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HomeMy WebLinkAbout5283Contract Number: Vendor: Sub�ect: Department: Fzle Class: Begin Date End Date: Review Date: Vault Date: 5283 PAR.AMETRIX, INC. BVR and LFR Pavement Preservation Engineering LEG 12-1 9/26/2013 10/31/2013 1/1/2014 Comments: � Local Agency �nsultanUAddress/Telephone Parametnx, Inc Stanclard Consultant 4660 Krtsap Way, Surte A Agreement Bremerton, WA 98312 ATTN David Dinkuhn 360-377-0014 � Architectural/Engmeenng ` ❑ Personal Services A reeme t Number �4� Pro�ect Title And Work Description Federal Aid Number Belfair Valley Road and Lake Flora Road - Pavement Preservation Work activities associated with complerion of a Agreement Type (Choose one) Contract Document includmg Special Provisions ❑ Lump Sum and Cost Eshmate necessary to bid the Belfair Lump Sum Amount $ Valley Road Overlay Pro�ect � Cost Plus Fixed Fee Overhead Progress Payment Rate % Overhead Cost Method DBE Participation ❑ Actual Cost ❑ Yes � No % Federal ID Number or Social Secunty Number ❑ Actual Cost Not To Exceed % 91-0914810 � Fixed Overhead Rate 194 70 % Do you require a 1099 for IRS� Completion Date Fixed Fee $ 312 28 ❑ Yes � No ❑ Specific Rates Of Pay Total Amount Authonzed $ 5,113 76 ❑ Negotiated Hourly Rate Management Reserve Fund $ ❑ Prowsional Hourly Rate ❑ Cost Per Unit of Work Maximum Amount Payable $ 5,113 76 Index of Exhibits (Check all that apply): � Exlubit A-1 Scope of Work ❑ Exhibit A-2 Task Order Agreement ❑ E�ib�t B-1 DBE Utilizat�on Certificat�on � Exh�b�t C Electromc Exchange of ❑ Eachib�t D-1 Payment - Lump Sum � E�chib�t D-2 Payment - Cost Plus ❑ Exhib�t D-3 Payment - Hourly Rate ❑ Exhibrt D-4 Payment - Prov�s�onal � Exhib�t E-1 Fee - Lump/Fixed/Urut ❑ Exhib�t E-2 Fee - Spec�fic Rates � Exhib�t F Overhead Cost ❑ Exhibrt G Subcontracted Work ❑ Exlubrt G-1 Subconsultant Fee ❑ E�ubrt G-2 Fee-Sub Spec�fic Rates ❑ Exh�b�t G-3 Sub Overhead Cost � Exhibit H Title VI Assurances � Exhibrt I Payment Upon Ternunat�on of Agreement ❑ Exhibit J Alleged Consultant Design Error Procedures � Exhibrt K Consultant Cla�m Procedures ❑ Exhibit L Liabil�ty Insurance � Exhibit M-1 a Consultant Cert�fication � Exh�bit M-lb Agency Official � Each�bit M-2 Certification - Pnmary � Exlvbrt M-3 Lobbymg Cert�ficat�on � Exh�brt M-4 Pncmg Data Certification ❑ App 31 910 Supplemental S�gnature Page THIS AGREEMENT, made and entered mto th�s �� day of '�(,�'V�, , OW� , between the Local Agency of City of Bremerton , Wash�ngton, heremafter called the "AGENCY" and the above organizat�on heremafter called the "CONSIJLTANT" DOT Fortn 140-089 EF Page 1 of 8 Revised 3/2008 WITNESSETH THAT WHEREAS, the AGENCY desires to accomplish the above referenced pro�ect, and WHEREAS, the AGENCY does not have suffic�ent staff to meet the required commitment and therefore deems rt advisable and des�rable to engage the ass�stance of a CONSULTANT to prov�de the necessary sernces for the PROJECT, and WHEREAS, the CONSULTANT represents that he/she �s an compl�ance w�th the Wastungton State Statutes relatmg to professional reg�strat�on, �f appl�cable, and has s�gmfied a willmgness to furnish Consultmg sernces to the AGENCY, NOW THEREFORE, m cons�derat2on of the terms, cond�tions, covenants and performance conta�ned herem, or attached and mcorporated and made a part hereof, the part�es hereto agree as follows I General Description of Work The work under tivs AGREEMENT shall consist of the above descnbed work and sernces as herem defined and necessary to accomplish the completed work for this PROJECT The CONSiILTANT shall funush all services, labor, and related equ�pment necessary to conduct and complete the work as designated elsewhere m this AGREEMENT II Scope of Work The Scope of Work and pro�ected leve] of effort reqwred for this PROJECT is detailed m Exh�bit "A" attached hereto and by tlus reference made a part of ttus AGREEMENT III General Requirements All aspects of coordmation of the work of tivs AGREEMENT w�th outside agencies, groups, or md�viduals shall receive advance approval by the AGENCY Necessary contacts and meetmgs wrth agencies, groups, and/or mdividuals shalt be coordmated through the AGENCY The CONSULTANT shall attend coordmation, progress and presentahon meetmgs wrth the AGENCY and/or such Federal, State, Commumty, C�ty or County officials, groups or md�viduals as may be requested by the AGENCY The AGENCY will provide the CONSLTLTANT sufficient nohce pnor to meetmgs!reqwnng CONSiJLTANT panc��pation The mirumum required hours or days not�ce shall be agreed to between the AGENCY and the CONSULTANT and shown m Exhibrt "A " The CONSiJLTANT shall prepare a monthly progress report, m a form approved by the AGENCY, wh�ch w�ll outlme m wntten and graplucal form the vanous phases and the order of performance of the work m sufficient detail so that the progress of the work can easily be evaluated The CONSULTANT, and each SUBCONSULTANT, shall not discnmmate on the bas�s of race, color, national ongm, or sex m the performance of tlus contract The CONSiJLTANT, and each SUBCONSiJLTANT, shall carry out applicable requ�rements of 49 CFR Part 26 m the award and admm�stration of USDOT-assisted contracts Fa�lure by the CONSULTANT to carry out these requ�rements �s a matenal breach of this AGREEMENT that may result m the termmahon of ttus AGREEMENT Partic�pation for D�sadvantaged Busmess Enterpnses (DBE), if required, per 49 CFR Part 26, or partic�pat�on of Mmonty Busmess Enterpnses (MBE), and Women Busmess Enterpnses (WBE), shall be shown on the headmg of this AGREEMENT If D/M/WBE firms are util�zed, the amounts authonzed to each firm and their certificat�on number will be shown on Exh�b�t "B" attached hereto and by th�s reference made a part of th�s AGREEMENT If the Pnme CONSLTI.TANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulat�on outlmed m the AGENCY'S "DBE Program Part�cipat�on Plan" The mandatory DBE partic�pation goals ofthe AGREEMENT aze those establ�shed by the WSDOT'S Highway and Local Programs ProJect Development Engmeer m consultat�on w�th the AGENCY All Reports, PS&E matenals, and other data furn�shed to the CONSiJLTANT by the AGENCY shall be returned All electromc files, prepared by the CONSiJLTANT, must meet the requ�rements as outlmed m Exh�brt "C " All des�gns, drawmgs, specificahons, documents, and other work products, mcludmg all electromc files, prepared by the CONSIJLTANT pnor to completion or termmat�on of this AGREEMENT are mstruments of service for tlus PROJECT, and aze the property of the AGENCY Reuse by the AGENCY or by others, achng through or on behalf of the AGENCY of any such mstruments of service, not occumng as a part of this PROJECT, shall be without l�abil�ty or legal exposure to the CONSULTANT Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begm any work under the terms of tivs AGREEMENT until authonzed m wntmg by the AGENCY All work under this AGREEMENT shall be completed by the date shown m the headmg of tivs AGREEMENT under completion date The establ�shed complehon time shall not be extended because of any delays attnbutable to the CONSiJLTANT, but may be extended by the AGENCY m the event of a delay attnbutable