The URL can be used to link to this page

Home My WebLink AboutAG-S-111 / CP1416 F Street SE Non-Motorized ImprovementCITY OF * AtfBURNNancy Backus, Mayor IWASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000 April 9, 2019 Darin Shedd Valbridge Property Advisors 419 Berkeley Avenue, Suite A Fircrest, WA 98466 RE: Agreement No. AG -S-111 Project No. CP1416, F Street SE Non -Motorized Improvements Agreement Execution and Notice to Proceed Dear Mr. Shedd: Enclosed please find an executed copy of the above -referenced Agreement. This letter serves as your Notice to Proceed. The work authorized under this agreement shall not exceed $5,000.00 and has a completion date of December 31, 2019. For the City's tracking and record keeping purposes, please reference AG -S-111 and Project No. CP1416 on all correspondence and related material. As the project manager, I am the designated contact for this agreement and all amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253-804-5034. Sincerely, Seth Wickstrom, PE Project Engineer Public Works Department SW/ad/as Enclosure cc: Shawn Campbell, City Clerk AG -S-111 ENG -170, Revised 12/18 AUBURN * MORE THAN YOU IMAGINED Agreement Number: AG -S-11 1 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Does this Require DES filing? ❑ Yes Q No Firm/Organization Legal Name (do not use dba's): Bruce C. Allen & Associates, Inc., dba Valbridge Property Advisors Puget Sound Address Federal Aid Number 18728 Bothell Way NE, Suite B, Bothell, WA 98011 CM -1094(002) UBI Number Federal TIN or SSN Number 600521741 91-1221034 Execution. Date Completion Date AFKI1 a1 �e,�� 3 �� o r q 1099 Form Required i Federal Participation ❑ Yes ; Q No Yes ❑ No Project Title F Street SE Non -Motorized Improvements - ROW Description of Work Develop a Project Funding Estimate and Administrative Offer Sunni -nary in accordance with approved Right of Way Plans for the project. ❑ Yes % ❑i No DBE Participation Maximum Amount Payable: $5,000 ❑ Yes % Q 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 -�dkirit 14 LiabilitTli�s�irans� InFt€asp Exhibit I Alleged Consultant Design Error Procedures Exhibit ,I Consultant Claim Procedures Agreement Number: AG -S-1 1 l Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 1 of 10 Revised 41412016 THIS AGREEMENT is made and entered into as shown in the "Execution Date" on page one (1) in the heading of this AGREEMENT, between the City of Auburn , hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work" section of this AGREEMENT and hereafter called the "SERVICES"; and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting Services to the AGENCY. NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows: L Description of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will submit such corrections to the AGENCY within ten (10) days of receipt of the AGENCY'S request. II. General Requirements CONSULTANT shall, at all times, comply with all applicable federal, state and local laws, codes, ordinances, rules, regulations, decrees, directives, guidelines, etc., (together "Laws") which may impact or apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are modified or are enacted during the term of this AGREEMENT. Ill. Period of Performance This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in "Execution Date" in the heading of this AGREEMENT on page one (1) and shall be completed on the date shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided herein. Upon completion or termination of this AGREEMENT, the CONSULTANT shall turn over all documents, records and file materials to the AGENCY. IV. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and SERVICES, deemed to be satisfactory by the AGENCY, 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 SERVICES specified in section I. "Description of Work", Agreement Number: AG -S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 2 of 10 Revised 414/2016 unless otherwise specified in section XVII. "Special Provisions." The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A. Lump Sum AGREEMENT: Payment for all consulting SERVICES shall be on the basis of a lump sum "Maximum Amount Payable" as shown in the heading on page one (1) of this AGREEMENT. 1. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown on page one (1) in the heading of this AGREEMENT unless modified by written contract revision prior to the CONSULTANT exceeding this amount. No minimum amount payable is guaranteed under this AGREEMENT. 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 SERVICES under this AGREEMENT, contingent, if applicable, upon receipt of all 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 an agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per the WSDOT'S "Audit Guide for CONSULTANTs," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final post -audit to begin the appeal process to the AGENCY for audit findings. V. Compensation The CONSULTANT shall be paid $5,000 for all SERVICES and expenses under this AGREEMENT, provided that the total reimbursement under this AGREEMENT shall not exceed $5,000 . Such payment shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise specified in Section XVII "Special Provisions." The CONSULTANT'S invoice shall include: the project title, description of the services rendered, and the dates worked. VI. Records and Accounts The CONSULTANT and any authorized sub -consultant, or any other person or firm, shall keep detailed records relating to the charges made and expenses incurred for work required by this AGREEMENT. The CONSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection by the representatives of the AGENCY, the State and the United States, at the office of the CONSULTANT. The CONSULTANT shall include in any sub -consultant agreement/contract or any agreement/contract with any person or firm a provision requiring such sub -consultant, person, or firm to make its financial records available for inspection by the AGENCY in accordance with this provision. Agreement Number: AG -S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 3 of 10 Revised 41412016 The accounting record referred to in the preceding paragraph shall be available for inspection during normal business hours and shall be retained by the CONSULTANT or sub -consultant, or any other person or firm, for a period of three (3) years following final payment from the AGENCY to the CONSULTANT with the