date junel9,2014 ext. 3178 received at council office …

LOG NUMBERS

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EXECUTIVE/COUNCIL

MANAGEMENT ROUTING: TO: COUNCIL CHAIRPERSON EXECUTIVE John Lovick SNOHOMISH COUNTY COUNCIL EXEC. DIRECTOR Lenda Lend Crawford DIRECTOR/ELECTED Steve Thomsen, P.E. - EXECUTIVE RECOMMENDATION: DEPARTMENT Public Works _^^^^^^^^^^_

--] Approve No Recommendation __~_-__ _____-

DIV. MGR. Matt ' ̂

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DIVISION Solid VVaste Requested By ^^^ ^ ^^

ORIGINATOR Bill Thornton DATE Junel9,2014 EXT. 3178

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Executive OffiLegnaturrFYPCUtiW

Received at Council Office

DOCUMENT TYPE: ___ BUDGET ACTION: ___ GRANT APPLICATION

____ Emergency Appropriation ___ ORDINANCE

____ Supplemental Appropriation Amendment to Ord. ____ Budget Transfer ___ PLAN

X CONTRACT: OTHER __OTHER X New

Amendment

DOCUMENT / AGENDA TITLE: Professional Services Agreement CCF0314 with URS Corporation for 5R530 Incident Debris Removal - Construction Monitoring.

APPROVAL AUTHORITY: EXECUTIVE COUNCIL X

CITE BASiS SCC 3.04.190

HANDLING: NORMAL B7^su^s Duo^s^ X DEADLINE DATE 6/23/14

PURPOSE: Approval of Agreement CCF03-14 will allow Snohomish County Public Works to utilize URS Corporat i on to provide Construction Monitoring services for the 5R530 Incident Debris Removal Project.

• The Department of Public Works (PW) intends to remove mudslide generated debris including substantial piles of debris left behind by search and rescue teams, from the project site located along SR530 approximately four miles eastof the community of Oso.

• PW does not have the capacity to provide the number of construction monitoring personnel needed to staff this project adequately.

• Through a Request for Proposals (RFP) the PW has solicited the services of a consultant to assist the County with Construction Monitoring Services.

• The consultants were accessed through the Municipal Research and Service Center's (MRSC) shared consultant rosters. Each of the 150 firms listed in the "Construction Management" category were invited to compete for this work by submitting Proposals.

• URS Corporation was one of two consulting firms responding to RFP-MRSC-01-14ondwasse|eotadthrougheatab|iohed Federal, State and County policies and practices.

• FEMA is requirin that the County begin the Debris Removal by June 25th, and PW has scheduled a training one day prior, on June 24 that all consulting staff are required to attend to be eligible to work at the project site.

a PW would like to provide the co lta a notice to proceed by June 23 th to allow its staff the ability to attend the

required training, and be onsite June 25" when the contractor begins the debris removal work.

• A Professional Services Agreement between Snohomish County and URS Corporation was negotiated. Total payments for services under this Agreement shall not exceed $1,975,142.

402 506706564109 Consultant $1,975,142.00 $000 $197514200

REVENUE: FUND, AGY, ORG, REV, SOURCE CURRENT YR 2ND YR 1ST 6 YRS FEMA $1,481,356.50 $0.00 $1,481,356.50 County $493,785.50 $0.00 $493,785.50

TOTAL $1,975,142.00 $0.00 $1,975,142.00

CONTRACT INJ/ORMATION:' ORIGINAL X CONTRACT AMENDMENT CONTRACT

# A

AMOUNT AMOUNT

CONTRACT PERIOD: ORIGINAL Start 8123/4 End 12131114 AMENDMENT Start End

CONTRACT / PROJECT TITLE: Professional Services Agreement CCF03-141 SR530 Incident Debris Removal - Construction Monitoring

CONTRACTOR NAME & ADDRESS(City/State only): URS Corporation, Seattle, WA

APPROVED:

RISK MANAGEMENT Yes ^^ Nq

COMMENTS

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PROSECUTING ATTY - AS To FORM: Yes X No

ELECTRONIC ATTACHMENTS: 8 .doc G:VECA ot|ondoo

NON-ELECTRONIC ~ ~^` ~^~^ ~^~^—^`~~ ^~^^^~ ^^^ '^-'- ^ ' 1. Agreement CCF03-14 (2 originals) 2. Motion 14-

3

SNOHOMISH COUNTY COUNCIL Snohomish County, Washington

MOTION NO. 14-254

AUTHORIZING THE COUNTY EXECUTIVE TO SIGN PROFESSIONAL SERVICES AGREEMENT CCF03-14 WITH URS CORPORATION TO PROVIDE CONSTRUCTION MONITORING SERVICES FOR THE SR530 INCIDENT DEBRIS REMOVAL PROJECT

WHEREAS, Public Works intends to remove mudslide generated debris including substantial piles of debris left behind by search and rescue teams from the project site located along SR530 approximately four miles east of the community of Oso; and

WHEREAS, Public Works does not have the capacity to provide the number of construction monitoring personnel needed to staff this project adequately and has therefore determined a need for assistance from a consultant; and

WHEREAS, URS Corporation was one of two firms responding to RFQ-MRSC-01-14 and was selected through established Federal, State and County policies and practices; and

WHEREAS, Public Works is seeking Council's expedited approval of this agreement in order to meet a FEMA imposed deadline and remain eligible to receive federal reimbursement; and

WHEREAS, Council's approval of this Agreement will allow Public Works to obtain the Construction Monitoring Services necessary to complete the project;

NOW, THEREFORE, ON MOTION, the Snohomish County Council approves and authorizes the County Executive to sign, on behalf of Snohomish County, Professional Services Agreement CCF03-14 with URS Corporation for the amount of $1,875,142.00 and further authorizes the Director of Public Works to approve amendments up to $100,000.00, provided that sufficient appropriation authority exists, for a total amount not to exceed $1,975,142.00.

PASSED this day of , 2014.

SNOHOMISH COUNTY COUNCIL Snohomish County, Washington

Council Chair ATTEST:

Asst. Clerk of the Council

Agreement No, CCF03-14

Snohomish County Consultant/Address/Telephone

URS Corporation Standard Consultant 1501 4 th Avenue, Suite 1400

Agreement Seattle, WA 98101-1616 Contact Name / E-Mail Address

❑ Architectural/Engineering Agreement Chuck Hinson / [email protected]

Personal Services Agreement Telephone Fax 206-438-2057 206-438-2699

Agreement Number Project Title And Work Description

CCF03-14 SR530 Incident Debris Removal - Construction Monitoring

Provide the County with Construction Inspection and Debris Federal Aid Number FEMA-4168-DR Monitoring Services for the SR 530 Incident Debris Removal

Project located approximately four miles east of the community Agreement Type (Choose one) of Oso.

❑ Lump Sum

Lump Sum Amount $

❑ Cost Plus Fixed Fee

Overhead Progress Payment Rate: 0%

Overhead Cost Method DBE Participation

❑ Actual Cost ® Yes ❑ No % ❑ Actual Cost Not To Exceed: 0%

Federal Employer ID Number UBI Number ❑ Fixed Overhead Rate: 0% 94-1716908 601027162

Fixed Fee $ Do you require a 1099 for IRS? Completion Date

® Specific Rates of Pay ❑ Yes ® No December31, 2014

Total Amount Authorized $1,875,142.00 ❑ Negotiated Hourly Rate

❑ Provisional Hourly Rate Management Reserve Fund $100,000.00

❑ Cost Per Unit of Work Maximum Amount Payable $1,975,142.00

INDEX OF EXHIBITS (Check all that apply):

® Exhibit A-1 Scope of Work ❑ Exhibit A-2 Task Order Agreement ❑ Exhibit B-1 DBE Utilization Certification ❑ Exhibit C FEMA Contracting Requirements ❑ Exhibit D-1 Payment - Lump Sum ❑ Exhibit D-2 Payment - Cost Plus ® Exhibit D-3 Payment - Hourly Rate ❑ Exhibit D-4 Payment - Provisional ® Exhibit E-1 Fee - Budget ® Exhibit E-2 Fee - Specific Rates ® Exhibit F Overhead Cost ® Exhibit G Subcontracted Work ® Exhibit G-1 Subconsultant Fee - Budget

Exhibit G-2 Fee — Sub Specific Rates Exhibit G-3 Sub Overhead Cost Exhibit H Title VI Assurances Exhibit I Payment Upon Termination of Agreement

❑ Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase

Exhibit M-1a Consultant Certification Exhibit M-1 b Agency Official Certification Exhibit M-2 Certification - Primary Exhibit M-3 Lobbying Certification Exhibit M-4 Pricing Data Certification Exhibit N Examples

THIS AGREEMENT, made and entered into this day of , 2014, between, Snohomish County, a political subdivision of the State of Washington hereinafter called the "COUNTY", and the above organization hereinafter called the "CONSULTANT ".

Page 1 of 76

Agreement No. CCF03-14

WITNESSETH THAT:

WHEREAS, the COUNTY desires to accomplish the above referenced project, and

WHEREAS, the COUNTY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and

WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the COUNTY,

NOW THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows:

I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT.

11 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT.

III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the COUNTY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the COUNTY. The CONSULTANT shall attend coordination, progress and presentation meetings with the COUNTY and/or such Federal, State, Community, City or County officials, groups or individuals as may be required by the COUNTY. The COUNTY shall provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the COUNTY and the CONSULTANT and shown in Exhibit "A".

The CONSULTANT shall prepare a monthly progress report, in a form approved by the COUNTY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated.

The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of federally assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT.

Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), if required, shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm it must comply with the Commercial Useful Function (CUF) regulation outlined in the COUNTY'S "DBE Program Participation Plan." The mandatory DBE participation goals of the AGREEMENT are those established by the Federal awarding agency in consultation with the COUNTY. The CONSULTANT shall make positive efforts to utilize small businesses, minority-owned firms (MBE), and women's business enterprises (WBE), whenever possible.

The CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

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To the extent applicable, the CONSULTANT shall comply with the terms of 44 CFR 13.36 and Exhibit "C", incorporated herein, and shall cause any and all of its sub-consultants to comply with the terms of 44 CFR 13.36 and Exhibit "C".

All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the COUNTY. Reuse by the COUNTY or by others, acting through or on behalf of the COUNTY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT.

IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the COUNTY.

All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date.

The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the COUNTY in the event of a delay attributable to the COUNTY, or because of unavoidable delays caused by an act of God or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the COUNTY is required to extend the established completion time.

V Payment Provisions The CONSULTANT shall be paid by the COUNTY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made a part of this AGREEMENT. The Maximum Amount Payable by the COUNTY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31.

A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the Federal awarding agency, the Comptroller General of the United States, the State Auditor, WSDOT External Audit Office and/or at the request of the COUNTY'S PROJECT Manager.

VI Sub -Contracting The COUNTY permits sub-contracts for those items of work as shown in Exhibit "G" attached hereto, and by reference made a part of this AGREEMENT.

Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit "G"

The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the COUNTY.

All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V. All sub-contracts shall contain all applicable provisions of this AGREEMENT.

With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.

The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the COUNTY. No permission for sub-contracting shall create, between the COUNTY and sub-contractor, any contract or any other relationship. A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement as established by the Federal awarding agency in consultation with the COUNTY. The CONSULTANT, in selecting sub-consultants, shall make positive efforts to utilize small businesses, minority-owned firms (MBE), and women's business enterprises (WBE), whenever possible.

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To the extent applicable, the CONSULTANT shall cause any and all of its sub-consultants to comply with the terms of 44 CFR 13.36 and Exhibit "C".

VII Employment The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. For breach or violation of this warrant, the COUNTY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the COUNTY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services to be rendered as provided herein, shall be the sole obligation and responsibility of the CONSULTANT.

The CONSULTANT shall not engage, on a full- or part-time basis, or any other basis, during the period of the AGREEMENT, any professional or technical personnel who are, or have been, at any time prior to or during the period of the AGREEMENT, in the employ of the Federal awarding agency, or the State, or the COUNTY, except retired employees, without written consent of the public employer of such person.

The CONSULTANT shall comply with E.O. 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR, 1964-1965 Comp., p. 339), as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."

VIII Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations:

Title VI of the Civil Rights Act of 1964 (42 USC, Chapter 21, Subchapter V, Section 2000d through 2000d-4a)

Federal-Aid Highway Act of 1973 (23 USC, Chapter 3, Section 324)

Rehabilitation Act of 1973 (29 USC, Chapter 16, Subchapter V, Section 794)

Age Discrimination Act of 1975 (42 USC, Chapter 76, Section 6101, et seq.)

Civil Rights Restoration Act of 1987 (Public Law 100-259)

American with Disabilities Act of 1990 (42 USC, Chapter 126, Section 12101, et. Seq.)

49 CFR, Part 21

23 CFR, Part 200

RCW 49.60.180

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In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H", attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto.

IX Termination of Agreement The right is reserved by the COUNTY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT.

In the event this AGREEMENT is terminated by the COUNTY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I", for the type of AGREEMENT used.

No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the COUNTY for any excess paid.

If the services of the CONSULTANT are terminated by the COUNTY for default on the part of the CONSULTANT, the above formula for payment shall not apply.

In such an event, the amount to be paid shall be determined by the COUNTY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the COUNTY at the time of termination, the cost to the COUNTY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the COUNTY of the work performed at the time of termination.

Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above.

If it is determined for any reason the CONSULTANT was not in default or the CONSULTANT'S failure to perform is without the CONSULTANT's or its employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the COUNTY. In such an event, the CONSULTANT will be reimbursed for actual costs in accordance with termination for other than default clauses listed previously.

In the event of death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the COUNTY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the COUNTY, if the COUNTY so chooses.

In the event of death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with COUNTY concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section.

Payment for any part of the work by the COUNTY shall not constitute a waiver by the COUNTY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the COUNTY. Forbearance of any rights under the AGREEMENT shall not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT.

X Changes in Work The CONSULTANT shall make such changes and revisions to the completed work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the COUNTY, without additional compensation therefore. Should the COUNTY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions

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as directed by the COUNTY. This work shall be considered as Extra Work and shall be paid for as herein provided under Section XIV.

XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the COUNTY shall be referred for determination to the Director of Public Works or COUNTY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or COUNTY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors shall be conducted under the procedures found in Exhibit "J", and disputes concerning claims shall be conducted under the procedures found in Exhibit "K".

XII Venue, Applicable Law, and Personal Jurisdiction In the event either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior Court of the State of Washington, situated in the County of Snohomish. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have. the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the County of Snohomish.

Xlil Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington.

The CONSULTANT shall indemnify and hold the COUNTY, the Federal awarding agency, the State and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT's negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the COUNTY, the Federal awarding agency, or the State against and hold harmless the COUNTY, the Federal awarding agency, or the State from claims, demands or suits based solely upon the conduct of the COUNTY, the Federal awarding agency, or State, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the COUNTY, the Federal awarding agency, or the State, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, and (2) the cost to the COUNTY, the Federal awarding agency, or the State of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT's agents or employees.

The CONSULTANT'S relation to the COUNTY shall be at all times as an independent contractor.

The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers.

The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees against the COUNTY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW.

Unless otherwise specified in the AGREEMENT, the COUNTY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On-Call assistance to the COUNTY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents.

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The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW.

Insurance Coverage

A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits

of one million dollars ($1,000,000) per occurrences and two million dollars ($2,000,000) in an aggregate for each policy period.

C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit

Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the COUNTY will be named on all policies as an additional insured. The CONSULTANT shall furnish the COUNTY with verification of insurance and endorsements required by the AGREEMENT. The COUNTY reserves the right to require complete, certified copies of all required insurance policies at any time.

All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the COUNTY;

No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the COUNTY.

The CONSULTANT'S professional liability to the COUNTY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way.

The COUNTY will pay no progress payments under section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the COUNTY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law.

XIV Extra Work A. The COUNTY may at any time, by written order, make changes within the general scope of the

AGREEMENT in the services to be performed.

B. If any such change causes an increase or decrease in the estimated cost of, or the time required for performance of any part of the work under this AGREEMENT, whether or not changed by order, or otherwise affects any other terms and conditions of the AGREEMENT, the COUNTY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly.

C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the order. However, if the COUNTY decides that the facts justify it, the COUNTY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT.

D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.

E. Notwithstanding the terms and conditions of Paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT.

XV Endorsement of Plans If applicable, the CONSULTANT shall place its endorsement on all plans, estimates, or any other engineering data furnished by it.

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XVI Federal and State Review The Federal awarding agency, the Comptroller General of the United States, the State, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions, and shall have the right to participate in the review or examination of the work in progress.

XVII Certification of the Consultant and the County Attached hereto as Exhibit "M-1 (a and b)" are the Certifications of the CONSULTANT and the COUNTY, Exhibit "M-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters — Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000.

XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT.

XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT.

SNOHOMISH COUNTY URS CORPORATION

Signature

Signature

Title Title

APPROVED AS TO FORM ONLY:

Deputy Prosecuting Attorney Date

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••- t a

URS (the CONSULTANT) and its subconsultant team have been selected by the COUNTY to provide construction monitoring of the debris removal for the SR 530 Incident. The term of the Agreement with the CONSULTANT is effective June 24, 2014 and will continue until December 31, 2014. The general Scope of Work to be performed by the CONSULTANT team is described below:

A. Debris Management - The CONSULTANT will serve as the Debris Monitoring firm for the SR 530 Incident Debris Removal contract. As Construction Monitor, the CONSULTANT and its subconsultants will be a part of The COUNTY's debris recovery operation management team, and will provide all of the required staff who will supplement and take direction from COUNTY staff. The CONSULTANT and its subconsultant team may be called upon to assist in tasks such as, but not limited to the following:

• Project Management Meetings and Reporting — The CONSULTANT will facilitate meetings between the COUNTY, key debris monitoring staff, the Spotting Consultant (AECOM) and the debris removal contractor (IMCO) to discuss site safety, daily results, problems requiring resolution, coordination issues, potential operational improvements, etc. These meetings shall continue for a length of time to be determined, based on the progress of the recovery effort. The CONSULTANT shall prepare a daily report of key event statistics for the COUNTY, utilizing data collected, in coordination with the Contractor (Debris Haulers) that includes information such as: (1) number and description of vehicles operating, (2) total loads and tons/cubic yards collected by debris type, (3) total loads and tons collected per contractor, by debris type for offsite disposal or management, (4) average truck size per contractor, etc. Other documentation will be required, as requested by the COUNTY, including a final summary report as well as reports required for environmental permitting requirements. The CONSULTANT shall provide data based on actual loads (not estimates) within the first seven (7) days of commencement of debris removal operations. • Cost Tracking — The CONSULTANT shall expeditiously implement a cost accounting system to capture critical data required for reimbursement by state and federal agencies. Cost shall be tracked by the COUNTY. • Staff Mobilization - Essential construction inspection and debris monitor staff with key experience in various aspects of debris operations shall mobilize in the region in order to participate in the debris removal project. Logistical arrangements for out of town staff such as lodging arrangements for key staff, is considered to be the responsibility of the debris is considered to be the responsibility of the CONSULTANT. • Equipment/Supplies Mobilization — The CONSULTANT shall ensure that all necessary

equipment and supplies are mobilized which may include a mobile command center, generators, an inventory of load tickets, and other essential field equipment (e.g., cameras, GPS units, etc.).

• Work Scheduling — The CONSULTANT may be asked to assist in work scheduling, especially to assist with addressing critical damage areas and "hot spots" that may require immediate attention.

B. Initial Assistance - The CONSULTANT may be asked to assist the COUNTY with activities including: (1) compiling information from IMCO, and assisting the COUNTY in preparation of reimbursement paperwork for this period, and (2) assisting COUNTY staff in maintaining maps or databases to track debris clearance progress, and other essential tasks as requested.

