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Contract - 05-05-2015 - 7220 - Supplemental Agreement No. 1 - SR 432/433 Grade Separated Intersection - Project No. 9091.
AS -7220 BOCC Agenda Meeting Date: 05105/2015 41 SUPPLEMENTAL AGREEMENT NO. 1 - SR 432 / 433 Grade Separated Intersection - Project No. 0901 Claude T. Sakr Consulting Submitted For: Brad Bastin, Public Works Department: Public Works Submitted By: Emilie Cochrane, Public Works Information Subject and Summary Statement Attached is Supplemental Agreement No. 1 to the Local Agency Standard Consultant Agreement dated February 3, 2015, with Claude T. Sakr Consulting for the SR 432 / SR 433 Grade Separated Intersection Project. The purpose of the supplemental agreement is to extend the completion date until August 31, 2017, and to provide an additional $554,116 for a total contract amount of $599,616. It is necessary to increase the contract amount with Claude T. Sakr Consulting so they can continue to provide project management services, as well as the added services of public outreach and communications through the anticipated end of the Preliminary Engineering and Environmental Documentation phase of the project. Will Staff Attend Y / N Yes Department Recommendation It is the recommendation of the Department of Public Works that the Board move to approve the Supplemental Agreement No. 1 with Claude T. Sakr Consulting for the SR 432 / SR 433 Grade Separated Intersection Project and authorize the document to be executed. Fiscal Impact Expenditure Required $: 5997616.00 Budget Sufficient Y -N: Y Amendment Required Y -N: N Source of Funds - Fund /Dept. Grant Y -N: Supplemental Agreement No. 1 Original Agreement Inbox Roger Maurer County Engineer Ron Junker Clerk of the Board Form Started By: Emilie Cochrane Final Approval Date: 04/30/2015 Attachments Started On: 04/29/2015 03:46 PM Form Review Reviewed By Date Roger Maurer 04/29/2015 03:54 PM Brad Bastin 04/29/2015 04:46 PM Ron Junker 04/30/2015 06:10 AM Traci Jackson 04/30/2015 08:46 AM Started On: 04/29/2015 03:46 PM AdW _ 7F //r 'dlla it 7 sfdl Supplemental Agreementppg Organization and Address Claude T. Sakr Consulting Number 1 4323 SE Taggart Street Portland, OR 97206 Original Agreement Number Phone: (971) 404 -5195 Project Number Execution Date Completion Date 0901 8/31/2017 Project Title New Maximum Amount Payable SR 432 / SR 433 Grade Separated Intersection 599,616.00 Description of Work SR 432 / SR 433 Grade Separated Intersection - Project Manager, Public Outreach and Communications The Local Agency of Cowlitz County desires to supplement the agreement entered into with Claude T. Sakr Consulting and executed on 2/3/2015 and identified as Agreement No. 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: The, Scope of Work is repriced to include the work described in the attached Scone of WorkScope 11 Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: The Completion hate is revised to he A ilgit11, 2017_ Section V, PAYMENT, shall be amended as follows: There, is no change to Section V, P2=(-nt The maximum smount 122yahle is increased from %45,500.00 to 599,616-00 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. onsultant Signature Approved this day of , 2015 1 BOARD OF COUNTY COMMIS OF COWLLIZ COUNTY, W. 0 Chairman of the Board DOT Form 140 -063 EF Attest: Revised 9/2005 0 11 U Y - FL C 11; Scope of Services SCOPE OF WORK Contract Amendment 91 SR 432 / SR 433 = GRADE SEPARATED INTERSECTION COWLITZ COUNTY DEPARTMENT OF PUBLIC WORKS CLAUDE T. SAKR CONSULTING 4323 SE TAGGART STREET PORTLAND, OREGON 97206 Scope of Services SR 432 / SR 433 - GRADE SEPARATED INTERSECTION SCOPE OF WORK The proposed SR 432 / SR 433 - Grade Separated Intersection Project (Project) in Cowlitz County, Washington is a partnership between Cowlitz County Department of Public Works (AGENCY) and the Washington State Department of Transportation ( WSDOT). The purpose of the project is to address safety, traffic congestion and mobility issues at the SR 432 / SR 433 intersection area of Cowlitz County, SR 432 connects to 1 -5 and the Lewis and Clark Bridge (SR 433), and is the primary arterial serving the Port of Longview industrial area. The recently completed SR 432 Rail Realignment and Highway Improvement Project study focused on identifying specific concepts to address safety, traffic congestion and mobility issues in the SR 432 corridor. This study determined the "SR 432 / SR 433 - Grade Separated Intersection Project" has independent utility and recommended proceeding into preliminary engineering to refine the design concepts for this intersection and to complete the environmental compliance required by the National Environmental Policy Act (NEPA) and State of Washington Environmental Policy Act SEPA). The Project will perform preliminary engineering on several design concepts, perform public outreach to support the environmental analysis, and complete the environmental NEPA analysis leading to the selection of a Preferred Alternative supported by the Federal Highway Administration (FHWA). The AGENCY is the lead agency responsible for day -to -day Project Management and Public Involvement. WSDOT is responsible for the Preliminary Engineering and the Environmental NEPA /SEPA analysis, providing engineering design services with in -house staff and the environmental analysis with combined in- house and consultant staff. For the purpose of this Scope of Work, it is assumed that the Project Team is the combined AGENCY and WSDOT project team. SPECIFIC SCOPE OF WORK The AGENCY has identified the need for a Project Manager that would act as an extension of County staff and as the "project face" in public meetings, lead public involvement /outreach efforts, and oversee the environmental and engineering team conducting the environmental NEPA /SEPA analysis and preliminary engineering. WSDOT has been tasked with, and has selected an environmental consultant to perform the environmental NEPA /SEPA analysis. It is anticipated that the environmental consultant will be under contract in early May 2015. Preliminary_ project schedule - key milestone dates are shown below. WSDOT Environmental Consultant Start Begin WSDOT Preliminary Design Evaluate Alternatives & Impacts Develop preferred option and footprint Public open house(s) Environmental Reports Complete Environmental Assessment Written 30% Preliminary Design Complete Public Comment Period and Responses - FONSI SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 May 2015 February 2015 July 2015 November 2015 TBD October 2016 January 2017 August 2017 August 2017 1 Scope of Services The purpose of this scope amendment is to add and /or amend services that will be performed for the duration of the NEPA process and 30% Engineering, currently assumed to finish on or before August 2017. For budgeting purposes, project duration is 26 months from execution of this amendment. This amendment does not delete, revise, or replace the work elements or requirements for the original contract, unless otherwise specifically provided in this amendment. Claude T. Sakr Consulting (CONSULTANT) will accomplish the following Scope of Work during the duration of the project that culminates with obtaining a FONSI and completing 30% Preliminary Design on or before Aug 2017, Task 1: Project Management and Administration Task 2: Environmental Analysis Task 3: Preliminary Engineering Task 4: Public Involvement TASK 1: PROJECT MANAGEMENT AND ADMINISTRATION 101 Project Management [NEW TASK] CONSULTANT Project Manager shall provide management and direction to CONSULTANT's staff in order to complete the project on time and within budget. CONSULTANT shall regularly coordinate with WSDOT to facilitate team decisions; provide guidance to team members; ensure integration of environmental analysis, preliminary engineering and public involvement activities throughout the NEPA process; and ensure close communication among team members. CONSULTANT Project Manager shall develop a Project Management Guide within 10 working days of Notice to Proceed (NTP), which highlights initiation elements, organizational charts, administrative requirements, schedule, communications and change management protocols. The guide shall include QA /QC process and review responsibilities for contracted products prior to delivery to AGENCY. CONSULTANT Project Manager shall perform quarterly quality assurance reviews on the engineering and environmental QA /QC activities performed by WSDOT to establish confidence that quality control functions are being performed adequately on all technical products, quality control records are complete, and are in compliance with WSDOT QA /QC standards. Assumptions: WSDOT is responsible for quality control reviews on engineering and environmental work products and deliverables to ensure technical and editorial quality. Deliverables: Project Management Guide (original and pdf electronic format) Written memorandum documenting quarterly quality assurance reviews on the engineering and environmental quality control activities. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. I - April 2015 2 Scope of Services 1.2 Project Scheduling [NEW TASK] CONSULTANT Project Manager shall coordinate with WSDOT the development of an initial schedule for NEPA- related milestones and supporting engineering and public outreach activities. CONSULTANT Project Manager shall coordinate monthly updates to the schedule throughout the life of the project. Assumptions: WSDOT will prepare and maintain the critical path schedule using Primavera P6 software. Deliverable: Attendance and participation at one (1) meeting by CONSULTANT Project Manager to coordinate development of the initial schedule; assume up to four (4) hours in duration. Review comments of initial and subsequent monthly schedule updates. 