to the AGENCY, or because of unavo�dable delays caused by an act of GOD or governmental actions or other condihons beyond the control of the CONSULTANT A pnor supplemental agreement issued by the AGENCY �s requ�red to extend the established complet�on t�me ' V Payment Provisions The CONSLJLTANT shall be paid by the AGENCY for completed work and sernces rendered under tlus AGREEMENT as provtded m Exh�brt "D" attached hereto, and by reference made part of this AGREEMENT Such payment shall be full compensat�on for work performed or sernces rendered and for all labor, matenals, supplies, equ�pment, and mc�dentals necessary to complete the work The CONSiJLTANT shall conform to all appl�cable portions of 48 CFR Part 31 A post audrt may be performed on tlus AGREEMENT The need for a post audit will be deternuned by the State Aud�tor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager VI Sub-Contracting The AGENCY permits sub-contracts for those �tems of work as shown in Exhibit "G" attached hereto and by this reference made part of tlus AGREEMENT Compensation for this sub-consultant work shall be based on the cost factors shown on Exhib�t "G " The work of the sub-consultant shall not exceed rts max�mum amount payable unless a pnor wntten approval has been issued by the AGENCY All reimbursable d�rect labor, overhead, direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated m the same manner as outlmed m Sect�on V All sub-contracts shall contam all applicable prov�sions of this AGREEMENT W�th respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth m RCW 39 04 250 and RCW 39 76 O11 The CONSULTANT shall not sub-contract for the performance of any work under tlus AGREEMENT without pnor wntten pernussion of the AGENCY No permission for sub-contractmg sha11 create, between the AGENCY and sub- contractor, any contract or any other relat�onsh�p A DBE certified sub-consultant �s required to perform a mm�mum amount of their sub-contracted agreement that �s establ�shed by the WSDOT Highways and Local Programs Pro�ect Development Engmeer m consultation w�th the AGENCY VII Employment The CONSiJLTANT warrants that they have not employed or retamed any company or person, other than a bona fide employee worlcmg solely for the CONSiILTANT, to solicit or secure t}us contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee worlung solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, g�ft, or any other consideratton, contmgent upon or resultmg from the award or makmg of this contract For breach or violahon of this warrant, the AGENCY shall have the nght to annul ttus AGREEMENT without l�abil�ty or, m its d�scret�on, to deduct from the AGREEMENT pnce or cons�derat�on or otherw�se recover the full amount of such fee, commiss�on, percentage, brokerage fee, g�ft, or contmgent fee Any and all employees of the CONSULTANT or other persons while engaged m the performance of any work or sernces reyuired of the CONSiJLTANT under this AGREEMENT, shall be cons�dered employees of the CONSiJLTANT only and not of the AGENCY, and any and all cla�ms that may anse under any Workmen's Compensat�on Act on behalf of said employees or other persons w}ule so engaged, and any and all claims made by a Page 3 of 8 tlurd party as a consequence of any act or orrvss�on on the part of the CONSULTANT'S employees or other persons wtule so engaged on any of the work or services prov�ded to be rendered herem, shall be the sole obligation and respons�bil�ty of the CONSiJLTANT The CONSiJLTANT shall not engage, on a full- or part-t�me basis, or other basis, dunng the penod of the contract, any professional or techrvcal personnel who are, or have been, at any hme dunng the penod of the contract, m the employ of the Umted States Department of Transportation, or the STATE, or the AGENCY, except regulazly ret�red employees, wrthout wntten consent of the public employer of such person VIII Nondiscrimination Dunng the performance of tlus contract, the CONSiJLTANT, for rtself, rts assignees, and successors m mterest agrees to comply with the followmg laws and regulations T�tle VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Sect�on 2000d through 2000d-4a) Federal-a�d Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilrtat�on Act of 1973 (29 USC Chapter 16 Subchapter V Sect�on 794) Age D�scnmmation Act of 1975 (42 USC Chapter 76 Sechon 6101 et seq ) ; Civil R�ghts Restoration Act of 1987 (Public Law 100-259) Amencan w�th Disabilrt�es Act of 1990 (42 USC Chapter 126 Sect�on 12101 et seq ) 49 CFR Part 21 23 CFR Part 200 RCW 49 60 180 In relat�on to Trtle VI of the Civil Rights Act of 1964, the CONSiJL,TANT is bound by the prov�s�ons of Exhibrt "H" attached hereto and by th�s reference made part of this AGREEMENT, and shall mclude the attached Exlvbit "H" m every sub-contract, mcludmg procurement of matenals and leases of equipment, unless exempt by the Regulat�ons or direct�ves �ssued pursuant thereto IX Termination of Agreement The nght is reserved by the AGENCY to ternvnate this AGREEMENT at any time upon ten (10) days wntten notice to the CONSLJLTANT In the event tlus AGREEMENT is ternunated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSiJLTANT as shown m Exh�bit "I" for the type of AGREEMENT used No payment shall be made for any work completed after ten (10) days followmg receipt by the CONSIJLTANT of the Notice to Ternunate If the accumulated payment made to the CONSiJLTANT pnor to Not�ce of Termmation exceeds the total amount that would be due when computed as set forth herem above, then no final payment shall be due and the CONSiJLTANT shall �mmed�ately reimburse the AGENCY for any excess paid If the serv�ces of the CONSULTANT are termmated by the AGENCY for default on the part of the CONSiJLTANT, the above formula for payment shall not apply Page 4 of 8 In such an event, the amount to be pa�d shall be deternvned by the AGENCY wlth consideration grven to the actual costs mcurred by the CONSULTANT m performmg the work to the date of termmation, the amount of work ongmally required which was satisfactonly completed to date of ternunation, whether that work is m a form or a type which �s usable to the AGENCY at the t�me of ternunat�on, the cost to the AGENCY of employmg another firm to complete the work requ�red and the t�me which may be required to do so, and other factors wtuch affect the value to the AGENCY of the work performed at the t�me of ternunation Under no circumstances shall payment made under this subsect�on exceed the amount, wh�ch would have been made usmg the formula set forth above If rt�s determmed for any reason that the CONSULTANT was not m default or that the CONSiJLTANT'S fa�lure to perform �s w�thout the CONSiJLTANT'S or �t's employee's default or negl�gence, the termination shall be deemed to be a termmation for the convemence of the AGENCY In such an event, the CONSULTANT would be reimbursed for actual costs m accordance with the termmahon for other than default clauses listed previously In the event of the death of any member, partner or officer of the CONSULTANT or any of �ts supernsory personnel assigned to the PROJECT, or dissolut�on of the partnership, ternunation