGENDA ITEM #1. a)
Kevin Collins
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AGENDA ITEM #1. a)
Oakesdale Ave SW Pavement Preservation
March 3, 2025 – Transportation Committee
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Alaska Airlines Seattle Sounders Kaiser Permanente Federal Reserve Bank N
Boeing CEC
Project will resurface Oakesdale Ave SW from SW 34th St to SW 16th St, install bike lanes,
update channelization, and upgrade intersection ramps to current ADA standards.
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Oakesdale Ave SW Pavement Preservation
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Preliminary Cost Estimate:
•Design: $ 500,000
•Construction: $ 2,500,000
•Right-of-Way: $ 200,000
•$ 1,300,000 FHWA Grant
•$ 437,015 Pending Increase in FHWA Grant
•$ 1,950,000 Transportation Fund 317 (City)
Funding:
Schedule:
•Design: 1Q/2Q 2025
•ROW: 1Q/2Q 2025
•Construction: 3Q/4Q 2025 AG
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Design Consultant Contract / Agenda Bill
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•Design Consultant Contract
•The Transpo Group
•$ 285,889.66
•Final Design – 50% / 100% / Construction Bid Package
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AB - 3750
City Council Regular Meeting - 24 Feb 2025
SUBJECT/TITLE: Professional Services Agreement with Perteet, Inc, for Preliminary
and Final Design Services for the City of Renton Sunset Trail Project
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Transportation Systems Division
STAFF CONTACT: Hebe Bernarndo, Project Manager
EXT.: 7223
FISCAL IMPACT SUMMARY:
The Professional Services Agreement with Perteet, Inc., encompassing engineering design, right- of-way
(ROW) design/ property acquisition, and construction acquisition services. This contract will have a maximum
allowed payment of $1,243,483. The current budget for the design and right-of-way is $1,773,629, as shown in
the following table.
Project Phase Allocated Funding Total Funding by Phase
Design - PSRC Grant $960,150
Design -City Funds $329,819
$1,289,969
ROW - PSRC Grant* $418,660
ROW- City Funds $65,000
$483,660
TOTAL $1,773,629
*Grant awarded but not yet obligated
SUMMARY OF ACTION:
The Sunset Trail Project will install a 12-foot-widemulti-use trail on the north side of NE Sunset Boulevard,
including planters between the trail and the street, street lighting, and retaining walls, all in compliance with
Public Right-of-Way Accessibility Guidelines (PROWAG) Standards. The project islocatedadjacent to the King
County Library, HSIEH Investments 1 properties, and the Renton Housing Authority property, extending from
Edmonds Ave NE to NE 10th St.
This Professional Services Agreement retains Perteet, Inc. to provide engineering design to 100% plan
completion, Right-of-Way (ROW) designandacquisition services, and support through bidding and contract
award for the project. During the preliminary design phase, the consultant will perform project management,
surveying, base mapping, geotechnical investigation, stormwater analysis, structural engineering, Right-of-
Way (ROW) design and acquisition, and bid support. Public outreach and support during the environmental
review process will also be provided.
AGENDA ITEM #2. a)
EXHIBITS:
A. Agreement
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to execute a professional services agreement with Perteet, Inc. for
preliminary and final design, plus right-of-way services totaling $1,243,483 for the Sunset Trail Project.
AGENDA ITEM #2. a)
Local Agency A&E Professional Services
Cost Plus Fixed Fee Consultant Agreement
Agreement Number:
Firm/Organization Legal Name (do not use dba’s):
Address Federal Aid Number
UBI Number Federal TIN or SSN Number
Execution Date Completion Date
1099 Form Required
Yes No
Federal Participation
Yes No
Project Title
Description of Work
Yes No DBE Participation
Yes No MBE Participation
Yes No WBE Participation
Yes No SBE Participation
Total Amount Authorized:
Management Reserve Fund:
Maximum Amount Payable:
Index of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Scope of Work
DBE Participation
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub-consultant Cost Computations
Title VI Assurances
Certification Documents
Liability Insurance Increase
Alleged Consultant Design Error Procedures
Consultant Claim Procedures Agreement Number:
Page 1 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
AGENDA ITEM #2. a)
THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this
AGREEMENT, between the ,
hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this
AGREEMENT, hereinafter called the “CONSULTANT.”
WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1)
of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required
commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide
the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating
to professional registration, if applicable, and has signified a willingness to furnish consulting services to
the AGENCY.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein,
or attached and incorporated and made a part hereof, the parties hereto agree as follows:
I.General Description of Work
The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and
necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor,
and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the
SERVICES as designated elsewhere in this AGREEMENT.
II.General Scope of Work
The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached
hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed
utilizing performance based contracting methodologies.
III.General Requirements
All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall
receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or
individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress,
and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials,
groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT
sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’
notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.”
The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will
outline in written and graphical form the various phases and the order of performance of the SERVICES in
sufficient detail so that the progress of the SERVICES can easily be evaluated.
The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under
this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State
of Washington.
Agreement Number:
Page 2 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
AGENDA ITEM #2. a)
Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per
49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the
commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be
shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime
CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF)
regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the
total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS
perform a minimum of 30% of the total amount of this AGREEMENT.
In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement
is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the
goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not.
The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime)
involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information
shall identify any DBE Participation.
All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.
All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C –
Preparation and Delivery of Electronic Engineering and other Data.”
All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared
by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for
these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or
on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall
be without liability or legal exposure to the CONSULTANT.
Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other
party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:
If to AGENCY: If to CONSULTANT:
Name: Name:
Agency: Agency:
Address: Address:
City: State: Zip: City: State: Zip:
Email: Email:
Phone: Phone:
Facsimile: Facsimile:
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 titled “Completion Date.”
The established completion time shall not be extended because of any delays attributable to the CONSULTANT,
but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of
unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the
CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the
established completion time.
Agreement Number:
Page 3 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant
Agreement Revised 02/01/2021
AGENDA ITEM #2. a)
V.Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES,
specified in Section II, “Scope of Work”. The CONSULTANT shall conform to all applicable portions of 48 CFR
Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits
“D” and “E” and by this reference made part of this AGREEMENT.
A.Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the
CONSULTANT’S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate,
and direct non-salary costs.
1.Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals,
professional, technical, and clerical personnel for the time they are productively engaged in work necessary
to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the
direct salary costs billed to the AGENCY.
2.Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such
on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall
be made at the ICR rates shown in attached Exhibits “D” and “E” of this AGREEMENT. Total
ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT
the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this
AGREEMENT, when accumulated with all other Actual Costs.
A summary of the CONSULTANT’S cost estimate and the ICR percentage is shown in Exhibits “D” and
“E”, attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and
all A&E sub-consultants) will submit to the AGENCY within six (6) months after the end of each firm’s
fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.)
for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by
the ICR schedule. It shall also be used for the computation of progress payments during the following year
and for retroactively adjusting the previous year’s ICR cost to reflect the actual rate. The ICR schedule will
be sent to Email: ConsultantRates@wsdot.wa.gov.
Failure to supply this information by either the prime CONSULTANT or any of their A&E sub-consultants
shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required
information is received and an overhead rate for billing purposes is approved.
The AGENCY’s Project Manager and/or the Federal Government may perform an audit of the
CONSULTANT’S books and records at any time during regular business hours to determine the actual ICR
rate, if they so desire.
3.Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the
CONSULTANT. (excluding Meals, which are reimbursed at the per diem rates identified in this section)
These charges may include, but are not limited to, the following items: travel, printing, long distance
telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed
only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall
comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in
accordance with WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and
revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal
Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-Salary Costs shall include an
itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain
the original supporting documents in their office. Copies of the original supporting documents shall be
supplied to the AGENCY upon request. All above charges must be necessary for the services provided
under this AGREEMENT.Agreement Number:
Page 4 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
AGENDA ITEM #2. a)
4.Fixed Fee: The Fixed Fee, which represents the CONSULTANT’S profit, is shown in attached Exhibits “D”
and “E” of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and
the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT
enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may
include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated
and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported
in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not
previously paid in the progress payments will be covered in the final payment, subject to the provisions of
Section IX entitled “Termination of Agreement.”
5.Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement
Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable
unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in
this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or
10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included
for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any
changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII,
“Extra Work.”
6.Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the
CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this
AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and
the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in
Section XIII, “Extra Work.” No minimum amount payable is guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of
Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings
shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under
Section III, “General Requirements” of this AGREEMENT. The billings will be supported by an itemized
listing for each item including Direct (RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will
be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for
CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of
recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work
on the PROJECT at the time of the interview.
C.Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made
promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT,
contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related
documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by
the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have
against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by
the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that
the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect
to such claims.
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time
of final audit; all required adjustments will be made and reflected in a final payment. In the event that such
final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to
the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute
a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of
overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to
begin the appeal process to the AGENCY for audit findings.
Agreement Number:
Page 5 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
AGENDA ITEM #2. a)
D.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection
by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final
payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon
these records with the following exception: if any litigation, claim or audit arising out of, in connection with,
or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and
accounts shall be retained until such litigation, claim, or audit involving the records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the
State Auditor, WSDOT’s Internal Audit Office and/or at the request of the AGENCY’s Project Manager.
VI.Sub-Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub-consultant, any contract or any other relationship.
Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached
hereto and by this reference made part of this AGREEMENT.
The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub-
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant
shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be
memorialized in a final written acknowledgement between the parties.
All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require
each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With
respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s
Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.
VII.Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s
Agreement Number:
Page 6 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
AGENDA ITEM #2. a)
Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other
persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly
retired employees, without written consent of the public employer of such person if he/she will be working on this
AGREEMENT for the CONSULTANT.
VIII.Nondiscrimination
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants,
subcontractors and successors in interest, agrees to comply with the following laws and regulations:
Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987
(42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259)
through 2000d-4a) • American with Disabilities Act of 1990
•Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.)
(23 U.S.C. Chapter 3 § 324)• 23 CFR Part 200
•Rehabilitation Act of 1973 49 CFR Part 21(29 U.S.C. Chapter 16 Subchapter V § 794) 49 CFR Part 26•Age Discrimination Act of 1975 •RCW 49.60.180(42 U.S.C. Chapter 76 § 6101 et. seq.)
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F”
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in
every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations
or directives issued pursuant thereto.
IX.Termination of Agreement
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten
(10)days written notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate
fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to
the time of termination of this AGREEMENT.
No payment shall be made for any SERVICES completed after ten (10) days following receipt by the
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this
section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for
any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,
the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the
AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES
to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to
Agreement Number:
Page 7 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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AGENDA ITEM #2. a)
date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of
termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the
time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES
performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the
amount, which would have been made using the formula set forth in paragraph two (2) of this section.
If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT’s failure to
perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to
be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed
for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default
clauses listed previously.
The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member,
partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or
other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee.
The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or
more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The
CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT
unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s)
of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT
as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights
with respect to any future act or omission by the CONSULTANT.
X.Changes of Work
The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as
necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find
it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or
revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered
as Extra Work and will be paid for as herein provided under section XIII “Extra Work.”
XI.Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within
10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and
binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the
Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the
parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under
the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior
Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto
agree that all questions shall be resolved by application of Washington law and that the parties have the right of
appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington,
situated in the county in which the AGENCY is located.
Agreement Number:
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XII.Legal Relations
The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
Washington.
The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the
CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons
for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT
to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom
the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees,
sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or
vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or
the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier.
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s
agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
inventions resulting from STATE and/or AGENCY’s, their agents’, officers’ and employees’ failure to comply
with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and
employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or
any other persons for whom the CONSULTANT may be legally liable.
The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor.
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own
employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification
and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
RCW. This waiver has been mutually negotiated between the Parties.
Agreement Number:
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AGENDA ITEM #2. a)
Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of
construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract
administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance
with the contract documents.
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
required, the following insurance with companies or through sources approved by the State Insurance
Commissioner pursuant to Title 48 RCW.
Insurance Coverage
A.Worker’s compensation and employer’s liability insurance as required by the STATE.
B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum
limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the
aggregate for each policy period.
C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for
any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single
limit for each occurrence.
Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and
AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub-
consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning
products and completed operations coverage. This coverage shall be primary coverage and non-contributory and
any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured
coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall
waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to
require complete, certified copies of all required insurance policies at any time.
All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.
The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the
execution of this AGREEMENT to:
Name:
Agency:
Address:
City: State: Zip:
Email:
Phone:
Facsimile:
No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY.
The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to
section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the
authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of
liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT’s professional
liability to third parties be limited in any way.
Agreement Number:
Page 10 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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AGENDA ITEM #2. a)
The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party,
and no third party beneficiary is intended or created by the execution of this AGREEMENT.
The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has
fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is
available to it under other provisions of this AGREEMENT, or otherwise in law.
XIII.Extra Work
A.The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT
in the SERVICES to be performed.
B.If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance
of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise
affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment
in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms
and shall modify this AGREEMENT accordingly.
C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,”
under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY
decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final
payment of this AGREEMENT.
D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However, nothing
in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.
E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for
this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement
to this AGREEMENT.
XIV.Endorsement of Plans
If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering
data furnished by them.
XV.Federal Review
The Federal Highway Administration shall have the right to participate in the review or examination of the
SERVICES in progress.
XVI.Certification of the Consultant and the Agency
Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit
“G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered
Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENT’s
over one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENT’s over
five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and
submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General
Requirements” prior to its performance of any SERVICES under this AGREEMENT.