1.3 Progress Reports [TASK AMENDED] This task scope of work is being extended for the duration of the project. CONSULTANT Project Manager shall prepare progress reports monthly. The reports will summarize primary actions accomplished within the last 30 days, project schedule status, and concerns or issues needing resolution or impacting schedule, and report the budgetary status of CONSULTANT and WSDOT. Reports will be submitted to the AGENCY, with CONSULTANT's invoice, in an agreed upon format within 10 days following the end of each month. Assumption: WSDOT will prepare the engineering and environmental portion of the monthly progress report and budgetary status, and will incorporate review comments from CONSULTANT Project Manager. For budgeting purposes assume up to 26 monthly Progress Reports. Deliverable: Monthly progress report and CONSULTANT's invoice. 194 Coordination with AGENCY Staff and Key Partnering Jurisdictions [TASK AMENDED] CONSULTANT Project Manager shall regularly coordinate with AGENCY staff and officials on work progress, project schedule and budget, issues and concerns, and other project related activities. CONSULTANT Project Manager shall also coordinate with staff and officials from key partnering jurisdictions (cities of Longview and Kelso, Port of Longview, Cowlitz - Wahkiakum Council of Governments) on project related activities. Assumptions: For budgeting purposes assume up to four (4) hours of coordination per week. L5 Project Team Meetings [NEW TASK] CONSULTANT Project Manager shall prepare for and attend Project Team Meetings every two weeks at WSDOT Kelso offices. CONSULTANT Project Manager shall coordinate with WSDOT on items to include in meeting agendas. Assumptions: WSDOT will distribute meeting agendas and prepare meeting minutes. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 3 Scope of Services CONSULTANT Project Manager will review and comment on draft meeting minutes. CONSULTANT Project Manager and CONSULTANT Communications Lead will attend Project Team Meetings; each meeting up to two (2) hours in duration. Up to fifty -two (52) Project Team Meetings in the life of the project. Deliverables: Attendance and participation at meetings CONSULTANT Communications Lead. Review comments of draft meeting minutes. TASK 2: ENVIRONMENTAL ANALYSIS by CONSULTANT Project Manager and 2.1 Review Environmental Information [NO CHANGE] CONSULTANT shall familiarize himself with environmental technical memoranda, meeting notes / reports documenting the development of the Purpose and Need Statement for the Project, scoping agency meeting, evaluation criteria and alternatives evaluation, and FHWA or other regulators' meetings conducted during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study with emphasis on the Project general area. Assumptions: AGENCY shall provide the CONSULTANT with a CD of past environmental technical memoranda, meeting notes and environmental reports prepared during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. 2.2 Coordination With WSDOT Environmental Staff [NEW TASK] CONSULTANT Project Manager shall regularly coordinate with WSDOT environmental staff and its consultant) on environmental related activities throughout the NEPA process. Assumptions: For budgeting purposes assume up to two (2) hours of coordination per week. 2.3 Environmental Coordination Meetings [NEW TASK] CONSULTANT Project Manager shall attend monthly environmental coordination meetings with WSDOT and environmental staff. WSDOT shall prepare an agenda and list of action items for each meeting. Assumptions: WSDOT will distribute meeting agendas and prepare meeting minutes. CONSULTANT Project Manager will attend Environmental Coordination Meetings to be held in Vancouver; and, each meeting up to two (2) hours in duration. Up to twenty -four (24) Environmental Coordination Meetings in the life of the project. Deliverables: Attendance and participation at Environmental Coordination Meetings by CONSULTANT Project Manager. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. I - April 2015 4 Scope of Services 2.4 Environmental Documentation [NEW TASK] CONSULTANT Project Manager shall review draft and final Purpose and Need Statement, draft reports and technical memorandums prepared by WSDOT in support of the NEPA process and associated environmental analysis, including Draft and Final EA Outline, Administrative Draft, Preliminary, Revised Preliminary, Briefing and Signature -Ready EAs. Assumptions: WSDOT will perform all technical and editorial reviews. CONSULTANT Project Manager will review and comment on draft discipline reports, technical memorandums, and EAs. CONSULTANT Project Manager will attend up to three (3) comment resolution meetings on the various EA drafts; each meeting up to two (2) hours in duration. For budgeting purposes assume up to 80 hours of environmental documentation reviews. Deliverables: Review comments to draft discipline reports, technical memorandums, and EAs. Attendance and participation at up to three (3) comment resolution meetings by CONSULTANT Project Manager, TASK 3: PRELIMINARY ENGINEERING 391 Review Project Information [NO CHANGE] CONSULTANT shall familiarize himself with engineering technical memoranda, meeting notes, and reports documenting the development of engineering alternatives during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study and the SR 432 Realignment Feasibility Study completed in 2008 with emphasis on the Project general area. Assumptions: AGENCY shall provide the CONSULTANT with a CD of past engineering study information within the Project area prepared during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. WSDOT shall provide the CONSULTANT with a CD of past engineering study information within the Project area prepared during the SR 432 Realignment Feasibility Study completed in 2008. 3.2 Technical Coordination [TASK MODIFIED AND EXTENDED] CONSULTANT Project Manager shall coordinate regularly with WSDOT engineering staff performing preliminary engineering throughout the NEPA process and 30% Engineering. Assumptions: For budgeting purposes assume up to 4 hours of coordination per week including review of design information, meeting time, and preparation of a succinct summary of meeting discussions and action items. Deliverables: Written meeting summaries (original and pdf electronic format). SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 5 Scope of Services 3.3 Value Engineering (VE) Study [NEW TASK] It is anticipated that WSDOT will conduct a VE Study before significant effort on refining the build alternative is underway. CONSULTANT shall coordinate with WSDOT establishing the membership, location and schedule of the VE Study. CONSULTANT's Project Manager shall attend and participate in the VE Study meeting, and shall review and comment on the draft VE Report. Assumptions: WSDOT will organize, staff and facilitate the VE Study; prepare and distribute the agenda; record and distribute the VE Report. VE Study meeting duration will be up to three (3) days. Deliverables: Attendance and participation in one (1) VE Study meeting. Review comments addressing the VE Team's recommendations. 3.4 Cost Risk Assessment (CRA) Workshop [NEW TASK] It is anticipated that WSDOT will conduct a CRA Workshop during the preliminary engineering phase to validate cost and schedule estimating and to identify, characterize, and analyze risks. CONSULTANT shall coordinate with WSDOT establishing the schedule of, and shall attend and participate in the CRA Workshop. Assumptions: WSDOT will organize, staff and facilitate the CRA Workshop; prepare and distribute the agenda; record and distribute a project - specific "risk register" comprised of potential project opportunities and threats. CRA Workshop duration will be up to two (2) days. Deliverables: Attendance and participation in one (1) CRA Workshop, TASK 4: PUBLIC INVOLVEMENT 4.1 Review Project Information [No CHANGES] CONSULTANT shall familiarize himself with the Public Involvement Plan of Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study and shall review related communication pieces (newsletters, press releases, presentation materials, speakers' bureau, comment forms, etc.) and summaries of public involvement activities (open houses, stakeholder interviews, Public Advisory Group, etc.) Assumptions: AGENCY shall provide the CONSULTANT with electronic copies of the Public Involvement Plan of Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study and all public involvement materials including communication pieces (newsletters, project folio, press releases, presentation materials, speakers' bureau, etc.) and summaries of public involvement activities (open houses, stakeholder interviews, etc.) SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 6 Scope of Services 41 Task Coordination [NEW TASK] CONSULTANT Project Manager shall coordinate the interactions of the Project Team and public activities as it relates to management of the public involvement task. This includes communication with other Project Team members, AGENCY, and partnering jurisdictions to achieve all elements of the public involvement task. CONSULTANT Project Manager shall hold monthly coordination meetings of the communications sub -Team that includes CONSULTANT Communications Lead and WSDOT's and Port of Longview's communications leads to discuss upcoming communications activities, messaging and outreach to specific stakeholders' groups, and review project information pieces developed for the public and media. CONSULTANT Project Manager shall review public involvement task deliverables prior to being released to AGENCY. Assumptions: Monthly communications meetings attended by the CONSULTANT Project Manager and CONSULTANT Communications Lead; each meeting will be up to two (2) hours in duration. Up to twenty -six (26) communications coordination meetings in the life of the project. For budgeting purposes assume up to 4 hours of coordination per week each by the CONSULTANT Project Manager and the CONSULTANT Communications Lead. Deliverables: Written summary and action items of monthly coordination meetings (original and pdf electronic format). 