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Home My WebLink About07-01-24 Council Meeting SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 711 (TDD only) prior to the meeting date if special accommodations are required. CALL TO ORDER Mayor Don Vanney PLEDGE OF ALLEGIANCE ROLL CALL Mayor Don Vanney – Wendy APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS PROCLAMATIONS PUBLIC COMMENT For members of the public who wish to speak to the Council about any matter not on the Public Hearing portion of the meeting. Please limit remarks to three minutes. CONSENT AGENDA Mayor Pro Tem Michele Blythe 1. Minutes of the June 17 and June 24 Council meetings ATTACHMENT A 2. Accounts Payable ATTACHMENT B 3. Low Bid Award for 3rd Street and 5th Street Parking Lots ATTACHMENT C 4. Acceptance of Auto Theft Prevention Grant ATTACHMENT D PUBLIC HEARING NEW BUSINESS 1. Permit Fee Waiver for the Flock ALPR Cameras Project ATTACHMENT E Staff Presentation: Paul Ellis Council Liaison: Heather Logan 2. Permit Fee Waiver for SR 530 Crossing for Fiber ATTACHMENT F Staff Presentation: Paul Ellis Council Liaison: Jan Schuette 3. Permit Fee Waiver for Right of Way at Smokey Point Community Park ATTACHMENT G Staff Presentation: Paul Ellis Council Liaison: Debora Nelson Arlington City Council Meeting Monday, July 1, 2024 at 6:00 pm City Council Chambers – 110 E 3rd Street SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 711 (TDD only) prior to the meeting date if special accommodations are required. 4. Funding for Phase II of the Smokey Point Community Park ATTACHMENT H Staff Presentation: Marc Hayes Council Liaison: Debora Nelson 5. Snohomish County Public Utility District No. 1 Easement Request ATTACHMENT I Staff Presentation: Marc Hayes Council Liaison: Rob Toyer 6. Resolution to Waive Fly-In (SkyFest) Land Use Fees ATTACHMENT J Staff Presentation: Marty Wray Council Liaison: Jan Schuette 7. Perimeter Fencing Improvements Project ATTACHMENT K Staff Presentation: Marty Wray Council Liaison: Yvonne Gallardo-Van Ornam 8. Taxiway Alpha Improvements Project ATTACHMENT L Staff Presentation: Marty Wray Council Liaison: Yvonne Gallardo-Van Ornam COMMENTS FROM COUNCILMEMBERS INFORMATION/ADMINISTRATOR & STAFF REPORTS MAYOR’S REPORT EXECUTIVE SESSION RECONVENE ADJOURNMENT Mayor Pro Tem Michele Blythe / Mayor Don Vanney DRAFT Page 1 of 3 Council Chambers 110 East 3rd Street Monday, June 17, 2024 Councilmembers Present: Heather Logan, Debora Nelson, Michele Blythe, Yvonne Gallardo-Van Ornam, Leisha Nobach and Jan Schuette. Council Members Absent: Rob Toyer, excused. Staff Present: Mayor Don Vanney, Paul Ellis, Kristin Garcia, Mike Gilbert, Marc Hayes, Amy Rusko, City Attorney Steve Peiffle, Chelsea Brewer, and Julie Petersen. Also Known to be Present: Kathy Vanney, Nathan Senff, Randy Nobach, Steve Maisch, Holly-Sloan Buchanan, Sid Logan, John Cermak, John Knisley, and Tim Abrahamson. Mayor Don Vanney called the meeting to order at 6:00 p.m., and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe moved to approve the agenda as presented. Councilmember Debora Nelson seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS None. PROCLAMATIONS Councilmember Debora Nelson read the Juneteenth proclamation. PUBLIC COMMENT John Knisley, Arlington, provided comments. CONSENT AGENDA Mayor Pro Tem Michele Blythe moved, and Councilmember Debora Nelson seconded the motion to approve the Consent Agenda that was unanimously carried: 1. Minutes of the June 3 and June 10, 2024, Council meetings. 2. Approval of Petty Cash Check #2034; EFT Payments and Claims Checks #110899 through #110999 dated May 21, 2024, through June 3, 2024, for $1,011,195.06; and Approval of Payroll EFT Payments and Check #30365 through #30376 dated May 1, 2024, through May 31, 2024, in the amount of $1,415,095.60. 3. Resolution Adopting a Revised Cemetery Fee Schedule. 4. Ordinance Adding New Arlington Municipal Code Section 2.32.070 Relating to Police Commissions. Minutes of the Arlington City Council Meeting Minutes of the City of Arlington City Council Meeting June 17, 2024 Page 2 of 3 5. Ordinance Amending Arlington Municipal Code Section 10.54.050(d) Relating to City Parking Regulations. 6. Ordinance Amending Arlington Municipal Code Chapter 20.08 Zoning Definitions. 7. Ordinance Amending Arlington Municipal Code 20.76 Relating to Screening and Trees. 8. Ordinance Approving Watanabe Rezone. 9. Ordinance Approving Sno-Isle Library Rezone. PUBLIC HEARING None. NEW BUSINESS Resolution Authorizing Application for Recreation and Conservation Office Grant for Jensen Park Bike Pump Track City Administrator Paul Ellis reviewed the request from staff to apply for $350,000 from WA State RCO to design and construct a bicycle pump track at Jensen Park. Discussion followed with Mr. Ellis answering Council questions. Councilmember Debora Nelson moved, and Councilmember Heather Logan seconded the motion to approve the resolution and authorize the Mayor to sign it. The motion passed unanimously. National Opioid Settlement City Attorney Steve Peiffle reviewed the proposed nationwide settlement agreement that has been reached would resolve the legal claims of states and local political subdivisions against regional supermarket pharmacy Kroger Co. related to alleged misconduct related to opioids. Discussion followed with Mr. Peiffle answering Council questions. Councilmember Heather Logan moved, and Councilmember Michele Blythe seconded the motion to approve the City’s participation in the nationwide Kroger Co. Settlement litigation and authorize the Mayor or City Administrator to sign the participation forms and related documentation. The motion passed unanimously. Succession Planning City Administrator Paul Ellis requested modifications to the full-time employee 2024 roster in the amount of $150,000 to allow for a succession plan to accommodate the transition of staff with some overlap and time to backfill existing positions with upcoming retirements in Community and Economic Development, Finance, and Police departments. Discussion followed with Mr. Ellis answering Council questions. Mayor Pro Tem Michele Blythe moved, and Councilmember Debora Nelson seconded the motion to approve the resolution and authorize the Mayor to sign it. The motion passed unanimously. Lodging Tax Advisory Committee Appointment Finance Director Kristin Garcia reviewed two position openings on the Lodging Tax Advisory committee for “individuals representing organizations that collect the tax.” Minutes of the City of Arlington City Council Meeting June 17, 2024 Page 3 of 3 These individuals represent hotels within the City of Arlington. Rachel Ralson, who is representing the Hotel Services Group (Best Western), was the only applicant. Staff recommends appointing Ms. Ralson to the committee as the committee will need to begin work in July for the 2025 grant awards. Staff will continue to look for an additional hotelier to serve on the committee. Councilmember Debora Nelson moved, and Councilmember Heather Logan seconded the motion to confirm the appointment of Rachel Ralson to the Lodging Tax Advisory committee. The motion passed unanimously. COMMENTS FROM COUNCILMEMBERS Councilmember Heather Logan shared that Snohomish County overdose death count has fallen and referred to the June 12, 2024, article in the Everett Herald. Councilmember Michele Blythe thanked Fire Chief John Cermak for giving her a tour of the firehouses and for taking time to answer her questions. Councilmember Yvonne Galardo also thanked Fire Chief John Cermak for his time in providing a tour of the firehouses. She also thanked those who helped make the Arlington High School Senior all-night party a safe place for the kids. Councilmember Debora Nelson thanked the staff for the Friday car show newsletter article. ADMINISTRATOR & STAFF REPORTS City Administrator Paul Ellis shared that he would follow up with the Airport staff who met with Reece Construction, and he will report back to the City Council with that information. MAYOR’S REPORT Mayor Vanney announced that he attended the last day of school celebration at Legion Park where 237 kids attended. He announced he will be attending the AWC Annual Conference this week. EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 6:26 p.m. _________________________________________ Don E. Vanney, Mayor DRAFT Page 1 of 4 Council Chambers 110 East 3rd Street Monday, June 24, 2024 Councilmembers Present: Heather Logan, Rob Toyer, Michele Blythe, Yvonne Gallardo-Van Ornam, Leisha Nobach, Jan Schuette, and Debora Nelson who joined with Zoom. Council Members Absent: none. Staff Present: Mayor Don Vanney, Paul Ellis, Kristin Garcia, Jim Kelly, Marty Wray, Marc Hayes, Chelsea Brewer, Rob Soule, Jonathan Ventura, City Attorney Steve Peiffle, and Wendy Van Der Meersche. Also Known to be Present: Kathy Vanney, Steve Maisch, Holly Sloan-Buchanan, John Branthoover, Scott Tomkins, John Cermak, Randy Nobach, Meg Tally, and Jennifer Hass. Mayor Don Vanney called the meeting to order at 6:00 pm, and the Pledge of Allegiance and roll call followed. APPROVAL OF THE AGENDA Mayor Pro Tem Michele Blythe moved to approve the agenda as presented. Councilmember Rob Toyer seconded the motion, which passed with a unanimous vote. INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS Meg Tally from Community Transit provided a PowerPoint presentation about the Microtransit Pilot program. WORKSHOP ITEMS – NO ACTION WAS TAKEN Low Bid Award for 3rd and 5th Street Parking Lot Public Works Director Jim Kelly reviewed a low bid award for the 3rd and 5th Street Parking Lot Project. The project involves the rehabilitation and creation of new parking spots at the City’s 3rd St parking lot and construction of a new parking lot within the 5th St Right of Way. Jointly, approximately 50 parking spots will be upgraded or created by these two parking lot projects. Work includes site grading, removal of existing asphalt, construction of onsite stormwater infiltration systems, installing conduit for future E-vehicle charging, paving, striping, sidewalk construction and ADA ramp improvements. The project was advertised for bid to contractors on the MRSC Small Works Roster. Three (3) bids were received, the certified low bidder is Diverse Earthworks. Staff is recommending award of the contract to the certified low bidder. Budget will need to be Minutes of the Arlington City Council Workshop Minutes of the City of Arlington City Council Workshop June 24, 2024 Page 2 of 4 amended and will be paid from the fund balance. Discussion followed with Mr. Kelly answering Council questions. Acceptance of Auto Theft Prevention Grant Police Chief Jonathan Ventura reviewed an Auto Theft Prevention Grant from the Washington Auto Theft Prevention Authority (WATPA) in the amount of $66,071.02 for the purchase of two (2) in-car camera systems. This purchase will be added to the current contract/subscription with AXON. Acceptance of this grant triggers the necessity for an end of year budget amendment. The City applied for an Auto Theft Prevention Grant from the Washington Auto Theft Prevention Authority for the purchase of two (2) AXON Brand ‘Fleet 3’ in-car camera systems which incorporates FLOCK Ai Automated License Plate Reader (ALPR) technology to enhance the police department’s deterrence and recovery of stolen vehicles. Discussion followed with Chief Ventura answering Council questions. Funding for Phase II of the Smokey Point Community Park Community and Economic Development Director Marc Hayes reviewed project cost estimates, available funding sources, requested authorization to commit available funds and requested authorization to begin bid processes for the construction of Phase II of the park. Phase I of the Smokey Point Community Park is well underway and with the available funds staff would like to begin the bid process now to ensure a seamless transition for Phase II of the park and complete the park this year, instead of opening the western portion this year and then coming back in 2025 to complete the eastern portion. Discussion followed with Mr. Hayes answering Council questions. Resolution to Waive Fly-In (SkyFest) Land Use Fees Airport Director Marty Wray reviewed a proposed resolution to waive Fly-In (SkyFest) land use fees. Each year, the airport is required to bring to the City Council a resolution to waive land use fees for the annual Fly-In (SkyFest). In 2016, the City Council voted to approve waiving fees for the Arlington Fly-In with FAA approval. The FAA did agree that this use was consistent with the grant assurances for the airport. Discussion followed with Mr. Wray answering Council questions. Perimeter Fencing Improvements Project Airport Director Marty Wray reviewed the Perimeter Fencing Improvements Project with Bid Award (Construction Contract), Construction Administration Professional Services Agreement, and Grant Acceptance. The Perimeter Fencing Improvements Project was approved as part of the airport’s biennial budget, and involves design (previously approved), construction, and construction administration services. Dallum Build Company came in as the lowest bidder for construction at $345,803.34. Staff is requesting that City Council authorize the Mayor to sign the contract with Dallum Build Company in the amount of $345,803.34. Discussion followed with Mr. Wray answering Council questions. Minutes of the City of Arlington City Council Workshop June 24, 2024 Page 3 of 4 Staff is requesting that City Council authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $99,560.00 (current contracted on-call engineer for the City of Arlington Airport) for project construction administration services. Staff is requesting the City Council authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer subject to grant award for the Perimeter Fencing Improvements Project. The existing three-wire perimeter fence does not provide a secure airport perimeter and will be replaced with standard 8-foot chain-link fence with 3-strand barbed wire. The proposed fencing improvements will also reduce potential wildlife hazards on airport property per FAA-approved Wildlife Hazard Management Plan. The perimeter fence is critical for compliance with 14 CFR 139.335 Public Protection and 139.337 Wildlife Hazard Management. City Council approved the design of this project at their April 1, 2024 meeting in the amount not to exceed $62,634.00. Discussion followed with Mr. Wray answering Council questions. Taxiway Alpha Improvements Project Airport Director Marty Wray reviewed the Taxiway Alpha Improvements Project with Bid Award (Construction Contract), Construction Administration Professional Services Agreement, and Grant Acceptance. The Taxiway Alpha Improvements Project was approved as part of the airport’s bi-annual budget, and involves design (previously approved), construction, and construction administration services. SRV Construction came in as the lowest bidder for construction at $5,876,497.01. Staff is requesting that City Council authorize the Mayor to sign the contract with SRV Construction in the amount of $5,876,497.01. Staff is requesting that City Council authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $430,000.00 (current contracted on-call engineer for the City of Arlington Airport) for project construction administration services. Airport staff is required by the FAA to complete an Independent Fee Estimate (IFE) for DOWL’s construction administration scope and fee, which is currently being completed. Therefore, staff is requesting that the City Council approve an amount higher than DOWL’s estimate of $388,514.00. Staff is requesting that the City Council authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer subject to grant award for the Taxiway Alpha Improvements Project. The total project cost was higher than what was budgeted and will be amended in the fall. The original estimate did not include the aircraft holding bay that was added late in design based on airport user feedback. DOWL was able to incorporate into their existing design budget, but there were additional costs for construction and construction administration above original estimates. Minutes of the City of Arlington City Council Workshop June 24, 2024 Page 4 of 4 Per the WSDOT IDEA 2018 Pavement Management Program update, Taxiway Alpha has a projected PCI of 77 in 2024. A mill and overlay of Taxiway Alpha is necessary to extend the pavement life and to improve safety by bringing connector taxiway configurations into compliance with FAA design standards. City Council approved the design of this project at their April 1, 2024 meeting in the amount not to exceed $290,788.00. Discussion followed with Mr. Wray answering Council questions. May 2024 Financial Report Finance Director Kristin Garcia reviewed the May 2024 financial report. Discussion followed with Ms. Garcia answering Council questions. ADMINISTRATOR AND STAFF REPORTS None. MAYOR’S REPORT Mayor Vanney provided a recap of the AWC Annual Conference in Vancouver, Washington,/; that he attended last week. COMMENTS FROM COUNCILMEMBERS None. COUNCILMEMBER REPORTS Councilmembers had nothing to report this evening. PUBLIC COMMENT Steve Maisch, Arlington, provided comments. John Branthoover, Arlington, provided comments. Scott Tomkins, Arlington, provided comments. REVIEW OF CONSENT AGENDA ITEMS FOR NEXT MEETING Councilmembers discussed and agreed to put the following items on the consent agenda for the July 1, 2024 Council meeting. 1. Low Bid Award for 3rd and 5th Street Parking Lot 2. Acceptance of Auto Theft Prevention Grant EXECUTIVE SESSION ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:27 p.m. _________________________________________ Don E. Vanney, Mayor City of Arlington Council Agenda Bill CA #2 Attachment July 1, 2024 Accounts Payable Claims Approval Claims Approval Finance; Kristin Garcia, Director 360-403-3431 EXPENDITURES REQUESTED: 0 BUDGET CATEGORY: N/A BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: ALTERNATIVES: City of Arlington July 1st, 2024 Council Meeting Claims Certification: We, the undersigned City Council of the City of Arlington, Washington do hereby certify that the merchandise or services hereinafter specified have been received and that: Approval of EFT Payments and Claims Checks #111000 through #111131 dated June 4th, 2024 through June 17th, 2024 for a total of $1,365,299.52 City of Arlington Council Agenda Bill CA #3 Attachment July 1, 2024 Low Bid award for 3rd and 5th Street Parking Lot Project Certified Bid Tab 3rd and 5th Street Parking Lots Public Works; Jim Kelly, Director EXPENDITURES REQUESTED: $299,273.72 BUDGET CATEGORY: Streets Fund (Motor Vehicle Fuel Tax) BUDGETED AMOUNT: $80,000 LEGAL REVIEW: DESCRIPTION: Award of low bid for the 3rd and 5th Street Parking Lot Project. The project involves the rehabilitation and creation of new parking spots at the City’s 3rd St parking lot and construction of a new parking lot within the 5th St Right of Way. Jointly, approximately 50 parking spots will be upgraded or created by these two parking lot projects. Work includes site grading, removal of existing asphalt, construction of onsite stormwater infiltration systems, installing conduit for future E-vehicle charging, paving, striping, sidewalk construction and ADA ramp improvements. The project was advertised for bid to contractors on the MRSC Small Works Roster. Three (3) bids were received, the certified low bidder is Diverse Earthworks. Staff is recommending award of the contract to the certified low bidder. Budget will need to be amended and will be paid from the fund balance. ALTERNATIVES: I move to award the 3rd and 5th Street Parking Lots Project to Diverse Earthworks in the amount of $299,273.72, and authorize the Mayor to sign the construction contract, subject to final review by the City Attorney. Item Qty. Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price WSDOT Standard Item No. WSDOT Spec Ref Sect. 101 1‐09.7 1 LS $11,400.00 11,400.00$ $11,700.00 $11,700.00 $10,000.00 $10,000.00 $10,845.00 $10,845.00 102 8‐01.5 1 Each $85.00 85.00$ $45.00 $45.00 $100.00 $100.00 $85.00 $85.00 103 5‐04.5 130 LF $3.00 390.00$ $4.50 $585.00 $9.00 $1,170.00 $13.00 $1,690.00 104 2‐02.5 1500 SY $20.00 30,000.00$ $9.25 $13,875.00 $5.40 $8,100.00 $4.50 $6,750.00 105 100 TON $30.00 3,000.00$ $93.42 $9,342.00 $75.00 $7,500.00 $52.50 $5,250.00 106 5‐04.5 200 TON $100.00 20,000.00$ $155.40 $31,080.00 $148.00 $29,600.00 $149.00 $29,800.00 107 4‐04 100 TON $35.00 3,500.00$ $55.00 $5,500.00 $119.00 $11,900.00 $90.00 $9,000.00 108 1‐10.5 1 LS $1,500.00 1,500.00$ $1,200.00 $1,200.00 $1,700.00 $1,700.00 $6,900.00 $6,900.00 109 1 LS $36,250.00 36,250.00$ $52,077.00 $52,077.00 $65,000.00 $65,000.00 $64,060.00 $64,060.00 110 7‐04 170 LF $40.00 6,800.00$ $36.21 $6,155.70 $55.00 $9,350.00 $52.00 $8,840.00 111 7‐05 4 EACH $775.00 3,100.00$ $2,100.00 $8,400.00 $1,800.00 $7,200.00 $1,513.00 $6,052.00 112 1 LS $10,000.00 10,000.00$ $3,100.00 $3,100.00 $3,300.00 $3,300.00 $3,400.00 $3,400.00 113 8‐22 700 LF $1.00 700.00$ $1.58 $1,106.00 $2.00 $1,400.00 $2.50 $1,750.00 114 8‐22 1 LS $1,200.00 1,200.00$ $1,250.00 $1,250.00 $800.00 $800.00 $365.00 $365.00 115 8‐14 460 LF $40.00 18,400.00$ $20.96 $9,641.60 $29.00 $13,340.00 $37.25 $17,135.00 116 1‐09.6 1 EST. $2,500.00 2,500.00$ $500.00 $500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 117 1‐07 1 LS $250.00 250.00$ $500.00 $500.00 $200.00 $200.00 $690.00 $690.00 118 1‐07 1 LS $500.00 500.00$ $4,000.00 $4,000.00 $2,000.00 $2,000.00 $1,890.00 $1,890.00 149,575.00$ $160,057.30 $175,160.00 $177,002.00 13,910.48$ $14,885.33 $16,289.88 $16,461.19 163,485.48$ $174,942.63 $191,449.88 $193,463.19 TRAFFIC PROJECT TEMPORARY TRAFFIC CONTROL DRAINAGE REMOVING ASPHLAT CONC. PAVEMENT & DISP. GRADING & SOIL REMOVAL DISPOSAL PAVEMENT Engineer's Estimate Diverse Earthworks PREPARATION CRUSHED ROCK FOR BACKFILL AND SUBGRADE Total Bid Amount Sales Tax 9.3% Total HMA CL.1/2 IN.PG64‐22 SPCC PLAN CLEANUP / PROPERTY RESTORATION PARKING STALL STRIPING MISC. MARKING (INCL., HANDICAP, CROSSWALK, STOP BAR) EXTRUDED CURB (INCL. GRADE CONTROL CURB) OTHER UNFORESEEN CONDITIONS FORCE ACCOUNT INFILTRATION TRENCH (INCL.PIPE, FITTINGS, & GRAVEL) STORM LINE 8‐IN. DIAMETER CATCH BASIN FRAME AND GRATE TYPE 1 SIDEWALK & MARKINGS, MISC. ELECTRICAL JUNCTION BOXES & CONUIT PNW Civil Reece Construction 3rd Street Parking Lot Bid Schedule A Bid Opening: 06/11/2024 @ 2:00pm Description MOBILIZATION / DEMOBILIZATION (8%) INLET PROTECTION SAW CUT EXISTING PAVEMENT Item Qty. Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price WSDOT Standard Item No. WSDOT Spec Ref Sect. 101 1‐09.7 1 LS $7,600.00 7,600.00$ $8,800.00 $8,800.00 $7,500.00 $7,500.00 $12,900.00 $12,900.00 102 8‐01.5 1 Each $85.00 85.00$ $45.00 $45.00 $100.00 $100.00 $87.00 $87.00 103 5‐04.5 90 LF $3.00 270.00$ $4.50 $405.00 $9.00 $810.00 $12.75 $1,147.50 104 50 TON $30.00 1,500.00$ $95.00 $4,750.00 $86.00 $4,300.00 $53.00 $2,650.00 105 1‐10.5 1 LS $1,500.00 $1,500.00 $5,000.00 $5,000.00 $1,700.00 $1,700.00 $6,905.00 $6,905.00 106 4‐04 80 TON $35.00 2,800.00$ $57.00 $4,560.00 $99.00 $7,920.00 $92.75 $7,420.00 107 100 TON $30.00 3,000.00$ $70.00 $7,000.00 $29.00 $2,900.00 $52.50 $5,250.00 108 5‐04.5 100 TON $100.00 10,000.00$ $155.40 $15,540.00 $148.00 $14,800.00 $170.25 $17,025.00 109 8‐14 4 EACH $3,000.00 12,000.00$ $3,000.00 $12,000.00 $3,100.00 $12,400.00 $3,097.00 $12,388.00 110 8‐14 18 SY $100.00 1,800.00$ $65.00 $1,170.00 $173.00 $3,114.00 $127.00 $2,286.00 111 8‐14 60 LF $50.00 3,000.00$ $71.00 $4,260.00 $77.00 $4,620.00 $52.00 $3,120.00 112 8‐22 300 LF $1.00 300.00$ $1.58 $474.00 $2.00 $600.00 $2.50 $750.00 113 8‐22 1 LS $1,200.00 1,200.00$ $1,000.00 $1,000.00 $1,200.00 $1,200.00 $1,720.00 $1,720.00 114 8‐14 100 LF $40.00 4,000.00$ $35.00 $3,500.00 $37.00 $3,700.00 $60.25 $6,025.00 115 1‐09.6 1 EST. $2,500.00 2,500.00$ $2,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 116 1‐07 1 LS $250.00 250.00$ $500.00 $500.00 $200.00 $200.00 $690.00 $690.00 117 1‐07 1 LS $500.00 500.00$ $3,500.00 $3,500.00 $3,000.00 $3,000.00 $1,860.00 $1,860.00 52,305.00$ $75,004.00 $71,364.00 $84,723.50 N/A N/A N/A N/A 52,305.00$ $75,004.00 $71,364.00 $84,723.50 118 1 LS $30,000.00 30,000.00$ $34,544.00 $34,544.00 $32,130.00 $32,130.00 $30,112.00 $30,112.00 119 7‐05 2 EACH $775.00 1,550.00$ $2,100.00 $4,200.00 $1,900.00 $3,800.00 $1,860.00 $3,720.00 120 1 LS $10,000.00 10,000.00$ $6,386.00 $6,386.00 $7,200.00 $7,200.00 $6,750.00 $6,750.00 41,550.00$ $45,130.00 $43,130.00 $40,582.00 930.00$ 4,197.09$ $4,011.09 $3,774.13 42,480.00$ $49,327.09 $47,141.09 $44,356.13 94,785.00$ $124,331.09 $118,505.09 $129,079.63 163,485.48$ $174,942.63 $191,449.88 $193,463.19 $258,270.48 $299,273.72 $309,954.97 $322,542.81Project Total (A+B) TRAFFIC PROJECT TEMPORARY TRAFFIC CONTROL PAVEMENT GRADING & SOIL REMOVAL DISPOSAL Total Schedule A DRAINAGE Diverse Earthworks Subtotal OTHER UNFORESEEN CONDITIONS FORCE ACCOUNT EXTRUDED CURB (INCL. GRADE CONTROL CURB) MISC.MARKING (INCL. HANDICAP, CROSSWALK & STOP BAR) PNW Civil Reece ConstructionEngineer's Estimate PREPARATION SIDEWALK & MARKINGS, MISC. PARALLEL CEMENT CONC. CURB RAMP CEMENT CONCRETE SIDEWALK CEMENT CONC. CURB & GUTTER PARKING STALL STRIPING CRUSHED ROCK FOR SUBGRADE 5TH AVE ROW SOIL REMOVAL 5TH AVE HMACL. 1/2 IN. PG64‐22 5TH AVE ROW Sales Tax 9.3% INFILTRATION TRENCH (INCL. PIPE, FITTINGS, & GRAVEL) CATCH BASIN FRAME AND GRATE TYPE 1 ELECTRICAL JUNCTION BOXES & CONDUIT OTHER SPCC PLAN CLEANUP / PROPERTY RESTORATION Total Schedule B Taxed Total 5th Street Parking Lot Bid Schedule B Bid Opening: 06/11/2024 @ 2:00pm Description MOBILIZATION / DEMOBILIZATION (8%) INLET PROTECTION SAW CUT EXISTING PAVEMENT Subtotal Sales Tax 9.3% Total City of Arlington Council Agenda Bill CA #4 Attachment July 1, 2024 Acceptance of Auto Theft Prevention Grant from the Washington Auto Theft Prevention Authority Grant Award Letter Police; Jonathan Ventura, Chief EXPENDITURES REQUESTED: $66,071.02 BUDGET CATEGORY: Equipment BUDGET AMMOUNT: LEGAL REVIEW: DESCRIPTION: Theft Prevention Authority (WATPA) in the amount of $66,071.02 for the purchase of two (2) in-car Acceptance of this grant triggers the necessity for an end of year budget amendment. The City applied for an Auto Theft Prevention Grant from the Washington Auto Theft Prevention Authority for the purchase of two (2) AXON Brand ‘Fleet 3’ in-car camera systems which incorporates FLOCK Ai Automated License Plate Reader (ALPR) technology to enhance the police department’s deterrence and recovery of stolen vehicles. ALTERNATIVES: Reject the grant and return the funding to the WATPA. I move to accept the grant in the amount of $66,071.02 from the Washington Auto Theft Prevention Authority and authorize the Mayor to sign it, pending final review by the City Attorney. WWAASSHHIINNGGTTOONN AAUUTTOO TTHHEEFFTT PPRREEVVEENNTTIIOONN AAUUTTHHOORRIITTYY WASHINGTON ASSOCIATION OF SHERIFFS AND POLICE CHIEFS Washington Auto Theft Prevention Authority “preventing and reducing motor vehicle thefts in the State of May 28, 2024 Arlington Police Department 110 E 3RD ST Arlington, WA 98223 I am pleased to inform you that Washington Auto Theft Prevention Authority (WATPA) Board of Directors has approved the Arlington Police Department grant application for funding of Equipment & Technology. The award is in the amount of $66,071.02. The grant award is effective June 1, 2024 and expires on June 30, 2025. This award is a one-time event and does not imply or promise availability of funds for replacement or continuation of funding after June 30, 2025. Enclosed is an award agreement. This agreement is to be signed and returned to WATPA. No funds will be reimbursed until the signed agreement is received. Expenditures prior to the award effective date or after the grant expiration date are not authorized and will not be reimbursed. All grant awards are subject to Grant Policies and Procedures of the Washington Auto Theft Prevention Authority. Costs will be paid on a reimbursement basis. Your agency will be reimbursed for actual expenses only up to the limit of the award categories. All grantees must sign the attached non-supplanting agreement before reimbursement can begin. Also, please note that reimbursement requests by grant recipients will only be processed upon receipt of current semi-annual reports by the WATPA office. The semi-annual report form is available on the WATPA website, www.WaAutoTheftPreventionAuthority.org If you have any questions, please contact me at Phone: 253-677-8576 E-mail: bjeter@waspc.org Sincerely, Bryan Jeter, Executive Director Washington Auto Theft Prevention Authority City of Arlington Council Agenda Bill NB #1 Attachment July 1, 2024 Permit Fee Waiver for City Project Permit Fee Waiver Request Form Police; Jonathan Ventura, Chief EXPENDITURES REQUESTED: None BUDGET CATEGORY: BUDGET AMMOUNT: LEGAL REVIEW: DESCRIPTION: The City Council may waive fees for non-profits and government agencies. Staff is requesting that the fees be waived. Permit fees are typically waived for City projects. ALTERNATIVES: Remand to staff for additional information. I move to approve waiving permit fees for the Flock ALPR cameras project. PERMIT FEE WAIVER REQUEST Community & Economic Development City of Arlington • 18204 59th Ave NE • Arlington, WA 98223 • Phone (360) 403-3551 REV5.2021 Page 1 of 1 PER THE CURRENT FEE RESOLUTION Section 1. Fees and Charges—General. 1.1 Fees. Fees are intended to cover the normal, recurring costs associated with providing a given service. Fees are non-refundable. 1.2 Prices. In some instances, the City provides certain goods and merchandise for sale. Prices for these goods may be included in this resolution. 1.3 Payment Due. Fees are due at the time the action is requested (e.g., at time of application) or occurs (e.g., prior to a specific action). An applicant may pay all fees of a multi-phased project in advance; however, doing so does not vest applicable fees due. Fees due are those in effect at the time the specific action or phase of an action is requested or occurs. 1.4 Waivers. Upon petition by the applicant, the City Council may waive any of the fees, or portions thereof, for any non-profit organization or government agency. NOTE: State Surcharge Fees cannot be waived. Permit Number: Total Amount: $ Staff Requesting Fee Waiver: Staff Department: Staff Email: Staff Phone #: Reason for Waiver: Council Workshop Date: Council Approval Date: Signatory Authority: Print Name: CED STAFF USE ONLY FEE BREAKDOWN Plan Review Fee(s) $ Permit Fee(s) $ Processing Technology Fee $ State Surcharge Fee $ Other: $ Other: $ ACCEPTED BY DATE STAMP City of Arlington Council Agenda Bill NB #2 Attachment COUNCIL MEETING DATE: July 1, 2024 Permit Fee Waiver Request for City Project Permit Fee Waiver Request IT; Bryan Terry, Director 360-403-4610 EXPENDITURES REQUESTED: $1,125.00 BUDGET CATEGORY: General Fund BUDGETED AMOUNT: N/A LEGAL REVIEW: DESCRIPTION: Historically, Council has waived fees for city construction permits. IT is requesting that the right of way permit fee be waived. ALTERNATIVES: Remand to staff for additional information. PERMIT FEE WAIVER REQUEST Community & Economic Development City of Arlington • 18204 59th Ave NE • Arlington, WA 98223 • Phone (360) 403-3551 REV5.2021 Page 1 of 1 PER THE CURRENT FEE RESOLUTION Section 1. Fees and Charges—General. 1.1 Fees. Fees are intended to cover the normal, recurring costs associated with providing a given service. Fees are non-refundable. 1.2 Prices. In some instances, the City provides certain goods and merchandise for sale. Prices for these goods may be included in this resolution. 1.3 Payment Due. Fees are due at the time the action is requested (e.g., at time of application) or occurs (e.g., prior to a specific action). An applicant may pay all fees of a multi-phased project in advance; however, doing so does not vest applicable fees due. Fees due are those in effect at the time the specific action or phase of an action is requested or occurs. 1.4 Waivers. Upon petition by the applicant, the City Council may waive any of the fees, or portions thereof, for any non-profit organization or government agency. NOTE: State Surcharge Fees cannot be waived. Permit Number: Total Amount: $ Staff Requesting Fee Waiver: Staff Department: Staff Email: Staff Phone #: Reason for Waiver: Council Workshop Date: Council Approval Date: Signatory Authority: Print Name: CED STAFF USE ONLY FEE BREAKDOWN Plan Review Fee(s) $ Permit Fee(s) $ Processing Technology Fee $ State Surcharge Fee $ Other: $ Other: $ ACCEPTED BY DATE STAMP 3769 1,125.00 BRYAN TERRY IT BTERRY@ARLINGTONWA.GOV 360-403-4610 CITY PROJECT TO INSTALL FIBER FOR CITY BUILDINGS 07/01/2024 1,100.00 25.00 City of Arlington Council Agenda Bill NB #3 Attachment July 1, 2024 Request to waive permitting fees for the Smokey Point Community Park project. Permit Fee Waiver RequestDEPARTMENT OF ORIGIN Community and Economic Development; Marc Hayes, Director EXPENDITURES REQUESTED: BUDGET CATEGORY: BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: power related to the Smokey Point Community Park project. Historically, permit fees have been waived for City projects. Staff is requesting that council grant consideration to waive right-of-way permitting fees related to the Smokey Point Community Park project. The fees being considered are in the amount of $ 1,125.00. ALTERNATIVES: Remand to staff for additional information. fees. PERMIT FEE WAIVER REQUEST Community & Economic Development City of Arlington • 18204 59th Ave NE • Arlington, WA 98223 • Phone (360) 403-3551 REV5.2021 Page 1 of 1 PER THE CURRENT FEE RESOLUTION Section 1. Fees and Charges—General. 1.1 Fees. Fees are intended to cover the normal, recurring costs associated with providing a given service. Fees are non-refundable. 1.2 Prices. In some instances, the City provides certain goods and merchandise for sale. Prices for these goods may be included in this resolution. 1.3 Payment Due. Fees are due at the time the action is requested (e.g., at time of application) or occurs (e.g., prior to a specific action). An applicant may pay all fees of a multi-phased project in advance; however, doing so does not vest applicable fees due. Fees due are those in effect at the time the specific action or phase of an action is requested or occurs. 