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Home My WebLink AboutAG 16-035RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS ORIGINATING STAFF PERSON: CHRISTINE MULLEN TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE 'CONTRACT AMENDMENT (AG #):16 -035 ❑ OTHER SUPPLEMENT # 2 EXT: 2723 3. DATE REQ. BY:ASAP ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL G. PROJECT NAME: STEEL LAKE PARK TO DOWNTOWM TRAIL PROJECT ;. NAME OF CONTRACTOR: KPG, P.S. ADDRESS: 3131 ELLIOT AVE., SUITE 400, SEATTLE, WA 98121 TELEPHONE: (206) 267 -1052 E -MAIL: NELSON@KPG.COM FAX: SIGNATURE NAME: NELSON DAVIS TITLE: PRESIDENT I. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #06 101042 000 00 BL EXP. 12/31/17 um #601248648 , EXP. 12/31/17 '. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETION DATE:06/30/2018 L. TOTAL COMPENSATION: $95,016.52 TOTAL ($2,106.36 SUPPLEMENT # 2) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: $YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $12,550 TOTAL ($100 SUPPLEMENT # 2) IS SALES TAX OWED: ❑ YES .NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 306 -4400- 200 -595- 30-411 I. DOCENT / CONTRACT REVIEW PROJECT MANAGER �DNISION MANAGER \ E bEPUTY DIRECTOR le DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ya'LAW DEPT INITIAL/ DATE REVIEWED 1 / 7// INITIAL / DATE APPROVED 0. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1. CI6RACT SIGNATURE ROUTING VENDOR/CONTRACTOR DATE SENT: `Z 11)11-1 DATE RECD: 1 I25 (( 1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) T X LAW DEPT yk SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL :OMMENTS: XECUTE " 2 ORIGINALS INITIAL/DATE SIGNED APF--" 1LT1 AG 16 -035 SUPPLEMENT NO. 2 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR STEEL LAKE PARK TO DOWNTOWN TRAIL PROJECT DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, P.S. effective the 21st day of March 2016, identified as Agreement No. AG16 -035 and Supplement No.1 on the 30th day of September 2016. All provisions in the Agreement and previously executed supplements remain in effect except as expressly modified by this supplement. The changes to the Agreement are described as follows: Section II, GENERAL SCOPE OF WORK, shall be amended as follows: A new work element shall be added to the Scope of Services: Work Element #14 — ON -CALL CONSTRUCTION SUPPORT: KPG shall provide on- call construction support services as requested. This task shall not be billed to unless a written work order is provided by the City of Federal Way. 11 Section IV, TIME FOR BEGINNING AND COMPLETION, shall be amended as follows: Completion date shall be changed to June 30, 2018. III Section V, PAYMENT PROVISIONS, shall be amended as follows: Payment shall be amended in the amount of $2,106.36 as identified on the Attached Exhibit D -2. The revised total contract amount shall be $95,016.52. IV Ratification: Any act done by either party, consistent with the authority of the Agreement after the previous expiration date and prior to the effective date of this Supplement, is hereby ratified as having been performed under the Agreement as it existed prior to this supplement. Signed this)7ay or _/ , 2017. KPG, P.S. By: Its: Nelson Davis, P.E. President 3131 Elliot Ave., Suite 400 Seattle, WA 98121 CITY OF FEDERAL WAY By: Its: Mayor 33325 8th Ave S Federal Way, WA 98003 APPROVED AS TO FORM: -For Ryan Call, City Attorney K1STREETS\PROJECTS\Steel Lake Park to Downtown Trail\Design\Consultant Contract\KPG Contract\Supplement # 21AG 16 -035 Supl. 2- 71117 - Final.doc EXHIBIT D -2 CS- 6 1- m w w HOUR AND FEE ESTIMATE 0 0. a Cn 0 U ai N O O 3 U o R c O O co YO N 0 Z a)a =_ • a) a) O LL J E N o a d d C 3 cr• .) v� «O 0 N E N w 0 x o as C O m /6 >. 0 0 co ea C a1 W m Z M m rno m C O 0 • o • ca N o_ 0 O 1 n7 0 Q 0 N H O 0 CO 0 O 0 0 N 0 sfy (0 N M N 0 M N 0) 0 0 aD m O O O 0 a a N C O U N c 0 0 0 0 0 0 al U E o 0 w Y � O r Ts F N Y a) 2I— a m a) a as a E 0) LL TOTAL HOURS AND TOTAL ESTIMATED FEE RETURN TO: TV) 7 ,I I V1fl EXT: 2,700 11 g (2- CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Si- r ee't 5 A; SPrn 2. ORIGINATING STAFF PERSON: Chr15 -1-1 ne M utter) EXT: x 272-3 3. DATE REQ. BY: (,iJea . q l j 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE r_ c 5 is CONTRACT AMENDMENT (AG #): 11C/ -- 0 3 ❑ OTHER 6 U 1" pke1'Y1C.t'l4'. 1 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SAtc l Lake Pay k - D 1:01A/r' --o W n -Tr-Ai ( Pa/ eGt 6. NAME OF CONTRACTOR: K% , 'RS • ADDRESS: 3131 Ell int1 -IVY . , S LlY{f. I-KX E -MAIL: nelson @ Kp9 COm SIGNATURE NAME: SJ eks O/1 'DAJi lam• E • SCa+1 -lc , WA 16121 TELEPHONE: (2c4> /J01.1052. FAX: (201..) 2.8(o- ((o3G TITLE: ?ri CI pcu.. 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #Qp•tO1042'c OO•cO BL, EXP. 12/31/ l.p UBI #(0012_1 3410 , EXP. / / a5 Mod+ died by 8. TERM: COMMENCEMENT DATE: "b / -t / 1(D COMPLETION DATE: '7 / 3l /C7 (-1-n 5upp1Gmer►�� 9. TOTAL COMPENSATION: $ 1G10 .11L 6'10 O► lUU 1 P (.lDl..Y1' I IS SL �lINCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - AMC I CHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ® YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 12.) t4 550 • C O IS SALES TAX OWED: ■ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY s PURCHASING: PLEASE CHARGE To: ' )CID • WA CO • eQOO • yqS ' 3 O' 411 10. DOCUMENT / CONTRACT REVIEW X PROJECT MANAGER DIVISION MANAGER DEPUTY DIRECTOR DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) At LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING (� �� ^ , SENT TO VENDOR/CONTRACTOR DATE SENT: .1 ' ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS I. _ IAL /DATE GNED LAW DEPT CHIEF OF STAFF XI SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK , ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE 2." ORIGINALS DATE SENT: )0-6-10 DATE REC'D: cti2(eitu 1/15 AG 16 -035 SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR STEEL LAKE PARK TO DOWNTOWN TRAIL PROJECT DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, P.S., effective the 21st day of March 2016, identified as Agreement No. 16 -035. All provisions in the Agreement and previously executed supplements remain in effect except as expressly modified by this supplement, "Supplement No. 1." The changes to the Agreement are described as follows: Section IV, Time for Beginning and Completion, shall be amended as follows: Completion date shall be changed to July 31, 2017. 