43 Public Involvement and Media Relations Plan [NEW TASK] CONSULTANT shall develop a strategic and integrated outreach effort for both the public and the media audiences that builds on the Public Involvement and Media Relations Plan implemented during the previous phase of work. The updated Public Involvement and Media Relations Plan will strive to be inclusive, transparent, and strategic. Informing and engaging private, commercial, and public interests along the SR 432 corridor, in general, and adjacent to the SR 432 / SR 433 intersection, in particular, early in the process will help identify issues to address upfront. Stakeholders and public will be invited to participate throughout the process. Also included in the process will be the dissemination of information to the public, stakeholders, agencies, tribes and elected officials. The public involvement strategy will be developed and modified to meet specific public and project needs as the project proceeds through the NEPA process. The Public Involvement Plan shall include outreach to Environmental Justice populations. CONSULTANT shall collaborate with the Project Team's Environmental Justice Specialist to identify low- income and minority populations and develop a targeted outreach strategy to engage these populations in the project area in accordance with the Executive Order on Environmental Justice and Title VI. The Public Involvement Plan shall include a Communications Plan as an appendix that includes the communication protocol for internal and external communications, a one -page messaging script to frame the project, continuity of messaging through updating the general project talking points developed during the previous phase, and continuity of messaging and expanding the reach of the messaging through updating jurisdiction - specific talking points developed during the previous phase for use by project partners. The Communications Plan will also lay out the flow of SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 7 Scope of Services communication strategies developed under other tasks and timing of information distribution (e.g. submission of opinion- editorials and press releases, listing of opportunities for Speakers Bureau or AGENCY to make presentations, project brochure, etc.) CONSULTANT shall coordinate with AGENCY to determine the appropriate media response. The media relations portion of the plan, will identify appropriate media contacts for the Project, specific targeted audiences as well as which media channels will be used to disseminate the information. A proactive media outreach strategy will be detailed in the Public Involvement and Media Relations Plan and will include providing public notice advertisements in The Daily News for public meetings. CONSULTANT, under Task 4.5.1, shall review and update, as needed, the stakeholders' list developed during the previous phase of work and encompassing specific stakeholders, including local elected and appointed officials, business and property owners, homeowner association representatives, agencies, and special interest and advocacy group representatives. Assumptions. CONSULTANT Project Manager is the primary spokesperson for the Project with support from CONSULTANT Communications Lead. To ensure the entire Project Team is on the same page in terms of messaging, CONSULTANT Project Manager will regularly communicate with AGENCY on responding to media inquiries, project articles, or other features in a timely manner. WSDOT will take the lead working with appropriate tribes. CONSULTANT will prepare under this task the one -page messaging script, and update the general project talking points and the jurisdiction - specific talking points from the previous phase. Deliverables: Draft and Final Public Involvement and Media Relations Plan (original and pdf electronic format). Draft and Final Communications Plan (original and pdf electronic format). 4.4 Committees [NEW TASK] The Project shall utilize two committees to assist in leadership, gathering information, previewing materials, and decision - making. 4.4.1 Executive Committee Meetings [NEW TASK] The Executive Committee's responsibilities include establishing the project vision, reviewing information from the Project Management Team, providing executive level direction to the project, and making decisions on the project. CONSULTANT Project Manager shall coordinate with AGENCY on agenda topics and materials, and facilitate Executive Committee Meetings. AGENCY shall prepare meeting minutes along with a decisions matrix that will note the question, the decision, who was involved in the decision making process, the rationale for the decision, and the date the decision was made and approval given. Assumptions. Assume monthly meetings attended by CONSULTANT Project Manager; each meeting will SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 8 Scope of Services be up to two (2) hours in duration. Assume CONSULTANT Communications Lead will attend up to four (4) meetings; each meeting will be up to two (2)El hours in duration. AGENCY will prepare draft and final meeting minutes. CONSULTANT Project Manager will review the draft minutes and provide comments. Deliverables: Meeting agendas (original and pdf electronic format). Attendance and facilitation of Executive Committee Meetings by CONSULTANT Project Manager. Attendance and participation in up to CONSULTANT Communications Lead. Review comments of draft meeting minutes. 4.4.2 Technical Advisory Committee [NEW TASK] four (4) Executive Committee Meetings by The Technical Advisory Committee's (TAC) responsibilities consist of providing input to the Project Management Team at two key junctures: refinement of the Purpose and Need Statement, and during assessment of impacts of design alternatives. It is anticipated the TAC will not review technical reports, but rather rely on informational summaries prepared by the Project Team during the assessment of impacts of design alternatives. CONSULTANT Project Manager shall coordinate a pre- meeting with WSDOT to discuss agenda topics and materials to be presented. CONSULTANT Project Manager shall facilitate TAC meetings. Assumptions: Assume up to three (3) TAC meetings attended by CONSULTANT Project Manager; each meeting will be up to two (2) hours in duration. Assume up to three (3) pre- meetings attended by CONSULTANT Project Manager; each meeting will be up to two (2) hours in duration. AGENCY will prepare draft and final meeting minutes. CONSULTANT Project Manager will prepare PowerPoint presentation with input from WSDOT's engineering and environmental staff. CONSULTANT Project Manager will review the draft minutes and provide comments. Assume presentation materials, printed roll plots maps and handouts prepared by WSDOT. Deliverables: TAC meeting agendas (original and pdf electronic format). PowerPoint presentation (original and pdf electronic format). Attendance at and participation in pre- meetings by CONSULTANT Project Manager. Attendance at and facilitation of TAC meetings by CONSULTANT Project Manager. Review and provide comments on draft meeting minutes. 4.5 Public Involvement Strategies [NEW TASK] 4.5.1 Mailing List [NEW TASK] Two mailing lists, housed by AGENCY will be created and maintained throughout the life of the Project. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. I - April 2015 9 Scope of Services General address mailing list will include properties within a one -mile radius of the project area. This mailing list will be developed and maintained by AGENCY. Stakeholders' mailing list database, prepared during the previous phase of work will be updated by CONSULTANT Communications Lead with input from AGENCY, and will include local elected and appointed officials, interested business and property owners, homeowner association representatives, special road district representatives, agencies, and special interest and advocacy group representatives. It may include some duplication with the general mailing list. CONSULTANT Project Manager shall send regular e-mail updates to this list. CONSULTANT Communications Lead shall provide updates after every open house meeting to AGENCY for entry into the stakeholders' database. The stakeholders' database shall be maintained by AGENCY such that labels can be extracted as needed for mailings to citizens, legislators, agencies (federal, state, county, city and regional), interest groups and tribes. The database will be established so that an extracted list of the recipients of the EA can be produced by AGENCY. Assumptions. AGENCY will be responsible for mailing services and postage on mailings. CONSULTANT Communications Lead will provide AGENCY with initial stakeholders' mailing list and updates after each public meeting. Assume up to three (3) updates. Deliverables: Stakeholders' mailing list and updates (original electronic format). 4.5.2 Stakeholder Interviews [NEW TASK] Stakeholders' interview were conducted during the previous phase of work to gather input about current uses of the SR 432 corridor, future plans, emergency response access, priorities, hot button issues, and to gauge stakeholder knowledge, expectations, and perceptions of the project. The purpose of this task is for CONSULTANT to conduct up to six (6) stakeholders' interviews building on those conducted during the previous phase of work. Stakeholders in this task will be identified with input from AGENCY. Interviews will be held before any project open house meetings are held to gather concerns and issues about the project. Assumptions. CONSULTANT Project Manager and CONSULTANT Communications Lead shall attend up to six (6) stakeholder interview meetings; each meeting up to one (1) hour in duration. Deliverables: Attendance and participation in Stakeholders' interviews. Completed Stakeholders' interview forms (original and pdf electronic format). 