of the corporation, or disaffiliat�on of the pnnc�pally mvolved employee, the surv�vmg members of the CONSULTANT hereby agree to complete the work under the terms of tivs AGREEMENT, if requested to do so by the AGENCY Tlus subsection shall not be a bar to renegotiation of the AGREEMENT between the surnvmg members of the CONSULTANT and the AGENCY, if the AGENCY so chooses In the event of the death of any of the part�es listed m the prev�ous paragraph, should the surnvmg members of the CONSULTANT, wrth the AGENCY'S concurrence, desire to termmate this AGREEMENT, payment shall be made as set forth m the second paragraph of tlus section Payment for any part of the work by the AGENCY shall not consUtute a waiver by the AGENCY of any remedies of any type rt may have agamst the CONSULTANT for any breach of tivs AGREEMENT by the CONSULTANT, or for fa�lure of the CONSIJLTANT to perform work requ�red of it by the AGENCY Forbearance of any nghts under the AGREEMENT w�ll not const�tute waiver of ent�tlement to exercise those nghts w�th respect to any future act or omission by the CONSULTANT X Changes of Work The CONSULTANT shall make such changes and revisions m the complete work of ttus AGREEMENT as necessary to correct errors appeanng therem, when required to do so by the AGENCY, w�thout add�t�onal compensation thereof Should the AGENCY find it des�rable for its own purposes to have previously satisfactonly completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY Th�s work shall be considered as Extra Work and will be paid for as herem provided under Section XIV XI Disputes Any dispute concerrvng questions of fact m connection w�th the work not disposed of by AGREEMENT between the CONSLTI.TANT and the AGENCY shall be referred for determmation to the D�rector of Publ�c Works or AGENCY Engmeer, whose dec�sion m the matter shall be final and bmdmg on the parties of tlus AGREEMENT, prov�ded, however, that �f an act�on �s brought challengmg the Dvector of Pubhc Works or AGENCY Engmeer's dec�s�on, that decis�on shall be sub�ect to de novo �ud�c�al review If the parties to th�s AGREEMENT mutually agree, disputes concernmg alleged des�gn errors will be conducted under the procedures found m Exhib�t "J", and d�sputes concernmg claims will be conducted under the procedures found m Exh�b�t "K" XII Venue, Applicable Law, and Personal Jurisdiction In the event that erther party deems it necessary to mstitute legal action or proceedmgs to enforce any nght or obl�gat�on under ttus AGREEMENT, the part�es hereto agree that any such acrion shall be mrtiated m the Supenor court of the State of Was}ungton, s�tuated m the county m wh�ch the AGENCY �s located The part�es hereto agree that all quest�ons shall be resolved by appl�cat�on of Washmgton law and that the parties to such act�on shall have the nght of appeal from such decis�ons of the Supenor court m accordance v�nth the laws of the State of Washmgton The CONSiJLTANT hereby consents to the personal �unsd�ct�on of the Supenor court of the State of Washmgton, s�tuated m the county m wtuch the AGENCY �s located Page 5 of 8 Xill Legal Relations The CONSULTANT shall comply wrth all Federal, State, and local laws and ordmances appl�cable to the work to be done under tivs AGREEMENT Ttus contract shall be mterpreted and construed m accordance with the laws of the State of Waslvngton The CONSULTANT shall mdemmfy and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at rts own expense all cla�ms, demands, or su�ts at law or equrty ansmg m whole or m part from the CONSULTANT'S negl�gence or breach of any of rts obligat�ons under th�s AGREEMENT, prov�ded that nothmg herem shall requ�re a CONSULTANT to mdemrufy the AGENCY or the STATE aga�nst and hold har�riless the AGENCY or the STATE from cla�ms, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees, and provided further that �f the cla�ms or su�ts are caused by or result from the concurrent negligence of (a) the CONSiJLTANT'S agents or employees, and (b) the AGENCY or the STAT'E, the�r agents, officers and employees, th�s mdemmty prov�s�on wrth respect to (1) claims or surts based upon such negligence (2) the costs to the AGENCY or the STAT'E of defendmg such claims and suits shall be valid and enforceable only to the extent of the CONSiJLTANT'S negl�gence or the negl�gence of the CONSULTANT'S agents or employees The CONSULTANT'S relat�on to the AGENCY shall be at all times as an mdependent contractor The CONSiJLTANT shall comply with all applicable sections of the appl�cable Etlucs laws, mcludmg RCW 42 23, wtuch �s the Code of Eth�cs for regulatmg contract mterest by mumcipal officers The CONSULTANT specifically assumes potent�al l�ab�lity for act�ons brought by the CONSULTANT'S own employees agamst the AGENCY and, solely for the purpose of this mdemmficat�on and defense, the CONSIJLTANT spec�fically warves any �mmumty under the state mdustnal msurance law, Title 51 RCW Unless otherw�se specified m the AGREEMENT, the AGENCY shall be respons�ble for admimstrat�on of construction contracts, if any, on the PROJECT Sub�ect to the processmg of a new sole sowce, or an acceptable supplemental agreement, the CONSULTANT shall prov�de On-Call assistance to the AGENCY dunng contract admm�strat�on By providmg such ass�stance, the CONSiTLTANT shall assume no responsib�lity for proper construct�on techruques, �ob site safety, or any construct�on contractor's failure to perform �ts work m accordance v�nth the contract documents The CONSiJLTANT shall obta�n and keep m force dunng the terms of the AGREEMENT, or as otherwise required, the follov�nng msurance w�th comparues or through sources approved by the State Insurance Comm�ssioner pursuant to Trtle 48 RCW Insurance Coverage A Worker's compensat�on and employer's I�abil�ty msurance as requ�red by the STATE B Commercial general liabil�ty and property damage msurance m an aggregate amount not less than two million dollars ($2,000,000) for bodily m�ury, mcludmg death and property damage The per occunence amount shall not exceed one m�llion dollars ($1,000,000) C Veh�cle l�ability msurance for any automobile used m an amount not less than a one million dollar ($1,000,000) combmed smgle hmrt � Exceptmg the Worker's Compensat�on Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all pohcies as an add�Uonal msured T'he CONSULTANT shall furrush the AGENCY w�th venficat�on of msurance and endorsements required by the AGREEMENT The AGENCY reserves the nght to require complete, cert�fied cop�es of all requ�red msurance pol�c�es at any time All msurance shall be obtamed from an tnswance company authonzed to do busmess m the State of Waslungton The CONSULTANT shall submit a venficat�on of msurance as outlmed above w�thm fourteen (14) days of the execut�on of this AGREEMENT to the AGENCY No cancellat�on of the foregomg pol�cies shall be effect�ve w�thout th�rty (30) days pnor notice to the AGENCY The CONSLJLTANT'S profess�onal l�ab�lity to the AGENCY shall be I�m�ted to the amount payable under th�s AGREEMENT or one m�llion ($1,000,000) dollars, wh�chever �s the greater, unless mod�fied by Exhibtt "L" In no case shall the CONSiILTANT'S profess�onal l�ability