11 Ratification: Any act done by either party, consistent with the authority of the Agreement after the previous expiration date and prior to the effective date of this Supplement No. 1, is hereby ratified as having been performed under the Agreement as it existed prior to this supplement. Signed thiq DO day of KPG, P.S. By: Its: Nelson Davis Principal 3131 Elliott Ave., Suite 400 Seattle, WA 98121 , 2016. CITY OF FEDERAL WAY By: Its: Mayor 33325 8th Ave S Federal Way, WA 98003 APPROVED AS O FO M: Mark Orthmann, Acting City Attorney K: \STREETS \PROJECTS \Steel Lake Park to Downtown Trail \ Design \Consultant Contract\KPG Contract\Supplement #1\AG 16 -035 Supl. 1.doc RETURN TO: 10.L/I C x333 EXT: 4 26HIY CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC �WIO�R ,Q WORKS / ��/Tj5 0 2. ORIGINATING STAFF PERSON: L 1 ►tAt len 4. TYPE OF DOCUMENT (CHECK ONE: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ■ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER LA EXT: )- 2 -12-3 3. DATE REQ. BY: 3 • 4 •2.�<LD ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: et Lake- 'Pay*. -to DOLIJ l7i?IA)ri t Uec- 6. NAME OF CONTRACTOR: K.f'€i , 9.5 . ADDRESS: —I5 9+►•.1 It'ie• t E -MAIL: N e t Sot @ IcP q COVYI SIGNATURE NAME: NetSOn 1D O.'4 5 a-EH 9Btd9 TELEPHONE: (20(o)'1.to1 • t052 FAX: (2cx97 28to- it4'3ci TITLE: t?r"c sider\t 7. EXHIBITS ANDATTACHMENTS:y! SCOPE, WORK OR SERVICES is COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #O(, • 10 t0+4 2.Oic•COBL, EXP. 12/31/ tip_ UBI #(D0.2y4. �lC� EXP. 5 /61 / (D 8. TERM: COMMENCEMENT DATE: Uri) C:) ex ecukion COMPLETION DATE: ()9 /3b /aot Io 9. TOTAL COMPENSATION: $ 92. 91.0 , t iD (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: • YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ t2,45D.00 IS SALES TAX OWED: ❑ YES NO IF YES, $ '3otr•4400.200.595.30 •4t1 INITIAL / DATE REVIEWED ae PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT / CONTRACT REVIEW ® PROJECT MANAGER • DIVISION MANAGER ❑ DEPUTY DIRECTOR ® DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ■ LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING X SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, LAW DEPT CHIEF OF STAFF •FLSIGNATOR ❑ CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: EXECUTE " 2-" ORIGINA PAID BY: ❑ CONTRACTOR ❑ CITY 2.2tn•t _3•1A Ilc INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: I•I• DATE SENT: S/I t/I`4' INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DAT SIGNED R DIRECTO ' fr rvoa6f R) COUNCIL APPROVAL DATE: NI 1st DATE REC'D: ✓ Il1.2 1 IV -r tonVrth Goes (AIR Fi esLM C41 C reins. ,h mra,A4 pk,\V,/le. 'IS 6)1 p"'c' 6- L.-,t an lord rcc e,,f -ec1 0M k w�w5 1/15 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: AG 16- b 3 Firm /Organization Legal Name (do not use dba's): KPG, P.S. Address 753 9th Ave N Seattle, WA 98109 Federal Aid Number UBI Number 601248468 Federal TIN or SSN Number Execution Date Completion Date September 30, 2016 1099 Form Required ❑ Yes 1 No Federal Participation i Yes i No Project Title Steel Lake Park to Downtown Trail Project Description of Work Provide design services for pedestrian improvements on the south side of S 312th Street from approximately 24th Ave S to the entrance to Steel Lake Park. ❑ Yes ✓ No DBE Participation ❑ Yes r] No MBE Participation ❑ Yes 1 No WBE Participation ❑ Yes 1 No SBE Participation Total Amount Authorized: $92,910.16 Management Reserve Fund: $0.00 Maximum Amount Payable: $92,910.16 Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit 1 Exhibit J Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub - consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures Agreement Number: AG 16- 3 S Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 4/10/2015 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the CITY OF FEDERAL WAY hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above - described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub - consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and /or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and /or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: AG 16- 6 3_ 5 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 4/10/2015 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: CHRISTINE MULLEN, PE Agency: CITY OF FEDERAL WAY Address: 33325 8TH AVE S City: FEDERAL WAY State: WA Zip: 98003 Email: christine .mullen @cityoffederalway.com Phone: (253) 835 -2723 Facsimile: (253) 835 -2709 If to CONSULTANT: Name: NELSON DAVIS, PE Agency: KPG, P.S. Address: 753 9TH AVE N City: SEATTLE State: WA Zip: 98109 Email: nelson @kpg.com Phone: (206) 267 -1052 Facsimile: (206) 286 -1639 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: AG 16- 0 3 S Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 Revised 4/10/2015 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work ". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all sub - consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates @wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub - consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and /or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub - consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13 -82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205 -46 "Travel Costs." The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: AG 16- i 3 5 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 4/10/2015 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Changes of Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Changes of Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non - Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS &E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: AG 16- 0 5 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 4/10/2015 D. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or, related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub - Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub - consultant, any contract or any other relationship. Compensation for this sub - consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub - consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non -salary costs and fixed fee costs for the sub - consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub - consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub - recipient, or sub - consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: AG 16- 0 3 S Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 4/10/2015 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he /she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub - consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100 -259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: AG 16- Q Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 4/10/2015 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and /or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J ". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: AG 16- b 3 5 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 4/10/2015 XII. Legal Relations The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and /or AGENCY, their agents, officers, employees, sub - consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub - consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and /or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and /or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: AG 16- 3 $ Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 4/10/2015 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and /or subcontractor as an additional insured (the "AIs "), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non - contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub - consultant's and /or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: CHRISTINE MULLEN, PE Agency: CITY OF FEDERAL WAY Address: 33325 8TH AVENUE S City: FEDERAL WAY State: WA Zip: 98003 Email: christine .mullen @cityoffederalway.com Phone: (253) 835 -2723 Facsimile: (253) 835 -2709 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: AG 16- 0 j Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 4/10/2015 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G -4" Certificate of Current Cost or Pricing Data. Exhibit "G -3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G -4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: AG 16- 0 15 Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 4/10/2015 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority t� make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ( "State's Confidential Information "). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non - public Specifications, STATE and AGENCY non - publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub - consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00 -03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: AG 16- Q 3 S Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 4/10/2015 Violation of this section by the CONSULTANT or its sub - consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing h' g such proprietary and /or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or .(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction ' ur enjoining disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the J J g AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub - consultant of any AGENCY communication regarding disclosure that may include a sub - consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub- consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub - consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and /or sub - consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub - consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ( "ESI "), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: AG 16- 3 5 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 4/10/2015 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files ", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub - consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub - consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Signature Nelson Davis, P.E. Date KPG, P.S. 0 41 4 /' Si • , : : Jim Ferrell, Mayor Dat City of Federal Way l t t.ti �� ►,� Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. APPROVED AS TO FORM: (lam .es` Amy Jo Pearsall, City Attorney Agreement Number: AG 16- 0 ' Jr Local Agency A &E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 4/10/2015 Exhibit A Scope of Work See Scope of Work prepared by KPG, P.S., attached as Exhibit A. Project No. AG 16 - 0 ,? 5" Agreement Number: AG 16- 0 3 WSDOT Form 140 -089 EF Exhibit A Page 1 of 1 Revised 10/30/2014 EXHIBIT A City of Federal Way Steel Lake Park to Downtown Trail KPG Scope of Work February 23, 2016 Purpose The purpose of the Steel Lake Park to Downtown Trail Project is to improve accessibility and safety of pedestrians accessing Steel Lake Park along S 312th Street. Proposed Improvements Proposed Improvements for the Steel Lake Park to Downtown Trail Project include the following: ♦ Provide widened roadway, curb, gutter, six foot wide planter strip, eight foot wide sidewalk, illumination and ADA curb ramps along the south side of S 312th Street between the existing sidewalk near 23rd Avenue S and the existing crosswalk to Steel Lake Park. Scope of Work Work Element 1 Project Management The estimated project duration is six months. No design work will proceed after completion of the Design Report without written authorization from the City. No design work will proceed after the submittal of the 85% plans, specifications and estimate without written authorization from the City. 1.1 Provide project management administrative services including: • Project set -up and execute agreement • Execution of subcontractor agreements • Preparation of monthly progress reports and invoices • Record keeping and project closeout 1.2 Provide overall project management including: ♦ Project staff management and coordination ♦ Subcontractor management and coordination ♦ Prepare and update project schedule • Schedule and budget monitoring 1.3 Coordinate with City staff, including preparation and attendance of up to four monthly coordination meetings throughout the duration of the project. Level of effort for this task is based on an average of one and a half Consultant staff at each of the following meetings: • One formal kickoff meeting at project start City of Federal Way Page 1 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 ♦ Two meetings upon re- authorization to proceed following 30% and 85% approval. ♦ Progress meeting at the City throughout the project duration (estimate 1). Work Element 2 Quality Assurance / Quality Control The Consultant shall provide internal quality assurance / quality control (QA/QC) reviews of the following major work elements prior to submittal to the City. 2.1 Field review completed base maps for completeness and accuracy and incorporate findings. 2.2 Provide senior review of design report. 2.3 Senior Engineer review of the Geotechnical Investigation Plan and Report. 2.4 Provide senior review of 85% Plans, specifications and estimates. 