1.4 Waivers. Upon petition by the applicant, the City Council may waive any of the fees, or portions thereof, for any non-profit organization or government agency. NOTE: State Surcharge Fees cannot be waived. Permit Number: Total Amount: $ Staff Requesting Fee Waiver: Staff Department: Staff Email: Staff Phone #: Reason for Waiver: Council Workshop Date: Council Approval Date: Signatory Authority: Print Name: CED STAFF USE ONLY FEE BREAKDOWN Plan Review Fee(s) $ Permit Fee(s) $ Processing Technology Fee $ State Surcharge Fee $ Other: $ Other: $ ACCEPTED BY DATE STAMP City of Arlington Council Agenda Bill NB #4 Attachment July 1, 2024 Smokey Point Community Park – Phase II Funding Funding and Expense Summary Community and Economic Development; Marc Hayes, Director 360-403-3457 EXPENDITURES REQUESTED: $2,406,984.00 BUDGET CATEGORY: 311.594.76.63.27 BUDGETED AMOUNT: 0 LEGAL REVIEW: DESCRIPTION: available funds and authorization to begin bid processes for the construction of Phase II of the park. Phase I of the SPCP is well underway and with these available funds we would like to begin the bid process now so that we can ensure a seamless transition for Phase II of the park and complete the park this year, instead of opening the western portion this year and then coming back in 2025 to complete the eastern portion. ALTERNATIVES: Remand to staff for additional information. Park project, and allow staff, and their consultant, to move forward with the bid process in order to complete construction of the park. Tree Mitigation 254,757.00$ Renewable fund Park Mitigation 309,026.03$ Carry over from Phase I Park Mitigation 446,207.98$ Additional needed will leave 1.1M balance Transportation 180,000.00$ Projected from TBD LEED 283,649.08$ Renewable fund REET 1 647,000.00$ Brings fund balance to less than 1M ARPA Food Truck 271,962.00$ Amount remaining ** updated 6/26 Total Funding 2,392,602.09$ Rock Project Management - Soft Costs 184,032.39$ **Based upon Phase II Cost Estimate from RPM dated 6/25/24 Direct Construction Costs 2,042,951.62$ **Also includes sales tax, bonds, contigency @8% based upon Cost Estimate from RPM dated 6/19/24. RPM to confirm this number Total Expenses 2,226,984.01$ Difference between Total Funding and 165,618.08$ Smokey Point Community Park Funding & Expense Phase II Total Funding Allocated for Phase II Total Expenses for Phase II Category of Work Amount Category of Work Amount Civil 635,564.00$ Civil 163,937.00$ Site Improvements 278,700.00$ Site Improvements 50,600.00$ Site Structures 762,920.00$ Site Structures 272,102.00$ Chain Link Fences and Gates 22,000.00$ Curbs and Walks 83,560.00$ Curbs and Walks 355,373.20$ Synthetic Turf Play Mound 60,460.00$ Irrigation 89,750.00$ Soft Surface Play Areas 708,850.00$ Planting and Seeding 201,632.50$ Chain Link Fences and Gates 22,500.00$ Site Lighting & Electrical 243,239.27$ Irrigation 24,000.00$ Site Structures - Additional 115,000.00$ Planting and Seeding 107,206.00$ Subtotal Direct Construction Costs:2,704,178.97$ Local Access Road (East)80,121.00$ Contractor's GCs/Fee/Insur/Bond @ 10%270,417.90$ Subtotal Direct Construction Costs:1,573,336.00$ Owner-furnished Prefab Restroom Incl above Contractor's GCs/Fee/Insur/Bond @ 10%157,333.60$ Contingency @ 5%148,729.84$ Escalation (N/A if Award Prior to End Q2 Bid)-$ WSST @ 9.3%290,469.38$ Contingency @ 8% (increase from 5%)138,453.57$ Total Construction Costs:3,413,796.09$ WSST @ 9.3%173,828.45$ Total Construction Costs:2,042,951.62$ Other Project Costs - Non-Constr. Bid Items:Amount PM/CM and Design Services 818,680.00$ Other Project Costs - Non-Construct. Bid Items:Amount Add Structural Design Team Member Incl. above CM, CA-Design Services 150,682.39$ Permit Fees excl.Printing Costs, Expenses 5,600.00$ Printing Costs, Reimbursable Expenses 1,600.00$ Testing and Inspections, Geotech Inspection 27,750.00$ Total "Soft" Costs:184,032.39$ Total "Soft" Costs:827,005.00$ TOTAL PHASE ONE AND TWO PROJECTED:6,467,785.11$ Propery Acquisition Cost 961,625.00$ purchased in December 2022 Smokey Point Community Park - Estimate Summary Sheet West Phase - Phase One East Phase - Phase Two - Updated for Spring/Summer Start City of Arlington Council Agenda Bill NB #5 Attachment July 1, 2024 Snohomish County PUD Easement Request Easement Community and Economic Development; Marc Hayes, Director EXPENDITURES REQUESTED: 0 BUDGET CATEGORY: 0 BUDGETED AMOUNT: 0 LEGAL REVIEW: DESCRIPTION: to place a new underground electrical service and transformer to provide electrical power for the entire park site. This new electrical service will be placed within Public Right of Way, across 178th St. The PUD requests, from time to time, easement for the placement of electrical infrastructure associated with their distribution and transmission systems. This electrical service was requested by the city in order to provide power for the park. ALTERNATIVES: Remand to staff for additional information. and authorize the Mayor to sign the easement.” AFTER RECORDING, PLEASE RETURN TO: Public Utility District No. 1 of Snohomish County Attn: H Waxham M/S O1 Real Estate Services P.O. Box 1107 Everett, WA 98206-1107 E- WO#100125873 N#10000200410 ________________________________________________________________________ DISTRIBUTION EASEMENT Grantor (“Owner”): City of Arlington, a Washington municipal corporation Grantee: Public Utility District No. 1 of Snohomish County Short Legal Description: Ptn. NW ¼ SW ¼ S 21, T 35 N, R 05E, W.M. Tax Parcel Nos: 31052100302300 THIS DISTRIBUTION EASEMENT (“Easement”) is made this day of 202__, by and between City of Arlington, a Washington municipal corporation (“Owner”), and Public Utility District No. 1 of Snohomish County, a Washington State municipal corporation (“District”). The Owner, and District are sometimes referred to individually herein as “Party” and collectively as “Parties”. The District is referred to as “Grantee”. WHEREAS, Owner is the owner of certain lands and premises situated in the County of Snohomish, State of Washington, legally described as follows (hereinafter “Property”): Lot 1, Snohomish County Short Plat No. 229(10-74), recorded under Recording No. 2363994, records of Snohomish County, Washington. Situate in the County of Snohomish , State of Washington WHEREAS, the Grantee is desirous of acquiring certain rights and privileges across, over, under, upon and through the Property. NOW, THEREFORE, the Parties agree as follows: 1. Distribution Easement. Owner, for good and valuable consideration, receipt of which is hereby acknowledged, hereby conveys and grants to Grantee, its agents, contractors, successors and assigns, a non-exclusive easement for the perpetual right, privilege, and authority to patrol, construct, erect, reconstruct, alter, improve, extend, repair, operate, and maintain overhead and/or underground electric distribution lines and facilities, Grantee-owned communication wires and cables, and other necessary or convenient appurtenances, across, over, under, through and upon the following portion of Owner’s Property (hereinafter “Easement Area”): That portion of the above-described property being a strip of land ten feet (10’) in width having five feet (5’) of such width on each side of the centerline of the electrical facilities as constructed, to be constructed, extended or relocated within the above described real property. The exterior boundaries of said easement being widened accordingly to provide Grantee 8 feet of easement area adjoining all sides of Grantee’s ground mounted transformers, switch cabinets, and/or vaults. 2. Access To and Across Property. Grantee has the right of ingress to and egress from the Easement Area across the adjacent Property of Owner where same is reasonably necessary for the purpose of exercising its easement rights described in Section 1. 3. Owner’s Reservation of Rights and Use of Easement Area. Owner reserves the right to use the Easement Area in a manner that does not interfere with the Grantee’s use of the Easement Area, and/or present a hazard to Grantee’s electric distribution lines and facilities, communication wires and cables, and other appurtenances. The Owner shall not construct or permit to be constructed any structures of any kind in the Easement Area without prior approval of the Grantee. 4. Clearing of Power Line Right of Way. Grantee has the right at all times to clear said Easement Area and keep the same clear of all brush, debris and trees. 5. Trimming or Removal of Hazardous/Danger Trees. Grantee has the right at all times to cut, slash, or trim and remove brush, timber or trees from the Property which in the opinion of Grantee constitute a hazard to said lines and facilities, communication wires and cables, and other appurtenances or the Grantee's access thereto. Trees, brush or other growth shall be deemed hazardous to the lines or facilities or access of the Grantee when they are of such a height that they could, upon falling, strike the nearest edge of the Easement Area at a height of more than fifteen feet (15’). Except in emergencies, Grantee shall, prior to the exercise of such right, identify such trees and make a reasonable effort to give Owner prior notice that such trees will be trimmed or removed. 6. Title to Removed Trees, Vegetation and Structures. The title to all brush, debris, trees and structures removed from the Easement Area and the Property pursuant to Sections 4 and 5 shall be vested in the Grantee, and the consideration paid for this Easement and rights herein described is accepted by Owner as full compensation for said removed brush, debris, trees and structures. Owner shall be entitled to request fallen timber be set aside for Owner’s personal use. Grantee shall make reasonable effort to set aside said fallen timber provided doing the same is safe in Grantee’s sole opinion. Title to any fallen timber set aside in this manner shall revert to the Owner. 7. Restoration Provision. To the extent that Owner’s Property is disturbed and/or damaged by Grantee’s exercise of its rights hereunder, Grantee shall restore the condition of the Property as nearly as reasonably possible to its existing condition prior to said exercise of its rights. 8. Title to Property. The Owner represents and warrants having the lawful right and power to sell and convey this Easement to Grantee. 9. Binding Effect. This Easement and the rights and obligations under this Easement are intended to and shall run with the Property and shall benefit and bind the Parties and their respective heirs, successors and assigns. 10. Governing Law and Venue. This Easement shall be governed by and construed in accordance with the laws of the State of Washington. The venue for any action to enforce or interpret this Easement shall lie in the Superior Court of Washington for Snohomish County, Washington. 11. Authority. Each party signing this Easement, if on behalf of an entity, represents that they have full authority to sign this Easement on behalf of such entity. 12. Grantee Acceptance. By recording this Easement, Grantee hereby accepts all provisions set forth under this agreement. IN WITNESS WHEREOF, this instrument has been executed the day and year first above written OWNER(S): City of Arlington, a Washington municipal corporation By: __________________________________________________________ Its: __________________________________________________________ (REPRESENTATIVE ACKNOWLEDGMENT) State of ________ County of I certify that I know or have satisfactory evidence that ____________ signed this instrument, on oath stated that (he/she/they) (was/were) authorized to execute the instrument and acknowledged it as the __________________ of City of Arlington, a Washington municipal corporation to be the free and voluntary act for the uses and purposes mentioned in the instrument. Dated: Signature of (Seal or Stamp) Notary Public Title Notary Public My appointment expires City of Arlington Council Agenda Bill Item: NB #6 Attachment J COUNCIL MEETING DATE: July 1, 2024 Resolution to Waive Fly-In (SkyFest) Land Use Fees Resolution Airport; Marty Wray, Director 360-403-3477 EXPENDITURES REQUESTED: Yes BUDGET CATEGORY: Professional Services BUDGETED AMOUNT: LEGAL REVIEW: annual Fly-In (SkyFest). FAA did agree that this use was consistent with the grant assurances for the airport. Remand to staff for additional information. sign the resolution. RESOLUTION 2024-XXX 1 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY OF ARLINGTON ADOPTING FINDINGS REGARDING THE WAIVER OF FEES FOR THE 2024 ARLINGTON SKYFEST EVENT WHEREAS, the City of Arlington adopted Ordinance No. 2016-011 on June 20, 2016, creating a mutual benefit agreement process for certain events to be held at the Arlington Municipal Airport; and WHEREAS, the City Council wishes to adopt required findings in support of the waiver of fees; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON, WASHINGTON AS FOLLOWS: 1. The Arlington City Council makes the following written findings relating to the 2024 SkyFest event, as required by AMC 14.08.065: (a) The 2024 Arlington SkyFest Event enhances public acceptance of the airport in the community in the immediate area of the airport; (b) The subject property will be put to a desired public recreational or other community use by the community in the immediate area of the airport during the 2024 Arlington SkyFest event; (c) The desired community use and the community goodwill that would be generated by 2024 Arlington SkyFest Event serves the business interest of the airport in ways that can be articulated and demonstrated; (d) The 2024 Arlington SkyFest Event does not adversely affect the capacity, security, safety, or operations of the airport; (e) At the time the 2024 Arlington SkyFest Event is contemplated, the subject property would not reasonably be expected to produce more than de minimis revenue; (f) The 2024 Arlington SkyFest does not preclude reuse of the subject property for airport purposes; (g) Airport revenue does not support the capital or operating costs associated with the 2024 Arlington SkyFest Event; (h) The 2024 Arlington SkyFest Event is not to a for-profit organization or for the benefit of private individuals; (i) The permit, license or contract for the 2024 Arlington SkyFest Event complies with RCW 14.08.120(5); (j) The permit, license or other contract for the 2024 Arlington SkyFest Event does not exceed five (5) years; RESOLUTION 2024-XXX 2 (k) The permit, license or other contract for the 2024 Arlington SkyFest Event does not exceed one year; (l) The proposed 2024 Arlington SkyFest Event use agreement and proposed waive of fees has been provided to the FAA for the opportunity to review and comment; (m) If the proposed use is within the airport operations area, it may only be used for an approved aeronautical use; and (n) The proposed permit, license or agreement complies with the city’s federal grant assurance obligations. 2. The Arlington City Council hereby waives the land use fees customarily charged for events pertaining to the 2024 SkyFest. ADOPTED by the City Council and APPROVED by the Mayor this 1st day of July, 2024. CITY OF ARLINGTON _______________________________ Don E. Vanney, Mayor ATTEST: _______________________________ Wendy Van Meersche, City Clerk APPROVED AS TO FORM: ________________________________ Steven J. Peiffle, City Attorney City of Arlington Council Agenda Bill Item: NB #7 Attachment K COUNCIL MEETING DATE: July 1, 2024 Perimeter Fencing Improvements Project – Bid Award (Construction Contract), Construction Administration Professional Services Agreement, and Grant Acceptance Recommendation to Award, Construction Contract, and Construction Professional Services Agreement Airport; Marty Wray, Director 360-403-3477 EXPENDITURES REQUESTED: $445,363.34 BUDGET CATEGORY: CIP Fund BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: (previously approved), construction, and construction administration services. Dallum Build Company came in as the lowest bidder for construction at $345,803.34. Staff is requesting that City Council authorize the Mayor to sign the contract with Dallum Build Company in the amount of $345,803.34. Staff is also requesting that City Council authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $99,560.00 (current contracted on-call engineer for the City of Arlington Airport) for project construction administration services. Staff is requesting the City Council authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer subject to grant award for the Perimeter Fencing Improvements Project. foot chain-link fence with 3-strand barbed wire. The proposed fencing improvements will also reduce potential wildlife hazards on airport property per FAA-approved Wildlife Hazard Management Plan. The perimeter fence is critical for compliance with 14 CFR 139.335 Public Protection and 139.337 Wildlife Hazard Management. City Council approved the design of this project at their April 1, 2024 meeting in the amount not to exceed $62,634.00. Remand to staff for additional information City of Arlington Council Agenda Bill Item: NB #7 Attachment K RECOMMENDED MOTION: I move to authorize the Mayor to sign the contract with Dallum Build Company in the amount of $345,803.34 for the Perimeter Fencing Improvement Project; to authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $99,560.00 for construction administration services; and to authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer, subject to grant award. Page 1 of 26 Construction Contract - Federal (Rev 1.1.2024) CONSTRUCTION CONTRACT FOR FEDERALLY FUNDED PROJECTS Project Name___________________________________________________ Project # ___________ THIS CONTRACT, is made and entered into in duplicate this day of , 202_, by and between the CITY OF ARLINGTON, a municipal corporation of the State of Washington, hereafter called the “CITY”, and (CONTRACTOR NAME) hereafter referred to as the “CONTRACTOR”. WHEREAS, the CITY desires , and WHEREAS, the CONTRACTOR is qualified, willing and able to perform the necessary work. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, to be kept, performed and fulfilled by the respective parties thereto, and other valuable considerations, it is mutually agreed as follows: 1.SCOPE OF SERVICES CONTRACTOR agrees to perform the services described in the attached Scope of Work and/or proposal which is attached hereto as Exhibit ”A” and is herein incorporated by reference. 2.TERM 2.1 No work is to be performed prior to written notice by the CITY to proceed. 2.2 All work under this Contract is to be done within of notice to proceed. 3.COMPENSATION AND METHOD OF PAYMENT 3.1 CITY shall pay CONTRACTOR for the work performed under this Contract: (check one) (please include all applicable taxes and fees) Hourly: $ per hour but not more than a total of $_______________. Fixed Sum: a total amount of $ . Other: _____________________________________________________. for all work performed and expenses incurred under this Contract. Page 2 of 26 Construction Contract - Federal (Rev 1.1.2024) 3.2 The CONTRACTOR shall do all work and furnish all tools, materials, and equipment for ____________________ , which includes any applicable sales or use tax, in accordance with and as described in the attached plans and specifications and the Standard Specifications for Municipal Public Works Construction, which are by this reference incorporated herein and made a part hereof, and shall perform any alterations in or additions to the work provided under this Contract and every part thereof. 3.3 The CONTRACTOR shall maintain time and expense records and report them to the CITY monthly; and shall submit invoices to the CITY monthly for payment for work performed to the date of the invoice. Invoices shall be in a format acceptable to the CITY. 3.4 The CITY shall pay all invoices from the CONTRACTOR by mailing a CITY warrant within 30 days of receipt of a properly completed invoice. 3.5 All records and accounts pertaining to this Contract are to be kept available for inspection by representatives of the CITY for a period of three (3) years after final payment. Copies shall be made available to the CITY upon request. 3.6 If during the course of the Contract, the work rendered does not meet the requirements set forth in the Contract, the CONTRACTOR shall correct or modify the required work to comply with the requirements of the Contract. The CITY shall have the right to withhold payment for such work until it meets the requirements of the Contract. 4.PREVAILING WAGE 4.1 This Contract is subject to the requirements of Chapter 39.12 RCW, and as it may be amended, relating to prevailing wages. On Public Works projects, funded in part or in whole with Federal funds, Federal wages laws and regulations shall also be applicable. NO WORKER, LABORER OR MECHANIC EMPLOYED IN THE PERFORMANCE OF ANY PART OF THIS CONTRACT SHALL BE PAID LESS THAN THE PREVAILING RATE OR WAGE as determined by the Industrial Statistician of the Department of Labor and industries for the State of Washington. The schedule of prevailing wage rates for this Contract is attached hereto and by this reference made a part of this Contract as though fully set forth herein. 4.2 Prior to making any payment under this Contract, the CITY must receive an approved copy of the “Statement of Intent to Pay Prevailing Wages on Public Works Contracts” from the Department of Labor and Industries. 4.3 It is the CONTRACTOR’s responsibility to obtain and file the Statement. The CONTRACTOR shall be responsible for all filing fees. Each invoice shall include a signed statement that prevailing wages have been paid by the CONTRACTOR and all subcontractors. Following the final acceptance of services rendered, CONTRACTOR shall submit an “Affidavit of Wages Paid” which must be certified by the Industrial Statistician of the Department of Labor and Industries. Page 3 of 26 Construction Contract - Federal (Rev 1.1.2024) 5.REPRESENTATIONS CITY has relied upon the qualifications of CONTRACTOR in entering into this Contract. By execution of this Contract, CONTRACTOR represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all applicable current laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit “A” hereto. 6.STANDARD OF CARE CONTRACTOR shall exercise the degree of skill and diligence normally employed by contractors engaged in the same profession, and performing the same or similar services at the time such services are performed. CONTRACTOR will be responsible for the technical accuracy of its services and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. CONTRACTOR agrees to correct any deficiencies discovered without additional compensation, except to the extent such deficiencies are directly attributable to deficiencies or omissions in City-furnished information. 7.RESPONSIBILITY OF CONTRACTOR 7.1 Safety. CONTRACTOR shall take all necessary precautions for the safety of employees on the work site and shall comply with all applicable provisions of Federal, State, and municipal safety laws. 7.2 Corrections of Defects. CONTRACTOR shall be responsible for correcting all defects in workmanship and/or materials discovered within one year after acceptance of this work. When corrections of defects are made, CONTRACTOR shall be responsible for correcting all defects in workmanship and/or materials in the corrected work for one year after acceptance of the corrections by the CITY. The CONTRACTOR shall start work to remedy such defects within seven (7) days of mailing notice of discovery thereof by the CITY and shall complete such work within a reasonable time. In emergencies where damage may result from delay or where loss of service may result, such corrections may be made by the CITY, in which case the cost shall be borne by the CONTRACTOR. In the event the CONTRACTOR does not accomplish corrections at the time specified, the work will be otherwise accomplished and the cost of same shall be paid by the CONTRACTOR. 7.3 Warranty. CONTRACTOR shall be responsible for correcting all defects in workmanship and material in a responsible period of time, after said work is completed. CONTRACTOR shall start work to remedy such defects within seven (7) days of mailing notice of discovery thereof by the CITY and shall complete such work in a reasonable time. In emergencies where damage may result from delay or where loss of service may result, such correction may be made by the CITY, in which case the cost shall be borne by the CONTRACTOR. In the event the CONTRACTOR does not accomplish corrections at the time specified, the work will be otherwise accomplished and the cost of same shall be paid by the CONTRACTOR. Page 4 of 26 Construction Contract - Federal (Rev 1.1.2024) CONTRACTOR shall be liable for any costs, losses, expenses or damages, including consequential damages, suffered by the CITY resulting from defects in the CONTRACTOR's work including, but not limited to, cost of materials and labor extended by the CITY in making emergency repairs and cost inspection and supervision of the CITY. CONTRACTOR shall hold the CITY harmless from any and all claims which may be made against the CITY as a result of any defective work and the CONTRACTOR shall defend any such claims at his own expense. Where materials or procedures are not specified in the contract, the CITY relies on the professional judgment of the CONTRACTOR to make appropriate selections. 7.4 Nondiscrimination. 7.4.1 Nondiscrimination Requirement. During the term of this Contract, CONTRACTOR, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, CONTRACTOR, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which CONTRACTOR, or subcontractor, has a collective bargaining or other agreement. 7.4.2 Obligation to Cooperate. CONTRACTOR, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that CONTRACTOR, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). 7.4.3 Default. Notwithstanding any provision to the contrary, Agency may suspend CONTRACTOR, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Agency receives notification that CONTRACTOR, including any subcontractor, is cooperating with the investigating state agency. In the event CONTRACTOR, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Agency may terminate this Contract in whole or in part, and CONTRACTOR, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. CONTRACTOR or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court- ordered injunctive relief or settlement agreement. 7.4.4 Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, CONTRACTOR, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Agency shall have the Page 5 of 26 Construction Contract - Federal (Rev 1.1.2024) right to deduct from any monies due to CONTRACTOR or subcontractor, or that thereafter become due, an amount for damages CONTRACTOR or subcontractor will owe Agency for default under this provision. 7.5 Employment. Any and all employees of the CONTRACTOR while engaged in the performance shall be considered employees of the CONTRACTOR only and not of the CITY and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees, while so engaged and any and all claims made by a third party as consequence of any negligent act or omission on the part of the CONTRACTOR's employees, while so engaged on any of the work or services provided or rendered herein, shall be the sole obligation and responsibility of the CONTRACTOR. 8.SUBCONTRACTOR RESPONSIBILITY 8.1 The CONTRACTOR shall include the language of this section in each of its first-tier subcontracts, and shall require each of its subcontractors to include the same language of this section in each of their subcontracts, adjusting only as necessary the terms used for the contracting parties. The requirements of this section apply to all subcontractors regardless of tier. At the time of subcontract execution, the CONTRACTOR shall verify that each of its first- tier subcontractors meets the following bidder responsibility criteria: 8.1.1 Have a current certificate of registration as a CONTRACTOR in compliance with chapter 18.27 RCW, which must have been in effect at the time of subcontract bid submittal; 8.1.2 Have a current Washington Unified Business Identifier (UBI) number; 8.1.3 If applicable, have: 8.1.3.1 Industrial Insurance (worker’s compensation) coverage for the subcontractor’s employees working in Washington, as required in Title 51 RCW; 8.1.3.2 A Washington Employment Security Department number, as required in Title 50 RCW; 8.1.3.3 A Washington Department of Revenue state excise tax registration number, as required in Title 82 RCW; 8.1.3.4 An electrical CONTRACTOR license, if required by Chapter 19.28 RCW; Page 6 of 26 Construction Contract - Federal (Rev 1.1.2024) 8.1.3.5 An elevator CONTRACTOR license, if required by Chapter 70.87 RCW 8.1.4 Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). 9. HOLD HARMLESS The CONTRACTOR shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Contract, except for injuries and damages caused by the sole negligence of the CITY. However, should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONTRACTOR and the CITY, its officers, officials, employees, and volunteers, the CONTRACTOR’s liability hereunder shall be only to the extent of the CONTRACTOR‘s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONTRACTOR’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Contract. 10. INSURANCE 10.1 Insurance Term. CONTRACTOR shall procure and maintain, for the duration of this Contract, insurance against claims for the injuries to persons or damages to property which may arise from or in connection with the performance of the work thereunder by the CONTRACTOR, his agent, representatives, employees or subcontractors. The cost of such insurance shall be paid by the CONTRACTOR. 10.2 No Limitation. The CONTRACTOR shall procure and maintain insurance, as required in this Section, without interruption from commencement of the CONTRACTOR’s work through the term of the Contract and for thirty (30) days after the Physical Completion date, unless otherwise indicated herein. 10.3 Minimum Scope of Insurance. The Contractor’s required insurance shall be of the types and coverage as stated below: 10.3.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 10.3.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, Page 7 of 26 Construction Contract - Federal (Rev 1.1.2024) personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The CITY shall be named as an additional insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the CITY using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured- Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 10.3.3 Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 10.4 Minimum Amounts of Insurance. CONTRACTOR shall maintain limits no less than: 10.4.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 10.4.2 Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 10.4.3 Worker's Compensation coverage as required by the Worker's Compensation Act of the State of Washington. 10.5 City’s Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the CITY shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the CITY evidences limits of liability lower than those maintained by the Contractor. 10.6 Other Insurance Provision. The Contractor’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the CITY. Any insurance, self-insurance, or self-insured pool coverage maintained by the CITY shall be excess of the Contractor’s insurance and shall not contribute with it. 10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. 10.8 Verification of Coverage. CONTRACTOR shall furnish the CITY with certificates of insurance effecting coverage required by this clause. The certification for each insurance policy is to be signed by a person authorized by that insurer to bind coverage on its behalf. The Page 8 of 26 Construction Contract - Federal (Rev 1.1.2024) certificates are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.9 Subcontractors. The CONTRACTOR shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor- provided insurance as set forth herein, except the CONTRACTOR shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. The CONTRACTOR shall ensure that the CITY is an additional insured on each and every Subcontractor’s Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 10.10 Notice of Cancellation. The Contractor shall provide the CITY and all additional insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 10.11 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days’ notice to the Contractor to correct the breach, immediately terminate the Contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the Contractor from the CITY. 11. CLAIMS 11.1 Any claim against the CITY for damages, expenses, costs or extras arising out of the performance of this Contract must be made in writing to the CITY within thirty (30) days after the discovery of such damage, and in no event later than the time of approval by the CITY of final payment. CONTRACTOR, upon making applications for final payment, shall be deemed to have waived this right to claim for final payment. 12. COMPLIANCE WITH LAWS 12.1 The CONTRACTOR shall comply with all Federal, State and local laws and regulations applicable to the work done under this contract. Any violation of the provisions of this Contract shall be considered a violation of a material provision and shall be grounds for cancellation, termination or suspension of the Contract by the CITY, in whole or on part, and may result in ineligibility for future work for the CITY. 12.2 If federal funds are being used by the City in this Contract, the CONTRACTOR agrees to comply with the terms and conditions set forth on Exhibit B attached hereto. Page 9 of 26 Construction Contract - Federal (Rev 1.1.2024) 13. CITY'S RIGHT TO TERMINATE CONTRACT 13.1 The CITY may terminate this Contract upon the occurrence of any one or more of the events hereafter specified: 13.1.1 If the CONTRACTOR should be adjudged bankrupt. 13.1.2 If the CONTRACTOR should make a general assignment of benefit of his creditors. 13.1.3 If a receiver should be appointed on the account of insolvency of the CONTRACTOR. 13.1.4 If CONTRACTOR should persistently or repeatedly refuse or fail to supply a sufficient number of properly skilled workmen or proper materials for completion of the work. 13.1.5 If the CONTRACTOR shall fail to complete the work within the time specified in the contract. 13.1.6 If the CONTRACTOR shall fail to make a prompt payment to subcontractors or for material or labor. 13.1.7 If CONTRACTOR should persistently disregard laws, ordinances or regulations of Federal, State or municipal agencies or subdivisions thereof. 13.1.8 If CONTRACTOR should persistently disregard instructions of Management, or otherwise be guilty of a substantial violation of the contract. 13.2 This Contract, and any amendments or extensions to said Contract may be terminated for any reason not previously identified by either party by giving ten (10) days written notice to the other party. In the event that this Contract is terminated by the CITY, CONTRACTOR shall not be entitled to receive any further balance of the amount to be paid under this Contract until the work shall have been fully finished. At such time, if the unpaid balance of the amount to be paid under this Contract exceeds the expense incurred by the CITY in finishing the work, all of the damages sustained or which may be sustained by reason of such refusal, neglect, failure of discontinuance of employment, such excess shall be paid by the CITY to CONTRACTOR. If such expense and damages shall exceed the unpaid balance, CONTRACTOR and his surety and each thereof shall be jointly and severally liable therefore to CITY and shall pay the difference to the CITY. Such expense and damage shall include all legal costs incurred by the CITY in employment of attorneys to protect the rights and interests of the CITY under the contract; provided such legal costs shall be reasonable. 14. OWNERSHIP OF DOCUMENTS 14.1 On payment to the CONTRACTOR by the CITY of all compensation due under this Contract all finished or unfinished documents and material prepared by the CONTRACTOR with Page 10 of 26 Construction Contract - Federal (Rev 1.1.2024) funds provided by this Contract shall become the property of the CITY and shall be forwarded to the CITY at its request. 14.2 Any records, reports, information, data or other documents or materials given to or prepared or assembled by the CONTRACTOR under this Contract will be kept as confidential and shall not be made available to any individual or organization by the CONTRACTOR without prior written approval of the CITY or by court order. 15. PLANS AND SPECIFICATIONS Plans and Specifications hereto referred to as the Exhibits, shall be available during office hours at the following address: ____________________________. Said Plans and Specifications are by this reference incorporated herein. 16. ASSIGNMENT This Contract may not be assigned or otherwise transferred by the parties hereto without the written consent of the other party. 17. INDEPENDENT CONTRACTOR CONTRACTOR is and shall be at all times during the term of this Contract an independent CONTRACTOR. 18. ATTORNEYS FEES AND COSTS If any legal proceeding is brought for the enforcement of this Contract, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 19. NOTICE Notices, other than applications for payment, shall be given in writing to the persons named below: __________________________________ __________________________________ _________________________________ _________________________________ Page 11 of 26 Construction Contract - Federal (Rev 1.1.2024) 20. JURISDICTION AND VENUE 20.1 This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. 20.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 21. SEVERABILITY 21.1 If, for any reason, any part, term or provision of this Contract is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 21.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 22. MODIFICATION No change, alteration, modification or addition to the Contract will be effective unless it is in writing and properly signed by all parties thereto. IN WITNESS WHEREOF, the parties have executed this Contract as of this day of , 202_. CITY OF ARLINGTON, WASHINGTON: CONTRACTOR: By By Title Title Page 12 of 26 Construction Contract - Federal (Rev 1.1.2024) EXHIBIT A - SCOPE OF WORK EXHIBIT B – FEDERALLY FUNDED CONSTRUCTION PROJECTS (A) Equal Employment Opportunity. The provisions of this sec�on related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal-aid construc�on contracts and to all related construc�on subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addi�on, the contractor and all subcontractors must comply with the following policies: Execu�ve Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regula�ons including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b) and, for all construc�on contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construc�on Contract Speciﬁca�ons in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Execu�ve Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contrac�ng agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regula�ons including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal Employment Opportunity (EEO) requirements not to discriminate and to take aﬃrma�ve ac�on to assure equal opportunity as set forth under laws, execu�ve orders, rules, regula�ons (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modiﬁed by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall cons�tute the EEO and speciﬁc aﬃrma�ve ac�on standards for the contractor's project ac�vi�es under this contract. The provisions of the Americans with Disabili�es Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execu�on of this contract, the contractor agrees to comply with the following minimum speciﬁc requirement ac�vi�es of EEO: a. The contractor will work with the contrac�ng agency and the Federal Government to ensure that it has made every good faith eﬀort to provide equal opportunity with respect to all of its terms and condi�ons of employment and in their review of ac�vi�es under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its opera�ng policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, sexual orienta�on, gender iden�ty, color, na�onal origin, age or disability. Such ac�on shall include: employment, upgrading, demo�on, or transfer; recruitment or recruitment adver�sing; layoﬀ or termina�on; rates of pay or other forms of compensa�on; and selec�on for training, including appren�ceship, pre-appren�ceship, and/or on-the-job training." 2. EEO Oﬃcer: The contractor will designate and make known to the contrac�ng oﬃcers an EEO Oﬃcer who will have the responsibility for and must be capable of eﬀec�vely administering and promo�ng an ac�ve EEO program and who must be assigned adequate authority and responsibility to do so. 3. Dissemina�on of Policy: All members of the contractor's staﬀ who are authorized to hire, supervise, promote, and discharge employees, or who recommend such ac�on or are substan�ally involved in such ac�on, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibili�es to provide EEO in each grade and classiﬁca�on of employment. To ensure that the above agreement will be met, the following ac�ons will be taken as a minimum: a. Periodic mee�ngs of supervisory and personnel oﬃce employees will be conducted before the start of work and then not less o�en than once every six months, at which �me the contractor's EEO policy and its implementa�on will be reviewed and explained. The mee�ngs will be conducted by the EEO Oﬃcer or other knowledgeable company oﬃcial. b. All new supervisory or personnel oﬃce employees will be given a thorough indoctrina�on by the EEO Oﬃcer, covering all major aspects of the contractor's EEO obliga�ons within thirty days following their repor�ng for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Oﬃcer in the contractor's procedures for loca�ng and hiring minori�es and women. d. No�ces and posters se�ng forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and poten�al employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the aten�on of employees by means of mee�ngs, employee handbooks, or other appropriate means. 