Agreement Number:
Page 11 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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AGENDA ITEM #2. a)
XVII.Complete Agreement
This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or
modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
to this AGREEMENT.
XVIII.Execution and Acceptance
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
representations, warranties, covenants, and AGREEMENT’s contained in the proposal, and the supporting material
submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
conditions thereof.
XIX.Protection of Confidential Information
The CONSULTANT acknowledges that some of the material and information that may come into its possession
or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is
not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles,
credit card information, driver’s license numbers, medical data, law enforcement records (or any other information
identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State
security data, or information which may jeopardize any part of the project that relates to any of these types of
information. The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence
and not to make use of the State’s Confidential Information for any purpose other than the performance of this
AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such
information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent
or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
managerial safeguards to prevent unauthorized access to the State’s Confidential Information.
Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s
option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential
Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other
steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information.
As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which
the State’s Confidential Information was received; who received, maintained and used the State’s Confidential
Information; and the final disposition of the State’s Confidential Information. The CONSULTANT’s records shall
be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
The AGENCY reserves the right to monitor, audit, or investigate the use of the State’s Confidential Information
collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
investigating may include, but is not limited to, salting databases.
Agreement Number:
Page 12 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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AGENDA ITEM #2. a)
Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of
this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties.
It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which
is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the
confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing
such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shall
be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential
and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such
confidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant to
include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully
disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;
(iii)is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by
unaffiliated third parties engaged in the same business or businesses as the CONSULTANT.
The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure
laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/
or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a
public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or
otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such
records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent
jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the
AGENCY will release the requested information on the date specified.
The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that
may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the
sub-consultant will include the date that such records will be released by the AGENCY to the requester and state
that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure
the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain
a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive
and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages,
liabilities, or costs associated with the AGENCY’s said disclosure of sub-consultants’ information.
XX.Records Maintenance
During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years
from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all
“documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents”
pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place
of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall
cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until
all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past
the six (6) year retention period.
For purposes of this AGREEMENT, “documents” means every writing or record of every type and description,
including electronically stored information (“ESI”), that is in the possession, control, or custody of the
CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT ‘s,
appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten
notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,
work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings,
Agreement Number:
Page 13 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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AGENDA ITEM #2. a)
tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or
telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or
description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the
CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original,
or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original.
For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any
kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either
directly or after translation into a reasonably useable form. ESI may include information and/or documentation
stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe
Acrobat, SQL databases, or any other software or electronic communication programs or databases that the
CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup
tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other
electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any
personal devices used by the CONSULTANT or any sub-consultant at home.
“Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally
created, viewed, and /or modified.
The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in
relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in
writing by the AGENCY prior to the execution of such subcontract.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
“Execution Date” box on page one (1) of this AGREEMENT.
Signature Date
Crystal L. Donner, President Date
Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office
of the Attorney General.
Agreement Number:
Page 14 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
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CITY OF RENTON
PERTEET, INC.
AGENDA ITEM #2. a)
Exhibit A
Scope of Work
Project No.
Agreement Number:
Exhibit A - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
AGENDA ITEM #2. a)
AGENDA ITEM #2. a)
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Exhibit B
DBE Participation
Agreement Number:
Exhibit B - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
AGENDA ITEM #2. a)
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
to use in preparing electronic files for transmission to the agency. The format and standards to be provided may
include, but are not limited to, the following:
I.Surveying, Roadway Design & Plans Preparation Section
A.Survey Data
B.Roadway Design Files
C.Computer Aided Drafting Files
Agreement Number:
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 4
AGENDA ITEM #2. a)
D.Specify the Agency’s Right to Review Product with the Consultant
E.Specify the Electronic Deliverables to Be Provided to the Agency
F.Specify What Agency Furnished Services and Information Is to Be Provided
Agreement Number:
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4
AGENDA ITEM #2. a)
II.Any Other Electronic Files to Be Provided
III.Methods to Electronically Exchange Data
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 3 of 4
AGENDA ITEM #2. a)
A.Agency Software Suite
B.Electronic Messaging System
C.File Transfers Format
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 4 of 4
AGENDA ITEM #2. a)
Exhibit D
Prime Consultant Cost Computations
Agreement Number:
Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
AGENDA ITEM #2. a)
Project: Sunset Trail
Client: City of Renton
Consultant: Perteet
Perteet Project No. 20230108
Date: December 16, 2024
Classification Hours Rate Amount
Senior Associate 284 $84.00 $23,856.00
Senior Engineer/ Manager 401 $73.00 $29,273.00
Engineer III 551 $52.50 $28,927.50
Civil Designer II 773 $49.00 $37,877.00
Lead Engineer/ Manager 97 $58.00 $5,626.00
Civil Designer II 216 $45.75 $9,882.00
Lead Tech/ Designer 697 $46.25 $32,236.25
Principal 28 $136.56 $3,823.68
Senior Construction Manager 16 $80.00 $1,280.00
Accountant 28 $59.00 $1,652.00
Clerical 26 $37.75 $981.50
Director 38 $102.00 $3,876.00
Senior Planner/ Cultural Resources Manager 32 $60.97 $1,951.04
Planner III 14 $54.25 $759.50
Direct Salary Cost $182,001.47
ICR (Overhead Cost) 192.30%$349,988.83
Fixed Fee 30.00%$54,600.44
Labor Total 3201 $586,590.74
Expenses Cost Markup Amount
Potholing (APS)$25,000.00 1.0 $25,000
Mileage at IRS rate $300.00 1.0 $300
Reproduction $200.00 1.0 $200
Total Expenses $25,500
Subconsultants Amount
1 Alliance Geomatics $52,178
HWA GeoSciences Inc.$109,908
Chudgar Engineering Company, Inc $219,335
Exhibit D
2707 Colby Avenue, Suite 900, Everett, WA 98201 P 425-252-7700 F 425-339-6018
Consultant Fee Determination Summary
HOURLY COSTS
REIMBURSABLES
SUBCONSULTANTS
AGENDA ITEM #2. a)
Hough Beck & Baird Inc.$53,647
Commonstreet Consulting, LLC $146,324
Total Subconsultants $581,393
Management Reserve $50,000
Total Other Costs $50,000
CONTRACT TOTAL $1,243,483
Rates shown reflect the typical compensation rate of employees assigned to the billing
category listed. Each category may have multiple employees assigned to that billing
category and each employee may have a different hourly rate of pay. Employee
compensation is subject to adjustment in June of each calendar year.
OTHER
AGENDA ITEM #2. a)
June 28, 2024
Perteet, Inc.
2707 Colby Avenue, Suite 900
Everett, WA 98201
Subject: Acceptance FYE 2023 ICR – CPA Report
Dear Denice Moan:
We have accepted your firm’s FYE 2023 Indirect Cost Rate (ICR) of 192.30% of direct labor
(rate includes 0.36% Facilities Capital Cost of Money) based on the “Independent CPA Report”
prepared by Stambaugh Ness. This rate will be applicable for WSDOT Agreements and Local
Agency Contracts in Washington only. This rate may be subject to additional review if
considered necessary by WSDOT. Your ICR must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with the firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH: BJO
AGENDA ITEM #2. a)
Exhibit E
Sub-consultant Cost Computations
If no sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the
performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI “Sub-Contracting” of this AGREEMENT.
Agreement Number:
Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
AGENDA ITEM #2. a)
Subconsultant: 1 Alliance
Project: Sunset Trail
Client: City of Renton
Classification Hours Rate Amount
Principal 2 $111.06 $222.12
Sr. Project Manager 12 $69.07 $828.84
Quality Manager 11 $67.22 $739.42
Project Surveyor 111 $65.24 $7,241.64
CADD 5 62 $42.83 $2,655.46
Tech 5 32 $48.89 $1,564.48
Tech 3 32 $40.00 $1,280.00
Tech 3 16 $39.35 $629.60
Direct Salary Cost $15,161.56
ICR (Overhead Cost) 133.24%$20,201.26
Fixed Fee 30.00%$4,548.47
Total Labor Costs 278 $39,911.29
Mileage $108.00 1.0 $108.00
Utility Locates $12,159.00 1.0 $12,159.00
Total Expenses $12,267
CONTRACT TOTAL $52,178
HOURLY COSTS
REIMBURSABLES
Exhibit E-1
Subconsultant Fee Determination Summary
AGENDA ITEM #2. a)
August 8, 2024
Atlas Technical Consultants, LLC
13215 Bee Cave Parkway, Building B, Suite 230
Austin, TX 78738
Subject: Acceptance FYE 2023 ICR – CPA Report
Dear Andrew Kostas:
We have accepted your firm’s FYE 2023 Indirect Cost Rate (ICR) based on the “Independent CPA
Report” prepared by Carr, Riggs & Ingram, LLC as follows:
Home Office: 133.24% of direct labor (rate includes 0.44% Facilities Capital Cost of
Money)
Field Office: 127.85% of direct labor (rate includes 0.28% Facilities Capital Cost of
Money)
This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington
only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR
must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with the firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH: kb
Exhibit E-1 AGENDA ITEM #2. a)
Subconsultant: Chudgar Engineering Company, Inc
Project: Sunset Trail
Client: City of Renton
Classification Hours Rate Amount
Lead Structural Engineer 108 $146.00 $15,768.00
Senior Structural Engineer 292 $70.03 $20,448.76
Project Manager 254 $56.06 $14,239.24
Structural Design Engineer 52 $40.87 $2,125.24
Structural Design Engineer 268 $40.87 $10,953.16
Design Technician 320 $36.06 $11,539.20
Direct Salary Cost $75,073.60
ICR (Overhead Cost) 162.16%$121,739.35
Fixed Fee 30.00%$22,522.08
Total Labor Costs 1294 $219,335.03
CONTRACT TOTAL $219,335
HOURLY COSTS
Exhibit E-2
Subconsultant Fee Determination Summary
AGENDA ITEM #2. a)
May 29, 2024
Chudgar Engineering Company, Inc.
1510 140th Ave NE, Suite 203
Bellevue, WA 98005
Subject: Acceptance FYE 2023 ICR – Risk Assessment Review
Dear Janet Ito:
Based on Washington State Department of Transportation’s (WSDOT) Risk Assessment review
of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2023 ICR of 162.16%.
This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington
only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR
must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with your firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH:sms
Exhibit E-2 AGENDA ITEM #2. a)
Subconsultant: Commonstreet Consulting, LLC
Project: Sunset Trail
Client: City of Renton
Classification Hours Rate Amount
Principal 28 $121.00 $3,388.00
Sr Project Manager 90 $94.00 $8,460.00
Project Manager 30 $82.00 $2,460.00
Sr ROW Agent 190 $77.00 $14,630.00
ROW Agent 285 $47.00 $13,395.00
Sr Project Control Specialist 83 $64.00 $5,312.00
Project Control Specialist 40 $48.00 $1,920.00
Direct Salary Cost $49,565.00
ICR (Overhead Cost) 119.58%$59,269.83
Fixed Fee 30.00%$14,869.50
Total Labor Costs 746 $123,704.33
Appraisal $6,000.00 2.0 $12,000.00
Appraisal Review $1,500.00 2.0 $3,000.00
Appraisal Waivers $1,500.00 4.0 $6,000.00
Mileage $870.00 1.0 $870.00
Copies, Mailing, and Delivery $750.00 1.0 $750.00
Total Expenses $22,620
CONTRACT TOTAL $146,324
HOURLY COSTS
REIMBURSABLES
Exhibit E-3
Subconsultant Fee Determination Summary
AGENDA ITEM #2. a)
February 29, 2024
Commonstreet Consulting, LLC
100 S King Street, Ste. 100
Seattle, WA 98104
Subject: Acceptance FYE 2023 ICR – Risk Assessment Review
Dear Melinda Diaz:
Based on Washington State Department of Transportation’s (WSDOT) Risk Assessment review
of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2023 ICR of 119.58% of
direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in
Washington only. This rate may be subject to additional review if considered necessary by
WSDOT. Your ICR must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the
terms and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with your firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH:HK
Exhibit E-3 AGENDA ITEM #2. a)
Subconsultant: Hough Beck & Baird Inc.
Project: Sunset Trail
Client: City of Renton
Classification Hours Rate Amount
Principal 12 $98.00 $1,176.00
Project Manager 62 $82.00 $5,084.00
Design Staff 90 $58.00 $5,220.00
Computer Tech 196 $40.00 $7,840.00
Direct Salary Cost $19,320.00
ICR (Overhead Cost) 116.62%$22,530.98
Fixed Fee 30.00%$5,796.00
Total Labor Costs 360 $47,646.98
Arborist $6,000.00 1.0 $6,000.00
Total Expenses $6,000
CONTRACT TOTAL $53,647
HOURLY COSTS
REIMBURSABLES
Exhibit E-4
Subconsultant Fee Determination Summary
AGENDA ITEM #2. a)
July 9, 2024
Hough Beck & Baird, Inc.
2101 4th Ave, Suite 1800
Seattle, WA 98121
Subject: Acceptance FYE 2023 ICR – Risk Assessment Review
Dear Pam Neuman:
Based on Washington State Department of Transportation’s (WSDOT) Risk Assessment review
of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2023 ICR of 116.62%.
This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington
only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR
must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with your firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH:sms
Exhibit E-4 AGENDA ITEM #2. a)
Subconsultant: HWA Geosciences Inc.
