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Agenda
AGENDA Transportation Committee Regular Meeting 4:00 PM - Monday, February 13, 2017 Council Conference Room, 7th Floor, City Hall – 1055 S. Grady Way 1. LAKE WA TRAIL AGREEMENT OTAK, Inc. a) AB - 1824 Transportation Systems Division recommends approval of Supplemental Agreement No. 3 to CAG-15-177, with OTAK, Inc. in the amount of $321,203 to complete the final design and construction documents for Phase 3 of the Lake Washington Loop Trail project. 2. MAIN AVE S PROJECT CONTRACT a) AB - 1825 Transportation Systems Division recommends approval of a contract with Perteet, Inc., in the amount of $325,114 to provide construction observation and administration services for the Main Avenue South Project. 3. 2017-18 ORCA BUSINESS CARDS AGREEMENT a) AB - 1833 Transportation Systems Division recommends approval of the 2017-2018 One Card for All (ORCA) Business Passport interlocal agreement with King County, Pierce Transit, Sound Transit and others in the amount of $130,000 to continue the Commute Trip Reduction Program for City employees. 4. EMERGING ISSUES AB - 1824 City Council Regular Meeting - 09 Jan 2017 SUBJECT/TITLE: Supplemental Agreement No. 3 to CAG-15-177 with OTAK, Inc. for the Lake Washington Loop Trail Project RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee DEPARTMENT: Transportation Systems Division STAFF CONTACT: James Wilhoit, Transportation Design Project Manager EXT.: 7319 FISCAL IMPACT SUMMARY: The project has a design budget of $850,000. This amendment will increase the design agreement amount from $356,073 to $657,964. Environmental and in-house design costs will add $120,000, bringing total to $780,000 (rounded), which is well under budget. This project is funded under CIP the account 317.122802.016.595.11.63.000. SUMMARY OF ACTION: The Lake Washington Loop Trail Project will ultimately provide a shared use regional trail from the Logan Avenue North/Cedar River Trail which extends to the north city limits along Airport Way and Rainier Avenue North. It was been selected for Federal Transportation Alternatives Program (TAP) and Pedestrian and Bicycle Safety Grants for design. Right-of-way surveying, mapping and 30% plans have been completed, and this amendment will enable completion of plans and specifications for Phase 3 (from Logan Avenue North along Airport Way to a limit just east of Rainier Avenue North) to be advertised for a construction contract. EXHIBITS: A. Supplemental Agreement No. 3 to CAG-15-177 STAFF RECOMMENDATION: Authorize the Mayor and City Clerk to Execute Supplemental Agreement No. 3 to CAG-15-177 with OTAK, Inc. to complete final design and construction documents for Phase 3 of the Lake Washington Loop Trail project in the amount of $321,203. 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OE.mm2_omm<1:cmu8<amQmmm:m3m:n_3m38m:mxamsmw_.__ooo:w:_.B3>m8m3m3_om.2<mm: mmomzmmsmmwmmamosxgmagmm_o.63_umqB.moem..26mm$m3m3_:o_cammzmmozm?q:o_:_<6.8m .083o:mMoi<<mm:3m8:m.B.8Um_om:3o39“?msmuonmzozezmood2%.mx_.__%>m:33m:Nmm. or:Emmm:3m.8cmmmqonEmmm3.89>_u_.mm_aos30+socqm..o«:5mméammQmmozcmqm_uo<m_m Emmmz?ma3mx:=o:w.<<mcsqma?mzamo_n::o:m_mmo.8o:3om_Qmm?:mm2_omm<1:cmqmncmm?mg.62 mccmmgcmiQmm?:Usmmmm?ow.3_m_u3_.mo.n33mBEE.Emmmmooimo?cm3“<0::m<mncmmaosmwmmmz?sm SmEouommamooum9.mmiommowEmmm:3m.8. m3om$_<. omom:m_:mm«m_So. xm 2&8;m._umo_E:qm:ummocm:o._<_m.8m_..o_um._.Q $32omo.8o:3om_mzmimmw3_:o:um_ :x_£§s____._ >#mo:3m3m” mx:=u:>.oo_§__aa_n$Um.§3_:m:o: mxzu:m.Iocammg3m.8:mmo.8o::_om_mmiomm E8_m_=._mn>3.maoqoao3:?32.2.52.5383.2:5imam.aoacamaAm=.m=.5?SE?m=a\o_.=.m._a..2u8<a$.m=._mim§o__3¢=.mma3:.m 832=52_m.__m_._o2_3m_:..23o:m_=m_32.32:_mm3a._E.mmomsmamma.:5.man.3:8:5mm:522%.%2__.§:3$83. 3-mmomzezmmam\\!.l.1L. 3?2c.c$m.c.3.oo,AGENDA ITEM #1. a) 0o:m::m:..mmmUm.8_.:::m:o: _u3_.mo.Hzm3murmxm<<mm:_:m.8:roou._.:m__ _u8_.mo.n2:38:om8-o3-oo Oo:m::m:.nOmomsoimmnw_:o. zmoo:>4mu_._OC_~_u<_~>4mm o_mmm=_on:o: _u::o_vm_ >mmoo_m.6 mmaam:@\mo_ _u8_.mo.H_m:m\mo_mama.m m:©\mo_N m:m\mo_A $3.2._.mo::_o_m: +mo::_o_m: <<o3_u3ommmo. _U_.O._mO.H>mm_m.,m_: mcEo.B_u _~m__<_wc_~m>w_.mm _<___mm©mm?meow mmnzoacoaosAoou_mm_n_oHm_m.8.v ®mo.$o:3om__mcoB82Emzzo mcmoozmc_.4>z4oomqmAmmmmx:=o:UV m:Eo.B_” ._.O._.>_.E930 ooz:zomzo< mm>zu._.O._.>_u$8.30 AGENDA ITEM #1. a) City of Renton Lake Washington Loop Trail -Phase 3 Hours Estimate -Geotechnical Services GeoEngineers | Senior Project Senior Word Project Principal Associate Englsci Eng/Sci EnglSci3 Eng/Sci2 EnglSci1 Technician TechnicianProcessor Assistant1 Scope Item I l L TOTAL Review available geotechnical and geological data 3 3 Observe utility potholing 3 12 1 16 Review soil samples,conduct geotechnical lab tests,prepare logs 3 3 7 Provide pole foundation recommendations 1 3 2 7 Provide utility installation recommendations 2 2 Comment on construction issues 1 1 Project management,QAIQC 1 2 4 7 One project team meeting 3 1 4 Prepare draft and final report 3 8 4 3 2 20 Total Geotechnical Hours 5 0 28 0 2 12 O 4 0 6 10 67 AGENDA ITEM #1. a) 5.8<<Qm:_:©+o:roob:o__1265m_u_:o_Oman: mx:_w_aO moommOmmmmsomm H38$35:8:Ho:HEEI555»...E5:Una= wwoamoaUmmOW:%EOZ .35mozosmsmWmHmZ¢<.muaowommmmoowmowmawioam§3.30wom?rmHmwo¢<mmEbm.8:HoouHE:Hogan». Himmoowommmc?omEm:momwm:3:3wnommmmmam8mam;aommm:2::€§:.§__o<&ma8.x.\8.x.\wa.,3? Sowmomao?8oosmww?cm90wozosmbmmadam:563<mBoEmu O O Wommodm:HS:Eobm?ommn><o::mm;mam>35:¢<m< 9&3W754wannaOmommwdm Oosboomomm8GammaE<mHHS: ma§o&wmmmmamdOobbmomommnomo¢<:8<§moan mamamumUléémwOaommwsmm aamwmowwms?BoamgaoaEbomm:\>3.o?mum>5o:\m§§%bmoammmww.8 mooo?asom?mQ»:ouommwsmm. mmowmommmw?nmm w?oémmm:BBmQomSmww?dm93:5amzE83:SE33%mom#5moowaowmomiommu Ham»~..36«Q>5:3$:N=~E5.n.eS.$.=E~.a= Hpmoomo”.EmZ¢<25waoimoEo_.aoHBmsmmo?o?mamooo?mnmnosmoaioom.mum<3: mnosmE.o_.oo.?amnimmosowooozmawmos38:5mmwo=o€m_ Uo=<mBEom” o58.9:oooanmswmosBoomsmm<39QQA>mm:BnA98%? omS_8roEoQ>moso%385%A>mmcBoHBoomdmv H3»N.3:1U93.:\m=~.=mm:.: Npmoom?HmZ¢<<3:snowmanE?ibwmob.mum?mwmoamsmzoosw?comob8858;moa %.x.\8.x.\wa,é_§§__o<£mmmbanommmmw8moooBBomm.8:92Ea.HmZ<<<3: o<mEw8Sm:mmaamBeam:8033E?u@058onmm?wE=o<Q.mwmoowm?om2:: 383$vlamosmaam.HE/2<EEmic33%333:88:583:2::Bmwooa.8 orm:bo:Nmmo:Eo1No:S_m:m:Bo:.rUoo?doamSE503%mwmsmzwrmm.Bm.Ems»: 5%.353%38%Emoo?oaomview.oosmir_.::o:o:_§§.mason:Siam. E?oaoosbmomos.man09932.93%o_oBa:.a. Uo=<oBEmm” .w3mZ<<_ mmU..m3Um?3.m90 AGENDA ITEM #1. a) w?mz/2 #0300130:m:©3mm1:©zo1:<<w? o>mm§mBoo8$638.0983:2::Bios.ommzmédoamamormnbogmmod moo:Bo:.awmowwnom325:. owaowmammonomEcaw?nodUammmnxw?wcm. owaowmamaobanHammmomwms?zoamomsosUoamnx?mnmQLomm:\>Euon. >_.€oH.QmrmS.o5. oEcsnsmaosCm?Ho<o_\CEmodE.QOm_o=_mno:m. o0&2W7‘?Cm?“mE=o<o~>bmJ~mwmUooc?oammos. oU85:<oEo_oA>Eo.aE.5>bm_%m»m..Oosm?comonmom»mmmn?am._.wmoowmomaoswI25aUoocsgozo. mmmm :5Hog:coma8ooBEa.8$5$5Tmmm%mo%&m.co<oWmm§.S.:5. ?mczwdozmanmxorcaozm Hrowozosmsmmmmc?wmommmamoxoriosm3.9.05303Enwnowmamaodom::.mmoocoommowioomn 38.QMmooc?oawmanmmmzn?a8cmcmmomEgo:momma:mssm?m8n_:.:oBQ:w. Owmdmom.8$5moovmom¢EuHo<mBm:$mmmwmoacam¢o<o35%~.m@EHOmmm?ob?woowomam$9 mwmamsaormamomE32.3marginQmsmm?idmowmro?oabmv5.5%2588mmaméavsmmwr Qooaowio?aaooazasosmmaosm2::aomuoo?.8wow”mocdmmmosmRbmoammmnw,3:cowao?momcw o?roam. wo.Eo_.5mwowcsmaamaossm:m=QooabwoaRdooommmwwSEcm8o:=§§,_mumEoimomcwom?am. amzESE2.3%m:moo:BoEm:UB5m_mE$m3noE.owoddmw .EwZ/Zwmm3283doE<o_<oBoE3o§BE:m3.3;E9%Eowommr Oosmqsoaodwagonmomioomman:359583Sicaowommr VVVV VVVV ?osmbolozos20:330963:Q3o_3DoQ.wObm?ozosm_ :8mmas9,69.Eamoo.wm__m<cm.E>262 _ O38EweM888 AGENDA ITEM #1. a) oo:m::m:n_u$Uo$_.3_:m:o:-._.mz<<dpmzm‘TN _u8_.mo.H2939Ex<<m_.o_u._.$__ UB_.moH2:33:xxx Oosmczmzw.amz<< zmQO.:>._.mU_._oc_»_.<_u>._.mm o_mmm=_nm:o: Sex. _u::o_cm_ U36:_<_m:m©ma v8_.mo.n_<_m:m©$ _u6_.mo.Hmscimm? _~m__<_wc_~m>m_.mm _<=_mm©mmmuaacozosAoou_mm.Eo?.23 _<__mom__m:o:m mcwoozmcrdyzaoomamAmmmmx_.:U:UV 9.205.” ._.O._.>_:mix:o o_»>zu._.O._.>rmiéo AGENDA ITEM #1. a) Exhibit D Lake Washington Loop Trail —City of Renton Otak Hours and Fees «Final Design/EngineeringServices-Pliase 3 5.;9 a _a ."5 E .§~,_A ....3 ...._.5,“.1,5 ?g .5 § .§2 32 EE‘.33 3 goo gr:“3 0-‘E §§,.1 3 5 E .§=«~=5%Ba Ba 1'-2'«sea as ‘-E.it .5:v“t $74.52 $59.06 $44.63 $37.86 $30.29 $28.27 $26.00 $37.36 $26.25 $31.20 $39.50 $36.75 $26.78 $31.50 $25.00 Hours Fees Project Management and Coordination 1.1 Coordination with City ofRenton 20 0 0 O 0 0 0 0 0 0 0 0 0 0 8 28 31,690 1.2 PreparationofProject Work Planand Schedule 0 4 O 0 0 0 0 0 0 O 0 0 0 8 16 $677 1.3 Project Coordination MeetingswithCity(6 Meetings)18 0 18 O 0 12 0 12 0 0 4 0 0 0 8 72 33.290 1.4 Stakel1older/AgencyMeetings (3Meetings)12 0 12 0 0 12 8 8 0 8 0 0 0 0 2 62 32.576 1.5 Coordination ofSubconsultant Work 0 B 0 0 0 0 0 O 0 0 0 0 0 4 16 $755 1.6 Project Monitoringand Reporting 12 0 0 0 0 0 0 0 0 0 0 0 0 0 12 24 $1.194 SIIIIIHMIH171/r.r 70 0 42 0 0 24 3 20 0 8 4 0 0 0 42 .7I3 S70./32 Data Collection and To?graphie Surveying/Mapping 2.1 Data Collection and Reviewof ExistingFieldConditions 2 0 4 8 0 8 0 4 0 0 0 0 0 0 4 30 $1,106 2.2 SupplementalTopographic SurveyingandMapping 2 0 0 4 0 0 0 0 0 0 8 -4 24 12 2 76 $2,569 2.3 Right—of-\‘(/ay/Easernent-LegalExhibit Support 0 0 0 4 0 8 O 0 0 0 4 1..0 0 2 30 $1,027 XltblnlalH0/mi 4 0 4 76 0 I6 0 4 0 0 I2 36 24 /2 8 136 54.702 Franchise UtilityCoordination 3.1 Coordination/Meetingswith Franchise Utilities 2 0 16 0 0 16 0 0 O 0 0 0 0 0 4 38 $1,415 3.2 Coordination/Reviewand UtilitvConflict Resolution 2 0 8 16 0 24 16 0 0 0 0 0 O O 4 70 $2.306 I/I/1/nI/1/Ha//r.t 4 0 24 76 0 40 16 0 0 0 0 0 0 0 3 I06’33.72.? Environmental/Pennim'£g 4.1 Environmcntal/PermittingSupport(Allowance)2 O 8 0 0 12 B O 0 0 0 0 0 0 2 32 31.103 .i'//blaIa/Hal/II 2 0 6'0 0 I2 8 0 0 0 0 0 0 0 2 32 37.703 PreliminaryEngineering 5.1 DesignCoordinationMeetingsGMeetings)12 O 12 12 0 12 0 12 0 0 0 0 O 0 4 64 552.772 5.2 Review and Con?rmation of 30%Design 2 O 4 8 0 8 0 4 4 0 0 0 0 0 2 32 $1.161 5.3 Preparationof60%CivilPlans 4 0 16 24 0 80 60 0 0 0 0 0 0 0 2 186 $5,792 5.4 Preparationof60%Landscapeand Urban Design Plans 2 0 4 0 0 0 8 24 40 0 0 0 0 0 2 80 $2.532 5.5 Preparationof90%CivilPlans 6 O 24 36 0 120 100 0 0 0 0 0 0 0 4 290 $8.974 5.6 Preparationof 90%L1ndscapeand UrbanDesignPlans 2 O 0 0 0 8 40 B0 0 0 0 O 0 2 136 $4,180 5.7 DrainageAnalysisand Preparationof DrainageReport 2 O 8 24 0 40 8 0 0 0 0 0 0 0 12 94 $3.054 5.8 Preparationof Construction Cost Estimates 2 0 1 16 0 24 0 4 8 0 0 0 0 0 2 72 $2,557 5.9 PreparationofTechnicalSpeci?cations 2 O 16 40 0 24 O 4 16 0 0 0 0 0 24 126 $4,225 5.10 Preparationof100"/a BidReadvPlans 2 O 8 0 40 40 4 3 0 0 0 0 O 4 114 $3.439 .1‘://Ilnfa/P10/Ir;r 36 0 1/2 /66'0 348 224 92 156 0 0 0 0 0 56'1.794 533.635 Structural Design/Engineering 6.1 EvaluateStructural DesignAlternatives 2 6 32 40 0 0 0 0 0 0 0 0 0 8 88 $3.646 till/I/aid/1‘i?III!f Z 6 32 40 0 0 0 0 0 0 0 0 0 0 6'6'6’£3,646 CommunityInvolvement and Art Integration 7.1 CommunitvInvolvement Assistance 4 0 4 8 0 8 0 0 8 16 0 0 0 0 4 52 $1,815 Subl:zla/Ho//nr 4 0 4 X 0 8 0 0 6‘I6 0 0 0 0 4 5.7 $1,875 otak AGENDA ITEM #1. a) Exhibit D Lake Washington Loop Trail —City of Renton Omk Hours and Fees -Final Design/EngineeringServices —Phase 3 /‘K -a 5 >4 5 5 E )-1 5 3 5 E -5 E 3 c 3;s 2 r.z;5.:a .5»1 5.0 A n.E g.a 5 2 A “E‘U E 5°>—("3 i>»-3 ‘E3 r'\1 E U 7;:9 o .n \.u .,5 »-«A 5 M .—.u ._.Q ,_n;g:.,0 u.we 5°“M»as a“gag 3-a 33¢9 are .3;ii‘H <-50%u:—-Lu.m SE0 5'8 mg-re my 2 use m>~-«>-‘:5-EE:E2;E5 e "we 2%.:‘F::~-2%:H E -3:a a en a .:x.$22,69 £39 £38,‘:32 mag,we _1<E‘<1 48 0 acre,51%£0 %rs.TOW Tm‘ 3574.52 $59.06 $44.63 $37.86 $30.29 $28.27 $26.00 $37.36 $26.25 $31.20 $39.50 $36.75 $26.78 $3150 $25 00 Hours Fccs 8.0 Bidding 8.1 BiddingSumzort 2 0 8 B O S 0 4 0 0 0 Cl 0 0 Z 32 31.335 5'/I/zzolalHm/nr 2 0 6‘S 0 If 0 4 0 0 0 0 0 0 2 3.?3/235 Subtotal Hours Labor Costs —Otak Labor -Tasks 1.0to 8.0 124 6 234 256 0 456 256 120 164 24 16 36 24 12 132 $860 $65,090 Overhead (169.7Z%x Labor Cost)$110,471 Pro?t (29.90%x Labor Cost)$19,462 Subtotal Fees (Labor Cost +Overhead +Pro?t)-Otak Labor -Tasks 1.0 to 8.0 $195,023 Subconsultant Costs Geo Engineers-Gcotechnical Engineering 8I0.570 'FENW —Traffic.Street Crossings,Lighting 334,670 Universal FieldServices -Ai.rporr/FAA Coordination (Al.lo\Vrmcc)53.000 Otak Markupon Subconsultants (0.0%)$0 Total Subconsullam Costs $98,180 Reimbursable Eipenscs -ReProducrion/Graphics £7,500 Reimbursable Expenses—Misc.5500 UtilityLocate Service —APS 57.000 Management Reservee 525,000 Total Project Cost --Final Design/Engineering Services $321,203 *Nare -Rates Shown are [br BudrrczingPurposes-Actual Rates per Costplus Negotiated Fee olak AGENDA ITEM #1. a) AB - 1825 City Council Regular Meeting - 09 Jan 2017 SUBJECT/TITLE: Professional Services Agreement with Perteet, Inc. for the Construction Observation and Administration Services of the Main Avenue South Project RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee DEPARTMENT: Transportation Systems Division STAFF CONTACT: Keith Woolley, Transportation Design Project Manager EXT.: 7318 FISCAL IMPACT SUMMARY: The Main Avenue South Project construction contract is $1,957,257.53. This proposed contract for construction observation and administration (CM) services is $325,114. The current budget for construction and construction management for this project is $1,686,750 from fund 317.122907.016.595.30.63.00. Additionally, the City water and sewer utilities have budgeted $200,000 combined for their construction. A budget transfer is proposed to transfer $1,050,000 from Mitigation Fund 305, for a total project budget of $2,936,750 for construction (including contingency, project