4.5.3 Public Open House Meetings [NEW TASK] It is anticipated there will be three (3) public open house meetings. The open houses will provide a forum for public review and to solicit public comments. The meeting(s) shall follow an Open House style, with self - guided, informational stations set up around the room. Stations will be staffed with CONSULTANT and WSDOT project staff to answer questions and record comments. The three open houses are proposed as follows: Open House 1: The first open house will be a public scoping meeting to share information about SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 10 Scope of Services the Project. The purpose of the first open house will be to introduce the Project to the public, general design options presented during the previous phase of work for this project site, listen to concerns, and gather information relative to issues that need to be addressed and important criteria to consider when evaluating options. Open House 2: The second open house will be held for the purpose of presenting the screening criteria and the refinement of built alternatives. The displays or exhibits will demonstrate how initial comments received from both the public and stakeholders are being incorporated into the process. The public will also have an opportunity to interact with Project Team members and provide feedback. The open house will also provide the public with information about next steps of the project. Open House 3: The third open house will be held at public release of the Environmental Assessment. It will summarize the process to date, present the options screened, outline the preferred Build Option, and demonstrate how public and stakeholder input was incorporated. CONSULTANT Project Manager shall coordinate a pre -open house preparation meeting with the Project Team's Environmental Lead and WSDOT Project Manager to discuss meeting format, agenda, comment form, and materials to be presented. CONSULTANT Communications Lead shall prepare meeting agendas, comment forms, coordinate reservation of open house meeting location and provide directional signage for the open house meetings. CONSULTANT Communications Lead shall prepare one -page meeting announcements (Flyers) to provide invitation to the open houses, provide information about the project and likely alternatives, and opportunities for involvement. AGENCY shall reproduce comment forms, agendas, and any handouts, for the meetings. AGENCY shall reproduce meeting announcements (Flyers) and mail to all names on both mailing lists (Task 4.5.1), updated as the project progresses. CONSULTANT shall avoid the scheduling of the open house on a day that coincide with major community events or national, state or local holidays. CONSULTANT shall reserve the location Cowlitz PUD Building is preferred) with sufficient public parking and includes tables, chairs, projectors, and microphones for community meetings. The site will be accessible under ADA guidelines. CONSULTANT shall provide one (1) translator for Spanish speaking attendees as required by Title VI. AGENCY shall prepare an Open House Summary Memorandum for each meeting that summarizes attendance, major issues or concerns raised by attendees, and logistical information on how the meeting was advertised, its location and time. Assumptions: Project will not require a formal public hearing as part of the environmental and public review process. When AGENCY uses a facility for a public meeting or hearing, and the owner of the facility requests proof of insurance, AGENCY will secure and provide proof of insurance. AGENCY shall approve meeting room location (Cowlitz PUD Building is preferred). The public meetings shall occur only on Tuesdays, Wednesdays or Thursdays. AGENCY shall prepare the Open House Summary Memoranda for each meeting. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 11 Scope of Services WSDOT shall provide a large -scale aerial photograph of the project area and printed roll plots to use in open house meetings CONSULTANT shall use the WSDOT provided aerial photograph to create one (1) display board form core mounted and laminated. CONSULTANT shall use the WSDOT printed roll plots to create up to thirty (30) display boards (poster size) foam core mounted. CONSULTANT shall prepare agendas, comment forms, and meeting announcements (Flyers) for the open house meetings and provide to AGENCY in electronic format for reproduction. AGENCY shall reproduce agendas, comment forms, meeting announcements (Flyers) and any handouts. Meeting announcement (Flyers), agendas and comment form will be translated per the requirements for Title VI into non - English languages; up to one (1) translation (Spanish) is assumed. One (1) translator will attend each open house. One (1) court reporter will attend one (1) Open House to capture individual verbal comments and recommendations. Pre -open house preparation meetings will occur in Vancouver ( WSDOT offices); each preparation meeting will be up to three (3) hours. Open house meetings will occur in Kelso or Longview; each open house meeting will be up to three (3) hours. Up to three (3) CONSULTANT staff (CONSULTANT Project Manager, CONSULTANT Communications Lead, and CONSULTANT Facilitator) shall attend each pre -open house preparation meeting and each Open House meeting. Deliverables: Open House meeting locations and up to three (3) meeting announcements (Flyers) in English and Spanish (original and pdf electronic format). Up to three (3) Open House meeting agendas and comment forms in English and Spanish recycle Phase 1 (original and pdf electronic format). Up to one (1) project map foam core mounted and laminated. Up to thirty (30) informational display boards (poster size) foam core mounted. Attendance and participation at three (3) pre -open house preparation meetings by up to three 3) CONSULTANT staff members. Attendance and participation at three (3) open houses by up to three (3) CONSULTANT staff members. Translation services for deliverables listed above. A court reporter for one (1) Open House Review comments of draft Open House Summary Memoranda by CONSULTANT Project Manager. 4.5.4 Site Visits [NEW TASK] CONSULTANT Communications Lead shall identify businesses to visit. These will be businesses in the project area that are directly affected by the project. CONSULTANT shall also visit the Highland Neighborhood Association at a regularly scheduled association meeting to update residents on the process, to gather questions and concerns, and solicit feedback on alternatives and other project issues. Site visits refer to detailed discussions requiring significant knowledge of the project and will be jointly conducted with the CONSULTANT Project Manager. A site visit form shall be prepared to collect consistent information at each site visit. Site visits may SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 12 Scope of Services be conducted, as appropriate, jointly with AGENCY or WSDOT staff. Assumptions: This task includes up to 40 hours of individual site visits. Deliverables: Draft and Final site visit form (original and pdf electronic format). Completed site visit forms (original and pdf electronic format). 4.5.5 Comment Tracking [NEW TASK] The purpose of this task is to keep an on -going record of all public communication such as phone calls, letters, and e- mails. Separate summaries of public comments from public meetings or site visits /doorbelling will serve as their own public comment record. CONSULTANT shall work with AGENCY to track incoming public comments and concerns in a database. CONSULTANT Communications Lead shall coordinate with CONSULTANT Project Manager on whether a written response is necessary, and coordinate with the appropriate Project Team member to prepare a response under the signature of the CONSULTANT Project Manager. This may entail documentation that says the issue cannot be addressed with this process.) Assumptions. AGENCY shall provide a monthly status of the electronic Public Comment Log. This task includes up to 80 hours to prepare written responses to public letters / e- mails. Deliverables: Coordination with AGENCY of updates to Public Comment Log. Written responses to public letters and a -mails (original electronic format). 4.5.6 Education /Outreach to Elected Officials [NEW TASK] The purpose of this task is to coordinate education /outreach to elected officials and /or their staff through one -on -one meetings (or tours) between key project partners' executives and elected officials (or staff) in order to drill down on what they need to know about the project; answer any questions the elected (or staff) may have; provide them updates on public input process and any potential developments associated with the project; as well as provide appropriate project information to respond to citizen and special interest group inquiries. CONSULTANT shall coordinate with AGENCY to identify the key project partners' executive that needs to attend, and hold an internal pre- meeting to identify key messages, presentation materials, handouts, project summary, and maps. Assumptions: Assume up to twelve (12) education/outreach meetings and /or tours; each lasting up to one (1) hour in duration. Assume up to twelve (12) pre- meetings with AGENCY; each meeting lasting up to two (2) hours. Assume meeting materials are produced under other tasks. Deliverables: Attendance and participation at education /outreach meetings and internal pre- meetings by Consultant Project Manager and Consultant Communications Lead. Meeting minutes (original and pdf electronic format). SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. I - April 2015 13 Scope of Services 4.5.7 Media Management and Coordination [NEW TASK] CONSULTANT shall craft messaging and communication strategies and determine the appropriate media response for review by AGENCY. The media relations plan, included as part of the public involvement plan (Task 4.3), will lay out the communication flow, appropriate media contacts, specific targeted audiences and timing of information distribution as well as which media channels will be used to disseminate the information. CONSULTANT shall monitor various news and media outlets to maintain a file of articles related to the project and determine which articles will need a follow up response. CONSULTANT shall coordinate with AGENCY on development and distribution of opinion editorials (op -eds), as needed, to address key issues and provide project updates through the local media outlets. CONSULTANT shall prepare the following materials for media coordination: 4.5.7.1 Press Releases [NEW TASK] CONSULTANT Communications Lead shall develop press releases for review and approval by AGENCY and distribution to the media by the CONSULTANT Communications Lead. Press releases will serve as formal notice of public open houses during the NEPA /SEPA process, to announce project website launching and release of specific reports. Releases will be framed to drive people to the project website for additional information. Written materials for public use, and the facilities used for public involvement, shall conform to the requirements of the Americans with Disabilities Act (ADA) and Title VI standards. Assumptions: CONSULTANT Communications Lead is responsible for development of up to nine (9) press releases. CONSULTANT Communications Lead shall translate press releases per the requirements for Title VI into non - English languages; up to one (1) translation (Spanish) is assumed. Deliverables: Draft and Final press releases in English and Spanish (original and pdf electronic format). 