4. Recruitment: When adver�sing for employees, the contractor will include in all adver�sements for employees the nota�on: "An Equal Opportunity Employer." All such adver�sements will be placed in publica�ons having a large circula�on among minori�es and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systema�c and direct recruitment through public and private employee referral sources likely to yield qualiﬁed minori�es and women. To meet this requirement, the contractor will iden�fy sources of poten�al minority group employees and establish with such iden�ﬁed sources procedures whereby minority and women applicants may be referred to the contractor for employment considera�on. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementa�on of such an agreement has the eﬀect of discrimina�ng against minori�es or women, or obligates the contractor to do the same, such implementa�on violates Federal nondiscrimina�on provisions. c. The contractor will encourage its present employees to refer minori�es and women as applicants for employment. Informa�on and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Ac�ons: Wages, working condi�ons, and employee beneﬁts shall be established and administered, and personnel ac�ons of every type, including hiring, upgrading, promo�on, transfer, demo�on, layoﬀ, and termina�on, shall be taken without regard to race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspec�ons of project sites to ensure that working condi�ons and employee facili�es do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classiﬁca�on to determine any evidence of discriminatory wage prac�ces. c. The contractor will periodically review selected personnel ac�ons in depth to determine whether there is evidence of discrimina�on. Where evidence is found, the contractor will promptly take correc�ve ac�on. If the review indicates that the discrimina�on may extend beyond the ac�ons reviewed, such correc�ve ac�on shall include all aﬀected persons. d. The contractor will promptly inves�gate all complaints of alleged discrimina�on made to the contractor in connec�on with its obliga�ons under this contract, will atempt to resolve such complaints, and will take appropriate correc�ve ac�on 3 within a reasonable �me. If the inves�ga�on indicates that the discrimina�on may aﬀect persons other than the complainant, such correc�ve ac�on shall include such other persons. Upon comple�on of each inves�ga�on, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promo�on: a. The contractor will assist in loca�ng, qualifying, and increasing the skills of minori�es and women who are applicants for employment or current employees. Such eﬀorts should be aimed at developing full journey level status employees in the type of trade or job classiﬁca�on involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regula�ons, the contractor shall make full use of training programs (i.e., appren�ceship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contrac�ng agency may reserve training posi�ons for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promo�on poten�al of employees who are minori�es and women and will encourage eligible employees to apply for such training and promo�on. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith eﬀorts to obtain the coopera�on of such unions to increase opportuni�es for minori�es and women. 23 CFR 230.409. Ac�ons by the contractor, either directly or through a contractor's associa�on ac�ng as agent, will include the procedures set forth below: a. The contractor will use good faith eﬀorts to develop, in coopera�on with the unions, joint training programs aimed toward qualifying more minori�es and women for membership in the unions and increasing the skills of minori�es and women so that they may qualify for higher paying employment. b. The contractor will use good faith eﬀorts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability. c. The contractor is to obtain informa�on as to the referral prac�ces and policies of the labor union except that to the extent such informa�on is within the exclusive possession of the labor union and such labor union refuses to furnish such informa�on to the contractor, the contractor shall so cer�fy to the contrac�ng agency and shall set forth what eﬀorts have been made to obtain such informa�on. d. In the event the union is unable to provide the contractor with a reasonable ﬂow of referrals within the �me limit set forth in the collec�ve bargaining agreement, the contractor will, through independent recruitment eﬀorts, ﬁll the employment vacancies without regard to race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability; making full eﬀorts to obtain qualiﬁed and/or qualiﬁable minori�es and women. The failure of a union to provide suﬃcient referrals (even though it is obligated to provide exclusive referrals under the terms of a collec�ve bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral prac�ce prevents the contractor from mee�ng the obliga�ons pursuant to Execu�ve Order 11246, as amended, and these special provisions, such contractor shall immediately no�fy the contrac�ng agency. 8. Reasonable Accommoda�on for Applicants / Employees with Disabili�es: The contractor must be familiar with the requirements for and comply with the Americans with Disabili�es Act and all rules and regula�ons established thereunder. Employers must provide reasonable accommoda�on in all employment ac�vi�es unless to do so would cause an undue hardship. 9. Selec�on of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability in the selec�on and reten�on of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimina�on in the administra�on of this contract. a. The contractor shall no�fy all poten�al subcontractors, suppliers, and lessors of their EEO obliga�ons under this contract. b. The contractor will use good faith eﬀorts to ensure subcontractor compliance with their EEO obliga�ons. 10. Assurances Required: a. The requirements of 49 CFR Part 26 and the State DOT’s FHWA-approved Disadvantaged Business Enterprise (DBE) program are incorporated by reference. b. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, na�onal origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administra�on of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termina�on of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanc�ons; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as nonresponsible. c. The Title VI and nondiscrimina�on provisions of U.S. DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the ﬁnal payment to the contractor for all contract work and shall be available at reasonable �mes and places for inspec�on by authorized representa�ves of the contrac�ng agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and nonminority group members and women employed in each work classiﬁca�on on the project; (2) The progress and eﬀorts being made in coopera�on with unions, when applicable, to increase employment opportuni�es for minori�es and women; and (3) The progress and eﬀorts being made in loca�ng, hiring, training, qualifying, and upgrading minori�es and women. b. The contractors and subcontractors will submit an annual report to the contrac�ng agency each July for the dura�on of the project indica�ng the number of minority, women, and nonminority group employees currently engaged in each work classiﬁca�on required by the contract work. This informa�on is to be reported on Form FHWA-1391. The staﬃng data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reﬂect the work force on board during all or any part of the last payroll period preceding the end of July. (B) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). The following provisions are from the U.S. Department of Labor regula�ons in 29 CFR 5.5 “Contract provisions and related maters” with minor revisions to conform to the FHWA1273 format and FHWA program requirements. 1. Minimum wages (29 CFR 5.5) a. Wage rates and fringe beneﬁts. All laborers and mechanics employed or working upon the site of the work (or otherwise working in construc�on or development of the project under a development statute), will be paid uncondi�onally and not less o�en than once a week, and without subsequent deduc�on or rebate on any account (except such payroll deduc�ons as are permited by regula�ons issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona ﬁde fringe beneﬁts (or cash equivalents thereof) due at �me of payment computed at rates not less than those contained in the wage determina�on of the Secretary of Labor which is atached hereto and made a part hereof, regardless of any contractual rela�onship which may be alleged to exist between the contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of 29 CFR 5.5, the appropriate wage determina�ons are eﬀec�ve by opera�on of law even if they have not been atached to the contract. Contribu�ons made or costs reasonably an�cipated for bona ﬁde fringe beneﬁts under the Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.e. of this sec�on; also, regular contribu�ons made or costs incurred for more than a weekly period (but not less o�en than quarterly) under plans, funds, or programs which cover the par�cular weekly period, are deemed to be construc�vely made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe beneﬁts on the wage determina�on for the classiﬁca�on(s) of work actually performed, without regard to skill, except as provided in paragraph 4. of this sec�on. Laborers or mechanics performing work in more than one classiﬁca�on may be compensated at the rate speciﬁed for each classiﬁca�on for the �me actually worked therein: Provided, That the employer's payroll records accurately set forth the �me spent in each classiﬁca�on in which work is performed. The wage determina�on (including any addi�onal classiﬁca�ons and wage rates conformed under paragraph 1.c. of this sec�on) and the Davis-Bacon poster (WH– 1321) must be posted at all �mes by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. Frequently recurring classiﬁca�ons. (1) In addi�on to wage and fringe beneﬁt rates that have been determined to be prevailing under the procedures set forth in 29 CFR part 1, a wage determina�on may contain, pursuant to § 1.3(f), wage and fringe beneﬁt rates for classiﬁca�ons of laborers and mechanics for which conformance requests are regularly submited pursuant to paragraph 1.c. of this sec�on, provided that: (i) The work performed by the classiﬁca�on is not performed by a classiﬁca�on in the wage determina�on for which a prevailing wage rate has been determined; (ii) The classiﬁca�on is used in the area by the construc�on industry; and (iii) The wage rate for the classiﬁca�on bears a reasonable rela�onship to the prevailing wage rates contained in the wage determina�on. The Administrator will establish wage rates for such classiﬁca�ons in accordance with paragraph 1.c.(1)(iii) of this sec�on. Work performed in such a classiﬁca�on must be paid at no less than the wage and fringe beneﬁt rate listed on the wage determina�on for such classiﬁca�on. c. Conformance. (1) The contrac�ng oﬃcer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determina�on and which is to be employed under the contract be classiﬁed in conformance with the wage determina�on. Conformance of an addi�onal classiﬁca�on and wage rate and fringe beneﬁts is appropriate only when the following criteria have been met: (i) The work to be performed by the classiﬁca�on requested is not performed by a classiﬁca�on in the wage determina�on; and (ii) The classiﬁca�on is used in the area by the construc�on industry; and (iii) The proposed wage rate, including any bona ﬁde fringe beneﬁts, bears a reasonable rela�onship to the wage rates contained in the wage determina�on. (2) The conformance process may not be used to split, subdivide, or otherwise avoid applica�on of classiﬁca�ons listed in the wage determina�on. (3) If the contractor and the laborers and mechanics to be employed in the classiﬁca�on (if known), or their representa�ves, and the contrac�ng oﬃcer agree on the classiﬁca�on and wage rate (including the amount designated for fringe beneﬁts where appropriate), a report of the ac�on taken will be sent by the contrac�ng oﬃcer by email to DBAconformance@dol.gov. The Administrator, or an authorized representa�ve, will approve, modify, or disapprove every addi�onal classiﬁca�on ac�on within 30 days of receipt and so advise the contrac�ng oﬃcer or will no�fy the contrac�ng oﬃcer within the 30–day period that addi�onal �me is necessary. (4) In the event the contractor, the laborers or mechanics to be employed in the classiﬁca�on or their representa�ves, and the contrac�ng oﬃcer do not agree on the proposed classiﬁca�on and wage rate (including the amount designated for fringe beneﬁts, where appropriate), the contrac�ng oﬃcer will, by email to DBAconformance@dol.gov, refer the ques�ons, including the views of all interested par�es and the recommenda�on of the contrac�ng oﬃcer, to the Administrator for determina�on. The Administrator, or an authorized representa�ve, will issue a determina�on within 30 days of receipt and so advise the contrac�ng oﬃcer or will no�fy the contrac�ng oﬃcer within the 30–day period that addi�onal �me is necessary. (5) The contrac�ng oﬃcer must promptly no�fy the contractor of the ac�on taken by the Wage and Hour Division under paragraphs 1.c.(3) and (4) of this sec�on. The contractor must furnish a writen copy of such determina�on to each aﬀected worker or it must be posted as a part of the wage determina�on. The wage rate (including fringe beneﬁts where appropriate) determined pursuant to paragraph 1.c.(3) or (4) of this sec�on must be paid to all workers performing work in the classiﬁca�on under this contract from the ﬁrst day on which work is performed in the classiﬁca�on. d. Fringe beneﬁts not expressed as an hourly rate. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe beneﬁt which is not expressed as an hourly rate, the contractor may either pay the beneﬁt as stated in the wage determina�on or may pay another bona ﬁde fringe beneﬁt or an hourly cash equivalent thereof. e. Unfunded plans. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably an�cipated in providing bona ﬁde fringe beneﬁts under a plan or program, Provided, That the Secretary of Labor has found, upon the writen request of the contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the mee�ng of obliga�ons under the plan or program. f. Interest. In the even t of a failure to pay all or part of the wages required by the contract, the contractor will be required to pay interest on any underpayment of wages. 2. Withholding (29 CFR 5.5) a. Withholding requirements. The contrac�ng agency may, upon its own ac�on, or must, upon writen request of an authorized representa�ve of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to sa�sfy the liabili�es of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in this sec�on for viola�ons of this contract, or to sa�sfy any such liabili�es required by any other Federal contract, or federally assisted contract subject to Davis-Bacon labor standards, that is held by the same prime contractor (as deﬁned in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to sa�sfy the contractor liability for which the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic, including any appren�ce or helper working on the site of the work all or part of the wages required by the contract, or upon the contractor's failure to submit the required records as discussed in paragraph 3.d. of this sec�on, the contrac�ng agency may on its own ini�a�ve and a�er writen no�ce to the contractor, take such ac�on as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds un�l such viola�ons have ceased. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph 2.a. of this sec�on or Sec�on V, paragraph 3.a., or both, over claims to those funds by: (1) A contractor's surety(ies), including without limita�on performance bond sure�es and payment bond sure�es; (2) A contrac�ng agency for its reprocurement costs; (3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 3. Records and cer�ﬁed payrolls (29 CFR 5.5) a. Basic record requirements (1) Length of record reten�on. All regular payrolls and other basic records must be maintained by the contractor and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site of the work (or otherwise working in construc�on or development of the project under a development statute) for a period of at least 3 years a�er all the work on the prime contract is completed. (2) Informa�on required. Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each worker's correct classiﬁca�on(s) of work actually performed; hourly rates of wages paid (including rates of contribu�ons or costs an�cipated for bona ﬁde fringe beneﬁts or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deduc�ons made; and actual wages paid. (3) Addi�onal records rela�ng to fringe beneﬁts. Whenever the Secretary of Labor has found under paragraph 1.e. of this sec�on that the wages of any laborer or mechanic include the amount of any costs reasonably an�cipated in providing beneﬁts under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act, the contractor must maintain records which show that the commitment to provide such beneﬁts is enforceable, that the plan or program is ﬁnancially responsible, and that the plan or program has been communicated in wri�ng to the laborers or mechanics aﬀected, and records which show the costs an�cipated or the actual cost incurred in providing such beneﬁts. (4) Addi�onal records rela�ng to appren�ceship. Contractors with appren�ces working under approved programs must maintain writen evidence of the registra�on of appren�ceship programs, the registra�on of the appren�ces, and the ra�os and wage rates prescribed in the applicable programs. b. Cer�ﬁed payroll requirements (1) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Acts covered work is performed, cer�ﬁed payrolls to the contrac�ng agency. The prime contractor is responsible for the submission of all cer�ﬁed payrolls by all subcontractors. A contrac�ng agency or prime contractor may permit or require contractors to submit cer�ﬁed payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the contractor, the contrac�ng agency, and the Department of Labor to access the cer�ﬁed payrolls upon request for at least 3 years a�er the work on the prime contract has been completed; and the contrac�ng agency or prime contractor permits other methods of submission in situa�ons where the contractor is unable or limited in its ability to use or access the electronic system. (2) Informa�on required. The cer�ﬁed payrolls submited must set out accurately and completely all of the informa�on required to be maintained under paragraph 3.a.(2) of this sec�on, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmitals. Instead, the cer�ﬁed payrolls need only include an individually iden�fying number for each worker ( e.g., the last four digits of the worker's Social Security number). The required weekly cer�ﬁed payroll informa�on may be submited using Op�onal Form WH–347 or in any other format desired. Op�onal Form WH–347 is available for this purpose from the Wage and Hour Division website at htps://www.dol.gov/sites/dolgov/ﬁles/WHD/legacy/ﬁles/wh347/.pdf or its successor website. It is not a viola�on of this sec�on for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the contrac�ng agency. (3) Statement of Compliance. Each cer�ﬁed payroll submited must be accompanied by a “Statement of Compliance,” signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the payment of the persons working on the contract, and must cer�fy the following: (i) That the cer�ﬁed payroll for the payroll period contains the informa�on required to be provided under paragraph 3.b. of this sec�on, the appropriate informa�on and basic records are being maintained under paragraph 3.a. of this sec�on, and such informa�on and records are correct and complete; (ii) That each laborer or mechanic (including each helper and appren�ce) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deduc�ons have been made either directly or indirectly from the full wages earned, other than permissible deduc�ons as set forth in 29 CFR part 3; and (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe beneﬁts or cash equivalents for the classiﬁca�on(s) of work actually performed, as speciﬁed in the applicable wage determina�on incorporated into the contract. (4) Use of Op�onal Form WH–347. The weekly submission of a properly executed cer�ﬁca�on set forth on the reverse side of Op�onal Form WH–347 will sa�sfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(3) of this sec�on. (5) Signature. The signature by the contractor, subcontractor, or the contractor's or subcontractor's agent must be an original handwriten signature or a legally valid electronic signature. (6) Falsiﬁca�on. The falsiﬁca�on of any of the above cer�ﬁca�ons may subject the contractor or subcontractor to civil or criminal prosecu�on under 18 U.S.C. 1001 and 31 U.S.C. 3729. (7) Length of cer�ﬁed payroll reten�on. The contractor or subcontractor must preserve all cer�ﬁed payrolls during the course of the work and for a period of 3 years a�er all the work on the prime contract is completed. c. Contracts, subcontracts, and related documents. The contractor or subcontractor must maintain this contract or subcontract and related documents including, without limita�on, bids, proposals, amendments, modiﬁca�ons, and extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years a�er all the work on the prime contract is completed. d. Required disclosures and access (1) Required record disclosures and access to workers. The contractor or subcontractor must make the records required under paragraphs 3.a. through 3.c. of this sec�on, and any other documents that the contrac�ng agency, the State DOT, the FHWA, or the Department of Labor deems necessary to determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspec�on, copying, or transcrip�on by authorized representa�ves of the contrac�ng agency, the State DOT, the FHWA, or the Department of Labor, and must permit such representa�ves to interview workers during working hours on the job. (2) Sanc�ons for non-compliance with records and worker access requirements. If the contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, a�er writen no�ce to the contractor, sponsor, applicant, owner, or other en�ty, as the case may be, that maintains such records or that employs such workers, take such ac�on as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews during working hours on the job, may be grounds for debarment ac�on pursuant to § 5.12. In addi�on, any contractor or other person that fails to submit the required records or make those records available to WHD within the �me WHD requests that the records be produced will be precluded from introducing as evidence in an administra�ve proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into considera�on a reasonable request from the contractor or person for an extension of the �me for submission of records. WHD will determine the reasonableness of the request and may consider, among other things, the loca�on of the records and the volume of produc�on. (3) Required informa�on disclosures. Contractors and subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the contrac�ng agency, the State DOT, the FHWA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an inves�ga�on or other compliance ac�on. 4. Appren�ces and equal employment opportunity (29 CFR 5.5) a. Appren�ces (1) Rate of pay. Appren�ces will be permited to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona ﬁde appren�ceship program registered with the U.S. Department of Labor, Employment and Training Administra�on, Oﬃce of Appren�ceship (OA), or with a State Appren�ceship Agency recognized by the OA. A person who is not individually registered in the program, but who has been cer�ﬁed by the OA or a State Appren�ceship Agency (where appropriate) to be eligible for proba�onary employment as an appren�ce, will be permited to work at less than the predetermined rate for the work they perform in the ﬁrst 90 days of proba�onary employment as an appren�ce in such a program. In the event the OA or a State Appren�ceship Agency recognized by the OA withdraws approval of an appren�ceship program, the contractor will no longer be permited to use appren�ces at less than the applicable predetermined rate for the work performed un�l an acceptable program is approved. (2) Fringe beneﬁts. Appren�ces must be paid fringe beneﬁts in accordance with the provisions of the appren�ceship program. If the appren�ceship program does not specify fringe beneﬁts, appren�ces must be paid the full amount of fringe beneﬁts listed on the wage determina�on for the applicable classiﬁca�on. If the Administrator determines that a diﬀerent prac�ce prevails for the applicable appren�ce classiﬁca�on, fringe beneﬁts must be paid in accordance with that determina�on. (3) Appren�ceship ra�o. The allowable ra�o of appren�ces to journey workers on the job site in any cra� classiﬁca�on must not be greater than the ra�o permited to the contractor as to the en�re work force under the registered program or the ra�o applicable to the locality of the project pursuant to paragraph 4.a.(4) of this sec�on. Any worker listed on a payroll at an appren�ce wage rate, who is not registered or otherwise employed as stated in paragraph 4.a.(1) of this sec�on, must be paid not less than the applicable wage rate on the wage determina�on for the classiﬁca�on of work actually performed. In addi�on, any appren�ce performing work on the job site in excess of the ra�o permited under this sec�on must be paid not less than the applicable wage rate on the wage determina�on for the work actually performed. (4) Reciprocity of ra�os and wage rates. Where a contractor is performing construc�on on a project in a locality other than the locality in which its program is registered, the ra�os and wage rates (expressed in percentages of the journey worker's hourly rate) applicable within the locality in which the construc�on is being performed must be observed. If there is no applicable ra�o or wage rate for the locality of the project, the ra�o and wage rate speciﬁed in the contractor's registered program must be observed. b. Equal employment opportunity. The use of appren�ces and journey workers under this part must be in conformity with the equal employment opportunity requirements of Execu�ve Order 11246, as amended, and 29 CFR part 30. c. Appren�ces and Trainees (programs of the U.S. DOT). Appren�ces and trainees working under appren�ceship and skill training programs which have been cer�ﬁed by the Secretary of Transporta�on as promo�ng EEO in connec�on with Federal-aid highway construc�on programs are not subject to the requirements of paragraph 4 of this Sec�on IV. 23 CFR 230.111(e)(2). The straight �me hourly wage rates for appren�ces and trainees under such programs will be established by the par�cular programs. The ra�o of appren�ces and trainees to journey workers shall not be greater than permited by the terms of the par�cular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5. 6. Subcontracts. The contractor or subcontractor must insert FHWA-1273 in any subcontracts, along with the applicable wage determina�on(s) and such other clauses or contract modiﬁca�ons as the contrac�ng agency may by appropriate instruc�ons require, and a clause requiring the subcontractors to include these clauses and wage determina�on(s) in any lower �er subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower �er subcontractor with all the contract clauses in this sec�on. In the event of any viola�ons of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-�er subcontractors, and may be subject to debarment, as appropriate. 29 CFR 5.5. 7. Contract termina�on: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termina�on of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act requirements. All rulings and interpreta�ons of the Davis Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5. 9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contrac�ng agency, the U.S. Department of Labor, or the employees or their representa�ves. 10. Cer�ﬁca�on of eligibility. a. By entering into this contract, the contractor cer�ﬁes that neither it nor any person or ﬁrm who has an interest in the contractor's ﬁrm is a person or ﬁrm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a). b. No part of this contract shall be subcontracted to any person or ﬁrm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a). c. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001. 11. An�-retalia�on. It is unlawful for any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. No�fying any contractor of any conduct which the worker reasonably believes cons�tutes a viola�on of the DBA, Related Acts, this part, or 29 CFR part 1 or 3; b. Filing any complaint, ini�a�ng or causing to be ini�ated any proceeding, or otherwise asser�ng or seeking to assert on behalf of themselves or others any right or protec�on under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; c. Coopera�ng in any inves�ga�on or other compliance ac�on, or tes�fying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or d. Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3. (C) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construc�on contract in an amount in excess of $100,000 and subject to the over�me provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addi�on to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchpersons and guards. 1. Over�me requirements. No contractor or subcontractor contrac�ng for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensa�on at a rate not less than one and one-half �mes the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR 5.5. 2. Viola�on; liability for unpaid wages; liquidated damages. In the event of any viola�on of the clause set forth in paragraph 1. of this sec�on the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addi�on, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchpersons and guards, employed in viola�on of the clause set forth in paragraph 1. of this sec�on, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or permited to work in excess of the standard workweek of forty hours without payment of the over�me wages required by the clause set forth in paragraph 1. of this sec�on. * $31 as of January 15, 2023 (See 88 FR 88 FR 2210) as may be adjusted annually by the Department of Labor, pursuant to the Federal Civil Penal�es Inﬂa�on Adjustment Act of 1990. 3. Withholding for unpaid wages and liquidated damages a. Withholding process. The FHWA or the contrac�ng agency may, upon its own ac�on, or must, upon writen request of an authorized representa�ve of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to sa�sfy the liabili�es of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this sec�on on this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as deﬁned in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to sa�sfy the contractor liability for which the funds were withheld. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with Sec�on IV paragraph 2.a. or paragraph 3.a. of this sec�on, or both, over claims to those funds by: (1) A contractor's surety(ies), including without limita�on performance bond sure�es and payment bond sure�es; (2) A contrac�ng agency for its reprocurement costs; (3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs 1. through 5. of this sec�on and a clause requiring the subcontractors to include these clauses in any lower �er subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower �er subcontractor with the clauses set forth in paragraphs 1. through 5. In the event of any viola�ons of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower �er subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate. 5. An�-retalia�on. It is unlawful for any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. No�fying any contractor of any conduct which the worker reasonably believes cons�tutes a viola�on of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implemen�ng regula�ons in this part; b. Filing any complaint, ini�a�ng or causing to be ini�ated any proceeding, or otherwise asser�ng or seeking to assert on behalf of themselves or others any right or protec�on under CWHSSA or this part; c. Coopera�ng in any inves�ga�on or other compliance ac�on, or tes�fying in any proceeding under CWHSSA or this part; or d. Informing any other person about their rights under CWHSSA or this part. (D) Rights to Inven�ons Made Under a Contract or Agreement. If the Federal award meets the deﬁni�on of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business ﬁrm or nonproﬁt organiza�on regarding the subs�tu�on of par�es, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inven�ons Made by Nonproﬁt Organiza�ons and Small Business Firms Under Government Grants, Contracts and Coopera�ve Agreements,” and any implemen�ng regula�ons issued by the awarding agency. (E) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollu�on Control Act (33 U.S.C. 1251- 1387), as amended By submission of this bid/proposal or the execu�on of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construc�on contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regula�ons issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollu�on Control Act, as amended (33 U.S.C. 1251-1387). Viola�ons must be reported to the Federal Highway Administra�on and the Regional Oﬃce of the Environmental Protec�on Agency. 2 CFR Part 200, Appendix II. The contractor agrees to include or cause to be included the requirements of this Sec�on in every subcontract, and further agrees to take such ac�on as the contrac�ng agency may direct as a means of enforcing such requirements. 2 CFR 200.327. (F) Debarment and Suspension (Execu�ve Orders 12549 and 12689) 1. Instruc�ons for Cer�ﬁca�on – First Tier Par�cipants: a. By signing and submi�ng this proposal, the prospec�ve ﬁrst �er par�cipant is providing the cer�ﬁca�on set out below. b. The inability of a person to provide the cer�ﬁca�on set out below will not necessarily result in denial of par�cipa�on in this covered transac�on. The prospec�ve ﬁrst �er par�cipant shall submit an explana�on of why it cannot provide the cer�ﬁca�on set out below. The cer�ﬁca�on or explana�on will be considered in connec�on with the department or agency's determina�on whether to enter into this transac�on. However, failure of the prospec�ve ﬁrst �er par�cipant to furnish a cer�ﬁca�on or an explana�on shall disqualify such a person from par�cipa�on in this transac�on. 2 CFR 180.320. c. The cer�ﬁca�on in this clause is a material representa�on of fact upon which reliance was placed when the contrac�ng agency determined to enter into this transac�on. If it is later determined that the prospec�ve par�cipant knowingly rendered an erroneous cer�ﬁca�on, in addi�on to other remedies available to the Federal Government, the contrac�ng agency may terminate this transac�on for cause of default. 2 CFR 180.325. d. The prospec�ve ﬁrst �er par�cipant shall provide immediate writen no�ce to the contrac�ng agency to whom this proposal is submited if any �me the prospec�ve ﬁrst �er par�cipant learns that its cer�ﬁca�on was erroneous when submited or has become erroneous by reason of changed circumstances. 2 CFR 180.345 and 180.350. e. The terms "covered transac�on," "debarred," "suspended," "ineligible," "par�cipant," "person," "principal," and "voluntarily excluded," as used in this clause, are deﬁned in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transac�ons” refers to any covered transac�on between a recipient or subrecipient of Federal funds and a par�cipant (such as the prime or general contract). “Lower Tier Covered Transac�ons” refers to any covered transac�on under a First Tier Covered Transac�on (such as subcontracts). “First Tier Par�cipant” refers to the par�cipant who has entered into a covered transac�on with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Par�cipant” refers any par�cipant who has entered into a covered transac�on with a First Tier Par�cipant or other Lower Tier Par�cipants (such as subcontractors and suppliers). f. The prospec�ve ﬁrst �er par�cipant agrees by submi�ng this proposal that, should the proposed covered transac�on be entered into, it shall not knowingly enter into any lower �er covered transac�on with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from par�cipa�on in this covered transac�on, unless authorized by the department or agency entering into this transac�on. 2 CFR 180.330. g. The prospec�ve ﬁrst �er par�cipant further agrees by submi�ng this proposal that it will include the clause �tled "Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transac�ons," provided by the department or contrac�ng agency, entering into this covered transac�on, without modiﬁca�on, in all lower �er covered transac�ons and in all solicita�ons for lower �er covered transac�ons exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300. h. A par�cipant in a covered transac�on may rely upon a cer�ﬁca�on of a prospec�ve par�cipant in a lower �er covered transac�on that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transac�on, unless it knows that the cer�ﬁca�on is erroneous. 2 CFR 180.300; 180.320, and 180.325. A par�cipant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to par�cipate in covered transac�ons. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower �er prospec�ve par�cipants, each par�cipant may, but is not required to, check the System for Award Management website (htps://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the cer�ﬁca�on required by this clause. The knowledge and informa�on of the prospec�ve par�cipant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transac�ons authorized under paragraph (f) of these instruc�ons, if a par�cipant in a covered transac�on knowingly enters into a lower �er covered transac�on with a person who is suspended, debarred, ineligible, or voluntarily excluded from par�cipa�on in this transac�on, in addi�on to other remedies available to the Federal Government, the department or agency may terminate this transac�on for cause or default. 2 CFR 180.325. 2. Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – First Tier Par�cipants: a. The prospec�ve ﬁrst �er par�cipant cer�ﬁes to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from par�cipa�ng in covered transac�ons by any Federal department or agency, 2 CFR 180.335;. (2) Have not within a three-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 connec�on with obtaining, atemp�ng to obtain, or performing a public (Federal, State, or local) transac�on or contract under a public transac�on; viola�on of Federal or State an�trust statutes or commission of embezzlement, the�, forgery, bribery, falsiﬁca�on or destruc�on of records, making false statements, or receiving stolen property, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental en�ty (Federal, State or local) with commission of any of the oﬀenses enumerated in paragraph (a)(2) of this cer�ﬁca�on, 2 CFR 180.700 and 180.800; and (4) Have not within a three-year period preceding this applica�on/proposal had one or more public transac�ons (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d). (5) Are not a corpora�on that has been convicted of a felony viola�on under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implemen�ng appropria�ons act requirements); and (6) Are not a corpora�on with any unpaid Federal tax liability that has been assessed, for which all judicial and administra�ve remedies have been exhausted, or have lapsed, and that is not being paid in a �mely manner pursuant to an agreement with the authority responsible for collec�ng the tax liability (USDOT Order 4200.6 implemen�ng appropria�ons act requirements). b. Where the prospec�ve par�cipant is unable to cer�fy to any of the statements in this cer�ﬁca�on, such prospec�ve par�cipant should atach an explana�on to this proposal. 2 CFR 180.335 and 180.340. 3. Instruc�ons for Cer�ﬁca�on - Lower Tier Par�cipants: (Applicable to all subcontracts, purchase orders, and other lower �er transac�ons requiring prior FHWA approval or es�mated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220. a. By signing and submi�ng this proposal, the prospec�ve lower �er par�cipant is providing the cer�ﬁca�on set out below. b. The cer�ﬁca�on in this clause is a material representa�on of fact upon which reliance was placed when this transac�on was entered into. If it is later determined that the prospec�ve lower �er par�cipant knowingly rendered an erroneous cer�ﬁca�on, in addi�on to other remedies available to the Federal Government, the department, or agency with which this transac�on originated may pursue available remedies, including suspension and/or debarment. c. The prospec�ve lower �er par�cipant shall provide immediate writen no�ce to the person to which this proposal is submited if at any �me the prospec�ve lower �er par�cipant learns that its cer�ﬁca�on was erroneous by reason of changed circumstances. 2 CFR 180.365. d. The terms "covered transac�on," "debarred," "suspended," "ineligible," "par�cipant," "person," "principal," and "voluntarily excluded," as used in this clause, are deﬁned in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200. You may contact the person to which this proposal is submited for assistance in obtaining a copy of those regula�ons. “First Tier Covered Transac�ons” refers to any covered transac�on between a recipient or subrecipient of Federal funds and a par�cipant (such as the prime or general contract). “Lower Tier Covered Transac�ons” refers to any covered transac�on under a First Tier Covered Transac�on (such as subcontracts). “First Tier Par�cipant” refers to the par�cipant who has entered into a covered transac�on with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Par�cipant” refers any par�cipant who has entered into a covered transac�on with a First Tier Par�cipant or other Lower Tier Par�cipants (such as subcontractors and suppliers). e. The prospec�ve lower �er par�cipant agrees by submi�ng this proposal that, should the proposed covered transac�on be entered into, it shall not knowingly enter into any lower �er covered transac�on with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from par�cipa�on in this covered transac�on, unless authorized by the department or agency with which this transac�on originated. 2 CFR 1200.220 and 1200.332. f. The prospec�ve lower �er par�cipant further agrees by submi�ng this proposal that it will include this clause �tled "Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transac�on," without modiﬁca�on, in all lower �er covered transac�ons and in all solicita�ons for lower �er covered transac�ons exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220. g. A par�cipant in a covered transac�on may rely upon a cer�ﬁca�on of a prospec�ve par�cipant in a lower �er covered transac�on that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transac�on, unless it knows that the cer�ﬁca�on is erroneous. A par�cipant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to par�cipate in covered transac�ons. To verify the eligibility of its principals, as well as the eligibility of any lower �er prospec�ve par�cipants, each par�cipant may, but is not required to, check the System for Award Management website (htps://www.sam.gov/), which is compiled by the General Services Administra�on. 2 CFR 180.300, 180.320, 180.330, and 180.335. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the cer�ﬁca�on required by this clause. The knowledge and informa�on of par�cipant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transac�ons authorized under paragraph e of these instruc�ons, if a par�cipant in a covered transac�on knowingly enters into a lower �er covered transac�on with a person who is suspended, debarred, ineligible, or voluntarily 13 excluded from par�cipa�on in this transac�on, in addi�on to other remedies available to the Federal Government, the department or agency with which this transac�on originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325. 4. Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Par�cipants: a. The prospec�ve lower �er par�cipant cer�ﬁes, by submission of this proposal, that neither it nor its principals: (1) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from par�cipa�ng in covered transac�ons by any Federal department or agency, 2 CFR 180.355; (2) is a corpora�on that has been convicted of a felony viola�on under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implemen�ng appropria�ons act requirements); and (3) is a corpora�on with any unpaid Federal tax liability that has been assessed, for which all judicial and administra�ve remedies have been exhausted, or have lapsed, and that is not being paid in a �mely manner pursuant to an agreement with the authority responsible for collec�ng the tax liability. (USDOT Order 4200.6 implemen�ng appropria�ons act requirements) b. Where the prospec�ve lower �er par�cipant is unable to cer�fy to any of the statements in this cer�ﬁca�on, such prospec�ve par�cipant should atach an explana�on to this proposal. (G) Byrd An�-Lobbying Amendment (31 U.S.C. 1352). 1. The prospec�ve par�cipant cer�ﬁes, by signing and submi�ng this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for inﬂuencing or atemp�ng 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 connec�on with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any coopera�ve agreement, and the extension, con�nua�on, renewal, amendment, or modiﬁca�on of any Federal contract, grant, loan, or coopera�ve agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for inﬂuencing or atemp�ng 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 connec�on with this Federal contract, grant, loan, or coopera�ve agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instruc�ons. 2. This cer�ﬁca�on is a material representa�on of fact upon which reliance was placed when this transac�on was made or entered into. Submission of this cer�ﬁca�on is a prerequisite for making or entering into this transac�on imposed by 31 U.S.C. 1352. Any person who fails to ﬁle the required cer�ﬁca�on shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospec�ve par�cipant also agrees by submi�ng its bid or proposal that the par�cipant shall require that the language of this cer�ﬁca�on be included in all lower �er subcontracts, which exceed $100,000 and that all such recipients shall cer�fy and disclose accordingly. (H) Build America, Buy America Act (Pub. L. 177-58) All products must meet the Build America, Buy America Act (BABAA) requirements mandated by Title IX of the Infrastructure Investment and Jobs Act (“IIJA”), Pub. L. 177-58. Contractor shall include Manufacturer’s Cer�ﬁca�on for BABAA requirements with all applicable submitals. If a speciﬁc manufacturer is used in the bidding, a statement that Manufacturer will comply with BABAA must be included with the bid submission. Contractor shall comply with BABAA requirements, including coordina�on with manufacturers, distributors, and suppliers to correct deﬁciencies in any BABAA documenta�on. Engineer/Architect approval of shop drawings or samples shall include review of BABAA documenta�on. Contractor shall cer�fy upon comple�on that all work and materials have complied with BABAA requirements. For any change orders, Contractor shall provide BABAA documenta�on for any new products or materials required by the change. Installa�on of materials or products that are not compliant with BABAA requirements shall be considered defec�ve work. Contractor should ensure that Engineer/Architect has an approved Manufacturer’s Cer�ﬁca�on or waiver prior to items being delivered to the project site. By submi�ng an applica�on for payment, based in whole or in part on furnishing equipment or materials, Contractor cer�ﬁes that such equipment and materials, to contractor’s knowledge, are compliant with BABAA requirements. Page 1 of 5 RETAINAGE OPTION CONTRACTOR'S OPTION FOR RETAINED PERCENTAGE ON PUBLIC WORKS CONTRACTS Project: _______________________________________________________________________ Contractor: ___________________________________________________________________ RCW 60.28 as amended by (Chapter 223, laws of 1994) Regular Session allows each prime contractor on a Public Works contract the following options concerning the amount reserved as retainage from moneys earned by the contractor. Retainage Option Selection (Please Initial Selected Option) Retained in a non-interest bearing fund by the City until forty-five days following the final acceptance of said improvement or work as completed. Bond in lieu of retainage. Use City of Arlington Retainage Bond form. Complete and submit attached Retainage Bond section with Retainage Option selection. Deposited by the City in an interest bearing account or escrow account in a bank, mutual savings bank, or savings and loan association designated by the contractor (Form D-162), not subject to withdrawal until after the final acceptance of said improvement or work as completed, or until agreed to by both parties; PROVIDED, that interest on such account shall be paid to the contractor. Complete and submit attached Retainage Escrow Account section with Retainage Option selection. PRINCIPAL FIRM or COMPANY Signature Date Printed Name Title Name of Firm or Company Address City/State/Zip Approved as to form: ________________________________________________________ Department Director or Designee, City of Arlington Date Title Retainage Option Form Retainage Bond Option Form Page 2 of 5 RETAINAGE BOND To: City of Arlington, Washington Bond No: _____________________ Project: ______________________________________________ 1.The Principal and Surety hereby jointly and severally agree among themselves and with the Owner that every person or entity making a valid claim on the Retained Fund pursuant to RCW 60.28 ("Claimant") who has not been paid in full before the expiration of a period of forty-five (45) days after the completion of all Contract work may sue on this Retainage Bond for the use and benefit of the Claimant, prosecute the suit to final judgment for the sum justly due the Claimant, if any, and have execution on this Retainage Bond, all in accordance with and to the extent permissible under RCW 60.28. The Owner shall not be liable for the payment of any costs or expenses, including attorneys' fees, of any such suit. 2.No suit or action shall be commenced under this Retainage Bond by any Claimant: (a)Unless the Claimant has complied with the requirements of RCW 60.28, and (b)Other than in a state court of competent jurisdiction in and for Snohomish County, and not elsewhere. KNOW ALL BY THESE PRESENTS that ____________________________________________, a corporation organized and existing under the laws of the Sate of ________________ and authorized to do business in the State of Washington as Principal ("Principal") and __________________________________, a corporation organized and existing under the laws of the State of ______________ and authorized and admitted to transact business in the State of Washington as Surety ("Surety"), are jointly and severally held and bound unto the CITY OF ARLINGTON as Obligee ("Owner") for the use and benefit of Claimants defined below as beneficiaries of the trust fund created by RCW 60.28, in the amount of described below for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal entered into a contract with the Owner in accordance with Drawings, Specifications, and other Contract Documents, which contract is by reference made a part of this Retainage Bond ("Contract"); AND WHEREAS, the Contract and RCW 60.28 require the Owner to reserve from the monies earned by the Principal on estimates during the progress of the improvement or work a sum not to exceed 5% ("Retained Funds"); AND WHEREAS, Principal has requested under RCW 60.28.011(6) to submit a bond for all or a portion of the Retained Funds, and the Owner is required by the statute to accept a satisfactory bond in lieu of the Retained Funds unless it can demonstrate good cause for refusing it; AND WHEREAS, it is the intent of the Principal, the Surety, and the Owner that this Retainage Bond and any proceeds from it are subject to all claims and liens in the same manner and priority as set f orth for retained percentages in RCW 60.28; NOW THEREFORE, the condition of this obligation is that, if there are no valid claims by any person or entity arising under the Contract pursuant to RCW 60.28, and no payment due from the Principal to the State of Washington with respect to taxes imposed pursuant to Title 82 RCW or payments pursuant to RCW 50.42, then this obligation shall be void; otherwise, it shall remain in full force and effect, subject, however, to the following conditions: Retainage Bond Option Form Page 3 of 5 RETAINAGE BOND (cont’d) 3. The amount of this Retainage Bond consists of: (Check one of the following; if neither is checked, the first option shall apply) 5% of the final Contract Sum, including any increases due to change orders, quantities of work, new items of work, or other additions as the Owner may pay under the Contract, any and all future progress payments and 5% of any and all increases in the Contract Sum, or Dollars ($ ), which is a fixed portion of the Retained Funds. Any balance of the Retained Funds will continue to be withheld, and retainage will be withheld from any future progress payments or increases in the Contract Sum unless this Retainage Bond is amended or replaced. 4. The amount of this Retainage Bond shall be reduced by and to the extent of any payment or payments properly made under it. SIGNED AND SEALED this day of , 202 . PRINCIPAL SURETY Principal Signature Date Printed Name Title Surety Signature Date Printed Name Title Name, address, and telephone of local office/agent of Surety Company is: Approved as to form: City Attorney, City of Arlington Date Retainage Bond Option Form Page 4 of 5 RETAINAGE ESCROW ACCOUNT Escrow No. Bank or Trust Company Bank Account # Agency: City of Arlington Branch 238 N Olympic Ave . Arlington, WA 98223 Street Address Project Name: City, State, Zip Code The Undersigned, , herein referred to as the Contractor, has directed City of Arlington, and hereinafter referred to as the Agency, to deliver to you its warrants or checks, which shall be payable to you and the Contractor jointly. Such warrants or checks are to be held and disposed of by you in accordance with the following instructions and upon the terms and conditions hereinafter set forth. INSTRUCTIONS 1.Warrants or checks made payable to you and the Contractor jointly upon delivery to you shall be endorsed by you and forwarded for collection. The monies will then be used by you to purchase, as directed by the Contractor, bonds or other securities chosen by the Contractor and approved by the Agency. Attached is a list of the types of such bonds, or other securities approved by the Agency. Other bonds or securities, except stocks may be selected by the Contractor, subject to express written approval of the Agency. Purchase of such bonds or other securities shall be in a form which shall allow you alone to reconvert such bonds or other securities into money if you are required to do so by the Agency as provided in Paragraph 4 of the Escrow Agreement. 2.When and as interest on the securities held by you pursuant to this agreement accrues and is paid, you shall collect such interest and forward it to the Contractor at its address designated below unless otherwise directed by the Contractor. 3.You are not authorized to deliver to the Contractor all or any part of the securities held by you pursuant to this agreement (or any monies derived from the sale of such securities or the negotiation of the Agency’s warrants or checks) except in accordance with written instructions from the Agency. Compliance with such instructions shall relieve you of any further liability related thereto. The estimated completion date on the contract underlying this Escrow Agreement is subject to change as provided for by contract provisions. Retainage Bond Option Form Page 5 of 5 RETAINAGE ESCROW ACCOUNT (cont’d) 4.The Contractor agrees to pay you as compensation for your services hereunder as follows: Payment of all fees shall be the sole responsibility of the Contractor and shall not be deducted from any property placed with you pursuant to this agreement until and unless the Agency directs the release to the Contractor of the securities and monies held hereunder whereupon you shall be granted a first lien upon such property released and shall be entitled to reimburse yourself from such property for the entire amount of your fees as provided for herein above. In the event that you are made a party to any litigation with respect to the property held by you hereunder, or in the event that the conditions of this escrow are not promptly fulfilled or that you are required to render any service not provided for in these instructions or that there is any compensation for such extraordinary services from the Contractor and reimbursement from the Contractor for all costs and expenses, including attorney fees occasioned by such default, delay, controversy, or litigation. 5.This agreement shall not be binding until executed by the Contractor and the Agency and accepted by you. 6.This instrument contains the entire agreement between you, the Contractor and the Agency with respect to this escrow and you are not a party to nor bound by any instrument agreement other than this, you shall not be required to take notice of any default or any other matter, nor be bound by nor required to give notice or demand, nor required to take action whatever except as herein expressly provided; you shall not be liable for any loss or damage not caused by your own negligence or willful misconduct. 7.The foregoing provisions shall be binding upon assigns, successors, personal representatives, and heirs of the parties hereto. The undersigned have read and hereby approve the instruction as given about governing the administration of this escrow and do hereby execute this agreement on this day of , 202 . City of Arlington Contractor Agency Authorized Signature Authorized Signature 238 N Olympic Ave Address Address Arlington, WA 98223 City-State-Zip City-State-Zip The above escrow instruction received and accepted this day of , 202 . Bank or Trust Company Authorized Signature Payment and Performance Bond Page 1 of 2 PAYMENT AND PERFORMANCE BO ND to t he C ITY O F ARLINGTON, WASHINGTON THE CITY OF ARLINGTON, WASHINGTON (the "City") has awarded to ________________________________________ _____ ("Principal"), a contract for the construction of the project designated as ____________________________________ ("Contract"), and said Principal is required to furnish a payment and performance bond in accordance with RCW 39.08 and, where applicable, RCW 60 .28. The Principal and ________________________________________("Surety), a corporation organized under the laws of the State of ________________ and licensed to do business in the State of Washington as surety, are jointly and severally held and firmly bound to the City in the sum of________________________________________________US Dollars ($ _________________), subject to the provisions h erein. THE CONDITIONS OF THIS BOND ARE SUCH THAT, if the said Principal faithfully performs all of the provisions of the Contract in the manner and within the time therein set forth, or within such extension of time as may be granted under the Contract (notice of which extension being hereby waived by the Surety), and shall pay all laborers, mechanics, subcontractors and material suppliers, and all persons who supply said principal or subcontractors with provisions and supplies for the carrying on of the Contract work, and shall hold the City harmless from any loss or damage occasioned to any person or property by reason of any carelessness or negligence of the Principal, or any subcontractor in the performance of the Contract work, and shall hold the City harmless from any loss or damage occasioned to any person or property by reason of any carelessness or negligence of the Principal, or any subcontractor in the performance of the Contract work, and shall indemnify and hold harmless from any direct or indirect damage or expense by reason or failure of performance as specified in the Contract or from defects appearing or developing in the material or workmanship provided or performed under the Contract, then and in that event this obligation shall be void; but otherwise it shall be and remain in full force and effect until, at a minimum , claims filed in compliance with Chapter 39 .08 RCW are resolved and all other conditions set forth herein are satisfied. PROVIDED FURTHER, that if said Contract is a public improvement contract involving the construction, alteration, repair, or improvement of any highway, road , or street funded in whole or in part by federal transportation funds, then an additional condition of this bond shall be that this bond secures full payment to the State of Washington, including the departments of Revenue, Employment Security, and Labor and Industries, with respect to taxes imposed pursuant to Titles 50, 51, and 82 RCW which may be due. THE SURETY, FOR VALUE RECEIVED, FURTHER AGREES THAT no change, Payment and Performance Bond Page 2 of 2 extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond, and waives notice of any change, extension of time, alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modification and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. THE SURETY ACKNOWLEDGES that the City will execute the Contract after the date of execution of the power of attorney attached to this bond, and the Surety further represents that the power of attorney will be valid on the date of Contract execution. PRINCIPAL SURETY Signature Signature Print Name, Title Print Name, Title Date of Execution Date of Execution and Seal Name, address, and telephone of local office/agent of Surety is: APPROVED AND ACCEPTED this day of , 20 for the CITY OF ARLINGTON by: Departmental Approval: City Attorney Director NON-COLLUSION DECLARATION The undersigned bidder or agent, being duly sworn on oath, says that he/she has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him/her, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to include anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. He/She further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, free gift, commission or thing of value on account of such sale. I HEREBY DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF WASHINGTON THAT THE FOREGOING IS TRUE AND CORRECT. Dated this ______ day of ___________, 202__, at ____________________, WA _________________________________________________ (Name of Organization) _________________________________________________ (Name and Title of P erson Signing) _________________________________________________ (Signature) CERTIFICATION REGARDING INELIGIBLE CONTRACTORS ___________________________, certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Where the bidder is unable to certify to any of the statements in this certification, such bidder shall attach an explanation to this bid. The bidder certifies or affirms the truthfulness and accuracy of the contents of the statement submitted on or with this certification and understands that the provisions of 31 USC Section 3801, et seq., are applicable thereto. Authorized Official Signature Typewritten Name Title of Authorized Official Date Company Name CERTIFICATION OF RESTRICTIONS ON LOBBYING The undersigned certifies to the best of its knowledge or belief that it complies with 49 CFR Part 20 New Restrictions on Lobbying: 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 an agency, a member of Congress, an officer or employee of Congress, or an 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 any 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 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. 3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance is 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, USC. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Executed this _____ day of __________________, 202__. Authorized Official Signature Typewritten Name Title of Authorized Official NOTE: CONTRACTORS ARE REQUIRED, PURSUANT TO FEDERAL LAW, TO INCLUDE THE ABOVE LANGUAGE IN SUBCONTRACTS OVER $100,000, AND TO OBTAIN THIS CERTIFICATE FROM EACH SUBCONTRACTOR BEING PAID $100,000 OR MORE UNDER THIS CONTRACT. Company Name PROFESSIONAL SERVICE AGREEMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into in duplicate this ( ) day of ( ), by and between the CITY OF ARLINGTON, a Washington municipal corporation, hereinafter referred to as the "CITY" or “OWNER” and, Dowl, LLC hereinafter referred to as the "CONSULTANT". RECITALS: WHEREAS, the CITY desires to have certain services and/or tasks performed as set forth below requiring specialized skills and other supportive capabilities; and WHEREAS, sufficient CITY resources are not available to provide such services; and WHEREAS, the CONSULTANT represents that the CONSULTANT is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and/or tasks set forth in this Agreement. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the parties hereto agree as follows: 1. Scope of Services. The CONSULTANT shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as CONSULTANT responsibilities throughout this Agreement and as detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). CITY has relied upon the qualifications of CONSULTANT in entering into this Agreement. By execution of this Agreement, CONSULTANT represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all applicable current laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit “A” hereto. CONSULTANT shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. CONSULTANT will be responsible for the technical accuracy of its services and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. CONSULTANT agrees to correct any deficiencies discovered without additional compensation, except to the extent such deficiencies are directly attributable to deficiencies or omissions in City-furnished information. PROFESSIONAL SERVICE AGREEMENT 2 2. Term. The contract shall be completed by December 31, 2025, unless sooner terminated according to the provisions herein. 3. Compensation and Method of Payment. 3.1 Payments for services provided hereunder shall be made following the performance of such services, unless otherwise permitted by law and approved in writing by the CITY. 3.2 No payment shall be made for any service rendered by the CONSULTANT except for services identified and set forth in this Agreement. 3.3 The CITY shall pay the CONSULTANT for work performed under this Agreement as follows: CONSULTANT shall submit monthly invoices detailing work performed and expenses for which reimbursement is sought. CITY shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 CITY shall pay CONSULTANT for such services: (check one) Hourly: $ __________ per hour, plus actual expenses, but not to exceed a total of $___________ without an amendment to the contract. Fixed Sum: A total amount of $XXXXXXX in accordance with the fee schedule contained in Exhibit B for all work performed and expenses incurred under this contract. Other: An hourly fee plus reimbursement of expenses per the scope of work attached as Exhibit A, but not to exceed $99,560 for all work performed and expenses incurred under this contract. 4. Reports and Inspections. 4.1 The CONSULTANT at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement. 4.2 The CONSULTANT shall at any time during normal business hours and as often as the CITY or State Auditor may deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the CITY or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The CITY shall receive a copy of all audit reports made by the agency or firm as to the CONSULTANT'S activities. The CITY may, at its discretion, conduct an audit at its expense, using its own or outside auditors, PROFESSIONAL SERVICE AGREEMENT 3 of the CONSULTANT'S activities which relate, directly or indirectly, to this Agreement. 5. Independent Contractor Relationship. 5.1 The parties intend that an independent CONSULTANT/CITY relationship will be created by this Agreement. The CITY is interested primarily in the results to be achieved; subject to paragraphs herein, the implementation of services will lie solely with the discretion of the CONSULTANT. No agent, employee, servant or representative of the CONSULTANT shall be deemed to be an employee, agent, servant or representative of the CITY for any purpose, and the employees of the CONSULTANT are not entitled to any of the benefits the CITY provides for its employees. The CONSULTANT will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors or representatives during the performance of this Agreement. 5.2 In the performance of the services herein contemplated the CONSULTANT is an independent contractor with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the CITY and shall be subject to the CITY'S general rights of inspection and review to secure the satisfactory completion thereof. 6. CONSULTANT Employees/agents The CITY may at its sole discretion require the CONSULTANT to remove any employee, agent or servant from employment on this Project. The CONSULTANT may however employ that (those) individual(s) on other non-CITY related projects. 7. Hold Harmless/Indemnification. 7.1 CONSULTANT shall indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the negligence of the CITY. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONSULTANT and the CITY, its officers, officials, employees, and volunteers, the CONSULTANT's liability, including the duty and cost to defend, hereunder shall be only to the extent of the CONSULTANT's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall PROFESSIONAL SERVICE AGREEMENT 4 survive the expiration or termination of this Agreement, though no indemnification claim shall lie after any applicable underlying limitation of action(s) has run. 8. Insurance. The CONSULANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 8.1 Insurance Term. The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 8.2 No Limitation. The CONSULTANT’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the CITY’s recourse to any remedy available at law or in equity. 8.3 Minimum Scope of Insurance. The CONSULTANT shall obtain insurance of the types and coverage described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be as least as broad as Insurance Services Office (ISO) form CA 00 01. b. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The CITY shall be named as an additional insured under the CONSULTANT’s Commercial General Liability insurance policy with respect to the work performed for the CITY using an additional insured endorsement at least as broad as ISO CG 20 26. c. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance appropriate to the CONSULTANT’s profession. 8.4 Minimum Amounts of Insurance. The CONSULTANT shall maintain the following insurance limits: PROFESSIONAL SERVICE AGREEMENT 5 a. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. c. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 8.5 Other Insurance Provision. The CONSULTANT’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the CITY. Any insurance, self-insurance, or self-insured pool coverage maintained by the CITY shall be excess of the CONSULTANT’s insurance and shall not contribute with it. 8.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V. 8.7 Verification of Coverage. The CONSULTANT shall furnish the CITY with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the CONSULTANT before commencement of the work. 8.8 Notice of Cancellation. The CONSULTANT shall provide the CITY with written notice of any policy cancellation within two business days of their receipt of such notice. 8.9 Failure to Maintain Insurance. Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days’ notice to the CONSULTANT to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the CONSULTANT from the CITY. 8.10 CITY Full Availability of CONSULTANT Limits. If the CONSULTANT maintains higher insurance limits than the minimums shown above, the CITY shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the CONSULTANT, irrespective of whether such PROFESSIONAL SERVICE AGREEMENT 6 limits maintained by the CONSULTANT are greater than those required by this contract or whether any certificate of insurance furnished to the CITY evidences limits of liability lower than those maintained by the CONSULTANT. 9. Treatment of Assets. Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY shall become the owner of the work product and other documents, if any, prepared by the CONSULTANT pursuant to this Agreement. 10. Compliance with Law/FAA Requirements. 10.1 The CONSULTANT, in the performance of this Agreement, shall comply with all applicable federal, state or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 10.2 The CONSULTANT specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 10.3 Access to Records and Reports. The CONSULTANT must maintain an acceptable cost accounting system. The CONSULTANT agrees to provide the sponsor, the Federal Aviation Administration, and the Comptroller General of the United States oir duly authorized representatives, access to any books, documents, papers, and records of the CONSULTANT which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The CONSULTANT agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 10.4 General Civil Rights Provisions. The CONSULTANT agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the CONSULTANT and subtier contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 10.5 Title VI Solicitation Notice: The CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. PROFESSIONAL SERVICE AGREEMENT 7 10.6 Compliance with Nondiscrimination Requirements. During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees as follows: a. Compliance with Regulations: The CONSULTANT will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. b. Non-discrimination: The CONSULTANT, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, Including Procurements 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 procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the CONSULTANT of the CONSULTANT’s obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. d. Information and Reports: The CONSULTANT will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish the information, the CONSULTANT will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of a CONSULTANT’s noncompliance with the Nondiscrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: PROFESSIONAL SERVICE AGREEMENT 8 1. Withholding payments to the CONSULTANT under the contract until the CONSULTANT complies; and/or 2. Cancelling, terminating, or suspending a contract, in whole or in part. f. Incorporation of Provisions: The CONSULTANT will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, Required Contact Provisions Issued on January 29, 2016 Page 19 AIP Grants and Obligated Sponsors Airports (ARP) unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The CONSULTANT will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the CONSULTANT becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the CONSULTANT may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the CONSULTANT may request the United States to enter into the litigation to protect the interests of the United States. 