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Home My WebLink AboutContractCAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: CAG-18-114 Does this Require DES filing? ❑ Yes ❑ No Firm/Organization Legal Name (do not use dba's): UNIVERSAL FIELD SERVICES, INC. Address Federal Aid Number 111 Main Street, Suite #105, Edmonds WA 98020 UBI Number Federal TIN or SSN Number 600019563 73-0676799 Execution ate Completion Date q 'Z p (`� 12/31 /2023 1099 FoA Required Federal Participation ❑ Yes ❑i No Yes ❑ No Project Title S. Wells and S. Williams Avenues Conversion (TIP #8, 2018-2023) Description of Work Provide turn -key Right of Way Acquisition Services to include: Real Property Valuation (Appraisal, Appraisal Review, AOS worksheets) and Acquisition Negotiation Services through ROW Certification with WSDOT. ❑ Yes % ❑i No DBE Participation Maximum Amount Payable: $40,627.00 ❑ Yes % No MBE Participation ❑ Yes % ❑i No WBE Participation ❑ Yes % Q No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents cz�mihit 11 Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 11 Revised 41412016 THIS AGREEMENT is made and entered into as shown in the "Execution Date" on page one (1) in the heading of this AGREEMENT, between the CITY OF RENTON, WA hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work" section 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 and conditions contained herein, or attached and incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows: I. Description 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. If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will submit such corrections to the AGENCY within ten (10) days of receipt of the AGENCY'S request. II General Requirements CONSULTANT shall, at all times, comply with all applicable federal, state and local laws, codes, ordinances, rules, regulations, decrees, directives, guidelines, etc., (together "Laws") which may impact or apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are modified or are enacted during the term of this AGREEMENT. III. Period of Performance This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in "Execution Date" in the heading of this AGREEMENT on page one (1) and shall be completed on the date shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided herein. Upon completion or termination of this AGREEMENT, the CONSULTANT shall turn over all documents, records and file materials to the AGENCY. IV. 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). Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 11 Revised 41412016 A. Hourly Rates: 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. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement 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 acknowledgement, to 180 days following the CONSULTANT's fiscal year end (FYE) date. The accepted negotiated hourly rates, 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 initial twelve (12) month negotiated hourly rates, as shown on Exhibits "D" and "E", will remain in effect for the next 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 hourly rates that will be applicable for the next twelve (12) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement 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 new hourly rates, the AGENCY may perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings may be used to establish the new hourly rates that will be applicable for the next twelve (12) month period. The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life of the AGREEMENT. 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 fixed fee (profit) percentage. If the classification ranges (Actuals not to Exceed Table) are utilized, the CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee within the appropriate classification ranges. B. 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 AGENCY, Washington State Department of Transportation (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 AGENCY upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 11 Revised 41412016 C. 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, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements 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. E. 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 the 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. F. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY, the State, 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. V. Compensation The CONSULTANT shall be paid $40,627.00 for all SERVICES and expenses under this AGREEMENT, provided that the total reimbursement under this AGREEMENT shall not exceed $40,627.00 . Such payment shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 11 Revised 41412016 specified in Section XVII "Special Provisions." The CONSULTANT'S invoice shall include: the project title, description of the services rendered, and the dates worked. VI. Records and Accounts The CONSULTANT and any authorized sub -consultant, or any other person or firm, shall keep detailed records relating to the charges made and expenses incurred for work required by this AGREEMENT. The CONSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection by representatives of the AGENCY, the State, and the United States, at the office of the CONSULTANT. The CONSULTANT shall include in any sub -consultant agreement/contract or any agreement/contract with any person or firm a provision requiring such sub -consultant, person, or firm to make its financial records available for inspection