4.5.7.2 Newspaper Ads [NEW TASK] CONSULTANT Communications Lead shall copy and design the layout of display advertisements in The Daily News that will serve as formal notice of public open house meetings during the NEPA /SEPA process. The meeting announcements (Flyers) developed under Task 4.5.3 will serve as the templates for the display advertisements prepared under this task. Assumptions: CONSULTANT Communications Lead will develop up to three (3) paid display advertisements in The Daily News. CONSULTANT Communications Lead shall translate display advertisements per the requirements for Title VI into non - English languages; up to one (1) translation (Spanish) is assumed. Deliverables: Draft and Final display advertisements in English and Spanish (original and pdf electronic format). SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 14 Scope of Services 4.5.7.3 Opinion- Editorial [NEW TASK] CONSULTANT Communications Lead shall prepare one -page Opinion - Editorials (op -eds) as a proactive engagement of the media. Op -eds will address issues and provide consistent messaging about the project's purpose & need (congestion relief, increase freight mobility, and improve safety) and outcomes (maintain access to commercial and industrial areas and the Columbia River, enhance opportunities for new business, and create job opportunities). CONSULTANT Communications Lead shall distribute Op -eds to local newspaper outlets. Assumptions: CONSULTANT Communications Lead will develop and distribute to the media up to four (4) one -page op -eds. CONSULTANT Communications Lead shall translate op -eds per the requirements for Title VI into non - English languages; up to one (1) translation (Spanish) is assumed. Deliverables: Draft and Final op -eds in English and Spanish (original and pdf electronic format). 4.5.7.4 Press Kits [NEW TASK] CONSULTANT Communications Lead shall develop Press Kits in a format that can be posted to the project website for downloading by the media and can be updated in coordination with project milestones and public events. The press kit essentially condenses the information on the project website down to the important factual points to allow the media to tell the project story briefly. Assumptions: CONSULTANT Communications Lead will prepare up to three (3) press kits in electronic format requiring no printed materials for distribution. AGENCY shall post the press kits on the project website. Deliverables: Draft and Final Press Kits (original and pdf electronic format). 4.5.7.5 Public Service Announcements (PSAs) [NEW TASK] CONSULTANT Communications Lead shall coordinate with AGENCY and partnering agencies that desire to voice their support by recording Public Service Announcements (PSAs) to prepare up to three (3) project champion PSAs prior to the public open houses. Assumptions: CONSULTANT Communications Lead will prepare up to three (3) Public Service Announcements (PSAs). Deliverables: Draft and Final Public Service Announcements (original and pdf electronic format). 4.5.8 Speakers Bureau [NEW TASK] CONSULTANT shall update the PowerPoint presentation produced during the previous phase of work for use by AGENCY and project champions at speaking engagements to introduce the Project to the public through targeted outreach via business and community organizations. The focus of this task is to reach higher profile, well -known and well - organized groups who are not only SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 15 Scope of Services interested or impacted by the Project, but who are in a position to carry the message forward to members of the general community through their contacts. CONSULTANT shall create and include in the Communications Plan a list of up to ten organizations that may be interested in having a speaker presents the project at a meeting. This list will be reviewed by AGENCY prior to the first presentation. CONSULTANT shall develop a schedule, to include in the Communications Plan, for these presentations and help identify speakers in addition to the CONSULTANT Project Manager. Additional presentations may be added upon the request of other organizations. AGENCY shall provide a post -event summary form for speakers to complete in order to document the outreach effort including the number of attendees, questions asked by the audiences, and any follow -up actions needed. CONSULTANT shall summarize the information and distribute to the Project Management Team. The information will be included in the public outreach summary report. Assumptions: AGENCY will provide the PowerPoint presentation produced during the previous phase of work. CONSULTANT will prepare up to one (1) PowerPoint presentation update. Translation of the presentation into non - English languages is not anticipated. Development of a list of organizations to present to and the corresponding schedule will be paid for under Task 4.3 - Public Involvement and Media Relations Plan. No coaching sessions are anticipated. AGENCY will provide a post -event summary form. Handouts distributed by the speakers are produced under a different task. CONSULTANT Project Manager will speak at up to six (6) meetings; each up to one (1) hour in duration. Deliverables: Initial Draft and Final PowerPoint presentation (original and pdf electronic format) and up to one (1) update. Attendance and presenting at up to six (6) meetings by CONSULTANT Project Manager; filled post -event summary forms (original and pdf electronic format). 4.5.9 Project Website Assistance [NEW TASK] AGENCY is developing and hosting a Project website to include Project description and schedule, study area map, document library to store meeting summaries and other project materials, news page for media releases and links to op -eds and other articles, and public opt -in capability to be added to the Project mailing list. The website will also be used as a means to advertise upcoming events. CONSULTANT shall support AGENCY in various website functions including initial development of the Project website and performing updates using content developed under other tasks or provided by WSDOT. Assumptions: This task includes up to forty (40) hours of Project website assistance by Consultant Web Specialist. For budgeting purposes assume up to 24 hours of coordination by CONSULTANT Project SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 16 Scope of Services Manager for the duration of the project AGENCY is responsible for securing written permission to use any copyrighted material excerpts, articles, photos, graphics, video /audio clips, etc). AGENCY shall not provide to CONSULTANT any third party material for which they have not obtained the express written permission of the legal copyright holder and or owner; CONSULTANT will not be liable for the unauthorized use of material submitted by AGENCY for website use. Deliverables: Project website technical assistance by Consultant Web Specialist. 4.5.10 Social Media [NEW TASK] CONSULTANT Communications Lead shall develop a Social Media Strategy for review and approval by the Executive Committee. Social media (e.g. Facebook and Twitter) is proposed to complement other communications tools. Social media allows the project to provide information in ways other than a typical website. It is an effective approach to provide the community with factual and accurate information in a timely manner; keep track of what others say about the project and allow the opportunity to correct misinformation. The uses of the webpage, Facebook and Twitter will complement one another with the webpage having the most detailed information about the project. The Facebook page can be used to answer questions and provide information to others. The Twitter feed can provide information and updates in real time. Twitter can also be used to provide updates on traffic jams at 432 and rails intersection, on open houses and to educate people on the history and need of the project. The implementation of this strategy will be conducted in accordance to AGENCY's Media Policy 2013 -01. Assumptions: Strategy will be developed with input from the communications project sub -team that includes WSDOT and Port of Longview communications leads. Attend one (1) meeting to present strategy to AGENCY; meeting is up to one (1) hour. Implementation of the Social Media Strategy is contingent on review /approval of the strategy by the Executive Committee. For budgeting purposes assume up to 30 hours for implementation of the Social Media Strategy. For budgeting purposes assume duration of twenty -four (24) months and up to 1 hour for monthly maintenance. Deliverables: Social Media Strategy (original and pdf electronic format). Attendance and participation at one (1) meeting by CONSULTANT Project Manager and CONSULTANT Communications Lead. Regular updates of project social media accounts. 4.5.11 Public Information Materials [NEW TASK] CONSULTANT shall develop and coordinate with AGENCY on public information materials. Public information pieces shall be produced in AP style. Written materials for public use, and the facilities used for public involvement, shall conform to the requirements of the Americans with Disabilities Act (ADA) and Title VI standards. The following information pieces shall be created. SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. 