Project: Sunset Trail
Client: City of Renton
Classification Hours Rate Amount
Administrative Support 2 $38.00 $76.00
CAD 16 $36.00 $576.00
Contracts Administrator 6 $36.00 $216.00
Contracts Administrator 6 $53.00 $318.00
Geotechnical Engineer VIII 72 $96.00 $6,912.00
Geotechnical Engineer V 121 $63.00 $7,623.00
Geotechnical Engineer II 36 $43.00 $1,548.00
Geologist III 96 $44.00 $4,224.00
Geologist V 18 $54.00 $972.00
Direct Salary Cost $22,465.00
ICR (Overhead Cost) 187.24%$42,063.47
Fixed Fee 30.00%$6,739.50
Total Labor Costs 373 $71,267.97
Mileage $290.00 1.0 $290.00
Geotechnical Lab Testing $6,500.00 1.0 $6,500.00
Phase 1 Concrete Coring Subcontract $1,000.00 1.0 $1,000.00
Phase 1 Drilling Subcontractor (Assum $14,000.00 1.0 $14,000.00
Phase 1 Traffic Control Rental and set $4,400.00 1.0 $4,400.00
Phase 2 Drilling Subcontractor (Assum $7,000.00 1.0 $7,000.00
Phase 2 Traffic Control Rental and set $2,200.00 1.0 $2,200.00
Phase 3 Geophysical Equipment Rent $1,000.00 0.0 $1,000.00
Groundwater Transducer Rental $1,200.00 0.0 $1,200.00
GPS Unit Rental ($75 Per Day)$150.00 0.0 $150.00
Water Level Rental ($30 Per Day)$150.00 0.0 $150.00
Private Utility Locator $750.00 1.0 $750.00
Total Expenses $38,640
CONTRACT TOTAL $109,908
HOURLY COSTS
REIMBURSABLES
Exhibit E-5
Subconsultant Fee Determination Summary
AGENDA ITEM #2. a)
July 16, 2024
HWA GeoSciences, Inc.
21312 30th Dr SE, Suite 110
Bothell, WA 98021
Subject: Acceptance FYE 2023 ICR – CPA Report
Dear Tracy Brodahl:
We have accepted your firm’s FYE 2023 Indirect Cost Rate (ICR) of 187.24% (rate includes
1.03% Facilities Capital Cost of Money) based on the “Independent CPA Report” prepared by T-
Max CPA. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in
Washington only. This rate may be subject to additional review if considered necessary by
WSDOT. Your ICR must be updated on an annual basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with the firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH: sms
Exhibit E-5 AGENDA ITEM #2. a)
Agreement Number ____________ Local Agency A&E Professional Services Cost
Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Exhibit F - Title VI Assurances Appendix A & E
APPENDIX A
During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "contractor") agrees as follows:
1.Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, (Title of Modal Operating Administration), as they may be amended from time to time, which
are herein incorporated by reference and made a part of this contract.
2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices
when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
[Include Modal Operating Administration specific program requirements.]
3.Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and
the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. [Include
Modal Operating Administration specific program requirements.]
4.Information and Reports: The contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal
Operating Administration) to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another who fails
or refuses to furnish the information, the contractor will so certify to the Recipient or the (Title of Modal
Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information.
5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the (Title of Modal
Operating Administration) may determine to be appropriate, including, but not limited to:
a.withholding payments to the contractor under the contract until the contractor complies; and/or
b.cancelling, terminating, or suspending a contract, in whole or in part.
6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The contractor will take action with respect to any
subcontract or procurement as the Recipient or the (Title of Modal Operating Administration) may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,
the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In
addition, the contractor may request the United States to enter into the litigation to protect the interests of the
United States.
AGENDA ITEM #2. a)
Local Agency A&E Professional Services Agreement Number ____________
Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021
Exhibit F - Title VI Assurances Appendix A & E
APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
•Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
•The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal-aid programs and projects);
•Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of
sex);
•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
•The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination
on the basis of age);
•Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
•The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or
activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and
contractors, whether such programs or activities are Federally funded or not);
•Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
•The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
•Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations, which ensures discrimination against minority populations by discouraging
programs, policies, and activities with disproportionately high and adverse human health or
environmental effects on minority and low-income populations;
•Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of limited
English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to
ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
•Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 et seq).
AGENDA ITEM #2. a)
Exhibit G
Certification Documents
Exhibit G-1(a) Certification of Consultant
Exhibit G-1(b) Certification of __City of Renton (Agency)_____________________________
Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Exhibit G-4 Certificate of Current Cost or Pricing Data
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
AGENDA ITEM #2. a)
Exhibit G-1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
whose address is
and that neither the above firm nor I have:
a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely
for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any);
I acknowledge that this certificate is to be furnished to the
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.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
President
AGENDA ITEM #2. a)
Exhibit G-1(b) Certification of
I hereby certify that I am the:
Other
of the , and
or its representative has not been required, directly or indirectly as an express or implied condition in connection
with obtaining or carrying out this AGREEMENT to:
a) Employ or retain, or agree to employ to retain, any firm or person; or
b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind; except as hereby expressly stated (if any):
I acknowledge that this certificate is to be furnished to the
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Signature Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
AGENDA ITEM #2. a)
Exhibit G-2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters - Primary Covered Transactions
I.The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under
a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
C.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)
of this certification; and
D.Have not within a three (3) year period preceding this application / proposal had one or more public
transactions (Federal, State and local) terminated for cause or default.
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 Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
President
AGENDA ITEM #2. a)
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds
for Lobbying
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief, that:
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 any employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit
Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00,
for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require
that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000,
and that all such sub-recipients shall certify and disclose accordingly.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
President
AGENDA ITEM #2. a)
Exhibit G-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
2.101 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 * are accurate, complete, and current
as of 12/20/2024 **.
This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing
rate AGREEMENT’s between the offer or and the Government that are part of the proposal.
Firm:
Signature Title
Date of Execution***:
*Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.)
**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.
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
AGENDA ITEM #2. a)
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations
and Insurance of this Agreement is amended to $ .
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of $ .
Such insurance coverage shall be evidenced by one of the following methods:
•Certificate of Insurance.
•Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for
those funds.
Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed
$1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted
to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
professional liability insurance required.
Notes: Cost of added insurance requirements: $ .
Include all costs, fee increase, premiums.
This cost shall not be billed against an FHWA funded project.
•For final contracts, include this exhibit.
Agreement Number:
Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
NOT APPLICABLE AGENDA ITEM #2. a)
Exhibit I
Alleged Consultant Design Error Procedures
The purpose of this exhibit is to establish a procedure to determine if a consultant’s alleged design error is of a
nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution
and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage
due to the alleged error by the consultant.
Step 1 Potential Consultant Design Error(s) is Identified by Agency’s Project Manager
At the first indication of potential consultant design error(s), the first step in the process is for the Agency’s
project manager to notify the Director of Public Works or Agency Engineer regarding the potential design
error(s). For federally funded projects, the Region Local Programs Engineer should be informed and
involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an
agency staff person other than the project manager, who has not been as directly involved in the project,
to be responsible for the remaining steps in these procedures.)
Step 2 Project Manager Documents the Alleged Consultant Design Error(s)
After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the
Director of Public Works or Agency Engineer’s concurrence, the project manager obtains more detailed
documentation than is normally required on the project. Examples include: all decisions and descriptions
of work; photographs, records of labor, materials and equipment.
Step 3 Contact the Consultant Regarding the Alleged Design Error(s)
If it is determined that there is a need to proceed further, the next step in the process is for the project
manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged
error(s). The project manager and other appropriate agency staff should represent the agency and the
consultant should be represented by their project manager and any personnel (including sub-consultants)
deemed appropriate for the alleged design error(s) issue.
Step 4 Attempt to Resolve Alleged Design Error with Consultant
After the meeting(s) with the consultant have been completed regarding the consultant’s alleged design
error(s), there are three possible scenarios:
It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,
then the process will not proceed beyond this point.
It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,
then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement
with the consultant. The settlement would be paid to the agency or the amount would be reduced from
the consultant’s agreement with the agency for the services on the project in which the design error
took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary
of the settlement for review and to make adjustments, if any, as to how the settlement affects federal
reimbursements. No further action is required.
There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may
request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency
Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal
counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5.
Agreement Number:
Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2
AGENDA ITEM #2. a)
Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet
with representatives of the agency and the consultant to review the alleged design error(s), and attempt
to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General’s Office
for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs
for federal reimbursement.
If mutual agreement is reached, the agency and consultant adjust the scope of work and costs
to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount
of federal participation in the agreed upon resolution of the issue.
If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration
or by litigation.
Agreement Number:
Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2
AGENDA ITEM #2. a)
Exhibit J
Consultant Claim Procedures
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) are a total
of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the
Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s)
that total $1,000 or less.
This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential
claim by the consultant.
Step 1 Consultant Files a Claim with the Agency Project Manager
If the consultant determines that they were requested to perform additional services that were outside
of the agreement’s scope of work, they may be entitled to a claim. The first step that must be completed
is the request for consideration of the claim to the Agency’s project manager.
The consultant’s claim must outline the following:
•Summation of hours by classification for each firm that is included in the claim;
Any correspondence that directed the consultant to perform the additional work;
Timeframe of the additional work that was outside of the project scope;
•Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.
Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation
After the consultant has completed step 1, the next step in the process is to forward the request to the
Agency’s project manager. The project manager will review the consultant’s claim and will met with the
Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s
recommendation for federal participation in the claim to the WSDOT Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
(if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including
backup documentation to the consultant to either supplement the agreement, or create a new agreement
for the claim. After the request has been approved, the Agency shall write the supplement and/or new
agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for
the agreement is subject to audit. No further action in needed regarding the claim procedures.
If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures.
Agreement Number:
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2
AGENDA ITEM #2. a)
Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s)
If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary
for the Director of Public Works or Agency Engineer that included the following:
Copy of information supplied by the consultant regarding the claim;
•Agency’s summation of hours by classification for each firm that should be included in the claim;
Any correspondence that directed the consultant to perform the additional work;
•Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work;
•Explanation regarding those areas in which the Agency does/does not agree with the consultant’s
claim(s);
Explanation to describe what has been instituted to preclude future consultant claim(s); and
Recommendations to resolve the claim.
Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation
The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim
is not eligible for federal participation, payment will need to be from agency funds.
Step 5 Informing Consultant of Decision Regarding the Claim
The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final
decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s)
and rationale utilized for the decision.
Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s)
The agency shall write the supplement and/or new agreement and pay the consultant the amount
of the claim. Inform the consultant that the final payment for the agreement is subject to audit.
Agreement Number:
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2
AGENDA ITEM #2. a)
Professional Services Agreement with Perteet, Inc, for Preliminary and
Final Design Services for the City of Renton Sunset Trail Project
Sunset Trail:NE Sunset Blvd – Edmonds Ave NE to NE 10th Street
Project Limits
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Sunset Trail Project Overview
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Existing conditions within project limits include
narrow sidewalks, non-existent bicycle lanes, and
driveways
Project improvements include:
Installation of a 12-foot multi-use trail along N side
of NE Sunset Blvd
5-foot planter strip buffer
Street lighting
Retaining walls
ADA Upgrades
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Summary of Action
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This Professional Services Agreement retains Perteet, Inc. to provide engineering design, and Right-
of-Way (ROW) design and acquisition services for the project.
During the preliminary design phase, the consultant will:
•Surveying,
•Base mapping,
•Geotechnical investigation,
•Stormwater analysis,
•Structural engineering,
•Right-of-Way (ROW) design and acquisition,
•Bid support.
•Public outreach and
•Support during the environmental review process will also be provided. AG
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(Will be revised once NTP
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Project Budget
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Project Phase Allocated Funding Total Funding by Phase
Design - PSRC Grant $960,150
Design -City Funds $329,819
$1,289,969
ROW - PSRC Grant* $418,660
ROW- City Funds $65,000
$483,660
TOTAL $1,773,629
*Grant awarded but not yet obligated
This Professional Services Agreement with Perteet, Inc., encompassing engineering design and right-of-way (ROW) design
and acquisition services, and authorize a maximum payment of $1,243,483.
The current budget for the design and right-of-right is $1,773,629, as shown in the following table.
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Staff Recommendation
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Authorize the Mayor and City Clerk to execute a professional services agreement with Perteet, Inc. for preliminary, final
design , and right-of-way services totaling $1,243,483 for the Sunset Trail Project.
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AB - 3751
City Council Regular Meeting - 24 Feb 2025
SUBJECT/TITLE: 2025-2026 ORCA Business Cards and Business Passport Products
Agreement
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Transportation Systems Division
STAFF CONTACT: Ellen Talbo, Transportation Planning Manager
EXT.: 7219
FISCAL IMPACT SUMMARY:
This agreement allows for the purchase of 380 ORCA passes for use by eligible City employees for a total cost
of $117,949.20. The cost of the agreement will be charged to the Commute Trip Reduction (CTR) Transit
account number 003.000000.016.595.92.43.005 in the Transportation Planning & Programming Operating
Fund. There are sufficient funds available to cover the cost of the agreement.
SUMMARY OF ACTION:
In order to reduce congestion and improve air quality, Washington State passed a Commute Trip Reduction
(CTR) Law in the early 1990s as part of the Clean Air Act. Under the CTR law, the City of Renton is classified as
a CTR affected employer.