by the AGENCY in accordance with this provision. The accounting record referred to in the preceding paragraph shall be available for inspection during normal business hours and shall be retained by the CONSULTANT or sub -consultant, or any other person or firm, for a period of three (3) years following final payment from the AGENCY to the CONSULTANT with the following exception: if any litigation, claim, or audit is started before the expiration of the three (3) year retention period, the records shall be retained until all litigation, claim, or audit findings involving the records have been resolved. The CONSULTANT further agrees that any duly authorized representative of the AGENCY, the State or of the United States, in the official conduct of its business shall have access to and the right to examine any directly pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involving the SERVICES provided under the terms of this AGREEMENT at any time during normal business hours during the life of this AGREEMENT and for three (3) years after the date of the final payment under this AGREEMENT. An 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. VII. Performance of Services In the performance of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all applicable AGENCY regulations, State and Federal laws, regulations and procedures. 1. Non -delegation The SERVICES to be furnished under the terms of this AGREEMENT shall be performed by the CONSULTANT and the CONSULTANT'S bona fide employees, and shall not be delegated to any other person or firm. 2. Subcontracting The CONSULTANT shall not hire sub -consultants or any other person or firm to provide SERVICES under this AGREEMENT except pursuant to a revision of this AGREEMENT as authorized in Section XVIII "Modification of Agreement." All applicable portions of this AGREEMENT shall be contained in the subcontract between the CONSULTANT and its sub-consultant(s). The CONSULTANT shall remove any employee from assignment to perform SERVICES under this AGREEMENT immediately upon receipt of written request to do so from the AGENCY. Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 11 Revised 41412016 The CONSULTANT warrants that, if it is full or partially employed by any public agency other than the AGENCY, its acceptance of this AGREEMENT is with the consent of such agency; that the CONSULTANT shall spend no time in the performance require in this AGREEMENT during which time the CONSULTANT should normally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not interfere with any obligations the CONSULTANT may have to such agency. VIII. Employment and Organizational Conflict oflnterest 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 AGREEMENT, 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 AGREEMENT. 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. The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting its employees and the rules and regulations issued there under; and shall save the AGENCY free, clear and harmless from all actions, claims, demands and expenses arising out of said Act and any rules and regulations that are or may be promulgated in connection therewith. The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income or any other form of taxes, fees, licenses, excises, or payments required by any Federal or State legislation which are now or which may be enacted during the term of this AGREEMENT as to all the CONSULTANT'S employees, and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this AGREEMENT. The CONSULTANT shall comply with the WSDOT'S Organizational Conflict of Interest Policy, WSDOT Manual 3043, and revisions thereto http://www.wsdot.wa.gov/Publications/Manuals/M3043.htm, and its requirements for employees, the CONSULTANT firm and any entities created to do business with the AGENCY. Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 11 Revised 41412016 IX. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest, agrees as follows: Compliance with Laws and Regulations The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, hereinafter referred to as the "REGULATIONS", which are herein incorporated by reference and made a part of this AGREEMENT. The CONSULTANT shall comply with the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto. 2. Nondiscrimination The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of any sensory, mental, or physical handicap unless based upon a bona fide occupational qualification, in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitation for Sub -consultants, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential sub -consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to nondiscrimination on the above grounds. 4. Information and Reports The CONSULTANT shall provide all information and reports required by the REGULATIONS; or directives issued pursuant thereto, and shall permit access to its books, records, accounts or other sources of information, and its facilities as may be determined by the AGENCY or the Federal Highway Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refused to furnish this information, the CONSULTANT shall so certify to the AGENCY, WSDOT, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance In the event of the CONSULTANT's noncompliance with the discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or (2) cancellation, termination, or suspension of this AGREEMENT in whole or in part. Incorporation of Provisions The CONSULTANT shall include the provisions of paragraphs 1 through 6 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 11 Revised 41412016 enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY and / or WSDOT; and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. X. Termination 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 which, when added to any payments previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid for any authorized extra work completed. 