2.5 Provide senior review of 100% Plans, specifications and estimates. Work Element 3 Mapping The limits of topographic survey shall extend approximately 700 feet along S 312th Street from the existing sidewalk near 24th Avenue S to 50 feet east of the existing crosswalk to Steel Lake Park from the north pavement edge to 30 feet south of existing south pavement edge. Right of way will be shown based on publicly available information. No right of way calculations are anticipated or included in the scope of work. 3.1 Establish horizontal and vertical control points along the corridor and within the project limits described above. Approximately two control points will be established and will be made available for the construction contractor's use during construction. The Consultant will locate, field survey, and calculate positions for visible and accessible monuments and control points throughout the project limits, using the Washington State plane coordinate system as indicated in the assumptions above. Conventional or GPS surveying methods will be used on this project. Monuments or corners to be located and field surveyed may include the following: • Section Corners • Side street monuments • Monuments shown or found as indicated on survey records. 3.2 Field Survey and Note Reduction. Perform note reduction of the field survey data. 3.3 Mapping work to prepare 1 " =20' topographic base map and digital terrain model (DTM) in AutoCAD Civil 3D format of the project within the limits described above. The base mapping work will include: • Signs, trees, curbs, sidewalks, pavement markings, utility poles, guardrail, and other visible and accessible surface features. • One foot contours generated from the DTM. • Profiles of the existing roadway surface along the curb lines (top and bottom), and /or edge of pavement, along turn lane lines, and at the roadway crown line. Points will be surveyed at approximately 25 foot intervals. City of Federal Way Page 2 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 3.4 Survey utility location paint marks provided in Work Element 4.1 at 25 foot intervals and visible and accessible surface feature (valves, manholes, catch basins, junction boxes, irrigation systems, hydrants, and vaults). The CONSULTANT will prepare an as- built utility AutoCAD layer in the base map from this information. 3.5 Perform observation and measure -downs of existing storm drain catch basins, manholes and outfalls (few are anticipated). Document the approximate size, type, material (brick, concrete), and general condition of the structures. Also document the size, location, and invert elevations of storm drainage pipes. These observations will be made from the surface. 3.6 Field survey to locate utility potholes provided for in Work Element 4.3. Process the survey notes and add the pothole locations to the basemap. 3.7 Survey existing ground profile at potential retaining wall locations (if retaining walls are necessary). Work Element 4 Utility Mapping 4.1 CNI and /or utility purveyors will provide design level locating and marking of all utilities within the project corridor so that they can be surveyed as indicated in Work Element 3.4. Service line locations and gravity storm and sewer will not be located except where upstream or downstream structures cannot be found. Only coordination from the CONSULTANT team is included in this sub Work Element. 4.2 Request and acquire all private utility company record drawings and update utility mapping prepared in Work Element 3.4. Utility as- builts will be used to verify the location and type of utilities within the limits of this project (i.e., adding the type of water main, and type, location and symbol of water valves). Utility depths will not be shown with the exception of those described in Work Element 3.5. 4.3 Coordinate with the utility companies and identify locations for potholing based on the preliminary design. The CONSULTANT will prepare a potholing plan for review and approval by the City. All potholing will be performed under the direction of the utility owners and is not included in this scope of work. Pothole locations will be marked with pins to identify depth from existing grade to top of their facilities. This information will be incorporated into the mapping. Depths of utility lines located by potholing will be designated by a symbol in the plans. Survey of potholing information will be included as indicated in Work Element 3.6. The CONSULTANT will not QA the pothole information provided by the utility company. Any conflicting information will be provided to the City and resolved between the City and the utility company. Work Element 5 Traffic Analysis Report A Traffic Analysis Report is not anticipated for this project. Work Element 6 Geotechnical Report The Consultant shall coordinate with a qualified geotechnical firm to complete field investigations to support the project as follows: City of Federal Way Page 3 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 6.1 Geotechnical Exploration Plan The CONSULTANT will prepare a geotechnical exploration plan that identifies the location and type (i.e., hollow stem auger) of investigation to be performed at each exploration location along the project alignment. A written description of the type of analysis to be performed will be prepared. The CONSULTANT will obtain and review existing information, coordinate and plan access and restoration for test holes, and identify features that could affect other geotechnical design work elements. No field investigation will proceed until the geotechnical exploration plan has been approved by the CITY. 6.2 Field Explorations The field exploration program will consist of advancing three hand auger borings each to depths ranging from approximately three to five feet to characterize general near surface soil conditions to support design of the porous sidewalks, luminaires, and modular block retaining walls. In an effort to avoid buried utilities, the CONSULTANT will contact the Washington Utilities Coordinating Council One Call service to locate underground utilities. The CONSULTANT will also coordinate with the CITY for any known information about existing site utilities prior to performing field activities. 6.3 Geotechnical Laboratory Testing The CONSULTANT will complete a limited geotechnical laboratory testing program consisting of natural moisture content determinations and grain size analyses on selected soil samples obtained from the borings to aid in classifying site soils and determining pertinent engineering properties of the soil. The CONSULTANT has budgeted for two moisture content determinations and two grain size analyses. 