10.7 Applicable Nondiscrimination Statutes. During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); PROFESSIONAL SERVICE AGREEMENT 9 • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 10.8 Texting While Driving. In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While Driving” (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. In support of this initiative, the Owner encourages the CONSULTANT to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The CONSULTANT PROFESSIONAL SERVICE AGREEMENT 10 must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. 10.9 Energy Conservation Requirements. CONSULTANT and its subcontractors agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201et seq). 10.10 Federal Fair Labor Standards Act. All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The CONSULTANT has full responsibility to monitor compliance to the referenced statute or regulation. The CONSULTANT must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. 10.11 Occupational Safety and Health Act of 1970. All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. CONSULTANT must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The CONSULTANT retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). CONSULTANT must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. 10.12 Trade Restriction Certification. By submission of an offer, the CONSULTANT certifies that with respect to this solicitation and any resultant contract, the CONSULTANT - a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (U.S.T.R.); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and c. has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may PROFESSIONAL SERVICE AGREEMENT 11 render the maker subject to prosecution under Title 18, United States Code, Section 1001. The CONSULTANT must provide immediate written notice to the Owner if the CONSULTANT learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The CONSULTANT must require subcontractors provide immediate written notice to the CONSULTANT if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a CONSULTANT or subcontractor: (1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or (2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or (3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of CONSULTANT is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The CONSULTANT agrees that it will incorporate this provision for certification without modification in in all lower tier subcontracts. The CONSULTANT may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the CONSULTANT has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the CONSULTANT or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 10.13 Veteran’s Preference. In the employment of labor (excluding executive, administrative, and supervisory positions), the CONSULTANT and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as PROFESSIONAL SERVICE AGREEMENT 12 defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. 10.14 Certification Regarding Lobbying. The CONSULTANT certifies by signing and submitting this agreement, 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 CONSULTANT, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an 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 any 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 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. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 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 and not more than $100,000 for each such failure. 10.15 Clean Air and Water Pollution Control. CONSULTANT agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The CONSULTANT agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. CONSULTANT must include this requirement in all subcontracts that exceeds $150,000. PROFESSIONAL SERVICE AGREEMENT 13 10.16 Certification of CONSULTANT regarding Debarment. The CONSULTANT certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. 10.17 Certification of CONSULTANT regarding Tax Delinquency and Felony Convictions 1) CONSULTANT represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2) The CONSULTANT represents that it is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. 10.18 Disadvantaged Business Enterprises Provisions. CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Owner deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non-responsible. 10.19 Compliance with Applicable Federal Laws and Regulations. Contractor agrees to comply with all other applicable federal laws and regulations governing the provision of professional services on federally funded projects, including but not limited to the Federal Acquisition Regulation (FAR), 48 CFR , Competition in Contracting Act (CICA), Brooks Act, Federal Acquisition Streamlining Act (FASA), Service Contract Act (SCA), Anti-Kickback Act, False Claims Act (FCA), and any agency-specific regulations applicable to the project. Contractor further agrees to adhere to ethical standards and guidelines set forth by the contracting agency and to refrain from engaging in any conduct that would violate federal law or compromise the integrity of the procurement process. Contractor acknowledges that failure to comply with these requirements may result in termination of the contract and/or other remedies available to the contracting agency, including but not limited to suspension or debarment from future government contracts. 11. Breach of Contract. Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. PROFESSIONAL SERVICE AGREEMENT 14 Owner will provide CONSULTANT written notice that describes the nature of the breach and corrective actions the CONSULTANT must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to CONSULTANT until such time the CONSULTANT corrects the breach or the Owner elects to terminate the contract. The Owner’s notice will identify a specific date by which the CONSULTANT must correct the breach. Owner may proceed with termination of the contract if the CONSULTANT fails to correct the breach by deadline indicated in the Owner’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. 12. Assignment/subcontracting. 12.1 The CONSULTANT shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the CITY, and it is further agreed that said consent must be sought in writing by the CONSULTANT not less than thirty (30) days prior to the date of any proposed assignment. The CITY reserves the right to reject without cause any such assignment. 12.2 Any work or services assigned hereunder shall be subject to each provision of this Agreement and proper bidding procedures where applicable as set forth in local, state and/or federal statutes, ordinances and guidelines. 12.3 Any technical/professional service subcontract not listed in this Agreement, must have express advance approval by the CITY. 13. Changes. Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parties. Such amendments shall be attached to and made part of this Agreement. 14. Maintenance and Inspection of Records. 14.1 The CONSULTANT shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICE AGREEMENT 15 14.2 The CONSULTANT shall retain all books, records, documents and other material relevant to this agreement, for six (6) years after its expiration. The CONSULTANT agrees that the CITY or its designee shall have full access and right to examine any of said materials at all reasonable times during said period. 15. Other Provisions. If changes in state law necessitate that services hereunder be expanded, the parties shall negotiate an appropriate amendment. If after thirty (30) days of negotiation, agreement can not be reached, this Agreement may be terminated by the CITY no sooner than sixty (60) days thereafter. 16. Termination. 16.1 Termination for Convenience. a. The Owner may, by written notice to the CONSULTANT, terminate this Agreement for its convenience and without cause or default on the part of CONSULTANT. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. b. Upon termination of the Agreement, the CONSULTANT must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. c. Owner agrees to make just and equitable compensation to the CONSULTANT for satisfactory work completed up through the date the CONSULTANT receives the termination notice. Compensation will not include anticipated profit on non-performed services. d. Owner further agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 16.2 Termination for Cause. Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this PROFESSIONAL SERVICE AGREEMENT 16 clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the CONSULTANT to: 1. Perform the services within the time specified in this contract or by Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the CONSULTANT must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the CONSULTANT must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the CONSULTANT for satisfactory work completed up through the date the CONSULTANT receives the termination notice. Compensation will not include anticipated profit on non- performed services. Owner further agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the CONSULTANT was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by CONSULTANT: The CONSULTANT may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the CONSULTANT in accordance with the terms of this Agreement; 3. Suspends the Project for more than 180 days due to reasons beyond the control of the CONSULTANT. Upon receipt of a notice of termination from the CONSULTANT, Owner agrees to cooperate with CONSULTANT for the purpose of terminating the agreement or PROFESSIONAL SERVICE AGREEMENT 17 portion thereof, by mutual consent. If Owner and CONSULTANT cannot reach mutual agreement on the termination settlement, the CONSULTANT may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner’s breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the CONSULTANT through the effective date of termination action. Owner agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 17. Notice. Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the parties on the last page of this Agreement. 18. Attorneys Fees and Costs. If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 19. Jurisdiction and Venue. 19.1 This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by laws of the State of Washington, both as to interpretation and performance. 19.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 20. Severability. 20.1 If, for any reason, any part, term or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 20.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith PROFESSIONAL SERVICE AGREEMENT 18 shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 21. Entire Agreement. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first hereinabove written. CITY OF ARLINGTON CONSULTANT: Dowl, LLC ______________________________ ____________________________ Don E. Vanney, Mayor Attest: ________________________________ Wendy Van Der Meersche, City Clerk Page 1 of 1 TASK ORDER #4 EXHIBIT A: SCOPE OF WORK City of Arlington – Arlington Municipal Airport (AWO) Perimeter Fencing Improvements Project Phase 2: Construction Administration This project will be completed under the Professional Services Agreement between the City of Arlington and DOWL, LLC, (CONSULTANT) dated ( ). Project Description The project includes the following improvements to the Arlington Municipal Airport (AWO), as shown in the attached Figure 1. Airport Perimeter Fencing (AIP Eligible): 1. Removal and replacement of approximately 3,700 linear feet of existing 3-wire perimeter fence at the southwest, south, and southeast corners of the airport adjacent to 51st Ave NE, 172nd St NE (SR 531), and 59th Ave NE respectively with new 8-foot chain-link fence. New fence will include 3-strand barbed wire, and all fencing materials will meet FAA Technical Specification F-162 contained in FAA AC 150/5370-10H. One manual swing gate will be removed and replaced along the south segment to provide FAA maintenance access to the Medium Intensity Approach Lighting System with Runway Alignment Indicator Lights (MALSR). Page 2 of 3 PHASE 2: CONSTRUCTION ADMINISTRATION Project Fee Estimate The CONSULTANT fee estimate is included as Exhibit B. 2.1 GENERAL PROJECT MANAGEMENT The CONSULTANT will provide project management services: a) The Project Manager will manage the project, provide administration services, and liaison with the AIRPORT and FAA for up to 12 months. b) The Project Manager will prepare up to 12 monthly invoices with progress reports. 2.2 PRE-CONSTRUCTION ACTIVITIES Prior to the start of construction, the CONSULTANT will provide the following services: a) The Project Manager and Resident Engineer will review the contractor’s proposed schedule with the AIRPORT prior to the preconstruction meeting, including anticipated material lead times and production rates. b) The Resident Engineer will review the contractor’s Safety Plan Compliance Document (SPCD) and provide comments, if any. c) The Project Manager, Resident Engineer, and Inspector will conduct a pre -construction conference at the airport to: a. Review the Construction Safety and Phasing Plan (CSPP) with the contractor b. Review the contractor’s proposed schedule with the AIRPORT and contractor c. Attend the mandator vehicle driving training, as required by the AIRPORT 2.3 SUBMITTAL REVIEW The Resident Engineer and Inspector will: a) Review and provide responses for up to six (6) contractor submittals for conformance with plans and specifications b) Maintain a submittal log with all submittals received to date, and the status and response of each submittal. c) Incorporate AIRPORT comments and compile and send all formal submittal responses to the contractor. 2.4 CONSTRUCTION ADMINISTRATION (CA) & INSPECTION The CONSULTANT will provide CA and inspection services including: a) The Inspector will provide construction inspection services throughout the duration of construction (25 working days, 10-hour days). a. The inspector will monitor and document construction progress, confirm conformance with schedule, plans and specifications, measure and document construction pay quantities, document significant conversations or situations, document input or visits by loca l authorities, etc., and photograph daily construction activities. b) The Project Manager will conduct up to five (5) weekly meetings on-site to coordinate progress of construction with the airport, airport tenants, and the contractor, for up to four (4). c) The inspector will prepare inspector daily reports documenting construction progress, materials used, number of workers and work progress, and equipment used. d) The Resident Engineer (Engineer of Record) will attend up to two (2) site visits, for up to eight (8) hours. e) The Resident Engineer will preparation of up to two (2) Contractor progress payment requests. f) The inspector will prepare up to two (2) Field Note Records (FNR) to support Contractor Progress Payments. City of Arlington – Arlington Municipal Airport (AWO) Perimeter Fencing Improvements Project Phase 2: Construction Administration Page 3 of 3 a. Field Note Records will include backup documentation for the quantities constructed during each month of work. g) The Project Manager and Resident Engineer will prepare up to one (1) construction change order. h) The Resident Engineer will respond to up to three contractor requests for information. i) The Resident Engineer and inspector will review all weekly certified payrolls (prime and subcontractors) monthly prior to the pay request and provide tracking spreadsheet to the AIRPORT. j) The Resident Engineer will review “Statement of Intent to Pay Prevailing Wage” and “Affidavit of Wages Paid” forms for prime Contractor and subcontractors. k) The Inspector will conduct prime contractor and subcontractor employee wage interviews for all employees performing work on site. l) The Project Manager will prepare weekly meeting agenda and meeting minutes (5 meetings estimated). m) The Project Manager and Resident Engineer will prepare FAA weekly reports with progress photos for every week the contractor is working at the airport (5 reports estimated). 2.5 FINAL INSPECTION The CONSULTANT will provide the following final inspection services including: a) The Resident Engineer and Inspector will attend the final inspection with Airport personnel and the contractor. b) The Resident Engineer will prepare a punch list for the contractor, if required. c) The Resident Engineer and Inspector will attend one (1) follow-up inspection when the contractor has completed the punch list. 2.6 RECORD DRAWINGS The CONSULTANT will prepare record drawings incorporating documented changes by the Resident Engineer, Inspector, and contractor throughout construction. 2.7 PROJECT CLOSEOUT The CONSULTANT will provide the following project closeout services including: a) The Resident Engineer and Inspector will prepare and submit separately to the AIRPORT and FAA for review a draft FAA Final Report per FAA 620-05 Standard Handout for Final Reports including: a. Final Payment Summary b. Draft final reimbursement request c. Draft final (SF425/SF271) b) The Resident Engineer and Inspector will review and incorporate AIRPORT and FAA comments and submittal the FAA Final Report for approval. c) The Resident Engineer will provide an As-Build Airport Layout Plan including memo. 2.8 GRANT ASSISTANCE The CONSULTANT will provide the AIRPORT with the following grant assistance: a) The Project Manager will prepare up to four (4) FAA Quarterly Reports and submit to the FAA. City of Arlington – Arlington Municipal Airport (AWO) Perimeter Fencing Improvements Project Phase 2: Construction Administration Page 4 of 3 Scope Assumptions: a) The construction will occur during the summer of 2024 and will last 25 working days. b) This project will be completed between July 2024 and July 2025. c) A Construction Management Plan is not required. d) The AIRPORT will provide airport vehicle driver training at the airport. e) The CONSULTANT will develop and provide inspector daily reports for each day of construction on site. f) One full-time inspector will be onsite for 5 days per week for the full 25-day construction period at 10 hours per day. g) The Resident Engineer will provide two site visits throughout construction to verify construction progress. h) The Project Manager will attend all weekly meetings and remain on site for construction for up to 8 hours per week. i) Contractor Progress Payments will be developed by the CONSULTANT. j) Contractor prevailing wage rate interviews will be conducted by the CONSULTANT. k) CONSULTANT will develop Field Note Records to support contractor progress payments. l) Annual DBE Participation Reporting will be completed under Task Order #5. Scope Deliverables: The following documents, exhibits, or other presentations for work covered by this Agreement will be furnished by the CONSULTANT to the AIRPORT and/or FAA as noted. TASK TASK NAME DELIVERABLE TO FORMAT 2.1 General Project Management Invoice & Progress Report AIRPORT PDF via Email 2.2 Pre-Construction Activities Pre-Construction Agenda AIRPORT PDF via Email Pre-Construction Meeting Minutes AIRPORT PDF via Email 2.3 Submittal Review Submittal Responses AIRPORT PDF via Email 2.4 CA & Inspection IDRs AIRPORT PDF via Email FAA Weekly Report/Photos AIRPORT & FAA PDF via Email Weekly Meeting Agenda AIRPORT PDF via Email Weekly Meeting Minutes AIRPORT PDF via Email Payroll Tracking AIRPORT Excel via Email Certified Payroll Review AIRPORT PDF via Email Contractor Progress Payment AIRPORT & FAA PDF via Email Wage Rate Reviews AIRPORT PDF via Email 2.5 Final Inspection Punchlist AIRPORT PDF via Email 2.6 Record Drawings Record Drawings AIRPORT & FAA PDF via Email 2.7 Project Closeout Draft Final Report AIRPORT & FAA PDF via Email Final Report AIRPORT & FAA PDF via Email As-Built ALP & Memo AIRPORT & FAA PDF via Email 2.8 Grant Assistance FAA Quarterly Report AIRPORT & FAA PDF via Email Client:Arlington Municipal Airport (AWO) Project:Perimeter Fencing Improvements Project Date:6/7/2024 Phase:02 - Construction Administration LABOR: TASK Senior Engineering Acct. NO.TASK (Scope of Services)Manager II Engineer IV Engineer II Tech. VI Tech.TOTAL LABOR 260.00 190.00 145.00 175.00 120.00 HOURS COST 2.1 Project Management 9 18 0 0 12 39 7,200$ a General Project Management (12 months)6 12 18 3,840$ a Invoices & Progress Reports (12 Invoices)3 6 12 21 3,360$ 2.2 Pre-Construction Activities 8 10 6 0 0 24 4,850$ a Review Schedule with Airport 4 4 8 1,800$ b Review SPCD 2 2 4 670$ c Conduct Pre-Construction Conference 4 4 4 12 2,380$ 2.3 Submittal Review 2 8 18 0 0 28 4,650$ a Submittal Reviews (6)6 12 18 2,880$ b Submittal Log 6 6 870$ c Submittal Responses 2 2 4 900$ 2.4 Construction Administration & Inspection 28 43 315 6 0 392 62,175$ a Construction Inspection (25 days, 10 hrs/day)250 250 36,250$ b Weekly Construction Meeting (PM - 5 days, 4 hrs/day)20 20 5,200$ c Inspector Daily Reports (25)6 12 18 2,880$ d Engineer Inspection (2 days, 8 hrs/day)16 16 3,040$ e Contractor Progress Payments 2 4 6 1,280$ f Field Note Records 2 8 10 1,540$ g Change Order (1)1 4 4 6 15 2,650$ h Requests for Information (3)6 6 12 2,010$ i Certified Payroll Review 5 20 25 3,850$ j Labor Documentation Review 5 5 725$ k Employee Wage Rate Interview 5 5 725$ l Weekly Meeting Agenda and Minutes 5 5 1,300$ m FAA Weekly Reports 5 5 725$ 2.6 Final Inspection 0 9 12 0 0 21 3,450$ a Final Inspection 4 4 8 1,340$ b Punch list 1 4 5 770$ c Closeout Inspection 4 4 8 1,340$ 2.7 Record Drawings 2 4 8 8 0 22 3,840$ a Record Drawings 2 4 8 8 22 3,840$ 2.8 Project Closeout 5 12 38 4 0 59 9,790$ a Draft FAA Construction Final Report/Project Summary 2 8 26 36 5,810$ b FAA Construction Final Report/Project Summary 1 4 12 17 2,760$ c ALP Update & Narrative 2 4 6 1,220$ 2.9 Grant Assistance 0 4 0 0 0 4 760$ a FAA Quarterly/Annual Performance Reports 4 4 760$ Labor Subtotal 54 108 397 18 12 589 96,715$ Expenses Mileage (per vehicle)35 Trips @ 100 Miles R.T at 0.67$ / mile 2,345$ Plotting / Reproductions (Record Drawings)500$ Total Expenses 2,845$ Subconsultants Markup (N/A) 0%-$ Total Subconsultants -$ TOTAL FEE (Phase 2 - Construction Administration)99,560$ EXHIBIT B-1: CONSULTANT FEE ESTIMATE DOWL PROJECT TEAM \\dowl.com\j\Projects\72\15001-08\10PM\Scope and Fee\CA Scope and Fee\EXHIBIT B - Fee Estimate - AWO Perimeter Fencing CA.xlsx City of Arlington Council Agenda Bill Item: NB #8 Attachment L COUNCIL MEETING DATE: July 1, 2024 Taxiway Alpha Improvements Project – Bid Award (Construction Contract), Construction Administration Professional Services Agreement, and Grant Acceptance Recommendation to Award, Construction Contract, and Construction Administration Professional Services Agreement Airport; Marty Wray, Director 360-403-3477 EXPENDITURES REQUESTED: $6,306,497.01 BUDGET CATEGORY: CIP Fund BUDGETED AMOUNT: LEGAL REVIEW: (previously approved), construction, and construction administration services. SRV Construction came in as the lowest bidder for construction at $5,876,497.01. Staff is requesting that City Council authorize the Mayor to sign the contract with SRV Construction in the amount of $5,876,497.01. Staff is also requesting that City Council authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $430,000.00 (current contracted on-call engineer for the City of Arlington Airport) for project construction administration services. Airport staff is required by the FAA to complete an Independent Fee Estimate (IFE) for DOWL’s construction administration scope and fee, which is currently being completed. Therefore, staff is requesting that the City Council approve an amount higher than DOWL’s estimate of $388,514.00. Staff is requesting that the City Council authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer subject to grant award for the Taxiway Alpha Improvements Project. The total project cost was higher than what was budgeted and will be amended in the fall. The original estimate did not include the aircraft holding bay that was added late in design based on airport user feedback. DOWL was able to incorporate into their existing design budget, but there were additional costs for construction and construction mill and overlay of Taxiway Alpha is necessary to extend the pavement life and to improve safety by bringing connector taxiway configurations into compliance with FAA design standards. City Council approved the design of this project at their April 1, 2024 meeting in the amount not to exceed $290,788.00. City of Arlington Council Agenda Bill Item: NB #8 Attachment L ALTERNATIVES Remand to staff for additional information. RECOMMENDED MOTION: I move to authorize the Mayor to sign the contract with SRV Construction in the amount of $5,876,497.01 for the Taxiway Alpha Improvements Project; to authorize the Mayor to sign the Professional Services Agreement with DOWL in the amount not to exceed $430,000.00 for construction administration services (subject to the IFE being approved by the FAA); and to authorize the Mayor and City Attorney to sign the WSDOT Airport Aid Grant offer and FAA Grant offer, Page 1 of 26 Construction Contract - Federal (Rev 1.1.2024) CONSTRUCTION CONTRACT FOR FEDERALLY FUNDED PROJECTS Project Name___________________________________________________ Project # ___________ THIS CONTRACT, is made and entered into in duplicate this day of , 202_, by and between the CITY OF ARLINGTON, a municipal corporation of the State of Washington, hereafter called the “CITY”, and (CONTRACTOR NAME) hereafter referred to as the “CONTRACTOR”. WHEREAS, the CITY desires , and WHEREAS, the CONTRACTOR is qualified, willing and able to perform the necessary work. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, to be kept, performed and fulfilled by the respective parties thereto, and other valuable considerations, it is mutually agreed as follows: 1.SCOPE OF SERVICES CONTRACTOR agrees to perform the services described in the attached Scope of Work and/or proposal which is attached hereto as Exhibit ”A” and is herein incorporated by reference. 2.TERM 2.1 No work is to be performed prior to written notice by the CITY to proceed. 2.2 All work under this Contract is to be done within of notice to proceed. 3.COMPENSATION AND METHOD OF PAYMENT 3.1 CITY shall pay CONTRACTOR for the work performed under this Contract: (check one) (please include all applicable taxes and fees) Hourly: $ per hour but not more than a total of $_______________. Fixed Sum: a total amount of $ . Other: _____________________________________________________. for all work performed and expenses incurred under this Contract. Page 2 of 26 Construction Contract - Federal (Rev 1.1.2024) 3.2 The CONTRACTOR shall do all work and furnish all tools, materials, and equipment for ____________________ , which includes any applicable sales or use tax, in accordance with and as described in the attached plans and specifications and the Standard Specifications for Municipal Public Works Construction, which are by this reference incorporated herein and made a part hereof, and shall perform any alterations in or additions to the work provided under this Contract and every part thereof. 3.3 The CONTRACTOR shall maintain time and expense records and report them to the CITY monthly; and shall submit invoices to the CITY monthly for payment for work performed to the date of the invoice. Invoices shall be in a format acceptable to the CITY. 3.4 The CITY shall pay all invoices from the CONTRACTOR by mailing a CITY warrant within 30 days of receipt of a properly completed invoice. 3.5 All records and accounts pertaining to this Contract are to be kept available for inspection by representatives of the CITY for a period of three (3) years after final payment. Copies shall be made available to the CITY upon request. 3.6 If during the course of the Contract, the work rendered does not meet the requirements set forth in the Contract, the CONTRACTOR shall correct or modify the required work to comply with the requirements of the Contract. The CITY shall have the right to withhold payment for such work until it meets the requirements of the Contract. 4.PREVAILING WAGE 4.1 This Contract is subject to the requirements of Chapter 39.12 RCW, and as it may be amended, relating to prevailing wages. On Public Works projects, funded in part or in whole with Federal funds, Federal wages laws and regulations shall also be applicable. NO WORKER, LABORER OR MECHANIC EMPLOYED IN THE PERFORMANCE OF ANY PART OF THIS CONTRACT SHALL BE PAID LESS THAN THE PREVAILING RATE OR WAGE as determined by the Industrial Statistician of the Department of Labor and industries for the State of Washington. The schedule of prevailing wage rates for this Contract is attached hereto and by this reference made a part of this Contract as though fully set forth herein. 4.2 Prior to making any payment under this Contract, the CITY must receive an approved copy of the “Statement of Intent to Pay Prevailing Wages on Public Works Contracts” from the Department of Labor and Industries. 4.3 It is the CONTRACTOR’s responsibility to obtain and file the Statement. The CONTRACTOR shall be responsible for all filing fees. Each invoice shall include a signed statement that prevailing wages have been paid by the CONTRACTOR and all subcontractors. Following the final acceptance of services rendered, CONTRACTOR shall submit an “Affidavit of Wages Paid” which must be certified by the Industrial Statistician of the Department of Labor and Industries. Page 3 of 26 Construction Contract - Federal (Rev 1.1.2024) 5.REPRESENTATIONS CITY has relied upon the qualifications of CONTRACTOR in entering into this Contract. By execution of this Contract, CONTRACTOR represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all applicable current laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit “A” hereto. 6.STANDARD OF CARE CONTRACTOR shall exercise the degree of skill and diligence normally employed by contractors engaged in the same profession, and performing the same or similar services at the time such services are performed. CONTRACTOR will be responsible for the technical accuracy of its services and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. CONTRACTOR agrees to correct any deficiencies discovered without additional compensation, except to the extent such deficiencies are directly attributable to deficiencies or omissions in City-furnished information. 7.RESPONSIBILITY OF CONTRACTOR 7.1 Safety. CONTRACTOR shall take all necessary precautions for the safety of employees on the work site and shall comply with all applicable provisions of Federal, State, and municipal safety laws. 7.2 Corrections of Defects. CONTRACTOR shall be responsible for correcting all defects in workmanship and/or materials discovered within one year after acceptance of this work. When corrections of defects are made, CONTRACTOR shall be responsible for correcting all defects in workmanship and/or materials in the corrected work for one year after acceptance of the corrections by the CITY. The CONTRACTOR shall start work to remedy such defects within seven (7) days of mailing notice of discovery thereof by the CITY and shall complete such work within a reasonable time. In emergencies where damage may result from delay or where loss of service may result, such corrections may be made by the CITY, in which case the cost shall be borne by the CONTRACTOR. In the event the CONTRACTOR does not accomplish corrections at the time specified, the work will be otherwise accomplished and the cost of same shall be paid by the CONTRACTOR. 7.3 Warranty. CONTRACTOR shall be responsible for correcting all defects in workmanship and material in a responsible period of time, after said work is completed. CONTRACTOR shall start work to remedy such defects within seven (7) days of mailing notice of discovery thereof by the CITY and shall complete such work in a reasonable time. In emergencies where damage may result from delay or where loss of service may result, such correction may be made by the CITY, in which case the cost shall be borne by the CONTRACTOR. In the event the CONTRACTOR does not accomplish corrections at the time specified, the work will be otherwise accomplished and the cost of same shall be paid by the CONTRACTOR. Page 4 of 26 Construction Contract - Federal (Rev 1.1.2024) CONTRACTOR shall be liable for any costs, losses, expenses or damages, including consequential damages, suffered by the CITY resulting from defects in the CONTRACTOR's work including, but not limited to, cost of materials and labor extended by the CITY in making emergency repairs and cost inspection and supervision of the CITY. CONTRACTOR shall hold the CITY harmless from any and all claims which may be made against the CITY as a result of any defective work and the CONTRACTOR shall defend any such claims at his own expense. Where materials or procedures are not specified in the contract, the CITY relies on the professional judgment of the CONTRACTOR to make appropriate selections. 7.4 Nondiscrimination. 7.4.1 Nondiscrimination Requirement. During the term of this Contract, CONTRACTOR, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, CONTRACTOR, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which CONTRACTOR, or subcontractor, has a collective bargaining or other agreement. 7.4.2 Obligation to Cooperate. CONTRACTOR, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that CONTRACTOR, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). 7.4.3 Default. Notwithstanding any provision to the contrary, Agency may suspend CONTRACTOR, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Agency receives notification that CONTRACTOR, including any subcontractor, is cooperating with the investigating state agency. In the event CONTRACTOR, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Agency may terminate this Contract in whole or in part, and CONTRACTOR, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. CONTRACTOR or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court- ordered injunctive relief or settlement agreement. 7.4.4 Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, CONTRACTOR, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Agency shall have the Page 5 of 26 Construction Contract - Federal (Rev 1.1.2024) right to deduct from any monies due to CONTRACTOR or subcontractor, or that thereafter become due, an amount for damages CONTRACTOR or subcontractor will owe Agency for default under this provision. 7.5 Employment. Any and all employees of the CONTRACTOR while engaged in the performance shall be considered employees of the CONTRACTOR only and not of the CITY and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees, while so engaged and any and all claims made by a third party as consequence of any negligent act or omission on the part of the CONTRACTOR's employees, while so engaged on any of the work or services provided or rendered herein, shall be the sole obligation and responsibility of the CONTRACTOR. 8.SUBCONTRACTOR RESPONSIBILITY 8.1 The CONTRACTOR shall include the language of this section in each of its first-tier subcontracts, and shall require each of its subcontractors to include the same language of this section in each of their subcontracts, adjusting only as necessary the terms used for the contracting parties. The requirements of this section apply to all subcontractors regardless of tier. At the time of subcontract execution, the CONTRACTOR shall verify that each of its first- tier subcontractors meets the following bidder responsibility criteria: 8.1.1 Have a current certificate of registration as a CONTRACTOR in compliance with chapter 18.27 RCW, which must have been in effect at the time of subcontract bid submittal; 8.1.2 Have a current Washington Unified Business Identifier (UBI) number; 8.1.3 If applicable, have: 8.1.3.1 Industrial Insurance (worker’s compensation) coverage for the subcontractor’s employees working in Washington, as required in Title 51 RCW; 8.1.3.2 A Washington Employment Security Department number, as required in Title 50 RCW; 8.1.3.3 A Washington Department of Revenue state excise tax registration number, as required in Title 82 RCW; 8.1.3.4 An electrical CONTRACTOR license, if required by Chapter 19.28 RCW; Page 6 of 26 Construction Contract - Federal (Rev 1.1.2024) 8.1.3.5 An elevator CONTRACTOR license, if required by Chapter 70.87 RCW 8.1.4 Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). 9. HOLD HARMLESS The CONTRACTOR shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Contract, except for injuries and damages caused by the sole negligence of the CITY. However, should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONTRACTOR and the CITY, its officers, officials, employees, and volunteers, the CONTRACTOR’s liability hereunder shall be only to the extent of the CONTRACTOR‘s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONTRACTOR’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Contract. 10. INSURANCE 10.1 Insurance Term. CONTRACTOR shall procure and maintain, for the duration of this Contract, insurance against claims for the injuries to persons or damages to property which may arise from or in connection with the performance of the work thereunder by the CONTRACTOR, his agent, representatives, employees or subcontractors. The cost of such insurance shall be paid by the CONTRACTOR. 10.2 No Limitation. The CONTRACTOR shall procure and maintain insurance, as required in this Section, without interruption from commencement of the CONTRACTOR’s work through the term of the Contract and for thirty (30) days after the Physical Completion date, unless otherwise indicated herein. 