C. Truck Certification - The CONSULTANT may be asked to assist with truck certification activities, including utilizing and providing truck certification forms that follow the latest FEMA guidelines related to certification documentation and volume calculations. Truck certification activities should also include an inspection to ensure the vehicles are in good working condition and meet minimum Washington State Department of Transportation (WSDOT) compliance standards. Certifications should also include a

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methodology to discourage collection contractors from modifying their vehicle after certification, such as identifying unique attributes to the vehicle like sideboards. Photographs of the vehicle and its driver shall be documented. Periodic spot checks and recertification of trucks that were potentially altered after initial certification shall be performed. Debris monitoring firm shall be prepared to provide staff to perform certifications if requested.

D. Field Monitoring - Field monitoring of debris haulers shall be performed in accordance with current FEMA requirements and in coordination with COUNTY staff. The CONSULTANT may be asked to assist with the following tasks:

• Debris Monitoring Employees - The CONSULTANT will be required to perform adequate training for local staff hired at no expense to the COUNTY. Additionally, will bring in experienced lead field monitors to oversee operations and to perform tasks if there is a concern over the quality of work. The CONSULTANT shall provide all field personnel with badges (including a recent photo) identifying them as COUNTY contractors and field reference documents (e.g., sample completed tickets, etc.). All the CONSULTANT and its subconsultant employees must be able to effectively communicate to a level appropriate to their responsibilities. For example, a disposal site monitor must be able to accurately write a load ticket.

s Daily Field Monitor Operations — The CONSULTANT shall meet at designated staging areas prior to the start of operations. Prior to daily initiation of monitoring, staff shall be debriefed by debris monitoring firm management on any pertinent issues, receive safety gear, and receive materials. The ratio of monitors to hauler trucks should be appropriate to this event and the pace of the clearing work, but always be adequate to meet FEMA requirements. The CONSULTANT field supervisors (Bob Case and Glenn Conner) will be assigned to teams of debris monitors. Supervisors shall be responsible for management activities, including verification of load ticket accuracy and response to collection monitor and debris contractor issues in the field. Field monitors shall be responsible for FEMA required activities and COUNTY requested activities, including: (1) verifying the proper loading and compaction of debris into the debris recovery contractor's certified loading container, (2) ensuring that all debris recovery contractors and its subcontractors adhere to COUNTY, SR 530 Incident Debris Clearing Project and Disaster Debris Management Plan - October 2013 (both documents can be found at the link provided in Section 3.1 of this RFP) and that they are working in an efficient and safe manner, (3) surveying their assigned areas for special need issues (e.g., stumps, leaners/hangers, etc.), and (4) photographing loads as directed by the COUNTY. At the close of operations each day, all information related to completed tickets, areas cleared of debris on that particular day, and report any inconsistencies or problems that occurred during the day shall be reported to the COUNTY.

• QA/QC Program - A QA/QC program should be initiated by the CONSULTANT to minimize errors in debris monitor tickets. All QA/QC functions shall be coordinated through COUNTY staff and shall include, but is not limited to, the review and inspection of data entry, truck certifications, load ticket accuracy, compliance with all applicable local, state, and federal laws and regulations governing debris management.

• Other Field Monitoring Support Services — The CONSULTANT shall perform other field monitoring services as necessitated by the project and as directed by the COUNTY that could include tasks such as: monitoring of leaner and hanger removal programs, monitoring of animal carcass removal program, and comprehensive private property/Right of Entry (ROE) debris removal programs. This is not a complete list of program; however, the CONSULTANT and its subconsultant team shall be expected to be able to provide a full array of monitoring services as the project requires.

E. Data Administration and Invoice Reconciliation

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• Data Administration - The CONSULTANT shall be responsible for managing the data and reconciling invoices throughout the project, as requested. Data shall be stored electronically and be able to be accessed and sorted based on multiple factors. Reports shall be generated daily of verified work performed the previous day. Data shall be used to assist in determining areas in need of additional passes. Other reports shall be generated, at the COUNTY's request. Data shall be constantly used to assist in QA/QC of work performed, and the debris monitoring firm shall perform consistent QA/QC functions on date entry. All work shall be performed to FEMA standards.

• Invoice Reconciliation - The CONSULTANT shall also be responsible for reviewing and approving debris contractor invoices in a timely fashion. Invoice reconciliation shall include a ticket-by-ticket comparison and reconciliation of the debris monitoring firm database vs. the debris hauler(s) database; however, the CONSULTANT shall be responsible for reconciliation of the databases. The CONSULTANT shall provide a recommendation for payment letter for each debris hauler invoice to the COUNTY. All work shall be done to FEMA standards. The CONSULTANT shall work with the COUNTY to track the impact payment approvals made on obligated Project Worksheets and COUNTY Purchase Orders to effectively plan Purchase Order adjustments and the need to generate adjustment (Version) Project Worksheet.

F. Funding Support - The CONSULTANT shall assist the COUNTY in ensuring they receive maximum reimbursement for eligible work from state and federal agencies. Specific funding support services may include working with the COUNTY to develop a cash flow strategy that focuses on early reimbursement. This includes assistance in preparing a debris quantity estimate that is supported by FEMA staff, early preparation of a project worksheet to cover the estimated cost of the entire debris removal effort at the outset of the project, and assisting the COUNTY and FEMA Public Assistance. Debris monitoring firm shall be prepared to assist the COUNTY with appeals based on their in-depth knowledge of FEMA reimbursement policies. The CONSULTANT shall be prepared to assist the COUNTY, if requested, in tracking progress of Project Worksheets and providing quick response to any problem issue that may arise that could slow funding. Debris monitoring firm shall be prepared to assist the COUNTY in finding additional funding reimbursement sources related to disaster mitigation.

G. Safety - All work shall be performed in a safe manner as the COUNTY takes safety of its employees, consultants and contractors very seriously. The CONSULTANT and its subconsuitants shall perform all tasks in a safe manner and shall report any instances of unsafe behavior to the COUNTY immediately.

H. Regulatory and Policy Familiarity - The CONSULTANT shall serve as a resource to the COUNTY on FEMA policies and pertinent regulatory requirements related to debris management operations.

I. Other Debris Monitoring and Recovery Services — Other debris monitoring and recovery services may be requested of the CONSULTANT, as directed by the COUNTY.

J. General Operation Requirements - In efforts to prevent an excessive number of debris monitors, COUNTY staff shall pre-approve and/or conduct routine site visits to determine the debris monitors and debris hauler's efficiency of staff personnel. It is at the COUNTY's sole discretion to determine if monitoring or hauling staff are being properly and efficiently utilized. If determined that excessive and underutilized debris monitoring and debris hauling staff are present on the job site, then COUNTY staff may elect to eliminate any reimbursement to the respective debris monitor or debris hauler for services rendered by excessive staff.

K. Confidentiality Agreement - Given the sensitivity of the work and potential discovery of personal items and human remains the CONSULTANT and its subconsultants shall sign a confidentiality agreement in accordance with the Snohomish County Medical Examiner's Procedures (see Appendix A of the SR 530 Incident Debris Clearing Project document) and shall attend sensitivity training before they are allowed access to the worksite.

L. Invoicing Schedule — Invoices shall be submitted as outlined in the following schedule.

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Invoice cut-off

Invoice due to CA for review

Compliant invoice to PM

PM reviews and approves

Division schedules payment Warrant is mailed

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8/8/2014

8/15/2014

8/18/2014

8/29/2014

Invoice cut-off

Invoice due to CA for review

Compliant invoice to PM

PM reviews and approves Division schedules payment

Warrant is mailed

/2014 9/2/2014 9/8/2014

9/12/2014

9/15/2014

9/26/2014


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Invoice cut - off a (2014

Invoice due to CA for review 9/29/2014

Compliant invoice to PM 10/6/2014

PM reviews and approves 10/10/2014

Division schedules payment 10/13/2014

Warrant is mailed 10/24/2014

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Pursuant to Section 111, General Requirements, of this AGREEMENT.

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EXHIBIT C FEMA Contracting Requirements

§ 215.48 Contract provisions.

The recipient shall include, in addition to provisions to define a sound and complete agreement, the following provisions in all contracts. The following provisions shall also be applied to subcontracts.

(a) Contracts in excess of the small purchase threshold shall contain contractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms, and provide for such remedial actions as may be appropriate.

(b) All contracts in excess of the small purchase threshold shall contain suitable provisions for termination by the recipient, including the manner by which termination shall be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor.

(c) Except as otherwise required by statute, an award that requires the contracting (or subcontracting) for construction or facility improvements shall provide for the recipient to follow its own requirements relating to bid guarantees, performance bonds, and payment bonds unless the construction contract or subcontract exceeds $100,000. For those contracts or subcontracts exceeding $100,000, the Federal awarding agency may accept the bonding policy and requirements of the recipient, provided the Federal awarding agency has made a determination that the Federal Government's interest is adequately protected. If such a determination has not been made, the minimum requirements shall be as follows.

(1) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" hall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified.

(2) A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract.

(3) A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract.

(4) Where bonds are required in the situations described herein, the bonds shall be obtained from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR part 223, "Surety Companies Doing Business with the United States."

(d) All negotiated contracts (except those for less than the small purchase threshold) awarded by recipients shall include a provision to the effect that the recipient, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions.

(e) All contracts, including small purchases, awarded by recipients and their contractors shall contain the procurement provisions of appendix A to this part, as applicable.

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All contracts, awarded by a recipient including small purchases, shall contain the following provisions as applicable:

1. Equal Employment Opportunity—All contracts shall contain a provision requiring compliance with E.O. 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR, 1964-1965 Comp., p. 339), as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."

2. Copeland "Anti-Kickback" Act (18 U. S. C. 874 and 40 U.S.C. 276c) —All contracts and subgrants in excess of $2000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency.

3. Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7) —When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000 shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency.

4. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) —Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 11/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

5. Rights to Inventions Made Under a Contract or Agreement — Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.

6. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U. S.C. 1251 et seq.), as amended— Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

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7. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

8. Debarment and Suspension (E.O.s 12549 and 12689)—No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees.

§ 215.44 Procurement procedures. (a) All recipients shall establish written procurement procedures. These procedures shall provide for, at a minimum, that paragraphs (a)(1), (2) and (3) of this section apply.

(1) Recipients avoid purchasing unnecessary items. (2) Where appropriate, an analysis is made of lease and purchase alternatives to determine which would be the most economical and practical procurement for the Federal Government. (3) Solicitations for goods and services provide for all of the following.

(i) A clear and accurate description of the technical requirements for the material, product or service to be procured. In competitive procurements, such a description shall not contain features which unduly restrict competition. (ii) Requirements which the bidder/offeror must fulfill and all other factors to be used in evaluating bids or proposals. (iii) A description, whenever practicable, of technical requirements in terms of functions to be performed or performance required, including the range of acceptable characteristics or minimum acceptable standards. (iv) The specific features of "brand name or equal" descriptions that bidders are required to meet when such items are included in the solicitation. (v) The acceptance, to the extent practicable and economically feasible, of products and services dimensioned in the metric system of measurement. (vi) Preference, to the extent practicable and economically feasible, for products and services that conserve natural resources and protect the environment and are energy efficient.

(b) Positive efforts shall be made by recipients to utilize small businesses, minority-owned firms, and women's business enterprises, whenever possible. Recipients of Federal awards shall take all of the following steps to further this goal.

(1) Ensure that small businesses, minority- owned firms, and women's business enterprises are used to the fullest extent practicable. (2) Make information on forthcoming opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority- owned firms, and women's business enterprises. (3) Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned firms, and women's business enterprises. (4) Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually. (5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority-owned firms and women's business enterprises.

(c) The type of procuring instruments used (e.g., fixed price contracts, cost reimbursable contracts, purchase orders, and incentive contracts) shall be determined by the recipient but shall be appropriate for the particular procurement and for promoting the best interest of the program or project involved. The "cost-plus-a-percentage-of-cost" or "percentage of construction cost" methods of contracting shall not be used.

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(d) Contracts shall be made only with responsible contractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. Consideration shall be given to such matters as contractor integrity, record of past performance, financial and technical resources or accessibility to other necessary resources. In certain circumstances, contracts with certain parties are restricted by agencies' implementation of E.O.s 12549 and 12689, "Debarment and Suspension." (e) Recipients shall, on request, make available for the Federal awarding agency, pre-award review and procurement documents, such as request for proposals or invitations for bids, independent cost estimates, etc., when any of the following conditions apply.

(1) A recipient's procurement procedures or operation fails to comply with the procurement standards in the Federal awarding agency's implementation of this part. (2) The procurement is expected to exceed the small purchase threshold fixed at 41 U.S.C. 403 (11) (currently $25,000) and is to be awarded without competition or only one bid or offer is received in response to a solicitation. (3) The procurement, which is expected to exceed the small purchase threshold, specifies a "brand name" product. (4) The proposed award over the small purchase threshold is to be awarded to other than the apparent low bidder under a sealed bid procurement. (5) A proposed contract modification changes the scope of a contract or increases the contract amount by more than the amount of the small purchase threshold.

§ 13.37 Subgrants. (a) States. States shall follow state law and procedures when awarding and administering subgrants (whether on a cost reimbursement or fixed amount basis) of financial assistance to local and Indian tribal governments. States shall:

(1) Ensure that every subgrant includes any clauses required by Federal statute and executive orders and their implementing regulations; (2) Ensure that subgrantees are aware of requirements imposed upon them by Federal statute and regulation; (3) Ensure that a provision for compliance with § 13.42 is placed in every cost reimbursement subgrant; and (4) Conform any advances of grant funds to subgrantees substantially to the same standards of timing and amount that apply to cash advances by Federal agencies.

(b) All other grantees. All other grantees shall follow the p rovisions of this part which are applicable able to awarding g° grantees N p Np 9 agencies when awarding and administering subgrants (whether on a cost reimbursement or fixed amount basis) of financial assistance to local and Indian tribal governments. Grantees shall:

(1) Ensure that every subgrant includes a provision for compliance with this part; (2) Ensure that every subgrant includes any clauses required by Federal statute and executive orders and their implementing regulations; and (3) Ensure that subgrantees are aware of requirements imposed upon them by Federal statutes and regulations.

(c) Exceptions. By their own terms, certain provisions of this part do not apply to the award and administration of subgrants:

(1) Section 13.10; (2) Section 13.11; (3) The letter-of-credit procedures specified in Treasury Regulations at 31 CFR part 205, cited in § 13.21; and (4) Section 13.50.

§ 13.40 Monitoring and reporting program performance. (a) Monitoring by grantees. Grantees are responsible for managing the day-to- day operations of grant and subgrant supported activities. Grantees must monitor grant and subgrant supported activities to assure compliance with applicable Federal requirements and that performance goals are being achieved. Grantee monitoring must cover each program, function or activity. (b) Nonconstruction performance reports. The Federal agency may, if it decides that performance information available from subsequent applications contains sufficient information to meet its programmatic needs, require

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the grantee to submit a performance report only upon expiration or termination of grant support. Unless waived by the Federal agency, this report will be due on the same date as the final Financial Status Report.

(1) Grantees shall submit annual performance reports unless the awarding agency requires quarterly or semi-annual reports. However, performance reports will not be required more frequently than quarterly. Annual reports shall be due 90 days after the grant year, quarterly or semi-annual reports shall be due 30 days after the reporting period. The final performance report will be due 90 days after the expiration or termination of grant support. If a justified request is submitted by a grantee, the Federal agency may extend the due date for any performance report. Additionally, requirements for unnecessary performance reports may be waived by the Federal agency. (2) Performance reports will contain, for each grant, brief information on the following:

(i) A comparison of actual accomplishments to the objectives established for the period. Where the output of the project can be quantified, a computation of the cost per unit of output may be required if that information will be useful. (ii)The reasons for slippage if established objectives were not met. (iii) Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

(3) Grantees will not be required to submit more than the original and two copies of performance reports.

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f

-• •

The CONSULTANT shall be paid by the COUNTY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31.

Hourly Rates: The CONSULTANT shall be paid by the COUNTY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed are the maximum rates payable under this AGREEMENT. These rates shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the COUNTY. if negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the COUNTY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT.

2. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT with no mark-up. These charges may include, but are not limited to, the following items: travel, printing, supplies, and sub-consultant costs.

a. Air, train travel or rental car costs (if applicable) shall be reimbursed only to economy class levels unless otherwise approved by the COUNTY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the COUNTY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Costs."

b. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT.

c. The CONSULTANT shall maintain the original supporting documents in CONSULTANT's office. Copies of the original supporting documents shall be supplied to the COUNTY upon request.

d. All above charges must be necessary for the services provided under this AGREEMENT.

3. Management Reserve Fund: The COUNTY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work."

4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the COUNTY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work". No minimum amount payable is guaranteed under this AGREEMENT.

5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. Monthly billings shall be in a format approved by the County (see example, Exhibit "N-2") and accompanied by monthly progress reports in a format approved by the County (see example, Exhibit "N-3"). The monthly billings shall be supported by detailed statements for

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hours expended at the rates established in Exhibit "E", including names and classifications of all employees, and billings for all direct non-salary expenses. CONSULTANT invoices must be received by the COUNTY by the dates outlined in the Invoicing Schedule attached to Exhibit A-1, following completion of work performed by the CONSULTANT to be eligible for payment. Invoices received by the COUNTY after that time may be paid at the sole discretion of the COUNTY.

To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the COUNTY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview.

Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the COUNTY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the COUNTY unless such claims are specifically reserved in writing and transmitted to the COUNTY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims the COUNTY may have against the CONSULTANT or to any remedies the COUNTY may pursue with respect to such claims.

The payment of any billing shall not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT shall refund such overpayment to the COUNTY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the COUNTY of overpayment. The CONSULTANT has twenty (20) days after receipt of Final POST AUDIT to begin the appeal process to the COUNTY for audit findings.

Inspection of Cost Records: The CONSULTANT and its sub-consultants shall keep available for inspection by representatives of the COUNTY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed.

Page 20 of 76

Agreement No. CCF0314

*"l:I:l i Consultant Fee Determination — Budget

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Page 21 of 76


] i!1! I ErnI -- i- - • --

yTrnr

Position Classification Max Direct Overhead Profit Max Rate Salary Rate @99.66% @10.00% Per Hour

Principal-In-Charge $102.17 $101.83 $20.40 $224.40 Project Manager $69.66 $69.43 $13.91 $153.00 Scheduler $60.38 $60.17 $12.05 $132.60 Inspector $60.38 $60.17 $12.05 $132.60 Safety Manager $55.00 $54.81 $10.98 $120.79 Resident Engineer $51.00 $50.83 $10.18 $112.01 Construction Manager $54.12 $53.94 $10.81 $118.86 Office Engineer $48.50 $48.34 $9.68 $106.52 Administrative Support $34.00 $33.88 $6.79 $74.67

The rates listed above are the maximum rates payable under this AGREEMENT. Rates invoiced shall be based on the direct salary of the individual employee and shall not exceed those listed in this Exhibit E-2.

Subconsultant Services and Other Direct Costs (ODC) will be reimbursed at the Actual Cost to the Consultant with no markup. ODCs are limited to the following items:

Reimbursable Classifications Mileage Outside Vendor Costs

Lodaina/Meals

Overtime Surface Travel (car rental, rental fuel, parking) Personal Protective Eauioment

Rates Current IRS Rate At Cost Actual cost not to exceed the current federal Per Diem rate (supported by itemized receipts) 0.5 * direct salary rate * number of Overtime r hours worked. Invoiced as a separate line item per employee, in addition to the standard billing rate. Overhead and Profit must not be applied. At Cost At Cost

Any ODC not included in the above list shall not be eligible for payment without prior written consent of the County. All reimbursable charges must be necessary for the services provided under this AGREEMENT.