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 the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 11 Revised 41412016 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. 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 subjected 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. XIL Legal Relations The CONSULTANT, any sub -consultant, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, and regulations applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY against and hold harmless the STATE and AGENCY from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and / or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and / or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and / or AGENCY may be legally liable, the 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 -consultants, subcontractor and vendor, of any tier. Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 11 Revised 41412016 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 SERVICES 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 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's 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 professional liability to the AGENCY, including that which may arise in reference to Section XIV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or one million dollars ($1,000,000.00), whichever is greater. In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees or its agents against the STATE and / or 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. XIII. Independent Contractor The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its employees and any authorized sub -consultants, or any other person of firm, shall not be deemed the employees of the AGENCY for any purpose. XIV. Insurance The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, insurance with companies or through sources approved by the STATE Insurance Commissioner pursuant to Title 48 RCW. It is the CONSULTANT'S responsibility to provide evidence of continuing coverage during the overlap periods of the policy and the AGREEMENT. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. XV. Confidentiality The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES. Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall not discuss or otherwise exchange information with such other CONSULTANT. Agreement Number: CAG-18-114 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 11 Revised 41412016 The project for which the SERVICES of the CONSULTANT are required may involve litigation of claims against or brought by the STATE and l or AGENCY. Subject to Washington's Public Records Act (RCW ch. 42.17 et, al.) all information developed by the CONSULTANT and all information made available to the CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be confidential as between the CONSULTANT and the AGENCY. Such information shall not be revealed by the CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY. The confidentiality of such information will survive the completion of work under this AGREEMENT and/or the termination of this AGREEMENT. The SERVICES to be performed under this AGREEMENT do not include SERVICES as an expert witness; in the event of the commencement of litigation, SERVICES as an expert witness will be the subject of a separate AGREEMENT. XVI Applicability of Law This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of Washington shall govern the interpretation and application of its provisions. Venue for any suits between the CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XVII. Special Provisions XVIII. Modification of Agreement This AGREEMENT, or any provision thereof, may be modified or amended only by express written AGREEMENT revision properly signed by all parties. This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the State of Washington unless and until accepted and approved hereon in writing for the AGENCY's authorized representative. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" in the heading on page one (1) of this AGREEMENT. ®'--, By t By 41 '0 -111111m0" Title Vice President ! NW Region Title Mayor De S Law "",, dRATED S \ " Date) _ ATTEST: a A1,4 �p Ja on A. t th, C' y Clerk Agreement Number: Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Revised 41412016 CAG-18-114 Page 11 of 11 Exhibit A Scope of Work Project No. CAG-18-114 See attached Exhibit A - Scope of Work Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 1013012014 August 21, 2018 UNIVERSAL EXHIBIT A •�a••-a Scope of Work - Right of Way Acquisition Services S. Wells and S. Williams Avenues Conversion (TIP #8, 2018 — 2023) It is assumed federal funds are allocated to the project. Therefore, to preserve the City of Renton's (City) continued eligibility for federal funds, Universal Field Services (UFS) will complete all Right of Way Acquisition activities according to the City's current WSDOT approved Right of Way Acquisition policies and procedures, WSDOT's Local Agency Guidelines - Section 25, and the federal Uniform Relocation Assistance and Real Property Acquisitions Policies Act (URA). This scope of work and related fee estimate is further based on the