management and field inspection and support services). This budget adjustment, included in a separate agenda bill (AB-1821), was referred to the Finance Committee on December 12, 2016. SUMMARY OF ACTION: This contract retains the services of Perteet, Inc. for administration and observation of the subject construction project. The consultant will provide staff to manage project documentation, conduct weekly construction meetings, review materials and submittals, review change orders, maintain progress payments, provide daily project reports and ensure that the project is constructed per the contract. The services to be provided by the consultant are based on construction activity lasting approximately six months. The consultant will be providing a resident engineer and a project document control specialist, similar to consultant construction management contracts on many recent Transportation Division CIP projects. The City will benefit from efficiencies realized as Perteet, Inc. is also performing these services under contract to the City on the Sunset Lane Improvement Project. EXHIBITS: A. Agreement STAFF RECOMMENDATION: Authorize the Mayor and City Clerk to execute a professional services consultant agreement with Perteet, Inc. to provide construction observation and administration services for the Main Avenue South (South 3rd Street to Mill Avenue South) Project in the amount of $325,114. AGENDA ITEM #2. a) Local Agency A&E Professional Services Cost Plus Fixed Fee ConsuItantAgreement Agreement Number: Firm/Organization Legal Name (do not use dba’s): Perteet,Inc. Address Federal Aid Number 505 Fifth Ave.S.,#300,Seattle,WA 98104 UBI Number Federal TIN or SSN Number 601-288-065 91-1505037 Execution Date Completion Date December 31,2018 1099 Form Required Federal Participation D Yes No D Yes No Project Title City of Renton Main Avenue South Construction Observation and Administration Services Description of Work This project will construct public infrastructure improvements focused on Main Avenue S.in accordance with Exhibit "A",Scope of Services. I___IYes No DBE Participation Total Amount Authorized:$296 319 :|Yes N°MBE Pamcipa?on Management Reserve Fund:§28 795 :|Yes No WBE Participation D Yes No SBE Par?cipation Maximum Amount Payable:$325 114 Index of Exhibits Exhibit A Scope of Work lixhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations lixhibit Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certi?cation Documents Exhibit ll Liability Insurance Increasc Exhibit l Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 al 14 Revised 3/1 1/2016 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 City of Remon hereinafter called the “AGENCY,”and the “Fim1/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 su?icient 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 signi?ed 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 de?ned,and necessary to accomplish the completed work for this project.The CONSULTANT shall fumish all services,labor, and related equipment and,if applicable,sub—eonsultantsand 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. lll.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 suf?cient 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 suf?cient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT,any sub—eonsultants,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: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 3/1 1/2016 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 ?rms are utilized at the commencement of this AGREEMENT,the amounts authorized to each ?rm and their certi?cation number will be shovm on Exhibit “B”attached hereto and by this reference made part of this AGREEMENT.If the Prime CONSULTANT is a DBE certi?ed ?rm 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—DBEPrime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT,on a monthly basis,is required to submit DBE Participation of the amounts paid to all DBE ?rms invoiced for this AGREEMENT. All Reports,PS&E materials,and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic ?les,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,speci?cations,documents,and other work products,including all electronic ?les,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)certi?ed mail,return receipt requested,or (ii)by email or facsimile,to the address set forth below: If to AGENCY: Name:Keith Woolley Agency:City of Renton Agency;Perteet,Inc. Address:1055 South Grady Way Address:505 Fifth Avenue S.,Suite 300 City:Renton State:WA Zip:98057 City:Renton State:WA Zip:98104 Email:kwool1ey@rentonwa.gov Email:Bill.Mitchel1@per1eet.com Phone:(425)430-7318 Phone:(425)252-7700 Facsimile:(425)4307376 Facsimile:(425)3396013 If to CONSULTANT: Name:Bill Mitchell 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: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 3/1 1/2016 Page 3 of 14 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, speci?ed in Section II,“Scope of Work”.The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecti'.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 ?xed 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 ful?ll the terms of this AGREEMENT.The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 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 veri?ed 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 sub-consultants)will submit to the AGENCY within six (6)months a?er the end of each ?rm’s ?scal 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 ?scal 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 re?ect the actual rate.The ICR schedule will be sent to Email:ConsL1ltz11itRatcs(zgwsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub—consu1tantsshall 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. Direct Non-Salary Costs:Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT.These charges may include,but are not limited to,the following items:travel,printing, long distance telephone,supplies,computer charges and 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 identi?able with the PROJECT.The CONSULTANT shall maintain the original supporting documents in their of?ce.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: Local AgencyA&E Professional Services Cost Plus Fixed Fee ConsuI(antAgreement Page 4 of 14 Revised 3/1 1/2016 AGENDA ITEM #2. a) 4.Fixed Fee:The Fixed Fee,which represents the CONSULTANT’S pro?t,is shown in attached Exhibits “D” and “E”of this AGREEMENT.This fee is based on the Scope of Work de?ned in this AGREEMENT and the estimatedperson-hours required to perform the stated Scope of Work.In the event the CONSULTANT enters into a supplementalAGREEMENT 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 ?nal 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 ?exibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs,or reimbursing the CONSULTANT for additional work beyond that already de?ned 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 shovwiin 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. .Monthly Progress Payments:The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the [CR 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. .Final Payment:Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its veri?cation 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 speci?cally 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 ?nal audit;all required adjustments will be made and re?eeted in a ?nal payment.In the event that such ?nal 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 ?nding by the AGENCY of overpayment.The CONSULTANT has twenty (20)working days after receipt of the ?nal POST AUDIT to begin the appeal process to the AGENCY for audit ?ndings. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 3/11/2016 AGENDA ITEM #2. a) D.Inspection of Cost Records:The CONSULTANT and their sub—eonsultantsshall keep available for inspection by representatives of the AGENCY and the United States,for a period of six (6)years after receipt of ?nal 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 o?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 identi?ed 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—salarycosts and ?xed 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 ?nal 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 39.76.0ll. 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—assistedcontracts.Failure by the CONSULTANT to cany out these requirements is a material breach of this AGREEMENT,which may result in the tennination 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 ?de 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 ?de 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,gi?,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: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 3/1 1/201 6 AGENDA ITEM #2. a) CompensationAct 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) thmugh 2000d'43)-American with Disabilities Act of 1990 °Federal—aidHighway 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) -Age DiscriminationAct of 1975 (42 U.S.C.Chapter 76 §6101 et.seq.) -49 CFR Part 26 -RCW 49.60.l80 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 tenninate 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 ?nal payment shall be made to the CONSULTANT for actual hours charged and any appropriate ?xed 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 ?nal 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: Local Agency/l&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 3/1 1/2016 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 ?rm 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 ?xed 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 of?cer 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 disaf?liation 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 bene?cial 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 thisAGREEMENT.If termination for convenience occurs,?nal 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 ?nd 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 ?nal 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 proeedmcs 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: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 3/11/2016 AGENDA ITEM #2. a) XII. 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. Legal Relations 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,subcontractorsor 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 of?cers and employees against and hold harmless the STATE and the AGENCY and their o?icers 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,of?cers,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,of?cers,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,subcontractorand vendor,of any tier. The CONSULTANT shall also defend,indemnify,and hold the STATE and the AGENCY and their o?icers 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 perfomianee 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 communicatedto STATE and/or the AGENCY,their agents,of?cers 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 speci?c written instructions regarding use provided to STATE and/or AGENCY,their agents,of?cers 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 tenninate 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 speci?cally 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 indemni?cation and defense,the CONSULTANT speci?cally waives any immunity under the state industrial insurance law,Title 51 RCW.This waiver has been mutually negotiated between the Parties. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 3/1 1/201 6 Page 9 of 14 AGENDA ITEM #2. a) Unless otherwise speci?ed 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 supplementalAGREEMENT,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 Ol 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 CompensationInsurance 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 “Als”),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 Als.The CONSULTANT shall fumish the AGENCY with verification of insurance and endorsements required by this AGREEMENT.The AGENCY reserves the right to require complete,certi?ed 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 veri?cation of insurance as outlined above within fourteen (14)days of the execution of this AGREEMENT to: Name:Keith Woolley Agency;City of Renton Address;1055 South Grady Way City:Renton State:WA Zip:98057 Email:kwoolley@Rentonwa.gov Phone:(425)430-7318 Facsimile:(425)430-7376 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: Local Agency ALE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised J/1 1/2016 AGENDA ITEM #2. a) The parties enter into this AGREEMENT for the sole bene?t of the parties,and to the exclusion of any third party, and no third party bene?ciary 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 ?nal 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 speci?c 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 fumished 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-l(a and b)”are the Certi?cations of the CONSULTANT and the AGENCY,Exhibit “G-2"Certi?cation Regarding Debarrnent,Suspension and Other Responsibility Matters -Primary Covered Transactions,Exhibit “G—3”Certi?cation Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit “G—4”Certi?cate 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 ?ve hundred thousand dollars ($500,000.00)These Exhibits must be executed by the CONSULTANT,and submitted with the master AGREEMENT,and retumed to the AGENCY at the address listed in section III “General Requirements”prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Cansultanulgreement Page 11 of 14 Revised 3/11/2015 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 modi?cations 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 Con?dential Information”).The “State’s Con?dential Information”includes,but is not limited to,names,addresses,Social Security numbers,e—mailaddresses,telephone numbers,?nancial pro?les, credit card information,driver’s license numbers,medical data,law enforcement records (or any other information identi?able to an individual),STATE and AGENCY source code or object code,STATE and AGENCY security data,non—publicSpeci?cations,STATE and AGENCY non—publiclyavailable 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 Con?dential Information in strictest con?dence and not to make use of the State’s Con?dential Information for any purpose other than the performance of this AGREEMENT,to release it only to authorized employees,sub—consu1tantsor 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 Con?dential Infonnation. 