To that end, historically the City has entered into annual agreements with transit agencies to purchase public
transit passes in bulk at a reduced rate. These passes are provided to each regular City employee as a core
fundamental piece of the City’s CTR Program. The ORCA Business Passport offers unlimited rides on Sound
Transit, King County Metro Transit, Pierce Transit and others. It covers travel on buses, light rail and
commuter rail. In addition, it features 100% subsidies for vanpool and vanshare participants of King County
Metro, Community, Kitsap and Pierce transit vehicles, as well as a Guaranteed Ride Home Program (free
emergency taxi service for employees). There is a significant savings over buying transit passes through other
means.
The cost for the time period of March 1,2025 to February 28,2026 is $332.04 per eligible employee. The cost
for the previous year was $300.94 per eligible employee. The price increased per employee this year due to
the per employee rate being calculated on our ORCA Business Passport customer’s employees’ actual usage in
2024-2025 plus administrative costs minus a discount. The total cost also reflects an increase to 355 Eligible
Employees this contract year (from 348 Eligible Employees in the 2023 – 2024 contract), plus 25 additional
passes at a cost of $3.00 each to be issued as replacements for old and expired cards that require a reissue.
EXHIBITS:
A. 2025-2026 ORCA Business Cards and Business Passports Agreement
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to execute the 2025-2026 ORCA Business Cards and Business Passports
Agreement
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 1 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
A GREEMENT FOR P URCHASE OF ORCA B USINESS CARDS AND
ORCA BUSINESS PASSPORT P RODUCTS
THIS AGREEMENT (hereinafter, “Agreement”) is made and entered into by and among City of
Renton ("Business Account") and King County Metro ("Lead Agency") on behalf of the following
agencies, individually referred to as the “Agency” and collectively as the "Agencies" in this
Agreement.
The Snohomish County Public Transportation Benefit Area (“Community Transit”)
The City of Everett (“Everett Transit”)
The King County Metro Transit Department (“King County Metro”)
The Kitsap County Public Transportation Benefit Area (“Kitsap Transit”)
Pierce County Public Transportation Benefit Area Corporation (“Pierce Transit”)
The Central Puget Sound Regional Transit Authority (“Sound Transit”)
The Washington State Department of Transportation, Ferries Division ("Washington
State Ferries")
IN CONSIDERATION of the mutual covenants contained herein, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1.0 PURPOSE
1.1 This Agreement establishes the terms under which certain fare payment -related services,
referred to herein as "ORCA Services," will be provided to the Business Account, including
but not limited to the prices and terms under which the Business Account may purchase
and distribute ORCA Business Cards loaded with a Business Passport Product to its
Eligible Business Cardholders. Such ORCA Business Cards may be used to access
certain Transportation Services of the Agencies. The specific ridership privileges
applicable to the Business Passport Product provided under this Agreement are specified
in Attachment 1, Products, Pricing and Terms, which is incorporated in this Agreement by
this reference, and are subject to Sections 6 and 18 below. Businesses must at a minimum
cover all benefits-eligible employees except those who work 100% remote. Additional
participants can be included. Eligibility is defined in Attachment 3 Eligible Participants.
1.2 Attachment 1 also establishes the terms under which specific optional products and
services (e.g. use of an ORCA Business Card on vanpool; a guaranteed ride home
program per Attachment 6 Guaranteed Ride Home, attached hereto), if any, shall be
provided by one or more individual Agencies.
1.3 This Agreement also enables the Business Account to purchase Business Choice
Products from the Agencies, via the myORCA.com website, at the prices and terms in
effect at the time of purchase.
1.4 The Business Account understands and agrees that this Agreement applies to its use of
ORCA Services including, but not limited to, its purchase of ORCA Business Cards and
ORCA Products. This Agreement does not constitute a contract for transportation
services. The Agencies have no obligation to the Business Account or any other entity or
person to provide any particular level, frequency or routing of transportation service.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 2 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
2.0 TERM OF AGREEMENT AND CONTACT PERSONS
2.1 This Agreement shall take effect upon the effective date specified in Attachment 1. Unless
terminated in accordance with Section 14, this Agreement shall expire on the last day of
the Program Term specified in Attachment 1, or an Amended Attachment 1 that has been
signed by a person authorized to bind the Business Account.
2.2 The Business Account shall designate a Primary Contact Person in Attachment 2
Designated Representatives, which is incorporated in this Agreement by this reference.
This Primary Contact Person shall be responsible for managing the Business Account's
roles and responsibilities under this Agreement. A Secondary Contact Person shall also
be designated in Attachment 2. The Lead Agency may communicate with and rely upon
either the Primary or Secondary Contact Person on matters relating to this Agreement.
3.0 DEFINITIONS
3.1 Business Account. The organization, educational or human services institution,
government agency or other entity that has entered into this Agreement enabling it to
purchase ORCA Business Cards and ORCA Products for distribution to their employees,
students, clients or other constituency.
3.2 Business Choice Products. The ORCA Products that may be purchased at retail prices to
supplement the ORCA Business Passport Product for one or more Business Cardholders
(e.g. a WSF monthly pass).
3.3 Business Cardholder(s) or Cardholder(s). The individual(s) whose ORCA cards are loaded
by and/or may be provided by the Business Account.
3.4 Business Passport Product. The ORCA Product loaded on the Business Account's ORCA
Business Cards under this Agreement that provides the Business Cardholders an
unlimited right-to-ride the regularly scheduled Transportation Services of, or operated by,
certain Agencies to the extent specified in Attachment 1.
3.5 Card Close. An ORCA system action that permanently invalidates an ORCA Card. The
Business Account, Lead Agency or Cardholder with access may close cards.
3.6 Card Lock. An ORCA system action that prevents an ORCA Business Card from being
used until the action is reversed. The Business Account, Lead Agency or Cardholder with
access can lock and unlock cards.
3.7 Card Link: An ORCA system action that links or unlinks a card to the business account.
On the ORCA website , these actions are called “add card” and “remove card.”
3.8 Conversion. When a plastic ORCA Card is permanently turned into a digital card in a
Digital Wallet.
3.9 Digital Wallet. A software application owned and offered by a third -party provider that
stores a Customer’s ORCA Card as a fare payment credential.
3.10 Digital Wallet Provider. A third-party entity that provides digital wallet products and
services that enable Cardholders to store their ORCA Card in a Digital Wallet.
3.11 Lead Agency. The Agency that entered into this Agreement on behalf of itself and the
other Agencies and, except as otherwise provided in this Agreement, is responsible for
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 3 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
administration of this Agreement on behalf of the Agencies, including contract
modifications and renewals, and ORCA system support.
3.12 ORCA. The trademarked name of the system that enables use of a common fare card on
the public transportation services provided by any of the Agencies.
3.13 ORCA Business Card (or “Business Card” or “ORCA Card”). An ORCA fare card managed
by a Business Account to enable the loading of ORCA Products for use by a Cardholder
to whom it was distributed by the Business Account to access Transportation Services as
specified in Attachment 1. These cards must be purchased with the business card profile
of full access or the account must be set to have the global ownership flag. The fare card
may be a physical card or if approved by the Lead Agency, a virtual fare card application.
3.14 ORCA Website. The myORCA.com website used by the Business Account to manage its
account.
3.15 Load-Only ORCA Card. An ORCA fare card managed by an individual which can be linked
to a Business Account with load -only privileges. Load-only privileges allow the Business
Account to load products and/or E -purse value. The Business Account does not have the
ability to close the card, transfer card balances or check card balance
3.16 ORCA Products. Any transit fare payment mechanism offered for sale within the ORCA
system by any of the Agencies. Examples include, but are not limited to, monthly or period
pass, and E-purse.
3.17 ORCA Services. The materials and services that may be provided, from time to time, under
the ORCA program, including but not limited to the ORCA Business Cards, ORCA
Products, ORCA Websites, data, information, and any equipment, systems and services
related to the ORCA program.
3.18 Parties. The Business Account and the Agencies (which include the Lead Agency)
referred to herein collectively as the "Parties" and individually as a “Party.”
3.19 Replacement. An original ORCA Card has been replaced with a new one, so the original
ORCA Card is no longer usable.
3.20 Transportation Services. Those public transportation services provided by the Agencies
that are specified in Attachment 1.
4.0 PRICES AND PAYMENT TERMS
The prices and payment terms applicable to this Agreement are specified in Attachment 1. Such
terms shall include: (a) the amounts due for the Business Cards, Business Passport Product, and
any other products, services and fees and (b) the timing of paymen ts. Each order submitted by
the Business Account for ORCA Business Cards and/or any ORCA Products will be subject to
the provisions of this Agreement.
4.1 The Business Account's purchase of any Business Choice Products via the myORCA.com
website will be at the prices and terms in effect at the time of order. The Business Account
is responsible for reviewing the prices in effect before submitting each order a nd shall be
deemed to have agreed to the then -applicable prices by submitting the order.
4.2 Payment in full is due as specified in Attachment 1.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 4 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
4.3 If for any reason payment in full is not received by the date due, if a payment is not honored
due to non-sufficient funds (NSF), or if for any reason a payment is negated or reversed,
Sound Transit, on behalf of the Lead Agency, will notify the Business A ccount of the
payment problem and if full and clear payment is not received within ten (10) days of such
notification, the Lead Agency may;
4.3.1. Refuse to process new orders for ORCA Business Cards and lock the loading of
new ORCA Products by or for the Business Account;
4.3.2 Assess any late payment, NSF and collection fees to the maximum amount
permitted by law;
4.3.3 Initiate a Card Lock on the Business Cards issued to the Business Account,
rendering them ineffective for use by the Cardholders, until such time as the
Business Account pays the full amount due, including any late payment, NSF and
fees, in a manner acceptable to the Lead Agency; and
4.3.4 Suspend or terminate access rights to the Business Account's secured area of the
website.
4.4 In addition to any other obligations it may have under this Agreement and at law, the
Business Account agrees to pay to the Lead Agency any reasonable court costs, attorney
fees and collection fees incurred in collecting amounts due from the Business Account.
4.5 Regardless of the payment terms, the entire contract value will be billed in a single invoice
number. The Business Account will not receive additional invoices for quarterly and bi -
annual payment terms.
4.6 Sound Transit, on behalf of the Lead Agencies, will be responsible for invoicing and
receiving amounts due per this Agreement, unless otherwise described in this Agreement.
Invoices will be available either through email or standard mail only. Invoices will
eventually be available via the ORCA website. Sound Transit (or the Lead Agent) will not
be able to accommodate requests to submit invoices through vendor payment portals.
Payments will be remitted to:
ORCA c/o Central Puget Sound Regional Transit
LB 1194
PO BOX 35146
Seattle, WA 98124 -5146
Wire /ACH instructions will also be available.
5.0 PURCHASE, OWNERSHIP, DISTRIBUTION AND REPLACEMENT OF ORCA
BUSINESS CARDS
5.1 Ordering ORCA Business Cards . The Business Account shall order ORCA Business
Cards via the ORCA Business Accounts Website, in accordance with the directions
provided on that website, and shall make payment as provided in Attachment 1. If
additional cards are required, the Business Ac count may be required to pay the standard
card fee and other applicable fees as specified in Attachment 1.
5.2 Receipt and Ownership of ORCA Business Cards . Upon actual or constructive receipt of
the ORCA Business Cards it has ordered, the Business Account shall be responsible for
the management of the ORCA Business Cards. The Business Account shall be deemed
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 5 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
to have constructively received all ordered ORCA Business Cards unless it notifies the
Lead Agency of any non-delivery or incorrect delivery within thirty (30) days after the order
was placed. If the Business Account notifies the Lead Agency that it has no t received the
ordered cards, the Lead Agency will ship a replacement order. If the Business Account
subsequently receives the cards reported as missing, the Business Account is responsible
for returning them to the Lead Agency.
5.3 Storage and Risk of Loss. The Business Account is responsible for the storage,
distribution and use of the ORCA Business Cards issued to it. The Business Account bears
the sole risk of any loss, damage, theft or unauthorized use of one of its cards, whether
such card is held in its inventory or has been distributed for use. The Business Account is
responsible for the cost of any use of its Business Cards until the effective date of a Card
Close or Card Lock that may be initiated as provided below.
5.4 Distance Based Transit Fare. The Business Account is responsible for communicating to
Cardholders that “distance based fares” are charged on some systems such as: Link light
rail, and Sounder commuter rail systems. On distance based fare modes, when the
Cardholder “taps on,” the ORC A system will record the trip to the last stop on the line.
When the Cardholder “taps off” at the end of the ride, ORCA will record the actual ride.
The Business Account then will be charged the correct fare for the actual ride t aken. If the
Cardholder fails to “tap off”, then ORCA will record a ride to the end of the line. The result
of not “tapping off” is that the Business Account will be charged the largest fare for the ride
even if a shorter ride was taken.
5.5 Distribution of ORCA Business Cards. The Business Account is responsible for distributing
its Business Cards for use by its Eligible Business Cardholders. The Business Account
manages all Business Cards it distributes but a cardholder may also purchase and load
individual ORCA products on a Business Card. The Business Account understands that a
Business Card it distributes to a Cardholder may be linked by the Cardholder to
his/her/their personal account on myorca.com as provided in Section 6. The Business
Account may not register the Business Cards that are issued under this Agreement to a
personal account. If the Business Account opts into Digital Cards, there are additional
terms and conditions below in section 5.11.
The Business Account shall require that the Cardholder, as a condition of receiving a
Business Card, be informed of the Cardholder Rules of Use, incorporated in this
Agreement as Attachment 4 ORCA Business Cardholder Rules of Use, through the
Business Account’s’ standard means of communicating policies.