Page 22 of 76

Agreement No. CCro3-14

CONSULTANT'S audited overhead report, or other report supporting Overhead Rate (per Title 48, Part 31 of the Code of Federal Regulations (CFR)), provided by CONSULTANT attached hereto and incorporated herein as Exhibit "F".

Page 23 of 76


Page 24 of 76


Page(s)

independentAuditor' Report .................................................................................................................. 1-2

Statement of Direct Labor, Fringe Benefits and General Ovwmwao------------------o

Notes to Statemen of Direct Labor, Fringe Benefits and General Overhead _-----------*—o Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance arid Other Matters Based on an Audit of Financial Statements Performed In Accordance with Government Auditing

Page 25 of 76

Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended January 3, 2014

Total Allowable Allocation Field Field Home Home Far References for Description Costs Ad)ustments costs %To Field Office Rate 01855 Rate Unallowable Costs

Direct labor $615,305,315 S (1,193,115) $614,112,200 $137,045,219 $477,066.921 Premium OT

Fringe benefits Vacation $ 58609.593 $ - $ 58.609.593 22.316% $ 13,079,317 9.544% $ 45,530,276 9.544% Illness and other leave 21,761,228 21,761,228 22.316 4.658236 3.544 16,904,992 3,544 Holiday 33,062,333 - 33,062,333 22.316 7,378,190 5.384 25,684,143 5,384 Workers compensation insurance 3,016,966 - 3,016,966 22.316 673,266 0.491 2,343,700 0.491 Medical and life Insurance 63,445,100 (649,519) 62,795,581 22.316 14,013,462 10.225 48,782,119 10.225 31.205_6(m) Employer retirement plan costs 14,993,226 - 14,993,226 22.316 3,348,888 2,441 11,647,338 2.441 Employers taxes 71,850,366 - 71,850,366 22.316 16,034,125 11.700 55,816,238 11.700 Employee wetWe and other Incentives 13,679.285 (61482,093) 7,197,192 22.318 1,806,125 1,172 5,591,067 1.172 31.205-6 (kXm), -13(b)

Total tinge benefits 280,418,097 (7,131,612) 273,286,485 80,988,612 44.501 212,299,873 44.501

General ahead Indirect labor 222,314,069 (2,330,310) 219,983,759 22.316 49,091,576 35.821 170,892,183 35.821 31,201-2, 31.205-1,-6(lp), -13(b), -43

83 Premium overtime - 1,193,115 1,193,115 22.316 288,256 0.194 926,869 0.194 Premium 01 (I) Operating and reproduction supplies 7,089,123 (11,882) 7,087,247 7.043 439,155 0.364 6,588,092 1.381 31.201-2

Administrative, triancial and legal 16,715.643 (1,902,140) 14,813,503 22.316 3,305,781 2.412 11,507,722 2.412 31.201-2, 31205-33, 47)( e) Facility costs 57,989,072 - 57,888,072 7.043 4,084,170 2.980 53,904,902 11.299 Otherrents/leases 6,985,521 (1,154,187) 5,831,354 7.043 410,702 0.300 5,420,652 1.136 31.201-2 Repairs and maintenance 10,432,309 (436,506) 9,995,803 7,043 704,004 0.514 9,291,799 1.948 31.201.2 Telephone and utilities 10,723.847 (28,274) 10,695,273 7.043 763,288 0.550 9,942,005 2.084 31.201-2 Travel, entertainment and relocation 17,396,841 (3, 1 55, 188) 14,238,653 7.043 1,002,828 0.732 13,235,825 2.774 312012, 31205-14, -35, -46 Adwitising and business taxes 6,533,473 (1,684,902) 4,848,571 22.316 1,082,007 0.790 3,766,564 0.790 31.201-2, 31,205.1, -15 Professional activities 2,978,878 (556,987) 2,421,891 22.316 540,469 0.394 1,881,422 0.394 31.205-8,-43 Insurance and permits 27,734,428 (2,239) 27,732,189 22.315 5,188,715 4.516 21,543,474 4.516 31.201-2 Postage, freight and other expenses (137,430) 2,455,936 2,318,508 7,043 163,292 0.119 2,155,214 0.452 31.201-2, 31.205-8, -51 Corporate G&A allocation 21,881,425 (3,290,434) 18,590,931 22.316 4,148,752 3.027 14,442,179 3.027 Note 1 Depreciation and amortization 22,251,927 (10,208) 22,241,719 7.043 1,566,484 1.143 20,675,235 4.334 31,201-2 Internal services 13.257,989 17,243,253) 6,014,736 22.316 1,342,248 0.979 4,672,488 0.979 Note I Bad debts 3,006,612 (3,006,612) - 22.316 - 0.000 - 0.000 31205-3 Gains/losses, bank charges and other 884,659 (783,761) 100,898 22216 22,516 0.016 78,382 0.016 31-205.3,-20 Interest expense 737,515 (737,515) - 22.316 - 0.000 - 0.000 31205-20 State and local taxes 1,883,857 - 1,882,857 22.316 420,178 0.307 1,462,679 0.307 Note 1

Total general orethead 450,668,464 (32,888,387) 427,980,077 75,592,401 55.159 353,387,678 73.865

Total fringe benefits and general overhead $731,088,561 $ (29,819,999) $701,266,562 $136,579,013 89.660% $564,687,549 118,367%

The accompanying notes are an integral part of this statement.

CD CD 3 (8 :3

z p C.) C-) ffi 0 C,)

45


URS — Infrastructure & Environment Domestic Operating Division Notes to Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended January 3, 2014

Nature of Business, Basis of Accounting and Accounting Policies

URS Infrastructure & Environment Domestic Operating Division (the "Division") is a group of wholly owned domestic subsidiaries of URS Holdings Inc., which is incorporated and subject to the laws of Delaware. URS Holdings Inc. Is wholly owned by URS Corporation (the "Parent"), whose consolidated financial statements are flied annually with the U.S. Securities and Exchange Commission.

The Division includes URS Canada, Inc.'s operating activities in the city of Vancouver, British Columbia. URS Canada, Inc. is ultimately owned by URS Holdings, Inc. Additionally, the Division includes the results of its fully consolidated joint ventures in its Statement of Direct Labor, Fringe Benefits and General Overhead (the "Statement"). The Division continues to exclude its Florida operations as separately calculated fringe benefit and overhead rates are Issued for those operations.

The Division is part of a consolidated group of companies (the "Group") that provides engineering and construction services to public and private clients. The Division earns its revenues from cost-plus, fixed-price and time-and-materials contracts.

The Group is comprised of the following legal and contracting entities:

URS Group Inc. URS Corporation dba URS Corporation Americas URS Corporation - Ohio URS Resources, LLC URS Corporation Great Lakes URS Architects/Engineers Inc. URS Corporation- North Carolina URS P.0 Dames and Moore Group (NY) Cleveland Wrecking Company URS Architecture and Engineering-NY PC Banshee Construction Company flnn'tn ctrra

Woodward Investors Cash and Associates URS Alaska, LLC Forerunner Corporation

URS Corporation-Nevada URS Corporation-Now York URS Corporation Design URS Corporation-AES URS Corp. Architecture NC PC Geotesting Services URS Construction Services Inc. Radian Engineering Inc. Amen En(ronmental Construction URS-GWC Consultants, lnc.(NY) URS Architects- Oregon Inc. Clay Street Woodward Group URS-Stevenson Architecture, PC URS Corporation Southeast LopezGarcla Group, Inc. BP Barber and Associates

Basis of Accounting The Division's policy Is to prepare its Statement on the basis of accounting practices prescribed by Part 31 of the Federal Acquisition Regulation ("FAR") and other applicable federal and state regulations In addition to guidance put forth by the American Association of State Highway and Transportation Officials Uniform Audit and Accounting Guide (2012 Edition). Accordingly, the above-mentioned Statement Is not intended to be presented in conformity with accounting principles generally accepted in the United States of America.

The Division maintains a job-order cost accounting system for the recording and accumulation of costs incurred under its contracts. Each project is assigned a job number so that costs may be segregated and accumulated in the Division's job-order cost accounting system.

Page 27 of 76


URS — infrastructure & Environment Domestic Operating Division Notes to Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended January 3, 2014

The Division's method of estimating costs for pricing purposes during the proposal process is consistent with the accumulation and reporting of costs under its job-order cost accounting system

Accounting for Unallowable Costs Management believes the costs included in the Statement do not include any costs that are unallowable under the above cost principles, including such costs that may be identified and allocated to the Division by the Group or the Parent.

Direct Labor Base The direct labor base includes all salaries and wages specifically Identified with a project except compensated personal absence and the premium portion of paid overtime. The Division may use personnel from other entities within the Group and Division personnel may work directly on projects for other entities within the Group. When calculating the direct labor base, the Division Includes the direct labor Incurred by employees assigned to the Division related to work performed on all projects.

Fringe Benefits Fringe benefits include costs for compensated personal absence, payroll taxes, insurance and employee welfare and development. Costs related to the Group's burden and fringe benefits for United States based employees are accumulated at a consolidated level and allocated to specific entities, Including the Division, based on total labor costs. Fringe benefits include fringe costs related to both direct and Indirect labor.

Premium Overtime Overtime costs, including straight and premium portions, may be incurred in meeting certain deadlines. The Division has the capability to segregate overtime premium amounts as either direct or indirect costs.

Direct employees may support multiple contracts during each timekeeping period and difficulty may arise in determining which contract caused the overtime. Due to this, It Is the Division's stated policy that we only Invoice customers for the straight portion of overtime. The premium portion of overtime is not invoiced to clients and is included as a component of our general overhead.

Highly Compensated Employees Consistent with FAR and Chapter 7 of the American Association of State Highway and Transportation Officials (AASHTO) Uniform Audit and Accounting Guide, the Division and Parent engaged an external services firm that specializes In employee benefits and compensation to review the total compensation incurred for its senior executives as defined by FAR 31.205-6(p).