following exception: if any litigation, claim, or audit is started before the expiration of the three (3) year retention period, the records shall be retained until all litigation, claim, or audit findings involving the records have been resolved. The CONSULTANT further agrees that any duly authorized representative of the AGENCY, the State or of the United States, in the official conduct of its business shall have access to and the right to examine any directly pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involving the SERVICES provided under the terms of this AGREEMENT at any time during normal business hours during the life of this AGREEMENT and for three (3) years after the date of the final payment under this AGREEMENT. An audit may be performed on this AGREEMENT. The audit, if any, will be performed by the WSDOT's Internal Audit Office. VII. Performance of Services In the performance of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all applicable AGENCY regulations, State and Federal laws, regulations and procedures. Non -delegation The SERVICES to be furnished under the terms of this AGREEMENT shall be performed by the CONSULTANT and the CONSULTANT'S bona fide employees, and shall not be delegated to any other person or firm. 2. Subcontracting The CONSULTANT shall not hire sub -consultants or any other person or firm to provide SERVICES under this AGREEMENT except pursuant to a revision of this AGREEMENT as authorized in Section XVIII "Modification of Agreement." All applicable portions of this AGREEMENT shall be contained in the subcontract between the CONSULTANT and its sub-consultant(s). The CONSULTANT shall remove any employee from assignment to perform SERVICES under this AGREEMENT immediately upon receipt of written request to do so from the AGENCY. The CONSULTANT warrants that, if it is full or partially employed by any public agency other than the AGENCY, its acceptance of this AGREEMENT is with the consent of such agency; that the CONSULTANT shall spend no time in the performance require in this AGREEMENT during which time the CONSULTANT should normally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not interfere with any obligations the CONSULTANT may have to such agency. VIII. Employment and Organizational Conflict 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 AGREEMENT, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from Agreement Number: AG -S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 4 of 10 Revised 4/412016 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 behall'of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or SERVICES provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full= or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written Consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting its employees and the rules and regulations issued there under, and shall save the AGENCY free, clear and harmless from all action's, claims, demandsand expenses arising out of said Act and any rules and regulations that are or may be promulgated in connection therewith. The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income or any other form of taxes, fees, licenses, excises. or'payments required by any Federal or State legislation which are now or which may be enacted during the term of this AGREEMENT as to all the CONSULTANT'S employees, and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this AGREEMENT. The CONSULTANT shall comply with the WSDOT's Organizational Conflict of Interest Policy, WSDOT Manual 3043, and revisions thereto littp://www.wsdot.wa.90V/Publications/Manuals/M3043.11tm, and its requirements for employees, the CONSULTANT tu•►n and any entities created to do business with the AGENCY. IX Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself. its assignees and successors in interest, agrees as follows: Compliance with Laws and Regulations The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation. Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, hereinafter referred to as the "REGULATIONS", which are herein incorporated by reference and made a part of this AGREEMENT. The CONSULTANT shall comply with the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto. Nondiscrimination The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of any sensory, mental, or physical handicap unless based upon a bona tide occupational qualification, in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Agreement Number: AG -S-1 I I Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 5 of 10 Revised 41412016 CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitation for Sub -consultants, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential sub -consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to nondiscrimination on the above grounds. 4. Information and Reports The CONSULTANT shall provide all information and reports required by the REGULATIONS; or directives issued.pursuant thereto, and shall permit access to its books, records, accounts or other sources of information, and its facilities as may be determined by the AGENCY or the Federal Highway Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refused to furnish this information, the CONSULTANT shall so certify to the AGENCY, WSDOT, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Noncompliance In the event of the CONSULTANT's noncompliance with the discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or (2) cancellation, termination, or suspension of this AGREEMENT in whole or in part. Incorporation of Provisions The CONSULTANT shall include the provisions of paragraphs l through 6 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY and / or WSDOT; and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. X. Termination The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT which, when added to any payments previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Agreement Number: AG -S-1 I 1 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 6 of 10 Revised 41412016 No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under This subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or 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. XL Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subjected to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in.Exhibit "J". In the event that either party deem it necessary to Agreement Number: AG -S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 7 of 10 Revised 4/4/2016 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 -consultant, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, and regulations applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY against and hold harmless the STATE and AGENCY from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and / or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and / or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and / or AGENCY may be legally liable, the indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub -consultants, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT'S agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of SERVICES under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and / or AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE's and / or AGNECY'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. Agreement Number: AG -S-1 I l Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 8 of 10 Revised 41412016 The CONSULTANT'S professional liability to the AGENCY, including that which may arise in reference to Section XIV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or one million dollars ($1,000,000.00), whichever is greater. In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees or its agents against the STATE and / or AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the STATE industrial insurance law, Title 51 RCW. XIII. Independent Contractor The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its employees and any authorized sub -consultants, or any other person of firm, shall not be deemed the employees of the AGENCY for any purpose. XIV. Insurance The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, insurance with companies or through sources approved by the STATE Insurance Commissioner pursuant to Title 48 RCW. It is the CONSULTANT'S responsibility to provide evidence of continuing coverage during the overlap periods of the policy and the AGREEMENT. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. XV Confidentiality The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES. Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall not discuss or otherwise exchange information with such other CONSULTANT. The project for which the SERVICES of the CONSULTANT are required may involve litigation of claims against or brought by the STATE and / or AGENCY. Subject to Washington's Public Records Act (RCW ch. 42.17 et. al.) all information developed by the CONSULTANT and all information made available to the CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be confidential as between the CONSULTANT and the AGENCY. Such information shall not be revealed by the CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY. The confidentiality of such information will survive the completion of work under this AGREEMENT and/or the termination of this AGREEMENT. The SERVICES to be performed under this AGREEMENT do not include SERVICES as an expert witness; in the event of the commencement of litigation, SERVICES as an expert witness will be the subject of a separate AGREEMENT. XVI. Applicability of Law Agreement Number: AG -S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 9 of 10 Revised 4/4/2016 This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of Washington shall govern the interpretation and application of its provisions. Venue for any suits between the CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the Superior Court of Thurston County for the State of Washington. None. ,10111. Special Provisions XVIII. Alfodificafion ofAgreement This AGREEMENT, or any provision thereof may be modified or amended only by express written AGREEMENT revision properly signed by all parties. This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the State of Washington unless and until accepted and approved hereon in writing for the AGENCY's authorized representative. In witness whereof: the parties'hereto have executed this AGREEMENT as of the day and year shown in the "E�ecutioii Date" in the heading on page one (1) of this AGREEMENT. By Title T By Title Vice President, Senior Managing Director Date Date 5 ( ) Agreement Number: AG -S-1 1 I Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 10 of 10 Revised 41412016 Exhibit A Scope of Work Project No. CP1416 Complete a Project Funding Estimate (PFE) report and Administrative Offer Summary (AOS) worksheets for the parcels shown on the attached Right of Way Plans. The purpose of work is to provide an opinion of market value impact to each project property for budgeting purposes (PFEs) as well as to support offer letters based on the AOSs. The PFEs and AOSs shall conform to Uniform Standards of Professional Appraisal Practice and Washington State Department of Transportation Local Agency Guideline - Chapter 25. The complete PFEs and AOSs will be delivered to the City withing 35 days following City's issuance of the Notice to Proceed. Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 10/30/2014 Exhibit A Scope of !Work ; i TY ® A U B U R N KING COUNTY, WASHINGTON F STREET NON -MOTORIZED IMPROVEMENTS CITY OFFICIALS Nancy Backus Mayor Kevin Snyder Director of Community Development and Public Works Department Ingrid Gaub, P.E. City Engineer Assistant Director of Engineering Services Seth Wickstrom, P.E. Project Manager RIGHT OF WAY PLANS PROJECT NO. CP1416 CONTRACT NO. TBD FEDERAL AID NO. CM -1094(002) CM of C7RN ASIUNOTON Community Development and Public Warks Departmont ZS W= Main 81r00 Auburn, Washington PLaaram�etrlI �srws�� 1019391NAVENUESE;SUMS 100 PUVALIUP, WA 99171 MARCH 2019 VICINITY MAP NOT TO SCALE Exhibit A Scope of Work FLAN z a o m —Rw ATOM INFORMATION: e.>�"� me�naa+msuv N,yMa��y oa, mnyui�imbna inn tl�1ns'q,n,w�Yns �'�ium weu"r cr.e�o ,wu s m -H PORTIONS OF THE SW 1/4 OF SECTION 18, TOWNSHIP 21 NORTH, RANGE OS EAST AND THE NW 114 OF SECTION 10, TOWNSHIP 21 NORTH, RANGE OS EAST, WILLAMETTE MERIDIAN, CITY OF AUBURN, KING COUNTY, WASHINGTON. SURWYOKS NOTES, ::iatimiwern, n w as NYu w,n,V IR IIII I I � _ ' �Lsiiora+n°'°°i"unmrc I � I r.2l:icr e.rw,c snen:mtsa�an II h.-mw,lmro �N5PR:ti I P7 NYI[9fR1V I I I '��*4��oinv I I eas,rm lea. E\lll I _—FSTSE—_--_-r N I �. �ww f ' RW02 RW07 5 RWO4 I m.aan,u, r w urc w l I I I .c<nmaaa M;e m! A.�v.m ,.:u N� alm,.. I I .!4 Exhibit A Scope Of Work 3.. I *, 11 / I wu,mx.