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 Con?dential Information;or (ii)rerumed all of the State’s Con?dential Information to the AGENCY;or (iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State’s Con?dential Information. As required under Executive Order 00-03,the CONSULTANT shall maintain a log documenting the following: the State’s Con?dential Information received in the performance of this AGREEMENT;the purpose(s)for which the State’s Con?dential Information was received;who received,maintained and used the State’s Con?dential Information;and the ?nal disposition of the State’s Con?dential 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 Con?dential Infomiation 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: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 3/1 1/2016 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 Con?dential Information,monetary damages,or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or con?dential during the term of this AGREEMENT.The parties agree to maintain the con?dentiality of such information during the term of this AGREEMENT and afterwards.All materials containing such proprietary and/or con?dential information shall be clearly identi?ed 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 con?dential and/or proprietary in nature:(a)at the commencement of the term of this AGREEMENT;or (b)as soon as such con?dential or proprietary material is developed.“Proprietary and/or con?dential 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 con?dentiality of all such information marked proprietary and/ or con?dential or otherwise exempt,unless such disclosure is required under applicable state or federal law.If a public disclosure request is made to View materials identi?ed as “Proprietary and/or con?dential 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 speci?ed. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub—consultant’sproprietary and/or con?dential information.The CONSULTANT noti?cation 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—consu1tants’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 ?nal 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 thc 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 ?ndings 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: Local AgencyA&E Professional Services Cost Plus Fixed Fee ConsuItantAgreement Page 13 of 14 Revised 3/1 1/2016 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,SQLdatabases,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,?oppy 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—consultantat home. “Native ?les”are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed,and /or modi?ed. The CONSULTANT shall include this section XX “Records Maintenance”in every subcontract it enters into in relation to this AGREEMENT and bind the sub—consultantto 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 shovm in the “Execution Date”box on page one (1)of this AGREEMENT. CITY OF RENTON Signature Date PERT T,INC.,é£_A§é%/Z//2-/20/4 Signature Date Peter G.De Boldt,Vice President Any modi?cation,change,or reformationofthis AGREEMENT shall require approval as to formby the Office ofthe Attorney General. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 3/1 1/2016 AGENDA ITEM #2. a) aqua Mumumscu on-n wanna: culnumnnn cunnainuou Ouwidhliimi mmn IZIMMH7 II MIDI ilha?? Pun-nnupaua I1/amen zmamuoun 3‘PERTEET ‘l’udI&II W1 Pm?l PT ilJ\d TIdII|$| 5010'!I II Ti LDC %l lhll XJI ES STIR N20G%.4l {55 X5 $18 9M5 Lnujuau-noun-n 24.01:12.00 25 9n5.uu ruunq-nu-uuuu:12% 10uIQu¢wIA?liICtI 500.00 M;430 on T£2.0IlQI£I&IK&l ‘ICED 3.0a-ualonou-avian 50.01:625.00 scoot!43.520 00 T?t??i?lfil Lsuwyamum soon 50,00 I500 nsoo amsuo rnnauuqa-u—II.II ‘?ll s.AnAa-vpumeomanuruaun Ennis-u-(nE)nuunannm 3.00 24o 34.00 1 506D0 YXlAm0$D?;?II Tu Egan: Tuu?un WM}500.00 341'!)S0.»50.“!tum lm 4W.W %.M 12.00 zoo 2.271.ao| T?b?l 37.37.00 §1$4U.W "MIN 81man 81.07411!874nm tutu mmm %J3l|I'I smnnnu tI.uuoo mun N1.777.M Enhlj 7rave4-Allnwuble M?aage ~3.5:I 944 Pine Heaolugm Sysham 4.500 rwomaumon-Remmwsad I 500 «so ‘I'%[IN L19‘I1.TI1?l Obi?j?ll IEO!?155115001 F9335 3.1Klit?i II—m 3.795-M ?Xl'I'RAC‘l'TONI.nyu.oi V74 ns AAswANsoN)Pnga 1all AGENDA ITEM #2. a) MAW AVENUE 3 Construction Observation and Administration ServicesAgreement withPerteet Inc,November 20l6 support staff in addition to four weeks of project closure time (Closeout RecordPreparation,RecordDrawings, etc.).llthe work schedule changes due to the contractor workingweekends,extended hours,workperformed duringsuspension,added workingdays due to change orders or weather delays.or itthe construction activity extendsbeyondthe contract time,the Consultant willinformthe Cityimmediatelyto allow an opportunity for the Cityto authorize additional budget for the Consultant to provide the requiredadditional services.The additional services willbe billedat the hourlyrates established in the base agreement. 9 Filelocation.X.Renton Ciiyof‘proJect5'ZOl60l98 —Main Avenue SCM~ProJe:rMonogernem‘Contract OriginalConrracr\Mam AveSCM Scope Dralt ll2Zl6.docx AGENDA ITEM #2. a) MAW AVENUEE Construction Observation and Administration ServicesAgreementwithPerteet Inc.November 20l6 5.l ADA Compliance Evaluation The Consultant willperforma fieldinspection of the constructed pedestrian facilities,includingsidewalks,curb ramps,pedestrian signals,crosswalks,and pedestrian refuge islands.The Consultant W|ll check for ADA compliance to the PROWAG guidelines,and willrecord information on the Consultant's ADACompliance Checklists and other relative forms.This task includes set up of materials used for the field evaluation and coordinationwith Citystaff regarding non—compliantelements and justifications. 5.2 MEFDocument The Consultant willprepare the MEFdocumentation for the City's documentation.The MEFdocumentation will reflect thefinal buildout conditionsand is anticipated to include the followingelements: 0 ProgectDescription—thisWlllbe a generaldescriptionof the overall project. 0 VicinityMop 0 DesignStondards—this willbe a general statement of the guidelines/manuals used to determine compliance. 0 Briefstatement that the pedestrianfacilitieswere designed to fullADAcompliance. 0 Summary tables for each type of facility,noting complianceor non~compliance. 0 Specificnan-compliant elements listedand justificationsfor noncompliance. I Appendices,includinga template of the checklistsand documents used forrecordingthe compliance evaluation and the appropriate construction plan sheets. TheConsultant willprepare a draft document for the City's review and comment.The Consultant willincorporate City comments into the final document. Deliverables: 0 Draftelectronic copy of the MEFforthe City's review and comment. 0 Final electronic copy of the MEF,three (3)hard copies. 0 Consultantls response to City's review comments. Task 6 —Management Reserve Additional services may be performed by the Consultant at the request of the City,but onlyafter written authorization has been given by the Citydefiningthe Scope of Servicesto be performed. Time for Completion Allwork under this contract shall be completed by December 3l.20l7. The scope of this contract is based upon the Contractor completing all construction activity withinthe time frame specifiedin the Contract Documents and is based upon a 95 workingday (to physicalcompletion)schedule by one partetime Resident Engineerand a construction observer/technician as outlined in the budget.ln support of thisschedule,our contract provides two weeksof pI'Oj€Cl set up time,95 workingdays of representatives and Ftlt‘location x Rentori Cityuf Prcilects20l60l98 Main AvenueSCM prolect Managemenl»Cantract OriginalCor\tro(t\l\/lainAveSCM Scope Drullii22i6 (locx AGENDA ITEM #2. a) lulAlNAVENJEE Construction Observationand AdministrationServicesAgreementwithPerteet lnc.November 20l6 d.Collectscale certifications. e.ProgressPaymentVeriticotion. i.Collect and tabulate all quantity deliverytickets. ii.Prepare heldnote records. iii.Check that ManutacturerlsCertifications and Certificates of MaterialOrigin are received prior to payment (it necessary). 1‘.Veritythat acceptance samplingand testing lrequencies rellect the actual quantities used. g.Photographs.Take construction photographs/video tapes and progress photographs of construction activities on a dailybasis to document progress ol the work and job site conditions encountered,and video documentation ofproject prior to start of construction. 3.2 Projectcloseout,formal acceptance,review and recommendation.Make recommendationsto the City concerning operational acceptance,substantial completion,and final acceptance at the work.lnclude review of the requests lor extension at time bythe Construction Contractor.lncluclerecommendation for assessment at liquidated damages,itapplicable.Perform a linol review and inspection of the construction work and prepare a final listof items to be corrected.Altersubstantial completion of the project,veritycompletionof the punchlist. 5.5 Record drawin s.Reviewthe Construction Contractors Record Drawin s on a bi~weekl basis (and99Y upon completion of major tasks)to verilyposted changes.Draft and stamp as-constructed records to be printed on fullsize archival quality paper at the completionat construction. Deliverables (Most at the inspection deliverobleswillbe delivered as detailedtor Task 2 above): 0 RecordDrawings I DailyFieldNote Records 0 FieldNote Records documenting all payments Task 4 —Survey Services 4.l Provide up to live (5)days of survey services on an onecallbasis.The purpose ol the on-callsurvey willbe to verilyalignment and grade at the Cantractorls work,verilymonuments set by the Contractor,and/or to provide additional locationinformationfor preparation of record drawings. Deliverables: 0 Staking as requested Task 5 —ADACompliance Evaluation and Maximum Extent Feasible (MEF) Documentation The Consultant willperlorm an ADA compliance evaluation ol the constructed pedestrian facilities.Itduring construction,fullaccessibilitycriteria cannot be met bythe sidewalks,curb ramps.pedestrian signals,crosswalks, or pedestrian refuge islands,and associated pedestrian improvements,a MEFDocument willbe prepared for the City's records as part of the project closeout alter construction.The Consultant willprovidethe followingservices: Filelocation ><Renton City at Proierts20l60|98 l\/lainAvenue 5 CM ProtectManagement Contract Original cotmu¢i:Ma..t Ave3 CM Scope Drolt ll22l6.docx AGENDA ITEM #2. a) MAlN A\/EN; Construction Observation and Administration ServicesAgreement withPerteet lnc.November 20l6 Allpayment documentation backup organized by progress payment and FNRnumber Allcontractor submittals and responses Allreviewedcertifiedpayrolls organized by contractor/subcontractor Weeklyconstruction meeting agendas and minutes Weeklystatements of workingdays OOO OOO Dailyinspection reports 0 Material testing reports 0 Electronicrecords of all construction documentation,includingall paper records plus material documentation by bid item,and construction photos. 