The Business Account understands and agrees that it is solely responsible for
implementation and enforcement of the Cardholder Rules of Use.
5.6 Proof of payment. The Business Account is responsible for notifying Cardholders that
proof of payment must be made by tapping the ORCA Card on the card reader in the
manner required by each Agency; otherwise, the Cardholder may be subject to a fine if
the ORCA Card is not tapped, and the Cardholder will be personally responsible for any
fines that may be imposed.
5.7 Business Account Access to Personally Identifying Information . If an individual Cardholder
opts to register one of the Business Cards issued to the Business Account, any personally
identifying information provided to the ORCA System (e.g. name, address, telephone
number, and credit card number) will not be accessibl e by the Business Account. If the
Business Account collects any personally identifying information about individuals to
whom it has distributed Business Cards, the Business Account is solely resp onsible for its
collection, use, storage and disclosure of such information.
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5.8 Card Locks and Card Close. In the event a Business Card is determined to be lost or
stolen or if a Cardholder is determined by the Business Account to be no longer eligible to
use the card, the Business Account may initiate a Card Lock, which is reversible action,
or a Card Close, which is a permanent action, via the myORCA.com website to invalidate
the subject Business Card. The Lead Agency may also initiate a Card Lock or Card Close
to any of the Business Account’s Business Cards at the request of the Bus iness Account,
or at the sole discretion of the Lead Agency in accordance with Section 4.3, or if it is
suspected that a card has been altered, duplicated, counterfeited, stolen or used by an
ineligible Cardholder.
5.9 Restoration of Value After Card is Locked or Closed. Following a Card Lock, a Business
Account can transfer remaining funds and products onto a replacement card. Business
Account will be responsible for card replacement fee.
5.10 Card Replacement. The Business Account is responsible for ordering and paying for any
new plastic cards needed to replace Business Cards that for any reason cease to be
available or suitable for use by the Cardholders under the program of the Business
Account, including but not limited to, if the unavailability or unsuitability is caused by
damage, abuse, loss, theft, Card Close, and end of useful life. Provided, however, and
notwithstanding the exclusion of warranties in Section 15, if a Business Card malfunctions
within twelve (12) months after it was delivered to the Business Account, it shall be
replaced by the Lead Agency without additional charge to the Business Account if the
malfunction was caused by a defect in design, material or workmanship and was not
caused by misuse, an intentional act, negligence or damage, reasonable wear and tear
excepted. The Business Account understands and agrees that to avoid the disruption and
inconvenience caused by sporadic failures as its cards are used, it must plan for
replacement of its Business Cards on a regular basis . As a condition of continuing under
the Business Passport program, the Business Account agrees that it will purchase
replacement Business Cards at the then -applicable rate.
5.11 Digital ORCA Cards. The Business Account may choose to participate in allowing
Cardholders under the Business Account to use digital ORCA Cards. This section 5.11
only applies if a Business Account has opted in and worked with the Lead Agency to
enable the account for Digital Cards.
When an ORCA Card is Converted from a plastic ORCA Card to a Digital Card, permanent
possession of the card transfers from the Business Account to the Cardholder; however,
the Business Account retains ownership of the products, funds, and full control over the
digital ORCA Card until it is unlinked or closed by the Business Account. The ORCA Card
number assigned to the plastic card will change to a new number that is generated by the
Digital Wallet Provider. Business Accounts can track card changes on the ORCA website.
There is no cost or fee to Convert a plastic ORCA Card to a Digital Card.
When a Digital Card needs to be Replaced due to the Cardholder losing access to their
Digital Wallet, the Business Account must purchase a new plastic card, link it to the
Cardholder, and the Cardholder may then Convert it to a new Digital Card .. Once the
capability to directly issue Cardholders to new Digital Cards becomes available in the
system, purchasing a new plastic card will not be necessary or required.
Business Accounts are required to monitor and manage changes to ORCA Card numbers
during Conversion and Replacement.
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Unlike plastic cards, it is not technically feasible for Digital Cards to show specific business
logos.
6.0 CARDHOLDER USE OF ORCA BUSINESS CARDS
Cardholder Privileges. The Business Account understands and agrees that the Cardholder has
the following privileges in connection with the use of an ORCA Business Card.
6.1 The Cardholder may present an ORCA Business Card, loaded with a valid, applicable
Business Passport or Business Choice Product, to an ORCA fare transaction processor
as proof of payment of all or a portion of a required fare on a regular transportation service
operated by one or more of the Agencies. (Provided, however, an ORCA Product that is
not sufficient to fully pay a fare will not be accepted as partial payment by the Washington
State Ferries.) In all cases, a Cardholder will be required to make other payment to the
extent a fare is not covered by an ORCA Product.
6.2 The Cardholder may individually purchase ORCA Products and load them on the Business
Card in addition to any ORCA Product loaded by the Business Account. Individual ORCA
Products may be used to pay all or a portion of a required fare on a transportation se rvice
not covered by a Business Passport Product or Business Choice Product. (Provided,
however, an ORCA Product that is not sufficient to fully pay a fare will not be accepted as
partial payment by the Washington State Ferries.) In all cases, a Cardholder will be
required to make other payment to the extent a fare is not covered by an ORCA Product.
6.3 The Cardholder may link his/her/their name and other contact information with the ORCA
system and link such personal information to the serial number of the Business Card
provided to him/her. Such registration does not give the Cardholder full access to th e card
but may give the Cardholder the right to access the myORCA.com website to view the
card's transaction history and current stored value, and to add retail products. See
additional terms in Section 5.11 above for Digital Cards.
6.4 The Cardholder’s personally identifying information is generally exempt from disclosure
under the Washington Public Records Act (Chapter 42.56 RCW) as more specifically
outlined in RCW 42.56.330(5).
7.0 BUSINESS RESPONSIBILITIES AND PRIVILEGES RELATING TO LOAD -ONLY
CARDS
7.1 The Business Account understands that if it links an individual’s ORCA card to their
Business Account with load -only privileges the Business Account will have limited access.
The Business Account will be able to load products and/or E -purse on the account and
unlink the card from its account. The Business Account will not be able to close the card,
transfer products and/or E -purse value, or view card balance. See additional terms in
Section 5.11 above for Digital Cards .
7.2 When the load -only card holder is no longer eligible for a transit benefit, the Business
Account is responsible for unlinking the card from their account.
8.0 NO RETURNS OR REFUNDS
Except as otherwise provided herein or in Section 14.2, the Business Account understands and
agrees that its purchases of Business Cards, and Business Passport or Business Choice products
purchased for such cards, are final and it is not entitled to any re funds. However, the Business
Account may request a refund of the E -purse value remaining on a Business Card if the card is
closed. The Lead Agency shall initiate a Card Close and the refund will be processed
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approximately ten (10) days after the Card Close was initiated. A processing fee of ten dollars
($10) may be payable by the Business Account to the Lead Agency for each refund that is
processed, regardless of number of cards refunded. The Business Account, not the Lead Agency,
is responsible for the refunding of such E -purse value, if any, to the individual Cardholder to whom
the Business Card had been distributed.
9.0 BUSINESS ACCOUNT WEBSITE
9.1. The myORCA.com website is the primary means by which the Business Account shall
purchase ORCA Business Cards, Business Passport and Business Choice Products,
manage its Business Cards and obtain information about the use of said cards. As a
condition of participation in the Business Passport program, the Business Account agrees
that it will use the myORCA.com website when it is available and that each access and
use of said website shall be subject to the ORCA Terms of Use and ORCA Privacy
Statement that ar e in effect and posted on the myORCA.com website at the time of such
access and use.
9.2. The Business Account understands and agrees that uninterrupted access to and use of
the myORCA.com website is not guaranteed and agrees that it will contact its
representative at the Lead Agency by email or telephone if the website is not available.
9.3. At the time the Business Account enters into the ORCA program, the Business Account’s
Primary Contact (Super Admin) will be provided a password to access myorca.com. The
Super Admin will be responsible for adding additional admins to the Business Account.
The Business Account is solely responsible for managing their account’s users. The
Business Account is also solely responsible for complying with the security standards
specified in Attachment 5 ORCA Business Account Security Standards , which is
incorporated in this Agreement by this reference.
10.0 INFORMATION PROVIDED BY THE AGENCIES AND THE ORCA SYSTEM
10.1 The Business Account understands and agrees that the data, reports or any information
provided to it via the myORCA.com website or otherwise, is and remains the sole property
of the Agencies and nothing shall be construed as a transfer or grant of any copy right or
other property interest in such data, reports or information. The Agencies hereby grant to
the Business Account a non -exclusive license to use any data, reports or information
provided by the Agencies, via the myORCA.com website or otherwise, for any lawful
purpose related to the administration of the transportation benefits program of the
Business Account.
10.2 The ORCA System will record data each time an ORCA Business Card is presented to an
ORCA device for fare payment and to load a product. Such transaction data includes, but
is not limited to, the date, time, and location (or route) of the transaction. The B usiness
Account may routinely access such transaction data related to its Business Cards to the
extent provided via the myORCA.com website. Said website and its reports do not provide
the Business Account Business Card transaction data linked to card seria l numbers. All
data provided to the Business Account is subject to the ORCA privacy policy posted on
the ORCA website. For the purpose of preventing fraud, the Primary Contact Person of
the Business Account may submit a written request to the Lead Agency for transaction
data related to a specific card number or for a card number linked to a specific transaction.
Fraud is defined as intentional deception or misrepresentation by a person with knowledge
that it will result in an unauthorized benefit to him, her, or some other person. The submittal
is not intended to be used to request data for multiple cards or all cards managed by the
Business Account. The written request shall include the following:
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10.2.1 Card number or the date, time and other known details about the specific
transaction for which a card serial number is being requested;
10.2.2 Detailed statement as to why the information is germane to the prevention of fraud;
and
10.2.3 The signature of the Primary Contact Person.
If the Lead Agency determines that the subject transaction(s) is linked to a
Business Card issued to the Business Account, the Lead Agency will provide the
Business Account with the card serial number linked to the requested
transaction(s). The Business Ac count agrees that it will use such card serial
number information only for purposes of enforcing the Rules of Use, as provided
to the Cardholder. The Business Account must maintain its own records if it wishes
to identify the card serial number issued to an individual.
11.0 PUBLIC RECORDS
The Business Account understands and agrees that all records related to its participation in the
ORCA System are public records under the Washington Public Records Act (Chapter 42.56
RCW) ("Act"), including but not limited to: (a) this Agreement and the sa les activity hereunder; (b)
the orders, communications, and any other information provided by the Business Account to the
Lead Agency, the other Agencies or the ORCA System, whether provided via this website or
otherwise and whether provided in hard copy o r electronic form; (c) any communications,
responses, requests, reports or information of any kind provided to the Business Account from
the Lead Agency, the other Agencies or the ORCA System; and (d) all data, reports and
information of any kind related to the loading of products on, and the use of, the Business Cards
issued to the Business Account. As public records, these records will be made available for public
inspection and copying upon request, unless the Lead Agency determines they are exempt from
disclosure.
12.0 INDIVIDUAL USE OF BUSINESS CARD AFTER LEAVING A BUSINESS ACCOUNT
The Business Account is encouraged to collect Business Cards from Cardholders who are no
longer eligible for the Business Account's transportation benefits program. In any case, the
Business Account is solely responsible for initiating a Card Lock or Closing a Card in accordance
with this Agreement to prevent any continued use of, and financial liability for, a card that had
been distributed to a person who is no longer eligible.
13.0 ORCA SERVICES SUBJECT TO CHANGE
The Agencies seek to continually improve and enhance the ORCA Services. With thousands of
organizations, schools, and other entities entering into business account agreements at varying
dates in the year, the Agencies are unable to guarantee to each business account that the ORCA
Services will not change during the term of its agreement. The Business Account understands
and agrees that one or more ORCA Services may be changed, suspended or terminated from
time to time without prior notice to, or agreement by, the Business Account, including but not
limited to changes in the look, feel, content and functions of the myORCA.com website. If the
Business Account is dissatisfied with a change in the ORCA Services, however, it may terminate
this Agreement for its convenience in accordance with the provisions of Section 14.2.
14.0 TERMINATION OR SUSPENSION
14.1 The Lead Agency may at any time terminate this Agreement if the Business Account fails
to make timely and effective payment of all amounts due, or otherwise materially breaches
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the Agreement, or acts in manner indicating that it intends to not comply, or is unable to
comply, with the Agreement. Prior to termination, the Lead Agency may suspend the
Business Account website access privileges, lock the Business Cards issued to the
Business Account, and/or decline to accept and fulfill any pending or new orders from the
Business Account. Suspension can be reversed without terminating the contract, if the
Business Account makes outstanding payments or comes into compliance.To effect such
a termination or suspension for cause, the Lead Agency shall send email notice to the last
known email address for the last known Primary Contact Person of the Busin ess Account
describing the manner in which the Business Account is in default and the effective date
of termination or suspension. If the basis for termination or suspension is a failure to
perform that can be cured, the termination shall not take effect so long as the Business
Account cures the default within ten (10) days of the sending of the email notice. Upon the
effective date of such termination or suspension, the Lead Agency may immediately
terminate or suspend the website access privileges of the B usiness Account,Lock or
Unlink the Business Cards issued to the Business Account and decline to accept and fulfill
any pending or new orders from the Business Account. In the event of such a termination
or suspension for cause, the Business Account shall not be entitled to any refund of any
amounts paid.