following items and assumptions. Deviations from the comments and assumptions below could have an impact on ROW Cost and Schedule. a) Discussions with City staff during the procurement process. b) Review of preliminary design schematic exhibit dated March 16, 2018 provided by the City. c) Review of limited public on-line ownership information. d) Right of Way Plans have not been provided. e) There are no residential / business occupants or personal property displaced by the project. f) Property owners will not request an Appraisal when qualifying Administrative Offers are presented. g) Appraisal and Appraisal Review reports are not required. h) City will use its right of eminent domain if necessary to acquire real property. i) Meeting with City staff on August 10, 2018. The affected tax parcels and the real property rights to be acquired from each are shown in Table A below. Additional parcels or real property rights required other than those shown in said table will require an amendment to this scope of work and related fee estimate. Right of Way Acquisition Tasks: A. Title / Ownership Review — It is assumed the City will provide title reports for all impacted properties. In many cases, the project designer secures title reports early on for use in developing base mapping for project design to avoid improvement conflicts during project design. If requested, UFS will order title reports and or any updates and title supplements. Upon receipt of title reports, UFS staff will conduct initial reviews of each report to assess future complications at closing and potential conflicts from utility encumbrances, etc., that may pose obstacles or delays to the acquisition closing process. A Parcel Title Summary Memo's for each tax parcel will be developed listing encumbrances and exceptions with recommendations to the City on how to resolve each. In lieu of title reports, a "Last Deed of Conveyance" is usually sufficient to confirm the correct parties of ownership for those parcels requiring only Temporary Construction Easements. Deliverable: • Prepare Parcel Title Summary Memo listing ownerships, title exceptions, etc. (6 each) B. Preparation and Administration - UFS will attend a kick off meeting with City staff and its design consultant to obtain further project background and available contact information for the property owners, along with any additional information that will assist in the right of way acquisition process. UFS will also attend up to three (3) progress meetings and provide up to six (6) monthly progress and tracking reports when invoicing. 1 of 5 August 21, 2018 If requested, UFS will provide sample templates for all acquisition documents to the City for review. The City's acquisitions documents will be used if made available. All forms and notices will comply with City's standards and in accordance with statutory requirements. UFS will maintain acquisition records in accordance with statutory, regulatory and policy requirements. We anticipate legal descriptions for all the real property rights to be acquired will be provided by the City. Note: Legal descriptions are not required for Temporary Construction Easements if the City chooses not to record the document with King County. UFS staff will prepare parcel files for negotiations to include fair offer letters, recording and ancillary documents, a standard diary form indicating all contacts with owner(s), and other items necessary for negotiations. Deliverables: • Attend Project Kickoff Meeting — City office • Attend three (3) Progress Meetings — City office • Provide six (6) Monthly Progress Reports • Coordinate City approval of Acquisition forms for project use • Prepare parcel acquisition files for negotiations C. Project Funding Estimate — Upon Notice to Proceed from the City, UFS will subcontract and manage completion of the Project Funding Estimate (PFE) through our state licensed and WSDOT approved appraiser. The PFE will be prepared in accordance with the City's approved Right of Way Acquisition procedures, and WSDOT's Local Agency Guidelines — Section 25 (Right of Way Procedures). The four (4) tax parcels plus two (2) placeholder parcels shown in Table A below will be included in the PFE. Generally, the PFE is a tool to be used for confirming estimated Right of Way costs and primarily for consideration of utilizing the Appraisal Waiver process when the estimated amount of just compensation to property owners is at or below the City's approved Appraisal Waiver limit of $25,000 and when the acquisition is uncomplicated. UFS will coordinate submittal of the completed PFE to WSDOT for review. As part of the PFE, individual parcel worksheets will be prepared to estimate the amount of just compensation using comparable sales data determined by the appraiser and information obtained from Right of Way plans. All PFE parcel worksheets will be combined into a project summary worksheet for review by the City. For those parcels that qualify for the Appraisal Waiver process, the individual parcel worksheets described above will be converted to Administrative Offer Summary (AOS) worksheets in -lieu of Appraisals. Offers to property owners that are based on AOS worksheets are considered Administrative offers. Deliverables: • Project Funding Estimate (PFE). D. Relocation Plan — It is assumed there are no residential occupants, business occupants, or personal property displaced by the project. Therefore, relocation assistance and advisory services are not required or included in the scope of work. If later it is determined