10.3 Minimum Scope of Insurance. The Contractor’s required insurance shall be of the types and coverage as stated below: 10.3.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 10.3.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, Page 7 of 26 Construction Contract - Federal (Rev 1.1.2024) personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The CITY shall be named as an additional insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the CITY using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured- Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 10.3.3 Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 10.4 Minimum Amounts of Insurance. CONTRACTOR shall maintain limits no less than: 10.4.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 10.4.2 Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 10.4.3 Worker's Compensation coverage as required by the Worker's Compensation Act of the State of Washington. 10.5 City’s Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the CITY shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the CITY evidences limits of liability lower than those maintained by the Contractor. 10.6 Other Insurance Provision. The Contractor’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the CITY. Any insurance, self-insurance, or self-insured pool coverage maintained by the CITY shall be excess of the Contractor’s insurance and shall not contribute with it. 10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. 10.8 Verification of Coverage. CONTRACTOR shall furnish the CITY with certificates of insurance effecting coverage required by this clause. The certification for each insurance policy is to be signed by a person authorized by that insurer to bind coverage on its behalf. The Page 8 of 26 Construction Contract - Federal (Rev 1.1.2024) certificates are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.9 Subcontractors. The CONTRACTOR shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor- provided insurance as set forth herein, except the CONTRACTOR shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. The CONTRACTOR shall ensure that the CITY is an additional insured on each and every Subcontractor’s Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 10.10 Notice of Cancellation. The Contractor shall provide the CITY and all additional insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 10.11 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days’ notice to the Contractor to correct the breach, immediately terminate the Contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the Contractor from the CITY. 11. CLAIMS 11.1 Any claim against the CITY for damages, expenses, costs or extras arising out of the performance of this Contract must be made in writing to the CITY within thirty (30) days after the discovery of such damage, and in no event later than the time of approval by the CITY of final payment. CONTRACTOR, upon making applications for final payment, shall be deemed to have waived this right to claim for final payment. 12. COMPLIANCE WITH LAWS 12.1 The CONTRACTOR shall comply with all Federal, State and local laws and regulations applicable to the work done under this contract. Any violation of the provisions of this Contract shall be considered a violation of a material provision and shall be grounds for cancellation, termination or suspension of the Contract by the CITY, in whole or on part, and may result in ineligibility for future work for the CITY. 12.2 If federal funds are being used by the City in this Contract, the CONTRACTOR agrees to comply with the terms and conditions set forth on Exhibit B attached hereto. Page 9 of 26 Construction Contract - Federal (Rev 1.1.2024) 13. CITY'S RIGHT TO TERMINATE CONTRACT 13.1 The CITY may terminate this Contract upon the occurrence of any one or more of the events hereafter specified: 13.1.1 If the CONTRACTOR should be adjudged bankrupt. 13.1.2 If the CONTRACTOR should make a general assignment of benefit of his creditors. 13.1.3 If a receiver should be appointed on the account of insolvency of the CONTRACTOR. 13.1.4 If CONTRACTOR should persistently or repeatedly refuse or fail to supply a sufficient number of properly skilled workmen or proper materials for completion of the work. 13.1.5 If the CONTRACTOR shall fail to complete the work within the time specified in the contract. 13.1.6 If the CONTRACTOR shall fail to make a prompt payment to subcontractors or for material or labor. 13.1.7 If CONTRACTOR should persistently disregard laws, ordinances or regulations of Federal, State or municipal agencies or subdivisions thereof. 13.1.8 If CONTRACTOR should persistently disregard instructions of Management, or otherwise be guilty of a substantial violation of the contract. 13.2 This Contract, and any amendments or extensions to said Contract may be terminated for any reason not previously identified by either party by giving ten (10) days written notice to the other party. In the event that this Contract is terminated by the CITY, CONTRACTOR shall not be entitled to receive any further balance of the amount to be paid under this Contract until the work shall have been fully finished. At such time, if the unpaid balance of the amount to be paid under this Contract exceeds the expense incurred by the CITY in finishing the work, all of the damages sustained or which may be sustained by reason of such refusal, neglect, failure of discontinuance of employment, such excess shall be paid by the CITY to CONTRACTOR. If such expense and damages shall exceed the unpaid balance, CONTRACTOR and his surety and each thereof shall be jointly and severally liable therefore to CITY and shall pay the difference to the CITY. Such expense and damage shall include all legal costs incurred by the CITY in employment of attorneys to protect the rights and interests of the CITY under the contract; provided such legal costs shall be reasonable. 14. OWNERSHIP OF DOCUMENTS 14.1 On payment to the CONTRACTOR by the CITY of all compensation due under this Contract all finished or unfinished documents and material prepared by the CONTRACTOR with Page 10 of 26 Construction Contract - Federal (Rev 1.1.2024) funds provided by this Contract shall become the property of the CITY and shall be forwarded to the CITY at its request. 14.2 Any records, reports, information, data or other documents or materials given to or prepared or assembled by the CONTRACTOR under this Contract will be kept as confidential and shall not be made available to any individual or organization by the CONTRACTOR without prior written approval of the CITY or by court order. 15. PLANS AND SPECIFICATIONS Plans and Specifications hereto referred to as the Exhibits, shall be available during office hours at the following address: ____________________________. Said Plans and Specifications are by this reference incorporated herein. 16. ASSIGNMENT This Contract may not be assigned or otherwise transferred by the parties hereto without the written consent of the other party. 17. INDEPENDENT CONTRACTOR CONTRACTOR is and shall be at all times during the term of this Contract an independent CONTRACTOR. 18. ATTORNEYS FEES AND COSTS If any legal proceeding is brought for the enforcement of this Contract, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 19. NOTICE Notices, other than applications for payment, shall be given in writing to the persons named below: __________________________________ __________________________________ _________________________________ _________________________________ Page 11 of 26 Construction Contract - Federal (Rev 1.1.2024) 20. JURISDICTION AND VENUE 20.1 This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. 20.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 21. SEVERABILITY 21.1 If, for any reason, any part, term or provision of this Contract is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 21.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 22. MODIFICATION No change, alteration, modification or addition to the Contract will be effective unless it is in writing and properly signed by all parties thereto. IN WITNESS WHEREOF, the parties have executed this Contract as of this day of , 202_. CITY OF ARLINGTON, WASHINGTON: CONTRACTOR: By By Title Title Page 12 of 26 Construction Contract - Federal (Rev 1.1.2024) EXHIBIT A - SCOPE OF WORK EXHIBIT B – FEDERALLY FUNDED CONSTRUCTION PROJECTS (A) Equal Employment Opportunity. The provisions of this sec�on related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal-aid construc�on contracts and to all related construc�on subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addi�on, the contractor and all subcontractors must comply with the following policies: Execu�ve Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regula�ons including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b) and, for all construc�on contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construc�on Contract Speciﬁca�ons in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Execu�ve Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contrac�ng agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regula�ons including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal Employment Opportunity (EEO) requirements not to discriminate and to take aﬃrma�ve ac�on to assure equal opportunity as set forth under laws, execu�ve orders, rules, regula�ons (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modiﬁed by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall cons�tute the EEO and speciﬁc aﬃrma�ve ac�on standards for the contractor's project ac�vi�es under this contract. The provisions of the Americans with Disabili�es Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execu�on of this contract, the contractor agrees to comply with the following minimum speciﬁc requirement ac�vi�es of EEO: a. The contractor will work with the contrac�ng agency and the Federal Government to ensure that it has made every good faith eﬀort to provide equal opportunity with respect to all of its terms and condi�ons of employment and in their review of ac�vi�es under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its opera�ng policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, sexual orienta�on, gender iden�ty, color, na�onal origin, age or disability. Such ac�on shall include: employment, upgrading, demo�on, or transfer; recruitment or recruitment adver�sing; layoﬀ or termina�on; rates of pay or other forms of compensa�on; and selec�on for training, including appren�ceship, pre-appren�ceship, and/or on-the-job training." 2. EEO Oﬃcer: The contractor will designate and make known to the contrac�ng oﬃcers an EEO Oﬃcer who will have the responsibility for and must be capable of eﬀec�vely administering and promo�ng an ac�ve EEO program and who must be assigned adequate authority and responsibility to do so. 3. Dissemina�on of Policy: All members of the contractor's staﬀ who are authorized to hire, supervise, promote, and discharge employees, or who recommend such ac�on or are substan�ally involved in such ac�on, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibili�es to provide EEO in each grade and classiﬁca�on of employment. To ensure that the above agreement will be met, the following ac�ons will be taken as a minimum: a. Periodic mee�ngs of supervisory and personnel oﬃce employees will be conducted before the start of work and then not less o�en than once every six months, at which �me the contractor's EEO policy and its implementa�on will be reviewed and explained. The mee�ngs will be conducted by the EEO Oﬃcer or other knowledgeable company oﬃcial. b. All new supervisory or personnel oﬃce employees will be given a thorough indoctrina�on by the EEO Oﬃcer, covering all major aspects of the contractor's EEO obliga�ons within thirty days following their repor�ng for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Oﬃcer in the contractor's procedures for loca�ng and hiring minori�es and women. d. No�ces and posters se�ng forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and poten�al employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the aten�on of employees by means of mee�ngs, employee handbooks, or other appropriate means. 4. Recruitment: When adver�sing for employees, the contractor will include in all adver�sements for employees the nota�on: "An Equal Opportunity Employer." All such adver�sements will be placed in publica�ons having a large circula�on among minori�es and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systema�c and direct recruitment through public and private employee referral sources likely to yield qualiﬁed minori�es and women. To meet this requirement, the contractor will iden�fy sources of poten�al minority group employees and establish with such iden�ﬁed sources procedures whereby minority and women applicants may be referred to the contractor for employment considera�on. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementa�on of such an agreement has the eﬀect of discrimina�ng against minori�es or women, or obligates the contractor to do the same, such implementa�on violates Federal nondiscrimina�on provisions. c. The contractor will encourage its present employees to refer minori�es and women as applicants for employment. Informa�on and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Ac�ons: Wages, working condi�ons, and employee beneﬁts shall be established and administered, and personnel ac�ons of every type, including hiring, upgrading, promo�on, transfer, demo�on, layoﬀ, and termina�on, shall be taken without regard to race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspec�ons of project sites to ensure that working condi�ons and employee facili�es do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classiﬁca�on to determine any evidence of discriminatory wage prac�ces. c. The contractor will periodically review selected personnel ac�ons in depth to determine whether there is evidence of discrimina�on. Where evidence is found, the contractor will promptly take correc�ve ac�on. If the review indicates that the discrimina�on may extend beyond the ac�ons reviewed, such correc�ve ac�on shall include all aﬀected persons. d. The contractor will promptly inves�gate all complaints of alleged discrimina�on made to the contractor in connec�on with its obliga�ons under this contract, will atempt to resolve such complaints, and will take appropriate correc�ve ac�on 3 within a reasonable �me. If the inves�ga�on indicates that the discrimina�on may aﬀect persons other than the complainant, such correc�ve ac�on shall include such other persons. Upon comple�on of each inves�ga�on, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promo�on: a. The contractor will assist in loca�ng, qualifying, and increasing the skills of minori�es and women who are applicants for employment or current employees. Such eﬀorts should be aimed at developing full journey level status employees in the type of trade or job classiﬁca�on involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regula�ons, the contractor shall make full use of training programs (i.e., appren�ceship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contrac�ng agency may reserve training posi�ons for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promo�on poten�al of employees who are minori�es and women and will encourage eligible employees to apply for such training and promo�on. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith eﬀorts to obtain the coopera�on of such unions to increase opportuni�es for minori�es and women. 23 CFR 230.409. Ac�ons by the contractor, either directly or through a contractor's associa�on ac�ng as agent, will include the procedures set forth below: a. The contractor will use good faith eﬀorts to develop, in coopera�on with the unions, joint training programs aimed toward qualifying more minori�es and women for membership in the unions and increasing the skills of minori�es and women so that they may qualify for higher paying employment. b. The contractor will use good faith eﬀorts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability. c. The contractor is to obtain informa�on as to the referral prac�ces and policies of the labor union except that to the extent such informa�on is within the exclusive possession of the labor union and such labor union refuses to furnish such informa�on to the contractor, the contractor shall so cer�fy to the contrac�ng agency and shall set forth what eﬀorts have been made to obtain such informa�on. d. In the event the union is unable to provide the contractor with a reasonable ﬂow of referrals within the �me limit set forth in the collec�ve bargaining agreement, the contractor will, through independent recruitment eﬀorts, ﬁll the employment vacancies without regard to race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability; making full eﬀorts to obtain qualiﬁed and/or qualiﬁable minori�es and women. The failure of a union to provide suﬃcient referrals (even though it is obligated to provide exclusive referrals under the terms of a collec�ve bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral prac�ce prevents the contractor from mee�ng the obliga�ons pursuant to Execu�ve Order 11246, as amended, and these special provisions, such contractor shall immediately no�fy the contrac�ng agency. 8. Reasonable Accommoda�on for Applicants / Employees with Disabili�es: The contractor must be familiar with the requirements for and comply with the Americans with Disabili�es Act and all rules and regula�ons established thereunder. Employers must provide reasonable accommoda�on in all employment ac�vi�es unless to do so would cause an undue hardship. 9. Selec�on of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, sexual orienta�on, gender iden�ty, na�onal origin, age, or disability in the selec�on and reten�on of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimina�on in the administra�on of this contract. a. The contractor shall no�fy all poten�al subcontractors, suppliers, and lessors of their EEO obliga�ons under this contract. b. The contractor will use good faith eﬀorts to ensure subcontractor compliance with their EEO obliga�ons. 10. Assurances Required: a. The requirements of 49 CFR Part 26 and the State DOT’s FHWA-approved Disadvantaged Business Enterprise (DBE) program are incorporated by reference. b. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, na�onal origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administra�on of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termina�on of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanc�ons; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as nonresponsible. c. The Title VI and nondiscrimina�on provisions of U.S. DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the ﬁnal payment to the contractor for all contract work and shall be available at reasonable �mes and places for inspec�on by authorized representa�ves of the contrac�ng agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and nonminority group members and women employed in each work classiﬁca�on on the project; (2) The progress and eﬀorts being made in coopera�on with unions, when applicable, to increase employment opportuni�es for minori�es and women; and (3) The progress and eﬀorts being made in loca�ng, hiring, training, qualifying, and upgrading minori�es and women. b. The contractors and subcontractors will submit an annual report to the contrac�ng agency each July for the dura�on of the project indica�ng the number of minority, women, and nonminority group employees currently engaged in each work classiﬁca�on required by the contract work. This informa�on is to be reported on Form FHWA-1391. The staﬃng data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reﬂect the work force on board during all or any part of the last payroll period preceding the end of July. (B) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). The following provisions are from the U.S. Department of Labor regula�ons in 29 CFR 5.5 “Contract provisions and related maters” with minor revisions to conform to the FHWA1273 format and FHWA program requirements. 1. Minimum wages (29 CFR 5.5) a. Wage rates and fringe beneﬁts. All laborers and mechanics employed or working upon the site of the work (or otherwise working in construc�on or development of the project under a development statute), will be paid uncondi�onally and not less o�en than once a week, and without subsequent deduc�on or rebate on any account (except such payroll deduc�ons as are permited by regula�ons issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona ﬁde fringe beneﬁts (or cash equivalents thereof) due at �me of payment computed at rates not less than those contained in the wage determina�on of the Secretary of Labor which is atached hereto and made a part hereof, regardless of any contractual rela�onship which may be alleged to exist between the contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of 29 CFR 5.5, the appropriate wage determina�ons are eﬀec�ve by opera�on of law even if they have not been atached to the contract. Contribu�ons made or costs reasonably an�cipated for bona ﬁde fringe beneﬁts under the Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.e. of this sec�on; also, regular contribu�ons made or costs incurred for more than a weekly period (but not less o�en than quarterly) under plans, funds, or programs which cover the par�cular weekly period, are deemed to be construc�vely made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe beneﬁts on the wage determina�on for the classiﬁca�on(s) of work actually performed, without regard to skill, except as provided in paragraph 4. of this sec�on. Laborers or mechanics performing work in more than one classiﬁca�on may be compensated at the rate speciﬁed for each classiﬁca�on for the �me actually worked therein: Provided, That the employer's payroll records accurately set forth the �me spent in each classiﬁca�on in which work is performed. The wage determina�on (including any addi�onal classiﬁca�ons and wage rates conformed under paragraph 1.c. of this sec�on) and the Davis-Bacon poster (WH– 1321) must be posted at all �mes by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. Frequently recurring classiﬁca�ons. (1) In addi�on to wage and fringe beneﬁt rates that have been determined to be prevailing under the procedures set forth in 29 CFR part 1, a wage determina�on may contain, pursuant to § 1.3(f), wage and fringe beneﬁt rates for classiﬁca�ons of laborers and mechanics for which conformance requests are regularly submited pursuant to paragraph 1.c. of this sec�on, provided that: (i) The work performed by the classiﬁca�on is not performed by a classiﬁca�on in the wage determina�on for which a prevailing wage rate has been determined; (ii) The classiﬁca�on is used in the area by the construc�on industry; and (iii) The wage rate for the classiﬁca�on bears a reasonable rela�onship to the prevailing wage rates contained in the wage determina�on. The Administrator will establish wage rates for such classiﬁca�ons in accordance with paragraph 1.c.(1)(iii) of this sec�on. Work performed in such a classiﬁca�on must be paid at no less than the wage and fringe beneﬁt rate listed on the wage determina�on for such classiﬁca�on. c. Conformance. (1) The contrac�ng oﬃcer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determina�on and which is to be employed under the contract be classiﬁed in conformance with the wage determina�on. Conformance of an addi�onal classiﬁca�on and wage rate and fringe beneﬁts is appropriate only when the following criteria have been met: (i) The work to be performed by the classiﬁca�on requested is not performed by a classiﬁca�on in the wage determina�on; and (ii) The classiﬁca�on is used in the area by the construc�on industry; and (iii) The proposed wage rate, including any bona ﬁde fringe beneﬁts, bears a reasonable rela�onship to the wage rates contained in the wage determina�on. (2) The conformance process may not be used to split, subdivide, or otherwise avoid applica�on of classiﬁca�ons listed in the wage determina�on. (3) If the contractor and the laborers and mechanics to be employed in the classiﬁca�on (if known), or their representa�ves, and the contrac�ng oﬃcer agree on the classiﬁca�on and wage rate (including the amount designated for fringe beneﬁts where appropriate), a report of the ac�on taken will be sent by the contrac�ng oﬃcer by email to DBAconformance@dol.gov. The Administrator, or an authorized representa�ve, will approve, modify, or disapprove every addi�onal classiﬁca�on ac�on within 30 days of receipt and so advise the contrac�ng oﬃcer or will no�fy the contrac�ng oﬃcer within the 30–day period that addi�onal �me is necessary. (4) In the event the contractor, the laborers or mechanics to be employed in the classiﬁca�on or their representa�ves, and the contrac�ng oﬃcer do not agree on the proposed classiﬁca�on and wage rate (including the amount designated for fringe beneﬁts, where appropriate), the contrac�ng oﬃcer will, by email to DBAconformance@dol.gov, refer the ques�ons, including the views of all interested par�es and the recommenda�on of the contrac�ng oﬃcer, to the Administrator for determina�on. The Administrator, or an authorized representa�ve, will issue a determina�on within 30 days of receipt and so advise the contrac�ng oﬃcer or will no�fy the contrac�ng oﬃcer within the 30–day period that addi�onal �me is necessary. (5) The contrac�ng oﬃcer must promptly no�fy the contractor of the ac�on taken by the Wage and Hour Division under paragraphs 1.c.(3) and (4) of this sec�on. The contractor must furnish a writen copy of such determina�on to each aﬀected worker or it must be posted as a part of the wage determina�on. The wage rate (including fringe beneﬁts where appropriate) determined pursuant to paragraph 1.c.(3) or (4) of this sec�on must be paid to all workers performing work in the classiﬁca�on under this contract from the ﬁrst day on which work is performed in the classiﬁca�on. d. Fringe beneﬁts not expressed as an hourly rate. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe beneﬁt which is not expressed as an hourly rate, the contractor may either pay the beneﬁt as stated in the wage determina�on or may pay another bona ﬁde fringe beneﬁt or an hourly cash equivalent thereof. e. Unfunded plans. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably an�cipated in providing bona ﬁde fringe beneﬁts under a plan or program, Provided, That the Secretary of Labor has found, upon the writen request of the contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the mee�ng of obliga�ons under the plan or program. f. Interest. In the even t of a failure to pay all or part of the wages required by the contract, the contractor will be required to pay interest on any underpayment of wages. 2. Withholding (29 CFR 5.5) a. Withholding requirements. The contrac�ng agency may, upon its own ac�on, or must, upon writen request of an authorized representa�ve of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to sa�sfy the liabili�es of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in this sec�on for viola�ons of this contract, or to sa�sfy any such liabili�es required by any other Federal contract, or federally assisted contract subject to Davis-Bacon labor standards, that is held by the same prime contractor (as deﬁned in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to sa�sfy the contractor liability for which the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic, including any appren�ce or helper working on the site of the work all or part of the wages required by the contract, or upon the contractor's failure to submit the required records as discussed in paragraph 3.d. of this sec�on, the contrac�ng agency may on its own ini�a�ve and a�er writen no�ce to the contractor, take such ac�on as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds un�l such viola�ons have ceased. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph 2.a. of this sec�on or Sec�on V, paragraph 3.a., or both, over claims to those funds by: (1) A contractor's surety(ies), including without limita�on performance bond sure�es and payment bond sure�es; (2) A contrac�ng agency for its reprocurement costs; (3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 3. Records and cer�ﬁed payrolls (29 CFR 5.5) a. Basic record requirements (1) Length of record reten�on. All regular payrolls and other basic records must be maintained by the contractor and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site of the work (or otherwise working in construc�on or development of the project under a development statute) for a period of at least 3 years a�er all the work on the prime contract is completed. (2) Informa�on required. Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each worker's correct classiﬁca�on(s) of work actually performed; hourly rates of wages paid (including rates of contribu�ons or costs an�cipated for bona ﬁde fringe beneﬁts or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deduc�ons made; and actual wages paid. (3) Addi�onal records rela�ng to fringe beneﬁts. Whenever the Secretary of Labor has found under paragraph 1.e. of this sec�on that the wages of any laborer or mechanic include the amount of any costs reasonably an�cipated in providing beneﬁts under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act, the contractor must maintain records which show that the commitment to provide such beneﬁts is enforceable, that the plan or program is ﬁnancially responsible, and that the plan or program has been communicated in wri�ng to the laborers or mechanics aﬀected, and records which show the costs an�cipated or the actual cost incurred in providing such beneﬁts. (4) Addi�onal records rela�ng to appren�ceship. Contractors with appren�ces working under approved programs must maintain writen evidence of the registra�on of appren�ceship programs, the registra�on of the appren�ces, and the ra�os and wage rates prescribed in the applicable programs. b. Cer�ﬁed payroll requirements (1) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Acts covered work is performed, cer�ﬁed payrolls to the contrac�ng agency. The prime contractor is responsible for the submission of all cer�ﬁed payrolls by all subcontractors. A contrac�ng agency or prime contractor may permit or require contractors to submit cer�ﬁed payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the contractor, the contrac�ng agency, and the Department of Labor to access the cer�ﬁed payrolls upon request for at least 3 years a�er the work on the prime contract has been completed; and the contrac�ng agency or prime contractor permits other methods of submission in situa�ons where the contractor is unable or limited in its ability to use or access the electronic system. (2) Informa�on required. The cer�ﬁed payrolls submited must set out accurately and completely all of the informa�on required to be maintained under paragraph 3.a.(2) of this sec�on, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmitals. Instead, the cer�ﬁed payrolls need only include an individually iden�fying number for each worker ( e.g., the last four digits of the worker's Social Security number). The required weekly cer�ﬁed payroll informa�on may be submited using Op�onal Form WH–347 or in any other format desired. Op�onal Form WH–347 is available for this purpose from the Wage and Hour Division website at htps://www.dol.gov/sites/dolgov/ﬁles/WHD/legacy/ﬁles/wh347/.pdf or its successor website. It is not a viola�on of this sec�on for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the contrac�ng agency. (3) Statement of Compliance. Each cer�ﬁed payroll submited must be accompanied by a “Statement of Compliance,” signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the payment of the persons working on the contract, and must cer�fy the following: (i) That the cer�ﬁed payroll for the payroll period contains the informa�on required to be provided under paragraph 3.b. of this sec�on, the appropriate informa�on and basic records are being maintained under paragraph 3.a. of this sec�on, and such informa�on and records are correct and complete; (ii) That each laborer or mechanic (including each helper and appren�ce) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deduc�ons have been made either directly or indirectly from the full wages earned, other than permissible deduc�ons as set forth in 29 CFR part 3; and (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe beneﬁts or cash equivalents for the classiﬁca�on(s) of work actually performed, as speciﬁed in the applicable wage determina�on incorporated into the contract. (4) Use of Op�onal Form WH–347. The weekly submission of a properly executed cer�ﬁca�on set forth on the reverse side of Op�onal Form WH–347 will sa�sfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(3) of this sec�on. (5) Signature. The signature by the contractor, subcontractor, or the contractor's or subcontractor's agent must be an original handwriten signature or a legally valid electronic signature. (6) Falsiﬁca�on. The falsiﬁca�on of any of the above cer�ﬁca�ons may subject the contractor or subcontractor to civil or criminal prosecu�on under 18 U.S.C. 1001 and 31 U.S.C. 3729. (7) Length of cer�ﬁed payroll reten�on. The contractor or subcontractor must preserve all cer�ﬁed payrolls during the course of the work and for a period of 3 years a�er all the work on the prime contract is completed. c. Contracts, subcontracts, and related documents. The contractor or subcontractor must maintain this contract or subcontract and related documents including, without limita�on, bids, proposals, amendments, modiﬁca�ons, and extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years a�er all the work on the prime contract is completed. d. Required disclosures and access (1) Required record disclosures and access to workers. The contractor or subcontractor must make the records required under paragraphs 3.a. through 3.c. of this sec�on, and any other documents that the contrac�ng agency, the State DOT, the FHWA, or the Department of Labor deems necessary to determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspec�on, copying, or transcrip�on by authorized representa�ves of the contrac�ng agency, the State DOT, the FHWA, or the Department of Labor, and must permit such representa�ves to interview workers during working hours on the job. (2) Sanc�ons for non-compliance with records and worker access requirements. If the contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, a�er writen no�ce to the contractor, sponsor, applicant, owner, or other en�ty, as the case may be, that maintains such records or that employs such workers, take such ac�on as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews during working hours on the job, may be grounds for debarment ac�on pursuant to § 5.12. In addi�on, any contractor or other person that fails to submit the required records or make those records available to WHD within the �me WHD requests that the records be produced will be precluded from introducing as evidence in an administra�ve proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into considera�on a reasonable request from the contractor or person for an extension of the �me for submission of records. WHD will determine the reasonableness of the request and may consider, among other things, the loca�on of the records and the volume of produc�on. (3) Required informa�on disclosures. Contractors and subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the contrac�ng agency, the State DOT, the FHWA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an inves�ga�on or other compliance ac�on. 4. Appren�ces and equal employment opportunity (29 CFR 5.5) a. Appren�ces (1) Rate of pay. Appren�ces will be permited to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona ﬁde appren�ceship program registered with the U.S. Department of Labor, Employment and Training Administra�on, Oﬃce of Appren�ceship (OA), or with a State Appren�ceship Agency recognized by the OA. A person who is not individually registered in the program, but who has been cer�ﬁed by the OA or a State Appren�ceship Agency (where appropriate) to be eligible for proba�onary employment as an appren�ce, will be permited to work at less than the predetermined rate for the work they perform in the ﬁrst 90 days of proba�onary employment as an appren�ce in such a program. In the event the OA or a State Appren�ceship Agency recognized by the OA withdraws approval of an appren�ceship program, the contractor will no longer be permited to use appren�ces at less than the applicable predetermined rate for the work performed un�l an acceptable program is approved. (2) Fringe beneﬁts. Appren�ces must be paid fringe beneﬁts in accordance with the provisions of the appren�ceship program. If the appren�ceship program does not specify fringe beneﬁts, appren�ces must be paid the full amount of fringe beneﬁts listed on the wage determina�on for the applicable classiﬁca�on. If the Administrator determines that a diﬀerent prac�ce prevails for the applicable appren�ce classiﬁca�on, fringe beneﬁts must be paid in accordance with that determina�on. (3) Appren�ceship ra�o. The allowable ra�o of appren�ces to journey workers on the job site in any cra� classiﬁca�on must not be greater than the ra�o permited to the contractor as to the en�re work force under the registered program or the ra�o applicable to the locality of the project pursuant to paragraph 4.a.(4) of this sec�on. Any worker listed on a payroll at an appren�ce wage rate, who is not registered or otherwise employed as stated in paragraph 4.a.