to th�rd part�es be l�mited m any way Page 6 of 8 The AGENCY will pay no progress payments under Sect�on V until the CONSULTANT has fully complied wrth tlus section Th�s remedy is not exclus�ve, and the AGENCY and the STAT'E may take such other action as �s available to it under other prov�s�ons of th�s AGREEMENT, or otherwise m law XIV Extra Work A The AGENCY may at any hme, by wntten order, make changes w�tivn the general scope of the AGREEMENT m the services to be performed B If any such change causes an mcrease or decrease m the estimated cost of, or the time requ�red for, performance of any part of the work under tlus AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and condrtions of the AGREEMENT, the AGENCY shall make an equ�table ad�ustment m the (1) max�mum amount payable, (2) del�very or complet�on schedule, or both, and (3) other affected terms and shall modify the AGREEMENT accordmgly C The CONSULTANT must submit any "request for equ�table ad�ustment", hereafter referred to as "CLAIM", under th�s clause v�ntivn th�rty (30) days from the date of receipt of the wntten order However, �f the AGENCY decides that the facts�ustify it, the AGENCY may receive and act upon a CLAIM subnvtted before final payment of the AGREEMENT D Failure to agree to any ad�ustment shall be a dispute under the D�sputes clause However, notivng m tivs clause shall excuse the CONSiJLTANT from proceedmg wrth the AGREEMFsNT as changed E Notwrthstandmg the terms and condit�ons of paragraphs (A) and (B) above, the max�mum amount payable for this AGREEMENT, shall not be mcreased or cons�dered to be mcreased except by specific wntten supplement to th�s AGREEMENT XV Endorsement of Plans If applicable, the CONSULTANT shall place the�r endorsement on all plans, estimates, or any other engmeenng data furnished by them XVI Federal and State Review The Federal Highway Adrrumstration and the Washmgton State Department of Transportarion shall have the nght to participate m the rev�ew or exammation of the work m progress XVII Certificat�on of the Consultant and the Agency Attached hereto as Exh�b�t "M-1(a and bp' are the Cert�ficat�ons of the CONSULTANT and the AGENCY, Exh�brt "M -2" Cert�fication Regardmg Debarment, Suspens�on and Other Responsib�lity Matters - Pnmary Covered Transactions, Exh�brt "M-3" Certificat�on Regardmg the Restr�ct�ons of the Use of Federal Funds for Lobbymg and E�ch�brt "M-4" Certificate of Current Cost or Pr�cmg Data Exh�bit "M-3" �s requ�red only m AGREEMENTS over $100,000 and Exhibit "M-4" is requ�red only m AGREENIENTS over $500,000 XVIII Complete qgreement Tkus document and referenced attachments contam all covenants, shpulations, and provisions agreed upon by the parties No agent, or representat�ve of e�ther party has authonty to make, and the parties shall not be bound by or be l�able for, any statement, representation, promise or agreement not set forth herem No changes, amendments, or mod�fications of the terms hereof shall be val�d unless reduced to wntmg and signed by the part�es as an amendment to th�s AGREEMENT _ XIX Execution and Acceptance Tlvs AGREEMENT may be simultaneously executed m several counterparts, each of which shall be deemed to be an ongmal havmg �dentical legal effect The CONSiJLTANT does hereby rat�fy and adopt all statements, representahons, warrant�es, covenants, and agreements contamed m the proposal, and the supportmg matenal subtn�tted by the CONSLTI.TANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof Page 7 of 8 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 th�s AGREEMENT e ��s y -� Consultant P�'�meh'tx, Inc By Agency Crty of inerton � Z(, (3 DOT Fortn 140-089 EF Rewsed 3/2009 Page 8 of 8 EXHIBIT A-1 Scope of Work City of Bremerton Belfair Valley Road and Lake Flora Road Pavement Preservation En�ineerinq Services INTRODUCTION Tlus Scope of Work (SOW) descnbes our proposed work activities associated with completion of a Contract Document mcludmg Special Provisions, and Cost Estunate necessary to bid the Belfau Va11ey Road Overlay Pro�ect The followmg tasks are associated with this SOW Task 01 — Pro�ect Management Objective: Obtam pro�ect data, develop pro�ect work plan, momtor and manage scope, schedule and budget, and penodically meet v�nth City staff and other members of the design team to review pro�ect status Achv�ties: The follov�nng achvities are associated with this task • Schedule, prepare for, attend, and document up to three pro�ect meehngs that will mclude the Consultant and City staff, either m person or by conference call s Pro�ect kickoff � 90% design review meehng • Manage and direct the pro�ect techmcal team • Provide rounne pro�ect management and commumcahons (scope, schedule, budget, mvoicmg, etc ) • Prepare detailed monthly progress reports and progress bilhngs and submit to the City for approval and payment The monthly report will mclude y A narrative of the work performed and the tasks to be performed in the next reporhng penod, and, if necessary, explanation of delays, problems, responsive acrion requirements by the Consultant and the City, and other pro�ect needs y An update on schedule progress y A summary of actual versus scheduled costs Deliverables: The following dehverables will be prepared • Routine correspondence mcludmg monthly progress reports City of Bremerton 237-1896-854 Belfarr Valley Road Overlay 1 September S 20l3 • Meering agendas and notes Assumptions: The follov�nng assumptions apply to this task • The durahon of the pro�ect is estimated to be two months (September and October 2013) Task 02 — 90% and Bid Set Contract, Specifications, and Estimate Ob�echve: Prepare 90% and Bid Set Contract, Specificahons, and Eshmate Activities: The followmg activlties would be performed as part of this task • Prepare 90% and Bid Set Contract Documents and Special Provisions • Prepare Cost Estimate mcludmg quanrihes and cost mformarion De/iverables: The follov�nng dehverables are associated with this task • Three hard copy sets and a pdf of 90% and Bid Set Contract Documents mcludmg Special Provisions • AutoCAD and pdf files of all drawuigs and documents — provided on CD Assumptions: The followmg assumptions are associated with this task • Plans sheets will be provided by the City • Bid quanrities v�nll be provided by the City • One set of consolidated review comments will be received for the 90% Contract Documents mcludmg Special Provisions C�ty of Bremerton 237-/896-854 Belfa�r Valley Road Overlay 2 September 5, 2013 Schedule Work Element Completed By Notice to Proceed 90% Contract Documents and Special Provisions September 5, 2013 September 13, 2013 Bid Set Contract Documents and Special Provisions September 19, 2013 Pro�ect Close Out October 31, 2013 NOTES: The assumed turn-around tune for City review is one (1) day C�ty of Bremerton 237-1896-854 Belfa�r Valley Road Overlay 3 September 5 2013 Budget Summary TASKS 1 AND 2 LABOR EXPENSES $4,913 76 $ 200 00 TOTAL AMOUNT AUTHORIZED ......................................................................... $5,113.76 NOTES: See Exlubit E-1 for a detailed breakdown of costs City ofBremerton , 237-1896-854 Belfair Va!!ey Road Overlay 4 September