relocation services are needed, UFS will coordinate with the City and prepare a Relocation Plan with the intent to comply with the City's WSDOT approved Right of Way Acquisition procedures. Relocation Assistance and advisory services will require an amendment to this scope of work and related fee estimate. Deliverable: N/A 2 of 5 August 21, 2018 E. Appraisal / Appraisal Review / AOS Worksheets — Upon completion of the PFE, results will be discussed with the City in consideration of the appraisal waiver limits to determine which parcels may require Appraisals, Appraisal Reviews or Administrative Offer Summary (AOS worksheets. With the City's written authorization, UFS will subcontract and manage the real property valuation process with WSDOT approved and state licensed Appraisers. The Appraisal report and AOS worksheets will be prepared in accordance with the Uniform Standards of Professional Appraisal Practices, Washington State Department of Transportation (WSDOT) Local Agency Guidelines, and current WSDOT Right of Way Manual. According to City staff, the following are the assumed valuation types for the real property rights to be acquired under this scope of work. It is assumed the estimates of just compensation for the AOS parcels will be uncomplicated and fall below the City's WSDOT approved Appraisal Waiver limit. Right of Way Plans are not available. ■ Complete one (1) Appraisal to acquire Fee Simple or a Permanent Roadway / Utility Easement from one tax parcel. ■ Complete one (1) Appraisal Review to acquire Fee Simple or a Permanent Roadway / Utility Easement from one tax parcel. ■ Complete three (3) AOS worksheets to acquire Temporary Construction Easements from three separate tax parcels. ■ Assume two (2) additional AOS worksheets as may be needed from two separate tax parcels for budget purposes. Note: Administrative Offers — AOS worksheets in lieu -of Appraisals are considered Administrative offers. For those AOS offers up to $10,000 or less, property owners will be informed the offer is not based on an Appraisal. For offers exceeding $10,000 and less than $25,000, property owners will be informed if the offer is not based on an Appraisal and that one will be prepared if requested. If the property owner elects, an appraisal report together with a corresponding appraisal review report must be completed and a revised offer considered. This requirement may have an impact on the approved right of way budget and project schedule. UFS staff to attend the appraisal inspection to ensure the property owner understands the real property rights being appraised; to ascertain what is personal property and real property, and to help build the trust and rapport needed to assist in reaching amicable agreements. Property valuations to exclude specialty studies including: hazardous materials research and testing, septic system modification / replacement, demolition costs, estimating (ESA Phase 1, 2, or 3), parking modification estimates, equipment appraisals, etc. Completed Appraisal, Appraisal Review and AOS worksheets will be submitted to the City for written approval establishing the amounts of Just Compensation to be offered each property owner. Deliverables: • One (1) Appraisal • One (1) Appraisal Review • Up to five (5) Administrative Offer Summary (ADS) worksheets F. Present Offers / Negotiations— Upon receipt of written approval from the City establishing the amounts of just compensation, UFS staff will prepare each offer package and promptly present offers to purchase all the required real property interests from those property owners shown in Table A below and negotiate in good faith to reach a settlement with each. 3 of 5 August 21, 2018 Negotiations will be conducted in accordance with statutory and regulatory requirements and will include: Coordinate administrative settlement approvals with the City; Negotiate as necessary with lien holders, assisting escrow in the closing process; Prepare and maintain parcel files to include: fair offer letters; acquisition documents; a standard diary form indicating all contacts with owner(s); and other items necessary for negotiations. Offers will be presented in person when at all possible. Negotiations shall not be deemed to have failed until at least three significant meaningful contacts have been made and documented with each owner and/or their representative through direct personal contacts. Out -of -area owner(s) will be contacted by telephone and by certified mail. If negotiations reach an impasse, UFS shall provide the City with written notification and submit the acquisition file to the City's legal staff for mediation or filing of the condemnation action. As an alternative and subject to City approval, UFS will attempt to secure: design modifications to accommodate property owner concerns; Administrative Settlements; or Voluntary Possession and Use Agreements allowing the project to move forward, on schedule while allowing the property owner additional time to negotiate. The filing and cost of condemnation proceedings shall be the responsibility of the City. Deliverables: • Acquisition Negotiation services with owners of the separate tax parcels as shown in Table A below. G. Relocation — It is assumed there are no residential occupants, business occupants, or personal property displaced by the project. Therefore, relocation assistance and advisory services are not required or included in the scope of work. If later it is determined relocation services are needed, UFS will coordinate with the City and provide Relocation Assistance