� FST SE 1 PORTIONS OF THE SW 1/4 OF SECTION 16, TOWNSHIP 21 NORTH, RANGE 06 EASTAND THE NW 1/4 OF SECTION 19, TOWNSHIP V NORTH, RANGE 05 EAST, WILLAMETTE MERIDIAN, CITY OF AUBURN, KING COUNTY, WASHINGTON. o,yv� I inlW � I I p ' FSTSE"\I ovRVF.M41NOTE9' � gym in ww"c nw rnvoo nii m. v.wm.'"`� wn tw-flD• �uw�yiw awiuea� p A I ,roms,inl a to vc w p OviY.wnn i -----—_lemv.w�n ua wn ♦ _ .............. Cl1YF CPUDOMMUNITYLIOWORN DEVELOP9DEPMMENT 11 ~ e. OTMENTF STREET P w r- I25W lMoIn Std NON -MOTORIZED IMPROVEMENTS - h +010� 0 •WASHINGTON "r�0�m' RIGHT OF WAY PLAN PORTIONS OF THE SW 114 OF SECTION 18, TOWNSHIP 21 NORTH, RANGE 05 EAST AND ETHE NW 1/4 OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 05 EAST, WILLAMETTE xhibit A MERIDIAN, CITY OF AUBURN, KI I NO COUNTY, WASHINGTON. Scope of Work L NNZ.7:7 FSTSE w FSTSE PLO r -L BURWO"NOM ......... ..... ..................... — - . ... ....... — ........................ C DEPARTMENT FSTREET 25W.IMd.9k.1 NON -MOTORIZED IMPROVEMENTS Aubum. Waillaotm RIGHT OF WAY PLAN PORTIONS OF THE SW 1114 OF SECTION 18, TOWNSHIP 21 NORTH, RANGE 05 EAST AND Exhibit A THE NW 114 OF SECTION 10, TOWNSHIP 21 NORTH, RANGE 05 EAST, WILLAMETTE MERIDIAN, CITY OF AUBURN, KING COUNTY, WASHINGTON. qIi I Scope of Work '—� ---- - W I g T.I_. 1 Ij an a�l ST SE I w.ul In I -wAml.[M-b-m Ya .nru'tn�r ,swam I I p614®9005 Yo m W COMMUNITY DEVELOPMENT 8 R� PUBLIC WORKS DEPARTMENT 28 Waat Main Street Auburn. WaaHnetan .,macoer. aPLAN , la BUURRVr. eC�I�M NOTES: —Iw uK -E Nv'W _ N[ Yt1IM� __ VKnV IK KnrM n1 P F STREET NON -MOTORIZED IMPROVEMENTS RIGHT OF WAY PLAN N/A Exhibit B DBE Participation Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit 8 Page 1 of 1 Revised 10/30/2014 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 N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files N/A Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 1013012014 D. Specify the Agency's Right to Review Product with the Consultant None. E. Specify the Electronic Deliverables to Be Provided to the Agency Project Funding Estimate and Administrative Offer Summary F. Specify What Agency Furnished Services and Information Is to Be Provided Right of Way Plans and Title Reports Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 1013012014 11. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Email: dshedd@valbridge.com and swickstrom@auburnwa.gov WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 1013012014 A. Agency Software Suite Microsoft Office Suite and Bluebeam B. Electronic Messaging System Microsoft Outlook C. File Transfers Format Microsoft Word, Microsoft Excel, or PDF via Email WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 1013012014 Lump sum fee of $5,000. Exhibit Prime Consultant Cost Computations Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 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. N/A Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 1013012014 Exhibit F Title V1 Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 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. 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. 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: AG -S-111 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 1013012014 Exhibit G- I (a) Exhibit G-I(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Exhibit G Certification ®®currents Certification of Consultant Certification of Certification Reaardina Debarment. Suspension and Other Responsibility Matters - Primaty Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Nllmber: AG -S- I I I WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G -1(a) Certification of Consultant I hereby certify that 1 am the and duly authorized representative of the firm of Bruce C. Allen & Associates, Inc., dba Valbridge Property Advisors Puget Sound whose address is 18728 Bothell Way NE, Suite B, Bothell, WA 98011 and that neither the above firm nor I have: a) Employed or retained for a commission; percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm; organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, ,contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying Out this AGREEMENT; except as hereby expressly stated (if any); I' acknowledge that this certificate is to be furnished to the City of Auburn and the Federal Highway Administration, U.S. Deparhnent 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. Bruce C. Allen & -Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant (Firm Name) tiu gnature (Autko zed Official of Consultant) Date Agreement Number: AG -S- l 1 I WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/3012014 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. 11. 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. Bruce C. Allen & Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant (Firm Name) Signature (Authorized -Official of Consultant) WSDOT Form 140-089 EF Exhibit G Revised 10/30/2014 Date Agreement Number: AG -S- I I I Page 1 of 1 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: No Federal appropriated funds have been paid or will be paid; by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation;of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into thistransaction 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. Bruce C. Allen & Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant (Firm Name) Si nature (Authorize official of Consultant) WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Agreement Number: AG -S- I I 1 Page 1 of 1 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative jn support of F Street SE Nan -Motorized Improvements * are accurate, complete, and current as of February 5, 2019 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: Bruce C. Allen & Associate,, Inc., dba Valbridge Property Advisors Puget Sound re Title Date of Execution***: *Identify the proposal, quotation, request Ior 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 contact price was agreed to. Agreement Number: AG -S -I I l WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) if it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit I Page 1 of 2 Revised 1013012014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit / Page 2 of 2 Revised 10130/2014 Exhibit J Consultant Claire Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 10130/2014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: AG -S-111 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 