6.4 Geotechnical Engineering Analyses The CONSULTANT will develop geotechnical engineering conclusions and recommendations in accordance with WSDOT Standard Specifications and the City of Federal Way Revised Code for design and construction of the proposed improvements, including: • Earthwork recommendations including temporary and permanent slope configurations, suitability of onsite soil for reuse as structural fill, import fill criteria, fill placement criteria, dewatering recommendations (if needed). • Retaining wall recommendations including lateral earth pressures and allowable bearing capacity. • Recommendations for the design and construction of luminaire foundations. ♦ Recommendations for porous sidewalk design and subgrade preparation. ♦ An estimate of the infiltration rate of the near - surface soil along the project alignment based on small scale testing according the 2009 King County Surface Water Design Manual for use in design of porous sidewalks. Infiltration tests will be performed at depths ranging between three and five feet in the boreholes proposed herein. City of Federal Way Page 4 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 6.5 Geotechnical Report The results of our field explorations, engineering analyses, and geotechnical engineering conclusions and recommendations, will be summarized in a draft geotechnical report for review by the project team and the CITY. Upon receipt of review comments, the comments will be addressed and a signed and sealed final geotechnical report will be submitted. Assumptions • All subcontractors, equipment subcontractors, laboratories, and other related subcontractor personnel will be selected, hired and paid by the CONSULTANT. ♦ For the proposed explorations located in the right of way, it is anticipated that traffic control and a right -of -way use permit from the CITY will be needed. ♦ Field exploration will be performed during daylight hours. • WSDOT Standard Plan foundations will be used for the proposed luminaires. ♦ Piezometers to monitor groundwater levels over time will not be installed; however, the depth to the groundwater level will be noted at the time of exploration if encountered within the depth of our explorations. ♦ Soil samples will be disposed of thirty days after the date of acceptance of the final report unless other arrangements are made. Deliverables ♦ An electronic copy (in pdf format) and two bound copies of the Draft Geotechnical Report. ♦ An electronic copy (in pdf format) and two bound and one unbound copies of the Final Geotechnical Report. Work Element 7 Design Report Prepare a design report. The report will include the 30% plans and cost opinions for the project. 7.1 Compile and review data and records from the City, other agencies, and utilities. Document the design criteria that will be used to develop and evaluate alternatives. Design criteria will be per the WSDOT Project Design Guidelines format. Prepare photo log of existing conditions. 7.2 Prepare a draft Technical Information Report (TIR) describing the technical information and analysis of the stormwater facilities. The draft TIR will be in accordance with City requirements, including, hydrologic calculations, facility design, pipe sizing calculations, and plan view layout as shown on the 30% plans. Responses to the draft TIR will be addressed, resubmitted and approved prior to the submittal of the 85% design. The TIR will be finalized concurrent with final design under work element 11. 7.3 Analyze illumination to provide levels consistent with the current City illumination standards. Prepare a preliminary layout of the street illumination system and include supporting calculations as an appendix to the design report. 7.4 Estimate preliminary quantities and prepare preliminary opinions of probable cost for construction. This will be included, in tabular format as defined by the City, within a City of Federal Way Page 5 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 design report appendix. 7.5 Prepare 30% Plans for submittal with the design report. 7.6 Compile and prepare the Draft and Final Design Report. Five bound copies and one unbound original will be submitted for the draft and final reports. Assumptions ♦ Right of way or easement acquisition is not anticipated nor included in this scope of work. Work Element 8 Environmental 8.1 Cultural Resources Investigation. The Consultant will conduct the required cultural resources assessment in compliance with Washington State EO 05 -05. It is anticipated that the project will be allowed under an exemption by submitting an EZ form to DAHP and that a formal assessment will not be required. 8.2 SEPA Checklist: The Consultant will prepare a SEPA checklist for the project improvements based on the reviewed 30% Plans. Submittal and processing will be by the City. Deliverables: ♦ An electronic copy of the draft Cultural Resources report in Adobe PDF. • An electronic copy in Adobe PDF and three paper copies of the final Cultural Resources report. ♦ SEPA submittal copies as required. • No sensitive area delineations or additional permits will be required Work Element 9 Community and Agency Coordination 9.1 Provide an intemet ready exhibit that illustrates the project layout and key features such as sidewalks, landscaping, and channelization / traffic control features. 9.2 Provide meeting minutes and action items from City arranged project meetings with cooperating stakeholders, franchise utilities, and agencies (Assume three meetings). Provide design coordination with franchise utilities for relocations. Work Element 10 Right of Way Calculations No right of way calculations are anticipated Work Element 11 Final Design The Consultant shall provide Final Plans, Specifications and Estimates for review and approval by the City. Plans shall be formatted to provide sufficient detail for convenient field layout of all proposed facilities. City standard details and WSDOT standard plans will be supplemented with project specific details as required. The 85% plans and specifications shall be stamped City of Federal Way Page 6 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 by a licensed professional Engineer in the State of Washington. Final bid documents will be stamped and signed by a licensed professional engineer in the State of Washington. 11.1 Assemble a title and index sheet that would include a vicinity map. 11.2 Assemble a sheet for symbol and abbreviation legends, general notes 11.3 Prepare typical sections. 11.4 Prepare detail sheets. 11.5 Prepare a schematic map showing survey control monuments location and their coordinate values. 11.6 Prepare site preparation and erosion control plans. These plans will include all demolition and erosion control, and will provide grading limits. 11.7 Prepare alignment, sidewalk, and grading plans. These plans will include horizontal alignment information and plan views of grading, sidewalk alignment, and ADA ramp and driveway locations, as well as limits of cut/fill required. 