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Home My WebLink AboutContractLocal Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised /20Page 1 of 4 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba’s): Address Federal Aid Number UBI Number Federal TIN Execution Date Completion Date 1099 Form Required Yes No Federal Participation Yes No Project Title Description of Work Yes No DBE Participation Yes No MBE Participation Yes No WBE Participation Yes No SBE Participation Maximum Amount Payable: Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub-consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures CAG-22-280 Cowling & Co. LLC 1902 120th Pl SE STE 202 Everett, WA 98208 603 348 384 81-4539538 12/31/2028 Renton Connector Improvements The City of Renton is currently undertaking the Renton Connector improvements. The project will install a continuous non-motorized facility along Burnett Avenue S. (westside) between S 2nd Street and S 5th Street via separated walkways, protected bicycle lanes (cycle track), and a multi-use path. This project will also include landscaped medians, reconfigured public parking areas, curb ramp upgrades to ADA standards, and traffic signalization improvements. The scope of this work provides for the completion of the necessary NEPA documents and completing the NPDES permit. The work will be performed in accordance with WSDOT LAG manual. ■ CAG-22-280 ■■ ■ ■ ■ $76,522 CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 2 of 4 THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this AGREEMENT, between the _________________________________________________________________, hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this AGREEMENT, hereinafter called the “CONSULTANT.” WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’ notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.” The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. City of Renton Public Works CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 3 of 4 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of thisAGREEMENT. ,QWKHDEVHQFHRIDPDQGDWRU\'%(JRDODYROXQWDU\6%(JRDODPRXQWRIWHQSHUFHQWRIWKH&RQVXOWDQW $JUHHPHQWLVHVWDEOLVKHG7KH&RQVXOWDQWVKDOOGHYHORSD6%(3DUWLFLSDWLRQ3ODQSULRUWRFRPPHQFLQJZRUN $OWKRXJKWKHJRDOLVYROXQWDU\WKHRXWUHDFKHIIRUWVWRSURYLGH6%(PD[LPXPSUDFWLFDEOHRSSRUWXQLWLHVDUHQRW The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C – Preparation and Delivery of Electronic Engineering and other Data.” All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Name: Agency: Agency: Address: Address: City: State: Zip: City: State: Zip: Email: Email: Phone: Phone: Facsimile: Facsimile: IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must 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. CAG-22-280 Keith Woolley City of Renton City Hall 5th Floor 1055 S. Grady Way kwoolley@Rentonwa.gov 425-430-7318 Renton WA 98057 Jordan Widener Cowling & Co. LLC dba Widener & Associate 1902 120th Pl SE Suite 202 Everett WA 98208 jordancw@widener-enviro.com 510-725-2291 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 4 of 4 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. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A.Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits “D” and “E” attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT’s direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiatedrates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT’s fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits “D” and “E” shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT’s FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits “D” and “E” will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT’s books and records to determine the CONSULTANT’s actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12) month period. The fee as identified in Exhibits “D” and “E” shall represent a value to be applied throughout the life ofthe AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY’s option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee’s actual classification, and actual salary plus indirect cost rate plus fee. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 5 of 4 A.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 lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. B.Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, “ExtraWork.” No minimum amount payable is guaranteed under this AGREEMENT. C.Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit “D,” including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT’s employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D.Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT’s “Audit Guide for Consultants,” Chapter 23 “Resolution Procedures,” the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Project Manager.CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 6 of 4 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be memorialized in a final written DFNQRZOHGJPHQW between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this DJUHHPHQW. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 7 of 4 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 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a) •Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) •Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) •Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) •Civil Rights Restoration Act of 1987 (Public Law 100-259) •American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) •23 CFR Part 200 •49 CFR Part 21 •49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “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 ofAgreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and thetime which may be required to do so, and other factors which affect the value to the AGENCY of theSERVICES 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 in accordance with the termination for other than default clauses listed previously. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 8 of 4 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.” XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 9 of 4 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 10 of 4 Insurance Coverage A.Worker’s compensation and employer’s liability insurance as required by the STATE. B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Agency: Address: City: State: Zip: Email: Phone: Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT 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 liabilityto third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third part\, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise inlaw. CAG-22-280 Keith Woolley City of Renton Transportation Design Engineering Renton WA 95057 425-430-7318 kwoolley@rentonwa.gov City Hall 5th Floor S. Grady Way Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 11 of 4 XIII. Extra Work A.The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B.If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,” under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to thisAGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit “G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENT6 over one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENT6 over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General Requirements” prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to thisAGREEMENT. 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. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 12 of 4 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver’s license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence and not to make use of the State’s Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State’s Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State’s Confidential Information was received; who received, maintained, and used the State’s Confidential Information; and the final disposition of the State’s Confidential Information. The CONSULTANT’s records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State’s Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 13 of 4 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY’s said disclosure of sub- consultants’ information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all “documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents” pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, “documents” means every writing or record of every type and description, including electronically stored information (“ESI”), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, 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, 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. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //20Page 14 of 4 For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives,CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. 