10/3012014 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Agreement Number: AG-S-111 Does this Require DES filing? ❑ Yes Q No Firm/Organization Legal Name(do not use dba's): Bruce C. Allen& Associates, Inc., dba Valbridge Property Advisors Puget Sound Address Federal Aid Number 18728 Bothell Way NE, Suite B, Bothell, WA 98011 CM-1094(002) UBI Number Federal TIN or SSN Number 600521741 91-1221034 Execution Date Completion Date 1099 Form Required Federal Participation ❑ Yes ❑� No 0 Yes ❑ No Project Title F Street SE Non-Motorized Improvements - ROW Description of Work Develop a Project Funding Estimate and Administrative Offer Summary in accordance with approved Right of Way Plans for the project. ❑ Yes % ❑r No DBE Participation Maximum Amount Payable: $5,000 ❑ Yes % 0 No MBE Participation ❑ Yes % 0 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: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 1 of 10 Revised 4/4/2016 THIS AGREEMENT is made and entered into as shown in the "Execution Date" on page one (1) in the heading of this AGREEMENT, between the City of Auburn hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work" section of this AGREEMENT and hereafter called the "SERVICES"; and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting Services to the AGENCY. NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows: L Description of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will submit such corrections to the AGENCY within ten (10) days of receipt of the AGENCY'S request. II. General Requirements CONSULTANT shall, at all times, comply with all applicable federal, state and local laws, codes, ordinances, rules, regulations, decrees, directives, guidelines, etc., (together "Laws") which may impact or apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are modified or are enacted during the term of this AGREEMENT. III Period of Performance This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in "Execution Date" in the heading of this AGREEMENT on page one (1) and shall be completed on the date shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided herein. Upon completion or termination of this AGREEMENT, the CONSULTANT shall turn over all documents, records and file materials to the AGENCY. IV. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and SERVICES, deemed to be satisfactory by the AGENCY, 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 SERVICES specified in section I. "Description of Work", Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 2 of 10 Revised 4/4/2016 unless otherwise specified in section XVII. "Special Provisions." The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A. Lump Sum AGREEMENT: Payment for all consulting SERVICES shall be on the basis of a lump sum "Maximum Amount Payable" as shown in the heading on page one (1) of this AGREEMENT. 1. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown on page one (1) in the heading of this AGREEMENT unless modified by written contract revision prior to the CONSULTANT exceeding this amount. No minimum amount payable is guaranteed under this AGREEMENT. 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 SERVICES under this AGREEMENT, contingent, if applicable, upon receipt of all 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 an agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per the WSDOT'S "Audit Guide for CONSULTANTs," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final post-audit to begin the appeal process to the AGENCY for audit findings. V. Compensation The CONSULTANT shall be paid $5,000 for all SERVICES and expenses under this AGREEMENT, provided that the total reimbursement under this AGREEMENT shall not exceed $5,000 . Such payment shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise specified in Section XVII "Special Provisions." The CONSULTANT'S invoice shall include: the project title, description of the services rendered, and the dates worked. VI. Records and Accounts The CONSULTANT and any authorized sub-consultant, or any other person or firm, shall keep detailed records relating to the charges made and expenses incurred for work required by this AGREEMENT. The CONSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection by the representatives of the AGENCY, the State and the United States, at the office of the CONSULTANT. The CONSULTANT shall include in any sub-consultant agreement/contract or any agreement/contract with any person or firm a provision requiring such sub-consultant, person, or firm to make its financial records available for inspection by the AGENCY in accordance with this provision. Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 3 of 10 Revised 4/4/2016 The accounting record referred to in the preceding paragraph shall be available for inspection during normal business hours and shall be retained by the CONSULTANT or sub-consultant, or any other person or firm, for a period of three (3) years following final payment from the AGENCY to the CONSULTANT with the following exception: if any litigation, claim, or audit is started before the expiration of the three (3) year retention period, the records shall be retained until all litigation, claim, or audit findings involving the records have been resolved. The CONSULTANT further agrees that any duly authorized representative of the AGENCY, the State or of the United States, in the official conduct of its business shall have access to and the right to examine any directly pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involving the SERVICES provided under the terms of this AGREEMENT at any time during normal business hours during the life of this AGREEMENT and for three (3) years after the date of the final payment under this AGREEMENT. An audit may be performed on this AGREEMENT. The audit, if any, will be performed by the WSDOT's Internal Audit Office. VII. Performance of Services In the performance of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all applicable AGENCY regulations, State and Federal laws, regulations and procedures. 