14.2 Either the Business Account or the Lead Agency may terminate the Agreement without
cause and for its own convenience by sending the other Party written or email notice at
least thirty (30) days in advance of the effective date of the termination. Upon rece ipt of a
notice of termination for convenience from the Business Account, the Lead Agency may,
in its sole discretion, waive the advance notice period and immediately terminate the
website access privileges of the Business Account, initiate a Card Lock or Card Unlink on
the Business Cards issued to the Business Account, and decline to accept and fulfill any
pending or new orders from the Business Account. In the event of such a termination for
convenience and not cause, the amounts due under this Agreement shall be calculated
by the Lead Agency. (The amounts due for the ORCA Passport Product and any optional
products listed in Attachment 1 shall be the annual amounts due prorated for the number
of months during which the Passport Product and optional product s were valid for at least
one day.) If the Business Account has not paid in full all of the amounts due under this
Agreement as of the termination date, the Business Account shall immediately pay the
remaining amount due. If the Business Account has paid more than all of the amounts due
under this Agreement as of the termination date, the Business Account shall be entitled to
a refund of the excess it has paid.
14.3 Notwithstanding any termination of the Agreement, the Business Account shall remain
liable to satisfy and comply with all of its obligations under this Agreement and at law with
regard to, or arising out of, any orders submitted or any of its acts or omiss ions occurring
prior to the effective date of the termination, including but not limited to paying all amounts
due or incurred prior to the effective date of the termination and any fees, charges,
collection costs or other costs arising from a failure to make timely and effective payment.
15.0 EXCLUSION OF WARRANTIES
15.1 ALL ORCA SERVICES PROVIDED ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE” BASIS. ANY USE OF THE ORCA SERVICES IS AT THE BUSINESS
ACCOUNT'S SOLE DISCRETION AND RISK.
15.2 BY WAY OF EXAMPLE, AND NOT LIMITATION, THE LEAD AGENCY AND EACH OF
THE OTHER AGENCIES SPECIFICALLY DO NOT REPRESENT AND WARRANT
THAT:
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A. THE BUSINESS ACCOUNT'S USE OF THE ORCA SERVICES WILL BE
UNINTERRUPTED, TIMELY, FREE FROM ERROR AND OTHERWISE
MEETING ITS REQUIREMENTS;
B. ANY INFORMATION OBTAINED BY THE BUSINESS ACCOUNT AS A RESULT
OF USING THE ORCA SERVICES WILL BE ACCURATE AND RELIABLE; AND
C. ANY USE OF THE ORCA WEBSITE, INCLUDING BUT NOT LIMITED TO THE
CONTENT OR MATERIAL DOWNLOADED FROM SAID WEBSITE, WILL BE
FREE OF DEFECTS, VIRUSES, MALWARE, HACKS OR POTENTIALLY
HARMFUL INTRUSIONS.
15.3 TO THE EXTENT PERMITTED BY LAW, THE LEAD AGENCY AND EACH OF THE
OTHER AGENCIES DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY
WARRANTIES OF QUIET ENJOYMENT OR NON -INFRINGEMENT; AND ANY
WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE
OF PERFORMANCE.
15.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
THE AGENCIES OR THE ORCA SYSTEM SHALL REVISE OR CREATE ANY
WARRANTY.
16.0 NOTICES
16.1 Any notice required to be given under the terms of this Agreement shall be directed either
by email or regular mail to the Parties’ Designated Representatives, as specified in
Attachment 2, or to the last person and address provided by a Party in accordance with
Section 16.2.
16.2 Each Party shall immediately notify the other Parties of any changes to its Designated
Representatives' contact information. The Business Account shall also immediately notify
the Lead Agency of any changes in any other information provided in its application.
17.0 FORCE MAJEURE
The Agencies and each of them shall be relieved of any obligations under this Agreement to the
extent they are rendered unable to perform, or comply with such obligations as a direct or indirect
result of a force majeure event, or any other circumstance not within such party’s control,
including, but not limited to, acts of nature, pandemics, acts o f civil or military authorities, terrorism,
fire or water damage, accidents, labor disputes or actions, shutdowns for purpose of emergency
repairs, or industrial, civil or public disturbances.
18.0 APPLICATION OF AGENCY FARES AND OTHER POLICIES
The purchase, distribution and use of Business Cards and ORCA Products by the Business
Account and its Cardholders, and access to and use of the ORCA website, shall be subject to all
applicable federal, state and local law, regulations, ordinances, codes and policies, i ncluding but
not limited to the ORCA Cardholder Terms of Use and ORCA Privacy Statement (posted on the
ORCA website and available in printed form upon request to the Lead Agency), and the Agencies'
respective fares, transfer rules, codes of conduct and oth er operating policies and procedures.
19.0 PROHIBITED DISCRIMINATION
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The Business Account shall not discriminate on the basis of race, color, sex, religion, nationality,
creed, marital status, sexual orientation, age, or presence of any sensory, mental, or physical
handicap in the administration of its transportation benefi ts program, the provision of ORCA
Business Cards and ORCA Products, or the performance of any acts under this Agreement. The
Business Account shall comply fully with all applicable federal, state and local laws, ordinances,
executive orders and regulations which prohibit such discrimination.
20.0 COMPLIANCE WITH APPLICABLE LAW
The Business Account shall be solely responsible for compliance with all applicable federal, state
and local laws, regulations, resolutions and ordinances, including, but not limited to, any
provisions relating to the Business Account's provision of compen sation, benefits or services to
employees or others (e.g. including, but not limited to, transportation fringe benefits) and any
reporting, tax withholding, or other obligations related thereto. The Business Account expressly
acknowledges and agrees that i t has not relied on any representations or statements by the
Agencies and will not rely on them to provide any legal, accounting, tax or other advice with regard
to the Business Account's provision of compensation, benefits or services to employees or othe rs
(e.g. including, but not limited to, transportation fringe benefits) and any reporting, withholding or
other obligations related thereto.
21.0 LEGAL RELATIONS
21.1 No Partnership, Agency or Employment Relationship Formed . The Business Account and
the Agencies are independent parties and nothing in this Agreement shall be construed
as creating any joint venture, partnership, agency or employment relationship between
and among them or their respective employees. Without lim iting the foregoing, the
Business Account understands and agrees that none of its employees or agents shall be
deemed employees or agent, for any purpose, of any of the Agencies and the Business
Account is solely responsible for the acts of its agents and employees and their
compensation, wages, withholdings and benefits.
21.2 LIMITATION ON LIABILITY
A. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE
LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY
HARMLESS FROM, ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED
TO:
1. ANY RELIANCE PLACED BY THE BUSINESS ACCOUNT ON THE
COMPLETENESS, ACCURACY OR EXISTENCE OF ANY
INFORMATION PROVIDED TO THE BUSINESS ACCOUNT BY OR
THROUGH THE ORCA SERVICES;
2. ANY CHANGES TO THE ORCA SERVICES OR THE TEMPORARY OR
PERMANENT CESSATION OF ANY SUCH SERVICES (OR FEATURES
WITHIN A SERVICE);
3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY
INFORMATION MADE AVAILABLE TO THE BUSINESS ACCOUNT, OR
GENERATED BY THE USE OF THE ORCA SERVICES UNDER THIS
AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE USE OF THE
ORCA BUSINESS CARDS ISSUED UNDER THIS AGREEMENT;
4. THE BUSINESS ACCOUNT'S FAILURE TO PROVIDE THE LEAD
AGENCY WITH ACCURATE ACCOUNT INFORMATION; AND
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5. THE BUSINESS ACCOUNT’S FAILURE TO KEEP INFORMATION
SECURE AND CONFIDENTIAL.
B. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE
LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY
HARMLESS FROM, ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCURRED BY THE
BUSINESS ACCOUNT UNDER ANY THEORY OF LIAIBILITY, INCLUDING BUT
NOT LIMITED TO LOSS OF USE, LOSS OF TIME , LOSS OF PROFITS, LOSS
OF PRIVACY, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS
REPUTATION, WHEN SUCH DAMAGES ARISE OUT OF, OR ARE RELATED
TO, THIS AGREEMENT OR THE ORCA SERVICES, WHETHER OR NOT ONE
OR MORE AGENCIES HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN
AWARE OF, THE POSSIBILITY OF ANY SUCH DAMAGES ARISING.
C. TO THE EXTENT ONE OR MORE OF THE AGENCIES INCURS ANY LIABILITY
FOR A BREACH OF THIS AGREEMENT, OR ANY DUTY RELATED TO THE
ORCA SERVICES, AND SUCH LIABILITY THAT IS NOT EXCLUDED UNDER
THE TERMS OF THIS AGREEMENT, THE EXCLUSIVE, AGGREGATE REMEDY
AGAINST THE LEAD AGENCY AND EACH OTHER AGENCY WILL BE, AT THE
OPTION OF THE APPLICABLE AGENCIES: (A) THE CORRECTION,
SUBSTITUTION OR REPLACEMENT OF ALL OR PART OF THE ORCA
SERVICES GIVING RISE TO THE BREACH, OR (B) A REFUND OF THE
AMOUNT PAID BY THE BUSINESS ACCOUN T FOR THE ORCA SERVICE
CAUSING THE DAMAGE, THE AMOUNT OF WHICH WILL NOT EXCEED THE
DAMAGES (OTHER THAN THOSE EXCLUDED ABOVE) ACTUALLY
INCURRED BY THE BUSINESS ACCOUNT IN REASONABLE RELIANCE.
THE DAMAGE EXCLUSIONS AND LIMITATIONS ON LIABILITY IN
THE AGREEMENT SHALL APPLY EVEN IF ANY REMEDY FAILS
FOR ITS ESSENTIAL PURPOSE.
21.3 No Waiver. The Business Account agrees that if the Lead Agency does not exercise or
enforce any legal right or remedy which is contained in the Agreement or under applicable
law, this will not be taken to be deemed to be a waiver or modification of the Lea d Agency’s
rights and remedies, and that those rights or remedies will still be available to the Lead
Agency.
21.4 Governing Law and Forum. This Agreement and all provisions hereof shall be interpreted
and enforced in accordance with, and governed by, the applicable law of the State of
Washington and of the United States of America without regard to its conflict of law s
provisions. The exclusive jurisdiction and venue for conducting any legal actions arising
under this Agreement shall reside in either the Federal District Court or the State of
Washington Superior Court, as applicable, that is located in the county in wh ich the Lead
Agency's primary administrative office is located. The Business Account hereby consents
to personal jurisdiction and venue in said courts and waives any right which it might have
to conduct legal actions involving the Agencies in other forums.
21.5 Attorneys' Fees and Costs. In the event of litigation between the parties related to this
Agreement, the Court is authorized to award the substantially prevailing party its costs,
fees and expenses including reasonable attorney fees to the extent authorize d by the
Court and permitted by applicable law.
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21.6 Survival. Sections 4, 5, 10, 15 and 21 shall survive and remain effective notwithstanding
any termination of this Agreement.
21.7 Use of ORCA name and logos. The Business Account understands and agrees that the
"ORCA" name and logos are trademarked and that it will not copy or use them and any
other trade names, trademarks, service marks, logos, domain names, and other distinctive
features or intellectual property of the Agencies without written permission. The Agencies
understand and agree the Business Account name and logo may be trademarked and that
it will not copy or use them and any other trade names, trademarks, service marks, logos,
domain names, and other distinctive features or intellectual property of the Business
Account without written permission.
22.0 SUCCESSORS AND ASSIGNS
This Agreement and all terms, provisions, conditions and covenants hereof shall be binding upon
the parties hereto, and their respective successors and assigns; provided, however, no Party may
assign or delegate the duties performed under this Agreement wi thout the written agreement by
the Lead Agency, the Business Account and the assignee.
23.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS
This Agreement constitutes the entire agreement between the Business Account and the Lead
Agency, on behalf of all Agencies, related to the Business Account's use of and access to ORCA
Services (but excluding any services which Lead Agency may provide unde r a separate written
agreement), and completely replaces and supersedes any prior oral or written representations or
agreements in relation to fare media consignment and sales or to ORCA Services. No oral
agreements or modifications will be binding on the parties and any changes shall be effective only
upon a written amendment being signed by the parties.
24.0 SEVERABILITY
In the event any provision of this Agreement is determined by a court of competent jurisdiction to
be unenforceable or invalid, then the meaning of that provision shall be construed, to the extent
feasible, to render the provision enforceable, and if no fe asible interpretation would save such
provision, it shall be severed from the remainder of the Agreement which shall remain in full force
and effect unless the provisions that are invalid and unenforceable substantially impair the value
of the entire Agreement to any party.
25.0 AUTHORITY TO EXECUTE
Each party to this Agreement represents and warrants that: (i) it has the legal power and authority
to execute and perform this Agreement and to grant the rights and assume its obligations herein;
and (ii) the person(s) executing this Agreement below on the party’s behalf is/are duly authorized
to do so, and that the signatures of such person(s) is/are legally sufficient to bind the party
hereunder.
26.0 COUNTERPARTS
This Agreement may be executed in two (2) counterparts, each one of which shall be regarded
for all purposes as one original.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have
executed this Agreement as of the Effective Date.