0 CompletedRecordof Materials Task 3 —Construction Observation Provideservices of Construction Observation to observe the technical conduct of the construction,including providingdayeto-day contact with the Contractor and the City.Basedon the contract scheduleand the estimated contract work to be completed,Perteet estimates that the observation effortwillrequire up to one port~time resident engineer plus additional construction observation and administration.Therefore,this scope is based on the assumption that one part-time resident engineer and one part-time construction observer/technician would be provided bythe Consultant.Additionally,one full-timeconstruction observer would be providedby the City. When utilizingCitypersonnel,the Citywillbe fullyresponsiblefor the qualityof inspection;accuracy of measurements and documentation;and compliance with project contract requirements includingbut not limited to the production of lDRsand FieldNote Recordsfor any and all workperformedfor said inspection services.Any additional effort by Perteet to address issues related to aforementioned Cityresponsibilitiesis not included in the Labor HoursEstimate. _7>.l Provide on—site observation and monitoring to observe the technical conduct and progress of the construction.The Construction Observers shall not be responsiblefor the means,methods,techniques, or procedures selected by the Construction Contractorlslor for any failure of Construction Contractor(s) to comply with laws,ordinances,rules,or regulations applicable to the construction work.The parties recognize that the Construction Contractor(s)is responsiblefor ensuring that construction is in accordance with the plansand specifications. a.PfOJEClDailyReport.Preparedailyconstruction reports,detailing the Construction Contractors operations performedfor each day and record decisions and observations of a generalor specificnature in chronological order.Measure quantities of materials installed,log equipment and staff used,and other related items. i.Verifyin the dailyreport that the Contractor is workingwith the proper traffic control plans. ii.Document workbeing done on a force account basis. b.Verifythat material approval is complete (via ROM)prior to material being used on site. c.Coordinate Materials Testing and lnspection.Coordinate,report,and log the results forfield sampling,fieldtesting,and laboratory testing ofsoils.aggregates,and concrete to determine compliance of those materials with construction contract requirements.ln those instances where unsatisfactory test results are obtained,followthrough withnotificationto the construction contractor and retesting of the materials after corrections are made. 6 Filetocotioii X Renton CityoP.ProJecis‘i2Ol6OI98MoiiiAveiiiie5 CM PioieciManagement\Contra(t OflgtrtulCoimaci\Mnin Ave SCM Scope DiuliH2216docx AGENDA ITEM #2. a) Nil/—\lNAVENUE 5 Construction Observatton and Administration ServicesAgreementwithPerteet lnc.November20l6 2.7 2.8 2.9 2.10 2.11 2.12 Prepare weeklyPFOJECTmeeting agendas and conduct weeklyscheduled meetings withthe Construction Contractor to review the progress at the workand identifyand address fieldissues.Recordreports of any signiticantconcerns and problems and torward to the Consultant's DesignTeam and the City.Prepare meeting minutes and distribute PDFcopies ot minutes to attendees. Reviewand monitor Contractor's compliance with the construction schedule based upon monthlyCPM updates submitted by the Contractor.Assist Consultant's design team and the City in verilication, documentation,and/or negotiation of time extensions requested bythe Contractor.Evaluate potential schedule impacts of all change order work. Conduct Contractor employeeinterviews and review certified payrollfor compliance at random intervals; document and tileresults. Obtain and approve Requeststo Sublet. Obtain Notices at lntent to PayPrevailingWages and Attidavitsof Wages Paid. Maintain orderlyelectronic records and tilesat the job site.These records and filesmay include,but are not limited to: 0 Updated contract documents includingany design revisions,tield directives,and change orders 0 Preconstructianand construction progress photos and videotapes I RFls 0 DailyInspectionReports 0 Protectphotographs 0 Materials Approvals (RAMS) 0 MaterialAcceptance Verification 0 Test reports 0 Recordof Materials 0 Contractor’:Schedules 0 Weeklystatements of workingdays 0 Progresspayment documentation and backup (FNRS) 0 Prevailingwage certifications 0 Certitied Payroll t i Standard forms willbe used tor records and reporting procedures.At completionol the project,Perteet will provideelectronic filesat alldocumentation to the City. Deliverables: Change orders (up to l0) Monthly progress payments for approval,along with all payment backup (FNRs) Finalcontract paper records at the end ot the project,including: if 1 Filelocation x Renton.Cityori=r(.,eris«20i6oi98 Main Avenue 3 CM ProjectManagement Contract Original CoIitrai:t\Mom Ave 5CM Scope Droltll22|6.docx AGENDA ITEM #2. a) N/MNAVENL Construction Observation and Administration ServicesAgreementwithPerteet lnc.November ZOl6 2.1 2.2 2.3 2.4 2.5 2.6 PYOJECTFile/Records,and documentation setup.Protectfilinglndex willbe based on Perteetls file index unless requested otherwise,and willbe modifiedas necessary for this PFOJECT. The Consultant willorganize and facilitate the project PreconstructionConference and coordinate meeting facilityand meeting date.The Consultant Wlllprepare the meeting agenda and meeting notes and distributePDFcopies of meeting minutes to all attendees for review.The Citywillassist the Consultant in preparing for the Preconstruction Conference byreviewing the proposed agenda and adding suggested topics.The CityWtllattend and participate in the PreconstructionConference. Ingeneral,Perteet willtrack Materials Approval (RAMs,QPLs,Shop Drawings,Certificates of Compliance,etc.)and Material Acceptance (inspectedstamps,materials tests,visualvariation forms) for each bid item for which there are materials.Materials ins ection,a roval,and acce tance willbePPPP primarilymanaged bythe KingCounty Materials Laboratory and/or a testing laboratory ("Materials Laborator ")selected b the Cit .S ecificmaterials trackin res onsibilitieswillbe coordinated withtheYYYP9P Materials Laboratory.lngeneral,Perteet willmaintain Materials Documentation as follows: 0.Maintain project Record of Materials(ROM)on an on-going basis to ensure proper approval of all materialsincorporated into the project. b.Receiveand logallConstruction Contractor submittals.Transmit submittols to Consultantls office staff,and City.subconsultants,and utilitiesas needed for review.Return submittals to the Construction Contractor upon completionofthe review process.Maintainsubmittals files. c.ReviewContractor Submitted requests forapproval of material sources and QualifiedProducts List(QPL)Data Sheets to determine compliance withRecord of Materials.Contractor willbe directed to submitseparate RAMformsfor each bid item. d.Maintain filesof individualbid item compliance formaterial documentation. e.CollectManufacturer's Certificates of Complianceand Certificates of Origin for Steel and Iron products (ifrequired). f.Collect test reports from the materials testing lab forcompliance withthe informationgiven in the contract documents. g.Calculate force account work based on WSDOT/AGC BlueBook Rental Agreementor equivalent means for determination of rates. h.Evaluate and determine the acceptability of substitute or “orvequal"materialsand equipment proposed bythe Construction Contractor,and prepare necessary documentation of material substitutions. RFl's.Receive and log all requests for information (RFls)from the Construction Contractor.Coordinate Responses to RFlswith City.Respond to RFISwithclarifications and interpretations of the Contract Documentsas appropriate and necessary. Consultant willreview all Change Orders and FieldDirectives.Recommend Change Orders and Field Directivesto the City,as appropriate,and prepare Change Orders and FieldDirectivesas required. Prepare monthlyprogress payment based on completed work and submitto Contractor and the City for approval and payment.Maintain an updated “cost-to-complete"logfor Cityreview. Filelocation X.Renton Cttyof Protects20l60|98 MainAveriueS CM Project Management CriritrciciOrig.na|Caniract\Maiii AveSCM Scope Drati llZ2l6dacx AGENDA ITEM #2. a) lv‘lAll\lA\/El\l..E T Construction Observation and Administration ServicesAgreement with Perteet Inc.NovemberZOI6 OPTIONAL SERVICES Optional services that may be performed include: 0 Assistance withenvironmental documentation and permits. 0 Assistance withadditional construction related services. Provisionof optional services Wlllrequire a supplement to thisagreement. TIME FOR COMPLETION Allworkunder this contract willbe completedbyDecember 3I,ZOI7. Task I —Project Administration and Management I.l Provide project management ofthe Consultant team.This willinclude: 0 Projectstall management and coordination. 0 Control at project budget and schedule. 0 Preparation of monthlyinvoices and progress reports. l.2 Maintain on—gaing contact with the City's ProjectManager via informal meetings,telephone discussions, and electronic mail. I3 Mona e subconsultants (it necessor Ias re uired tor site visits,ro ect re ortin ,roect reviews,and9YClPIP9PI general project coordination. I.4 Monitor the project lor potential claims or protests by the Construction Contractor,and advise the project team and Cityoi potential claims and providesupport on resolvingCOHIIICISand negotiations with contractor on contractor claims or protests ifany arises. I.5 Providemonthlyreporting of project budget status,consultant budget status,and projected cost at completion. Deliverables: 0 Monthlyinvoice and progress reports. 0 Monthlyreporting of Cost-to-Completeand Cost-at-Completionfor duration ol project beginning with the IITSImonthlyestimate Task 2 —Construction Administration Provide documentation and record keepingin compliance with Contract requirements.Although this is not a Federal Aid project,record keepingwillbe consistent with WSDOT LocalAgency Guidelines and Standards to facilitate project tracking. Filelocation ><Rentan Cityor Projects~20l60l98 Main Avenue SCM Project Management Contract ongimiconimcixmuiii Ave SCM Scope Draltii22i6 docx AGENDA ITEM #2. a) l\.lAll\lA\/Ei’\ll. Construction Observation and Administration ServicesAgreementwith Perteet lnc.November ZOl6 SCOPE OF SERVICESDEFINED Construction Observation and Administration Services The scope of services bythe Consultant for the locallyfunded Main Avenue 3 Projectis summarized below.These services willincludeproject management,meetings and correspondence,contract administration,review of submittals,and construction observation forthe Cityof Renton as requiredfor the construction of the project,as detailed below. General Assumptions: 0 The attached budget for the services detailed below is based on the services of construction observation and administrationon a 95 workingdayto physicalcompletionschedule 0 Construction survey is provided bythe Contractor per the Contract Provisions.The Cansultantls survey crew willprovidesupplementarysurvey checksor limitedinitialstaking per the Contract Provisionsand as directed bythe Cityand Resident Engineer(RE). 0 The Contractor willprovidea fieldofficefor the Construction Management team as specifiedin the Contract Documents. 0 Consultant Wlllfacilitate the procurement of the Recordof Materials(ROM)from KingCounty.Anyand allfees charged by KingCounty forthis service willbe paid forbythe City. 0 The Citywillprovideearthworkinspection,material sampling,and material testing through KingCounty. 0 Construction documentation willbe prepared using City and/or WSDOT forms from the LocalAgency Guidelines (LAG)Manual.No federal funds are involved withthis project,but the LAGManual provides a consistent method for construction documentation. 0 Priorto the start ofconstruction,Perteet Wlllprepare video and photo log of the construction site. 0 Perteet willprepare suspension letters and letters acknowledgingsubstantial completion and final completionfor City signature and approval. 0 City willprepare and sign Notice to Proceed letter to Contractor. 0 This project and scope assumes that there is no plant establishment period for the project.lfplant establishment becomes part of the project,observation and management of the contract during that period can be added as an optional service. 0 Conformed copies ofthe contract plansand specificationswillbe provided to Perteet but willbe prepared and copied byOthers, 0 Additional effort beyond the reasonable industry standard for each task willbe considered Extra Work. 0 For the followingservices,labor allowances are an estimate only.Thelevelof effort requiredfor thiswork cannot be accurately predicted as it depends on issues outside of the Consultant teamls control.Some of these issues include quality of Contractor submittals,number of submittals and ifmultiplereviews are required,adverse weather conditions,and unforeseen conditions at the site.Allowance for any such issues includingbut not limited to multiplesubmittals due to unacceptable qualityofthe submittals is not included in the Labor Hours estimate. TheConsultant reserves the right to shiftfunds within the Contract between Tasks.and between members of the Consultant team during the prosecution of the work. rig location ><Rem".Cityni—.i=m,ei,is20l60l98 Mn...Avenue 5CM ProjectManage-inenti.Crintro(iOriginal COIIYYOCIMt...‘Ave5 CM Scope Dun ll22l6.docx AGENDA ITEM #2. a) Exhibit A Scope of Work Project No. See following pages for Scope of Work. Agreement Number: WSDOTForm 140-089 EF EXhibifA Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) l‘«.’lAll\lAVE?‘IE5 Construction Observation and Administration ServicesAgreement withPerteet Inc.November 20l6 EXHIBITA Scope of Services INTRODUCTION The project willconstruct publicinfrastructure improvements focused on Main Avenue 5. Perteet Inc.