11.8 Prepare curb line profiles at all new locations. Roadway centerline profiles are not necessary as the project will match to the existing roadway centerlines. 11.9 Prepare channelization plans. These plans will delineate the Locations of all pavement markings including lane lines, crosswalks, tum arrows, and stop lines. 11.10 Prepare signing plans. These signs will show the locations and sizes of all signs. 11.11 Prepare drainage detail sheets, depicting special or non - standard drainage features. KCRTS software will be used for hydrology and facility sizing. Precast vault elements (if necessary) are assumed with no structural design needed. 11.12 Prepare drainage plans and profiles. These plans will include information and plan views of storm drainage system including type, material, size, and location of pipes, catch basins, and treatment facilities, if required. 11.13 Prepare final TIR addressing draft TIR comments from the City at the 85% completion submittal. Preparation of a Stormwater Pollution Prevention Plan (SWPPP) is not included in this scope of work. 11.14 Prepare retaining wall plans, profiles, and details (if necessary). Plans views of retaining walls will be shown on the paving and grading plans. The horizontal limits of the retaining walls will be shown by station and offsets. Wall profiles will be prepared showing the top of wall, top of footing (if a CIP wall option issued), existing ground line and final ground line. Existing and proposed storm drain or utility crossings will be shown in the profile. Top of wall elevations will be provided at 25 foot stations along the wall profile. Wall design details will be prepared and shown on these plans. These details will City of Federal Way Page 7 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 include a typical cross section of the wall, foundation details, fencing /handrail details, wall penetration details and sloping /shoring requirements. It is assumed that Structural Earth Walls will be utilized and no structural design will be required. Design of structural earth walls will be by the construction contractor per Standard Specifications. Final design of proprietary structural earth walls will be performed by the construction contractor in accordance with WSDOT Standard Specifications. Preliminary reinforcement calculations for proprietary walls will be incorporated to determine structure excavation quantities and right -of -way needs. 11.15 Prepare landscaping and irrigation plans showing elements affecting planting and irrigation such as luminaires, driveway cuts, utilities, etc. The plans will include the type and location of all planting materials, as well as the layouts for any project required irrigation within the public right -of -way. Prepare landscaping and irrigation detail sheets that include details for items such as connections for the irrigation lines to water sources and planting details. The CONSULTANT will verify the existing water pressure available for the irrigation system with Lakehaven Utility District. 11.16 Prepare illumination plans and details. Plans will include layouts of lighting system equipment, and conduit and conductor schedules. Illumination design shall be per the current City of Federal Way Street Lighting Standards. Photometric and line loss calculations shall be submitted to support the City of Federal Way design standards. 11.17 Perform 85% and 100% Design quantity take -offs and opinion of costs. 11.18 Prepare contract specifications for the 85% and 100% submittals based on current WSDOT /APWA standards (English), applicable amendments to the current WSDOT /APWA standards and applicable LAG standards. Work Element 12 Plan Production 12.1 Assemble and submit plans and specifications for 85 %, and 100% levels of design. • One full size set of plans • Six half -size sets of plans (11" x 17 "), including one unbound original • Six copies of specs, including one unbound original • Six copies of the opinion of cost 12.2 Assemble and coordinate the printing of 50 sets of half -size contract plans, 50 sets of specifications for bidding and six full size sets of plans. Work Element 13 Assistance During Bidding 13.1 Prepare addenda and respond to bidders questions relayed through the City. It is assumed that the CONSULTANT will prepare up to two addenda. City of Federal Way Page 8 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 Sheet List Title /index sheet Legend, Abbreviations General Notes Typical Sections Sidewalk and Curb Details Drainage Details Survey Control Site Preparation and Erosion Control Plans Sidewalk Plan and Profile Drainage Plans and Profiles Channelization and Signing Plans and Details Landscape Plans and Details Irrigation Plans and Details Wall Plans and Details Illumination Plans and Details (1 sheet) (1 sheet) (1 sheet) (1 sheet) (1 sheet) (1 sheet) (2 sheets) (2 sheets) (2 sheets) (2 sheets) (3 sheets) (3 sheets) (2 sheets) (3 sheets) TOTAL = 25 sheets City of Federal Way Page 9 of 9 KPG Steel Lake Park to Downtown Trail 2/23/16 Exhibit B DBE Participation Not Applicable Agreement Number: AG 16- k 3 5 WSDOT Form 140 -089 EF Exhibit B Page 1 of 1 Revised 10/30/2014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data Survey data shall be provided as part of the Computer Aided Drafting file submittals. Individual topographic survey points shall be included as part of the files. B. Roadway Design Files Roadway Design Files shall be provided as part of the Computer Aided Drafting file submittals, long with any other design files prepared by the Consultant. C. Computer Aided Drafting Files City of Federal Way CAD software is AutoCAD 2015. Agreement Number: AG 16- f� S WSDOT Form 140 -089 EF Exhibit C Page 1 of 4 Revised 10/30/2014 D. Specify the Agency's Right to Review Product with the Consultant The Agency reserves the right to review the Consultant work product at any time during the project. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic versions of deliverables (reports, plans, contract documents, etc.) shall be provided to the Agency (in PDF formats as well as in editable electronic formats) at the 30% completion stage, 85% completion stage, 100% completion stage, and final documents for bidding. F. Specify What Agency Furnished Services and Information Is to Be Provided The Agency will not provide any electronic data for this project. Agreement Number: AG 16- 6 3 5 WSDOT Form 140 -089 EF Exhibit C Page 2 of 4 Revised 10/30/2014 II. Any Other Electronic Files to Be Provided Electronic deliverables include digital photos (jpg), Microsoft Project schedules (.mpp), scanned, or electrnoic documents (.pdf, .doc, .xls, etc.) III. Methods to Electronically Exchange Data Data is to be transferred by email, CD, or FTP site(s). WSDOT Form 140 -089 EF Exhibit C Page 3 of 4 Revised 10/30/2014 A. Agency Software Suite The City of Federal Way software suite is Microsoft Office 2010. The City of Federal Way Operating System is Windows 7. B. Electronic Messaging System The City of Federal Way email software is Microsoft Outlook 2010. C. File Transfers Format See previous sections. WSDOT Form 140 -089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 Exhibit D Prime Consultant Cost Computations See the following attached documents: Consultant Hour & Fee Estimate Indirect Cost Rate Certification Agreement Number: AG 16- fI 3 5- WSDOT Form 140 -089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 HOUR AND FEE ESTIMATE (15 ■■ 44 • m 0 L a ® IL 1-. Effective Direct Overhead Profit multiplier Hours Labor Cost $ 1.31 $ 0.30 $ 2.61 CO CO O O ,— CO O C C 07 `" U3 U3 69. 64 N O (11 1• O' EA $ 238.84 $ 238.84 $ 696.45 $ 696.45 $ 696.45 Q - O 1- N N ■ b3 CD M N M 1"- CO n r O O V co u7 c0 6 O CO N CD r) CO r CO I,- c0 CO N. 1,- .— M N U3 di U3 Ur) ea EA U3 6F) 0 01 01 n O fA $ 238.84 $ 508.49 $ 563.20 $ 2.025.00 3,335.54 EA. EA 10 $ 501.42 $ 659.32 $ 150.43 10, $ 501.42 $ 659.32 $ 150.43 141 $ 756.70 $ 994.98 $ 227.01 34 $ 1,759.54 $ 2,313.62 $ 527.86 2 r $ 91.34 $ 120.10 $ 27.40 2 $ 91.34 $ 120.10 n $ 27.40 $ 266.34 $ 350.21 $ 79.90 4. $ 266.34 $ 350.21 n $ 79.90 4 $ 266.34 $ 350.21 $ 79.90 16 $ 981.70 $ 1,290.84 $ 294.51 I 8 $ 426.54 $ 560.86 $ 127.96 28 $ 1,464.78 $ 1,926.04 $ 439.43 241 $ 1,038.04 $ 1,364.92 ' $ 311.41 61 $ 316.92' $ 416.72 $ 95.08 6i $ 258.46 $ 339.85 $ 77.54 61 $ 282.50 $ 371.46 $ 84.75 61 $ 282.50 $ 371.46 $ 84.75 84 $ 4,069.74 $ 5,351.30 $ 1,220.92, $ 91.34 $ 120.10 ' $ 27.40 $ 194.46 $ 255.70 n $ 58.34 $ 215.38 $ 283.20 $ 64.61 12 $ 501.18 I $ 659.00 I $ 150.351 di E» di di w, di Proj Engr Design engr Senior Project ien. Urb De:Landscape Survey Engineer Manager proj. Surveyo Surveyor crew Technician Clerical $ 70.67 $ 62.50 $ 45.67 $ 38.46 $ 60.00 $ 30.77 $ 27.52 Work Element 1 - Project Management 1.1 Project management administrative services 2 4 0 0 0 0 4 1.2 Overall Project management 2 4 0 0 0 0 4 1.3 City staff coordination meetings (4) 2 4 8 0 0 0 0 Reimbursable expenses - see breakdown for details Task Totals 6 12 8 0 0 0 8 Work Element 2 - Quality Control /Quality Assurance 2.1 Field review of base maps for accuracy , 0 0 2 0 0 0 0 2.2 Geotechnical review 0 0 2 0 0 0 0 2.3 Review design report 2 2 0 0 0 0 0 2.4 Review 85% plans, specs, and estimate 2 2 0 0 0 0 0 2.5 Review 100% plans, specs, and estimate 2 2 0 0 0 0 0 Reimbursable expenses - see breakdown for details Task Total 6 6 4 0 0 0 0 Work Element 3 - Mapping 3.1 Establish horizontal and vertical control 0 2 r 0 0 4 T. 2 0 3.2 Field survey and note reduction 0 0 6 6 16 0 0 3.3 Prepare topo and DTM 0 0 4 16 4 0 0 3.4 Locate utility paint marks 0 0 0 2 4 0 0 3.5 CB and MH measure downs 0 0 0 2 2 2 0 3.6 Survey utility potholes 0 1 0 1 2 2 0 3.7 Survey existing ground profile 0 1 0 1 2 2 0 Reimbursable expenses - see breakdown for details Task Total 0 4 10 28 34 8 0 Work Element 4 - Utility Mapping 4.1 Coordinate field utlity locates 0 0 2 0 0 0 0 4.2 Request utlity company as builts 0 1 0 2 0 0 2 4.3 Prepare potholing plan /utility potholing coordination 0 1 2 0 0 2 0 Reimbursable expenses - see breakdown for details Task Total 0 2 4 2 0 2 2 Work Element 5 - Traffic Analysis Report I 5.1 No report anticipated 0 0 I Task Total 0 0 T 0 0 0 0 0 0 w HOUR AND FEE ESTIMATE as C 2 C r O N eL d N IL ft L• v- J 16 O _ 7 t> CO it V 2 L ]_ Total Fee i Effective Direct Overhead Profit multiplier Hours Labor Cost $ 1.31 $ 0.30 $ 2.61 $ 382.77 $ - $ - $ 1,460.13 $ 8.000.00 iN (0 crs ' ea $ 726.63 $ 3,540.05 $ 2,316.23 $ 1,869.31 $ 5,967.57 $ 1,857.39 $ 200.00 r v to $ 2,294.21 $ 2,074.87 $ 75.00 L$ _ 4,444.08 $ 887.55 $ 1,609.10 $ 50.00 en Ca 3 N ea Ea ea V, 4 $ 146.38 $ 192.48 ' $ 43.91 0 $ - $ - $ - 0 $ - $ - $ - 0 $ - $ - $ - 11 $ 558.39 $ 734.23 !: $ 167.52 15 $ 704.77 $ _926.70 $ 211.43 6 $ 277.88 ' $ 365.38 r $ 83.36 32 $ 1,353.80 $ 1,780.11 $ 406.14 20 $ 885.78 $ 1,164.71 $ 265.73 15 $ 714.87 $ 939.98 $ 214.46 58 $ 2,282.14 $ 3,000.79 $ 684.64 17 $ 710.31 $ 933.99 $ 213.09 148 $ 6,224.78 $ 8,184.96 $ 1,867.43 i 22 $ 877.36 $ 1,153.64 $ 263.21 18 $ 793.48 $ 1,043.35 $ 238.04 40 $ 1,670.84 $ 2,196.99 $ _ 501.25 8'. $ 339.42 $ 446.30 $ 101.83 12 $ 615.36 $ 809.14 $ 184.61 20 $ 954.78 $ 1,255.44 ; $ 286.43 Ea 69 (w 44 Proj Engr Design engr I Senior Project ien. Urb DelLandscape Survey Engineer Manager roj. Surveyo Surveyor crew Technician Clerical $ 70.67 $ 62.50 $ 45.67 $ 38.46 $ 60.00 $ 30.77 $ 27.52 Work Element 6 - Geotechnical Report 6.1 Reconnaissance and exploration planning 0 0 2 0 0 0 2 6.2 Field explorations 0 0 0 0 0 0 0 6.3 Geotechnical Lab Testing 0 0 0 0 0 0 0 6.4 Geotechnical engineering analysis 0 0 0 0 0 0 0 6.5 Geotechnical Report 1 4 4 0 0 0 2 Reimbursable expenses - see breakdown for details T Task Total 1 4 r 6 0 0 0 4 Work Element 7 - Design Report 7.1 Compile and review existing data 0 2 2 0 0 2 0 7.2 Prepare draft TIR 0 4 8 16 0 4 0 7.3 Prepare preliminary lighting layout and calcs 0 4 8 4 0 2 2 7.4 Prepare 30% opinion of cost 1 2 8 4 0 0 0 7.5 Prepare 30% Plans 2 4 8 24 0 16 4 7.6 Prepare draft and final report 1 2 4 4 0 4 2 Reimbursable expenses - see breakdown for details Task Total 4 18 38 -_--_ 52 0 28 8 Work Element 8 - Environmental 8.1 Prepare SEPA Checklist 0 2 8 4 0 4 4 8.2 EO 0505 cultural resources EZ documentation 0 4 8 0 0 4 r 2 Reimbursable expenses - see breakdown for details Task Total 0 6 16 4 0 8 6 Work Element 9 - Community and Agency Coordination - I 9.1 Prepare Project Exhibit to be posted on Internet 0 2 2 0 0 4 0 9.2 Agency Coordination meeting and minutes (2 mtgj 0 4 8 0 0 0 0 Reimbursable expenses - see breakdown for details , Task Total 0 6 10 0 0 4 0 Work Element 10 - Right of Way Calculations 10.1 No calculations anticipated 0 0 0 0 0 0 0 Reimbursable expenses - see breakdown for details Task Total 0 0 0 0 0 0 0 HOUR AND FEE ESTIMATE • I1I W i - • • CO 3 0 c 0 0 >6 13 (3 c o 70 R w . % N LL +a. J (0 o _ a Y () LL 1_- Total Fee Effective Direct Overhead Profit multiplier Hours Labor Cost $ 1.31 $ 0.30 $ 2.61 Co CO O W CO d' 0) CO N O to AO 7 O N. O N Ns O 4 V (O co N N O O N (O W O O) CO (O O A- (0 O 6 0 0 N N Co 6 4 t` O O O N Co OS O '0 (p O c0 c0 co N O V O O Ns CO CO R O) CO AO Cr N (f7 O in U7 V V .— c0 N 0 01 (l) CO N V (f) N O) CO 1- M r <- .