08/29/2022 CAG-22-280 Armondo Pavone, City of Renton Mayor 9/29/2022 Attest:Jason A, Seth, City Clerk Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit A Scope of Work Project No. See Attached CAG-22-280 Widener & Associates Page 1|6 EXHIBIT A Scope of Work Renton Connector Improvements Environmental Services PROJECT UNDERSTANDING The City of Renton is currently undertaking the Renton Connector improvements. The project will install a continuous non-motorized facility along Burnett Avenue S. (westside) between S 2nd Street and S 5th Street via separated walkways, protected bicycle lanes (cycle track), and a multi-use path. This project will also include landscaped medians, reconfigured public parking areas, curb ramp upgrades to ADA standards, and traffic signalization improvements. The scope of this work provides for the completion of the necessary NEPA documents and completing the NPDES permit. The work will be performed in accordance with WSDOT LAG manual. The following tasks are anticipated: TASKS: 1. Design Assistance and Early Agency Coordination Early input into the formation of project alternatives will be provided to ensure each alternative includes provisions to minimize impacts to the surrounding environment. This coordination within the various design elements of the project will identify and incorporate minimization measures early in the alternative development phase of the project and will ensure that an appropriate range of alternatives are developed prior to the agency coordination. The Consultant will assist the City in presenting the alternatives to both the state and federal permitting agencies to identify the regulatory issues associated with each alternative. Potential minimization measures for each alternative will also be identified during the coordination with agency representatives. All permitting issues and the recommended permitting process for the preferred alternative will be documented in the project preliminary design. It is assumed that this effort will be accomplished with the graphics and design drawings required to complete the preliminary design and to conduct the open houses and that no other special presentation materials are required. Deliverables: x The Consultant's permitting specialist will prepare meeting minutes and memoranda documenting the coordination activities with state and federal agencies, as required. Widener & Associates Page 2|6 2. Section 106 Report (Cultural and Historic Resources) This work would include the preparation of the Section 106 report in accordance with the State Historic Preservation Office standards and guidelines. The work will include the following subtasks. 1 Pertinent literature on the archaeology, ethnography, and history of the project area will be reviewed to determine the existence of archaeological sites and to refine the probability of archaeological resources and traditional cultural places in the project areas. 2 The Consultant will maintain contact with the local tribes for any information on historic Indian use of the project area. 3 A systematic field reconnaissance will be conducted to identify previously recorded and/or unrecorded archaeological sites for the proposed project where ground-disturbing activities are expected to take place. Field reconnaissance will consist of the traverse of pedestrian transects at varying intervals, depending on terrain throughout the proposed project area. Shovel probes (digging a hole with a shovel) will be excavated, as deep as feasible, and in areas expected to have a high probability for cultural resources. Shovel probes will be augmented through auger probes to explore the deepest possible deposits. Shovel probes will be screened in highly probable areas and in soil matrixes too dense to identify small chipping debris. 4 All new sites will be mapped, photographed, and recorded on Washington State Archeological Inventory forms and submitted to the state Office of Archeological and Historic Preservation (OAHP) for Smithsonian numbers. Every effort will be made to include Tribal cultural resources personnel in assisting the field effort. Rights-of-entry will be provided by the City. Deliverables: x The draft Section 106 Report will be prepared to describe cultural resources identified in the project area to meet state and federal standards for reporting as outlined in the guidelines provided by the OAHP. The report will include summary background information appropriate to a cultural resources assessment of the project area, including environment, previous cultural resources studies, ethnography/ethno history, and history. A discussion of agency and Tribal consultation, methodology, the results of the investigation, and a map of located archaeological sites will be provided. Recommendations will also be extended to any cultural resources that may be significant. Monitoring of construction excavation recommendations may also be included. The historic structures inventory form and/or archaeological site inventory form will be attached to the report as an appendix, One (1) electronic PDF copy of the form and required attachments. x One electronic copy of a revised draft Section 106 report incorporating the City’s comments. x Three copies of a final Section 106 report incorporating WSDOT comments. Widener & Associates Page 3|6 3. Environmental Justice Survey Services required to complete an environmental justice (EJ) analysis includes the following main components: 1 Collecting demographic data for the project area using local data sources and the US Census Data. 2 Identifying any environmental justice populations in the area (minority or low- income populations). 