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Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB AGENDA BILL CITY OF BREMERTON 4 N CITY COUNCIL SUBJECT: Study Session Date: November 13, 2024 Supplemental Agreement No. 1 with COUNCIL MEETING Date: November 20, 2024 Transpo Group, Inc. for the Adaptive Signals Department: PW&U-Engineering Project Presenter: Chris Dimmitt Phone: (360) 473-2307 SUMMARY: In May 2023, the City accepted a Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) grant through WSDOT to design and construct the installation of Adaptive Signal Control Technology (ASCT) at five (5) existing signalized intersections along the SR 303 corridor. The City advertised a Request for Proposals and received proposals from two qualified design firms. Both firms were interviewed, and Transpo Group Inc was selected. An agreement was executed in May 2024 with Transpo Group to perform preliminary engineering and design services in the amount of $99,476.46. The proposed Supplement No. 1 increases the contract value by $429,694.06 to a new total of$529,170.52 and extends the contract time out to 12/31/2027; the work includes additional design work, survey, environmental permitting, procurement support, and bid and construction engineering support services. The Professional Services Agreement will be in WSDOT standard agreement, with its standard terms and conditions. ATTACHMENTS: 1) Supplement No. 1 with Transpo Group Inc. 2) Presentation FISCAL IMPACTS (Include Budgeted Amount): A budget adjustment is not required. The project is included in the Capital Improvement Program and is fully budgeted in the Transportation Capital Fund. The grant for this project requires a 13.5% match in funding which is also budgeted in the Transportation Capital Fund. STUDY SESSION ACTION: x❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Design Supplement No.1 with Transpo Group Inc for Adaptive Signals Project; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: XApprove ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 11/09/2021 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Washington State WI Department of Transportation Supplemental Agreement Organization and Address Number 01 Transpo Group Inc. Original Agreement Number 12131 113th Ave NE, Suite 203 Kirkland,WA 98034 315059 Phone: 425-821-3665 Project Number Execution Date Completion Date CRRSAA-0303(017) 05/23/2024 12/31/2027 Project Title New Maximum Amount Payable SR 303 Adpative Signals(Sheridan to Riddell) $ 529,170.52 Description of Work Assist the City of Bremerton in the systems engineering and design of the SR 303 Adaptive Signals project, addressing Phase IA - Traffic Management as detailed in the SR 303 Corridor Study. Work to be performed consists of developing planning documents, procurement support, environmental permitting, and engineering design for retrofitting Adaptive Signal Control Technology (ASCT) at five existing signalized intersections along the SR 303 corridor including Sheridan Rd, Sylvan Way, Broad St, Hollis St, and Riddell Rd. The Local Agency of City of Bremerton desires to supplement the agreement entered in to with Transpo Group Inc. and executed on 05/23/2024 and identified as Agreement No. 315059 All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: See Exhibit A attached I I Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: Time of Completion is 12/31/2027 III Section V, PAYMENT, shall be amended as follows: See Exhibit D attached. as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By: Kevin Collins, Transpousigned by: Sig eed b Group Inc. By: Greg Wheeler, Mayory:City of Bremerton -Doc 14,e,e,QtA, QUA. C,b�,l VL.S `� U B-E-B e6 471 -B-A-P4- 96 E-.7-B Consu an ignature Approving/utnority Signature 11/25/2024 Date DOT Form 140-063 Revised 09/2005 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Exhibit "A" Summary of Payments Basic Agreement Supplement#1 Total Direct Salary Cost 30,678.45 130,307.85 160.986.30 Overhead 50,151.16 210,835.26 260,986.42 (Including Payroll Additives) Direct Non-Salary Costs 9,443.31 49,458.60 58,901.91 Fixed Fee 9,203.54 39,092.35 48,295.89 Total 99,476.46 429,694.06 529,170.52 DOT Form 140-063 Revised 09/2005 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Exhibit A—Scope of Work CITY Name: City of Bremerton Project Name: SR 303 Adaptive Signals (Sheridan to Riddell) Exhibit Dated: October 1st, 2024 TG: 1.23328.00 Scope of Services Transpo Group USA, Inc. ("Transpo") and its subconsultants will provide engineering services to the City of Bremerton ("City"). The Scope of Work is a supplement to the work completed as part of the base agreement. This supplement includes the following tasks: Preliminary Engineering • Task 01 — Project Management and Coordination • Task 03—Adaptive Signal Control (ASC) Systems Engineering • Task 04— ITS Plans, Specifications, and Estimate (PS&E) • Task 05—Utility Coordination • Task 06—SR 303& NE Furneys Lane Signalized Intersection —Optional Task Construction • Task 07— Bid and Award Support • Task 08—Construction Support Services Transpo and its team of subconsultants are together referred to as"CONSULTANT" in the following scope of services. PRELIMINARY ENGINEERING Task 01—Project Management and Coordination Subtask 1.1: Project Coordination The CONSULTANT shall provide project coordination over nineteen (19) months. Subtask 1.2: Progress Reports and Invoices The CONSULTANT shall submit up to nineteen (19) progress reports and invoices. Subtask 1.3: Meetings The CONSULTANT assumes up to thirty-five (35) project meetings 1-hour in length, which includes time to prepare meeting agendas and meeting minutes. Of the thirty-five (35) project meetings, up to two (2) will be in-person held at the Norm Dicks Government Center. It is assumed that the CONSULTANT Project Manager and up to three other staff and/or subconsultant staff will be present at these meetings. The CONSULTANT will prepare for and attend one (1) City Council meeting. The CONSULTANT will assist the City with the preparation of City Council meeting presentation materials. The CONSULTANT will prepare for and attend one (1) Public Outreach/Open House meeting. The CONSULTANT will assist the City with the preparation of public-facing materials, including graphics and written materials. The CONSULTANT will prepare for and attend up to two (2) WSDOT Local Programs coordination meetings. Subtask 1.4: Project Schedule The CONSULTANT will provide updates on a quarterly basis. Assumptions 71" 1 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB • The Preliminary Engineering includes a 19-month design schedule from Notice to Proceed to Construction Obligation (June 1st, 2026). Consultant Deliverables • Agendas and minutes for all project progress meetings, notes, emails, or other summaries of communication in electronic format upon request. • Monthly progress reports and invoices in electronic format sent to EngineeringAP©ci.bremerton.wa.us. • Updates to project schedule, in electronic format, on an as needed basis. Task 02—ITS Roadmap Task 02 completed as part of Phase 1. Task 03—ASC Systems Engineering The Federal Highway Administration's (FHWA) Systems Engineering process establishes a framework for the City to select a suitable ASC system that aligns with the project's operational needs and requirements. This approach maintains an objective viewpoint and is non-vendor specific. The result of this process is a set of documents that will enable the City to specify, select, implement, and test an ASC system as required per 23 CFR 940.11. While the systems engineering process will select an ASC system that can be considered Citywide, the initial deployment is limited to the SR 303 corridor between Sheridan Rd and Riddell Rd for five (5) signalized intersections. This task is broken down into the following subtasks: 3.1 ASC Evaluation Approach 3.2 Corridor Atlas 3.3 Concept of Operations 3.4 System Requirements 3.5 Verification and Validation Plan 3.6 Procurement Plan 3.7 Bidding Support Services 3.8 Implementation Technical Support 3.9 Validation Report Subtask 3.1: ASC Evaluation Approach The CONSULTANT will outline the overall evaluation approach and document elements the City will use to evaluate and procure an ASC system. The approach will: • Document the decision process, criteria, and authority. • Review key decision criteria such as compatibility with the existing system. • Discuss vendor demonstrations. • Discuss reference checks with other agencies using the system. • Discuss procurement options meeting federal requirements. Assumptions • The ASC Evaluation Approach will address the documents listed under Subtasks 3.3, 3.4, and 3.5, submitted and approved subsequently as completed. • The CONSULTANT will facilitate a 1-hour, virtual meeting with the City to discuss the proposed ASC evaluation approach. Consultant Deliverables • Draft and Final Evaluation Approach Subtask 3.2: Corridor Atlas The Corridor Atlas will briefly define the operating objectives, conditions, and specific issues/needs along the SR 303 corridor. The CONSULTANT will prepare one to two pages showing a map of the corridor with 71" 2 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB issues identified that affect signal operations such as: presence of schools, presence of shopping malls, crossing coordination, heavy turning movements, bus routes, heavy pedestrian crossings, presence of bicycle facilities, and so forth. The CONSULTANT will work with the City to identify the unique operating objectives for this corridor and note whether the objectives change by time-of-day, day-of-week, or time-of- year. The Corridor Atlas will help inform the Concept of Operations. Assumptions • The CONSULTANT will facilitate a 2-hour, virtual meeting with the City to develop the Corridor Atlas. Consultant Deliverables • Draft and Final Corridor Atlas Subtask 3.3: Concept of Operations The Concept of Operations will be prepared through detailed discussions with City staff and other City identified project stakeholders (e.g., Kitsap Transit, WSDOT, Kitsap County, etc.). The CONSULTANT will facilitate a half-day workshop, which will provide a joint forum to discuss and document the goals and objectives of the ASC system. Stakeholder needs will be identified and compared and prioritized to provide a baseline for evaluation against the functional requirements and constraints in the subsequent tasks. Subsequent to identifying the project objectives and stakeholder roles, the CONSULTANT shall conduct the following assignments: • Describe the overall architecture of the ASC system regarding field devices, communications systems, and central systems. • Identify the necessary system/network interfaces between the ASC system operations and the City's Public Works maintenance building (Oyster Bay), City Hall (Norm Dicks Government Center), and other City facilities (e.g. Public Works Olympus Building); WSDOT and Kitsap County traffic control and communications system(s) on SR 303; Kitsap County transit signal priority systems; etc. • Identify project constraints such as limitations on budget, staffing, equipment, and implementation schedules. • Review the existing traffic signals and ITS infrastructure inventory information (e.g., existing cabinet types, controller make/model, communications systems, detection systems) provided by the City and documented from Phase 1. • Compare the existing infrastructure to the needs of existing adaptive signal control systems available on the market. • Evaluate and document the traffic network characteristics via the use of available traffic data provided by the City (e.g., turning movement counts, tube counts, collision data, etc.). • Identify impacts of operating adaptive at the five intersections on SR 303. For example, impacts to coordination with intersections to the north. • Evaluate the existing signal operations from the existing corridor Synchro model and a follow-up field observation visit. This includes an assessment of the local timings and detector settings, and evaluating a range of cycle lengths to determine how well an adaptive system will work through a range of cycles such as 100 to 180 seconds. • Develop a set of operational scenarios to describe the situations under which the ASC system is expected to operate and respond to traffic and network conditions. • Consider corridor