Total compensation for senior executives was compared by the outside firm to surveyed compensation for the Parent and Division's peers. The peer group was selected based upon competitors of similar size within the engineering and construction industry as well as non-engineering and construction companies that had similar annual revenues and employees. A listing of those companies may be found in the most recent URS Corporation Proxy Statement that was filed with the Securities and Exchange Commission.

Page 28 of 76


URS - Infrastructure & Environment Domestic Operating Division Notes to Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended January 3, 2014

Compensation for the Parent and Division's senior executives was determined to be reasonable in comparison to Its peer group. As such, the Division and Parent made an adjustment to limit its claimed compensation for senior executives to $952,308 which Is the US Office of Management and Budget's benchmark executive compensation amount. Adjustments were made to the Statement to remove amounts in excess of such limits within the Indirect Labor and Corporate GM Allocation Account line items.

The Division utilized the National Compensation Matrix, updated February 18, 2014 as published on the AASHTO website, for review of its non-senior executive compensation. Individuals were reviewed based upon their functional responsibilities and the revenues derived from their region. The Division also considered each non-senior executive's job title In comparison to total revenues for the Division to determine whether or not further adjustment was warranted. Adjustments were made to the Statement to remove amounts In excess of such limits within the Indirect Labor and Corporate GM Allocation Account line Items.

Depreciation and Amortization For financial reporting purposes, depreciation for equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold Improvements are amortized on the straight-line basis over the shorter of the term of the lease or the life of the asset. Such methods meet the requirements of FAR 31.205-11

Administrative, Financial and Legal Costs included In administrative, financial and legal costs are legal fees Incurred by the Division as a result of civil proceedings which are allowable costs under FAR 31.205-47(b) and (e).

Corporate GM Allocation The Division's Corporate expenses are allocated utilizing three methodologies. Expenses that can be directly identified to the Division are allocated using a direct allocation methodology. Similar expenses are allocated using homogenous pools as defined by the Cost Accounting Standard 403, allocations of home office expenses to segments. Residual expenses are allocated utilizing an allocation formula based on revenue, fixed assets and payroll costs.

Internal Services The Division includes an allocation relating to intermediate home office. (lHO) personnel and their associated costs. The IHO is comprised of the Group President, Group Controller, and other functions including information technology, financial planning and analysis, FAR compliance and human resources. IHO costs are allocated to the Division through an allocation formula based on revenue, fixed assets and payroll costs.

Costs for certain types of Division services, including finance and administration services such as accounts payable, billing and collections and financial management are allocated to the Division either through direct use or through an allocation process based on total labor incurred.

State and Local Taxes State and local taxes are separately allocated using an allocation formula based on revenue, fixed assets and payroll costs. State and local taxes are not included in the Corporate G&A assessment.

Related Parties The Division has no material related party transactions outside the consolidated group of companies owned by the Parent.

Page 29 of 76


Notes to Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended JaTuaw 3. 2014

2. Facilities Capital Cost of Money

The Facilities Capital Cost of Money has been calculated In accordance with FAR 31.205-10, using average net book values of equipment and facilities multiplied by the average U.S. Treasury rates for the applicable period. This rate stands alone and Is in addition to the overhead rate shown in the Statement. The Facilities Capital Cost of Money is calculated as follows:

Average Net Book Value of Capital Assets Fiscal Year - 2013 $ 88.982.882

Average U.S. Treasury Rates 1.5625%

Facilities Capital Cost of Money (FCCM) $ 1,390,358

Direct labor $614.112.200

Percentage of FCCM to direct labor 0.226%

3. FAR References for Unallowable Costs

31.201-2 Determining Ailowablilty Costs must be reasonable and allocable in order to be considered allowable.

31.205-1 Advertising A portion of public relations and advertising costs are unallowable, as defined by the referenced FAR cost principle.

31.205-3 Bad Debts Bad debts, including actual or estimated losses arising from uncollectible accounts receivable due from customers and other claims, and any directly associated costs such as collection costs, and legal costs are unallowable.

31.205-6(f) Compensation for Personal Services Certain bonus and severance payments are unallowable if not paid In conformity or exceed the Division's stated bolicies.

31-205-6(k) Deferred Compensation In accordance with 48 CFR 9904-415-40, deferred compensation costs are not recognized until paid to the employee.

31.205-8(m) Fringe Benefits Fringe benefits are unallowable if they are not paid in conformity with state and federal laws, employer-employee agreements or the Division's stated policies.

31.205-6(p) Limitation on Allowability of Compensation for Certain Contractor Personnel (Executive Compensation Benchmarks) Compensation for certain highly compensated employees In management positions In excess of executive compensation benchmark of $952,308 per person is unallowable.

Page 30 of 76


URS Infrastructure & Environment Domestic Operating Division Notes to Statement of Direct Labor, Fringe Benefits and General Overhead Year Ended January 3, 2014

31.205-8 Contributions or Donations Contributions or donations in the form of cash, property, and services are unallowable, except for costs of participation In community services, such as blood bank drives, charity drives, and disaster assistance.

31.205-13(b) Gifts to Employees Gifts to employees, other than recognition and performance awards made pursuant to the Division's established policies, are unallowable.

31.205-14 Entertainment Costs Costs of amusement, diversions, social activities, and any directly associated costs, such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities, are unallowable. Costs of membership in social, dining, country clubs, or other organizations having the same purposes are also unallowable, regardless of whether the cost is reported as taxable Income to the employees.

31.205-15 Fines and Penalties Fines and penalties resulting from the Division's non-compliance with or violations of federal, state, local or foreign laws are unallowable.

31.205-20 Interest and Other Financial Costs Interest on borrowings, bond discounts, costs of financing and refinancing capital, legal and professional fees paid in connection with preparing prospectuses, and costs of preparing and Issuing stock rights are unallowable, interest assessed by State or local taxing authorities is allowable.

31.205-33 Professional and Consultant Service Costs Costs of professional and consultant services are allowable when reasonable In relation to the services rendered and when not contingent upon recovery of the costs from the U.S. Government.

31.205-35 Relocation Costs Certain relocation costs are unallowable (for example, loss on sale of home and relocation costs when employer does not have a consistent relocation policy for all employees),

31.205-43 Trade, Business, Technical and Professional Activity Costs Certain memberships or subscriptions In trade, business, technical and professional clubs or periodicals are allowable. Also allowable are costs related to meetings, conferences, etc. for the principal purpose of the dissemination of professional information or the stimulation of production or improved productivity.

31.205-46 Travel Costs Meals and lodging in excess of federal per diem rates are unallowable.

31.205-47(b)(e) Legal and Other Proceedings Costs related to a joint venture legal suit (between venture partners) and proceedings brought by a federal, state, or local government for violation of a law are unallowable.

31.205-51 Alcoholic Beverages Costs of alcoholic beverages are unallowable.

Page 31 of 76


a a t

Management's Evaluation of Subsequent Events

The Company has evaluated subsequent events through May 28, 2014, the date upon which the Statement of Direct Labor, Fringe Benefits, and General Overhead was available for issuance.

Page 32 of 76


Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed In

Accordance with Government Auditing Standards

To The Board of Directors URS Corporation

We have audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards Issued by the Comptroller General of the United States, the Statement of Direct Labor, Fringe Benefits, and General Overhead (hereinafter referred to as the "Statement") of URS - infrastructure & Environment Domestic Operating Division (the Division') for the fiscal year ended January 3, 2014, and the related notes to the Statement and have issued our report thereon dated May 28, 2014

Internal Control Over Financial Reporting

In planning and performing our audit of the Statement, we considered the Division's internal control over financial reporting ("Internal control") to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the Statement, but not for the purpose of expressing an opinion on the effectiveness of the Division's Internal control. Accordingly, we do not express an opinion on the effectiveness of the Division's internal control.

A deficiency In internal contral exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there Is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet Important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in Internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been Identified.

Compliance and Other Matters

As part of obtaining reasonable assurance about whether the Division's Statement is free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of Statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

I Pricewaterhouseccopers LLP, Three Embarcadero fenter, San &ancLcn, CA 941114004 T: (415) 4985000, F: (415) 498 7100, www.pwc.com/us

Page 33 of 76


Purpose of this Report

The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entltys Internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication Is not suitable for any other purpose.

f"--W "A"WA^ LA

May 28, 2014

Page 34 of 76

Agreement No. CCFoa 14

The County permits subcontracting for the following portions of the work of this AGREEMENT.

The general Scope of Wor to be performed by the CONSULTANT team is described below:

A. Debris Management - The CONSULTANT will serve as the Debris Monitoring firm for the SR 530 Incident Debris Removal contract. As Construction Monitor, the CONSULTANT and its subconsultants will be a part of The COUNTY's debris recovery operation management team, and will provide all of the required staff who will supplement and take direction from COUNTY staff. The CONSULTANT and its subconsultant team may be called upon to assist in tasks such as, but not limited to the following:

Project Management Meetings and Reporting — The CONSULTANT will facilitate meetings between the COUNTY, key debris monitoring staff, the Spotting Consultant (AECOM) and the debris removal contractor (IMCO) to discuss site safeh/, daily resu|tn, problems requiring neso|ution, coordination issues, potential operational improvements, etc. These meetings shall continue for a length of time to be detenninod, based on the progress of the recovery effort. The CONSULTANT shall prepare a daily report of key event statistics for the COUNTY, utilizing data on||ected, in coordination with the Contractor (Debris Haulers) that includes information such as: (1) number and description of vehicles operating, (2) total loads and tons/cubic yards collected by debris type, ( 3 ) total loads and tons collected per contractor, by debris type for offsite disposal or management, ( 4 ) average truck size per contractor, etc. Other documentation will be requinad, as requested by the CDUNTY, including a final summary report as well as reports required for environmental permitting requirements. The CONSULTANT shall provide data based on actual loads (not estimates) within the first seven (7) days of commencement of debris removal operations. • Cost Tracking — The CONSULTANT shall expeditiously implement a cost accounting system to capture critical data required for reimbursement by state and federal agencies. Cost shall be tracked by the COUNTY. • Staff Mobilization - Essential construction inspection and debris monitor staff with key experience in various aspects of debris operations shall mobilize in the region in order to participate in the debris removal project. Logistical arrangements for out of town staff such as lodging arrangements for key staff, is considered to be the responsibility of the debris is considered to be the responsibility of the CONSULTANT. • Equipment/Supplies Mobilization — The CONSULTANT shall ensure that all necessary

equipment and supplies are mobilized which may include a mobile command center, genorators, an inventory of load tioketo, and other essential field equipment (e.g., cameras, GPS units, etc.).