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BUSINESS ACCOUNT
City of Renton
BY: \s1\
Name: Armondo Parvone
Title: Mayor
Date: \d1\
LEAD TRANSPORTATION AGENCY
King County Metro
BY: \s2\
Name: Ina Percival
Title: Supervisor, Market & Business
Development
Date: \d2\
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ATTACHMENT 1
ORCA BUSINESS PASSPORT - PRODUCTS, PRICING AND TERMS
Business Account: City of Renton
Business Account Federal Tax ID #: 91-6001271
ORCA Business Account ID#: 2480
Agreement Type: Area -Based Passport Contract
Program Term: 3/1/2025 - 2/28/2026
Business Passport Flat Rate Products
• Valid for full and unlimited rides on:
o Bus: King County Metro, Sound Transit, Community Transit, Everett Transit,
Kitsap Transit, Pierce Transit
o Ferry: King County Water Taxi, Kitsap Local Ferries and Fast Ferries
o Monorail
o Seattle Streetcar
o Rail: Sound Transit Link light rail and Sound Transit Sounder (including Rail Plus
partnership with Amtrak Cascades)
o ParaTransit Transportation: King County Metro Access, Kitsap Transit Access,
and Pierce Transit SHUTTLE, Community Transit DART (Dial -A-Ride
Transportation)
o On-Demand Services: Metro Flex, Pierce Transit RUNNER, Community Transit
Zip Shuttle, Kitsap Transit Dial -A-Ride
• Vanpool: 100% monthly fare subsidy on Pierce Transit, King County Metro, Community
Transit, Kitsap Transit vans
• Vanshare: 100% monthly subsidy on Pierce Transit, King County Metro, Community
Transit, Kitsap Transit vans
• Guaranteed Ride Home : For details, see Attachment 6 Emergency Guaranteed Ride
Home.
Passport Zone and Worksite Location Employees
Annual Rate
per
Employee Cost
King County Suburbs –
1055 S Grady Way, Renton, WA
355 $332.04
$ 117,874.20
New Card(s) 25
X $ 3.00 $ 75.00
Subtotal $ 117,949.20
Total $ 117,949.20
Card Logo Permission
The Business Account hereby grants permission for the Agencies to print the Business
Account's name and logo on the Business Account's plastic ORCA Business Cards and no
further permission is required. If the Business Account does not provide a logo to the Lead
Agent, no logo will be printed.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 17 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
Business Passport Flat Rate Payment Terms
• Net 60 days
Additional Information
Additional Card Orders
During the agreement term additional cards can be ordered at the standard card fee only.
Amount of Eligible Participant contribution
(Note: employees may contribute up to 50% of the Annual Rate per Employee)
King County Suburbs –
1055 S Grady Way, Renton, WA
= 0%
Business Choice Products
Choice Products purchased by the Business Account will be prepaid by invoice, credit card or
ACH, at prevailing retail rates.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 18 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
ATTACHMENT 2
DESIGNATED REPRESENTATIVES
BUSINESS ACCOUNT - Primary LEAD AGENCY - Primary
Name Ellen Tarbo Kay Mennie
Title Transportation Planning Manager Customer Relationship Manager
Address 1055 S Grady Way
Renton, WA 98057-3232
201 S. Jackson St
Seattle, WA 98104
Telephone (253) 766 -2233 (206) 477 -4883
E-Mail etalbo@rentonwa.gov kay.mennie@kingcounty.gov
BUSINESS ACCOUNT - Secondary LEAD AGENCY - Secondary
Name
Title
Address
Telephone
E-Mail
BUSINESS ACCOUNT - Billing LEAD AGENCY - Billing
Name Kelsy Marshall ORCA c/o Central Puget Sound
Regional Transit
Title Administrative Secretary
Address 1055 S Grady Way Renton
WA 98057-3232
LB 1194
PO Box 35146
Seattle, WA 98124 -5146
Telephone (000) 000 -0000
E-Mail
kmarshall@rentonwa.gov finance@myorca.com
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 19 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
ATTACHMENT 3
ELIGIBLE PARTICIPANTS
Definition and Number of Eligible Participants
Eligible Participant - Businesses must, at a minimum, cover all benefits-eligible employees except
those who work 100% remote. Additional participants can be included.
Definition of
Eligible
Participants
All benefit-eligible employees
Number of
Eligible
Participants
355
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 20 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
ATTACHMENT 4
SAMPLE - ORCA BUSINESS CARDHOLDER RULES OF USE
(Note: business account can customize content for means of communicating with employees.)
As a Business Account Cardholder, I agree to the following:
1. I understand that the ORCA Business Card is owned by the employer that provided it to
me and it has been provided to me for my personal use only. I agree that I will not sell or
transfer my assigned ORCA Card to another person. If I violate these terms of use, my
ORCA Card may be blocked from further use.
2. I will keep my assigned ORCA Business Card secure and in good condition, and I will
immediately report a lost, stolen, or damaged ORCA Business Card to my company’s
Transportation Coordinator. I understand an ORCA Business Card will be replaced at the
fee charged by my company.
3. I will return my assigned plastic ORCA Business Card upon request or when I leave my
employment or otherwise do not meet the eligibility requirements of my company. If I do
not return my plastic ORCA Business Card, I understand that it may be blocked for further
use.
4. I will read and comply with the ORCA Cardholder Terms of Use (myorca.com/terms) and
Privacy Statement (myorca.com/privacy).
5. I understand that my ORCA Business Card is valid for the following provided by the listed
transportation Agencies.
a. 100% of fares on regularly scheduled transportation service on Community
Transit, Everett Transit, King County Metro, King County Water Taxi, Kitsap
Transit and Kitsap Ferries, Monorail, Pierce Transit, Sound Transit, and Seattle
Streetcar.
b. 100% of vanpool and vanshare fares on vanpool services provided by Community
Transit, King County Metro, Kitsap Transit, and Pierce Transit.
6. I understand and will comply with policies of my employer or other institution that provided
my ORCA Business Card.
7. I understand that the ORCA Business Card is not valid for fare payment on transportation
services not specified in Section 4 and I am responsible for paying any additional fares
required for services not covered, or not fully covered, by my assigned ORCA B usiness
Card.
8. I understand that any additional ORCA Products I load onto my assigned ORCA Card will
become the property of the company that owns my ORCA Business Card and the refund,
if any, of such products will be made by the company according to its refund policy.
9. I understand in the event any ORCA Products I load onto my assigned ORCA Card must
be replaced, I am responsible for any fares required during the replacement period.
10. I understand the ORCA system will record data each time I use my assigned ORCA
Business Card. Data will include the date, time and location of the card when it is
presented. I understand this data is owned by the transit Agencies and is accessible to
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 21 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
the company, consistent with the terms of the Agreement, that owns my ORCA Business
Card.
11. I understand that the ORCA Card must be “tapped” on a card reader to show proof of fare
payment or issuance of a valid fare. Merely showing the ORCA Card on a bus, train, ferry
or light rail vehicle does not constitute proof of fare payment or issuance of a valid fare. I
will be subject to a fine if the ORCA Card is not "tapped," and I understand I will be
personally responsible for any fines that may be imposed.
12. I understand that for the correct fare to be recorded, I must “tap” off on a card reader when
exiting some transit systems. For example, I must "tap" off when exiting from a Sounder
train.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 22 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
ATTACHMENT 5
ORCA BUSINESS ACCOUNT SECURITY STANDARDS
1.0 Application Security
1.1 At the time the Business Account enters into the ORCA program, a unique password will
be used by each Business Account authorized to enable access to myORCA.com.
1.2 The Business Account shall use a strong password that meets the following criteria:
a. Length - At least eight (8) characters in length or the maximum length permitted by
the ORCA system, whichever is shorter.
b. Elements - Contains one each of at least one character from each of the following
four (4) groups.
1. English upper case letters (A, B, C...)
2. English lower case letters (a, b, c...)
3. Westernized Arabic numbers: 0, 1, 2...9
4. Special characters: #%&$*!@^()[]{}<>\|?/'"+=.,
1.3 The Business Account shall restrict access to the myORCA.com website by providing its
user id and password to only the employee(s) who have a business "need to know" and
who are authorized by the Business Account as "system user(s)". If the password is
updated for reasons listed in (a) or (b), then the security questions for that same account
shall be updated as well.
1.4 Access to the ORCA myORCA.com website is restricted to the purpose of authorized
administrative support for the ORCA Business Account program
1.5 The Business Account's password shall be changed at least quarterly but also immediately
upon (a) a system user leaving the Business Account's employment or otherwise losing
his/her status as an authorized user; and (b) the Business Account learning that t he
password has been obtained by unauthorized persons or entities.
1.6 The Business Account’s Primary Contact will review security policies and guidelines with
system users at least quarterly.
2.0 Physical Security
2.1 The Business Account shall require system users, when not at their workstations, to log
off the myORCA.com website, or lock their screen using a password protected screen -
saver in order to prevent unauthorized access.
2.2 ORCA card stock shall be kept in a secure/locked location with access limited to those
administering the program.
2.3 The Business Account shall require its employees to keep printed reports containing
account information in a secure location.
3.0 Incident Management
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 23 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
3.1 The Business Account shall report any security incident or suspected incident immediately
to the Lead Agency. Examples of possible security incidents would be: introduction of
computer viruses, unauthorized transactions or blocked cards, or lost or sto len card stock.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 24 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
ATTACHMENT 6
GUARANTEED RIDE HOME PROGRAM
1.0 PURPOSE
The purpose of this agreement is to define responsibilities of the Agency and the Business
Account under the Guaranteed Ride Home program (hereinafter, “GRH.”) GRH guarantees
payment for fees incurred by eligible employees who meet the eligible criteria, a s set forth below,
and have taken rides taken in accordance with the terms set forth below.
This Agreement sets forth all the rights and duties of the parties with respect to the subject matter
thereof, and replaces any and all previous agreements or understandings, whether written or oral,
relating thereto.
2.0 DEFINITIONS
2.1 Eligible Employees
Eligible Employees are individuals included in the Eligible Participant definition on
Attachment 3 who traveled to work using an approved commute option on the day they
wish to use GRH.
2.2 Program Coordinator
The Program Coordinator is the Business Account’s designated staff person(s) or office
responsible for administering GRH for each shift.
2.3 Approved Commute Options
Eligible Employees must have commuted from their principal residence, transit center, or
park & ride lot to the Business Account’s worksite by one of the following Approved
Commute Options: bus, train, carpool, vanpool, walk -on or bicycle-on ferry, bicycle, walk
or other non-drive alone commute option.
2.4 Eligible Reasons
Eligible Reasons for using GRH are:
a. Eligible Employee’s or family member’s unexpected illness or emergency.
b. Unexpected schedule change such that the normal commute mode is not available
for the return commute to the starting place of their commute. Unexpected means
the employee learns of the schedule change that day.
c. Missing the employee’s normal return commute to the starting place of their
commute for reasons, other than weather or acts of nature, which are beyond the
employee’s control and of which they had no prior knowledge. For example, the
employee’s carpool driver left work or worked late unexpectedly.
2.5 Non-Eligible Reasons
Non-Eligible Reasons for which GRH may not be used include, but are not limited to:
a. Pre-scheduled medical or other appointments.
b. To transport individuals who have incurred injury or illness related to their
occupation. A GRH ride should NEVER be used where an ambulance is
appropriate, nor should a GRH ride replace Business Account’s legal
responsibility under workers’ compensation laws and regulations.
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 25 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
c. Employee termination or reductions in force.
d. Other situations where, in the opinion of the Business Account’s Program
Coordinator, alternate transportation could have been arranged ahead of time.
e. Non-emergency side trips.
f. Inclement weather.
g. The individual has already met their trip limits for the year.
h. To take ferry commuters any farther than the ferry dock.
2.6 Eligible Destinations
Eligible Destinations for a ride under GRH from the Business Account’s work site are to:
a. Eligible Employee’s principal place of residence.
b. Eligible Employee’s personal vehicle, e.g. vehicle located at a transit center or
park & ride lot.
c. Eligible Employee’s usual commute ferry terminal on the east side of Puget
Sound.
d. To a medical provider in an unexpected situation.
e. To an intermediate stop if it meets the criteria set forth below.
2.7 Intermediate Stops
An Intermediate Stop is a stop from the work site at an intermediate location before going
on to an Eligible Destination that is directly related to an emergency (i.e. pick up a
necessary prescription at a pharmacy; pick up a sick child at school), is requ ested in
advance by the Eligible Employee and is authorized in advance by the Business Account’s
Program Coordinator.
3.0 BUSINESS ACCOUNT RESPONSIBILITIES
3.1 Program Coordinator
Business Account shall designate as many Program Coordinators as necessary to
administer and perform the necessary GRH program tasks as set forth in this
Attachment.
3.2 Number of GRH Rides per Eligible Employee
Business Account shall ensure that each Eligible Employee does not exceed eight (8) GRH
rides per twelve (12) month period. There is a 60 mile trip limitation one way (employee will pay
the remainder of the fare beyond 60 miles). King County shall not pay any taxi driver gratuity.
Taxi driver gratuity will be at the sole discretion of Business Account or the Eligible Employee
taking the GRH ride.
3.3 Access to Service
Business Account shall make information about how to access GRH rides available to all
Eligible Employees.
4.0 GRH PROGRAM TASKS
4.1 Process
To access GRH rides, Eligible Employees shall contact the Program Coordinator. The Program
Coordinator shall call an answering service provider directly, contracted by King County. The
phone number is 425-450-4555. Program Coordinator shall screen and obtain the following
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 26 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
information from the Eligible Employee and provide the information to the answering service
provider as part of arranging the taxi ride for the Eligible Employee.