and Advisory services with the intent to comply with the City's WSDOT approved Right of Way Acquisition procedures. Relocation Assistance and Advisory services if needed will require an amendment to this scope of work and related fee estimate. Deliverable: N/A H. Parcel Closing / Escrow — UFS will provide advisory assistance to the City in determining the most appropriate method of closing each transaction. Subject to the City's title clearing policy and based upon assessment of risk, the closing of a parcel file may be completed in-house rather than through a title / escrow firm. Prior to sending a settled acquisition file to the City for payment and closing, Universal will request an update on each title report, if any, from the designated Title Company to ensure title has not changed and new encumbrances have not been recorded. Once City approval is received for payment and closing, the documents will be forwarded to Title/Escrow for closing and recording with King County. If required, UFS will work with the Title/Escrow Company in order to obtain release documentation from the encumbrance(s) of public record that are not acceptable to the City in order to provide clear title to the real property rights acquired. Deliverable: • Four (4) completed original parcel acquisition files. • Two (2) completed original parcel acquisition files — placeholder parcels for budget purposes. 4 of 5 August 21, 2018 1. Right -of -Way Certification — Provide certification advisory review services. This will include assistance in preparation of a Right of Way Certification document and being available to WSDOT's Local Agency Coordinator during file reviews. All files will be prepared and completed to the satisfaction of a WSDOT right of way file review. Deliverable: • Right of Way Certification form for City submittal to WSDOT 1W G N C M M o C CL > ti No. Tax Parcel No. Owner in Z f° -0 E c. 2 E a o Z f0 v a LL E 0 a w E 0 U1 CU o w O +' v a` n F U 1 723150-1979 US Bank Corporate Properties (2)X AOS 2 723150-1940 First Savings Bank Northwest X AOS 3 723150-1135 Fletcher, Michael & Linda X AOS 4 723150-1770 United States Post Office X See Note 2 AR 5 TBD TBD — For Budgeting Purposes X AOS 6 TBD TBD — For Budgeting Purposes X AOS Notes: 1) AR (Appraisal / Appraisal Review) / AOS (Administrative Offer Summary) worksheet 2) Post Office may only convey a Permanent Roadway Easement City will provide the following: 1. Preliminary Commitments (Title Reports) for the parcels shown in Table A above. If requested, UFS will order title reports or any updates. The title company will bill -the City directly for each report. For those parcels requiring Temporary Construction Easements only, last deeds of conveyance in -lieu of title reports are acceptable. 2. Approve designation of the escrow company used for this project. The escrow company will bill the City directly for all escrow services provided. 3. Right of Way Plans and Drawings, Maps, Exhibits, Right of Way Staking, etc., as necessary. 4. Legal descriptions in electronic format for all real property rights to be acquired. Legal descriptions are not required for Temporary Construction Easements if not recorded. 5. Form approval, in electronic format, of all legal conveyance documents prior to use (i.e. offer letters, purchase and sale agreements, escrow instructions, easements, deeds, leases and permits). 6. Review and approval of all determinations of value estimated by the project appraisers, and provide written authorization prior to offers being made to property owners. 7. Payment of all compensation payments to property owners, recording fees, legal services and any incidental costs which may arise necessary to complete each transaction. 8. Contact information for each property owner, if available. 5 of 5 Exhibit B DBE Participation There are no required DBE goals for this agreement Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit 8 Page 1 of 1 Revised 1013012014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data B. Roadway Design Files C. Computer Aided Drafting Files Not Applicable Not Applicable Not Applicable Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 1013012014 D. Specify the Agency's Right to Review Product with the Consultant Agency has right to review Consultants work products upon request E. Specify the Electronic Deliverables to Be Provided to the Agency Consultant will provide Agency all files as requested F. Specify What Agency Furnished Services and Information Is to Be Provided Agency will provide all services and information as detailed in the Scope of Work - See Exhibit A. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 1013012014 II. Any Other Electronic Files to Be Provided As mutually agreed upon between Consultant and Agency III. Methods to Electronically Exchange Data Data will be transfered via email; FTP sites; thumb drives and other appropriate methods. WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 1013012014 A. Agency Software Suite Microsoft Office (Word, Excel, Outlook, etc.) B. Electronic Messaging System Email (MS Outlook) C. File Transfers Format Files will be copied to compatible media such as thumb drives, flash drives, FTP, etc. WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 1013012014 Exhibit D Prime Consultant Cost Computations See attached Exhibit D Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 1013012014 August 21, 2018 EXHIBIT D Universal Field Services, Inc. City of Renton S. Wells and S. Williams Avenues Conversion (TIP #8, 2018-2023) Right of Way Services - Fee Estimate DIRECT SALARY COSTS (DSCI Personnel Hours Rate Cost 1 ROW Oversight 15.0 X $59.00 $ 885 2 Project Manager 52.0 X $50.00 = $ 2,600 3 Senior Acquisition Specialist 228.0 X $44.00 = $ 10,032 4 Title / Escrow Specialist 42.5 X $32.00 = $ 1,360 5 Sr Administrative Specialist 41.0 X $28.00 = $ 1,148 Total Hours 378.5 Subtotal Direct Salary Costs (DSC) _ $ 16,025 Overhead (OH) 58.48% $ 9,371 Fixed Fee (FF) 30% $ 4.808 TOTAL DSC = $ 30.204 DIRECT NONSALARY COSTS (DNSC) Mileage 2300 miles @ $ 0.545 $ 1,254 Miscellaneous Expenses (see note 4 below) $ 500 TOTAL (DNSC) _ $ 1,754 SUBCONSULTANTS Project Funding Estimate (includes 6 separate tax parcels - 2 are placeholders) $ 5,100 AOS worksheets (5 each - included with PFE cost) $ - Appraisals 1 each $ 2,500 Appraisal Reviews 1 each $ 900 2% Admin (B&O Taxes, etc.) $ 170 TOTAL SUBCONSULTANT FEES = $ 8,670 TOTAL ESTIMATE AMOUNT = $ 40,627 Notes: 1.) Universal reserves the right to re -negotiate estimate total if Notice to Proceed not provided within 180 days from the date of this estimate. 2.) Mileage to be billed at $0.545 per mile or the approved IRS rate at the time mileage is incurred. 3.) See Table A in the Scope of Work for list of parcels impacted. 4.) Reimbursable miscellaneous expenses including but not limited to: mapping, photos, postage, parking, printing, ferry fees, etc., at cost - no markup. 5.) This fee estimate is based on Universal's Scope of Work dated August 21, 2018. 6.) Assume federal funds are participating in the Project. 1 of 2 August 21, 2018 EXHIBIT D Universal Field Services, Inc. City of Renton S. Wells and S. Williams Avenues Conversion (TIP #8, 2018-2023) Right of Way Services - Fee Estimate Parcel Information Propert r Ri hts to be Acquired Valuation Acquisition Partial Perm Temporary Type No. Tax Pcl No. Owner Fee Roadway Construction (See Note f Simple Easement Easement Below) 1 3 3.5 4 1 723150-1979 US Bank Corporate Properties_ x AOS 300 2 723150-1940 First Sevin s Bank Nonhwest - - _ -- x AOS 1 3 _30 30 3 5 _ 4 _ 300 3 723150-1135 Fletcher, Michael &Linda x AOS 1 3 30 3.5 4 300 _ 4 _7.23.150-1770 _ United States Post Office x sea Note 2 AR 1 1 -- 1 6 3 3 60 � 30 30 6 3.5 3.5 6 i[ 4 4 _300 3_00 300 5 ___ _ TBD .TBD-Plecehalder _ _ firtiudgetlogpraposes - --- - ___ - x _ -AOS_ 6 TBD TBD•Placehok/er for b � sea _-__ x____. -AOS Attend Kick Off Meeting 4 4 4 0 0 100 Attend three 3 Progress Meetings - City Office / Conference Call if Preferred 0 12 8 0 0 300 Provide six (6) Monthly Progress reports 0 3 3 3 3 0 Coordinate approval of Acquisition forms and documents with City sta 1 2 0 � 2 2 0 Pre are six 6 Parcel Title - imary Memo's 0 0 0 12 1 0 0 _. _. _.. Subcontract with and manage Appraisal sub-consultan 2 2 0 0 2 0 Provide in ut to Ann— raiser to com lete PFE S immary Shee - 2 2 0 0.5 , 0 0 Assist City with KUvv Certification through WSDOT 1 0 1 6 3 1.5 8 100 15 52 228 42.5 41 2300 1) AR (Appraisal / Appraisal Review report); AOS (Administrative Offer Summary worksheet). 2) Post Office may only convey a Permanent Roadway Easement 2of2 Exhibit E Sub -consultant Cost Computations See attached Exhibit E-1 (Appraiser) See attached Exhibit E-2 (Review Appraiser) Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 1013012014 EXHIBIT E-1 S 'H H b, August 23, 2018 Mitch Legel, SR/WA Vice -President Universal Field Services, Inc. 111 Main Street, Suite 105 Edmonds, WA 98020 e-mail: mlegel@ufsrw.com RE: City of Renton Wells Ave & Williams Ave Conversion Dear Mr. Legel: Per your recent correspondence, our firm can supply you with appraisal services concerning the above mentioned right-of-way project. It should be noted that right of way plans are not yet available; therefore, specific details regarding the project cannot be identified. From discussions with you and through general mapping supplied, there are six potential larger parcels in the project that will be encumbered with temporary construction easements. One of the six parcels currently owned by the United States Post Office will also require either a partial Fee Simple or Permanent Easement for public roadway or utility purposes. As of this date, it is unknown if any landscaping or site improvements will be impacted as part of the project. Therefore, this estimate is based on the assumption that there are minimal impacts to the properties to be addressed. If upon completion of right of way plans it is determined that the impacts are greater than identified, a revision will be required to this proposal. As part of this project it is my understanding that a project funding estimate will be required. This estimate acts as a budgetary tool, and is used to roughly estimate the costs of the project for such items as compensation to property owners, negotiation, and relocation where needed, possible court costs, and appraisal costs (including reviews). If the estimate indicates compensation of $25,000 or less for an individual parcel and/or the appraisal problem is not complicated, an Administrative Offer Summary sheet would be 6419 Lakewood Drive West J Tacoma, Washington 9846/ 1 p. 253,564,3230 1 f. 253.564,3143 used instead of an appraisal, for negotiation purposes. It is my understanding based on the preliminary information provided that we are to assume that five of the parcel acquisitions can be completed through Administrative Offer Summaries as they pertain only to temporary construction easements for driveway reconnections. The Post Office property is assumed to require a before/after appraisal. The format of the appraisals will follow