operations for both existing and future transportation improvements along the project corridors (i.e., transit improvements, projects identified in the City's Transportation Improvement Plan, developer-led projects). • Document the potential failure modes of the system and how the ASC system needs to recover from these scenarios. • Document post-deployment roles and responsibilities for operating and maintaining the ASC system. • Compare system objectives against other industry best practices and refine as needed. Assumptions 3 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB • The CONSULTANT will facilitate a 4-hour, in-person workshop with the City at the Norm Dicks Government Center to discuss the Concept of Operations with the City. • A 2-hour corridor field visit will be scheduled in coordination with the workshop. • The CONSULTANT will facilitate a 2-hour, virtual Draft Concept of Operations comment resolution meeting with the City. Consultant Deliverables • Draft and Final Concept of Operations Subtask 3.4: System Requirements Building from the system goals and objectives identified in the Concept of Operations, the CONSULTANT will provide a comprehensive set of ASC system requirements. Requirements will be grouped into the following two major categories, each with accompanying subcategories that address data needs, interface needs, and system prerequisites: • Functional Requirements: What the system is responsible for doing. • Performance Requirements: How well the system is to perform. Requirements will be linked to the operational objectives and user needs addressed in the Concept of Operations. Once all system requirements are mapped to their respective objectives, the CONSULTANT will conduct the following assignments: • Identify any remaining outlier requirements that need to be reviewed with the project stakeholders to determine the validity of the outlying requirement and whether the Concept of Operations needs to be revised. • Facilitate a half-day system requirements workshop. The workshop will focus on seeking stakeholder concurrence on the functional and performance requirements and categorize the requirements in terms of importance and priority (e.g. mandatory vs desirable). • Coordinate peer-to-peer interviews and demonstrations to better inform the City and stakeholders of ASC system vendor technology. Up to four (4) peer-to-peer interviews and demonstrations are assumed. • Modify and finalize the Draft System Requirements based on peer-to-peer discussions. Coordinate a final 2-hour workshop with the City and stakeholders to obtain System Requirements buyoff. Assumptions • The CONSULTANT will facilitate a 4-hour, in-person workshop with the City at the Norm Dicks Government Center to discuss the System Requirements with the City. • The CONSULTANT will facilitate a 2-hour, virtual Draft System Requirements comment resolution meeting with the City. Consultant Deliverables • Draft and Final System Requirements Subtask 3.5: Verification and Validation Plans The CONSULTANT will prepare Verification and Validation Plans that outline the responsibilities of the ASC system vendor to verify the system and the City, with the CONSULTANT's support, to validate the system. Verification will ensure that the final ASC system deployment meets the established System Requirements, while validation evaluates whether the project objectives and user needs are met. The verification plan process will be performed by the ASC system vendor. This may include Factory Acceptance Testing (FAT), bench testing, and Site Acceptance Testing (SAT). The validation plan process will be performed by the CONSULTANT. The CONSULTANT will establish "before-and-after" performance criteria that will be used to evaluate the final ASC system deployment. Within this plan, the means for data collection and data analysis will be outlined. Assumptions • The CONSULTANT will facilitate a 1-hour, virtual Draft Verification and Validation Plan comment resolution meeting with the City. 4 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Consultant Deliverables • Draft and Final Verification Plan • Draft and Final Validation Plan Subtask 3.6: ASC Procurement Documentation The CONSULTANT will work closely with the City and project stakeholders to establish a method of procurement that will enable the City to select an ASC system that best meets the established Concept of Operations and System Requirements. WSDOT Local Programs will also be consulted to ensure procurement of the ASC system meets the requirements of the applicable funding program. The CONSULTANT will conduct the following assignments: • Develop Request for Proposal (RFP) document including instructions for proposers, scope of services, evaluation process, and supporting technical documents (e.g., Concept of Operations, System Requirements, Verification Plan, Validation Plan, as-builts, etc.) • Develop a scoring criteria spreadsheet which could evaluate the following: 1. Fulfillment of the ASC system requirements. 2. Vendor responsiveness. 3. Deployment history and experience with similar signal systems. 4. System costs. 5. Provisions for system training. 6. Technical support services and post-deployment support. Assumptions • The CONSULTANT will facilitate a 2-hour, virtual Draft RFP comment resolution meeting with the City. Consultant Deliverables • Draft and Final RFP • Scoring criteria spreadsheet Subtask 3.7: Procurement Support Services The CONSULTANT will provide the City with follow-on services to oversee the procurement phase of the project. The anticipated services will include participation in a pre-proposal meeting, responses to proposer questions, addenda preparation as required, and proposer evaluation support and summary. The CONSULTANT will not be responsible for scoring proposals. Consultant Deliverables • Bidder questions tracking sheet. • Up to three (3) addenda, if required. • Proposal evaluation summary, assuming up to four (4) proposers. Task 04—ITS PS&E The CONSULTANT will prepare Plans, Specifications, and Estimates (PS&E) for the design of traffic signal improvements (i.e., multimodal detection and communications system improvements) along the SR 303 corridor, at the following locations: • SR 303&Sheridan Rd • SR 303&Sylvan Way • SR 303& E Broad St • SR 303& Hollis St • SR 303& NE Riddell Rd Additionally, it is assumed that a communications connection will be needed to provide communications between the project's signalized intersections along SR 303 and back to the Public Works Olympus Building (3027 Olympus Drive). It is assumed that this communications connection will enable the City's staff to provide remote management capabilities of the five SR 303 signalized intersections. 71" 5 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB Subtask 4.1: Topographic Survey The CONSULTANT will provide the necessary survey base mapping services to support the design element along SR 303 in Bremerton, between Sheridan Rd and NE Riddell Rd. Additional survey needs, such as between the SR 303 &Sheridan Rd intersection and the Public Works Olympus Building, will be included as a scope amendment at the City's discretion. The following activities are associated with this task: • Use existing survey control set in prior task for mapping and right-of-way determination. • Topography will be surveyed using methods that will produce a 2-foot contour interval base map. The mapping will include, but will not limited to, the following above ground features: o Curb face to back of walk along sections containing junction boxes for existing conduit. o Existing junction boxes. • Compile mapping and right-of-way information into a 1"=20'scale base map in AutoCAD, Civil 3D Version 2022. Assumptions • Topographic survey and design will be provided in AutoCAD 2022 and Civil 3D. • No topographic survey will be provided within the active roadway. • Base map will be developed using the Consultant's colors, text size/style, and layering conventions. • No underground utility locates will be needed for this task. • It is assumed that Right of Entry documents are not needed to perform this task. • No utilities within the active roadway will not be provided. Subtask 4.2: Right-of-Way Survey The CONSULTANT will provide the necessary survey base mapping services to support the design element along SR 303 in Bremerton, between Sheridan Rd and NE Riddell Rd. The following activities are associated with this task: • Certified Right-of-Way plan. • Collect necessary field boundary evidence to accurately calculate centerline alignment of SR 303 and rights-of-way affected or adjacent to this project. • Survey and calculate all right-of-way limits for SR 303 lying between Sheridan Rd and NE Riddell Rd. • Title reports needed for Right-of-Way (ROVV) determination will be provided by the City. Assumptions • Certified Right-of-Way plan will meet current standards. • Property lines and corners will not be monumented as part of this scope of work. • Base map will be developed using the Consultant's colors, text size/style, and layering conventions. • It is assumed that Right of Entry documents are not needed to perform this task. Consultant Deliverables • 1" = 20' scale base map in AutoCAD, Version 2022 in electronic format for the survey area including both Existing Condition sheets and Control Plan. Subtask 4.3: As-Built Review and Field Investigation The CONSULTANT will consult with the City to provide documentation (e.g., as-builts) for the Public Works Olympus Building (3027 Olympus Drive) and Fire Station#3. After reviewing the existing documentation, the CONSULTANT will identify items that require field investigation and perform necessary site visits to collect/verify this information. The field investigation will focus on the following elements: • Existing junction boxes and conduits 6 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB • Existing ITS infrastructure (e.g., communications equipment, fiber optic/copper interconnect infrastructure, vehicle detection equipment, etc.) • Existing building facilities and conduit pathways Assumptions • The City will provide any existing ITS infrastructure documentation, including as-builts, CAD files, etc. • The City will accompany CONSULTANT staff during site visits to access the City buildings. Subtask 4.4: Communications Design Alternatives and Recommendation (15% Design) Subtask 4.4 completed as part of Phase 1. Subtask 4.5: 30% ITS Design 30% Design Plans: The purpose of the 30% design plans is to finalize the horizontal placement of project improvements and are anticipated to show general locations of existing and proposed equipment with construction notes and preliminary layouts of restoration items such as roadway, sidewalk, and landscaping. It is assumed that no channelization modifications/improvements will be needed (i.e., a Channelization Plan for Approval). The 30%design plans are anticipated to include the following plan sheets: • Cover Sheet with Vicinity Map and Index (1 sheet) • Legend and Abbreviations (1 sheet) • ITS Corridor Plans (8 sheets) • Traffic Signal Plans (6 sheets) 0 Survey base map showing ROW boundaries 30% Opinion of Probable Construction Costs: The CONSULTANT will prepare and submit an Opinion of Probable Construction Costs based on the design. The Opinion of Probable Construction Costs will be presented in an Excel spreadsheet corresponding to the sequence of items as will be listed in the Project Manual's final bid schedule. 30% Design Supporting Calculations: The CONSULTANT will prepare and submit design supporting documentation based on the design (e.g., junction box capacity calculations, conduit fill calculations). 30% Quality Control: The CONSULTANT will conduct quality control reviews by selected senior staff members with appropriate expertise and experience. The senior staff members will scrutinize and question the major elements of the design for adequacy of response to the major design challenges, conformance to accepted design practices, and constructability. 