1. Verify the Eligible Employee has commuted to the worksite by an eligible mode.
2. Verify the Eligible Employee has an Eligible Reason and Eligible Destination for a
GRH ride.
4.2 Reporting
1. Once an Eligible Employee takes the emergency taxi ride, obtain from the Eligible
Employee a completed receipt of the taxi trip.
2. Business Account’s Program Coordinator shall forward copies of such receipts to King
County at the end of each month for record keeping and accounting purposes.
5.0 AGENCY RESPONSIBILITIES
5.1 Agency shall provide Business Account Program Coordinator with procedures, guidelines
and all documents needed to facilitate the program. Agencies will conduct evaluations of
program’s effectiveness.
5.2 Indemnification
Business Account agrees the Agency is not responsible for providing transportation
services under the GRH program. Business Account further agrees that the Agency
makes no guarantee or warranty as to the availability, quality or reliability of transportation
service, and that the Agency’s sole obligation under the program is to make payment of
the transportation provider for trips actually taken in accordance with the terms of this
Agreement. Business Account agrees it shall make no claims of any kind or bring any suits
of any kind against the Agency for damages or injuries of any kind arising out of or in any
way related to the GRH program. Without limiting the foregoing and by way of example
only, the Business Account agrees that the Agency shall not be liable for any injuries or
damages caused by negligence or intentional acts occurring before, during or after a ride
or for any injuries or damages caused by failure of a transportation company to provide a
ride due to negligence, intentional acts or causes beyond their control, includ ing but not
limited to incidence of fire, flood, snow, earthquake or other acts of nature, riots,
insurrection, accident, order of any court or civil authority, and strikes or other labor
actions.
5.3 Payment of Authorized GRH Fares
King County shall pay the metered fare amount of a Business Account’s Program Coordinator -
authorized GRH ride, as defined in the DEFINITIONS section above. Business Account’s
payment for GRH services is accounted for in the base price of the ORCA Passport Agreement,
as indicated in Attachment 1.
5.4 Reporting
The Agency shall keep a complete record of all authorized GRH ride requests and
provide a copy of this record to Business Account's designated Program Coordinator if
requested.
5.5 Program Abuse
The Agency reserves the right to investigate and recover costs from and/or disqualify the
Business Account for intentional abuse of the GRH program by Eligible Employees.
Program abuse is defined as, but not limited to, taking more than the maximum rides p er
AGENDA ITEM #3. a)
ORCA Business Passport Agreement Page 27 of 27
City of Renton - BAID : 2480
Program Term : 3/1/2025 - 2/28/2026
agreement period, taking trips for inappropriate reasons, unauthorized destinations and
Intermediate Stops, and pre -scheduled appointments not defined in the DEFINITIONS
section above. The Agency shall also have the right to recover costs from and/or disqu alify
a Business Account who knowingly, willingly or intentionally violates the terms of this
Agreement by authorizing ineligible or inappropriate trips or failing to fulfill their
responsibilities as described in this Agreement.
5.6 Amendment and Termination
This Agreement and any of its terms or provisions may be amended by written agreement
of the parties. All amendments to this Agreement shall be in writing and signed by the
persons authorized to bind the parties to this Agreement and as provided herein.
The Agreement may be terminated by either the Agency or the Business Account for
convenience and without cause by giving written notice of such termination to the other
party at least thirty (30) days prior to the effective date of such termination. This Agreement
shall continue in force until terminated by either party or until the Business Account’s
ORCA Business Passport Agreement is terminated, whichever comes first.
The Agency shall have the right to terminate the Agreement immediately if the Business
Account places the Agency or the public at undue risk as determined by Agencies, or if
the Business Account’s ORCA Business Passport Agreement is suspended or terminated .
AGENDA ITEM #3. a)
AB - 3752
City Council Regular Meeting - 24 Feb 2025
SUBJECT/TITLE: Addendum 8-25 to LAG-93-004 with BHC Inc
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Airport
STAFF CONTACT: Joey Root, Business Coordinator
EXT.: x7478
FISCAL IMPACT SUMMARY:
The City will continue to receive the lease revenue on an annual basis of $58,534.21 plus leasehold excise tax.
There is no change in the lease rate that was last adjusted on September 23, 2024 via
Addendum No. 7-24.
SUMMARY OF ACTION:
The City and BHC Inc. entered into a lease agreement LAG-93-004 on October 28, 1993, for the ground lease of
850 W Perimeter Road at the Renton Airport, a 48,778.51 square foot parcel. BHC Inc. owns the hangar
building on the parcel which is used for aircraft storage.
The Lessee has fully and faithfully complied with all the terms and conditions of the lease which terminates on
December 31, 2029.
Addendum No. 7-24 included updates to the insurance requirements, Section 19 of LAG-93-004. This contract
corrects an error in Addendum No. 7-24.
EXHIBITS:
A. Addendum 8-25 to LAG-93-004
B. Map View of 850 Parcel
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to execute Addendum8-25 with BHC Inc. to correct the insurance section
in Addendum 7-24.
AGENDA ITEM #4. a)
LAG 93-004
Addendum 08-25
Addendum to Lease Agreement LAG 93-004 1
City of Renton to BHC Inc.
ADDENDUM TO LEASE AGREEMENT
(City of Renton to BHC, Inc.)
THIS ADDENDUM to Lease Agreement LAG 93-004, is effective as of the date of
execution by the City of Renton, as indicated on the last page of this addendum.
RECITALS:
WHEREAS, BHC, Inc. (hereinafter “Lessee” or “Tenant”) has a Lease Agreement with
the City of Renton (hereinafter “Lessor” or “Landlord”), known to Landlord and Tenant
(collectively, the “Parties”) as LAG 93-004, executed on October 28, 1993 and subsequently
amended by and through its amendments: Addendum 01-98, Addendum 02-98, Addendum
03-04, Addendum 04-09, Addendum 05-13, Addendum 06-20 and Addendum 07-24;
(hereinafter, collectively, the “Lease”); and
WHEREAS, pursuant to Section 6.11.2 of Landlord’s Airport Leasing Policies, all leases
will be subject to periodic adjustments of insurance requirements as imposed by the Landlord;
and
WHEREAS, all other terms and conditions of the Lease and the addenda thereto shall
remain in full force and effect;
NOW, THEREFORE, IT IS HEREBY AGREED AND COVENANTED BY AND BETWEEN THE CITY OF
RENTON AND BHC INC. AS FOLLOWS:
WITNESSETH:
1. Effective on the date of this addendum, Section 19. of LAG 93-004 is hereby amended to
read as follows:
19. INSURANCE:
19.1. Personal Property: Tenant, at its expense, shall maintain in force during the
Term a policy of special form – causes of loss or all risk property insurance on all of
Tenant’s alterations, improvements, trade fixtures, furniture and other personal property
in, on or about the Premises, in an amount equal to at least their full replacement cost.
Any proceeds of any such policy available to Tenant shall be used by Tenant for the
restoration of Tenant’s alterations, improvements and trade fixtures and the replacement
of Tenant’s furniture and other personal property. Any portion of such proceeds not used
for such restoration shall belong to Tenant. It is agreed that Landlord shall not be held
liable in any manner for, or on account of, any loss or damage to personal property of the
AGENDA ITEM #4. a)
LAG 93-004
Addendum 08-25
Addendum to Lease Agreement LAG 93-004 2
City of Renton to BHC Inc.
Tenant, Tenant's invitees or other persons, which may be sustained by fire or water or
other peril, or for the loss of any articles by burglary, theft or any other cause from or
upon the Premises. It is acknowledged that Landlord does not cover any of the personal
property of Tenant, Tenant's invitees or other persons upon the Premises through its
insurance. Tenant, its invitees and other persons upon the Premises are solely responsible
to obtain suitable personal property insurance.
19.2. Liability Insurance: Tenant, at its expense, shall maintain in force during the Term
the following types of insurance (or equivalents): a policy of commercial general liability
insurance (including premises liability), with the following minimum limits: $1,000,000 per
occurrence, $2,000,000 annual aggregate. Landlord shall be named as an additional
insured on Tenant’s liability insurance solely with respect to the operations of the named
insured (i.e., Tenant) and that coverage being primary and non-contributory with any
other policy(ies) carried by, or available to, the Landlord. The Tenant shall provide the
Landlord with written notice of any policy cancellation, within two business days of their
receipt of such notice.
19.3. Insurance Policies: Insurance required hereunder shall be written by a company
or companies acceptable to Landlord. Landlord reserves the right to establish and, from
time-to-time, to increase minimum insurance coverage amounts. Insurance required
herein shall provide coverage on an occurrence basis, not a claims-made basis. Notice of
increased minimum insurance coverage amounts shall be sent to the Tenant at least forty-
five (45) days prior to the annual renewal date of the Tenant’s insurance. Prior to
possession the Tenant shall deliver to Landlord documents, in a form acceptable to
Landlord, evidencing the existence and amounts of such insurance. Tenant shall, prior to
the expiration of such policies, furnish Landlord with evidence of renewal of such
insurance, in a form acceptable to Landlord. Tenant shall not do or permit to be done
anything which shall invalidate the insurance policies referred to above. Tenant shall
forthwith, upon Landlord’s demand, reimburse Landlord for any additional premiums for
insurance carried by Landlord attributable to any act or omission or operation of Tenant
causing such increase in the cost of insurance. If Tenant shall fail to procure and maintain
such insurance, then Landlord may, but shall not be required to, procure and maintain the
same, and Tenant shall promptly reimburse Landlord for the premiums and other costs
paid or incurred by Landlord to procure and maintain such insurance. Failure on the part
of the Tenant to maintain the insurance as required shall constitute a material breach of
the Lease, upon which the Landlord may, after giving five business days notice to the
Tenant to correct the breach, terminate the Lease or, at its discretion, procure or renew
such insurance and pay any and all premiums in connection therewith, with any sums so
expended to be repaid to the Landlord on demand.
AGENDA ITEM #4. a)
LAG 93-004
Addendum 08-25
Addendum to Lease Agreement LAG 93-004 3
City of Renton to BHC Inc.
19.4. Waiver of Subrogation: Tenant and Landlord each waives any and all rights of
recovery against the other, or against the officers, employees, agents and representatives
of the other, for loss of or damage to such waiving Party or its property or the property of
others under its control, where such loss or damage is insured against under any insurance
policy in force at the time of such loss or damage. Tenant shall, upon obtaining the policies
of insurance required hereunder, give notice to the insurance carriers that the foregoing
mutual waiver of subrogation is contained in this Lease.
2. All other terms and conditions of the original Lease Agreement and Addenda thereto,
insofar as they are not inconsistent herewith, shall remain in full force and effect.
BHC Inc. CITY OF RENTON
a Washington Corporation a Municipal Corporation
___________________________ ________________________
Douglas E. Norberg Armondo Pavone
Vice President Mayor
________________________
Attest: Jason Seth
City Clerk
____________________
Date
Approved as to legal form
____________________
City Attorney
AGENDA ITEM #4. a)
B. Map View of 850 Parcel
BHC, Inc.
AGENDA ITEM #4. a)
AB – 3752
850 W. Perimeter Rd.
Aircraft Storage Hangars
• LAG-93-004 Addendum 8-25corrects an error in Addendum 7-24 regarding insurance requirements.
• Tenant since October 28, 1993
• $58,534.21 Annual Income
BHC, Inc.
(Beaver Hangar Corporation)
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AB - 3753
City Council Regular Meeting - 24 Feb 2025
SUBJECT/TITLE: Amendment 7-25 to LAG-12-004 with Bosair, LLC
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Airport
STAFF CONTACT: Joey Root, Business Coordinator
EXT.: x7478
FISCAL IMPACT SUMMARY:
The City will receive the lease revenue on an annual basis of $111,520.39 plus leasehold excise tax. This is an
increase of $3,476.30 per month retroactive back to October 2024. This will result in an annual increase of
$41,715.60.
SUMMARY OF ACTION:
The City and Bosair, LLC entered into a lease agreement LAG-12-004 on October 1, 2012, for the ground lease
of 289 E Perimeter Road at the Renton Airport, an 80,811.88 square foot parcel. Bosair, LLC owns the hangar
building on the parcel which is used for aircraft storage, sale of aircraft and pilot supplies, aircraft servicing,
and flight instruction.
A CPI-U adjustment established a rental rate of $0.8637 per square foot for the period of October 1, 2021,
through September 30, 2024. On January 1, 2024, a new land rental rate was established to its fair market
value of $1.38 per square foot per year. This contract accounts for lease rate increases retroactive to October
1, 2024, and continuing until September30, 2027. Additionally, Section 23 of LAG-12-004, Notices, is updated
to reflect Landlord’s new address.
EXHIBITS:
A. Amendment 7-25 to LAG-12-004
B. Map View of 289 Parcel
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to execute Amendment 7-25 with Bosair, LLCfor a lease rate adjustment
and update to the Landlord’s address.
AGENDA ITEM #5. a)
AGENDA ITEM #5. a)
AGENDA ITEM #5. a)
AGENDA ITEM #5. a)
B. Map View of 289 Parcel
Bosair, LLC
AGENDA ITEM #5. a)
AB – 3753
289 E Perimeter RoadHangar/Offices
• LAG-12-004 Amendment 7-25
• Lease Rate Adjustment and clerical updates.
• Tenant since March 8, 2001
• 80,811.88 sq.ft. ground $1.38
• $111,520.39 Annual Income
Bosair, LLC
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