(Consultant)willprovideconstruction observation and administration services for the Cityof Renton (City). Consultant willendeavor to protect the Cityof Renton against defects and deficienciesin the work of the Contractor,but cannot guarantee the Contractorls performance and shall not be responsiblefor construction means,methods.techniques,sequences,procedures forsafety precautions and programs in connection with the work. Services shall be limitedto those expressly set forth herein.Ifthe service I5 not specificallyidentifiedherein,it is expresslyexcluded.Perteet shall have no other obligations,duties or responsibilitiesassociated withthe project except as expressly provided in this Agreement. GENERALSCOPE OF SERVICES Thisagreement includes professionalservices to provide construction observationand administrationservices for the Main Avenue 5 Project. Localfunds Wlllbe used in the construction of the project.Accordingly,the procedures outlinedin the WSDOT Local AgencyGuidelines (LAG Manual)Wlllbe used during this project.The followingis a description of services to be providedby Perteet Inc. This scope ofworkdescribes the Work Elementsto be accomplishedbythe Consultant as summarized under each work element.This scope consists of the following work elements. Task I:Project Administration and Management Task 2:Construction Administration Task 3:Construction Observation Task 4:Survey Services Task 5:ADA Compliance Evaluation and Maximum Extent Feasible (MEF)Documentation Task 6:Management Reserve Filelocation X R-zntoriCityat‘Prmjttits ZOl60l98 MriiiiAvenue SCM Project Mariageiric-iit«Crinircict OriginalCaiiirar,t‘—Mum Ave 5CM Siope DialtIl22I6 dacx AGENDA ITEM #2. a) Exhibit B DBE Participation N0 DBE participation for this agreement. Agreement Number: WSDOTForm 140-059 EF Exhibit B Page 1 of 1 Revised 10/30/2014 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 ?les 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: WSDOTForm 140-089 EF Exhibit C Page 1 of 4 Revised 10/30/2014 AGENDA ITEM #2. a) D.Specifythe 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: WSDOTFom1 140-089 EF Exhibit C Page 2 of 4 Revised 10/30/2014 AGENDA ITEM #2. a) 11.Any Other Electronic Files to Be Provided III.Methods to Electronically Exchange Data WSDOTFarm 140-089 EF Exhibit C Page 3 of4 Revised 10/30/2014 AGENDA ITEM #2. a) A.Agency Software Suite B.Electronic Messaging System C.File Transfers Format WSDOT Fan'n 140-089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit D Prime Consultant Cost Computations See fee summary following. Agreement Number: WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit "D" Consultant Fee Determination Summary Project:MainAvenue 5 CM Client:City at Renton 2707 ColbyAvenue,Suite900,Everett,WA 9820i IP425.252.7700 2‘PERTEET HourlyCosts PlusFixedFee Estimate Classi?cation M Rate Amount Principal 2400 79.52 $l,908 Sr.Associate 400.00 59.00 $23,600 Sr.Associate 800 65.05 $520 LeadEngineer/Mgr 24.00 43.27 $l,038 Lead Technician/Designer 60.00 39.78 $2,387 Const Technician lll 500.00 32.86 $l6.430 Professional LandSurveyl 50.00 32.03 $l,602 FieldTechnician lll 50.00 33.48 $l,674 SurveyManager l6.00 46.28 $740 ConstructionEngineer lll 625.00 38.l4 $23,838 ConstructionEngineer ll 500.00 35.l9 $l7,595 Accountant l2.00 33.08 $397 Clerical 2.00 24.l5 $48 Total Direct Salary Costs 2,27l.00 $9l,777 Overhead @ l83.9-4%$l68,8l5 Fixed Fee @ 30.00%$27,533 Total Labor Costs $288,l25 Reimbursables Expenses Amount Reproduction-Reimbursed $l,600.00 Travel A Allowable $l50.00 Total Expenses $1,750.00 ln-House Casts Rate Amount Mileage -$.54 3,600 $0.540 $l,944.00 Pavia Headlight System l5 $300000 $4,500.00 Total ln-House Casts $6,444.00 Other Management Reserve $28,795.00 Total Other Costs $28,795.00 CONTRACT TOTAL $325,ll4.00 Rates shown reflectthe typicalcompensation rate of employees assigned to the billingcategory listed.Each category may have multipleemployees assigned to that billingcategory and each employee may have a different hourly rate of pay.Employee compensation IS subject to adjustment injune of each calendar year. Prepared By:William R Mitchell Date:Decemberl2,2016 AGENDA ITEM #2. a) Exhibit E Sub-consultant Cost Computations No Subconsultants will be used on this agreement. Agreement Number: WSDOT Form 140-DB9EF Exhibit E Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit F Title VIAssurances During the performance of this AGREEMENT,the CONSULTANT,for itself,its assignees,and successors in interest agrees as follows: 1.Compliance with Regulations:The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY,Title 49,Code of Federal Regulations, Part 21,as they may be amended from time to time (hereina?er referred to as the “REGULATIONS”), which are herein incorporated by reference and made a part of this AGREEMENT. Non—discrimination:The CONSULTANT,with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race,color,sex,or national origin in the selection and retention of sub-consultants,including procurement of materials and leases of equipment.The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS,including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub-consultants,Including Procurement of Materials and Equipment:In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be perfonned under a sub—contract,including procurement of materials or leases of equipment,each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT’s obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race,color, sex,or national origin. Information and Reports:The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto,and shall permit access to its books,records, accounts,other sources of information,and its facilities as may be determined by the AGENCY,the STATE,or the Federal Highway Administration (FHWA)to be pertinent to ascertain compliance with such REGULATIONS,orders and instructions.Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information,the CONSULTANT shall so certify to the AGENCY,the STATE,or the FHWA as appropriate,and shall set forth what efforts it has made to obtain the information. Sanctions for Non—compliance:In the event of the CONSULTANT’s non-compliance with the non- discrimination provisions of this AGREEMENT,the AGENCY shall impose such AGREEMENT sanctions as it,the STATE,or the FHWA may determine to be appropriate,including,but not limited to: -Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies,and/or; -Cancellation,temiination,or suspension of this AGREEMENT,in whole or in part. Incorporation of Provisions:The CONSULTANT shall include the provisions of paragraphs (1)through (5)in every subcontract,including procurement of materials and leases of equipment,unless exempt by the REGULATIONS,or directives issued pursuant thereto.The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE,the AGENCY,or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided,however,that in the event a CONSULTANT becomes involved in,or is threatened with, litigation with a sub-consultant or supplier as a result of such direction,the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and,in addition,the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States.Agreement Number. WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit G Certification Documents Exhibit G—l(a)Certi?cation of Consultant Exhibit 0»l(b)Certi?cation of City of Renton Exhibit G~2 Certi?cation Regarding Debarment,Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit (3-3 Certi?cation Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit (}—4 Certi?cate of Current Cost or Pricing Data Agreement Number: WSDOTForm 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit G-1(a)Certi?cation of Consultant I hereby certify that I am Peter G.De Boldt,Vice President,and duly authorized representative of the firm of Perteet,Inc.,whose address is 505 Fifth Avenue South,Suite 300,Seattle,WA 98104,and that neither 1 nor the above firm I hereby represent has: a)Employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration, any ?rm or person (other than a bona ?de 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 ?rm or person in connection with carrying out this AGREEMENT;or c)Paid,or agreed to pay,to any ?rm,organization or person (other than a bona ?de 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 certi?cate is to be furnished to the City OfRenton 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. Perteet,Inc. Consultant(FirmName) %ZT /Z//2/za/(9 Signature(AuthorizedOf?cialofConsultant)Date Peter G.De Boldt,Vice President Agreement Number: WSDOTForrn 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit G-1(b)Certification of I hereby certify that I am the: El The Agency Official of the Local Agency of the City of Renton,Washington D Other 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 ?rm or person;or b)Pay,or agree to pay,to any ?rm,person,or organization,any fee,contribution,donation,or consideration of any kind;except as hereby expressly stated (if any): I acknowledge that this certi?cate is to be ?imished to the City of Renton 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: WSDOTForm 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit G-2 Certification Regarding Debarment,Suspension and Other Responsibility Matters -Primary Covered Transactions I.The prospective primary participant certi?es to the best of its knowledge and belief,that it and its principals: A.Are not presently debarrcd,suspended,proposed for debarment,declared ineligible,or voluntarily B. excluded from covered transactions by any Federal department or agency; 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,falsi?cation 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 D. (Federal,State,or local)with commission of any of the offenses enumerated in paragraph (l)(b) of this certi?cation;and 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 certi?cation, such prospective participant shall attach an explanation to this proposal. Perteet,Inc. ConsultantFirmName / Signature(AuthorizedOf?cialofConsultant) ,£,}té%/2//2/Lo/4 Date Peter G.De Boldt,Vice President Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 AGENDA ITEM #2. a) Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certi?es,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 in?uencing or attempting to in?uence 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 modi?cation of Federal contract,grant,loan or cooperative AGREEMENT. If any funds other than Federal appropriated funds have been paid or will be paid to any person for in?uencing or attempting to in?uence an of?cer or employee of any Federal agency,a Member of Congress, an of?cer 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 certi?cation is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certi?cation is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S.Code.Any person who fails to ?le the required certi?cation 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 certi?cation be included in all lower tier sub—contracts,which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly. Perteet,Inc. Consultant(FirmName) ?zz/4%/2//2,/zo/4 Signature(AuthorizedOf?cialofConsultant)Date Peter G.De Boldt,Vice President Agreement Number: WSDOTFarm 140-DB9EF Exhibit G Page 1 of 1 Revised 10/30/2014 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 de?ned in section 2.101 of the FederalAcquisition Regilation (FAR)and required under FAR subsection 15.403-4)submitted, either actually or by speci?c identi?cation in writing,to the Contracting Officer or to the Contracting Of?cer’s representative in support of Main Avenue S.Construction Observation ‘are accurate,complete,and current as of December 12,2016 “. This certi?cation 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:Pexteet,Inc. /é J/fw Signature ‘?tle Peter G.De Boldt Date of Execution***:December 12,2016 ‘Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number (eg.project title.) “Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ‘”lnsert 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 pricewas agreed to. Agreement Number: WSDOTFan'n 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 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 identi?ed 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: -Certi?cate of Insurance. -Self—insurancethrough an irrevocable Letter of Credit from a quali?ed ?nancial 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 ?nancial statements,and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as speci?ed above exceed $1 million per occurrence or the value of the contract,whichever is greater,then justi?cation shall be submitted to the Federal Highway Administration (FHWA)for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENCY may,at its own cost,reimburse the CONSULTANT for the additional professional liability insurance required. Notes:Cost of added insurance requirements:$ -Include all costs,fee increase,premiums. -This cost shall not be billed against an FHWA funded project. -For ?nal contracts,include this exhibit. Agreement Number: WSDOT Form 140-089 EF Exhibit H Page 1 of 1 Revised 10/30/2014 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 Identi?ed by Ageney’s Project Manager At the ?rst indication of potential consultant design error(s),the ?rst 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 sta?