1. Non-delegation The SERVICES to be furnished under the terms of this AGREEMENT shall be performed by the CONSULTANT and the CONSULTANT'S bona fide employees, and shall not be delegated to any other person or firm. 2. Subcontracting The CONSULTANT shall not hire sub-consultants or any other person or firm to provide SERVICES under this AGREEMENT except pursuant to a revision of this AGREEMENT as authorized in Section XVIII "Modification of Agreement." All applicable portions of this AGREEMENT shall be contained in the subcontract between the CONSULTANT and its sub-consultant(s). The CONSULTANT shall remove any employee from assignment to perform SERVICES under this AGREEMENT immediately upon receipt of written request to do so from the AGENCY. The CONSULTANT warrants that, if it is full or partially employed by any public agency other than the AGENCY, its acceptance of this AGREEMENT is with the consent of such agency; that the CONSULTANT shall spend no time in the performance require in this AGREEMENT during which time the CONSULTANT should normally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not interfere with any obligations the CONSULTANT may have to such agency. VIII. Employment and Organizational Conflict 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 AGREEMENT, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 4 of 10 Revised 4/4/2016 this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or SERVICES required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or SERVICES provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting its employees and the rules and regulations issued there under; and shall save the AGENCY free, clear and harmless from all actions, claims, demands and expenses arising out of said Act and any rules and regulations that are or may be promulgated in connection therewith. The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income or any other form of taxes, fees, licenses, excises, or payments required by any Federal or State legislation which are now or which may be enacted during the term of this AGREEMENT as to all the CONSULTANT'S employees, and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this AGREEMENT. The CONSULTANT shall comply with the WSDOT's Organizational Conflict of Interest Policy, WSDOT Manual 3043, and revisions thereto http://www.wsdot.wa.gov/Publications/Manuals/M3043.htm, and its requirements. for employees, the CONSULTANT firm and any entities created to do business with the AGENCY. IX. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest, agrees as follows: 1. Compliance with Laws and Regulations The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, hereinafter referred to as the "REGULATIONS", which are herein incorporated by reference and made a part of this AGREEMENT. The CONSULTANT shall comply with the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto. 2. Nondiscrimination The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of any sensory, mental, or physical handicap unless based upon a bona fide occupational qualification, in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 5 of 10 Revised 4/4/2016 CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitation for Sub-consultants, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to nondiscrimination on the above grounds. 4. Information and Reports The CONSULTANT shall provide all information and reports required by the REGULATIONS; or directives issued pursuant thereto, and shall permit access to its books, records, accounts or other sources of information, and its facilities as may be determined by the AGENCY or the Federal Highway Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refused to furnish this information, the CONSULTANT shall so certify to the AGENCY, WSDOT, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance In the event of the CONSULTANT's noncompliance with the discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or (2) cancellation, termination, or suspension of this AGREEMENT in whole or in part. 6. Incorporation of Provisions The CONSULTANT shall include the provisions of paragraphs 1 through 6 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a CONSULTANT becomesinvolved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY and / or WSDOT; and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. X. Termination The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT which, when added to any payments previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 6 of 10 Revised 4/4/2016 No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of.this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subjected to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 7 of 10 Revised 4/4/2016 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-consultant, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, and regulations applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY against and hold harmless the STATE and AGENCY from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and / or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a) the CONSULTANT or the CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and / or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and / or AGENCY may be legally liable, the indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultants, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT'S agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of SERVICES under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and / or AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE's and / or AGNECY'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. Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 8 of 10 Revised 4/4/2016 The CONSULTANT'S professional liability to the AGENCY, including that which may arise in reference to Section XIV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or one million dollars ($1,000,000.00), whichever is greater. In no case shall the. CONSULTANT'S professional liability to third parties be limited in any way. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees or its agents against the STATE and / or AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the STATE industrial insurance law, Title 51 RCW. XIII. Independent Contractor The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its employees and any authorized sub-consultants, or any other person of firm, shall not be deemed the employees of the AGENCY for any purpose. XIV. Insurance The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, insurance with companies or through sources approved by the STATE Insurance Commissioner pursuant to Title 48 RCW. It is the CONSULTANT'S responsibility to provide evidence of continuing coverage during the overlap periods of the policy and the AGREEMENT. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. XV. Confidentiality The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES. Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall not discuss or otherwise exchange information with such other CONSULTANT. The project for which the SERVICES of the CONSULTANT are required may involve litigation of claims against or brought by the STATE and / or AGENCY. Subject to Washington's Public Records Act (RCW ch. 42.17 et. al.) all information developed by the CONSULTANT and all information made available to the CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be confidential as between the CONSULTANT and the AGENCY. Such information shall not be revealed by the CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY. The confidentiality of such information will survive the completion of work under this AGREEMENT and/or the termination of this AGREEMENT. The SERVICES to be performed under this AGREEMENT do not include SERVICES as an expert witness; in the event of the commencement of litigation, SERVICES as an expert witness will be the subject of a separate AGREEMENT. XVI. Applicability of Law Agreement Number: AG-S-111 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 9 of 10 Revised 4/4/2016 This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of Washington shall govern the interpretation and application of its provisions. Venue for any suits between the CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the Superior Court of Thurston County for the State of Washington. XVII. Special Provisions None. • XVIII. Modification of Agreement This AGREEMENT, or any provision thereof, may be modified or amended only by express written AGREEMENT revision properly signed by all parties. This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the State of Washington unless and until accepted and approved hereon in writing for the AGENCY's authorized representative. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" in the heading on page one (1) of this AGREEMENT. 41-:By JM Ou�� By / Title Mayor Title Vice President,Senior Managing Director Date 431 0 Date APPROVED AS TO FORM Agreement Number: AG-S-1 11 Local Agency Real Estate Professional Services Lump Sum Consultant Agreement Page 10 of 10 Revised 4/4/2016 Exhibit A Scope of Work Project No. CP1416 Complete a Project Funding Estimate(PFE) report and Administrative Offer Summary (AOS)worksheets for the parcels shown on the attached Right of Way Plans. The purpose of work is to provide an opinion of market value impact to each project property for budgeting purposes (PFEs) as well as to support offer letters based on the AOSs. The PFEs and AOSs shall conform to Uniform Standards of Professional Appraisal Practice and Washington State Department of Transportation Local Agency Guideline- Chapter 25. The complete PFEs and AOSs will be delivered to the City withing 35 days following City's issuance of the Notice to Proceed. Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 10/30/2014 In Exhibit A MARCH 2019 0 Scope of Work 'A -TY O F AU B U R NJ E 0, KING COUNTY,WASHINGTON ° 0 F STREET NON-MOTORIZED IMPROVEMENTS W C 1 RIGHT OF WAY PLANS a u CITY OFFICIALS PROJECT NO. CP1416 CONTRACT NO.TBD r--- i FL �J� �- =->N FEDERAL AID NO. CM-1094(002) --- _t Nancy Backus _• _ -- __j_ Mayor • i — Kevin Snyder _____Q, ;_;ti,:�_.�- Director of Community Development -j'�-1 - ____ and Public Works Department — =• ,=a= ! PROJECT Ingrid Gaub, P.E. U prametrt `- ,_ �/ ii SITE 1 WASHINGTON City Engineer Community Development and -®®®INIM `• Assistant Director of Engineering Services Public WorksDepa.tment 'al;'A�^�SE.SUCH 12 25 West Main Street _II e I j Auburn,Washington It Seth Wickstrom, P.E. ! -•I•I 1 1 I • Project Manager VICINITY MAP NOT TO SCALE PORTIONS OF THE SW 114 OF SECTION 18,TOWNSHIP 21 NORTH,RANGE 05 EAST AND f2 Exhibit A THE NW 114 OF SECTION 19,TOWNSHIP 21 NORTH,RANGE 05 EAST,WILLAMETTE MERIDIAN,CITY OF AUBURN,KING COUNTY,WASHINGTON. o Scope of Work SURVEYORS NOTES: PIAN W t6.003 11.61111,111.0 MM.MO MO %Mt 01 rill 4 IR INSOLte•MS.wen in o ,w garnertleISMS 0 SI OD Mal NM ODELOO OW..WAS NOVNEATI.DaMS no C .n,Mt FUSIN ^F O NA• .ISMS as Ss.a m Pu u. 2 DATUM D60RYATION: ma0.0.0.6 W.,.. I I leaal1.. III I I III I I III I I w;>nan I I I SOMA w..a.i•4.6.•• '°" avw¢`•-m I`WALTZ?!Q.tSJ I ' I YOa 6^IINDIIn1 ...Pe AwA On 0 m1~ . ao raM III vnA Ta I I I II �,,a��_.00111 UN 6 , r.o�ES tO•MC I Ime.P�ome1 I LL •ac.i.o ow.x..,r 5 I I .� I S _ u I I 11 I ( I S I.�°rr=112•�r0031000,w. • Uu 1 I i1 H 1" I lif f No...... ml il /I� ---_---- -—F ST SE -- V N�. 1--{ rogra.�N.12.100 �.,, tea. i/ — u'� .,�v ll�i Dz 3., Fo.7r� I� LEDEM N i _ .N-- t1=0mv w:a✓.n`�a " I 4 I RWD3 i ��i RWD,I �n ww yr a I I III I I I I �� ' ' I I I I 1 I - —P�49..1..1 1013 NOME IRO t1•60.a.saw.Vat. y 15mn9 51Aan I F I mmzs;t;A'5 EP2 1-1 newH�•••• . I I 1 m I I 1 �.P Iliti MG RI Me B.EtE(9U'.,A' o _W55NE[.. su.now .r a-udm M I I DI o t'6 I �] N I AL'T�YCOI —-—-—wau P.snrn 1wr a v 1,[ ° I I IN to II 1 15 u. S....Ka,� II III II III II I i I II III I • s, a w:,.. Hams 0 Kve-xs.n tn. MAO BY 0.4.rE us as ens. . /COMMUNRYDEVELOPMEN78 CP�1416 y', .... re�"'A. CRT OF._.� PUSGC WORKS DEPARTMENT ��tl°"'� w.e F STREET auae .•s11 RR'/ A.l�i� y-1fy;r'�T 25 West Mein Street NON-MOTORIZED IMPROVEMENTS_ MAIM ' WASHINGTON Amwn.was sgton ...RO`°Dr_ RIGHT OF WAY PLAN THD r.,............... ...r.oq, 6171-1 a 4 PORTIONS OF THE SW 1/4 OF SECTION 18,TOWNSHIP 21 NORTH,RANGE 05 EAST AND r2 Exhibit A THE NW 114 OF SECTION 19,TOWNSHIP 21 NORTH,RANGE 05 EAST,WILLAMETTE f /� MERIDIAN,CRY OF AUBURN,KING COUNTY,WASHINGTON. _ Scope of Work I I I H an a I o 3 I I IIn o I I s 06� �p I wI I - I �Iti z 6600 I '070 /0.113 I DETAILS .4 e 41 BURVEYDRI3 NOTES: L110 OF 6200,6,61. Wangs 160 lit 0.16 10/0011 6 WM WI 106012•WAIN,24116 VF I / I 616 a.n..�OSnI 661201.26613 016026 1600 0216 .,.,Ila... I IFI._ - is' n sl OLT 01606 ill.1.00•0001•111. I 600 1601 FM 06 IS Olt 213 ne 606 S 160116 04 0 6 200 IRON 00 62 _ow nn__ 111 R. FST: F ST SE are - n 2.0. _ _t w u_'°°e„`�-LEWD: �a - u 0. 4 R •a 1 �` I II - -0660 6616 Maws v I. I rano r......z.n..21110,0101. .. ...,....=,....,.. 060002 0 6 OF r,/,,, ' i°��( I� ---- --- I iy I I-----'---d� - — — —r I • ..