(1) of this sec�on, must be paid not less than the applicable wage rate on the wage determina�on for the classiﬁca�on of work actually performed. In addi�on, any appren�ce performing work on the job site in excess of the ra�o permited under this sec�on must be paid not less than the applicable wage rate on the wage determina�on for the work actually performed. (4) Reciprocity of ra�os and wage rates. Where a contractor is performing construc�on on a project in a locality other than the locality in which its program is registered, the ra�os and wage rates (expressed in percentages of the journey worker's hourly rate) applicable within the locality in which the construc�on is being performed must be observed. If there is no applicable ra�o or wage rate for the locality of the project, the ra�o and wage rate speciﬁed in the contractor's registered program must be observed. b. Equal employment opportunity. The use of appren�ces and journey workers under this part must be in conformity with the equal employment opportunity requirements of Execu�ve Order 11246, as amended, and 29 CFR part 30. c. Appren�ces and Trainees (programs of the U.S. DOT). Appren�ces and trainees working under appren�ceship and skill training programs which have been cer�ﬁed by the Secretary of Transporta�on as promo�ng EEO in connec�on with Federal-aid highway construc�on programs are not subject to the requirements of paragraph 4 of this Sec�on IV. 23 CFR 230.111(e)(2). The straight �me hourly wage rates for appren�ces and trainees under such programs will be established by the par�cular programs. The ra�o of appren�ces and trainees to journey workers shall not be greater than permited by the terms of the par�cular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5. 6. Subcontracts. The contractor or subcontractor must insert FHWA-1273 in any subcontracts, along with the applicable wage determina�on(s) and such other clauses or contract modiﬁca�ons as the contrac�ng agency may by appropriate instruc�ons require, and a clause requiring the subcontractors to include these clauses and wage determina�on(s) in any lower �er subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower �er subcontractor with all the contract clauses in this sec�on. In the event of any viola�ons of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-�er subcontractors, and may be subject to debarment, as appropriate. 29 CFR 5.5. 7. Contract termina�on: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termina�on of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act requirements. All rulings and interpreta�ons of the Davis Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5. 9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contrac�ng agency, the U.S. Department of Labor, or the employees or their representa�ves. 10. Cer�ﬁca�on of eligibility. a. By entering into this contract, the contractor cer�ﬁes that neither it nor any person or ﬁrm who has an interest in the contractor's ﬁrm is a person or ﬁrm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a). b. No part of this contract shall be subcontracted to any person or ﬁrm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a). c. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001. 11. An�-retalia�on. It is unlawful for any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. No�fying any contractor of any conduct which the worker reasonably believes cons�tutes a viola�on of the DBA, Related Acts, this part, or 29 CFR part 1 or 3; b. Filing any complaint, ini�a�ng or causing to be ini�ated any proceeding, or otherwise asser�ng or seeking to assert on behalf of themselves or others any right or protec�on under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; c. Coopera�ng in any inves�ga�on or other compliance ac�on, or tes�fying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or d. Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3. (C) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construc�on contract in an amount in excess of $100,000 and subject to the over�me provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addi�on to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchpersons and guards. 1. Over�me requirements. No contractor or subcontractor contrac�ng for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensa�on at a rate not less than one and one-half �mes the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR 5.5. 2. Viola�on; liability for unpaid wages; liquidated damages. In the event of any viola�on of the clause set forth in paragraph 1. of this sec�on the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addi�on, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchpersons and guards, employed in viola�on of the clause set forth in paragraph 1. of this sec�on, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or permited to work in excess of the standard workweek of forty hours without payment of the over�me wages required by the clause set forth in paragraph 1. of this sec�on. * $31 as of January 15, 2023 (See 88 FR 88 FR 2210) as may be adjusted annually by the Department of Labor, pursuant to the Federal Civil Penal�es Inﬂa�on Adjustment Act of 1990. 3. Withholding for unpaid wages and liquidated damages a. Withholding process. The FHWA or the contrac�ng agency may, upon its own ac�on, or must, upon writen request of an authorized representa�ve of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to sa�sfy the liabili�es of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this sec�on on this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as deﬁned in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to sa�sfy the contractor liability for which the funds were withheld. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with Sec�on IV paragraph 2.a. or paragraph 3.a. of this sec�on, or both, over claims to those funds by: (1) A contractor's surety(ies), including without limita�on performance bond sure�es and payment bond sure�es; (2) A contrac�ng agency for its reprocurement costs; (3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs 1. through 5. of this sec�on and a clause requiring the subcontractors to include these clauses in any lower �er subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower �er subcontractor with the clauses set forth in paragraphs 1. through 5. In the event of any viola�ons of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower �er subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate. 5. An�-retalia�on. It is unlawful for any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, in�midate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. No�fying any contractor of any conduct which the worker reasonably believes cons�tutes a viola�on of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implemen�ng regula�ons in this part; b. Filing any complaint, ini�a�ng or causing to be ini�ated any proceeding, or otherwise asser�ng or seeking to assert on behalf of themselves or others any right or protec�on under CWHSSA or this part; c. Coopera�ng in any inves�ga�on or other compliance ac�on, or tes�fying in any proceeding under CWHSSA or this part; or d. Informing any other person about their rights under CWHSSA or this part. (D) Rights to Inven�ons Made Under a Contract or Agreement. If the Federal award meets the deﬁni�on of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business ﬁrm or nonproﬁt organiza�on regarding the subs�tu�on of par�es, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inven�ons Made by Nonproﬁt Organiza�ons and Small Business Firms Under Government Grants, Contracts and Coopera�ve Agreements,” and any implemen�ng regula�ons issued by the awarding agency. (E) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollu�on Control Act (33 U.S.C. 1251- 1387), as amended By submission of this bid/proposal or the execu�on of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construc�on contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regula�ons issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollu�on Control Act, as amended (33 U.S.C. 1251-1387). Viola�ons must be reported to the Federal Highway Administra�on and the Regional Oﬃce of the Environmental Protec�on Agency. 2 CFR Part 200, Appendix II. The contractor agrees to include or cause to be included the requirements of this Sec�on in every subcontract, and further agrees to take such ac�on as the contrac�ng agency may direct as a means of enforcing such requirements. 2 CFR 200.327. (F) Debarment and Suspension (Execu�ve Orders 12549 and 12689) 1. Instruc�ons for Cer�ﬁca�on – First Tier Par�cipants: a. By signing and submi�ng this proposal, the prospec�ve ﬁrst �er par�cipant is providing the cer�ﬁca�on set out below. b. The inability of a person to provide the cer�ﬁca�on set out below will not necessarily result in denial of par�cipa�on in this covered transac�on. The prospec�ve ﬁrst �er par�cipant shall submit an explana�on of why it cannot provide the cer�ﬁca�on set out below. The cer�ﬁca�on or explana�on will be considered in connec�on with the department or agency's determina�on whether to enter into this transac�on. However, failure of the prospec�ve ﬁrst �er par�cipant to furnish a cer�ﬁca�on or an explana�on shall disqualify such a person from par�cipa�on in this transac�on. 2 CFR 180.320. c. The cer�ﬁca�on in this clause is a material representa�on of fact upon which reliance was placed when the contrac�ng agency determined to enter into this transac�on. If it is later determined that the prospec�ve par�cipant knowingly rendered an erroneous cer�ﬁca�on, in addi�on to other remedies available to the Federal Government, the contrac�ng agency may terminate this transac�on for cause of default. 2 CFR 180.325. d. The prospec�ve ﬁrst �er par�cipant shall provide immediate writen no�ce to the contrac�ng agency to whom this proposal is submited if any �me the prospec�ve ﬁrst �er par�cipant learns that its cer�ﬁca�on was erroneous when submited or has become erroneous by reason of changed circumstances. 2 CFR 180.345 and 180.350. e. The terms "covered transac�on," "debarred," "suspended," "ineligible," "par�cipant," "person," "principal," and "voluntarily excluded," as used in this clause, are deﬁned in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transac�ons” refers to any covered transac�on between a recipient or subrecipient of Federal funds and a par�cipant (such as the prime or general contract). “Lower Tier Covered Transac�ons” refers to any covered transac�on under a First Tier Covered Transac�on (such as subcontracts). “First Tier Par�cipant” refers to the par�cipant who has entered into a covered transac�on with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Par�cipant” refers any par�cipant who has entered into a covered transac�on with a First Tier Par�cipant or other Lower Tier Par�cipants (such as subcontractors and suppliers). f. The prospec�ve ﬁrst �er par�cipant agrees by submi�ng this proposal that, should the proposed covered transac�on be entered into, it shall not knowingly enter into any lower �er covered transac�on with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from par�cipa�on in this covered transac�on, unless authorized by the department or agency entering into this transac�on. 2 CFR 180.330. g. The prospec�ve ﬁrst �er par�cipant further agrees by submi�ng this proposal that it will include the clause �tled "Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transac�ons," provided by the department or contrac�ng agency, entering into this covered transac�on, without modiﬁca�on, in all lower �er covered transac�ons and in all solicita�ons for lower �er covered transac�ons exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300. h. A par�cipant in a covered transac�on may rely upon a cer�ﬁca�on of a prospec�ve par�cipant in a lower �er covered transac�on that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transac�on, unless it knows that the cer�ﬁca�on is erroneous. 2 CFR 180.300; 180.320, and 180.325. A par�cipant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to par�cipate in covered transac�ons. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower �er prospec�ve par�cipants, each par�cipant may, but is not required to, check the System for Award Management website (htps://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the cer�ﬁca�on required by this clause. The knowledge and informa�on of the prospec�ve par�cipant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transac�ons authorized under paragraph (f) of these instruc�ons, if a par�cipant in a covered transac�on knowingly enters into a lower �er covered transac�on with a person who is suspended, debarred, ineligible, or voluntarily excluded from par�cipa�on in this transac�on, in addi�on to other remedies available to the Federal Government, the department or agency may terminate this transac�on for cause or default. 2 CFR 180.325. 2. Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – First Tier Par�cipants: a. The prospec�ve ﬁrst �er par�cipant cer�ﬁes to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from par�cipa�ng in covered transac�ons by any Federal department or agency, 2 CFR 180.335;. (2) Have not within a three-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 connec�on with obtaining, atemp�ng to obtain, or performing a public (Federal, State, or local) transac�on or contract under a public transac�on; viola�on of Federal or State an�trust statutes or commission of embezzlement, the�, forgery, bribery, falsiﬁca�on or destruc�on of records, making false statements, or receiving stolen property, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental en�ty (Federal, State or local) with commission of any of the oﬀenses enumerated in paragraph (a)(2) of this cer�ﬁca�on, 2 CFR 180.700 and 180.800; and (4) Have not within a three-year period preceding this applica�on/proposal had one or more public transac�ons (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d). (5) Are not a corpora�on that has been convicted of a felony viola�on under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implemen�ng appropria�ons act requirements); and (6) Are not a corpora�on with any unpaid Federal tax liability that has been assessed, for which all judicial and administra�ve remedies have been exhausted, or have lapsed, and that is not being paid in a �mely manner pursuant to an agreement with the authority responsible for collec�ng the tax liability (USDOT Order 4200.6 implemen�ng appropria�ons act requirements). b. Where the prospec�ve par�cipant is unable to cer�fy to any of the statements in this cer�ﬁca�on, such prospec�ve par�cipant should atach an explana�on to this proposal. 2 CFR 180.335 and 180.340. 3. Instruc�ons for Cer�ﬁca�on - Lower Tier Par�cipants: (Applicable to all subcontracts, purchase orders, and other lower �er transac�ons requiring prior FHWA approval or es�mated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220. a. By signing and submi�ng this proposal, the prospec�ve lower �er par�cipant is providing the cer�ﬁca�on set out below. b. The cer�ﬁca�on in this clause is a material representa�on of fact upon which reliance was placed when this transac�on was entered into. If it is later determined that the prospec�ve lower �er par�cipant knowingly rendered an erroneous cer�ﬁca�on, in addi�on to other remedies available to the Federal Government, the department, or agency with which this transac�on originated may pursue available remedies, including suspension and/or debarment. c. The prospec�ve lower �er par�cipant shall provide immediate writen no�ce to the person to which this proposal is submited if at any �me the prospec�ve lower �er par�cipant learns that its cer�ﬁca�on was erroneous by reason of changed circumstances. 2 CFR 180.365. d. The terms "covered transac�on," "debarred," "suspended," "ineligible," "par�cipant," "person," "principal," and "voluntarily excluded," as used in this clause, are deﬁned in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200. You may contact the person to which this proposal is submited for assistance in obtaining a copy of those regula�ons. “First Tier Covered Transac�ons” refers to any covered transac�on between a recipient or subrecipient of Federal funds and a par�cipant (such as the prime or general contract). “Lower Tier Covered Transac�ons” refers to any covered transac�on under a First Tier Covered Transac�on (such as subcontracts). “First Tier Par�cipant” refers to the par�cipant who has entered into a covered transac�on with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Par�cipant” refers any par�cipant who has entered into a covered transac�on with a First Tier Par�cipant or other Lower Tier Par�cipants (such as subcontractors and suppliers). e. The prospec�ve lower �er par�cipant agrees by submi�ng this proposal that, should the proposed covered transac�on be entered into, it shall not knowingly enter into any lower �er covered transac�on with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from par�cipa�on in this covered transac�on, unless authorized by the department or agency with which this transac�on originated. 2 CFR 1200.220 and 1200.332. f. The prospec�ve lower �er par�cipant further agrees by submi�ng this proposal that it will include this clause �tled "Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transac�on," without modiﬁca�on, in all lower �er covered transac�ons and in all solicita�ons for lower �er covered transac�ons exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220. g. A par�cipant in a covered transac�on may rely upon a cer�ﬁca�on of a prospec�ve par�cipant in a lower �er covered transac�on that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transac�on, unless it knows that the cer�ﬁca�on is erroneous. A par�cipant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to par�cipate in covered transac�ons. To verify the eligibility of its principals, as well as the eligibility of any lower �er prospec�ve par�cipants, each par�cipant may, but is not required to, check the System for Award Management website (htps://www.sam.gov/), which is compiled by the General Services Administra�on. 2 CFR 180.300, 180.320, 180.330, and 180.335. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the cer�ﬁca�on required by this clause. The knowledge and informa�on of par�cipant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transac�ons authorized under paragraph e of these instruc�ons, if a par�cipant in a covered transac�on knowingly enters into a lower �er covered transac�on with a person who is suspended, debarred, ineligible, or voluntarily 13 excluded from par�cipa�on in this transac�on, in addi�on to other remedies available to the Federal Government, the department or agency with which this transac�on originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325. 4. Cer�ﬁca�on Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Par�cipants: a. The prospec�ve lower �er par�cipant cer�ﬁes, by submission of this proposal, that neither it nor its principals: (1) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from par�cipa�ng in covered transac�ons by any Federal department or agency, 2 CFR 180.355; (2) is a corpora�on that has been convicted of a felony viola�on under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implemen�ng appropria�ons act requirements); and (3) is a corpora�on with any unpaid Federal tax liability that has been assessed, for which all judicial and administra�ve remedies have been exhausted, or have lapsed, and that is not being paid in a �mely manner pursuant to an agreement with the authority responsible for collec�ng the tax liability. (USDOT Order 4200.6 implemen�ng appropria�ons act requirements) b. Where the prospec�ve lower �er par�cipant is unable to cer�fy to any of the statements in this cer�ﬁca�on, such prospec�ve par�cipant should atach an explana�on to this proposal. (G) Byrd An�-Lobbying Amendment (31 U.S.C. 1352). 1. The prospec�ve par�cipant cer�ﬁes, by signing and submi�ng this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for inﬂuencing or atemp�ng 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 connec�on with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any coopera�ve agreement, and the extension, con�nua�on, renewal, amendment, or modiﬁca�on of any Federal contract, grant, loan, or coopera�ve agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for inﬂuencing or atemp�ng 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 connec�on with this Federal contract, grant, loan, or coopera�ve agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instruc�ons. 2. This cer�ﬁca�on is a material representa�on of fact upon which reliance was placed when this transac�on was made or entered into. Submission of this cer�ﬁca�on is a prerequisite for making or entering into this transac�on imposed by 31 U.S.C. 1352. Any person who fails to ﬁle the required cer�ﬁca�on shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospec�ve par�cipant also agrees by submi�ng its bid or proposal that the par�cipant shall require that the language of this cer�ﬁca�on be included in all lower �er subcontracts, which exceed $100,000 and that all such recipients shall cer�fy and disclose accordingly. (H) Build America, Buy America Act (Pub. L. 177-58) All products must meet the Build America, Buy America Act (BABAA) requirements mandated by Title IX of the Infrastructure Investment and Jobs Act (“IIJA”), Pub. L. 177-58. Contractor shall include Manufacturer’s Cer�ﬁca�on for BABAA requirements with all applicable submitals. If a speciﬁc manufacturer is used in the bidding, a statement that Manufacturer will comply with BABAA must be included with the bid submission. Contractor shall comply with BABAA requirements, including coordina�on with manufacturers, distributors, and suppliers to correct deﬁciencies in any BABAA documenta�on. Engineer/Architect approval of shop drawings or samples shall include review of BABAA documenta�on. Contractor shall cer�fy upon comple�on that all work and materials have complied with BABAA requirements. For any change orders, Contractor shall provide BABAA documenta�on for any new products or materials required by the change. Installa�on of materials or products that are not compliant with BABAA requirements shall be considered defec�ve work. Contractor should ensure that Engineer/Architect has an approved Manufacturer’s Cer�ﬁca�on or waiver prior to items being delivered to the project site. By submi�ng an applica�on for payment, based in whole or in part on furnishing equipment or materials, Contractor cer�ﬁes that such equipment and materials, to contractor’s knowledge, are compliant with BABAA requirements. Page 1 of 5 RETAINAGE OPTION CONTRACTOR'S OPTION FOR RETAINED PERCENTAGE ON PUBLIC WORKS CONTRACTS Project: _______________________________________________________________________ Contractor: ___________________________________________________________________ RCW 60.28 as amended by (Chapter 223, laws of 1994) Regular Session allows each prime contractor on a Public Works contract the following options concerning the amount reserved as retainage from moneys earned by the contractor. Retainage Option Selection (Please Initial Selected Option) Retained in a non-interest bearing fund by the City until forty-five days following the final acceptance of said improvement or work as completed. Bond in lieu of retainage. Use City of Arlington Retainage Bond form. Complete and submit attached Retainage Bond section with Retainage Option selection. Deposited by the City in an interest bearing account or escrow account in a bank, mutual savings bank, or savings and loan association designated by the contractor (Form D-162), not subject to withdrawal until after the final acceptance of said improvement or work as completed, or until agreed to by both parties; PROVIDED, that interest on such account shall be paid to the contractor. Complete and submit attached Retainage Escrow Account section with Retainage Option selection. PRINCIPAL FIRM or COMPANY Signature Date Printed Name Title Name of Firm or Company Address City/State/Zip Approved as to form: ________________________________________________________ Department Director or Designee, City of Arlington Date Title Retainage Option Form Retainage Bond Option Form Page 2 of 5 RETAINAGE BOND To: City of Arlington, Washington Bond No: _____________________ Project: ______________________________________________ 1.The Principal and Surety hereby jointly and severally agree among themselves and with the Owner that every person or entity making a valid claim on the Retained Fund pursuant to RCW 60.28 ("Claimant") who has not been paid in full before the expiration of a period of forty-five (45) days after the completion of all Contract work may sue on this Retainage Bond for the use and benefit of the Claimant, prosecute the suit to final judgment for the sum justly due the Claimant, if any, and have execution on this Retainage Bond, all in accordance with and to the extent permissible under RCW 60.28. The Owner shall not be liable for the payment of any costs or expenses, including attorneys' fees, of any such suit. 2.No suit or action shall be commenced under this Retainage Bond by any Claimant: (a)Unless the Claimant has complied with the requirements of RCW 60.28, and (b)Other than in a state court of competent jurisdiction in and for Snohomish County, and not elsewhere. KNOW ALL BY THESE PRESENTS that ____________________________________________, a corporation organized and existing under the laws of the Sate of ________________ and authorized to do business in the State of Washington as Principal ("Principal") and __________________________________, a corporation organized and existing under the laws of the State of ______________ and authorized and admitted to transact business in the State of Washington as Surety ("Surety"), are jointly and severally held and bound unto the CITY OF ARLINGTON as Obligee ("Owner") for the use and benefit of Claimants defined below as beneficiaries of the trust fund created by RCW 60.28, in the amount of described below for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal entered into a contract with the Owner in accordance with Drawings, Specifications, and other Contract Documents, which contract is by reference made a part of this Retainage Bond ("Contract"); AND WHEREAS, the Contract and RCW 60.28 require the Owner to reserve from the monies earned by the Principal on estimates during the progress of the improvement or work a sum not to exceed 5% ("Retained Funds"); AND WHEREAS, Principal has requested under RCW 60.28.011(6) to submit a bond for all or a portion of the Retained Funds, and the Owner is required by the statute to accept a satisfactory bond in lieu of the Retained Funds unless it can demonstrate good cause for refusing it; AND WHEREAS, it is the intent of the Principal, the Surety, and the Owner that this Retainage Bond and any proceeds from it are subject to all claims and liens in the same manner and priority as set f orth for retained percentages in RCW 60.28; NOW THEREFORE, the condition of this obligation is that, if there are no valid claims by any person or entity arising under the Contract pursuant to RCW 60.28, and no payment due from the Principal to the State of Washington with respect to taxes imposed pursuant to Title 82 RCW or payments pursuant to RCW 50.42, then this obligation shall be void; otherwise, it shall remain in full force and effect, subject, however, to the following conditions: Retainage Bond Option Form Page 3 of 5 RETAINAGE BOND (cont’d) 3. The amount of this Retainage Bond consists of: (Check one of the following; if neither is checked, the first option shall apply) 5% of the final Contract Sum, including any increases due to change orders, quantities of work, new items of work, or other additions as the Owner may pay under the Contract, any and all future progress payments and 5% of any and all increases in the Contract Sum, or Dollars ($ ), which is a fixed portion of the Retained Funds. Any balance of the Retained Funds will continue to be withheld, and retainage will be withheld from any future progress payments or increases in the Contract Sum unless this Retainage Bond is amended or replaced. 4. The amount of this Retainage Bond shall be reduced by and to the extent of any payment or payments properly made under it. SIGNED AND SEALED this day of , 202 . PRINCIPAL SURETY Principal Signature Date Printed Name Title Surety Signature Date Printed Name Title Name, address, and telephone of local office/agent of Surety Company is: Approved as to form: City Attorney, City of Arlington Date Retainage Bond Option Form Page 4 of 5 RETAINAGE ESCROW ACCOUNT Escrow No. Bank or Trust Company Bank Account # Agency: City of Arlington Branch 238 N Olympic Ave . Arlington, WA 98223 Street Address Project Name: City, State, Zip Code The Undersigned, , herein referred to as the Contractor, has directed City of Arlington, and hereinafter referred to as the Agency, to deliver to you its warrants or checks, which shall be payable to you and the Contractor jointly. Such warrants or checks are to be held and disposed of by you in accordance with the following instructions and upon the terms and conditions hereinafter set forth. INSTRUCTIONS 1.Warrants or checks made payable to you and the Contractor jointly upon delivery to you shall be endorsed by you and forwarded for collection. The monies will then be used by you to purchase, as directed by the Contractor, bonds or other securities chosen by the Contractor and approved by the Agency. Attached is a list of the types of such bonds, or other securities approved by the Agency. Other bonds or securities, except stocks may be selected by the Contractor, subject to express written approval of the Agency. Purchase of such bonds or other securities shall be in a form which shall allow you alone to reconvert such bonds or other securities into money if you are required to do so by the Agency as provided in Paragraph 4 of the Escrow Agreement. 2.When and as interest on the securities held by you pursuant to this agreement accrues and is paid, you shall collect such interest and forward it to the Contractor at its address designated below unless otherwise directed by the Contractor. 3.You are not authorized to deliver to the Contractor all or any part of the securities held by you pursuant to this agreement (or any monies derived from the sale of such securities or the negotiation of the Agency’s warrants or checks) except in accordance with written instructions from the Agency. Compliance with such instructions shall relieve you of any further liability related thereto. The estimated completion date on the contract underlying this Escrow Agreement is subject to change as provided for by contract provisions. Retainage Bond Option Form Page 5 of 5 RETAINAGE ESCROW ACCOUNT (cont’d) 4.The Contractor agrees to pay you as compensation for your services hereunder as follows: Payment of all fees shall be the sole responsibility of the Contractor and shall not be deducted from any property placed with you pursuant to this agreement until and unless the Agency directs the release to the Contractor of the securities and monies held hereunder whereupon you shall be granted a first lien upon such property released and shall be entitled to reimburse yourself from such property for the entire amount of your fees as provided for herein above. In the event that you are made a party to any litigation with respect to the property held by you hereunder, or in the event that the conditions of this escrow are not promptly fulfilled or that you are required to render any service not provided for in these instructions or that there is any compensation for such extraordinary services from the Contractor and reimbursement from the Contractor for all costs and expenses, including attorney fees occasioned by such default, delay, controversy, or litigation. 5.This agreement shall not be binding until executed by the Contractor and the Agency and accepted by you. 6.This instrument contains the entire agreement between you, the Contractor and the Agency with respect to this escrow and you are not a party to nor bound by any instrument agreement other than this, you shall not be required to take notice of any default or any other matter, nor be bound by nor required to give notice or demand, nor required to take action whatever except as herein expressly provided; you shall not be liable for any loss or damage not caused by your own negligence or willful misconduct. 7.The foregoing provisions shall be binding upon assigns, successors, personal representatives, and heirs of the parties hereto. The undersigned have read and hereby approve the instruction as given about governing the administration of this escrow and do hereby execute this agreement on this day of , 202 . City of Arlington Contractor Agency Authorized Signature Authorized Signature 238 N Olympic Ave Address Address Arlington, WA 98223 City-State-Zip City-State-Zip The above escrow instruction received and accepted this day of , 202 . Bank or Trust Company Authorized Signature Payment and Performance Bond Page 1 of 2 PAYMENT AND PERFORMANCE BO ND to t he C ITY O F ARLINGTON, WASHINGTON THE CITY OF ARLINGTON, WASHINGTON (the "City") has awarded to ________________________________________ _____ ("Principal"), a contract for the construction of the project designated as ____________________________________ ("Contract"), and said Principal is required to furnish a payment and performance bond in accordance with RCW 39.08 and, where applicable, RCW 60 .28. The Principal and ________________________________________("Surety), a corporation organized under the laws of the State of ________________ and licensed to do business in the State of Washington as surety, are jointly and severally held and firmly bound to the City in the sum of________________________________________________US Dollars ($ _________________), subject to the provisions h erein. THE CONDITIONS OF THIS BOND ARE SUCH THAT, if the said Principal faithfully performs all of the provisions of the Contract in the manner and within the time therein set forth, or within such extension of time as may be granted under the Contract (notice of which extension being hereby waived by the Surety), and shall pay all laborers, mechanics, subcontractors and material suppliers, and all persons who supply said principal or subcontractors with provisions and supplies for the carrying on of the Contract work, and shall hold the City harmless from any loss or damage occasioned to any person or property by reason of any carelessness or negligence of the Principal, or any subcontractor in the performance of the Contract work, and shall hold the City harmless from any loss or damage occasioned to any person or property by reason of any carelessness or negligence of the Principal, or any subcontractor in the performance of the Contract work, and shall indemnify and hold harmless from any direct or indirect damage or expense by reason or failure of performance as specified in the Contract or from defects appearing or developing in the material or workmanship provided or performed under the Contract, then and in that event this obligation shall be void; but otherwise it shall be and remain in full force and effect until, at a minimum , claims filed in compliance with Chapter 39 .08 RCW are resolved and all other conditions set forth herein are satisfied. PROVIDED FURTHER, that if said Contract is a public improvement contract involving the construction, alteration, repair, or improvement of any highway, road , or street funded in whole or in part by federal transportation funds, then an additional condition of this bond shall be that this bond secures full payment to the State of Washington, including the departments of Revenue, Employment Security, and Labor and Industries, with respect to taxes imposed pursuant to Titles 50, 51, and 82 RCW which may be due. THE SURETY, FOR VALUE RECEIVED, FURTHER AGREES THAT no change, Payment and Performance Bond Page 2 of 2 extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond, and waives notice of any change, extension of time, alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modification and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. THE SURETY ACKNOWLEDGES that the City will execute the Contract after the date of execution of the power of attorney attached to this bond, and the Surety further represents that the power of attorney will be valid on the date of Contract execution. PRINCIPAL SURETY Signature Signature Print Name, Title Print Name, Title Date of Execution Date of Execution and Seal Name, address, and telephone of local office/agent of Surety is: APPROVED AND ACCEPTED this day of , 20 for the CITY OF ARLINGTON by: Departmental Approval: City Attorney Director NON-COLLUSION DECLARATION The undersigned bidder or agent, being duly sworn on oath, says that he/she has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him/her, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to include anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. He/She further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, free gift, commission or thing of value on account of such sale. I HEREBY DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF WASHINGTON THAT THE FOREGOING IS TRUE AND CORRECT. Dated this ______ day of ___________, 202__, at ____________________, WA _________________________________________________ (Name of Organization) _________________________________________________ (Name and Title of P erson Signing) _________________________________________________ (Signature) CERTIFICATION REGARDING INELIGIBLE CONTRACTORS ___________________________, certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Where the bidder is unable to certify to any of the statements in this certification, such bidder shall attach an explanation to this bid. The bidder certifies or affirms the truthfulness and accuracy of the contents of the statement submitted on or with this certification and understands that the provisions of 31 USC Section 3801, et seq., are applicable thereto. Authorized Official Signature Typewritten Name Title of Authorized Official Date Company Name CERTIFICATION OF RESTRICTIONS ON LOBBYING The undersigned certifies to the best of its knowledge or belief that it complies with 49 CFR Part 20 New Restrictions on Lobbying: 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 an agency, a member of Congress, an officer or employee of Congress, or an 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 any 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 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. 