“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) A?er 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 ?irther,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: WSDOT Farm 140-089 EF Exhibit!Page 1 of 2 Revised 10/30/2014 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 ?nd 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 re?ect 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: W$DOTForm 140-089 EF Exhibit!Page 2 of 2 Revised 10/30/2014 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 consu1tant‘s elaim(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 agreements scope of work,they may be entitled to a claim.The ?rst 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 classi?cation for each ?rm that is included in the claim; -Any correspondence that directed the consultant to perfonn the additional work; -Timeframe of the additional work that was outside of the project scope; -Summary of direct labor dollars,overhead costs,pro?t 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 ?tnding,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.A?er 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 ?nal 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: WSDOT Foml 140-089 EF Exhibit J Page 1 of 2 Revised 10/30/2014 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 classi?cation for each ?rm 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,pro?t 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 ?nal 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 ?nal decision regarding the consultant‘s claim(s).Include the ?nal 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 ?nal payment for the agreement is subject to audit. Agreement Number: WSDOT Fonn 140-089 EF Exhibit J Page 2 of 2 Revised 10/30/2014 AGENDA ITEM #2. a) AB - 1833 City Council Regular Meeting - 23 Jan 2017 SUBJECT/TITLE: 2017-2018 ORCA Business Cards and Business Passport Products Agreement RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee DEPARTMENT: Transportation Systems Division STAFF CONTACT: Dan Hasty, Transportation Planner EXT.: 7217 FISCAL IMPACT SUMMARY: The total expenditure required is $130,325.10. The total amount budgeted is $130,000 (003.000000.016.595.92.43.005). The overage of $325.10 will be absorbed by other Transportation Division general fund line items that are anticipated to come in under budget. SUMMARY OF ACTION: The ORCA Business Passport Program is a core element of the City’s Commute Trip Reduction (CTR) Program for eligible City employees. This contract will continue Renton’s participation in all elements until February 28, 2018. The ORCA Business Passport Program allows employers to buy annual passes in bulk at an extreme discount over the retail pricing. Included in the ORCA Business Passport Program are: 1. Unlimited rides by card holders on bus, light rail and commuter rail services provided by King County Metro, Pierce Transit, Sound Transit and others. 2. 100% vanpool and vanshare subsidies. 3. Guaranteed Ride Home Program for all registered participants which provides a free taxi ride home in the event of an emergency or illness up to 8 times per year. The adopted budget for this program in 2017 is $130,000. EXHIBITS: A. Issue Paper B. Agreement for Purchase of ORCA Business Cards and ORCA Business Passport Products C. Resolution No. 4035 STAFF RECOMMENDATION: Authorize the Mayor and City Clerk to execute the agreement with King County Metro Transit for the purchase of ORCA Business Cards and ORCA Business Passport Products. AGENDA ITEM #3. a) PUBLIC WORKS DEPARTMENT M E M O R A N D U M DATE:February 6, 2017 TO:Armondo Pavone, Council President Members of the Renton City Council VIA:Denis Law, Mayor FROM:Gregg Zimmerman, Public Works Administrator STAFF CONTACT:Dan Hasty, Transportation Planner, ext. 7217 SUBJECT:2017-2018 ORCA Business Cards and Business Passport Products Agreement ISSUE: Should Council adopt the Resolution authorizing the Mayor and City Clerk to execute the agreement with King County Metro Transit for the purchase of ORCA Business Cards and ORCA Business Passport Products? RECOMMENDATION: Adopt the Resolution authorizing the Mayor and City Clerk to execute the agreement with King County Metro Transit for the purchase of ORCA Business Cards and ORCA Business Passport Products. BACKGROUND: In order to reduce congestion and improve air quality, Washington state passed a Commute Trip Reduction (CTR) Law in the early 1990s. The CTR law requires employers with 100 or more employees arriving to work between the hours of 6:00 and 9:00 a.m. to have transportation programs for their employees that encourage the use of alternatives to single occupancy vehicles. Under the CTR law, the City of Renton is classified as a CTR affected employer. During the past 18 years 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. This program is paid for out of the general fund. AGENDA ITEM #3. a) Armondo Pavone, Council President Members of the Renton City Council Page 2 of 2 February 6, 2017 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). The cost for the time period of March 1, 2017, to February 28, 2018, is $441.78 per pass (which represents a reduction from $465.60 we paid to participate in 2016-2017, and down from $498.78 paid per pass for the 2015-2016 passes). This is a significant savings over buying the passes through King County Metro Transit outside of the ORCA Business Passport Program. If passes were purchased in lesser quantities, each equivalent pass could cost as much as $2,484. Additionally these passes would not include other benefits of the ORCA Business Passport Program, such as Guaranteed Ride Home or the 100% vanpool and vanshare subsidies. This agreement allows for the purchase of 295 passes (up from 256 City Hall based employees in 2016-2017) at a total cost of $130,325.10 for use by eligible City employees. The $325.10 over the budgeted amount will come from other general fund line items that are expected to come in under budget. cc:Jan Hawn, Administrative Services Administrator Ellen Bradley-Mak, Human Resources Risk Management Administrator Jim Seitz, Public Works Administrator, Transportation Vicki Grover, Transportation Planning & Programming Supervisor Hai Nguyen, Finance Analyst Connie Brundage, Administrative Secretary I AGENDA ITEM #3. a) ORCA Passport Agreement Page 1 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 AGREEMENT FOR PURCHASE OF ORCA BUSINESS CARDS AND ORCA BUSINESS PASSPORT PRODUCTS THIS AGREEMENT (hereinafter, “Agreement”) is made and entered into by and among City of Renton ("Business Account") and King County Metro Transit ("Lead Agency") on behalf of any of the following agencies (collectively referred to as the "Agency" or "Agencies"). The Snohomish County Public Transportation Benefit Area (“Community Transit”) The City of Everett (“Everett Transit”) King County Department of Transportation, Metro Transit Division (“King County”) The Kitsap County Public Transportation Benefit Area (“Kitsap Transit”) The Pierce County Public Transportation Benefit Area Corporation (“Pierce Transit”) The Central Puget Sound Regional Transit Authority (“Sound Transit”) The State of Washington acting through the Washington State Department of Transportation, Washington State Ferries Division ("WSF") 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 17 below. 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), 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 Business Account 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. 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 13, 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 AGENDA ITEM #3. a) ORCA Passport Agreement Page 2 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 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 employer, 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 Account Website. The website used by the Business Account to manage its account, currently at orcacard.biz. 3.3 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). 3.4 Business Cardholder(s) or Cardholder(s). The individual(s) who are eligible to receive an ORCA Business Card from the Business Account. The eligibility requirements for Business Cardholders are more fully defined in Attachment 3, Eligible Business Cardholders, which is incorporated in this Agreement by this reference. 3.5 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. 3.6 Card Block. An ORCA system process that culminates in invalidating an ORCA Business Card. 3.7 Lead Agency. The Agency that entered into this Agreement on behalf of itself and the other Agencies and that is responsible for administration of this Agreement on behalf of the Agencies, including invoicing, contract modifications and renewals, and ORCA system support. 3.8 ORCA. The trademarked name of the system that enables use of a common fare card (One Regional Card for All) on the public transportation services provided by any of the Agencies. 3.9 ORCA Business Card (or “Business Card”). An ORCA fare card issued to 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. 3.10 ORCA Products. Any transit fare payment mechanism or electronic voucher offered for sale within the ORCA system by any of the Agencies. Examples include, but are not limited to, monthly or period pass, E-purse, and electronic voucher. 3.11 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. 3.12 Parties. The Business Account and the Agencies (which include the Lead Agency) may be collectively referred to as "Parties." 3.13 Primary Contact Person. The individuals identified as the primary contact points for the Lead Agency and the Business Account, as listed in Attachment 2 or as modified from time to time. AGENDA ITEM #3. a) ORCA Passport Agreement Page 3 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 3.14 Product Block. An ORCA system process that culminates in invalidating an ORCA Product without invalidating the card on which it is loaded. 3.15 Transportation Services are those public transportation services provided by the Agencies that are specified in Attachment 1. 4.0 PRICES AND PAYMENT TERMS 4.1 The prices and payment terms applicable to this Agreement are specified in Attachment 1, Products, Pricing and Terms. Such terms shall include: (a) the amounts due for the Business Cards, Business Passport Product, and any other products, services and fees; (b) the timing of payments, and (c) the acceptable method of payment. 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. 4.2 The Business Account's purchase of any Business Choice Products via the Business Account 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 and shall be deemed to have agreed to the then-applicable prices by submitting the order. 4.3 Payment in full is due as specified in Attachment 1. 4.4 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, the Lead Agency will notify the Business Account of the payment problem and, if full and clear payment is not received within ten (10) calendar days of such notification, the Lead Agency may: 4.4.1 refuse to process new orders for ORCA Business Cards and block the loading of new ORCA Products by or for the Business Account; 4.4.2 assess any late payment, NSF and collection fees to the maximum amount permitted by law; 4.4.3 initiate a Card Block or Product Block 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 4.4.4 suspend or terminate access rights to the Business Account's secured area of the website. 4.5 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 collection fees incurred in collecting amounts due from the Business Account. 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, Products, Pricing and Terms. If additional cards are required, the Business Account shall be required to pay both the standard card fee and the monthly rate for loading the Passport Product on such additional cards for the remaining months of this Agreement, 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 become the owner of the ORCA Business Cards. The Business Account shall be deemed to have constructively received all ordered ORCA AGENDA ITEM #3. a) ORCA Passport Agreement Page 4 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 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 not 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 Block 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 ORCA 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 taken. 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. The Business Account may provide Cardholder Rules of Use to the Cardholder as referenced in Attachment 4, or provide this information using other methods such as an email or flyer. 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 remains the owner of all Business Cards it distributes but a cardholder may also purchase and load individual ORCA products on a Business Card and individually register the card. To enable Cardholders to register Business Cards as provided in Section 6 below, the Business Account may not register, or allow anyone other than the Cardholder to register, the Business Cards that are issued under this Agreement. The Business Account shall require, as a condition of receiving a Business Card, that the Cardholder sign the written Cardholder Rules of Use incorporated in this Agreement as Attachment 4, ORCA Business Cardholder Rules of Use. 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 accessible 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 responsible for its collection, use, storage and disclosure of such information. 5.8 Card Blocks. 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 Block via the Business Account Website to invalidate the subject Business Card. The Lead Agency may also initiate a Card Block or a Product Block as to any of the Business AGENDA ITEM #3. a) ORCA Passport Agreement Page 5 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 Account’s Business Cards at the request of the Business Account, or at the sole discretion of the Lead Agency in accordance with Section 4.4, or if it is suspected that a card has been altered, duplicated, counterfeited, stolen or used by an ineligible Cardholder. Once initiated, a Card Block must be processed in the ORCA system and downloaded to all reader devices throughout the region. Until that occurs, there is the potential that the Business Passport Product and any E-purse value or other ORCA Products on the subject card will continue to be used. The Business Account, not the Agencies, remains responsible for all transactions, and any loss or costs arising there from, for fortyeight (48) hours after the Card Block was initiated. 