1 - April 2015 17 Scope of Services 4.5.11.1 Project Brochure (Folio) [NEW TASK] CONSULTANT shall draft up to one (1) 11x17 folded two -color Project Brochure to provide information about the Project for distribution at speaking events and open houses, and share with the media and elected officials throughout the project two -year duration. The brochure will include a project overview highlighting purpose & need, history of previous SR 432 Corridor studies, and a simplified project schedule. This will also help the Project Team have a common understanding of the project. Assumptions: CONSULTANT Communications Lead is responsible for graphic design of the materials. AGENCY will review the draft brochure and provide comments. Project Brochure produced by CONSULTANT shall be delivered to AGENCY in high resolution pdf format for printing. CONSULTANT Communications Lead will translate the brochure per the requirements for Title VI into non - English languages; up to one (1) translation (Spanish) is assumed. AGENCY is responsible for reproduction of brochure. Deliverables: Draft and Final Project Brochure in English and Spanish (original and pdf electronic format). 4.5.11.2 Collateral Articles [NEW TASK] CONSULTANT Communications Lead shall prepare up to six (6) brief text or articles for inclusion in newsletters and notices to community, freight, and transportation organizations and freight such as CWCOG, Cowlitz Economic Development Council, Kelso- Longview Chamber of Commerce, and other organizations. Assumptions: CONSULTANT Communications Lead is responsible for development and printing of Collateral Articles. Deliverables: Draft and Final Collateral Articles (original and pdf electronic format). 4.5.11.3 Frequently Asked Questions (FAQ's) [NEW TASK] CONSULTANT Communications Lead shall coordinate scheduling one (1) meeting with AGENCY to review and identify changes to be made to the Frequently Asked Questions (FAQ's) developed during the previous phase of work. Anticipated changes include updating the project owner information and timeline; adding outcome(s) of the previous phase; and adding the scope of this current phase. CONSULTANT Communications Lead shall update the FAQ's based on AGENCY input. Assumptions: Assume one (1) coordination meeting attended by CONSULTANT Project Manager and CONSULTANT Communications Lead; meeting will be up to two (2) hours. CONSULTANT Communications Lead is responsible for up to two (2) updates of FAQ's. Deliverables: Attendance and participation in one (1) coordination meeting by CONSULTANT Project Manager and CONSULTANT Communications Lead, SR 432 / SR 433 GRADE SEPARATED INTERSECTION Contract Amendment no. I - April 2015 18 Scope of Services Draft and Final FAQ's (original and pdf electronic format). Draft and Final updates of FAQ's original and pdf electronic format). 4.5.12 Public Involvement Summary [NEW TASK] CONSULTANT Project Manager shall prepare a document summarizing the public outreach activities. This document will also include copies of materials provided at stakeholder and public meetings, meeting minutes, and the record of public comments, inquiries, and responses to address comments and inquiries. The report will be an appendix to the EA. Assumptions: None. Deliverables: Draft and Final Public Involvement Summary (original and pdf electronic format). 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IiETotalProjec NEPAISEPA Emironmental Documentation and 311 Draftend Final Nect8mchumin En,, EI EI EIeE EI EI EI m E1sEIOEl0E111mE1sE1 E1 1E1E11 Prime Consultant Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm /Organization Legal Name (do not use dba's): Claude T. Sakr Consulting Address Remit to Address 4323 SE Taggart Street, Portland, OR 97206 4323 SE Taggart Street, Portland, OR 97206 UBI Number Federal TIN or SSN Number 603 - 015 -241 Execution Date Completion Date July 31, 2015 1099 Form Required Federal Participation i Yes No Q Yes No Description of Work SR 432 / SR 433 Grade Separated Intersection - Project Manager Yes Q No DBE Participation Maximum Amount Payable: $45,500.00 Yes No MBE Participation Yes No WBE Participation Yes Q No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub - consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page t of 14 Revised 1013012014 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the Local Agency of Cowlitz County 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 AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14 Revised 1013012014 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. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. 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: Name: Brad Bastin, P.E. Agency: Cowlitz County Dept of Public Works Address: 1600 13th Avenue South City: Kelso State: WA Zip: 98626 Email: bastinb @co.cowlitz.wa.us Phone: (360) 577 -3030 Facsimile: (360) 636 -0845 IV. Time for Beginning and Completion If to CONSULTANT: Name: Claude Sakr Agency: Claude T. Sakr Consulting Address: 4323 SE Taggart Street City: Portland State: OR Email: claude.sakr @gmail.com Phone: (971) 404 -5195 Facsimile: Zip: 97206 The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local AgencyABE Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 Revised 1013012014 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.eefr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements Direct (Raw) Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E ", will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rates under this AGREEMENT, even if /when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted, The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and /or extension will be considered on a case -by -case basis, and if granted, will be memorialized in a final written acknowledgement. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 Revised 1013012014 B. Direct Non - Salary Costs: Direct Non -Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub - consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the W SDOT's Accounting Manual M 13 -82, Chapter 10 — Travel Rules and Procedures, and all revisions thereto. Air, train and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.20546 "Travel Costs." The billing for Direct Non -salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non- salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. E. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. F. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY 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, WSDOTIs internal Audit Office and /or at the request of the AGENCY's Project Manager. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 Revised 1013012014 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. Al. 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 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he /she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14 Revised 1013012014 Vill. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub - consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) Federal -aid Highway Act of 1973 23 U.S.C. Chapter 3 § 324) Rehabilitation Act of 1973 29 U.S.C. Chapter 16 Subchapter V § 794) Age Discrimination Act of 1975 42 U.S.C. Chapter 76 § 6101 et. seq.) Civil Rights Restoration Act of 1987 Public Law 100 -259) American with Disabilities Act of 1990 42 U.S.C. Chapter 126 § 12101 et. seq.) 23 CFR Part 200 49 CFR Part 21 49 CFR Part 26 RCW 49.60.180 In relation to Title Vi of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination 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 at the time of termination of this AGREEMENT, plus any direct non - salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and 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 5s or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 14 Revised 1013012014 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 "T'. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Agreement Number: LocalAgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14 Revised 1013012014 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 by the Parties. 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. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate ConsultantAgreement Page 9 of 14 Revised 1013012044 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 0l 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 Als. 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: Brad Bastin, P.E. Agency: Cowlitz County Department of Public Works Address: 1600 13th Avenue South City: Kelso State: WA Zip: 98626 Email: bastinb @co.cowlitz.wa.us Phone: (360) 577 -3030 Facsimile: (360) 636 -0845 No cancellation of the foregoing policies shall be effective without thirty (3 0) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third 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. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Revised 1013012014 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 "G4 (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. 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. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 14 Revised 1013012014 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 and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub - consultants or subcontractors requiring. such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub - consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00 -03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub - consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and /or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 Revised 1013012014 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, whichever is. "Proprietary and /or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and /or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub - consultant of any AGENCY communication regarding disclosure that may include a sub - consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub - consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub - consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and /or sub - consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub - consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ( "ESI "), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: LocalAgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 Revised 1013012014 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. CLAUD T. SAKR CONSULTING Signature Title Federal ID#i BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON Michael A. is P. Weber, Commissioner Gardner, Commissioner ATTEST: i 4 11WOVV VaaAE5 f Xy &&&V' Agreement Number: 2..Ie `15 Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 Revised 1013012014 Exhibit A Scope of Work Project No. Agreement Number: WSAOT Form 140489 EF Exhibit A Page 1 of 1 Revised 1013012014 Scope of Services SCOPE OF WORK SR 432 / SR 433 - GRADE SEPARATED INTERSECTION PREPARED FOR. COWLITZ COUNTY DEPARTMENT OF PUBLIC WORKS PREPARED BY: CLAUDE T. SAKR CONSULTING 4323 SE TAGGART STREET PORTLAND, OREGON 97206 Scope of Services SR 432 / SR 433 - GRADE SEPARATED INTERSECTION SCOPE OF WORK The proposed SR 432 / SR 433 - Grade Separated Intersection Project (Project) in Cowlitz County, Washington is a partnership between Cowlitz County Department of Public Works (AGENCY) and the Washington State Department of Transportation ( WSDOT). The purpose of the project is to address safety, traffic congestion and mobility issues at the SR 432 / SR 433 intersection area of Cowlitz County. SR 432 connects to 1 -5 and the Lewis and Clark Bridge (SR 433), and is the primary arterial serving the Port of Longview industrial area. The recently completed SR 432 Rail Realignment and Highway Improvement Project study focused on identifying specific concepts to address safety, traffic congestion and mobility issues in the SR 432 corridor. This study determined the "SR 432 / SR 433 - Grade Separated Intersection Project" has independent utility and recommended proceeding into preliminary engineering to refine the design concepts for this intersection and to complete the environmental compliance required by the National Environmental Policy Act (NEPA) and State of Washington Environmental Policy Act (SEPA). The Project will perform preliminary engineering on several design concepts, perform public outreach to support the environmental analysis, and complete the environmental NEPA analysis leading to the selection of a Preferred Alternative supported by the Federal Highway Administration (FHWA). The AGENCY is the lead agency responsible for day -to -day Project Management and Public Involvement. WSDOT is responsible for the Preliminary Engineering and the Environmental NEPA /SEPA analysis, providing engineering design services with staff and the environmental analysis with consultant staff. For the purpose of this Scope of Work, it is assumed that the Project Team is the combined AGENCY and WSDOT project team. SPECIFIC SCOPE OF WORK The AGENCY has identified the need for a Project Manager that would act as an extension of County staff and as the "project face" in public meetings, lead public involvement/outreach efforts, and oversee the environmental and engineering team conducting the environmental NEPA /SEPA analysis and preliminary engineering. WSDOT has been tasked with selecting an environmental consultant to perform the environmental NEPA /SEPA analysis. It is anticipated that the environmental consultant will be selected and under contract in early 2015. Claude T. Sakr Consulting (CONSULTANT) will accomplish the following Scope of Work that provides for limited Project start-up activities pending the selection of the environmental consultant and the development of the environmental scope of work. The development of a project schedule and a public outreach program will require critical input from the environmental consultant. Task 1: Project Management and Administration Task 2: Environmental Analysis Task 3: Preliminary Engineering Task 4: Public Involvement Dec. 2014 SR 432 / SR 433 GRADE SEPARATED INTERSECTION Page 1 of 4 Scope of Services TASK 1% PROJECT MANAGEMENT AND ADMINISTRATION 101 Project Management [RESERVED] This task scope of work will be developed following the selection of the environmental consultant and the development of a project schedule. This task will require developing a Project Management Plan. 12 Project Scheduling [RESERVED] This task scope of work will be developed following the selection of the environmental consultant. 13 Progress Reports CONSULTANT will prepare and submit progress reports monthly. The reports will summarize progress and report budgetary status of CONSULTANT and WSDOT staff. Reports will be submitted to the AGENCY, with CONSULTANT's invoice, in an agreed upon format within 10 days following the end of each month. Assumptions: The duration of this start-up scope of work is for up to four (4) months during which the environmental consultant is selected and a contract for environmental services is executed by WSDOT. Deliverable. Monthly progress report and CONSULTANT's invoice. 1.4 Coordination Meetings with County Staff and Key Partnering Jurisdictions CONSULTANT will regularly coordinate with AGENCY staff on work progress, project schedule, issues and concerns, and other project related activities. CONSULTANT will review meeting notes of Elected- Agency Officials briefings, and SR 432 Executive Committee (EC) and Technical Advisory Committee (TAC) meetings held during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. CONSULTANT will meet with key elected officials and staff from partnering jurisdictions to gather project— related perspectives. Initial list of key elected officials and partnering jurisdictions include: Mike Karnofski — Commissioner, Cowlitz County Bart Gernhart — Assistant Regional Administrator for Engineering, WSDOT SW Region Don Wagner — Regional Administrator, WSDOT SW Region Lori Figoni — Kelso Area Engineer, WSDOT SW Region Jeff Cameron — Public Works Director, City of Longview Bob Gregory — City Manager, City of Longview Steve Taylor — City Manager, City of Kelso Norm Krehbiel — Chief Operating Officer / Director of Facilities & Eng., Port of Longview Geir Kalhagen — Chief Executive Officer, Port of Longview Ted Sprague — President, Cowlitz Economic Development Council Dec. 2014 SR 432 / SR 433 GRADE SEPARATED INTERSECTION Page 2 of 4 Scope of Services Melissa Taylor — Planning Manager, Cowlitz - Wahkiakum Council of Governments. Bill Fashing — Executive Director, Cowlitz- Wahkiakum Council of Governments Assumptions: AGENCY will provide the CONSULTANT with a CD of meeting notes of Elected- Agency Officials briefings, and SR 432 Executive Committee (EC) and Technical Advisory Committee (TAC) meetings held during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. One initial meeting with each key elected official/staff from partnering jurisdictions identified in the listing above. Allow for up to three (3) hours for each initial meeting and preparation of a written summary. Deliverable: Written summaries of initial meetings with key elected officials /staff from partnering jurisdictions. 165 Project Team Meetings [RESERVED] This task scope of work will be developed following the selection of the environmental consultant. TASK 2: ENVIRONMENTAL ANALYSIS 21 Review Environmental Information The CONSULTANT will familiarize himself with environmental technical memoranda, meeting notes / reports documenting the development of the Purpose and Need Statement for the Project, scoping agency meeting, evaluation criteria and alternatives evaluation, and FHWA or other regulators' meetings conducted during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study with emphasis on the Project general area. Assumptions: AGENCY will provide the CONSULTANT with a CD of past environmental technical memoranda, meeting notes and environmental reports prepared during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. TASK 3: PRELIMINARY ENGINEERING 3.1 Review Project Information CONSULTANT will familiarize himself with engineering technical memoranda, meeting notes, and reports documenting the development of engineering alternatives during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study and the SR 432 Realignment Feasibility Study completed in 2008 with emphasis on the Project general area. Assumptions: AGENCY will provide the CONSULTANT with a CD of past engineering study information within the Project area prepared during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. Dec. 2014 SR 432 / SR 433 GRADE SEPARATED INTERSECTION Page 3 of 4 Scope of Services WSDOT will provide the CONSULTANT with a CD of past engineering study information within the Project area prepared during the SR 432 Realignment Feasibility Study completed in 2008. 