3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance is 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, USC. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Executed this _____ day of __________________, 202__. Authorized Official Signature Typewritten Name Title of Authorized Official NOTE: CONTRACTORS ARE REQUIRED, PURSUANT TO FEDERAL LAW, TO INCLUDE THE ABOVE LANGUAGE IN SUBCONTRACTS OVER $100,000, AND TO OBTAIN THIS CERTIFICATE FROM EACH SUBCONTRACTOR BEING PAID $100,000 OR MORE UNDER THIS CONTRACT. Company Name PROFESSIONAL SERVICE AGREEMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into in duplicate this ( ) day of ( ), ( ) by and between the CITY OF ARLINGTON, a Washington municipal corporation, hereinafter referred to as the "CITY" or “OWNER” and, Dowl, LLC hereinafter referred to as the "CONSULTANT". RECITALS: WHEREAS, the CITY desires to have certain services and/or tasks performed as set forth below requiring specialized skills and other supportive capabilities; and WHEREAS, sufficient CITY resources are not available to provide such services; and WHEREAS, the CONSULTANT represents that the CONSULTANT is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and/or tasks set forth in this Agreement. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the parties hereto agree as follows: 1. Scope of Services. The CONSULTANT shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as CONSULTANT responsibilities throughout this Agreement and as detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). CITY has relied upon the qualifications of CONSULTANT in entering into this Agreement. By execution of this Agreement, CONSULTANT represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all applicable current laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit “A” hereto. CONSULTANT shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. CONSULTANT will be responsible for the technical accuracy of its services and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. CONSULTANT agrees to correct any deficiencies discovered without additional compensation, except to the extent such deficiencies are directly attributable to deficiencies or omissions in City-furnished information. PROFESSIONAL SERVICE AGREEMENT 2 2. Term. The contract shall be completed by June 30, 2026, unless sooner terminated according to the provisions herein. 3. Compensation and Method of Payment. 3.1 Payments for services provided hereunder shall be made following the performance of such services, unless otherwise permitted by law and approved in writing by the CITY. 3.2 No payment shall be made for any service rendered by the CONSULTANT except for services identified and set forth in this Agreement. 3.3 The CITY shall pay the CONSULTANT for work performed under this Agreement as follows: CONSULTANT shall submit monthly invoices detailing work performed and expenses for which reimbursement is sought. CITY shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 CITY shall pay CONSULTANT for such services: (check one) Hourly: $ __________ per hour, plus actual expenses, but not to exceed a total of $___________ without an amendment to the contract. Fixed Sum: A total amount of $XXXXXXX in accordance with the fee schedule contained in Exhibit B for all work performed and expenses incurred under this contract. Other: An hourly fee plus reimbursement of expenses per the scope of work attached as Exhibit A, but not to exceed $( ) for all work performed and expenses incurred under this contract. 4. Reports and Inspections. 4.1 The CONSULTANT at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement. 4.2 The CONSULTANT shall at any time during normal business hours and as often as the CITY or State Auditor may deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the CITY or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The CITY shall receive a copy of all audit reports made by the agency or firm as to the CONSULTANT'S activities. The CITY may, at its discretion, conduct an audit at its expense, using its own or outside auditors, PROFESSIONAL SERVICE AGREEMENT 3 of the CONSULTANT'S activities which relate, directly or indirectly, to this Agreement. 5. Independent Contractor Relationship. 5.1 The parties intend that an independent CONSULTANT/CITY relationship will be created by this Agreement. The CITY is interested primarily in the results to be achieved; subject to paragraphs herein, the implementation of services will lie solely with the discretion of the CONSULTANT. No agent, employee, servant or representative of the CONSULTANT shall be deemed to be an employee, agent, servant or representative of the CITY for any purpose, and the employees of the CONSULTANT are not entitled to any of the benefits the CITY provides for its employees. The CONSULTANT will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors or representatives during the performance of this Agreement. 5.2 In the performance of the services herein contemplated the CONSULTANT is an independent contractor with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the CITY and shall be subject to the CITY'S general rights of inspection and review to secure the satisfactory completion thereof. 6. CONSULTANT Employees/agents The CITY may at its sole discretion require the CONSULTANT to remove any employee, agent or servant from employment on this Project. The CONSULTANT may however employ that (those) individual(s) on other non-CITY related projects. 7. Hold Harmless/Indemnification. 7.1 CONSULTANT shall indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the negligence of the CITY. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONSULTANT and the CITY, its officers, officials, employees, and volunteers, the CONSULTANT's liability, including the duty and cost to defend, hereunder shall be only to the extent of the CONSULTANT's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall PROFESSIONAL SERVICE AGREEMENT 4 survive the expiration or termination of this Agreement, though no indemnification claim shall lie after any applicable underlying limitation of action(s) has run. 8. Insurance. The CONSULANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 8.1 Insurance Term. The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 8.2 No Limitation. The CONSULTANT’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the CITY’s recourse to any remedy available at law or in equity. 8.3 Minimum Scope of Insurance. The CONSULTANT shall obtain insurance of the types and coverage described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be as least as broad as Insurance Services Office (ISO) form CA 00 01. b. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The CITY shall be named as an additional insured under the CONSULTANT’s Commercial General Liability insurance policy with respect to the work performed for the CITY using an additional insured endorsement at least as broad as ISO CG 20 26. c. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance appropriate to the CONSULTANT’s profession. 8.4 Minimum Amounts of Insurance. The CONSULTANT shall maintain the following insurance limits: PROFESSIONAL SERVICE AGREEMENT 5 a. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. c. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 8.5 Other Insurance Provision. The CONSULTANT’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the CITY. Any insurance, self-insurance, or self-insured pool coverage maintained by the CITY shall be excess of the CONSULTANT’s insurance and shall not contribute with it. 8.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V. 8.7 Verification of Coverage. The CONSULTANT shall furnish the CITY with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the CONSULTANT before commencement of the work. 8.8 Notice of Cancellation. The CONSULTANT shall provide the CITY with written notice of any policy cancellation within two business days of their receipt of such notice. 8.9 Failure to Maintain Insurance. Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days’ notice to the CONSULTANT to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the CONSULTANT from the CITY. 8.10 CITY Full Availability of CONSULTANT Limits. If the CONSULTANT maintains higher insurance limits than the minimums shown above, the CITY shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the CONSULTANT, irrespective of whether such PROFESSIONAL SERVICE AGREEMENT 6 limits maintained by the CONSULTANT are greater than those required by this contract or whether any certificate of insurance furnished to the CITY evidences limits of liability lower than those maintained by the CONSULTANT. 9. Treatment of Assets. Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY shall become the owner of the work product and other documents, if any, prepared by the CONSULTANT pursuant to this Agreement. 10. Compliance with Law/FAA Requirements. 10.1 The CONSULTANT, in the performance of this Agreement, shall comply with all applicable federal, state or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 10.2 The CONSULTANT specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 10.3 Access to Records and Reports. The CONSULTANT must maintain an acceptable cost accounting system. The CONSULTANT agrees to provide the sponsor, the Federal Aviation Administration, and the Comptroller General of the United States oir duly authorized representatives, access to any books, documents, papers, and records of the CONSULTANT which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The CONSULTANT agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 10.4 General Civil Rights Provisions. The CONSULTANT agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the CONSULTANT and subtier contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 10.5 Title VI Solicitation Notice: The CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. PROFESSIONAL SERVICE AGREEMENT 7 10.6 Compliance with Nondiscrimination Requirements. During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees as follows: a. Compliance with Regulations: The CONSULTANT will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. b. Non-discrimination: The CONSULTANT, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, Including Procurements 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 procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the CONSULTANT of the CONSULTANT’s obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. d. Information and Reports: The CONSULTANT will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish the information, the CONSULTANT will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of a CONSULTANT’s noncompliance with the Nondiscrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: PROFESSIONAL SERVICE AGREEMENT 8 1. Withholding payments to the CONSULTANT under the contract until the CONSULTANT complies; and/or 2. Cancelling, terminating, or suspending a contract, in whole or in part. f. Incorporation of Provisions: The CONSULTANT will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, Required Contact Provisions Issued on January 29, 2016 Page 19 AIP Grants and Obligated Sponsors Airports (ARP) unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The CONSULTANT will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the CONSULTANT becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the CONSULTANT may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the CONSULTANT may request the United States to enter into the litigation to protect the interests of the United States. 10.7 Applicable Nondiscrimination Statutes. During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); PROFESSIONAL SERVICE AGREEMENT 9 • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 10.8 Texting While Driving. In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While Driving” (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. In support of this initiative, the Owner encourages the CONSULTANT to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The CONSULTANT PROFESSIONAL SERVICE AGREEMENT 10 must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. 10.9 Energy Conservation Requirements. CONSULTANT and its subcontractors agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201et seq). 10.10 Federal Fair Labor Standards Act. All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The CONSULTANT has full responsibility to monitor compliance to the referenced statute or regulation. The CONSULTANT must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. 10.11 Occupational Safety and Health Act of 1970. All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. CONSULTANT must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The CONSULTANT retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). CONSULTANT must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. 10.12 Trade Restriction Certification. By submission of an offer, the CONSULTANT certifies that with respect to this solicitation and any resultant contract, the CONSULTANT - a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (U.S.T.R.); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and c. has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may PROFESSIONAL SERVICE AGREEMENT 11 render the maker subject to prosecution under Title 18, United States Code, Section 1001. The CONSULTANT must provide immediate written notice to the Owner if the CONSULTANT learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The CONSULTANT must require subcontractors provide immediate written notice to the CONSULTANT if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a CONSULTANT or subcontractor: (1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or (2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or (3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of CONSULTANT is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The CONSULTANT agrees that it will incorporate this provision for certification without modification in in all lower tier subcontracts. The CONSULTANT may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the CONSULTANT has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the CONSULTANT or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 10.13 Veteran’s Preference. In the employment of labor (excluding executive, administrative, and supervisory positions), the CONSULTANT and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as PROFESSIONAL SERVICE AGREEMENT 12 defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. 10.14 Certification Regarding Lobbying. The CONSULTANT certifies by signing and submitting this agreement, 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 CONSULTANT, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an 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 any 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 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. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 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 and not more than $100,000 for each such failure. 10.15 Clean Air and Water Pollution Control. CONSULTANT agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The CONSULTANT agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. CONSULTANT must include this requirement in all subcontracts that exceeds $150,000. PROFESSIONAL SERVICE AGREEMENT 13 10.16 Certification of CONSULTANT regarding Debarment. The CONSULTANT certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. 10.17 Certification of CONSULTANT regarding Tax Delinquency and Felony Convictions 1) CONSULTANT represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2) The CONSULTANT represents that it is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. 10.18 Disadvantaged Business Enterprises Provisions. CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Owner deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non-responsible. 10.19 Compliance with Applicable Federal Laws and Regulations. Contractor agrees to comply with all other applicable federal laws and regulations governing the provision of professional services on federally funded projects, including but not limited to the Federal Acquisition Regulation (FAR), 48 CFR , Competition in Contracting Act (CICA), Brooks Act, Federal Acquisition Streamlining Act (FASA), Service Contract Act (SCA), Anti-Kickback Act, False Claims Act (FCA), and any agency-specific regulations applicable to the project. Contractor further agrees to adhere to ethical standards and guidelines set forth by the contracting agency and to refrain from engaging in any conduct that would violate federal law or compromise the integrity of the procurement process. Contractor acknowledges that failure to comply with these requirements may result in termination of the contract and/or other remedies available to the contracting agency, including but not limited to suspension or debarment from future government contracts. 11. Breach of Contract. Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. PROFESSIONAL SERVICE AGREEMENT 14 Owner will provide CONSULTANT written notice that describes the nature of the breach and corrective actions the CONSULTANT must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to CONSULTANT until such time the CONSULTANT corrects the breach or the Owner elects to terminate the contract. The Owner’s notice will identify a specific date by which the CONSULTANT must correct the breach. Owner may proceed with termination of the contract if the CONSULTANT fails to correct the breach by deadline indicated in the Owner’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. 12. Assignment/subcontracting. 12.1 The CONSULTANT shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the CITY, and it is further agreed that said consent must be sought in writing by the CONSULTANT not less than thirty (30) days prior to the date of any proposed assignment. The CITY reserves the right to reject without cause any such assignment. 12.2 Any work or services assigned hereunder shall be subject to each provision of this Agreement and proper bidding procedures where applicable as set forth in local, state and/or federal statutes, ordinances and guidelines. 12.3 Any technical/professional service subcontract not listed in this Agreement, must have express advance approval by the CITY. 13. Changes. Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parties. Such amendments shall be attached to and made part of this Agreement. 14. Maintenance and Inspection of Records. 14.1 The CONSULTANT shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICE AGREEMENT 15 14.2 The CONSULTANT shall retain all books, records, documents and other material relevant to this agreement, for six (6) years after its expiration. The CONSULTANT agrees that the CITY or its designee shall have full access and right to examine any of said materials at all reasonable times during said period. 15. Other Provisions. If changes in state law necessitate that services hereunder be expanded, the parties shall negotiate an appropriate amendment. If after thirty (30) days of negotiation, agreement can not be reached, this Agreement may be terminated by the CITY no sooner than sixty (60) days thereafter. 16. Termination. 16.1 Termination for Convenience. a. The Owner may, by written notice to the CONSULTANT, terminate this Agreement for its convenience and without cause or default on the part of CONSULTANT. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. b. Upon termination of the Agreement, the CONSULTANT must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. c. Owner agrees to make just and equitable compensation to the CONSULTANT for satisfactory work completed up through the date the CONSULTANT receives the termination notice. Compensation will not include anticipated profit on non-performed services. d. Owner further agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 16.2 Termination for Cause. Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this PROFESSIONAL SERVICE AGREEMENT 16 clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the CONSULTANT to: 1. Perform the services within the time specified in this contract or by Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the CONSULTANT must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the CONSULTANT must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the CONSULTANT for satisfactory work completed up through the date the CONSULTANT receives the termination notice. Compensation will not include anticipated profit on non- performed services. Owner further agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the CONSULTANT was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by CONSULTANT: The CONSULTANT may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the CONSULTANT in accordance with the terms of this Agreement; 3. Suspends the Project for more than 180 days due to reasons beyond the control of the CONSULTANT. Upon receipt of a notice of termination from the CONSULTANT, Owner agrees to cooperate with CONSULTANT for the purpose of terminating the agreement or PROFESSIONAL SERVICE AGREEMENT 17 portion thereof, by mutual consent. If Owner and CONSULTANT cannot reach mutual agreement on the termination settlement, the CONSULTANT may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner’s breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the CONSULTANT through the effective date of termination action. Owner agrees to hold CONSULTANT harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 17. Notice. Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the parties on the last page of this Agreement. 18. Attorneys Fees and Costs. If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 19. Jurisdiction and Venue. 19.1 This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by laws of the State of Washington, both as to interpretation and performance. 19.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 20. Severability. 20.1 If, for any reason, any part, term or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 20.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith PROFESSIONAL SERVICE AGREEMENT 18 shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 21. Entire Agreement. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first hereinabove written. CITY OF ARLINGTON CONSULTANT: Dowl, LLC ______________________________ ____________________________ Don E. Vanney, Mayor Attest: ________________________________ Wendy Van Der Meersche, City Clerk Page 1 of 2 TASK ORDER #5 EXHIBIT A: SCOPE OF WORK City of Arlington – Arlington Municipal Airport (AWO) Taxiway A Improvements Project Phase 2: Construction Administration This project will be completed under the Professional Services Agreement between the City of Arlington and DOWL, LLC, dated ( ). Project Description This project includes the following improvements to the Arlington Municipal Airport (AWO), as shown in the attached Figure 1. Taxiway A Improvements (AIP Eligible): The work to be performed under this contract includes asphalt pavement milling, asphalt pavement, demolition, new asphalt overlay, new pavement section construction, taxiway edge lighting and signing demolition and installation, and application of new paint markings, topsoiling, and seeding. Taxiway A1 & A4 Reconstruction / Realignment / Narrowing: 1. Realign and reconstruct Connector Taxiway A1 and Connector Taxiway A4 geometry conforming with Federal Aviation Administration (FAA) Advisory Circular (AC) 150/5300-13B, Change 1 Airport Design. Connector Taxiways A1 and A4 will be designed to meet Taxiway Design Group (TDG) 3 standards, with a minimum 50-foot width. Connector Taxiways A1 and A4 are eligible for TDG 2 standards, with a minimum 35-foot width. The additional pavement required for TDG 3 standards will not be eligible for FAA funding and will be funded by the AIRPORT. Existing large swaths of excess pavement will be removed. Existing taxiway pavement section base course and subbase course will be preserved to the extent feasible where new taxiway layouts overlap existing taxiway pavement. Taxiway A/A2/A3 Mill & Overlay: 1. Mill and overlay of Taxiway A, full length. Overlay is anticipated to match existing apron and taxilanes east of Taxiway A. Minor additional milling and overlay may be required to transition short segments of apron and taxilane if grade corrections are required to match the new overlay surface. 2. Mill and overlay of Connector Taxiways A2 and A3 up to the edge of Runway 16/34. 3. Mill and overlay of Connector Taxiways A1 and A4 up to the edge of Runway 16/34 in areas where the existing pavement sections overlaps with the proposed taxiway pavement section. Taxiway A1 & A4 Lighting: 1. Removal of existing taxiway edge lighting and installation of new taxiway edge lighting along Connector Taxiways A1 and A4, from the existing runway edge to a suitable tie-in point on Taxiway A. New taxiway edge lights will meet the standards of FAA AC 150/5340-30J Design and Installation Details for Airport Visual Aids. This may require removing and installing taxiway edge lights along Taxiway A as needed to meet taxiway edge light spacing requirements. City of Arlington – Arlington Municipal Airport (AWO) Taxiway A Improvements Phase 2: Construction Administration Page 2 of 2 Taxiway A1 & A4 Lighted Sign Replacement: 1. Removal of existing signs and installation of new lighted runway exit, runway holding position, taxiway location, and taxiway direction signs as needed for the new layouts of Taxiways A1 and A4. DOWL (CONSULTANT) and The City of Arlington – Arlington Municipal Airport (AIRPORT) have prepared the following scope of work. Page 1 of 4 PHASE 2 CONSTRUCTION ADMINISTRATION Project Assumptions a) This project will be completed between August 2024 and June 2026. b) A flight check and associated FAA Reimbursable Agreement is not anticipated to be required. c) A safety review through the FAA’s Safety Risk Management (SRM) process is not anticipated to be required d) Development of Field Note Records will be developed by the CONSULTANT e) Contractor Progress Payments will be developed by the CONSULTANT. f) Prevailing wage rate interviews will be conducted by the CONSULTANT. Project Fee Estimate The CONSULTANT fee estimate is included as Exhibit B. 2.1 PROJECT MANAGEMENT The CONSULTANT will provide project management and administration, management of subconsultants, and liaison with the AIRPORT and FAA, and prepare monthly invoices with monthly progress reports. It is assumed that up to twelve (12) invoices will be required. 2.2 CONSTRUCTION MANAGEMENT PLAN The CONSULTANT will prepare a Construction Management Plan per FAA Advisory Circular 150/5370-12B, Quality Management for Federally Funded Airport Construction Projects, and submit to the FAA prior to the start of construction. Deliverables: Final Construction Management Plan PDF via email 2.3 PRE-CONSTRUCTION ACTIVITIES The CONSULTANT will conduct a pre-construction conference and review the CSPP with the Contractor onsite prior to work commencing and making any necessary modifications that may be required. The CONSULTANT will review the Contractor’s proposed schedule with the AIRPORT prior to the meeting. 2.4 SUBMITTAL REVIEW The CONSULTANT will review Contractor submittals for conformance with plans and specifications and maintain a submittal log with all submittals to date and the status of each submittal. It is assumed that up to 25 submittals will be reviewed. 2.5 CONSTRUCTION ADMINISTRATION Provide construction administration services to include: a) Preparation of up to five (5) Contractor progress payment requests. b) Preparation of up to ten (10) construction change orders. c) Respond to up to 12 Contractor Requests for Information. City of Arlington – Arlington Municipal Airport (AWO) Taxiway A Improvements Phase 2: Construction Administration Page 2 of 4 d) Review all weekly certified payrolls (prime and subcontractors) monthly prior to the pay request and provide tracking spreadsheet to the AIRPORT. Preparation of up to five (5) certified payrolls e) Review “Statement of Intent to Pay Prevailing Wage” and “Affidavit of Wages Paid” forms for prime Contractor and subcontractors. f) Conduct employee wage interviews for both prime contractor and subcontractors, as required by the AIRPORT. g) Prepare weekly meeting agenda and minutes (16 meetings estimated). h) Provide Inspector Daily Reports (IDRs) for every working day the Contractor is working at the airport. Resident Engineer and Inspector will prepare and submit IDRs for each working day they are on site. (80 reports estimated). i) Prepare FAA weekly reports with progress photos for every week the Contractor is working at the airport (16 reports estimated). j) Prepare and submit FAA quarterly reports (6 reports estimated). k) Resident Engineer will conduct up to sixteen (16) weekly construction meetings on-site and will be on site up to ten (10) additional 8-hour days to monitor overlay staking on milled surface, test section construction, and significant production paving days. l) Prepare Field Note Records (FNR) to support Contractor Progress Payments. 2.6 RESIDENT PROJECT REPRESENTATIVE (RPR) & INSPECTION The CONSULTANT will provide full-time onsite Resident Project Representative (RPR) through construction (10-hour days, 80 working days) and an additional part-time Resident Engineer (RE) for review of staking on milled surface, test section evaluation, and significant production paving days (up to 10, 8-hour days). RPR and RE will monitor and document construction progress, confirm conformance with schedules, plans and specifications, measure and document construction pay quantities, document significant conversations or situations, document input or visits by local authorities, etc., and photograph daily construction activities. RPR and RE will conduct up to twelve (12) weekly meetings on-site to coordinate progress of construction work with the AIRPORT, airport tenants, and the Contractor. Prepare daily reports documenting construction progress when onsite, materials used, number of workers and work process, and equipment used. Construction is anticipated to last approximately twelve (16) weeks. 2.7 ACCEPTANCE TESTING The CONSULTANT will provide acceptance testing for Hot Mix Asphalt (P-401), Crushed Aggregate Base Course (P-209), Subbase Course (P-154), and Subgrade (P-152), as follows: 1. Hot Mix Asphalt (P-401) a. This will include two (2) control strips with four (4) sublots each. b. Production paving with up to seven (7) lots, and up to twenty-eight (28) total sublots. c. Each sublot shall have one Gyratory density test, one TMD test, one mat and one joint core density test, and one air void test. 2. Crushed Aggregate Base Course (P-209) a. Crushed Aggregate Base Course will be tested for density and thickness. It is anticipated that two (2) samples will be required for the test strip and up to sixteen (16) samples will be required for Crushed Aggregate Base Course construction. 3. Subbase Course (P-154) City of Arlington – Arlington Municipal Airport (AWO) Taxiway A Improvements Phase 2: Construction Administration Page 3 of 4 a. Subbase Course will be tested for density and thickness. It is anticipated that two (2) samples will be required for the test strip and up to sixteen (16) samples will be required for Subbase Course construction. 4. Subgrade (P-152) a. Subgrade will be tested for density. It is anticipated that up to twenty (20) samples will be required. 2.8 FINAL INSPECTION The RPR and RE will attend the final inspection with Airport personnel and the Contractor. The RE will prepare a punch list for the Contractor, if required. The RPR and RE will conduct one (1) follow-up inspection when the Contractor has completed the punch list. Additional inspections, if required, will be deducted from the Contractor’s final pay estimate. 2.9 RECORD DRAWINGS The CONSULTANT will prepare record drawings incorporating documented changes by the RPR and CONTRACTOR throughout construction and deliver a PDF of the record drawings to the AIRPORT and FAA via electronic file transfer. 2.10 PROJECT CLOSEOUT The CONSULTANT will prepare a Draft FAA Construction Final Report per FAA 620-05 Standard Handout for Final Reports including Final Payment Summary. A draft final reimbursement request, and draft final (SF425/SF271) will be submitted separately to the AIRPORT and FAA for review. Review comments will be incorporated, and a final documents will be submitted for approval. The CONSULTANT will determine the Pavement Classification Rating (PCR) of the constructed pavement section and update the Airport Master Record and provide an As-Built Airport Layout Plan including memo, after construction. 2.11 GRANT ASSISTANCE The CONSULTANT will provide the AIRPORT with the following grant assistance: 1. Assist the Airport with general management of FAA AIP grant for this project. 2. Prepare FAA Quarterly and Annual Performance Reports and submit to the FAA. 2.12 DBE REPORTING The CONSULTANT will complete and submit the annual DBE Uniform Report online via the FAA Civil Rights Connect website. City of Arlington – Arlington Municipal Airport (AWO) Taxiway A Improvements Phase 2: Construction Administration Page 4 of 4 DELIVERABLES: The following documents, exhibits, or other presentations for work covered by this Agreement will be furnished by the CONSULTANT to the AIRPORT upon the completion of the various phases of the work. Pre-Construction Conference Meeting Agenda and Minutes PDF via email Construction Management Plan Construction Management Plan PDF via email Grant Assistance FAA Quarterly Report(s) PDF via email Construction Construction Documentation Complete set of electronic files on flash drive Meeting Minutes PDF via email Record Drawings Airport: Three (3) 11”x17” paper copies & PDF, FAA: PDF via electronic delivery Construction Closeout Report Airport: Three (3) copies & PDF, FAA: PDF via electronic delivery Airport Layout Plan Update PDF via electronic delivery DBE Reporting Annual DBE Uniform Report Online via FAA Civil Rights Connect General Invoice and Progress Reports PDF via email Payroll Tracking Spreadsheet Excel spreadsheet via email Certified Payroll Reviews PDF via email Client:Arlington Municipal Airport (AWO) Project:Taxiway A Improvements Project Date:6/3/2024 Phase:02 - Construction Administration LABOR: TASK Project Deputy PM / Engineering Accounting NO.TASK (Scope of Services)Manager VII Engineer IV Engineer II Tech. VI Tech.TOTAL LABOR 250.00 190.00 145.00 175.00 120.00 HOURS COST 2.1 Project Management 16 40 0 0 20 76 14,000$ a General Project Management (12 invoices)16 40 20 76 14,000$ 2.2 Construction Management Plan 2 4 16 0 0 22 3,580$ a Construction Management Plan 2 4 16 22 3,580$ 2.3 Pre-Construction Activities 8 12 10 0 0 30 5,730$ a Review Schedule 2 4 2 8 1,550$ b Pre-Construction Agenda / Conference / Minutes 6 8 8 22 4,180$ 2.4 Submittal Reviews 8 24 40 0 0 72 12,360$ a Material Submittal Reviews 8 24 40 72 12,360$ 2.5 Construction Administration 41 110 178 15 0 344 59,585$ a Contractor Progress Pay Request (5)5 10 10 25 4,600$ b Preparation of Change Orders (10)5 20 10 35 6,800$ c Respond to RFI's (12)12 24 5 41 8,435$ d Certified Payroll Review (5)5 20 25 3,850$ e Labor Documentation Review 2 5 20 27 4,350$ f Employee Wage Rate Interviews 4 8 12 1,920$ g Weekly Meeting Agenda / Minutes (Anticipated 16)2 8 24 34 5,500$ h Daily Reports (Anticipated 80 Reports)8 20 40 68 11,600$ i Prepare FAA weekly reports (Anticipated 16 reports)2 4 16 22 3,580$ j Review FNR and Prepare Contractor Progress Payments 5 10 40 55 8,950$ 2.6 RPR & Inspection 64 192 800 0 0 1,056 168,480$ a Full-Time Inspector (80, 10-hour days)800 800 116,000$ b Part-Time Resident Engineer (16, 8-hour days)128 128 24,320$ c Weekly Meetings (PM - 16 Weeks, 4-hour days)64 64 128 28,160$ 2.7 Acceptance Testing 12 28 25 0 0 65 11,945$ a PM Subconsultant Coordination/Management 8 24 32 6,560$ b PWL & Pay Factor Review & QC 4 4 25 33 5,385$ c Acceptance Testing -$ 2.8 Final Inspection 6 16 20 0 0 42 7,440$ a Final Inspection 6 6 12 2,010$ b Punchlist 4 8 12 1,920$ c Closeout Inspection 6 6 6 18 3,510$ 2.9 Record Drawings 0 0 20 20 0 40 6,400$ a Record Drawings 20 20 40 6,400$ 2.10 Project Closeout 8 18 76 8 0 110 17,840$ a Draft FAA Construction Final Report/Project Summary 4 8 40 52 8,320$ b FAA Construction Final Report/Project Summary 2 4 20 26 4,160$ c Update Airport Master Record (5010)2 4 6 960$ d ALP Update 2 4 12 8 26 4,400$ 2.11 Grant Assistance 12 20 8 0 0 40 7,960$ a AIP Grant Management 8 16 24 5,040$ b FAA Quarterly/Annual Performance Reports 4 4 8 16 2,920$ 2.12 DBE Reporting 1 8 4 0 0 13 2,350$ a Annual DBE Reporting to FAA Civil Rights Connect 1 8 4 13 2,350$ Labor Subtotal 178 472 1197 43 20 1,910 317,670$ Expenses Mileage (Meetings, Site Visits)132 Trips @ 100 Miles / R.T.$0.67 8,844$ Total Expenses 8,844$ Subconsultants Markup (N/A) Electrical Inspection (Elcon)0%12,000$ 12,000$ Asphalt Acceptance Testing (HWA)0%50,000$ 50,000$ Total Subconsultants 62,000$ TOTAL FEE (Phase 2 - Construction Administration)388,514$ EXHIBIT B-1: CONSULTANT FEE ESTIMATE DOWL PROJECT TEAM Subconsultant (HWA) \\dowl.com\j\Projects\72\15001-07\10PM\Scope & Fee\Draft CA Scope and Fee\EXHIBIT B - Fee Estimate - AWO Taxiway A Reconstruction CA - FINAL.xlsx