30% Design Review: The City requires fifteen (15)working days for design review. The CONSULTANT will meet with the City during a single two-hour meeting to discuss and resolve the City's comments on the design submittal. The CONSULTANT will prepare written responses in spreadsheet format to City comments generated from the design review. Consultant Deliverables • 30% Design Plans • 30% Opinion of Probable Construction Costs • 30% Design Supporting Documentation • 30% milestone spreadsheet responses to City Comments • Area of Potential Effect (APE)—supporting exhibits Subtask 4.6: 60% ITS Design 60% Design Plans: The CONSULTANT will prepare 60% design plans that advance the design from the previous design level. The CONSULTANT will incorporate City comments and feedback from the previous submittal. The 60% design plans are anticipated to include the following plan sheets: • Cover Sheet with Vicinity Map and Index (1 sheet) • Legend and Abbreviations (1 sheet) 71" 7 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB • ITS Corridor Plans (8 sheets) • Traffic Signal Plans (6 sheets) • Building Routing Plan (1 sheet) • ITS Details o Fiber Optic One-Line Schematic (1 sheet) • Traffic Control Plans (10 sheets) 60% Opinion of Probable Construction Costs: The CONSULTANT will prepare and submit an Opinion of Probable Construction Costs based on the design. The Opinion of Probable Construction Costs will be presented in an Excel spreadsheet corresponding to the sequence of items as will be listed in the Project Manual's final bid schedule. 60% NEPA/SEPA Documentation: The CONSULTANT will prepare the NEPA/SEPA documentation based on the current edition of the City's standards and the current edition of the WSDOT Standard Specifications for Road, Bridge, and Municipal Construction. The documentation is anticipated to include: o NEPA—Categorical Exclusion • Area of Potential Effect (APE)—completed under Subtask 4.5. • Cultural Resources Determination (DAHP) • HazMat Analysis Report/Memorandum (if necessary) • Environmental Justice Memorandum (if necessary) o SEPA Checklist 60% Design Supporting Calculations: The CONSULTANT will prepare and submit design supporting documentation based on the design (e.g., junction box capacity calculations, conduit fill calculations). 60% Quality Control: The CONSULTANT will conduct quality control reviews by selected senior staff members with appropriate expertise and experience. The senior staff members will scrutinize and question the major elements of the design for adequacy of response to the major design challenges, conformance to accepted design practices, and constructability. 60% Design Review: The City requires fifteen (15)working days for design review. The CONSULTANT will meet with the City to discuss and resolve the City's comments on the design submittal. The CONSULTANT will prepare written responses in spreadsheet format to City comments generated from the design review. Consultant Deliverables • 60% Design Plans • 60% Opinion of Probable Construction Costs • 60% Design Supporting Documentation • 60% milestone spreadsheet responses to City Comments • NEPA/SEPA Documentation Subtask 4.7: 90% ITS Design ASC System Vendor Coordination:The CONSULTANT will work with the selected ASC system vendor to confirm the multimodal detection and communications requirements along the corridor and at each project signalized intersection. This ensures communications and detection upgrades meet the needs of the ASC system. 90% Design Plans: The CONSULTANT will prepare 90% design plans that advance the design from the previous design level. The CONSULTANT will incorporate City comments and feedback from the previous submittal. The 90% design plans are anticipated to include the following plan sheets: • Cover Sheet with Vicinity Map and Index (1 sheet) • Legend and Abbreviations (1 sheet) • ITS Corridor Plans (8 sheets) • Traffic Signal Plans (6 sheets) • Building Routing Plan (1 sheet) • ITS Details 71" 8 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB o Fiber Optic One-Line Schematic (1 sheet) o Fiber Optic Splicing Diagrams (3 sheets) o Communications Equipment Details(1 sheet) o Miscellaneous Details (4 sheets) • Traffic Control Plans (10 sheets) 90% Opinion of Probable Construction Costs: The CONSULTANT will prepare and submit an Opinion of Probable Construction Costs based on the design. The Opinion of Probable Construction Costs will be presented in an Excel spreadsheet corresponding to the sequence of items as will be listed in the Project Manual's final bid schedule. 90% Project Manual: The CONSULTANT will prepare the Project Manual based on the current edition of the City's standards and the current edition of the WSDOT Standard Specifications for Road, Bridge, and Municipal Construction. The Project Manual is anticipated to include: • Bid Proposal Package • WSDOT Local Programs Documents o NEPA/SEPA Documentation—completed under Subtask 4.6. o Public Interest Finding—Agency Supplied Materials o Buy America, Build America Material Certification • Divisions 0 through 9 of the Special Provisions • Appendices o Standard Plans and Details o FHWA 1273 o Prevailing Wage Rates 90% Design Supporting Calculations: The CONSULTANT will prepare and submit design supporting documentation based on the design (e.g.,junction box capacity calculations, conduit fill calculations). 90% Quality Control: The CONSULTANT will conduct quality control reviews by selected senior staff members with appropriate expertise and experience. The senior staff members will scrutinize and question the major elements of the design for adequacy of response to the major design challenges, conformance to accepted design practices, and constructability. 90% Design Review: The City requires fifteen (15)working days for design review. The CONSULTANT will meet with the City to discuss and resolve the City's comments on the design submittal. It is assumed that the 90% plans, specifications, and other documentation will be submitted to WSDOT Local Programs, by the City, for review and construction obligation. The CONSULTANT will prepare written responses in spreadsheet format to City and/or WSDOT Local Programs comments generated from the design review. Assumptions • The City will provide a template/boilerplate of its Bid Proposal Package. • The City will provide recent examples of General Special Provisions for Divisions 0 through 1. Consultant Deliverables • 90% Design Plans • 90% Opinion of Probable Construction Costs • 90% Design Supporting Documentation • 90% Project Manual • 90% milestone spreadsheet responses to City Comments Subtask 4.8: 100% ITS Design The CONSULTANT will progress the plans, opinion of probable construction costs, project manual, and supporting calculations to the 100% level. The CONSULTANT will incorporate comments and feedback from the previous submittal by WSDOT Local Programs and the City. Assumptions 9 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB • The purpose of the 100% submittal is to confirm that the CONSULTANT has addressed all of the City's and WSDOT Local Program's comments prior to stamp and signature. • The 100%design may be approved by WSDOT by 3/2/2026. Consultant Deliverables • 100% Design Plans • 100% Opinion of Probable Construction Costs • 100% Design Supporting Documentation • 100% Project Manual • 100% milestone spreadsheet responses to City Comments • 100% milestone spreadsheet responses to WSDOT Comments Subtask 4.9: Ad-Ready PS&E The CONSULTANT will prepare the ad-ready plans, project manual, engineer's estimate, and advertisement for inviting bids for the City to advertise and solicit bids for project construction. The CONSULTANT will address comments received from the City and WSDOT from the 100% Design review. Assumptions • No comments are anticipated as part of the Ad-Ready Design Plans submittal • The Construction Obligation Deadline is 6/1/2026. Consultant Deliverables • Ad-Ready Design Plans • Design CAD Files (if requested) • Engineer's Estimate • Design Supporting Documentation • Ad-Ready Project Manual • Design decision log for life of project • Preparation of Advertisement Inviting Bids Task 05—Utility Coordination The CONSULTANT shall coordinate with Puget Sound Energy (PSE) with the installation of new aerial communications attached to existing utility poles along Sheridan Rd and Olympus Dr NE. After completion of Subtask 4.5: 30% ITS Design, the CONSULTANT shall complete the pole attachment application per PSE's direction. The CONSULTANT will prepare for and attend up to three (3) one-hour PSE coordination meetings. Assumptions • The 30% ITS Design Plans will identify proposed poles and pole numbers. • PSE will provide pole attachment agreement documents. • Agreement will include up to twenty-five (25) PSE poles. Consultant Deliverables • Draft and Final PSE Pole Attachment Agreement Task 06—SR 303 & NE Furneys Lane Signalized Intersection - Optional Task SR 303& NE Furneys Lane Signalized Intersection is an optional task and can be enacted at the discretion of the City. No fee is provided in the agreement; however, a scope and fee may be added through management reserves or future supplement. 10 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB CONSTRUCTION Task 07—Bid and Award Support The CONSULTANT will provide interpretations and clarifications to contractors for plan and specification questions that arise during bidding. In addition, the CONSULTANT will attend one (1) pre-bid meeting and prepare up to three (3) addenda. Assumptions • City will advertise project for bid. • City will facilitate bid opening. • City will send out Notice of Award using information provided by CONSULTANT. • City will prepare addenda summarizing bidder questions and CONSULTANT responses. • A pre-bid walk-through is not anticipated. Consultant Deliverables • Three (3) addenda Task 08—Construction Support Services Subtask 8.1: Project Coordination The CONSULTANT project manager will coordinate with the City's project manager regularly throughout the construction phase. The coordination will address project scope/status, budget, schedule, meetings, data collection, and planned stakeholder outreach efforts. Primary coordination efforts will be via Teams meetings, telephone calls, and email, as appropriate. The CONSULTANT shall provide project coordination up to twelve (12) months. Subtask 8.2: Progress Reports and Invoices The CONSULTANT will prepare monthly progress reports, invoices, and comply with Disadvantaged Business Enterprise (DBE) payment and reporting requirements. The CONSULTANT will provide an invoice front sheet and an Earned Value (EV) breakdown at the task level in accordance to City requirements and include it with each invoice. Consultant Deliverables • Twelve (12) progress reports and invoices. Subtask 8.3: Meetings The CONSULTANT will attend one (1) preconstruction meeting with the City. The CONSULTANT will also participate in up to two (2) coordination meetings with the City, the Contractor, Kitsap County, WSDOT, and/or utility agencies as necessary to accomplish the construction of the ITS improvements. Subtask 8.4: Shop Drawing and Cut Sheet Review The CONSULTANT will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for communications equipment, conduit, wiring, junction boxes, pull boxes, cable vaults, and Optical Time Domain Reflectometer (OTDR) test reports. Following review, the CONSULTANT will stamp the WSDOT Request for Approval of Materials (RAM) form with the appropriate designation (no exceptions taken, rejected, etc.) and provide the City with the appropriate number of copies for their review. The City will forward RAMs to the contractor for appropriate action. Subtask 8.5: Response to Contractor Request for Information (RFI) The CONSULTANT will respond to contractor RFIs related to ITS design work during construction as necessary. The CONSULTANT will work with the City, Kitsap County, WSDOT, the Contractor, and the appropriate agencies to provide resolution to the RFIs. 11 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Consultant Deliverables • Respond to up to four(4) Requests for Information (RFI). • Two (2) construction drawing revisions. • Two (2) field visits to address design changes associated with the RFIs. Subtask 8.6: Construction Observation The CONSULTANT will participate in up to six (6) construction observations. Construction observation will be conducted around critical activities such as multimodal detection equipment installation, traffic signal cabinet upgrades, conduit installation, fiber optic cable splicing, and communications equipment testing. The CONSULTANT assumes each construction observation will occur over one full working day. The CONSULTANT will record and provide observation notes to the City. Consultant Deliverables • Up to six (6) construction observation reports. Subtask 8.7: Record Drawings The CONSULTANT will prepare record drawings for the ITS improvements following the completion of construction, as required by the City. Record drawings are intended to show as-built conditions that vary from the permitted plans. Record drawings will be prepared using CAD software to digitize changes on a PDF of the signed plans. As-built conditions will be recorded by the Contractor on a copy of the permitted plans as red-lines and will be provided to the CONSULTANT following construction for incorporation into the record drawings. The CONSULTANT is entitled to rely upon the completeness and accuracy of as-built information furnished by the contractor. Consultant Deliverables • As-built CAD files. Management Reserve Fund A management reserve fund (MRF) of 10% of the total budget will be withheld for management control purposes at the City's discretion. 