S 2013 Exhibit C Electronic Exchange of Engineering and Other Da$a In this Exhibit the agency, as applicable, is to provide a descnprion of the format and standards the consultant is to use in preparuig electronic files for transmission to the agency The format and standards to be provided may mclude, but are not lumted to, the followmg I Surve}nng, Roadway Design & Plans Preparation Sechon A Survey Data � B Roadway Design Files C Computer Aided Drafting Files D Specify the Agency's Right to Review Product with the Consultant E Specify the Electromc Deliverables to Be Provided to the Agency F Specify What Agency Furnished Sernces and Information Is to Be Provided II Any Other Electromc Files to Be Provided III Methods to Electronically Exchange Data A Agency Software Suite B Electromc Messagmg System C File Transfers Format DOT Fortn 140-089 EF Exhibit C Rewsed 6l05 Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter Such payment shall be full compensahon for work performed or services rendered and for all labor, matenals, supplies, equipment, and mcidentals necessary to complete the work spec�fied m Sect�on II, "Scope of Work " The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 A Actual Costs Payment for all consultmg sernces for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee The actual cost shall mclude direct salary cost, overhead, d�rect non-salary costs, and fixed fee Direct Salary Costs The Direct Salary Cost is the direct salary paid to pnncipals, professional, techmcal, and clencal personnel for the hme they are productively engaged m work necessary to fulfill the terms of this AGREEMENT The CONSULTANT shall mamtain support data to venfy the direct salary costs billed to the AGENCY 2 Overhead Costs Overhead Costs are those costs other than direct costs, which are mcluded as such on the books of the CONSULTANT m the normal everyday keepmg of its books Progress payments shall be made at the rate shown m the headmg of this AGREEMENT under "Overhead Progress Payment Rate " Total overhead payment shall be based on the method shown m the headmg of the AGREEMENT The two options are explamed as follows Fixed Rate If this method is mdicated m the headmg of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown This rate shall not change dunng the life of the AGREEMENT - b Actual Cost If this method is mdicated m the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead costs venfied by audit, up to the Maximum Total Amount Payable, authonzed under this AGREEMENT, when accumulated with all other Actual Costs A summary of the CONSULTANTS cost esrimate and the overhead computat�on is shown m Exh�bit "E" attached hereto and by this reference made part of this AGREEMENT When an Actual Cost method is used, the CONSULTANT (pnme and all sub-consultants) will submit to the AGENCY withm six (6) months after the end of each firm's fiscal year, an overhead schedule m the format requ�red by the AGENCY (cost category, dollar expenditures, etc ) for the purpose of ad�usting the overhead rate for billing purposes It shall be used for the computation of progress payments duruig the follov�nng year and for retroactively ad�ustmg the prev�ous year's overhead cost to reflect the actual rate ` DOT Form 140-089 EF F�chibrt D-2 Rewsed 6/08 ' Failure to supply this mformation by either the pnme CONSULTANT or any of the�r sub- consultants shall cause the AGENCY to v�nthhold payment of the billed overhead costs unhl such time as the required mformahon is received and an overhead rate for billuig purposes is approved The AGENCY, STATE and/or the Federal Government may perform an audit of the CONSULTANT' S books and records at any time dunng regular busmess hours to determme the actual overhead rate, if they so desire Direct Non-Salary Costs Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT These charges may mclude, but are not limited to, the followmg items travel, pnnring, long distance telephone, supplies, computer charges and sub- consultant costs a Air or tram travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY The CONSULTANT shall comply with the rules and regulahons regarding travel costs (excludmg air, tram, and rental car costs) m accordance w�th the AGENCY'S Travel Rules and Procedures However, a�r, train, and rental car costs shall be reunbursed m accordance with 48 CFR Part 31 205-46 "Travel Cost b The bilhng for Direct Non-Salary Costs shall mclude an rtemized hstmg of the charges directly identifiable wh the PROJECT c The CONSULTANT shall mamtau�► the ongmal supportmg documents m their office Copies of the onguial supporting documents shall be supplied to the AGENCY upon request d All above charges must be necessary for the services provided under this AGREEMENT ' 4 Fixed Fee The Fixed Fee, which represents the CONSULTANT'S profit, �s shown m the headmg of this AGREEMENT under Fixed Fee This amount does not include any addihonal Fixed Fee, which could be authonzed from the Management Reserve Fund This fee is based on the Scope of Work defined m this AGREEMENT and the estunated person- hours required to perform the stated Scope of Work In the event the CONSULTANT enters into a supplemental AGREEMENT for addihonal work, the supplemental AGREEMENT may mclude provisions for the added costs and an appropnate additional fee The Fixed Fee will be prorated and paid monthly m proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanymg the billmgs Any portion of the Fixed Fee earned but not previously paid m the progress payxnents will be covered m the final payment, sub�ect to the provisions of Section IX entrtled "Termmat�on of Agreement " Management Reserve Fund 'The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Admimstrator with the flexibility to authonze addrtional funds to the AGREEMENT for allowable unforeseen costs, or reunbursmg the CONSULTANT for additional work beyond that already defined m this AGREEMENT Such authonzahon(s) shall be m writmg and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authonzed as shown m the headmg of this AGREEMENT The amount mcluded for the Management Reserve Fund is shown m the heading of this AGREEMENT 'This fund may not be replemshed Any changes requu additional costs m excess of the Management Reserve Fund shall be made m accordance w�th Section XIV, "Extra Work "6 Maximum Total Amount Payable The Maximum Total Amount Payable by the AGENCY to tho CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT The Maximum Total Amount Payable is compnsed of the Total Amount Authonzed, and the Management Reserve Fund The Maximum Total Amount Payable does not mclude payrnent for Extra Work as stipulated m Section XIV, "Extra Work " No mmimum amount payable is guaranteed under this AGREEMENT B Monthly Progress Payrnents The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis dunng the progress of the work Such billmgs shall be in a format approved by the AGENCY and accompamed by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT The billmgs will be supported by an itemized listmg for each item mcluding Direct Salary, Direct Non-Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee To provide a means