12 Technical Coordination Meetings CONSULTANT will coordinate regularly with the engineering staff performing preliminary engineering including holding coordination meetings to disseminate and review current design information and recommendations during the validation of engineering alternatives evaluated during Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study. Assumptions: For budgeting purposes assume up to 6 hours of coordination per week including review of design information, meeting time, and preparation of a succinct summary of meeting discussions and action items during the duration of this start-up scope of work. Deliverable: Written meeting summaries. TASK 4: PUBLIC INVOLVEMENT 4.1 Review Project Information CONSULTANT will familiarize himself with the Public Involvement Plan of Phase 1 of the SR 432 Rail Realignment and Highway Improvements Project study and will review related communication pieces (newsletters, press releases, presentation materials, speakers' bureau, comment forms, etc.) and summaries of public involvement activities (open houses, stakeholder interviews, Public Advisory Group, etc.) Assumptions: AGENCY will provide the CONSULTANT with electronic copies of the Public Involvement Plan of Phase I of the SR 432 Rail Realignment and Highway Improvements Project study and all public involvement materials including communication pieces (newsletters, project folio, press releases, presentation materials, speakers' bureau, etc.) and summaries of public involvement activities (open houses, stakeholder interviews, etc.) 492 Public Involvement Plan [RESERVED] This task scope of work will be developed following the selection of the environmental consultant. Qec. 2014 SR 432 / SR 433 GRADE SEPARATED INTERSECTION Page 4 of 4 N/A Exhibit B DBE Participation Agreement Number: WSDOT Form J40 -0 89 EF Exhibit 8 Page 1 of 1 Revised 1013012014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data All survey to be provided by others. B. Roadway Design Files All roadway design to be provided by others. C. Computer Aided Drafting Files All Computer Aided Drafting files to be provided by others. Agreement Number: WSDOT Form 940 -089 EF Exhibit C Page 1 of 4 Revised 1013012014 D. Specify the Agency's Right to Review Product with the Consultant AGENCY reserves the right to review electronic files with CONSULTANT. CONSULTANT may request AGENCY to review electronic files. E. Specify the Electronic Deliverables to Be Provided to the Agency AGENCY will work with CONSULTANT to provide electronic deliverables on an as- needed basis. F. Specify What Agency Furnished Services and Information Is to Be Provided AGENCY will provide AGENCY - furnished services and information on an as- needed basis. AGENCY - furnished services include, but are not limited to, Computer Aided Drafting and secretarial services. Agreement Number: WSDOT Form 940 -089 EF Exhibit C Page 2 of 4 Revised 1013012094 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data CONSULTANT will be provided with a workstation at AGENCY's office. Exchange of data will occur on AGENCY's computer system or by email. WSDOT Farm 940 -089 EF Exhibit C Page 3 of 4 Revised 1013012094 A. Agency Software Suite AGENCY currently uses Microsoft Office. All word processing, spreadsheets, databases, presentations and other documents shall be compatible with Microsoft Office. B. Electronic Messaging System AGENCY currently uses Microsoft Outlook as an electronic mail standard. C. File Transfers Format CONSULTANT will be provided with a workstation at AGENCY's office. Exchange of data will occur on AGENCY's computer system or by email. WSDOr Form 140 -089 EF Exhibit C Page 4 of 4 Revised 1013012014 Exhibit D Prime Consultant Cost Computations Agreement Number: WSDOT Form 140 -089 EF Exhibit D Page 1 of 1 Revised 1013012014 Exhibit D - Payment The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31, 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. 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 the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Costs." b. The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. 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. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund 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 Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." 4. 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 Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. b. 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 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) 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) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) 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 contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. SR432 / SR433 Grade Separated Intersection o Labor LaborExpenses Totallabor NEPA Environmental Documentation and Preliminary Engineering y Hours Dollarstotal Copes PrintingMileageExpenses Rate 125.0 75.0 TASK 1 Project Management and Administration 1.1 Project Management [RESERVED] RESERVED] 142 Project Scheduling [RESERVED] RESERVED] 1.3 Progress Reports 24 24 31000.0 0,0 0,0 0,00.03,000.0 1A lCocirdination with County Staff and Key Partnering Jurisdictions CONSULTANT shall regularly coordinate with AGENCY staff 96 96 120000.0 0,0 0.0 0.0010 1 121000.0 CONSULTANT shall review meeting notes of Elected- Agency Officials briefings, and SR 24 24 3,000.0 0.0 0.0 0.00.03,000.0 432 Executive Committee (EC) and Technical Advisory Committee (TAC) meetings CONSULTANT shall meet with key elected official /staff from partnering jurisdictions Mike Karnofski - Commissioner, Cowlitz County Bart Gernhart- Assistant Regional Administrator for Engineering, WSDOT SW Region Don Wagner - Regional Administrator, WSDOT SW Region Lori Figoni - Kelso Area Engineer, WSDOT SW Region Jeff Cameron - Public Works Director, City of Longview Bob Gregory - City Manager, City of Longview 36 36 4,500.0 0.0 0.0 0.00104,500.0 Steve Taylor -City Manager, City of Kelso Norm Krehbiel - Chief Operating Officer /Director of Facilities & Eng., Port of Longview Geir Kalhagen - Chief Executive Officer, Port of Longview Ted Sprague - President, Cowlitz Economic Development Council Melissa Taylor - Planning Manager, Cowlitz - Wahkiakum Council of Governments Bill Fashing - Executive Director, Cowlitz - Wahkiakum Council of Governments 1.5 Project Team Meetings [RESERVED] TASK 2 Environmental Analysis 2.1 Review Environmental information 24 24 $3,000.0 0.0 $0.0 0.00.03,000.0 TASK 3 Preliminary Engineering 3.1 Review Project Information 32 32 4,000.0 $0.0 $0.0 $O.00.04,000.0 3.2 Technical Coordination 1 96 1 96 1-$12,000.01 $0.0 1 $0.0 1 $0.01 $0001 $12,000.0 TASK 4 Public Involvement 4.1 Review Project Information 32 32 $4,000.0 0.0 0.0 0.00.04,000.0 4.2 Public Involvement Plan [RESERVED] RESERVED] Total Tasks 1 - 4 364 $450500.0 Exhibit E Sub - consultant Cost Computations There isn't any 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: WSDOT Form 140 -089 EF Exhibit F Page 1 of 1 Revised 1013012014 Exhibit F Title V/ Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: I . Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non- discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non - compliance: In the event of the CONSULTANT's non- compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through 5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and /or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: WSDOT Form 140 -089 EF Exhibit F Page 1 of 1 Revised 1013012014 Exhibit G -1(a) Exhibit G - I(b) Certification of Consultant Certification of AGENCY Exhibit G Certification Documents 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: WSDOT Form 140 =089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit GA (a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Claude T. Sakr Consulting whose address is 4323 SE Taggart Street, Portland, OR 97206 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 Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Claude T. Sakr Consulting Consultant (Firm Name) n 12, 2. 12,0 157 Signature (Authorized Official of Consultant) IIMr:, Agreement Number: WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit GA (b) Certification of AGENCY I hereby certify that I am the: Agency Official Other of the Local Agency of Cowlitz County , and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON By: IJ WiIMiM NDMIN C ATTEST: Clerk IM f ' Agreement Number. WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G -2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti -trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. I1. 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. Claude T. Sakr Consulting Consultant (Firm Name) Signature (Authorized Official of Consultant) Agreement Number: WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G =3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, a 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. Claude T. Sakr Consulting Consultant (Firm Name) Signature (Authorized Official of Consultant) Date 1 /2..2-AW Ls- Agreement Number: WSDOT Form 140 -059 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G4 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 Project Manager Services ' are accurate, complete, and current as of December 9, 2014 * *. 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: Claude T. Sakr Consulting 14 W 4;: Signature Date of Execution * * *: Title v %A, eWA 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: WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ . Such insurance coverage shall be evidenced by one of the following methods: Certificate of Insurance. Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self - insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed 1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ Include all costs, fee increase, premiums. This cost shall not be billed against an FHWA funded project. For final contracts, include this exhibit. Agreement Number: WSDOT Form 140 -089 EF Exhibit H Page 1 of 1 Revised 1013012014 Exhibit ! 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 manger 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 errors) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: WSDOT Form 140 -089 EF Exhibit f Page 1 of 2 Revised 1013012014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: WSDOT Form 140 -089 EF Exhibit J Page 2 of 2 Revised 1013012014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: Summation of hours by classification for each firm Any correspondence that directed the consultant to Timeframe of the additional work that was outside Summary of direct labor dollars, overhead costs, p] the additional work; and that is included in the claim; perform the additional work; of the project scope; ofit and reimbursable costs associated with 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: WSDOT Form 940 =089 EF Exhibit J Page 1 of 2 Revised 9013012094 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 Pubic 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 claims) 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: WSDOr Form 140 -089 EF Exhibit J Page 2 of 2 Revised 1013012014