�. ,� 11 ! I I i 1Fs6 220 "In. I I I I ( I I I g ' I I I I wow Ina oaF 061626 02 660 1.4l.1266 06166 COW man I 111 I 116 203 V 476 0606ni unr 10 06 0V 220 COMMUNT'DEVELOPMFMB 0.cv..an 16061. Iowa CP1416 7'.1 . w. nna ff`V. aa a f_ PUBLIC WORKS DEPARTMENT T,.,,,, MR- F STREET �.� ' se. yr•n Ie r,Il�Al 25 West Maln Saecl NON-MOTORIZEDIMPROVEMENTS 6DI `�.rll AS�l, Alauo.Washington „p,,,e,.®s,,.. RIGHT OF WAY PLAN haile.,m WASHINGTON .m 2 ....,..�.._.,. a Masa..E w. EXTr : 4 PORTIONS OF THE SW 114 OF SECTION 18,TOWNSHIP 21 NORTH,RANGE 05 EAST AND z Exhibit A THE NW 114 OF SECTION 19,TOWNSHIP 21 NORTH,RANGE 05 EAST,WILLAMETTE W MERIDIAN,CITY OF AUBURN,KING COUNTY,WASHINGTON. I PLAx g • I I I . A b S Scope of Work I I I NI SURVEYORS 11076' C — I I e I ore .� : I 1 s•l I I I A — �------ IWIM•00 �q 1 V I e I .am.. I I I ,e.<A M m „.„:„ , . , • w . I. i— mrmmre — —' �__—___— _�_ i, Mr,nvrs F wemuo It I 0,4.7.70.11.1X c. Ir---1 map MOB. 1 Il II • �m 11 �l I 10.01 ISR I : tTZ-1.k • —.1i0�—• 4 �AP n y ...7,:,� —'--- wed- .in.e, m me .-.. a.� _. ...,0•0 d o 'K k i,wen ` n Epv valla �i f e ave , ,: vn m W •// / 1 II I I ae I kms— IV' S ! "n Ig II •me.em.. ' �i ,"di � as ' e®. I ______��____„ k o: I I , S _________J1 N ' —' ' � � 1_.,1„ r e '1 _ j LEGEM P I I I I I I r I a®OTC>m. I I I w�a 000 000 e' . w.M,m ppr u .m� -_- �.��. I I I .. .e m I I t e,emn a .m .o e, usu..e raNsen nOPT. I•val .Enn. Gopera raff ....�. .y• 1 CRYOf •1•.°...----...;-•w pmOEVEPARTME e — F STREET n.a� PUBLIC WORKS OEPARiMEM xSwepMinstml NON-MOTORIZED IMPROVEMENTS = \ Mbum,wz"''' .1,0043)BY. RIGHT OF WAY PIAN a.a,9 , 1 :, WASHINGTON a ...�.....rr.�, .•f /ra.Ww.• 6B�' 4 PORTIONS OF THE SW 114 OF SECTION 18,TOWNSHIP 21 NORTH,RANGE 05 EAST AND E Exhibit THE NW 114 OF SECTION 19,TOWNSHIP 21 NORTH,RANGE 05 EAST,WILLAMETTE A 1I MERIDIAN,CITY OF AUBURN,KING COUNTY,WASHINGTON. I P ,,® 1 AN I Scope of Work ( I____________ -m---__— — a —..�n D�i— I w wuraes NOTES: Ilg e� -t I ilinain.MAD li PUSS IRMO MO DM ,� s I 11 ' IV gala .A1 � s ISO lit 5 IS I f0“11 SPASM 64•00.,.i0. o I/ . ---1[ iil t,1 11 1 4:61011. i II 1 111 tl mom . i + I II ! 1 1,71 N ea+n mlr.nve. I U.m T 1 m o� I 7, na on I X01 n I I m n.n. I ;� mina. u nen, n . sa 4*.aa 'Ir D SI vfa I '`�4/ 1111 '"gy'.,,,..2....... -;----1 I FST SE I ..n -—_ - _�__ _-,a,a_ -_-_-I '°p,',i`— aw '°Wim' /`...14/1yL.-_.----4- mi, sys 'AV) t , t. 0.01.33,110. 12 iT :EY I r . e. Itilia MS i aereMSmili W 4 le O. 5 1 wI 'I ..DAl L'�LL 2� I II i 5' I W r I+Li LSI'.oM ¢. i � 'Nov", I 101,911,4 _ - �lSWIM Le Ur w. - -^nn.^'..n.o^'..MR.SDI CS MS� 1 I I I I man=to UM MGM =II 1D Will. Li ,r..n VS 1ST UMW( - -- - DnaD �_,. I N. IN ..Si...Ca 1 SWIMS I I wagon NaRn....n ...n. w �S. �,�J ,�COMMUNITY DEVELOPMENT 8 ��eY CP1415 a aw.a-I MAWS nn...., r. I' /'PUBLIC WORKS DEPARTMENT °1�'"°°' �� F STREET aomK, �..n (♦� 25 Wm Meln SERK NON-MOTORIZED IMPROVEMENTS 9',.,;, �, .�Y'• - D n. RIGHT OF WAY PLAN TBD I...;,- .,.I �y�,,, j /, / WASHINGTON 'W�� x 4 Hr ............. ...... 4....,nfe•poor MFS 4 Exhibit B DBE Participation N/A Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit B Page 1 of 1 Revised 10/30/2014 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 N/A B. Roadway Design Files N/A • C. Computer Aided Drafting Files N/A Agreement Number: AG-S-1 11 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 10/30/2014 D. Specify the Agency's Right to Review Product with the Consultant None. E. Specify the Electronic Deliverables to Be Provided to the Agency Project Funding Estimate and Administrative Offer Summary F. Specify What Agency Furnished Services and Information Is to Be Provided Right of Way Plans and Title Reports Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 10/30/2014 H. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Email: dshedd@valbridge.com and swickstrom@auburnwa.gov WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 10/30/2014 A. Agency Software Suite Microsoft Office Suite and Bluebeam B. Electronic Messaging System Microsoft Outlook C. File Transfers Format Microsoft Word, Microsoft Excel, or PDF via Email WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 Exhibit D Prime Consultant Cost Computations Lump sum fee of$5,000. Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 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. N/A Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 10/30/2014 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 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: AG-S-111 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 10/30/2014 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of 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: AG-S-111 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Bruce C. Allen& Associates, Inc., dba Valbridge Property Advisors Puget Sound whose address is 18728 Bothell Way NE, Suite B, Bothell, WA 98011 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the City of Auburn 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. Bruce C. Allen&Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant(Firm Name) 5 20-/ Sig re(Autho ized Official of Consultant) Date Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 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 (l)(b) of this certification; and D. Have not within a three (3) year period preceding this application /proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Bruce C. Allen& Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant(Firm Name) es. ./L // 510-7F ignature(Authorized Official of Consultan) Date Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly. Bruce C. Allen &Associates, Inc., dba Valbridge Property Advisors Puget Sound Consultant(Firm Name) S'• ature(Authorized Official of Consultant) Date Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of F Street SE Non-Motorized Improvements * are accurate, complete, and current as of February 5, 2019 **. 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: Bruce C. Allen & Associates, Inc., dba Valbridge Property Advisors Puget Sound Signature Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: AG-S-11 1 WSDOT Form 140-089 EF Exhibit 1 Page 1 of 2 Revised 10/30/2014 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: AG-S-111 WSDOT Form 140-089 EF Exhibit I Page 2 of 2 Revised 10/30/2014 • Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 10/30/2014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: AG-S-111 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 10/30/2014