of venfying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee mterviews These mterviews may consist of recordmg the names, titles, salary rates, and present duries of those employees performmg work on the PROJECT at the time of the interview C Final Payment Final Payment of any balance due the CONSULTANT of the gross amount earned wnll be made promptly upon its venfication by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electromc data and other related documents which are required to be furnished under this AGREEMENT Acceptance of such Final Payment by the CONSULTANT shall conshtute a release of all claims for payment, which the CONSULTANT may have agamst the AGENCY � unless such claims are specifically reserved m wnring and transmitted to the AGENCY by the CONSULTANT pnor to its acceptance Said Final Payrnent shall not, however, be a bar to any claims that the AGENCY may have agamst the CONSULTANT or to any remedies the AGENCY may pursue v�nth respect to such claims The payment of any billing will not consritute agreement as to the appropnateness of any item and at the hme of final audit, all required ad�ustments will be made and reflected m 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 withm thirty (30) days of nohce of the overpayment Such refund shall not consritute a waiver by the CONSULTANT for any claims relatmg to the validity of a findmg by the AGENCY of overpayment The CONSULTANT has twenty (20) days after receipt of the fiifal POST AUDIT to begm the appeal process to the AGENCY for audit findmgs D Inspection of Cost Records The CONSULTANT and their sub-consultants shall keep available for inspection by representarives of the AGENCY, STATE and the Umted States, for a penod of three (3) years after receipt of final payment, the cost records and accounts pertaimng to this AGREEMENT and all items related to or beanng upon these records with the followmg excephon if any litigation, claun or audit ansmg out of, in connection with, or related to this contract is imriated before the expirahon of the three (3) year penod, the cost records and accounts shall be retamed until such lingation, claim, or audit mvolvmg the records is completed � Exhibit E-1 Consultant Fee Determ�nation - Summary Sheet (Cost Plus Fixex Fee ) Pro�ect Belfair Valley Road and Lake Flora Road Pavement Preservation Direct Salary Cost (DSC) Classificat�on Man Hours = Pro�ect Manager (David Dinkuhn) 3 X Engineer IV (Jack Wright) 26 X Word Processing 8 X Accounting 1 X Pro�ect Support 4 X X X X X X Overhead (OH Cost -- including Salary Additives) OH Rate x DSC of 194 70 � x$ Fixed Fee (FF) FF Rate x DSC of 20 % x$ Reimbursables Expenses Rate $52 18 $42 02 $25 00 $26 95 $2135 Total DSC = Cost $156 54 $1,092 52 $200 00 $26 95 $85 40 $0 00 $0 00 $0 00 $0 00 $0 00 _ $1,56141 $1,56141 $3,040 07 $1,56141 $312 28 $200 00 $200 00 $5,113 76 Date � � DOT Form 14o-089 EF Exhib�t E-1 Rewsed 6/OS EXHIBIT F � �I/ �P��t o�f 7'�°ansportattotl Lynn Peterson Secretary oi Trar�sportafian July 9, 2013 Holli Moeini, CFO Para�m�ix, Inc. 100215�` Street, Suite 200 Auburn WA 98001-6502 Re: Parametrix, Tnc. Indirect Coat Rate Schedule Fiscal Year End December 28, 2012 Dear Ms. Moeini: ltanepatation Bufl�ng 310 Mapfe Park Avenue S E PO. Box 4?300 Olyrt►pla, WA 98504-7'300 sea�osa000 TTY` 1-80D-8�i-63� WWW WSdOkW8..g0Y We have performed a cognizant review of the examination, and snpporting workpapers, of the Indirect Coat Rate of Paremetrix, Ina as presented in the Stabement of Direct Labor, Fringe Benefits and General Overhead for the year ending December 28, 2012, in accordance with our role as Cognizant Agency as de6ned in 23 U.S.C. 112(b)(2)(c) and 23 CFR 172.3 and 172.7. The examination was performed by the independent CPA firm, Clazk Nuber, P.S. The CPA represented that the audit was conducted in accordance v►nth the Government Auditing Standatds, as promulgatad by the Comptroller General of the United States of America, and the audit waa deaigned to determine tbat tt►e ind�ir�ct aost rate was established in acoordance with Cost Principles contained in the Federal Acqwsition Regulation, 48 CFR Part 31. Our cognizant review was performed in accordance v�nth the AASHTO Review Program for CPA Audits of Consulting Engineers' Indirect Cost Rates. In connectaon with our oognizant reviea►, nothing came to our atte�►tion that caused us to believe that the exa�nination, and supporting workpapers for the Indirect Cost Rate, and the related Accouatant's Report we reviewed did not conform in all material respects to the aforementioned regulations and auditing standards. Accordingly, we reoommend acc;eptance of t�e fiscal year ending December 28, 2012, at 194.70°Yo (rate mcludea Facilities Cost of Capital of 0.43%) of dired labor. Please check with the WSDOT Consultant Services Office (HQ) and/or the WSDOT Area Consultant Liaison to detamine when this reviewed rate will be applicable t� your WBDOT agreement(s). Ms. Moeini July 9, 2013 Page 2 If you, or any representadves of Parametiix, Inc., have any questions, please oontact Martha Roach, Jeri Sivertson, or Steve McKerney at (360)705-7003. Sinc�rely, /�l Martha S. Roach Agree�ent Compliance Audit Manager MR:ds Enclosures cc: Steve McKaney, Director of Intetnal Audrt Jeri Siverlson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File � PARAMETRIX, INC. Flrmwide FAR Overhead Rate For the Year Ended December 2012 Direct Labor Payroll Taaes and Fringe BeneSts Pension Plan Vacaaoa, 3ick, Holidey Pay CirouP Ias�uanoe Pnymll Taxes and Frmge Benefits General and Admintetrative F.ipenses Tndicect Sal�es Bu�ding e& Equipment Taxes and Instuaace Pmfesaionel Camsulting Servicea Bus�aesa Tiavel Office Supphes �nd Expense T�mng, Education, Pro£ Iacenaes Total Overhead before FCM Fecilitres Cost of Moaey Total Allowable Overhead FAR Overhead Rate , FAR Value S 15,635,693 1�100,000 3,460,931 2,324,825 2,473,831 $ 9,359,586 10,895,875 6,575,433 1,581,580 825,811 206,794 454,757 475,406 $ 21,015.657 $ 30,375,243 $ 67,784 $ 30,443,027 1.9470 % d�rect labor 7 04% 2213°h 14 87% 15 82% 59.86% 69 69% 42 OS°� 1012% 5.28% 132% 2.91% 3 04% 134.41°i6 19427% 0.43% 194.90% 194.70% t Exhibit H Title VI Assurances Dunng the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors m interest agrees as follows Comphance with Regulahons The CONSULTANT shall comply wrth the Regulahons relative to non- discnminarion m federally assisted programs of the AGENCY, Title 49, Code of Federal Regularions, Part 21, as they may be amended from time to time (heremafter referred to as the "REGULATIONS"), which are herein mcorporated by reference and made a part of this AGREEMENT Non-discnmmation The CONSULTANT, with regard to the work performed durmg the AGREEMENT, shall not d�scnmmate on the grounds of race, color, sex, or nahonal ongm in the selection and retenhon of sub-consultants, mcludmg procurement of matenals and leases of equipment The CONSULTANT shall not participate either directly or mdirectly m the discrumnation prohibited by Sechon 21 5 of the REGULATIONS, including employment prachces when the AGREEMENT covers a program set forth m Appendix B of the REGULATIONS Solicitations for