• Work Scheduling — The CONSULTANT may be asked to assist in work scheduling, especially to assist with addressing critical damage areas and "hot spots" that may require immediate attention.

B. Initial Assistance - The CONSULTANT may be asked to assist the COUNTY with activities including:

( 1 ) compiling information from [K8CO, and assisting the COUNTY in preparation of reimbursement paperwork for this period, and (2) assisting COUNTY staff in maintaining maps or databases to track debris clearance progress, and other essential tasks as requested.

C. Truck Certification - The CONSULTANT may be asked to assist with truck certification activities, including utilizing and providing truck certification forms that follow the latest FEMA guidelines related to certification documentation and volume calculations. Truck certification activities should also include an inspection to ensure the vehicles are in good working condition and meet minimum Washington State Department of Transportation (WSDOT) compliance standards. Certifications should also include a methodology to discourage collection contractors from modifying their vehicle after certification, such as identifying unique attributes to the vehicle like sideboards. Photographs of the vehicle and its driver shall

Page 35 of 76


be documented. Periodic spot checks and recertification of trucks that were potentially altered after initial certification shall be performed. Debris monitoring firm shall be prepared to provide staff to perform certifications if requested.

D. Field Monitoring - Field monitoring of debris haulers shall be performed in accordance with current FEMA requirements and in coordination with COUNTY staff. The CONSULTANT may be asked to assist with the following tasks:

• Debris Monitoring Employees - The CONSULTANT will be required to perform adequate training for local staff hired at no expense to the COUNTY. Additionally, will bring in experienced lead field monitors to oversee operations and to perform tasks if there is a concern over the quality of work. The CONSULTANT shall provide all field personnel with badges (including a recent photo) identifying them as COUNTY contractors and field reference documents (e.g., sample completed tickets, etc.). All the CONSULTANT and its subconsultant employees must be able to effectively communicate to a level appropriate to their responsibilities. For example, a disposal site monitor must be able to accurately write a load ticket.

• Daily Field Monitor Operations — The CONSULTANT shall meet at designated staging areas prior to the start of operations. Prior to daily initiation of monitoring, staff shall be debriefed by debris monitoring firm management on any pertinent issues, receive safety gear, and receive materials. The ratio of monitors to hauler trucks should be appropriate to this event and the pace of the clearing work, but always be adequate to meet FEMA requirements. The CONSULTANT field supervisors (Bob Case and Glenn Conner) will be assigned to teams of debris monitors. Supervisors shall be responsible for management activities, including verification of load ticket accuracy and response to collection monitor and debris contractor issues in the field. Field monitors shall be responsible for FEMA required activities and COUNTY requested activities, including: (1) verifying the proper loading and compaction of debris into the debris recovery contractor's certified loading container, (2) ensuring that all debris recovery contractors and its subcontractors adhere to COUNTY, SR 530 Incident Debris Clearing Project and Disaster Debris Management Plan - October 2013 (both documents can be found at the link provided in Section 3.1 of this RFP) and that they are working in an efficient and safe manner, (3) surveying their assigned areas for special need issues (e.g., stumps, leavers/hangers, etc.), and (4) photographing loads as directed by the COUNTY. At the close of operations each day, all information related to completed tickets, areas cleared of debris on that particular day, and report any inconsistencies or problems that occurred during the day shall be reported to the COUNTY.

• QA/QC Program - A QA/QC program should be initiated by the CONSULTANT to minimize errors in debris monitor tickets. All QA/QC functions shall be coordinated through COUNTY staff and shall include, but is not limited to, the review and inspection of data entry, truck certifications, load ticket accuracy, compliance with all applicable local, state, and federal laws and regulations governing debris management.

• Other Field Monitoring Support Services — The CONSULTANT shall perform other field monitoring services as necessitated by the project and as directed by the COUNTY that could include tasks such as: monitoring of leaner and hanger removal programs, monitoring of animal carcass removal program, and comprehensive private property/Right of Entry (ROE) debris removal programs. This is not a complete list of program; however, the CONSULTANT and its subconsultant team shall be expected to be able to provide a full array of monitoring services as the project requires.

• Data Administration - The CONSULTANT shall be responsible for managing the data and reconciling invoices throughout the project, as requested. Data shall be stored electronically and be able to be accessed and sorted based on multiple factors. Reports shall be generated daily

Page 36 of 76


of verified work performed the previous day. Data shall be used to assist in determining areas in need of additional passes. Other reports shall be generated, at the COUNTY's request. Data shall be constantly used to assist in QA/QC of work performed, and the debris monitoring firm shall perform consistent QA/QC functions on date entry. All work shall be performed to FEMA standards.

• Invoice Reconciliation - The CONSULTANT shall also be responsible for reviewing and approving debris contractor invoices in a timely fashion. Invoice reconciliation shall include a ticket-by-ticket comparison and reconciliation of the debris monitoring firm database vs. the debris hauler(s) database; however, the CONSULTANT shall be responsible for reconciliation of the databases. The CONSULTANT shall provide a recommendation for payment letter for each debris hauler invoice to the COUNTY. All work shall be done to FEMA standards. The CONSULTANT shall work with the COUNTY to track the impact payment approvals made on obligated Project Worksheets and COUNTY Purchase Orders to effectively plan Purchase Order adjustments and the need to generate adjustment (Version) Project Worksheet.

F. Funding Support - The CONSULTANT shall assist the COUNTY in ensuring they receive maximum reimbursement for eligible work from state and federal agencies. Specific funding support services may include working with the COUNTY to develop a cash flow strategy that focuses on early reimbursement. This includes assistance in preparing a debris quantity estimate that is supported by FEMA staff, early preparation of a project worksheet to cover the estimated cost of the entire debris removal effort at the outset of the project, and assisting the COUNTY and FEMA Public Assistance. Debris monitoring firm shall be prepared to assist the COUNTY with appeals based on their in-depth knowledge of FEMA reimbursement policies. The CONSULTANT shall be prepared to assist the COUNTY, if requested, in tracking progress of Project Worksheets and providing quick response to any problem issue that may arise that could slow funding. Debris monitoring firm shall be prepared to assist the COUNTY in finding additional funding reimbursement sources related to disaster mitigation.

G. Safety - All work shall be performed in a safe manner as the COUNTY takes safety of its employees, consultants and contractors very seriously. The CONSULTANT and its subconsultants shall perform all tasks in a safe manner and shall report any instances of unsafe behavior to the COUNTY immediately.

H. Regulatory and Policy Familiarity - The CONSULTANT shall serve as a resource to the COUNTY on FEMA policies and pertinent regulatory requirements related to debris management operations.

Page 37 of 76

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Subconsuftarit Fee Determination - Budget

Fee Sthedule

Submitted June 19. 2014

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EXHIBIT G-1 SubconsultantiiFee Determination Budgi

RFP MRSC-01 - 14 5R530 Incident Debris Removal Construction Monitoring

Subconsultant Fee Determination - Budget

WHPacific Fee Schedule______________________

Submitted June 19. 2014

IndividuallPosition Classification Lrect

Salary

Total Direct ..

B. ung Rate

Total Hours Total Labor

Costs

Inspection Staff

52.00 .

Other Direct Costs

nce on ,. iiD0

52,0w

Total Estimated Cost S 7504949

Page 40 of 76

Agreement No. CCFU3-14

Inspector/Debris M do

Max Direct Overhead Profit Max Rate Salary Rate @95.I7% @ 1 {U]0% Per Hour

$48.00 $45.63 S9.36 S103.08

The rates listed above are the maximum rates payable under this AGREEMENT. Rates invoiced shall be based on the direct salary of the individual employee and shall not exceed those listed in this Exhibit G-2.

Other Direct Costs (ODC) will be reimbursed at the Actual Cost to the Consultant with no markup. ODCs are limited to the following items:

Reimbursable C Mileage Outside Vendor Costs

Lodging/Meals Surface Travel (car rental, rental fuel, parking) Air Travel Personal Protective Eauioment

Rates Current IRS Rate At Cost Actual cost not to exceed the current federal Per Diem by itemized receipts) At Cost At Cost At Cost


Page 41 of 76

Agreement No. CCFO3-14

MmxDiect Overhead

Profit Max Rate Salary Rate @93.25%

@10.00% Per Hour

FEMA Documentation Specialist

$45.00 $42.78

$8.78 $96.56 QNQC Specialist

$45.00 $42.78

$8.78 $96.56



Roinmbunamb|eC|aaeifications Mileage

Lodging/Meals

Outside Vendor Costs

Surface Trave fuel, Air Travel Personal Protective E i t

Rates Current IRS Rate At Cost Actual cost not to exceed the current federal Per Diem rate (supported by itemized receipts) At Cost At Cost At Cost


Page 42 of 76


• • •

Subconsultant: WHPacific, Inc.

Position Classification Max Direct

Overhead Profit Max Rate Salary Rate

@ 169.01% @10.00% Per Hour

Lead Inspector $52.00

$87.88 $13.99 $153.87



Reimbursable Classifications Mileage Outside Vendor Costs

Lodging/Meals Personal Protective Eauiament

Rates Current IRS Rate At Cost Actual cost not to exceed the current federal Per Diem rate (supported by itemized receipts)

At Cost

Any ODC not included in the above list shall not be eligible for payment without prior written consent of the County. All reim bu rsable charges must be necessary for the services prov ided unde r this AGREEMENT.