5.9 Restoration of Value After Card Block. Following a Card Block, the Business Account may request the Lead Agency to restore value on a replacement of the blocked Business Card. An E-purse on a blocked card will be restored on the replacement card in approximately ten (10) calendar days after the replacement card is issued. The E-purse amount that remained on the lost or stolen card, fortyeight (48) hours after the Card Block was initiated in the ORCA system, will be restored to the replacement card via a remote revalue function. An E-purse on a blocked card will be restored on the replacement card on the eighth day after the card has been issued. The card must then be tapped to activate the E-purse value. 5.10 Card Replacement. The Business Account is responsible for ordering and paying for any new 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 Block, and end of useful life. Provided, however, and notwithstanding the exclusion of warranties in Section 14, 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: (a) it will retire all of its ORCA Business Cards at some time within four years after they are issued by the Lead Agency to the Business Account; and (b) purchase replacement Business Cards at the thenapplicable rate. 6.0 CARDHOLDER USE OF ORCA BUSINESS CARDS Cardholder Privileges. The Business Account understands and agrees that, although it remains the owner of ORCA Business Cards after distribution, 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 service 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 register his/her name and other contact information with the ORCA System and AGENDA ITEM #3. a) ORCA Passport Agreement Page 6 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 link such personal information to the serial number of the Business Card provided to him/her. Such registration does not give the Cardholder any ownership rights in the card but does give the Cardholder the right to access the ORCA Cardholder Website to view the card's transaction history and current stored value, to modify travel zone preferences, and to add retail products. 7.0 NO RETURNS OR REFUNDS Except as otherwise provided herein or in Section 13.2, the Business Account understands and agrees that its purchases of Business Cards, and Business Passport Products and Business Choice Products purchased for such cards, are final and it is not entitled to any refunds. Provided, however, the Business Account may request a refund of the E-purse value remaining on a Business Card if the card is surrendered by the Business Account to the Lead Agency. Upon surrender of the subject Business Card, the Lead Agency shall initiate a Card Block and the refund processed approximately ten (10) calendar days after the Card Block was initiated. The E-purse amount refunded will be that which remained on the surrendered card forty-eight (48) hours after the Card Block was initiated in the ORCA system. A processing fee of ten dollars ($10) shall be payable by the Business Account to the Lead Agency for each such E-purse refund that is processed, regardless of epurse value refunded. The Business Account, not the Lead Agency, is responsible for the refunding of such Epurse value, if any, to the individual Cardholder to whom the Business Card had been distributed. 8.0 BUSINESS ACCOUNT WEBSITE 8.1 The Business Account 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 Business Account Website when it is available and that each access and use of said website shall be subject to the Terms of Use and Privacy Statement that are in effect and posted on the Business Account Website at the time of such access and use. 8.2 The Business Account understands and agrees that uninterrupted access to and use of the Business Account 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. 8.3 At the time the Business Account enters into the ORCA program, the Lead Agency will provide a single password to the Business Account's Primary Contact, as specified in Attachment 2, Designated Representatives, to enable user access to the Business Account's secured area of the Business Account Website. The Business Account is required to change the temporary password to one of its own creation. The Business Account shall be solely responsible for the number and identity of those employees with whom the Business Account's password is shared. The Business Account is also solely responsible for complying with the security standards specified in Attachment 5, Security Standards, which is incorporated in this Agreement by this reference. 9.0 INFORMATION PROVIDED BY THE AGENCIES AND THE ORCA SYSTEM 9.1 The Business Account understands and agrees that the data, reports or any information provided to it via the Business Account Website or otherwise, is and remains the sole property of the Agencies and nothing shall be construed as a transfer or grant of any copyright 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 Business Account Website or otherwise, for any lawful purpose related to the administration of the transportation benefits program of the Business Account. 9.2 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 Business Account may routinely access such transaction data related to its Business Cards to the extent provided via the Business Account AGENDA ITEM #3. a) ORCA Passport Agreement Page 7 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 Website. Said website and its reports do not provide the Business Account Business Card transaction data linked to card serial numbers. 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. The written request shall include the following: 9.2.1 Card number or the date, time and other known details about the specific transaction for which a card serial number is being requested; 9.2.2 A statement as to why the information is germane to the prevention of fraud; and 9.2.3 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 Account agrees that it will use such card serial number information only for purposes of enforcing its Rules of Use or other lawful business purposes. The Business Account must maintain its own records if it wishes to identify the card serial number issued to an individual. 10.0 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 sales 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 or 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. 11.0 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 Block or Product Block 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. 12.0 ORCA SERVICES SUBJECT TO CHANGE The Agencies seek to continually improve and enhance the ORCA Services. With thousands of employers, 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 Business Account 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 13.2. 13.0 TERMINATION 13.1 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 the Agreement, or acts in manner indicating that it intends to not comply, or is unable to comply, with the Agreement. To AGENDA ITEM #3. a) ORCA Passport Agreement Page 8 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 effect such a termination for cause, the Lead Agency shall send email notice to the last known email address for the last known primary contact person of the Business Account describing the manner in which the Business Account is in default and the effective date of termination. If the basis for termination 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) calendar days of the sending of the email notice. Upon the effective date of such termination, the Lead Agency may immediately terminate the website access privileges of the Business Account, block 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 cause, the Business Account shall not be entitled to any refund of any amounts paid. 13.2 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 receipt 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 Block 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 products 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. 13.3 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 omissions 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. 14.0 EXCLUSION OF WARRANTIES 14.1 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. 14.2 BY WAY OF EXAMPLE, AND NOT LIMITATION, THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SPECIFICALLY DO NOT REPRESENT AND WARRANT THAT: 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 WEBSITES, INCLUDING BUT NOT LIMITED TO THE CONTENT OR MATERIAL DOWNLOADED FROM SAID WEBSITES, WILL BE FREE OF DEFECTS, VIRUSES, MALWARE, HACKS OR POTENTIALLY HARMFUL INTRUSIONS. 14.3 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 AGENDA ITEM #3. a) ORCA Passport Agreement Page 9 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 PARTICULAR PURPOSE; ANY WARRANTIES OF QUIET ENJOYMENT OR NON-INFRINGEMENT; AND ANY WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. 14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE AGENCIES OR THE ORCA SYSTEM SHALL REVISE OR CREATE ANY WARRANTY. 15.0 NOTICES 15.1 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 15.2. 15.2 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. 16.0 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, acts of 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. 17.0 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 websites, shall be subject to all applicable federal, state and local law, regulations, ordinances, codes and policies, including but not limited to the ORCA Terms of Use and Privacy Statement (posted on the ORCA websites and available in printed form upon request to the Lead Agency), and the Agencies' respective fares, transfer rules, codes of conduct and other operating policies and procedures. 18.0 PROHIBITED DISCRIMINATION 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 benefits 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. 19.0 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 compensation, 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 it 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 others (e.g. including, but not limited to, transportation fringe benefits) and any reporting, withholding or other obligations related thereto. 20.0 LEGAL RELATIONS AGENDA ITEM #3. a) ORCA Passport Agreement Page 10 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 20.1 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 limiting 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. 20.2 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 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 ACCOUNT FOR THE ORCA SERVICE CAUSING AGENDA ITEM #3. a) ORCA Passport Agreement Page 11 of 20 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 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. 20.3 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 Lead Agency’s rights and remedies, and that those rights or remedies will still be available to the Lead Agency. 20.4 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 laws 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 which 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. 20.5 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 authorized by the Court and permitted by applicable law. 20.6 Survival. Sections 4, 5, 9, 14 and 20 shall survive and remain effective notwithstanding any termination of this Agreement. 20.7 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 AGENDA ITEM #3. a) ORCA Passport Agreement Page 12 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 names, trademarks, service marks, logos, domain names, and other distinctive features or intellectual property of the Business Account without written permission. 21.0 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 without the written agreement by the Lead Agency, the Business Account and the assignee. 22.0 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 under 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. 23.0 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 feasible 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. 24.0 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. 