Sub-consultants, Including Procurement of Matenals and Equipment In all sohcitahons either by compet�rive biddmg or negoriations made by the CONSULTANT for work to be performed under a sub-contract, includmg procurement of matenals or leases of equipment, each potenrial sub- consultant or supplier shall be notified by the CONSULTANT of the CONSiJLTANT' S obl�gations under this AGREEMENT and the REGULATIONS relahve to non-discnmmahon on the grounds of race, color, sex, or nahonal ongui 4 Informarion and Reports The CONSULTANT shall provide all information and reports required by the REGULATIONS or direchves issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of mformarion, and its facilihes as may be determmed by AGENCY, STATE or the Federal Highway Admmistrahon (FHWA) to be pertment to ascertam compliance with such REGULATIONS, orders and mstrucrions Where any mformation required of a CONSULTANT is m the exclusive possession of another who fails or refuses to furnish this mformarion, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropnate, and shall set forth what efforts it has made to obtam the information Sanctions for Non-compliance In the event of the CONSULTANT'S non-compliance with the non- discnmxnation provlsions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropnate, includmg, but not lumted to Wrthholdmg of payments to the CONSiJLTANT under the AGREEMENT until the CONSULTANT complies, and/or, Cancellation, termmat�on, or suspens�on of the AGREEMENT, m whole or m part DOT Fortn 140-089 EF Exhibit H Rewsed 6/OS Incorporation of Provisions The CONSULTANT shall mclude the provisions of paragraphs (1) through (5) m every sub-contract, mcludmg procurement of matenals and leases of equipment, unless exempt by the REGULATIONS, or d�recrives issued pursuant thereto The CONSULTANT shall take such acrion with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA may du�ect as a means of enforcmg such provisions mcludmg sanchons for non-compliance Provided, however, that in the event a CONSULTANT becomes involved m, or is threatened with, lingahon wrth a sub-consultant or supplier as a result of such direchon, the CONSULTANT may request the AGENCY and the STATE enter mto such litigation to protect the mterests of the AGENCY and the STATE and, m addirion, the CONSULTANT may request the Umted States enter mto such litigahon to protect the mterests of the Umted States Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termmarion is to the total work requ�red for the PROJECT In addition, the CONSULTANT shall be paid for any authonzed extra work completed Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the hme of termmation is to the total work required for the Pro�ect In addirion, the CONSULTANT shall be paid for any authonzed extra work completed Specific Rates of Pay Contracts A fmal payment shall be made to the CONSULTANT for actual hours charged at the time of termmation of this AGREEMENT plus any direct nonsalary costs mcurred at the time of termmation of this AGREEMENT Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual umts of work completed at the time of termmahon of this AGREEMENT DOT Form 140-089 EF Exhibit I Revised 6/05 Exhibit K Consultant Claim Procedures The purpose of this exhibit is to descnbe a procedure regardmg claim(s) on a consultant agreement The follov�nng procedures should only be urilized on consultant claims greater than $1,000 If the consultant's cla�m(s) are a total of $1,000 or less, it would not be cost effechve to proceed through the outlmed steps It is suggested that the Director of Public Works or Agency Engmeer negoriate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less This exhibit v�nll outline the procedures to be followed by the consultant and the agency to consider a potential claun by the consultant Step 1— Consultant Files a Claim with the Agency Pro�ect Manager If the consultant determmes that they were requested to perform addihonal services that were outside of the agreement's scope of work, they may be entrtled to a claim The first step that must be completed is the request for cons�derat�on of the claim to the Agency's pro�ect manager The consultant's cla�m must outlme the followmg • Summation of hours by classification for each firm that is mcluded m the claim, • Any correspondence that directed the consultant to perform the addihonal work, • Timeframe of the additional work that was outside of the pro�ect scope, • Summary of d�rect 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 Regardmg the Consultant's Claim for Addrtional Compensat�on After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's pro�ect manager The pro�ect manager will rev�ew the consultant's cla�m and will met with the Director of Public Works or Agency Engineer to determme if the Agency agrees with the claim If the FHWA is participaring m the pro�ect's fundmg, forward a copy of the consultant's cla�m and the Agency's recommendatton for federal participat�on m the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engmeer If the claim is not eligible for federal participahon, payment will need to be from agency funds If the Agency pro�ect manager, Director of Public Works or Agency Engmeer, WSDOT Highways and Local Programs (if applicable), and FHWA (if appl�cable) agree with the consultanYs cla�m, send a request memo, mcludmg 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 wnte 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 sub�ect to audit No further achom m �eeded regardmg the claun procedures DOT Fortn 140-089 EF Exhibit K Rewsed 6/05 If the Agency does not agree w�th the consultant's claun, proceed to step 3 of the procedures Step 3— Preparation of Support Documentat�on Regardmg Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the pro�ect manager shall prepare a summary for the Director of Public Works or Agency Engmeer that mcluded the followmg • Copy of mformat�on suppl�ed by the consultant regardmg the claim, • Agency's summatton of hours by classification for each firm that should be included in the claim, • Any correspondence that directed the consultant to perform the addihonal work, • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work, • Explanation regarding those areas m which the Agency does/does not agree with the consultanYs claim(s), • Explanation to describe what has been instrtuted to preclude future consultant claun(s), and • Recommendahons to resolve the claim Step 4— D�rector of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentarion The Director of Pubic Works or Agency Engmeer shall revlew and admmistratively approve or disapprove the claim, or portions thereof, which may mclude getring Agency Council or Commission approval (as appropnate to agency dispute resolurion procedures) If the pro�ect mvolves federal participation, obtam concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim If the claim is not eligible for federal participation, payment will need to be from agency funds Step 5— Informmg Consultant of Decision Regardmg the Claim The Director of Public Works or Agency Engmeer shall norify (in wnhng) the consultant of their final dec�sion regardmg