12 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB Supplement#1 Transpo Group USA,Inc. Cost Estimate Worksheet transpagroup Tr Number/Project Name 23328.001 Bremerton SR 303 ASC Rate schedule is effective from June 29,2024 through June 27,2025 Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Project Quality Systems Project Data CAD/ Transp. CAD/ Project Manager Control Engineer Engineer Analyst Graphics Analyst Graphics Admin initials L KT RP JKHC DGN PINS VM BA3 IMR AMC ' labor category Eng L5 Prin L7 Eng L5 Eng L4 Eng L5 Eng L3 Anyl L3 PA L4 PA L5 cost rate $84.13 $100.96 $75.00 $61.06 $77.40 $56.06 $49.04 $55.29 $66.83 Labor: Work Task Hours Cost 1 Task 01-Project Management 2 1.1-Project Coordination 40 8 8 56 $4,773 3 1.2-Progress Reports and Invoices 9 13 22 $1,626 4 1.3-Meetings 0 $0 5 Project Meetings 35 35 15 85 $7,603 6 City Council Meeting and Prep. 8 8 16 $1,481 7 Public Outreach Meeting/Open House and Prep. 8 8 $673 8 WSDOT Local Programs Coordination 4 4 8 $740 9 1.4-Project Schedule 6 6 $505 10 Task 02-ITS Roadmap-Base JI 11 Task 03-ASC Systems Engineering 12 3.1-ASC Evaluation Approach 0 $0 13 Draft Evaluation Approach 4 2 2 8 $688 14 Final Evaluation Approach 4 2 6 $538 15 3.2-CorddorAtlas 0 $0 16 Draft Corridor Atlas 8 8 16 8 40 $2,612 17 Final Corridor Atlas 4 8 4 16 $1,006 18 3.3-Concept of Operations 0 $0 19 Workshop 8 4 12 $973 20 Draft Conops 6 2 8 16 32 12 76 $4,778 21 Final Conops 4 2 4 2 12 8 32 $2,024 22 3.4-System Requirements 0 $0 23 workshops 8 4 12 $973 24 DraftSysRegs 6 8 24 38 $2,282 25 Final SysRegs 4 2 4 12 22 $1,427 26 Peer-to-Peer Interviews 8 4 12 $973 27 3.5-Verification and Validation Plans 0 $0 28 Draft Verification Plan 4 2 4 10 $683 29 Final Verification Plan 2 2 2 6 $416 30 Draft Validation Plan 4 2 12 18 $1,075 31 Final Validation Plan 2 2 6 10 $613 32 3.6-ASC Procurement Documentation 0 $0 33 RFP Documentation 12 2 4 2 24 44 $2,843 34 3.7-Procurement Support Services 0 $0 35 Bidder Questions 4 2 8 14 $879 36 Addenda 4 8 12 $729 37 Proposal Evaluations 8 4 16 28 $1,758 38 Task 04-ITS PS&E F 39 4.1-Topograhic Survey 2 4 6 $413 40 4.2-Right-of-Way Survey 2 4 6 $413 41 4.3-As-Built Review and Field Investigation 8 16 24 $1,650 42 4.4-Communications Design Alternatives-Base M -..1.�-,1 1. 0 $0 43 4.5-30%ITS Design 0 $0 44 Design Plans 16 8 40 64 $4,388 45 Opinion of Probable Construction Costs 2 4 4 10 $713 46 Supporting Calculations 1 2 3 $206 47 QC 4 2 6 $538 48 Design Review 2 2 2 6 $492 49 Area of Potential Effect Exhibit 2 2 8 12 $859 50 4.6-60%ITS Design 0 $0 51 Design Plans 24 8 56 88 $6,038 52 Opinion of Probable Construction Costs 4 4 8 16 $1,125 53 Supporting Calculations 2 4 6 $413 54 QC 8 4 12 $1,077 55 Design Review 2 2 2 6 $492 56 Draft and Final SEPA Checklist 4 2 10 16 $1,288 57 Draft and Final NEPA Documents 4 2 20 26 $2,038 58 4.7-90%ITS Design 0 $0 59 ASC System Vendor Coordination 8 16 24 $1,650 60 Design Plans 16 8 40 64 $4,388 61 Opinion of Probable Construction Costs 2 4 4 10 $713 62 Project Manual 8 12 20 $1,406 63 Supporting Calculations 2 4 6 $413 64 QC 8 4 12 $1,077 65 Design Review 2 2 2 6 $492 66 4.8-100%ITS Design 0 $0 67 Design Plans 2 4 4 10 $713 68 Opinion of Probable Construction Costs 2 2 4 $290 69 Project Manual 2 2 4 _ $290 70 Supporting Calculations 2 2 4 $290 71 QC 2 2 4 $370 72 4.9-Ad-Ready PS&E 0 $0 73 Design Plans 2 4 6 $413 74 Project Manual 2 4 6 $413 75 Engineer's Estimate 2 4 6 $413 76 Advertisement Preparation 4 4 $337 77 Task 05-Utility Coordination 0 $0 78 Meetings 4 4 $337 79 Supporting Documentation 4 8 12 $825 80 Task 06-SR 303&NE Furneys Lane Signalized Intersection-Optional Task 81 Task 07-Bid and Award Support-CN Phase 82 Pre-Bid Meeting 2 2 $168 83 Bidder Questions 2 4 6 $413 84 Addenda 3 6 9 $619 85 Task 08-Construction Support Services-CN Phase 86 8.1-Project Coordination 20 20 $1,683 87 8.2-Progress Reports and Invoices 6 6 12 $906 88 8.3-Meetings 6 6 $505 89 8.4-Shop Drawing and Cut Sheet Review 2 8 10 $657 90 8.5-Response to Contractor RFI 4 16 20 $1,313 91 Construction Drawing Revisions and Field Visits 20 _ 16 36 $2,660 92 8.6-Construction Observation 24 24 48 $3,485 93 8.7-Record Drawings 4 16 20 $1,313 Total Hours 468 91 157 348 20 24 160 32 19 1319 $39,373 $9,187 $11,775 $21,249 $1,548 $1,345 $7,846 $1,769 $1,270 Overhead 166.38% $158,664.91 Fee fas a%of labor) 30.00% $28,608.89 Miscellaneous Expenses: Subconsultants: Subs Firm Cost 1 Conduit Proofing-PE $8.000 1 Citizen Engineers(Systems Engineering) $36,662 2 Travel expenses(mileage/ferry)-PE $500 2 LDC,Inc.(Survey,TCPs)-DBE $62,332 3 Travel expenses(mileage/ferry)-CN $500 3 4 4 5 DBE%Supplement#1 14.51% Total Reimbursable Expenses $9,000 Subconsultants $98,9!, SUPPLEMENT PE SUBTOTAL ESTIMATE $346,130.23 SUPPLEMENT CN SUBTOTAL ESTIMATE $44,500.73 SUPPLEMENT MANAGEMENT RESERVE(10%) $39,063.10 SUPPLEMENT TOTAL ESTIMATE $429,694.06 Cost Estimate Prepared on:10/1/2024 BremPrtnn SRRrr3 Arlantiva Simla!Control Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB BUL19 L CsLnndW October 1, 2024 Citizen Engineers Project Number: 23042 Jim Peters Kelly Smith Cost Rate $ 113.00 $ 65.00 Overhead Rate-Safe Harbor (110%) $ 124.30 $ 71.50 Fee as a% of Labor(30%) $ 33.90 $ 19.50 Fully Burdened Rate $ 271.20 $ 156.00 Task Task Name Total Hours Budget Expenses Total 3 ASC Systems Engineering 82 88 170 $35,966.40 $695.50 $36,661.90 3.1 ASC Evaluation Approach 6 0 6 $1,627.20 $1,627.20 3.2 Corridor Atlas 20 24 44 $9,168.00 $9,168.00 3.3 Concept of Operations 26 28 54 $11,419.20 $695.50 $12,114.70 3.4 System Requirements 12 8 20 $4,502.40 $4,502.40 3.5 Verification and Validation Plan 4 8 12 $2,332.80 $2,332.80 3.6 ASC Procurement Documentation 12 16 28 $5,750.40 $5,750.40 3.7 Bidding Support Services 2 4 6 $1,166.40 $1,166.40 Labor Costs $14,986.00 Overhead -Safe Harbor(110%) $16,484.60 Fee as a%of Labor(30%) $4,495.80 TOTAL ESTIMATE 82 88 170 $35,966.40 $695.50 $36,661.90 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB LDC I :.. Client Name:Transpo Group Project Name: Bremerton SR 303 EXHIBIT B:Proposed Budget/Fee Date: 1/30,i2024 v.hnce Tosrmmnd RikyEdrrards Geoff,tok n/a 'ba No M6C$ na Garcia n/a VasiliyKemk n/a NiguelRendon ma di(ordnilkr n.a Jesse Saida Kyle Carlson 3ni Scott Garcia orof Lard Professional Senior Survey S]:cc FkW Sw Savoy Crew Siw Oe:e rev ore rev •Cm sox( Direct Labor Ta#Code reci Y H' N N tt.4. Over Head Fee(31TW) Total Oi Sur/re/rite Land Surveyor Tecrnkian Manager Technician Chief II Chief II SChief 11 SChiefI recounting Supervisor Costs Task 4.2:Topograp46 Survey e 12 9ti 14 16 80 16 9 2 $9,050.32 §16,187.40 §2J 15.10 §27,952.82 4.3:Ricrto0Wav Determination 40 $2,318.40 $4146.69 $695.52 $7.160.61 4.3.1:Certified Ri,7 F-War tr, $1.618.56 42,894.96 0485.57 $4,999.08 4.3.2:Tie Monuments 4 12 9764.64 $1,367.64 $229.39 *2,361.67 10.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 91.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 91.00 $0.00 $0.00 $0.00 91.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 91.00 8 68 56 0 14 l6 0 0 92 0 tE 0 0 4 2 10.00 40.00 E0.00 g1.00 Ig541.44 $3,941.28 §2,419.2o $0.00 §811.44 g688.00 $0.00 $0.00 $4,084.80 $0.00 $6r.L.r.n $0,00 $0,00 $0.00 30.00 $28].36 I $80.96 313,751.92 324,596.68 34,125.58 342,474.18 LDC Consulting Cost: Sxbtolal:LDC Direct Labor Costs $ 13,520.08 Overhead 178.8696 $ 24,182.02 Fee 30.0096 $ 4,056.02 Total:LDC Di reci Labor,OH$Fee $ 41,758.12 Subconsultant(s): 1 Underground Ltilily Vendor § - $ 3 § - 4 § - 5cbtolal § - Orerhead(1596) § - Total:Subcons2tarts § - Miss Reimbursable Expenses: Title Reports § - Mileage Expenses(Mileage @ Current IRS Rate) $0.625 $ 350.00 Printing $2 $ - Total:Miss Reimbursa3es § - TOTN ESTEIILTED COST $ 42.108.12 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Client Bane:Trarepo EXHIBIT B:Proposed Budget I Fee LDC DC -"'i`' Protect Nane:Bremerton SR 303-TCP Supplement * ` '- Date:9(11/29 I.r Sr.Projol/ C/D CM C(D Pwfcsonal Principal cog / Project Dezign SAC. Associate ...Land Project ...Survey Chef of Surrey Survey 10 Survey.., Project Plannn E.t.T. Technician Technican Technician GISS list Land Orator g Mana9ec/Sr. En9inecr Fn9inea Technician Planer Pecia Survcwr Surveyor Technician Pantie, Technician Chief II ChidI Adm.. Manager Hours III II I Hours Sursewr Tao lours Hours Hanner Hours !burs !burs fours fours Hours !burs lours !burs fours fours lours lours Hall. lours !burs !burs Summary of Direct Rate(per hour) $70 $60 $50 $90 $35 $30 $90 $30 $25 $20 $30 $25 $35 $90 $30 $30 $35 $30 I $25 $20 $25 Crisis 1. 5ubtask4.6:60%ITS Design 12 15 25 $2,190 l 2. 5ubtask4.7:90%ITS Design 8 10 20 $1,560 a 5ubtask4.8:100%ITS Design 4 4 14 $860 4. 5ubtask 4.9:Ad-Ready P5&E 2 1 2 $240 5. $0 6. $0 7. $0 8. $] 9. $0 10. $0 11. $V 12. $0 13. $0 14. $0 15. $0 16. $0 17. $0 18. $0 19. $0 fiourtslmae: 26 0 0 0 0 0 3] 61 0 0 0 0 0 0 0 0 0 0 0 0 0 $4,850 Total Labor Cos: $1,820 So So $I Bo Bo $1,200 $1,830 So $I Bo Bo So So So $I Bo Bo So So So LDC Consulting Cost: Subtotal:LDC Consulting $ 4,850 Indirect CosP(178.6%) $ 8,662 Fee(30%) $ 1,455 Told:LDCLthor I,Fees $ 14,%7 Subconstltant(sj: I Geotochnical Engineering Firm 2 Traffic Engineering Firm 3 Landscape Architecture Fent 4 Sbucturd Engineering Frm Subtotal $ Overhead(to%/c) $ Told:Subconsultant $ Direct Non-Salary Cost: Mileage&Etiperces(Mileage @ Current IRS Rate) Printing Tota:Direct Non-SAay $ TOTAL ESTIMATED COST Id%7 *This staidard fee schedule is subject to annual adjustment cn January 1st of each year to reflect increased cost due to inflation DELETE POSITIONS NOT USED Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB LDC I SEngineerinurveying g Planning Client Name:Transpo Group Project Name: BremertonSR303 EXHIBIT B: Proposed Budget/ Fee Date 1/30/2024 ul nce Townsend Riley Edwards Gerold Huck n/a Sebastian Nate McCabe Garcia n'a n/a Vasiliy Kotok We Miguel Rendon We Clifford Miller n/a Jesse Sotelo Kyle Carlson Joli Scott Director of Land Professional Senior Survey Survey Field survey Survey Crew Survey Crew Survey Crew Survey Crew Director of Accounting Direct Labor Task Code Over Head Fee(30%) Total Surveying Land Surveyor Technician Manager Technician Chief II Chief li Chief II Chief l Accounting Supervisor Costs Task $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 5:Utility Coordination s 28 $1,762.68 $3,152.73 $528.80 $5,444.21 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 0 8 0 0 0 0 28 0 0 0 0 0 0 0 $1,762.68 $3,152.73 $528.80 $5,444.21 $0.00 $0.00 $345.60 $0.00 $1 D 10 $0 oil /0.0 1 1,0 00 $1,243.20 $0.00 $1 10 $e1 10 $0.0 1 $o op $0.00 $0.00 $1.00 LDC Consulting Cost: Subtotal: LDC Direct Labor Costs $ 1,588.80 Overhead 178.86% $ 2,841.73 Fee 30.00% $ 476.64 Total: LDC Direct Labor,OH&Fee $ 4,907.17 Subconsultant(s): 1 Underground Utility Vendor $ - 2 $ - 3 $ - 4 $ - Subtotal $ - Overhead(15%) $ - Total: Subconsultants $ - Misc Reimbursable Expenses: Title Reports $ - Mileage&Expenses(Mileage @ Current IRS Rate) $0.625 $ 350.00 Printing $2 $ - Total: Misc Reimbursables $ - TOTAL ESTIMATED COST $ 5,257.17 Docusign Envelope ID:498752C4-EE90-42E4-94F1-1 C55ED922FEB Washington State Development Division iI Department of Transportation Contract 47408Services Office PO BoxOlympia,WA 98504-7408 7345 Linderson Way SW Tumwater,WA 98501-6504 TTY:1-800-833-6388 www.wsdot.wa.gov May 28, 2024 Transpo Group USA, Inc. 12131 113th Avenue NE, Suite 203 Kirkland, WA 98034 Subject: Acceptance FYE 2023 ICR—Risk Assessment Review Dear Sarah Brinkerhoff: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2023 ICR of 166.38% of direct labor (rate includes 0.11% Facilities Capital Cost of Money). This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs,based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates(a/wsdot.wa.2ov. Regards, Schaizie tfa�v� Schatzie Harvey(May 29,2024 06:29 P SCHATZIE HARVEY, CPA Contract Services Manager SH:sms Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Washington State Transportation Building O De artment of Trans rtation 310 Maple Park Avenue S.E. p � P.O.Box 47300 Olympia,WA 98504-7300 360-705-7000 TTY:1-800-833-6388 www.wsdot.wa.gov October 24, 2023 Jim Peters,Principal Citizen Engineers,LLC 2735 SE 58th Ave Portland, OR 97206-1442 • Re: Citizen Engineers, LLC Safe Harbor Indirect Cost Rate Dear Jim: Washington State has received approval from our local Federal Highway Administration(FH WA) Division to continue administering the"safe harbor" indirect cost rate program on engineering and design related service contracts, as well as for Local Public Agency projects. We have completed our risk assessment for Citizen Engineers,LLC. We conducted our assessment based on the documentation provided by the firm. The reviewed data included, but was not limited to, a description of the company, basis of accounting, accounting system and the basis of indirect costs. Based on our review,your firm is eligible to use the Safe Harbor rate. You have opted to use the Safe Harbor rate,rather than provide a FAR-compliant rate at this time. We are issuing the Safe Harbor Indirect Cost Rate of 110%of direct labor, and a field rate, where applicable, of 80%of direct labor for Citizen Engineers. The Safe Harbor rate is effective on M ay 9, 2023. Citizen Engineers has agreed to improve Internal Controls and timekeeping processes to be able to develop an Indirect Cost Rate Schedule in the future in accordance with the Federal Acquisition Regulations(FAR), Subpart 31. The WSDOT Internal Audit Office has provided guidance and information related to FARs and the AASHTO Audit Guide. You may use the Safe Harbor Rate of 110%, or 80%for field office situations, for agreements entered prior to May 9, 2026. For agreements entered after this date,please contact the WSDOT Consultant Services Office (C SO)or our office for guidance. The Safe Harbor Rate will not be subject to audit. Please coordinate with CSO or your Local Programs contact if you have questions about when to apply the Safe Harbor rate to your agreement. If you have any questions, please contact Steve McKerney or me at(360)705-7003. Sincerely, Jarron Elter Agreement Compliance Audit Manager cc: Steve McKerney,Director of Internal Audit Larry Schofield,MS 47323 File Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB CERTIFICATION OF FINAL INDIRECT COSTS —FOR A SAFE HARBOR INDIRECT COST RATE Firm Name: Citizen Engineers,LLC I, the undersigned, certify that I have reviewed the proposal to establish the Safe Harbor rate. The firm is electing to use the SAFE HARBOR INDIRECT COST RATE of 110%of direct labor with a field rate, when applicable, of 80%of direct labor. To the best of my knowledge and belief a) The firm has not had a FAR compliant indirect cost rate previously accepted by any other state agency. b) The firm will provide reports as required by the SAFE HARBOR RATE program on their progress toward compliance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR),part 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and prior& current indirect cost rates have been disclosed. The firm agrees to follow the 'Path to Compliance". Steps noted below: The Pathway must include: • A timekeeping system which includes the Internal Controls described in chapter 6 ofAASHTO • An accounting system which separates indirect costs and direct costs • An accounting system which separates allowable and unallowable cost • A compliant job cost system which is general ledger driven • Training for accounting personnel and key management on Part 31 of the Federal Acquisition Regulations, Contract Cost Principles and Procedures • A strong written internal control policy with a policy and procedures manual *Signature: ktbi SkifL *Name of Certifying Official(Print): Kelly Smith *Title: Managing Director Date of Certification(mm/dd/yyyy): 10/23/2023 *Note: This form is to be completed by an individual executive or financial officer of the consultant at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate proposal submitted in conjunction with the agreement. Docusign Envelope ID:498752C4-EE90-42E4-94F1-1C55ED922FEB Washington State Development Division WAi or ar De tment of Transportation Contract Services Office p p PO Box 47408 Olympia,WA 98504-7408 7345 Linderson Way SW Tumwater,WA 98501-6504 TTY:1-800-833-6388 www.wsdot.wa.gov May 17, 2024 Land Development Consultants, Inc. 20210 142nd Ave NE Woodinville, WA 98072 Subject: Acceptance FYE 2023 ICR—Risk Assessment Review Dear Kyle Carlson: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2023 ICR of 178.86%. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates(a wsdot.wa.2ov. Regards, SchaWe tfajv SchatzieHarvey(May 21,2024 12: DT) SCHATZIE HARVEY, CPA Contract Services Manager SH:sms DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): Transpo Group USA, Inc. Address Federal Aid Number 12131 113th Ave NE, Suite 203, Kirkland, WA 98034 STBG-0303(017) UBI Number Federal TIN or SSN Number 603 258 009 46-1523472 Execution Date Completion Date 05/23/2024 December 31, 2026 1099 Form Required Federal Participation ❑ Yes ❑� No ❑� Yes ❑ No Project Title SR 303 Adaptive Signals (Sheridan to Riddell) Description of Work Assist the City of Bremerton in the systems engineering and design of the SR 303 Adaptive Signals project, which addresses Phase 1A- Traffic Management as detailed in the SR 303 Corridor Study. Work to be performed by Consultant consists of developing planning documents, procurement support, environmental permitting, and preliminary engineering design for retrofitting Adaptive Signal Control Technology (ASCT) at five (5)existing signalized intersections along the SR 303 corridor including Sheridan Road, Sylvan Way, Broad Street, Hollis, Street, and Riddell Road. Q Yes $13,944.00 ❑ No DBE Participation Total Amount Authorized: $90,433.14 ❑ Yes Q No MBE Participation Management Reserve Fund: $9,043.31 ❑ Yes ♦❑ No WBE Participation Maximum Amount Payable: $99,476.46 ❑ Yes ID 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 Exhibit II Liability I11�u1C411w I11l1NUJ� Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C THIS AGREEMENT, made and entered into as shown in the "Execution Date"box on page one (1) of this AGREEMENT, between the City of Bremerton hereinafter called the "AGENCY" and the "Firm/ Organization Name"referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or(ii)by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Chris Dimmitt, PE Name: Karl Typolt Agency: City of Bremerton Agency: Transpo Group USA, Inc. Address: 345 6th St, Suite 100 Address: 12131 113th Ave NE, Suite 203 City: Bremerton State: WA Zip: 98337 City: Kirkland State: WA Zip: 98034 Email: Christopher.Dimmitt@ci.bremerton.wa.us Email: Karl.Typolt@transpogroup.com Phone: 360-473-2307 Phone: 425-896-5225 Facsimile: Facsimile: IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E"and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. 1. Direct (RAW)Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR)Costs: ICR Costs are those costs, other than direct costs,which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D"and "E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT(prime and all A&E sub-consultants)will submit to the AGENCY within six(6)months after the end of each firm's I fiscal year, an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their A&E sub-consultants I shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. (excluding Meals,which are reimbursed at the per diem rates identified in this section) These charges may include, but are not limited to,the following items: travel,printing, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air,train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and revisions thereto. Air,train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR)Part 31.205-46 "Travel Costs."The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct(RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct(RAW) Labor costs for CONSULTANT employees,the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct(RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20)working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6)year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier,to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment,the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion,to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default,the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination,the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event,the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII"Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b)the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's,their agents', officers' and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Unless otherwise specified in this AGREEMENT,the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance,the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1)used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY,their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Christopher Dimmitt Agency: City of Bremerton Address: 345 6th St, Suite 100 City: Bremerton State: WA Zip: 98337 Email: Christopher.Dimmitt@ci.bremerton.wa.us Phone: 360-473-2307 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT,the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment,"hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit"G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT,the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii)returned all of the State's Confidential Information to the AGENCY; or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT;the purpose(s)for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel,Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified. The CONSULTANT shall include this section XX"Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. DocuSigned by: amiLeA, 5/23/2024 RAF46fl RF747R Signature Date DocuSigned,by: =e- � LUAUS 5/23/2024 BER4AO611421 O 171... Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit A Scope of Work Project No. Agreement Number: Exhibit A-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit A—Scope of Work Client Name: City of Bremerton Project Name: SR 303 Adaptive Signals (Sheridan to Riddell) Exhibit Dated: March 15, 2024 TG: 1.23328.00 Scope of Services Transpo Group USA, Inc. ("CONSULTANT") and its subconsultants will provide engineering services to the City of Bremerton ("CITY") in accordance with the following tasks (Phase 1): • Task 01 — Project Management and Coordination • Task 02— Intelligent Transportation System (ITS) Roadmap • Task 04— ITS Plans, Specifications, and Estimate (PS&E) o Subtask 4.1: Topographic Survey o Subtask 4.3: As-built Review and Field Investigation o Subtask 4.4: Communications Design Alternatives and Recommendation (15% Design) Future scope and fee (Phase 2) will be determined with a contract supplement and may include: • Task 01 — Project Management and Coordination • Task 03—Adaptive Signal Control (ASC) Systems Engineering • Task 04— ITS Plans, Specifications, and Estimate (PS&E) • Task 05—Utility Coordination • Task 06—Curb Ramp Modification PS&E • Task 07—SR 303& NE Furneys Lane Signalized Intersection • Task 08—Right of Way Services • Task 09— Bid and Award Support • Task 10—Construction Support Services Transpo and its team of subconsultants are together referred to as "CONSULTANT" in the following scope of services. Task 01—Project Management and Coordination Subtask 1.1: Project Coordination The CONSULTANT project manager will coordinate with the CITY's project manager on a regular basis throughout the duration of the project. The coordination will address project scope/status, budget, schedule, meetings, data collection, and planned stakeholder outreach efforts. Primary coordination efforts will be via Teams meetings, telephone calls, and email, as appropriate. A project OneDrive folder will be established by the CONSULTANT for document uploading and sharing. Subtask 1.2: Progress Reports and Invoices The CONSULTANT will prepare monthly progress reports, invoices, and comply with Disadvantaged Business Enterprise (DBE) payment and reporting requirements. The CONSULTANT will provide an invoice front sheet and a Earned Value (EV) breakdown at the task level in accordance to City requirements and include it with each invoice. Subtask 1.3: Meetings The CONSULTANT will prepare for and attend project meetings with the CITY Project Manager scheduled at the discretion of the CITY. Specific subconsultants and staff will be identified for participation in each meeting based on the topic(s) to be discussed. The CONSULTANT will coordinate with the CITY to determine the most appropriate type of meeting (virtual or in-person) based on the topic(s)to be discussed. The CONSULTANT will be responsible for providing meeting agendas, recording meeting minutes, and documenting design decisions within a decision log. Subtask 1.4: Project Schedule The CONSULTANT will develop the project schedule and provide updates on a quarterly basis. 