3 Review public outreach activities to ensure potential EJ populations are offered an opportunity to participate in project planning and decision-making. 4 Identifying any potential disproportionate effects to EJ populations from project activities and identifying how impacts could not be avoided or minimized and what mitigation measures could be implemented. Deliverables: x The draft EJ documentation will be provided, One (1) electronic PDF copy of the form and required attachments. x The final EJ documentation will be provided incorporating City comments, One (1) electronic PDF copy of the form and required attachments. x The final EJ documentation will be provided incorporating WSDOT/FHWA comments if required. It is assumed that WSDOT/FHWA comments will not alter the basic conclusion of the documentation or require further alternative studies, One (1) electronic PDF copy of the form and required attachments. 4. Biological Assessment (BA) A BA will be prepared for the preferred alternative in accordance with WSDOT guidelines. The following subtasks will be undertaken in preparation of the project BA. 1 Collect available documentation concerning the project activities and pertinent biological information. Biological information will include priority habitat and species data from the Washington State Department of Fish and Wildlife along with rare plant and high-quality ecosystem data from WDNR. This information will be reviewed and a consultation strategy will be developed. 2 Initiate informal consultation with United States Fish and Wildlife Service (USFWS) and National Oceanographic and Atmospheric Administration (NOAA) Fisheries by preparing written requests for lists of endangered, threatened, proposed, and candidate species. 3 Conduct a field reconnaissance to investigate on-site habitat conditions. 4 Make telephone contact with the appropriate resource agency staff for input on species occurrence, habitat use, and potential project impacts. 5 Prepare a draft BA addressing listed species, proposed species, candidate species, species of concern, and critical habitat. The BA will include a project description, a list of species, a description of the species and their habitat, an analysis of project effects, and mitigation recommendations. 6 Provide the draft BA to the City for review and approval. 7 Revise the BA, as appropriate, and submit the final BA to USFWS and NOAA Fisheries for their review, possible negotiation of mitigation measures, and concurrence. Widener & Associates Page 4|6 8 Concurrent with Endangered Species Act (ESA) consultation, the Consultant will coordinate with NOAA Fisheries to meet essential fish habitat (EFH) requirements under the Magnuson-Stevens Fishery Conservation and Management Act (MSA), as amended 1996. In doing so, the Consultant will provide NOAA Fisheries with the BA and a cover letter requesting the initiation of consultation, stating the effect determination(s), reasoning behind them, and proposed mitigation measures if any. 9 If NOAA Fisheries responds with advisory EFH conservation recommendations, the Consultant will coordinate with the City and FHWA to jointly discuss the recommendations. 10 Formally address and respond to NOAA Fisheries' recommendations within the regulated time frame. Deliverables: x Draft BA for review by City with accompanying draft special provisions if required, One (1) electronic PDF copy and required attachments. x Draft BA, incorporating the City's comments, for submittal to FHWA/WSDOT. x Draft BA, incorporating comments by FHWA/WSDOT, for submittal to NOAA Fisheries and USFWS, One (1) electronic PDF copy and required attachments. x Three copies of a final BA that incorporates NOAA Fisheries and USFWS comments, One (1) electronic PDF copy and required attachments. 5. NEPA Categorical Exclusion Documentation Form The Consultant will prepare a NEPA Categorical Exclusion Documentation Form (CE) with supporting documentation as required by WSDOT for projects that receive federal funding through WSDOT (Environmental Procedures Manual, Section 300.04). The CE will include the recommended NEPA determination (assumed to be a Class II, Documented Categorical Exclusion). We will document this assumption following the WSDOT Local Agency Guidance (LAG) manual. Assumptions: The project will be determined to be a Class II Documented Categorical Conclusion and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. Deliverables: x Draft NEPA Categorical Exclusion Documentation Form, One (1) electronic PDF copy and required attachments. x Final NEPA Categorical Exclusion Documentation Form, One (1) electronic PDF copy and required attachments. 