Page 43 of 76


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SUBCONSULTANT'S audited overhead report, or other report supporting Overhead Rate (per Title 48, Part 31 of the Code of Federal Regulations (CFR)), provided by SUBCONSULTANT attached hereto and incorporated herein as Exhibit "G-3 ".

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Page 64 of 76


EXHIBIT H Title VI Assurances

During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest agree as follows:

Compliance with Regulations: The CONSULTANT shall comply with the regulations relative to non-discrimination in federally assisted programs of the COUNTY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT.

Non-discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS.

3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin.

4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by COUNTY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the COUNTY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information.

5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the COUNTY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to:

Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or;

Cancellation, termination, or suspension of the AGREEMENT, in whole or in part.

6. Incorporation of Provisions: The CONSULTANT shall include the provisions of Paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the COUNTY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance.

Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the COUNTY and the STATE enter into such litigation to protect the interests of the COUNTY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States.

Page 65 of 76


EXHIBIT Payment Upon Termination of Agreement

By the COUNTY Other Than for Fault of the CONSULTANT

(Refer to Agreement, Section IX)

Specific Rates of Pay Contracts

A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct non-salary costs incurred at the time of termination of this AGREEMENT.

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This exhibit will outline the procedures to be followed by the CONSULTANT and the COUNTY to consider a potential claim by the CONSULTANT.

Step 1 — CONSULTANT Files a Claim with the COUNTY Project Manager

If the CONSULTANT determines that CONSULTANT was requested to perform additional services that were outside of the AGREEMENT'S Scope of Work, CONSULTANT may be entitled to a claim. The first step that must be completed is the request for consideration of the claim by the COUNTY'S Project Manager.

The CONSULTANT'S claim must outline the following:

• Summation of hours by classification for each firm that is included in the claim;

• Any correspondence that directed the CONSULTANT to perform the additional work;

• Timeframe of the additional work that was outside of the project scope;

• Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and

• Explanation as to why the CONSULTANT believes the additional work was outside of the agreement Scope of Work.

Step 2 — Review by COUNTY Personnel Regarding the CONSULTANT'S Claim for Additional Compensation

After the CONSULTANT has completed Step 1, the next step in the process is to forward the request to the COUNTY'S Project Manager. The Project Manager will review the CONSULTANT'S claim and

will meet with the Director of Public Works or County Engineer to determine if the COUNTY agrees with the claim. If the FHWA is participating in the project's funding, the COUNTY will forward a copy of the CONSULTANT'S claim and the COUNTY'S recommendation for Federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for Federal participation, payment will need to be from COUNTY funds.

If the COUNTY Project Manager, Director of Public Works or County Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the CONSULTANT'S claim, the COUNTY will send a request memo, including backup documentation, to the CONSULTANT to either supplement the AGREEMENT or create a new AGREEMENT for the claim. After the request has been approved, the COUNTY shall write the supplement and/or new AGREEMENT and pay the CONSULTANT the amount of the claim. The COUNTY will inform the CONSULTANT that the Final Payment for the AGREEMENT is subject to audit. No further action is needed regarding the claim procedures.

If the COUNTY does not agree with the CONSULTANT'S claim, proceed to Step 3 of the procedures.

Step 3 — Preparation of Supporting Documentation Regarding CONSULTANT'S Claim(s)

If the COUNTY does not agree with the CONSULTANT'S claim, the Project Manager shall prepare a summary for the Director of Public Works or County Engineer that includes the following:

• Copy of information supplied by the CONSULTANT regarding the claim;

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• COUNTY'S summation of hours by classification for each firm that should be included in the claim;

• Any correspondence that directed the CONSULTANT to perform the additional work;

• COUNTY'S summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work;

• Explanation regarding those areas in which the COUNTY does/does not agree with the CONSULTANT'S claim(s);

• Explanation to describe what has been instituted to preclude future CONSULTANT claim(s); and

• Recommendations to resolve the claim.

Step 4 — Director of Public Works or County Engineer Reviews CONSULTANT Claim and COUNTY Documentation

The Director of Public Works or County Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting County Council or Commission approval (as appropriate to COUNTY dispute resolution procedures). If the project involves Federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for Federal participation, payment will be from COUNTY funds.

Step 5 — Informing CONSULTANT of Decision Regarding the Claim

The Director of Public Works or County Engineer shall notify (in writing) the CONSULTANT of the COUNTY's final decision regarding the CONSULTANT'S claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision.

Step 6 — Preparation of Supplement or New AGREEMENT for the CONSULTANT'S Claim(s)

The COUNTY shall write the supplement and/or new AGREEMENT and pay the CONSULTANT the amount of the claim. Inform the CONSULTANT that the Final Payment for the AGREEMENT is subject to audit.

Page 68 of 76


PROJECT: SR530 Incident Debris Removal - Construction Monitoring

AGREEMENT NO.: CCF03-14

LOCAL AGENCY: Snohomish County

I hereby certify that I am the and a duly authorized representative of the firm of URS Corporation whose address is 1501 4th Avenue, Suite 1400, Seattle, WA 98101-1616, and that neither the above firm nor I have:

a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT;

b) Agreed, as an express or implied condition for obtaining this AGREEMENT, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or

c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any);

I acknowledge that this certificate is to be available to the State, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives in connection with this AGREEMENT involving participation of Federal funds, and is subject to applicable State and Federal laws, both criminal and civil.

URS Corporation

Signature (Authorized Official of Consultant) Date

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•




I hereby certify that I am the Executive Director of Snohomish County, Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to:

a) Employ or retain, or agree to employ or retain, any firm or person; or

b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any);

I acknowledge that this certificate is to be available to the State, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives in connection with this AGREEMENT involving participation of Federal funds, and is subject to applicable State and Federal laws, both criminal and civil.

COUNTY Executive Director

Date

Page 70 of 76


r:i :ir_̂ iI 'i




The prospective primary participant, URS Corporation, certifies to the best of its knowledge and belief that it and its principals:

A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

B. Have not, within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state anti-trust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in Paragraph (1)(B) of this certification; and

D. Have not, within a three (3) year period preceding this application/proposal, had one or more public transactions (federal, state, or local) terminated for cause or default.

Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

URS Corporation


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r 4:li:1ii0T, Certification Regarding the Restrictions

of the Use of Federal Funds for Lobbying




The prospective participant, URS Corporation, certifies, by signing and submitting this bid or proposal, to the best of its knowledge and belief, that:

No federal appropriated funds have been paid or shall be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or any employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form — LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly.

URS Corporation


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1

- • - • ♦ üMflY1 i.




This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in Section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR Sub-section 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of RFP-MRSC-01-14 are accurate, complete, and current as of June 19, 2014 , when it was agreed and accepted between both parties (Snohomish County and URS Corporation) and submitted for contract document processing. This certification includes the cost pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal.

URS Corporation

Authorized Representative

Title

Date

Page 73 of 76


EXHIBIT N-2 Consultant Invoice (example)

XYZ Company

PO Box 92-1

Everett, WA 98201

425-XXX-XXXX

Invoice Date: January 5, 2014 Invoice Number: 1001 Project Name: Puget Park Drive Extension Period: 12/1 — 12/31/13

Employee Name / Job Classification Hours Worked Rate Cost

Jim Jones, Associate 1 x 140.70 = $140.70

Terry Smy, Project Mgr 10 x $111.94 = $1,119.40

Dan Dell, Design Eng 15 x $73.16 = $1,097.40

Cat Sams, CADD Op 7 x $59.72 = $418.04

Jake Jai, Clerical 3 x $44.79 = $134.37

SUBTOTAL $2,909.91

REIMBURSABLES:

Mileage 75 x $0.56 = $42.00

Courier 1 $11.13 = $11.13 Total Reimbursables: $53.13

SUBCONSULTANTS:

ABC Company 1 x $10,000.00 = $10,000.00

LMN Company 1 x $500.00 = $500.00 Total Sub-consultants: $10,500.00

TOTAL DUE THIS INVOICE:

$13,463.04

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:

o, .,•• -•• t -

PROJECT PROGRESS REPORT No. 1

Project Name: Puget Park Drive Extension

Client: Snohomish County Public Works — Civil

Prepared By: Terry Smy, Sr. PM XYZ Company

Tasks Accomplished by XYZ Company: • Participated in a project coordination meeting at County offices on 12/5/13. Status of survey,

geotechnical investigations, environmental documentation, right-of-way plan preparation right-of-way research, channelization plan, roadway design, and drainage design were discussed. County will prepare a survey control plan and draft wetland mitigation design for inclusion in the 60% PS&E package.

• Provided County with stream relocation sketches and wetland mitigation base sheet for design.

Tasks Accomplished by Sub-consultants: • ABC attended coordination meeting same date. ABC continued coordination with County on sitting of

proposed stormwater facilities and right-of-way requirements. Reviewed utility pothole information and revised 30% drainage profiles to minimize conflicts. Began Hydraulic Report and TESC plan for 60% PS&E (based on preferred construction staging and sequencing).

• LMN attended coordination meeting same date. Coordinated with County PM on project issues. Continued work on addressing 30% comments related to structural work.

.S CHELD ULE as T A I UO.

Schedule Items Scheduled Date Actual Date

Contract Completion Date June 30, 2014 Traffic Analysis Report December 5, 2013 December 9, 2013 Revised Design Report December 12, 2013 December 19, 2013 Etc.

Explanation of Variance Between Anticipated and Actual Schedule:

Submittal of revised Design Report was delayed pending revisions to the Traffic Analysis Report and resolution of channelization comments from the County traffic engineer and signal reviewer.

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Maximum Amount: $18,364.24

Due This Invoice: $13,463.04

Previous Billings To-Date: $ 0

Remaining Authorization: $ 4,901.20

PERCENT OF BUDGET EXPENDED: 73.3%

% OF PROJECT COMPLETE: 70%

Explanation of Comparison of Budget vs. Estimated Completion:

Percent of project completion is slightly behind percent of budget expended. Unforeseen delays in the approval of the channelization plan have delayed final design of the signal and drainage elements of the 60% design. Etc.

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date junel9,2014 ext. 3178 received at council office …

Documents