7r DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Assumptions • The CONSULTANT assumes up to ten (10) project meetings at 1-hour in length, which includes time to prepare meeting agendas and meeting minutes. • Of the ten (10) project meetings, up to two (2) will be in-person held at the Norm Dicks Government Center. It is assumed that the CONSULTANT Project Manager and up to three other staff and/or subconsultant staff will be present at these meetings. • Phase 1 of the project is anticipated to have a 5-month design schedule from Notice to Proceed. Consultant Deliverables • Agendas and minutes for all project progress meetings, notes, emails, or other summaries of communication in electronic format upon request. • Monthly progress reports and invoices in electronic format sent to EngineeringAP@ci.bremerton.wa.us. • Updates to project schedule, in electronic format, on an as needed basis. Task 02—ITS Roadmap The CONSULTANT will evaluate different technology options and design alternatives that have been identified as areas of interest by the CITY. Multimodal Detection Systems Evaluation The CONSULTANT will evaluate the multimodal detection systems that are capable of detecting the presence of general-purpose vehicles, freight, transit, emergency services, pedestrians, cyclists, etc. Detection systems may include video detection with machine learning, radar detection, wireless magnetometers, and infrared, GPS, and cloud-based preemption, and the various vendors/manufacturers that provide these systems. The CONSULTANT will meet with the City's operations and maintenance staff to identify specific technologies, requirements, and areas of interest. Consideration will be given to the necessary field infrastructure (e.g., detectors, mounting equipment, cabinet equipment, cabling and associated conduits and junction boxes, etc.), maintenance needs, capital costs (rough order-of-magnitude cost estimates for installing the system at an existing intersection), compatibility with the ASC system, and flexibility for accommodating future detection needs. Multimodal detection will also consider data collection such as automated counts, classifications, and near-miss analysis. Traffic Signal Control Evaluation The CONSULTANT will evaluate signal controller equipment, signal timing strategies, and the feasibility of ASC on up to four (4) future corridors. The evaluation could consider operating guidelines for dynamic flashing yellow arrow, leading pedestrian intervals, signal coordination, etc. Advanced Transportation Controllers (ATCs) in support of Automated Traffic Signal Performance Measures (ATSPMs) will be a focus. The CONSULTANT will meet with the City's operations and maintenance staff to identify specific technologies, signal controller standards, requirements, and areas of interest. Communications Systems Evaluation The CONSULTANT will evaluate hardwired and wireless communications systems, as it relates to the deployment of the ASC system along the SR 303 corridor as well as citywide supporting communications to all City signalized intersections and priority City facilities. Consideration will be given to existing communications systems and infrastructure that the City already utilizes (e.g., fiber optic cable, copper interconnect, underground conduit, aerial pathways, etc.) and the capabilities for the communications system to support adaptive operations and possible CCTV camera viewing (e.g., throughput, latency, etc.). The CONSULTANT will meet with the CITY to determine where/how the SR 303 intersections should connect to the City's existing communications system, identify potential communications system routing options, and evaluate the feasibility of a phased implementation approach. For example, this project can deploy wireless communications in the short term until future construction projects install new fiber optic infrastructure (e.g. Warren Ave Bridge Widening). Traffic Management Center Evaluation 1" 2 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C The CONSULTANT will evaluate the feasibility of constructing (i.e., converting/re-purposing existing office space) a new Traffic Management Center (TMC), either at the Public Works Building (100 Oyster Bay Ave, Bremerton, WA 98312) or at Bremerton City Hall (Norm Dicks Government Center, 345 6th St#600, Bremerton, WA 98337). The CONSULTANT assumes hearing, ventilation, and air conditioning (HVAC) will be maintained. Consideration will be given to the availability of space to install servers, workstations, and monitors for the ASC system. Building on the findings from the Communications System Evaluation to determine how the SR 303 intersections connect to the City's existing communications system, it is also expected that meetings with the City's IT Department will be needed to ensure the TMC can communicate with and remotely manage the SR 303 intersections. A virtual, cloud-based approach will also be considered requiring a meeting with the IT Department to address security concerns and firewall permissions. Assumptions • The CONSULTANT will facilitate up to six (6), 1-hour virtual meetings with the CITY to address existing conditions, evaluation findings for each evaluation topic, and Draft ITS Roadmap comment resolution. • The Draft and Final ITS Roadmap will include recommendations for multimodal detection systems, traffic signal control, communications systems, and a traffic management center. Consultant Deliverables • Draft and Final ITS Roadmap • Agendas and minutes for all meetings Task 03—ASC Systems Engineering Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 04—ITS PS&E The CONSULTANT will prepare a Communications Design Alternatives and Recommendation (15% Design) for traffic signal and communications improvements along the SR 303 corridor interconnecting the following signalized intersections: • SR 303&Sheridan Rd • SR 303&Sylvan Way • SR 303& E Broad St • SR 303& Hollis St • SR 303& NE Riddell Rd Additionally, it is assumed that a communications connection will be needed to provide communications between the project's signalized intersections along SR 303 and back to a City facility. It is assumed that this communications connection will enable the City's Information Technology (IT) department to provide remote management capabilities of the five SR 303 signalized intersections. Subtask 4.1: Topographic Survey Subtask 4.3.1: Preliminary Survey Services The CONSULTANT will provide preliminary survey services to support the Communications Design Alternatives and Recommendation (15% Design) along SR 303 in Bremerton, between Sheridan Rd and NE Riddell Rd. The work conducted will be foundational, serving as a preliminary stage that will be built upon in Phase 2. Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Preliminary survey services will include the following items: Preliminary Research and Data Collection: • The CONSULTANT shall conduct comprehensive preliminary research relevant to the SR 303 corridor project. • The CONSULTANT shall review title documents to understand property boundaries and rights. 3 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C • The CONSULTANT shall pull public records that provide insights into the project area, including previous surveys, land use documents, and environmental reports. Field Work for Establishing Foundations: • The CONSULTANT shall establish ground control points to serve as the basis for all subsequent surveying activities. • The CONSULTANT shall locate pertinent monumentation in and around the project area to ensure accurate mapping and documentation. • The CONSULTANT shall establish horizontal and vertical datums that will guide the design and planning phases of the project. Assumptions • The work conducted under this scope will lay the groundwork and foundation for the remainder of the Topographic Survey scope to be executed in a future phase. • The scope is confined to the hours outlined in the fee schedule, marking the initial stage of surveying efforts without purporting to deliver a completed survey product or final determination. Consultant Deliverables Existing boundary summary to inform the Communications Design Alternatives and Recommendation (15% Design) Subtask 4.2: Geotechnical Investigation Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Subtask 4.3: As-Built Review and Field Investigation The CONSULTANT will consult with the CITY to provide documentation (e.g., as-builts) on the existing features and traffic signal system components at the project intersections and along the SR 303 corridor. After reviewing the existing documentation, the CONSULTANT will identify items that require field investigation and perform necessary site visits to collect/verify this information. The field investigation will focus on the following elements: • Existing traffic signal controller cabinets • Existing junction boxes and conduits • Existing traffic signals and ITS infrastructure (e.g., communications equipment, fiber optic/copper interconnect infrastructure, vehicle detection equipment, etc.) Assumptions • The CITY will provide any existing traffic signals/ITS infrastructure documentation, including as- builts, CAD files, etc. • The CITY will accompany CONSULTANT staff during site visits to access the existing traffic signal controller cabinets. Subtask 4.3.1: Conduit Proofing Future scope and fee to be determined with contract supplement. Subtask 4.4: Communications Design Alternatives and Recommendation (15% Design) The CONSULTANT will document SR 303 communications design alternatives and provide a recommendation for CITY review. The recommendation will be based upon available construction funding, preliminary construction costs for up to 3 design alternatives, and phased implementation considerations. Consultant Deliverables • Draft and Final Communications Design Alternatives memo Subtask 4.5: 30% ITS Design 4 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Subtask 4.6: 60% ITS Design Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Subtask 4.7: 90% ITS Design Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Subtask 4.8: 100% Design Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Subtask 4.9: Ad-Ready PS&E Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 05—Utility Coordination Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 06—Curb Ramp Modifications PS&E Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 07—SR 303 & NE Furneys Lane Signalized Intersection Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 08—Right of Way Services Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 09—Bid and Award Support Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Task 10—Construction Support Services Future scope and fee to be added via contract supplement following determinations and recommendations developed from Tasks 02 and 04. Management Reserve Fund A management reserve fund (MRF) of 10%for the Phase 1 budget will be withheld for management control purposes and can only be utilized with written authorization from the CITY. The CONSULTANT budget established for this Management Reserve Fund is to be utilized at the CITY's sole discretion. 