6. Hazardous Materials Memo A Hazardous Materials Memo will be prepared to evaluate the presence, or likely presence, of potential hazardous substances within the physical limits of the project that would have an effect on the overcrossing project. Sites with potential for environmental Widener & Associates Page 5|6 issues/impacts include those that indicate current or past uses as service stations, battery shops, dry cleaners, chemical storage, or manufacturing facilities; sites with fuel or chemical storage tanks or drums present or those with strong pungent or noxious odors. The scope of services for this study will include; 1. A review of the results of a federal, state, and local environmental database search provided by an outside environmental data service for listings of known or suspected environmental problems at the sites or nearby properties within the search distances specified by WSDOT. 2. A review of historical aerial photographs, fire insurance maps, city directories, chain-of-title reports, and tax assessor records, as available and appropriate, to identify past development history on the parcels relative to the possible use, generation, storage, release, or disposal of hazardous substances. An attempt to identify uses of the sites from the present to the time that records show no apparent development of the site, or to 1940, whichever is earlier. 3. Conduct a visual reconnaissance of the parcels and adjacent properties to identify visible evidence of potential sources of contamination. 4. A letter report that will summarize the results of this study. The letter report will briefly discuss the project activities and include a table ranking the parcels (low, moderate, high) by their potential for contamination from either on-site or off-site sources. A draft letter report will be provided for review and comment. Upon receiving comments, the letter will be modified as appropriate and made final. Deliverable(s): A draft Hazmat Memo will be provided. A draft of the Hazmat Memo will be provided incorporating City comments. The final Hazmat Memo will be provided incorporating WSDOT/FHWA comments if required. It is assumed that WSDOT/FHWA comments will not alter the basic conclusion of the documentation or require further alternative studies. 7. Permits The Consultant will assemble and organize all necessary environmental permit applications to a standard acceptable by the permitting agency. Anticipated permits include the following: Deliverables: x NPDES Permit 8. SEPA Exemption The Consultant shall complete appropriate SEPA documentation including all needed studies, modeling, and analysis in accordance with State Environmental Policy Act (RCW 43.21C) and SEPA Rules (WAC 197-11). The Consultant will coordinate with the City to address comments on the SEPA Checklist and provide support for the SEPA process. Widener & Associates Page 6|6 Deliverables: x SEPA Checklist 9.BNSF Coordination The Consultant will work with BNSF and the City to ensure the project is coordinated with BNSF. This work will include flagging as needed and design coordination. Deliverables x Coordination Meetings x Flagging or Lookout Service Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit B DBE ParticipationPlan ,QWKHDEVHQWVRIDPDQGDWRU\'%(JRDODYROXQWDU\6%(JRDODPRXQWRIWHQSHUFHQWRIWKH&RQVXOWDQW$JUHHPHQW LVHVWDEOLVKHG7KH&RQVXOWDQWVKDOOGHYHORSD6%(3DUWLFLSDWLRQ3ODQSULRUWRFRPPHQFLQJZRUN$OWKRXJKWKH JRDOLVYROXQWDU\WKHRXWUHDFKHIIRUWVWRSURYLGH6%(PD[LPXPSUDFWLFDEOHRSSRUWXQLWLHVDUHQRW CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit C Preparation and Delivery ofElectronicEngineering andOther Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I.Surveying, Roadway Design & Plans Preparation Section A.Survey Data B.Roadway Design Files C.Computer Aided Drafting Files Not Applicable Not Applicable Not Applicable CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 D.Specify the Agency’s Right to Review Product with the Consultant E.Specify the Electronic Deliverables to Be Provided to the Agency F.Specify What Agency Furnished Services and Information Is to Be Provided SEE EXHIBIT A. SEE EXHIBIT A. Agency retains the rights to review all deliverables listed in the Scope of Work as shown in Exhibit A. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 II.Any Other Electronic Files to Be Provided III.Methods to Electronically Exchange Data E-Mail or Flash Drive SEE EXHIBIT A. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 A.Agency Software Suite B.Electronic Messaging System C.File TransfersFormat CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit D Prime Consultant Cost Computations See Attached CAG-22-280 Exhibit D Project Name Renton Connector Client City Renton/Keith Woolley Location City Renton Date 8/12/2022 Tasks Project Manager Senior Biologist Project Biologist Hours Hours Hours 1 Design Assistance and Early Agency Coordination/BNSF 70 2 4 2 Section 106 Coordination & APE 82 12 3 EJ Memo Draft 410 30 Final 64 15 4 BA may effect not likely draft 12 4 42 final 6 4 60 5 NEPA CE draft 2 2 24 final 4 2 6 6 Hazardous Material Memo Draft 4 12 32 Final 2 4 18 7 Permits NPDES 4 2 8 8 SEPA Exemption 22 8 9 BNSF Coordination 89 36 Total hours 213 86 259 Summary Hours Rate Cost Project Manager 213 $74.00 $15,762.00 Senior Biologist 86 $55.00 $4,730.00 Project Biologist 259 $32.00 $8,288.00 Total Labor $28,780.00 Safe Harbor Overhead 110% $31,658.00 Profit 30% $8,634.00 Expenses Mileage miles roundtrip 720 miles 8 trips @.625 450.00$ News Paper Ad 1,500.00$ Cultural Resources Report (see attached)5,500.00$ TOTAL ESTIMATED COST $76,522.00 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit E Sub-consultant Cost Computations ,IQo sub-consultant participation OLVWHGat this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of theAGENCY. Refer to section VI “Sub-Contracting” of this AGREEMENT. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit FTitle VI Assurances$SSHQGL[$ ( $33(1',;$ 'XULQJWKHSHUIRUPDQFHRIWKLVFRQWUDFWWKHFRQWUDFWRUIRULWVHOILWVDVVLJQHHVDQGVXFFHVVRUVLQ LQWHUHVWKHUHLQDIWHUUHIHUUHGWRDVWKHFRQWUDFWRUDJUHHVDVIROORZV &RPSOLDQFHZLWK5HJXODWLRQV7KHFRQWUDFWRUKHUHLQDIWHULQFOXGHVFRQVXOWDQWVZLOOFRPSO\ZLWKWKH$FWV DQGWKH5HJXODWLRQVUHODWLYHWR1RQGLVFULPLQDWLRQLQ)HGHUDOO\DVVLVWHGSURJUDPVRIWKH86'HSDUWPHQWRI 7UDQVSRUWDWLRQ)HGHUDO+LJKZD\$GPLQLVWUDWLRQDVWKH\PD\EHDPHQGHGIURPWLPHWRWLPHZKLFKDUH KHUHLQLQFRUSRUDWHGE\UHIHUHQFHDQGPDGHDSDUWRIWKLVFRQWUDFW 1RQGLVFULPLQDWLRQ7KHFRQWUDFWRUZLWKUHJDUGWRWKHZRUNSHUIRUPHGE\LWGXULQJWKHFRQWUDFWZLOOQRW GLVFULPLQDWHRQWKHJURXQGVRIUDFHFRORURUQDWLRQDORULJLQLQWKHVHOHFWLRQDQGUHWHQWLRQRIVXEFRQWUDFWRUV LQFOXGLQJSURFXUHPHQWVRIPDWHULDOVDQGOHDVHVRIHTXLSPHQW7KHFRQWUDFWRUZLOOQRWSDUWLFLSDWHGLUHFWO\RU LQGLUHFWO\LQWKHGLVFULPLQDWLRQSURKLELWHGE\WKH$FWVDQGWKH5HJXODWLRQVLQFOXGLQJHPSOR\PHQWSUDFWLFHV ZKHQWKHFRQWUDFWFRYHUVDQ\DFWLYLW\SURMHFWRUSURJUDPVHWIRUWKLQ$SSHQGL[%RI&)53DUW >,QFOXGH:DVKLQJWRQ6WDWH'HSDUWPHQWRI7UDQVSRUWDWLRQVSHFLILFSURJUDPUHTXLUHPHQWV@ 6ROLFLWDWLRQVIRU6XEFRQWUDFWV,QFOXGLQJ3URFXUHPHQWVRI0DWHULDOVDQG(TXLSPHQW,QDOOVROLFLWDWLRQV HLWKHUE\FRPSHWLWLYHELGGLQJRUQHJRWLDWLRQPDGHE\WKHFRQWUDFWRUIRUZRUNWREHSHUIRUPHGXQGHUD VXEFRQWUDFWLQFOXGLQJSURFXUHPHQWVRIPDWHULDOVRUOHDVHVRIHTXLSPHQWHDFKSRWHQWLDOVXEFRQWUDFWRURU VXSSOLHUZLOOEHQRWLILHGE\WKHFRQWUDFWRURIWKHFRQWUDFWRU VREOLJDWLRQVXQGHUWKLVFRQWUDFWDQGWKH$FWVDQGWKH 5HJXODWLRQVUHODWLYHWR1RQGLVFULPLQDWLRQRQWKHJURXQGVRIUDFHFRORURUQDWLRQDORULJLQ>,QFOXGH :DVKLQJWRQ6WDWH'HSDUWPHQWRI7UDQVSRUWDWLRQVSHFLILFSURJUDPUHTXLUHPHQWV@ ,QIRUPDWLRQDQG5HSRUWV7KHFRQWUDFWRUZLOOSURYLGHDOOLQIRUPDWLRQDQGUHSRUWVUHTXLUHGE\WKH$FWVWKH 5HJXODWLRQVDQGGLUHFWLYHVLVVXHGSXUVXDQWWKHUHWRDQGZLOOSHUPLWDFFHVVWRLWVERRNVUHFRUGVDFFRXQWVRWKHU 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ocal Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit FTitle VI Assurances$SSHQGL[$ ( $33(1',;( 'XULQJWKHSHUIRUPDQFHRIWKLVFRQWUDFWWKHFRQWUDFWRUIRULWVHOILWVDVVLJQHHVDQGVXFFHVVRUVLQLQWHUHVW KHUHLQDIWHUUHIHUUHGWRDVWKHFRQWUDFWRUDJUHHVWRFRPSO\ZLWKWKHIROORZLQJQRQGLVFULPLQDWLRQVWDWXWHV DQGDXWKRULWLHVLQFOXGLQJEXWQRWOLPLWHGWR 3HUWLQHQW1RQ'LVFULPLQDWLRQ$XWKRULWLHV v 7LWOH9,RIWKH&LYLO5LJKWV$FWRI86&GHWVHTVWDWSURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIUDFHFRORUQDWLRQDORULJLQDQG&)53DUW v 7KH8QLIRUP5HORFDWLRQ$VVLVWDQFHDQG5HDO3URSHUW\$FTXLVLWLRQ3ROLFLHV$FWRI86& SURKLELWVXQIDLUWUHDWPHQWRISHUVRQVGLVSODFHGRUZKRVHSURSHUW\KDVEHHQDFTXLUHGEHFDXVHRI )HGHUDORU)HGHUDODLGSURJUDPVDQGSURMHFWV v )HGHUDO$LG+LJKZD\$FWRI86&HWVHTSURKLELWVGLVFULPLQDWLRQRQWKHEDVLVRI VH[ v 6HFWLRQRIWKH5HKDELOLWDWLRQ$FWRI86&HWVHTDVDPHQGHGSURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIGLVDELOLW\DQG&)53DUW v 7KH$JH'LVFULPLQDWLRQ$FWRIDVDPHQGHG86&HWVHTSURKLELWVGLVFULPLQDWLRQ RQWKHEDVLVRIDJH v $LUSRUWDQG$LUZD\,PSURYHPHQW$FWRI86&6HFWLRQDVDPHQGHGSURKLELWV GLVFULPLQDWLRQEDVHGRQUDFHFUHHGFRORUQDWLRQDORULJLQRUVH[ v 7KH&LYLO5LJKWV5HVWRUDWLRQ$FWRI3/%URDGHQHGWKHVFRSHFRYHUDJHDQG DSSOLFDELOLW\RI7LWOH9,RIWKH&LYLO5LJKWV$FWRI7KH$JH'LVFULPLQDWLRQ$FWRIDQG 6HFWLRQRIWKH5HKDELOLWDWLRQ$FWRIE\H[SDQGLQJWKHGHILQLWLRQRIWKHWHUPVSURJUDPVRU DFWLYLWLHVWRLQFOXGHDOORIWKHSURJUDPVRUDFWLYLWLHVRIWKH)HGHUDODLGUHFLSLHQWVVXEUHFLSLHQWVDQG FRQWUDFWRUVZKHWKHUVXFKSURJUDPVRUDFWLYLWLHVDUH)HGHUDOO\IXQGHGRUQRW v 7LWOHV,,DQG,,,RIWKH$PHULFDQVZLWK'LVDELOLWLHV$FWZKLFKSURKLELWGLVFULPLQDWLRQRQWKHEDVLVRI GLVDELOLW\LQWKHRSHUDWLRQRISXEOLFHQWLWLHVSXEOLFDQGSULYDWHWUDQVSRUWDWLRQV\VWHPVSODFHVRISXEOLF DFFRPPRGDWLRQDQGFHUWDLQWHVWLQJHQWLWLHV86&DVLPSOHPHQWHGE\ 'HSDUWPHQWRI7UDQVSRUWDWLRQUHJXODWLRQVDW&)5SDUWVDQG v 7KH)HGHUDO$YLDWLRQ$GPLQLVWUDWLRQ V1RQGLVFULPLQDWLRQVWDWXWH86&SURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIUDFHFRORUQDWLRQDORULJLQDQGVH[ v ([HFXWLYH2UGHU)HGHUDO$FWLRQVWR$GGUHVV(QYLURQPHQWDO-XVWLFHLQ0LQRULW\3RSXODWLRQVDQG /RZ,QFRPH3RSXODWLRQVZKLFKHQVXUHVGLVFULPLQDWLRQDJDLQVWPLQRULW\SRSXODWLRQVE\GLVFRXUDJLQJ SURJUDPVSROLFLHVDQGDFWLYLWLHVZLWKGLVSURSRUWLRQDWHO\KLJKDQGDGYHUVHKXPDQKHDOWKRU HQYLURQPHQWDOHIIHFWVRQPLQRULW\DQGORZLQFRPHSRSXODWLRQV v ([HFXWLYH2UGHU,PSURYLQJ$FFHVVWR6HUYLFHVIRU3HUVRQVZLWK/LPLWHG(QJOLVK3URILFLHQF\ DQGUHVXOWLQJDJHQF\JXLGDQFHQDWLRQDORULJLQGLVFULPLQDWLRQLQFOXGHVGLVFULPLQDWLRQEHFDXVHRIOLPLWHG (QJOLVKSURILFLHQF\/(37RHQVXUHFRPSOLDQFHZLWK7LWOH9,\RXPXVWWDNHUHDVRQDEOHVWHSVWR HQVXUHWKDW/(3SHUVRQVKDYHPHDQLQJIXODFFHVVWR\RXUSURJUDPV)HG5HJDWWR v 7LWOH,;RIWKH(GXFDWLRQ$PHQGPHQWVRIDVDPHQGHGZKLFKSURKLELWV\RXIURPGLVFULPLQDWLQJ EHFDXVHRIVH[LQHGXFDWLRQSURJUDPVRUDFWLYLWLHV86&HWVHT CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G Certification Document Exhibit G-1(a)Certification of Consultant Exhibit G-1(b)Certification of Exhibit G-2 Exhibit G-3 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary CoveredTransactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data([KLELW* City of Renton CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of ______________________________________________________________________________________ whose address is ______________________________________________________________________________________ and that neither the above firm nor I have DEmployed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONS8/TANT) to solicit or secure thisAGREEMENT; EAgreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out thisAGREEMENT; or FPaid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution,donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (ifany); I acknowledge that this certificate is to be furnished to the _________________________________________ and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Cowling & Co. LLC 1902 120th Pl SE Suite 202 Everett, WA 98208 City of Renton Cowling & Co. LLC 08/29/2022 CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G-1(b) Certification of ________________________________________ I hereby certify that I am the: Other of the _______________________________________, and ________________________________________ or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; o b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the ___________________________________________ and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Certification Authority City of Renton x Cowling & Co. LLCCity of Renton City of Renton CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G-2 Certification Regarding Debarment Suspension and Other Responsibility Matters - Primary Covered Transactions I.The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; an D.Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II.Where the prospective primary participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Cowling & Co. LLC 08/29/2022 CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperativeAGREEMENT. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file therequire certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Cowling & Co. LLC 08/29/2022 CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit G-4 Certification of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer’s representative in support of ______________________________________ *are accurate, complete, and current as of ______________________________________________ **. This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing rate AGREEMENT’s between the offer or and the Government that are part of the proposal. Firm: ___________________________________________________________________________ Signature Title Date of Execution __________________________________________________________***: *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g.project title.) **Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. President Cowling & Co. LLC CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ _______________________ . The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ __________________________________. Such insurance coverage shall be evidenced by one of the following methods: •Certificate of Insurance •Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ ___________________________. •Include all costs, fee increase, premiums. •This cost shall not be billed against an FHWA funded project. •For final contracts, include this exhibit ______________________________________________________________________ CAG-22-280 INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Sentinel Insurance Company Ltd. Continental Casualty Company 8/29/2022 USI Insurance Services LLC 601 Union Street, Suite 1000 Seattle, WA 98101 206 441-6300 Select NW Region 877 678-5842 610-362-8530 Select@usi.com Cowling And Co., LLC DBA Widener & Associates 1902 120th PL SE, Suite 202 Everett, WA 98208-6292 11000 20443 AX X X X X 52SBUAE1390 01/28/2022 01/28/2023 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A XX X X 52SBUAE1390 01/28/2022 01/28/2023 2,000,000 A N 52SBUAE1390 WA Stop Gap 01/28/2022 01/28/2023 X 1,000,000 1,000,000 1,000,000 B Professional Liability EEH591907501 02/17/2020 02/17/2023 $2,000,000 per claim $2,000,000 annl aggr. RE: Project #CAG-22, Renton Connector Improvements. The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named insured. City of Renton Attn: Keith Woolley 1055 S. Grady Way Renton, WA 98057 1 of 1#S37170383/M34716736 COWLICOClient#: 1429442 RQSZP1 of 1#S37170383/M34716736 This page has been left blank intentionally. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed theany member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 Permit Written Contract,Written Agreement Or Additional Insureds When Required By BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract,except such operations performed agreement or permit.at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part,or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment; but only unauthorized by you;with respect to their liability for "bodily (c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or Political With respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but "occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury", organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you; or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in theowned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not insame or connecting lots, or premises addition to the Limits of Insurance shown inwhose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 2.Aggregate Limits BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2. Duties In The Event Of Occurrence, additional insured, such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include:non-contributory with the additional (1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company;and (4)Any "executive officer" or insurance (2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additional claim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 Separation Of Insureds Primary Insurance BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 To Other Insurance Primary And Non-Contributory Waiver Of Rights Of Recovery Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency’s Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency’s project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer’s concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include all decisions and descriptions of work, photographs, records of labor, materials, and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant’s alleged design error(s), there are three possible scenarios: •It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. •It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant’s agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. •There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with theirlegal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Step 5 Forward Documents to Local Programs For federally funded projects, all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General’s Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. •If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. •If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement’s scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency’s project manager. The consultant’s claim must outline the following: •Summation of hours by classification for each firm that is included in the claim •Any correspondence that directed the consultant to perform the additional work; •Timeframe of the additional work that was outside of the project scope; •Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and •Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency’s project manager. The project manager will review the consultant’s claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures. CAG-22-280 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised //201 Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s) If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: •Copy of information supplied by the consultant regarding the claim; •Agency’s summation of hours by classification for each firm that should be included in theclaim •Any correspondence that directed the consultant to perform the additional work; •Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costs associate with the additional work; •Explanation regarding those areas in which the Agency does/does not agree with the consultant’s claim(s); •Explanation to describe what has been instituted to preclude future consultant claim(s); and •Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit CAG-22-280