the consultant's cla�m(s) Include the final dollaz amount of the accepted claim (s) and ranonale utilized for the decision Step 6— Preparation of Supplement or New Agreement for the Consultant's Cla�m(s) The agency shall wnte 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 sub�ect to audit - Exhibit M-1(a) Certification Of Consultant Pro�ect No Local Agency I hereby certify that I am Ph�l Struck and duly authorized whose address is representative of the firm of Parametrix, Inc 4660 Krtsap Way, Ste A, Bremerton, WA 98312 and that neither I nor the above firm I here represent has (a) Employed or retamed for a commiss�on, percentage, brokerage, contmgent fee, or other considerat�on, any firm or person (other than a bona fide employee workmg solely for me or the above CONSULTANT) to soltcit or secure the AGREEMENT, (b) Agreed, as an express or implied condition for obtammg this contract, to employ or retam the servtces of any firm or person m connection wrth carrymg out this AGREEMENT, or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee work�ng solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kmd for, or m connection w�th, procurmg or carrymg out this AGREEMENT, except as hereby expressly stated (if any), I acknowledge that this cert�ficate is to be available to the Washmgton State Department of Transportation and the Federal Highway Admmistration, U S Department of Transportation m connect�on wrth this AGREEMENT mvolvmg partictpation of Federal-aid highway funds, and is sub�ect to applicable State and Federal laws, both crimmal and civil �-y - �3 S�� Date Signature DOT Form 140-089 EF Exhibit M-1(a) Revised 6/OS Exhibit M-1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Bremerton Washington, and that the consultmg firm or its representahve has not been requued, directly or indirectly as an express or imphed condrtion m connecrion with obtammg or carrymg out this AGREEMENT to (a) Employ or retam, or agree to employ to retam, any firm or person, or (b) Pay, or agree to pay, to any firm, person, or orgamzation, any fee, contnbuhon, donarion, or consideration of any kmd, except as hereby expressly stated (if any) I acknowledge that this cerhficate is to be available to the Washington State Department of Transportarion and the Federal Highway Admmistration, U S Department of Transportarion, in connection with this AGREEMENT mvolvuig participahon of Federal-aid highway funds, and is sub�ect to applicable State and Federal laws, both cnmmal and civil 9 � a,b '/� Date Signa ure DOT Fortn 140-089 EF Exhibit M-1(b) Revised 6/05 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions The prospechve pnmary participant certifies to the best of its knowledge and behef, that it and its pnncipals A Are not presently debaired, suspended, proposed for debarment, declared meligible, or voluntanly excluded from covered transacrions by any federal deparhnent or agency, B Have not v�nthm a three-year penod preceding this proposal been convicted of or had a civil �udgment rendered agamst them for commission or fraud or a cnmmal offense m connection with obtammg, attemphng to obtam, or performmg a public (federal, state, or local) transachon or contract under a public transaction, violarion of federal or state antitrust statues or commission of embezzlement, theft, forgery, bnbery, falsification or destruction of records, makmg false statements, or receivmg stolen property, C Are not presently mdicted for or otherwise cnminally or civilly charged by a governmental enrity (federal, state, or local) with commission of any of the offenses enumerated m paragraph (I) (B) of this certificahon, and D Have not withm a three (3) year penod precedmg this applicanon/proposal had one or more public transactions (federal, state, or local) termmated for cause or default II Where the prospective pnmary panc�ipant is unable to certify to any of the statements m this certification, such prospechve participant shall attach an explanahon to this proposal Consultant (Firm) parametrix, Inc 9 ^ r �� ^ �� 9 S (Date) (Signature) President or Authonzed Official of Consultant DOT Form 140-089 EF Exhibit M-2 Revised 6/OS Exhibit M-3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective panc�ipant certifies, by sigmng and submithng this bid or proposal, to the best of his or her knowledge and belief, that 1 No federal appropnated funds have been paid or v�nll be paid, by or on behalf of the undersigned, to any person for mfluencmg or attemptmg 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 m connecrion with the awarding of any Federal contract, the makmg of any Federal grant, the makmg of any Federal loan, the enteruig into of any cooperative agreement, and the extension, contmuanon, renewal, amendment, or modificanon of any Federal contract, grant, loan, or cooperahve agreement 2 If any funds other than Federal appropnated funds have been paid or will be paid to any person for influencing or attemphng to mfluence 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 m connection with this Federal contract, grant, loan, or cooperahve agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbymg," in accordance with rts instruchons This certification is a matenal representation of fact upon which reliance was placed when this transaction was made or entered mto Submission of this certification is a prerequisite for making or entenng into this transaction imposed by Section 1352, Title 31, U S Code Any person who fails to file the required certification shall be sub�ect to a civil penalty of not less than $10,000 and not more than $100,000 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 certificahon be mcluded in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordmgly Consultant (Firm) Parametnx, Inc 9-� -/3 s�z'-� (Date) (Signature) President or Authonzed Offiaal of Consultant DOT Form 140-089 EF Exhibit M-3 Revised 6/05 Exhibit M-4 Certificate of Current Cost or Pricing Data This is to certify that to the best of my knowledge and belief, the cost or pncing data (as defined in section 15 401 of the Federal Acquisition Regularion (FAR) and requ�red under FAR subsection 15 403-4) submitted, either actually or by specific idenrificarion m wnring, to the contracting officer or to the contractmg officer's representative m support of Belfair Valley Rd & Lk Flora Rd Pavement * are accurate, complete, and current as of September 9, 2013 ** This certificarion mcludes the cost or pncmg data supportmg any advance agreements and forward pncing rate agreements between the offeror and the Government that are part of the proposal Firm Parametrix, Inc �� .�r Title Date of Execution*** ��-� � �� � �� * Identify the proposal, quotarion, request for pnce adJustment, or other submission mvolved, givmg the appropnate identifjnng number (e g, RFP No ) ** Insert the day, month, and year when pnce negotiations were concluded and pnce agreement was reached *** Insert the day, month, and year of sigmng, which should be as close as practicable to the date when the pnce negotiarions were concluded and the contract pnce was agreed to /'��/ J/H�c SY , �s� DOT Fortn 140-089 EF 6chibit M-4 Rewsed 6/OS