5 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit B DBE Participation The DBE goal for this project is 14%. Land Development Consultants, Inc. (DBE#D5M0020578) has a budget of$13,994 which represents 15.5% of the contract value. Agreement Number: Exhibit B-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C 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 See Exhibit A Scope of Work B. Roadway Design Files See Exhibit A Scope of Work C. Computer Aided Drafting Files See Exhibit A Scope of Work Agreement Number: Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 4 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C D. Specify the Agency's Right to Review Product with the Consultant See Exhibit A Scope of Work E. Specify the Electronic Deliverables to Be Provided to the Agency See Exhibit A Scope of Work F. Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A Scope of Work Agreement Number: Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C II. Any Other Electronic Files to Be Provided See Exhibit A Scope of Work III. Methods to Electronically Exchange Data See Exhibit A Scope of Work Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 3 of 4 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C A. Agency Software Suite See Exhibit A Scope of Work B. Electronic Messaging System See Exhibit A Scope of Work C. File Transfers Format See Exhibit A Scope of Work Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 4 of 4 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit D Prime Consultant Cost Computations Agreement Number: Exhibit D-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C EXHIBIT D franspo Group USA,Inc. Cost Estimate Worksheet transpo roue 7r Number/Project Name '4: 1=nari :R 303 ASC Rate schedule is effective from July 1,2023 through June 28,2024 Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. Project Quality Systems Project Data CAD! Transp. CAD! Project Manager Control Engineer Engineer Analyst Graphics Analyst Graphics Admin initials KT RP JKHC DGN PWS VM BA3 IMR AMC labor category Eng L5 Prin L7 Eng LS Eng L4 Eng L5 Eng L3 Anyl L3 PA L4 PA L5 cost rate $79.33 $96.15 $71.15 $57.69 $71.15 $52.88 $45.67 $50.00 $62.50 Labor: Work Task Hours Cost 1 Task 01-Project Management wr wmr m 2 1.1-Project Coordination I 10 4 4 18 $1,463 3 1.2-Progress Reports and Invoices 3 5 8 $550 4 1.3-Meetings 10 10 $793 6 1.4-Project Schedule 2 2 $159 7 Julia-ITS Roacknail ' M V 8 Multmodal Detection Systems Evaluation 12 4 24 40 $2,333 9 Traffic Signal Control Evaluation 12 4 12 28 $1,785 10 Communications Systems Evaluation 12 4 24 40 $2,333 11 Traffic Management Center Evaluation 12 4 24 40 $2,333 12 Draft ITS Roadmap 8 4 4 16 32 $2,035 13 Final ITS Roadmap 2 2 8 12 $666 14 Task 03-ABC Systems Engineering-FUTURE 1111111 Z 15 Task04-ITS PS8E 111111 16 4.1-Topograhic Surrey 2 4 6 $389 17 4.2-Geotechnical Investigation-FUTURE - i_ 18 4.3-As-Built Review and Field Investigation 16 40 56 $3,577 19 4.3.1-Conduit Proofing-FUTURE 20 4.4-Communications Design Alternatives 16 8 24 48 $3,223 21 4.5-30%ITS Design-FUTURE 22 4.6-60%ITS Design-FUTURE 23 4.7-90%ITS Design-FUTURE 24 4.8-100%ITS Design-FUTURE 25 4.9-Ad-Ready PS&E-FUTURE 26 Task 05-Utility Coordination-FUTURE 27 Task 0S-ADA Improvements PORE-FUTURE 28 Task 07-SR 3038.NEFumeys Ln-FUTURE • • • 29 Task 09-Right of Way Services-FUTURE I I I 30 Task 09-Bid and Award Support-FUTURE I I I 31 Task 10-Construction Support Services-FUTURE I I I Total Hours 117 8 34 68 0 0 1 0 5 340 $9,282 $769 $2,419 $3,923 $0 $0 $4,,9 932 $0 $313 Overhead can 176.75% $38,244.62 Fee(as a%of labor) ' 30.00% iMIEM Miscellaneous Expliffillenses: Subconsuitants: Subs Cost 1 Conduit Proofing-Optional Task $0 1 Citaen Engineers(Systems Engineering) $10,015 2 Third-party Data-CN Phase $0 2 LDC,Inc.(Survey,DBE) $13,994 3 Travel orpenses(mileage) $50 3 4 Postage $0 4 5 Graphic supplies $0 6 Photography $0 7 Lodging $0 Total Subconsultants $24,010 8 Reproduction $0 9 Traffic counts $0 Total Estimate DBE V. 15.5% 10 Traffic accident data $0 Total Contract DBE% '14.'1% 11 Spec.MPS model run $0 12 Transportation Concurrency Application $0 $90,433.14 $9,043.31 Total Reimbursable Expenses $50 $99,476.46 Cost Estimate Prepared on:3/7/2024 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit E Sub-consultant Cost Computations If no sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting" of this AGREEMENT. Agreement Number: Exhibit E-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 BremPrtnn SRRrl3 Arlantiva Simla!Control 'XHIBIT E DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C BUu J L CsLnndW March 7, 2024 Citizen Engineers Project Number: 23042 Jim Peters Kelly Smith Cost Rate $ 113.00 $ 65.00 Overhead Rate-Safe Harbor (110%) $ 124.30 $ 71.50 Fee as a% of Labor(30%) $ 33.90 $ 19.50 Fully Burdened Rate $ 271.20 $ 156.00 Task Task Name Total Hours Budget Expenses Total 2 ITS Roadmap 26 19 45 $10,015.20 $0.00 $10,015.20 2 Draft ITS Roadmap 18 11 29 $6,597.60 $6,597.60 2 Final ITS Roadmap 8 8 16 $3,417.60 $3,417.60 Labor Costs $4,173.00 Overhead -Safe Harbor(110%) $4,590.30 Fee as a% of Labor(30%) $1,251.90 TOTAL ESTIMATE 26 19 45 $10,015.20 $0.00 $10,015.20 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C EXHIBIT E LDC I .PI Am$ Client Name:Transpo Group Project Name Bremerton SR 3O3 Proposed Budget/Fee Dale: 3/6/2024 v..Tomo.M Y ',7gel a�se:mn 4eua Wse Neese. W.Ili,11.0k ITgel Reese. [Mora Nyk :mom Jon Se. Teat[ox • lS Surrey 6eB SUCw�C:est 6uica hery &:ry�C:ess pu:w LC:ew Oiroct Labor gre xeea zee(awu3 Toul c:rys:p. sane p..tyo. Teee�inee i rage: Tseeinee v [ v [u v x aemr ip aze:rtmB Cozls Task 4.1:Preliminary5vvey5eruices - - 8 24 - 6 8 16 - 8 8 16 4 2 E4,867.I6 YI316.24 Y1,460.33 E13,644.33 $0 L0 $3.00 $0.00 $0.00 TO A $0.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 $O L0 $3.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 $O L0 $3.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 $O L0 $3.00 $0.00 $0.00 $0110 $0.00 $0.00 $0.00 TO $0.00 $0.00 $0.00 $0 L0 $0.00 $0.00 $0.00 24 0 6 8 16 8 8 16 4 • .)6 $),316.24 $1,%0.33 $13,644.33 $541.44 $1391.04 $1.00 $34).)6 $344.00 $710.40 $332.80 $320.00 $512 00 $287.36 70.46 11-19C Consulting Costs Sbtctal:LDCDired Labor Cols $ 4,867.76 aerhead 150.3096 $ 7,316.24 Fee 30.0 096 $ 1,460.33 Total:ICC Direct Labor,CH&Fee $ 13,644.33 Sub[onzultant(s) 1 Llderg:wnd Llil ill Vendor $ - 2 i 3 $ 4 4±33l $ - aerhead(1596) $ - Total:5bccnsultar0s $ - Miss Reimbursable Expenses: Title Repm:ts $ Mleage&Expenses(Mileage @ Curreri IRS Rale) $0.625 $ 350.00 Printing $2 $ - Total:Ms c Reimbvsa4 es $ - TOTD ESTINIy11ED COST $ 13,034.33 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit F - Title VI Assurances Appendix A & E APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, (Title of Modal Operating Administration), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. [Include Modal Operating Administration specific program requirements.] 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. [Include Modal Operating Administration specific program requirements.] 4. Information and Reports: The contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal Operating Administration)to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the contractor will so certify to the Recipient or the (Title of Modal Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the (Title of Modal Operating Administration) may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Title of Modal Operating Administration) may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition,the contractor may request the United States to enter into the litigation to protect the interests of the United States. Local Agency A&E Professional Services Cost Agreement Number Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit F - Title VI Assurances Appendix A & E APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Bremerton Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Transpo Group USA, Inc. whose address is 12131 l l3th Ave NE, Suite 203, Kirkland, WA 98304 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the City of Bremerton 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. Transpo Group USA, Inc. Consultant(Firm Name) DocuSigned by: ( Wus 5/23/2024 BE84AC64424C471... Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit G-1(b) Certification of City of Bremerton I hereby certify that I am the: Q Mayor ❑ Other of the City of Bremerton , and Transpo Group USA 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 City of Bremerton 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. cDocuSigned1A.by: JwA, 5/23/2024 MIIUU`JULUL/Y/D... Signature Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (Federal, State and local)terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Transpo Group USA, Inc. Consultant(Firm Name) DocuSigned by: lA, CoLUM 5/2 3/2 0 2 4 BE84AC64424C471... Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C 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. Transpo Group USA, Inc. Consultant(Firm Name) DocuSigned by: k),qUt, ( UAuts 5/23/2024 B E84A-Cb,1424 C 4711... Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of SR 303 Adaptive Signals project * are accurate, complete, and current as of 03/07/2024 **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Transpo Group USA, Inc. DocuSigned by: (4IAut,s Principal B E84A-Cb,1 42 4 C 4 711.. Signature Title Date of Execution***: 5/23/2024 *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 DocuSign Envelope ID:45B848E1-9144-46C5-8587-CCO250C6AF8C Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased "1 e professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations an• nsurance of this Agreement is amended to $ The C• . SULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount o" Such insuranc= coverage shall be evidenced by one of the following methods: • Certificate o surance. • Self-insurance t' ough an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through • o cumentation of a separate fund established exclusively for the payment of professional liability claims, including im amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the est annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional L'.bility insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value . the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration( WA)for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENC • ay, 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 . oject. • For final contracts, include this exhibit. Agreement Number: Exhibit H-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1,the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved,the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 DocuSign Envelope ID:45E848E1-9144-46C5-8587-CCO250C6AF8C Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing)the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 DATE(MM/DD/YYYY) AcisPR D CERTIFICATE OF LIABILITY INSURANCE 5/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jennifer Aguirre AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX 3697 Mt. Diablo Blvd Suite 230 (A/c,No,Ext): (51 0)465-3090 (A/C,No): Lafayette CA 94549 ADODRESS: DesignProCerts@AssuredPartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURERA: Beazley Insurance Company Inc 37540 INSURED TRANGRO-08 INSURER B: Travelers Property Casualty Company of America 25674 Group USA, Inc. 12131 1 S 13th Ave NE, Suite 203 INSURER C: HARTFORD INSURANCE COMPANY 38288 12131 Kirkland, WA 98034 INSURER D: The Travelers Indemnity Company of Connecticut 25682 425 821-3665 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:827693114 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD sUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) D X COMMERCIAL GENERAL LIABILITY Y Y 6805H922543 1/1/2024 1/1/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 X XCU Included PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X 'ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ D AUTOMOBILE LIABILITY Y Y BA3R390266 1/1/2024 1/1/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR Y Y CUP4F625338 1/1/2024 1/1/2025 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$inpnn $ G WORKERS COMPENSATION Y 57WECZS7222 1/1/2024 1/1/2025 X AND EMPLOYERS'LIABILITY Y/N STATUTE ER WA Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability C1D535240801 1/1/2024 1/1/2025 $5,000,000 Per Claim Claims Made Form $5,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:TG#23328.00 SR 303 Adaptive Signal Control. City of Bremerton is named as an additional insured as respects general liability and auto liability as required per written contract.General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Bremerton 345 6th Street, Suite 100 AUTHORIZED REPRESENTATIVE Bremerton WA 98337 - ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6805H922543 ISSUED DATE: 5/28/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of dude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6805H922543 ISSUED DATE: 5/28/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or"property damage"occurs or the "personal injury" or"advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or dude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy# 6805H922543 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract >7, Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them.At our request, agreement by you. the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only.At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured. The due date proof of notice. for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 O 2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy#6805H922543 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for"bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS— INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III— LIMITS OF INSURANCE: services" during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION— PROFESSIONAL LIABILITY services" to any one person will be deemed The following is added to Paragraph 4.b., to be one "occurrence". Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale off M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, "Incidental medical services" means: of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who between you and that person or organization, that is Is An Insured, of SECTION II — COVERED AUTOS signed by you before the "bodily injury" or "property LIABILITY COVERAGE in the BUSINESS AUTO damage" occurs and that is in effect during the policy COVERAGE FORM and Paragraph e. in A.1., Who Is period, to name as an additional insured for Covered An Insured, of SECTION II — COVERED AUTOS Autos Liability Coverage, but only for damages to LIABILITY COVERAGE in the MOTOR CARRIER which this insurance applies and only to the extent of COVERAGE FORM, whichever Coverage Form is that person's or organization's liability for the conduct part of your policy: of another"insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy# BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57WEGZS7222 Endorsement Number: Effective Date: 01i01i2024 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Transpo Group USA,Inc. Kirkland,WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Cancellation 2 Hazards 05 Liberalization 2 03 Waiver of Our Right to Recover from 4 SECTION II 2 Others VOLUNTARY COMPENSATION INSURANCE 2 04 Foreign Voluntary Compensation 4 06 Voluntary Compensation Insurance A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 2 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT 3 H. Endemic Disease 5 07 Employers' Liability Stop Gap 05 Longshore and Harbor Workers' 5 Coverage 3 Compensation Act Coverage A. Stop Gap Coverage Limited to Endorsement Montana, North Dakota, Ohio, 3 SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: Policy Expiration Date: ©2000, The Hartford SECTION I PARTS ONE and TWO the Information Page, coverage will not be 1. WE WILL ALSO PAY afforded for that state unless we are notified within sixty days. D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and PART SIX E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the 3. Transfer Of Your Rights and Duties following: C. Transfer Of Your Rights and Duties of Part 6 We Will Also Pay (Conditions) is replaced by the following: We will also pay these costs, in addition to Your rights or duties under this policy may not other amounts payable under this insurance, be transferred without our written consent. as part of any claim, proceeding, or suit we If you die and we receive notice within sixty defend: days after your death, we will cover your legal 1. reasonable expenses incurred at our representative as insured. request, INCLUDING loss of earnings; 4. Cancellation 2. premiums for bonds to release Paragraph 2. of D. Cancellation of Part 6 attachments and for appeal bonds in bond (Conditions) is replaced by the following: amounts up to the limit of our liability 2. We may cancel this policy. We must mail or under this insurance; deliver to you not less than 15 days advance 3. litigation costs taxed against you; written notice stating when the cancellation is 4. interest on a judgment as required by law to take effect. Mailing that notice to you at until we offer the amount due under this your mailing address shown in Item 1 of the law; and Information Page will be sufficient to prove notice. 5. expenses we incur. 5. Liberalization PART THREE If we adopt a change in this form that would broaden the coverage of this form without extra 2. How This Insurance Applies charge, the broader coverage will apply to this Paragraph 4. of A. How This Insurance Applies policy. It will apply when the change becomes of Part 3 (Other States Insurance) is replaced by effective in your state. the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 2. The bodily injury must arise out of and in LIABILITY COVERAGE the course of employment or incidental to 6. Voluntary Compensation Insurance work in a state shown in Item 3.A. of the Information Page. A. How This Insurance Applies 3. The bodily injury must occur in the United This insurance applies to bodily injury by States of America, its territories or accident or bodily injury by disease. Bodily possessions, or Canada, and may occur injury includes resulting death. elsewhere if the employee is a United 1. The bodily injury must be sustained by any States or Canadian citizen, or otherwise officer or employee not subject to the legal resident, and legally employed, in the workers' compensation law of any state United States or Canada and temporarily shown in Item 3.A. of the Information away from those places. Page. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 4. Bodily injury by accident must occur keep an amount equal to our expenses of during the policy period. recovery and the benefits we paid. We will 5. Bodily injury by disease must be caused pay the balance to the persons entitled to it. If or aggravated by the conditions of the the persons entitled to the benefits of this officer's or employee's employment. The insurance make a recovery from others, they officer's or employee's last day of last must reimburse us for the benefits we paid exposure to the conditions causing or them. aggravating such bodily injury by disease F. Employers'Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) B. We Will Pay applies to bodily injury covered by this We will pay an amount equal to the benefits endorsement as though the State of that would be required of you as if you and Employment was shown in Item 3.A. of the your employees were subject to the workers' Information Page. compensation law of any state shown in Item This provision 6. does not apply in New Jersey or 3.A. of the Information Page. We will pay Wisconsin. those amounts to the persons who would be EMPLOYERS'LIABILITY STOP GAP COVERAGE entitled to them under the law. 7. Employers'Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease law B. Part One (Workers' Compensation Insurance) or any similar law. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) 3. officers or employees who have elected applies in the states, shown in Paragraph A., not to be subject to the state workers' as though they were shown in Item 3.A. of the compensation law. Information Page. 4. partners or sole proprietors not covered D. Part Two, Section C. Exclusions is changed under the Standard Sole Proprietors, by adding these exclusions. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury Before we pay benefits to the persons entitled resulting from an act which is determined to them, they must: by an Ohio court of law to have been 1. Release you and us, in writing, of all committed by you with the belief than an responsibility for the injury or death. injury is substantially certain to occur. However, the cost of defending such 2. Transfer to us their right to recover from claims or suits in Ohio is covered. others who may be responsible for the injury or death. 13. bodily injury sustained by any member of 3. Cooperate with us and do everything the flying crew of any aircraft. necessary to enable us to enforce the right 14. any claim for bodily injury with respect to to recover from others. which you are deprived of any defense or defenses or are otherwise subject to If the persons entitled to the benefits of this penalty because of default in premium insurance fail to do those things, our duty to under the provisions of the workers' pay ends at once. If they claim damages from compensation law or laws of a state you or from us for the injury or death, our duty shown in Paragraph A. to pay ends at once. E. This insurance applies to damages for which E. Recovery From Others you are liable under West Virginia Code Annot. If we make a recovery from others, we will S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B. of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in policy, we shall not deny coverage under this Item 3.A. of the Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply in the states law, or similar law. of Pennsylvania and Utah. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct direct or indirect, of war, invasion, act of result of bodily injury. Foreign enemy, hostilities (whether war be Our reimbursement shall be limited as follows: declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving this 2. in the event of death, to the amount by limitation unless specific reference is which such expenses exceed the normal made thereto. cost of returning the officer or employee if D. Before We Pay alive and in good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them, you must have them: the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects 1. release you and us, in writing, of all any one such officer or employee whether responsibility for the injury or death, dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything necessary to enable us to enforce the right The coverage applies as if endemic diseases to recover from others. were included in the provisions of the workers' compensation law. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends 5. Longshore and Harbor Workers' Compensation at once. If they claim damages from us for the Act Coverage injury or death, our duty to reimburse ends at General Section C. Workers' Compensation once. Law is replaced by the following: E. Recovery From Others C. Workers'Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. We occupational disease law of each state or will pay the balance to the persons entitled to territory named in Item 3.A. of the Information it. If persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- the amounts that we have reimbursed you. 950). It includes any amendments to those F. Reimbursement for Actual Loss Sustained laws that are in effect during the policy period. It does not include any other federal workers This endorsement provides only for or workers' compensation law, other federal reimbursement for the loss you actually occupational disease law or the provisions of sustain. In order for you to recover loss or any law that provide nonoccupational disability expenses under this reimbursement you must: benefits. 1. actually sustain and pay the loss or Part Two (Employers' Liability Insurance), C. expense in money after trial, or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshore and Harbor loss or expense. Workers' Compensation Act. G. Repatriation This coverage does not apply to work subject Our reimbursement includes the additional to the Defense Base Act, the Outer expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered States: Countersigned by Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6