25.0 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. BUSINESS ACCOUNT City of Renton By: Denis Law Mayor Date: LEAD AGENCY King County Metro Transit By: Christi Masi Program Manager Customer Communications and Services Date: AGENDA ITEM #3. a) ORCA Passport Agreement Page 13 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 ATTACHMENT 1 PRODUCTS, PRICING AND TERMS – BUSINESS PASSPORT FLAT RATE Business Account: City of Renton Business Account Federal Tax ID #: 91-6001271 ORCA Business ID#: 2480 Agreement Type: Renewal Program Term: March 01, 2017 - February 28, 2018 Business Passport Flat Rate Products •Valid for full fare on: o Regular bus services on Community Transit, Everett Transit, Kitsap Transit, Metro Transit, Pierce Transit and Sound Transit o Regular service on Sound Transit Link light rail o Regular service on Sound Transit Sounder train (including Rail Plus partnership with Amtrak Cascades). o Regular service on Seattle Streetcar o Regular service on King County Water Taxi. (Vashon and West Seattle routes) o Regular service on Kitsap Transit Foot Ferry. (Port Orchard and Annapolis routes) o Access Transportation service on Kitsap Transit and Metro Transit (Access-eligible riders only) •100% vanpool fare subsidy on Community Transit, Kitsap Transit, Metro Transit, and Pierce Transit vanpool vans. •100% vanshare fare subsidy on Community Transit, Kitsap Transit, Metro Transit and Pierce Transit vanshare vans. •Emergency guaranteed ride home service. (Up to eight rides per employee.) (See Attachment 6.) Passport Zone and Worksite Location Employees Annual Rate per Employee Cost King County Suburbs: 1055 S Grady Way, Renton, WA 98057 295 $441.78 $130,325.10 New Card(s) 0 X $5.00 $ .00 Total 295 $130,325.10 Business Passport Flat Rate Payment Terms Net 60 days from start of program term Please pay upon receipt of invoice AGENDA ITEM #3. a) ORCA Passport Agreement Page 14 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 Additional Information Additional Card Orders Monthly Rate per additional employee = $0.00 During the agreement term additional cards can be ordered at the New Card fee as shown above. Amount of Eligible Employee contribution = $ 0.00 (Note: employees may contribute up to 50% of the Annual Rate per Employee) Business Choice Products Choice Products purchased by the Business Account will be prepaid by check or credit card, at prevailing retail rates. ATTACHMENT 2 DESIGNATED REPRESENTATIVES BUSINESS ACCOUNT - Primary LEAD AGENCY – Primary Name John Dan Hasty Jerry Waugh Title Transportation Planner Customer Service Coordinator Name/Address City of Renton King County Metro Transit 1055 S Grady Way, Renton City Hall-5th Flr 201 S Jackson St, KSC-TR-0326 Renton, WA 98057 Seattle, WA 98104 Telephone (425) 430-7217 (206) 477-6064 E-Mail jhasty@rentonwa.gov jerry.waugh@kingcounty.gov BUSINESS ACCOUNT - Secondary LEAD AGENCY-Technical Support Name Denis Law King County Metro Transit Title Mayor Lead Agency Representative Name/Address City of Renton 201 S Jackson St, KSC-TR-0326 1055 S Grady Way, Renton City Hall-5th Flr Seattle, WA 98104 Renton, WA 98057 Telephone (425) 430-6500 (206) 477-3700 E-Mail dlaw@rentonwa.gov business.leadagent@kingcounty.gov BILLING INFORMATION Name John Dan Hasty Title Transportation Planner Name/Address City of Renton 1055 S Grady Way, Renton City Hall-5th Flr Renton, WA 98057 Telephone (425) 430-7217 ATTACHMENT 3 ELIGIBLE BUSINESS CARDHOLDERS Definition and Number of Eligible Participants AGENDA ITEM #3. a) ORCA Passport Agreement Page 15 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 Definition of Eligible Participants All benefit-eligible employees at 1055 S Grady Way, Renton, WA 98057. Number of Eligible Participants 295 AGENDA ITEM #3. a) ORCA Passport Agreement Page 16 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 ATTACHMENT 4 SAMPLE – ORCA BUSINESS CARDHOLDER RULES OF USE 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 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 ORCA Business Card, I understand that it may be blocked for further use. 4.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 Everett Transit, Community Transit, Kitsap Transit, Metro Transit, Pierce Transit, Sound Transit, Seattle Streetcar, King County Water Taxi, and Kitsap Transit Foot Ferry. b.100% of vanpool and vanshare fares on vanpool services provided by Community Transit, Kitsap Transit, Metro Transit, and Pierce Transit. 5.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 Business Card. 6.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. 7.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 the company that owns my ORCA Business Card. 8.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. 9.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 or Link light rail. I acknowledge the receipt of my ORCA Business Card, and understand and agree to the terms stated above on using the ORCA Business Card. AGENDA ITEM #3. a) ORCA Passport Agreement Page 17 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 Employee’s Signature Date Employee’s Printed Name ORCA Card Serial # Transportation Coordinator Use Only – ORCA Card returned: _______________ ______________________ Employee’s Signature Date ORCA Card Serial # ATTACHMENT 5 ORCA BUSINESS ACCOUNT SECURITY STANDARDS 1.0 Application Security 1.1 At the time the Business Account enters into the ORCA program, the Lead Agency will provide a single Business Account user id and temporary password to the Business Account's Primary Contact (as specified in Attachment 2 Designated Representatives) to enable access to the Business Account's area of the Business Account Website. 1.2 The Business Account shall immediately change the temporary password to 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 three (3) of the following four (4) elements. 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 ORCA Business Account 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)". 1.4 Access to the ORCA Business Account 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 the 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 AGENDA ITEM #3. a) ORCA Passport Agreement Page 18 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 2.1 The Business Account shall require system users, when not at their workstations, to log off the Business Account 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 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 stolen card stock. ATTACHMENT 6 HOME FREE GUARANTEE PROGRAM Home Free Guarantee (hereinafter, “HFG”) is a King County program that guarantees payment for taxi fares incurred by Eligible Employees who meet the eligible criteria, as set forth below, and taken in accordance with the terms set forth below. HFG is the emergency guaranteed ride home service mentioned in Attachment 1 of the ORCA Business Passport Agreement. 1.0 DEFINITIONS 1.1 Approved Commute Modes 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 modes: bus, train, carpool, vanpool, walk-on or bicycle-on ferry, bicycle, or walk. 1.2 Eligible Reasons For Using HFG The following are eligible reasons for using HFG: 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. 1.3 Non-Eligible Reasons For Using HFG Reasons which are not eligible for HFG use include, but are not limited to, the following: a.Pre-scheduled medical or other appointments. b.To transport individuals who have incurred injury or illness related to their occupation. An HFG ride should NEVER be used where an ambulance is appropriate, nor should an HFG ride replace Business Account’s legal responsibility under workers’ compensation laws and regulations. c.Employee termination or reductions in force. AGENDA ITEM #3. a) ORCA Passport Agreement Page 19 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 d.Other situations where, in the opinion of the Business Account’s Program Coordinator, alternate transportation could have been arranged ahead of time. 1.4 Eligible Destinations For An HFG Ride a.From the Business Account’s worksite to the Eligible Employee’s principal place of residence. b.From the Business Account's worksite to the Eligible Employee’s personal vehicle, e.g. vehicle located at a transit center or park & ride lot. c.From the Business Account's worksite to the Eligible Employee’s usual commute ferry terminal on the east side of Puget Sound. 1.5 Intermediate Stops Intermediate stops are permitted only if they are of an emergency nature and are requested in advance by the Eligible Employee and are authorized in advance of the HFG ride by the Business Account’s Program Coordinator (i.e. pick up a necessary prescription at a pharmacy; pick up a sick child at school). 2.0 BUSINESS ACCOUNT RESPONSIBILITIES 2.1 HFG Program Payment Business Account’s payment for HFG services is accounted for in the base price of the ORCA Business Passport Agreement, as indicated in Attachment 1. 2.2 Program Coordinator Business Account shall designate as many Program Coordinators as necessary to administer and perform the necessary HFG program tasks as set forth in this Attachment. 2.3 Number Of HFG Rides Per Eligible Employee Business Account shall ensure that each Eligible Employee does not exceed eight (8) HFG rides per twelve (12) month period. ATTACHMENT 6 HOME FREE GUARANTEE PROGRAM (continued) 2.4 Access to Service Business Account shall make information about how to access HFG rides available to all Eligible Employees. 3.0 HFG PROGRAM TASKS 3.1 Process To access HFG rides, Eligible Employees shall contact the Program Coordinator. The Program Coordinator shall call directly an answering service provider, contracted for by King County. The phone number is 425450- 4555. Program Coordinator shall screen and obtain the following 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. a.Verify the Eligible Employee has commuted to the worksite by an eligible mode. b.Verify the Eligible Employee has an eligible reason and eligible destination for an HFG ride. 3.2 Reporting a.Once an Eligible Employee takes the emergency taxi ride, obtain from the Eligible Employee a completed receipt of the taxi trip. AGENDA ITEM #3. a) ORCA Passport Agreement Page 20 of 17 Business Name: City of Renton BAID: 2480 March 01, 2017 - February 28, 2018 b.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. 4.0 KING COUNTY RESPONSIBILITIES 4.1 Participating Taxi Business Account(s) Business Account agrees that neither King County nor answering service provider is responsible for providing transportation services under the HFG program. Business Account further agrees that King County makes no guarantee or warranty as to the availability, quality or reliability of taxi service, and that King County’s sole obligation under the program is to make payment of the taxi 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 King County for damages or injuries of any kind arising out of or in any way related to the HFG program. Without limiting the foregoing and by way of example only, the Business Account agrees that King County shall not be liable for any injuries or damages caused by negligence or intentional acts occurring before, during or after a taxi ride or for any injuries or damages caused by failure of a taxi to provide a ride due to negligence, intentional acts or causes beyond the taxi’s control, including 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. 4.2 Payment Of Authorized HFG Taxi Fares King County shall pay the metered fare amount of a Business Account’s Program Coordinator-authorized HFG ride, as defined in the DEFINITIONS section above, for a one-way distance of up to sixty (60) miles. Business Account or Eligible Employee taking the HFG ride shall pay any fare for a one-way distance in excess of sixty (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 HFG ride. 4.3 Reporting King County shall keep a complete record of all authorized HFG ride requests and provide a copy of this record to Business Account's designated Contact Person if requested. 4.4 Program Abuse King County reserves the right to investigate and recover costs from the Business Account of intentional abuse of the HFG program by Eligible Employees. Program abuse is defined as, but not limited to, taking more than the maximum eight rides per agreement period, taking trips for inappropriate reasons, unauthorized destinations and intermediate stops, and pre-scheduled appointments not defined in the DEFINITIONS section above. AGENDA ITEM #3. a) CITY OF RENTON, WASHINGTON RESOLUTION NO. 4035 A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AN INTERLOCAL AGREEMENT WITH KING COUNTY METRO TRANSIT REGARDING PURCHASE OF ORCA BUSINESS CARDS AND ORCA BUSINESS PASSPORT PRODUCTS. WHEREAS, the City of Renton, King County, and other area transportation agencies share the desire to provide a transportation management program that will reduce single- occupant vehicle travel and improve the mobility of employees to the City's worksites; and WHEREAS, collectively, the area transportation agencies provide buses, vanpools, van shares, light rail, commuter rail, streetcars, water taxis, and the Home Free Guarantee program; and WHEREAS, the area transportation agencies, through those programs, are authorized to promote alternatives to single occupant vehicle commuting in King County; and WHEREAS, the City wishes to provide incentives to its employees which promote non- single-occupant vehicle commuting to its worksites; and WHEREAS, the City and area transportation agencies desire to utilize ORCA Business Cards and ORCA Business Passport products which can be used to access a variety of services and benefits which enable the City's employees to commute by non-single occupant vehicles; and WHEREAS, it is necessary to memorialize the terms and conditions under which such program will be provided to the City; AGENDA ITEM #3. a) RESOLUTION NO. 4035 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The above recitals are found to be true and correct in all respects. SECTION II. The Mayor and City Clerk are hereby authorized to enter into an interlocal agreement with King County Metro Transit entitled "Agreement for Purchase of ORCA Business Cards and ORCA Business Products" and all subsequent agreements regarding purchasing ORCA Business Cards and ORCA Business Passport Products that do not materially change the terms of the agreement and are without budget parameters. PASSED BY THE CITY COUNCIL this lst day of February , 2010. Bonnie I. Walton, City Clerk APPROVED BY THE MAYOR this 1st day of February 2010. Denis Law, Mayor Approved as to form: Lawrence J. Warren, City Attorney RES.1440:l/l/10:scr AGENDA ITEM #3. a)