USPAP requirements and WSDOT guidelines. Based on this initial description of the scope of work required for this assignment, the fee to complete the project funding estimate and the subsequent Administrative Offer Summaries is $850 per parcel (total $5,100); with an additional amount of $2,500 for the anticipated appraisal for assessor's parcel 723150-1770. This equates to a total fee of $7,600. The project funding estimate requires the appraiser to obtain comparable data appropriate for determining the compensation to be offered to a property owner. Because of the timeliness of comparable data used and the fluctuations in market value over time, the above quoted fees are only relevant if the Administrative Offer Summaries and appraisal are completed within six months of the completion of the project funding estimate. Additional fees may be warranted if the Administrative Offer Summaries and/or the appraisal are completed after the six month time frame. The time frame to complete the project funding estimate is sixty days from the date of engagement, assuming that all of the information necessary to complete the assignment is available in a timely manner. It is noted that these fees do not include any other experts that may be needed in the appraisal process. An example would be "cost to cure" items if needed (onsite drainage, parking mitigation, sign relocation, etc.) as the result of the acquisitions. The above fees also do not include any additional work outside of the appraisal process, including conference meetings and/or the preparation for potential condemnation. Work completed outside of the appraisal process will be billed separately at $275 per hour. Sincerely, tj,* Barbro A. Hines, MAI, SRA EXHIBIT E-2 R.F. DUNCAN & ASSOCIATES INC. A P P R A I S E R S & C O N S U L T A N T S I N R E A L E S T A T E August 21, 2018 Mitch Legal, SR/WA, Vice President Universal Field Services, Inc. 111 Main St. Suite 105 Edmonds, WA 98020 RE: City of Renton; S. Wells and S. Williams Avenues Conversion (TIP #8,2018-2023); 1 Appraisal Review Dear Mr. Legal: My proposal to provide a WSDOT compliant review appraisal for the above referenced project is a fee of $900 with a delivery of 1 week from receipt of the appraisal This fee is at my usual charge of $150 per hour, which is the rate I charge my best clients, and it includes all of my charges, costs, taxes, and expenses. My deliverable will be a signed narrative appraisal review report for the larger parcel (Review Certificate) that I will personally write and sign. My appraisal review reports will meet or exceed all City of Renton, state, federal, WSDOT, USPAP, RCO, and TIB requirements. Thank you for the opportunity of bidding on this important project. Please contact me if you have any questions. Sincerely, r Richard F. Duncan, MAI RF Duncan and Associates, Inc. TELEPHONE (360) 951-8258 • FAx (360) 867-1059 P.O. Box 12300. OLYMPIA, WASHINGTON 98508 Exhibit F Title V/ Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 1013012014 Exhibit G Certification Documents Exhibit 6-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Renton, WA Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G-I(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Universal Field Services, Inc. whose address is 111 Main Street, Suite 105, Edmonds, WA 98020 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); 1 acknowledge that this certificate is to be furnished to the City of Renton, WA 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. Universal Field Services, Inc. Consultant (Firm Name) Signature (Authorizec�6fficial of Consultant) WSQOT Form 140-089 EF Exhibit G Revised 1013012014 Date Agreement Number: CAG-18-114 Page 1 of i Exhibit G-1(b) Certification of City of Renton, WA I hereby certify that I am the: ✓❑ "Certification Acceptance Authority (CA)" ❑ Other of the City of Renton, WA , and Universal Field Services, Inc. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Si ature Date Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application 1 proposal had one or more public transactions (Federal, State and local) terminated for cause or default. 1I. 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. Universal Field Services, Inc. Consultant (Firm Name) Signature (Authorized OffidaFConsuftant) Date Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certify and disclose accordingly. Universal Field Services, Inc. Consultant (Finn Name) f Signature (Authorized Offid�*Consultant) Date Agreement Number: CAG-18-114 W8DOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section I 10 1 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 CAG-18-114 * are accurate, complete, and current as of August 21, 2018. 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. Finn: Universal Field Services, Inc. Signature Date of Execution***: Vice President I NW Region Title *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) **Insert the day, montit, and year, when price negotiations were concluded and price AGREF,MWF was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: CAG-18-114 WSUOT Farm 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit H Page 1 of 1 Revised 1013012014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit I Page 1 of 2 Revised 1013012014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit I Page 2 of 2 Revised 1013012014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 1013012014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: CAG-18-114 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 1013012014