- M D Di c6 N N t»9669 E696969 969 69 669 69 69669 69 69 $ 32,272.43 $ 1,860.50 $ 1,175.40 $ 1,500.00 0 07 N M U9 V VI $ 1,345.44 $ - $ $ 1,345.44 1 $ 30.77 $ 40.46$ 9.23 1 $ 30.77 $ 40.46 $ 9.23 6 $ 214.42 $ 281.94 $ 64.33 6 $ 200.00 $ 262.98 $ 60.00 4 $ 153.84 $ 202.28 $ 46.15 15 $ 553.84 $ 728.24 $ 166.15 26 $ 1,187.46 $ 1,561.39 $ 356.24 16 $ 613.44 $ 806.61 $ 184.03 12 $ 488.44 $ 642.25 I $ 146.53 6:$ 214.42,$ 281.94 $ 64.33 16 $ 738.44 $ 970.97 $ 221.53 32' $ 1,353.80 $ 1,780.11 $ 406.14 30 $ 1,297.54 $ 1,706.14 $ 389.26 13 r $ 491.34 $ 646.06 $ 147.40 361 $ 1,323.06 $ 1,739.69 $ 396.92 321 $ 1,353.80 $ 1,780.11 $ 406.14 18': $ 850.94 $ 1,118.90 $ 255.28 26 $ 1,130.70 $ 1,486.76 , $ 339.21 296 $ 12,227.02 _ $ 16,077.31 , $ 3,668.11 I 22 $ 711.50 $ 935.55 $ 213.45 12 $ 449.50 $ 591.05 $ 134.85 34 $ 1,161.00 $ 1,526.60 $ 348.30 12. $ 514.53 $ 676.56 $ 154.36 0 $ - $ - $ - 12 $ 514.53 $ 676.56 $ 154.36 Proj Engr Design engr Senior Project 3en. Urb De,Landscape Survey Engineer Manager Droj. Survey° Surveyor crew Technician Clerical $ 70.67 $ 62.50 $ 45.67 $ 38.46 $ 60.00 $ 30.77 $ 27.52 0 0 0 0 0 1 0 ions sheet 0 0 0 0 0 1 0 O 0 2 0 0 4 0 O 0 0 2 0 4 0 O 0 0 4 0 0 0 O 1 2 4 0 8 0 ading plans 2 4 8 8 0 4 0 0 0 4 8 0 4 0 O 0 8 0 0 4 0 0 0 2 0 0 4 0 0 4 8 0 0 4 0 s 0 4 8 16 0 4 0 2 4 8 8 0 4 4 )rofiles 0 1 4 0 0 8 0 Plans 0 2 4 12 0 18 0 is 0 4 8 16 0 4 0 t opinions 2 4 4 4 0 4 0 2 4 8 4 0 0 8 see breakdown for details Task Total 8 32 78 86 0 80 12 Work Element 12 - Plan Production 12.1 Assemble submittals for 85 %, 100% PSE 0 0 2 4 0 8 8 12.2 Assemble Bid Documents and provide final printing 0 2 2 0 0 4 4 Reimbursable expenses - see breakdown for details Task Total 0 2 4 4 0 12 12 Work Element 13 - Assistance During Bidding 13.1 Prepare Addenda and respond to questions 1 2 2 2 0 4 1 13.2 Attend Bid Opening 0 0 0 0 0 0 0 Reimbursable expenses - see breakdown for details Task Total 1 2 2 2 0 4 1 N at 69 QD CM M N CD W N M T N V O r M N 00 M CO Ps O CO O1 O N TOTAL HOURS AND TOTAL ESTIMATED FEE EXHIBIT HOUR AND FEE ESTIMATE Project: City of Federal Way Steel Lake Park to Downtown Trail February 23, 2016 IC /PG • Architecture • Landscape Architecture • Civil Engineerings • Reimbursable Breakdown Work Element 1 - Project Management Mileage Reproduction $ 100.00 Task 1 - Total 50.00 $ 150.00 Work Element 2 - Quality Control/Quallty Assurance Mileage Reproduction Task 2- Total $ Work Element 3- Mapping Mileage Reproduction 50.00 Task 3- Total 100.00 150.00 Work Element 4. Utility Mapping Mileage Reproduction Field Utility locates Task 4- Total 25.00 2,000.00 2,025.00 Work Element 5 - Traffic Analysis Report Mileage Reproduction $ Task 5- Total Work Element - Geotechnical Report Mileage Reproduction GeoDesign - Geotechnical InvestigatiOnS Task 6 - Total 8,000.00 8 000.00 Work Element 7 - Design Report Mileage Reproduction Task 7- Total $ 50.00 150.00 200.00 Work Element 8 - Environmental Mileage Reproduction Task 8- Total 25.00 $ 50.00 $ 75.00 Work Element 9 - Community and Agency Coordination Mileage Reproduction Task 9 - Total $ 25.00 25.00 50.00 Work Element 10 - Right of Way Calculations Mileage Reproduction $ $ Task 10 - Total $ Work Element 11 - Final Design Mileage Reproduction Task 11 - Total 100.00 200.00 300.00 Work Element 12 - Plan Production Mileage Reproduction Task 12 - Total - $ 1,500.00 500.00 Work Element 13 - Assistance During Bidding Mileage Reproduction Task 13- Total Reimbursable Subtotal Administrative fees on reimbursables (0%) TOTAL REIMBURSABLES City of Federal Way Steel Lake Park to Downtown Trail Page 1 of 1 $ 12,450.00 12450.00 KPG 2/23/2016 Washington State •' Department of Transportation Lynn Peterson Secretary of Transportation August 6, 2015 KPG, Inc. 753 - 9th Avenue N Seattle, WA 98109 -4309 Transportation Building 310 Maple Park Avenue S.E. P.O. Box 47300 Olympia, WA 98504-7300 360 -705 -7000 TTY: 1- 800 - 833 -6388 www.wsdot.wa.gov Subject: Acceptance FYE 2014 ICR — Risk Assessment Review Dear Mr. Jason Fritzler: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2014 ICR of 131.49 %. This ICR acceptance is in accordance with 23 CFR 172.7 and must be updated on an annual basis. This rate may be subject to additional review if considered necessary by WSDOT and will be applicable for: ❑ WSDOT Agreements ® Local Agency Contracts in Washington State only Costs billed to agreements /contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705 -7104 or via email consultantrates@wsdotwa.gov. Bards; K. JONSO anager, Consultant Servi -s Office EKJ:kal Acceptance ICR Risk Assessment Review leWashington Stab Department of Transportation May 13, 2014 Memorandum TO: Stacie Kelsey, Local Programs FROM: Martha Roach, Agreement Compliance Audit Manage SUBJECT: KPG, Inc. Indirect Cost Rate for fiscal year end December 31, 2013. We have completed our desk review of KPG, Inc. Indirect Cost Rate for the above referenced fiscal year. The review was completed at the request of WSDOT Northwest Region Local Programs. We reviewed the documentation supporting the rate for compliance with criteria contained in the Federal Acquisition Regulations (FAR), Subpart 31. Our review included a site visit to the firm. Based on our review we are issuing this memo.establishing KPG, Inc. Indirect Cost Rate . for fiscal year ending December 31, 2013, at 131.49% of direct labor (rate includes 0.14% Facilities Cost of Capital). KPG, Inc. provided a FHWA Certificate of Final Indirect Costs indicating all costs included in the indirect cost rate schedule are in compliance with Federal Acquisition Regulations (FAR), Subpart 31. Costs billed to agreements will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the Indirect Cost Rate. If you have any questions, feel free to call me at (360) 705 -7006 or via email at roachma(a wsdot.wa.gov. Cc: Steve McKerney File Certification of Final Indirect Costs Flrm Name: KPO, Inc. Indirect Cost Rate Proposal: 131.49 Date of Proposal Preparation (mm/dd/yyyy): 03111/2014 Fiscal Period Covered (mm /dd/yyyy to mm/dd/yyyy): 01/01113 to 12131/2013 1, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belie 1.) All costs included in this proposal to establish final Indirect cost rates are allowable in accordance with the cost principles of the Federal Acqulslllon Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of48 CFR 31. All known material transactions or events that have occurred affecting the firms ownership, organization and indirect cost rates have been disclosed Signature: Name of Certifying Official' (Print): Nelson Davis Title: President Date of Certification (mm/dd/yyyy): 06/12/2014 *The "Certifying Officier must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on line at: htto:l /www.fhwa.dot.gpo egsregsldirectiyestogda r§144701e.htm O/11 Certification; Nov 2010 Description KPG, Inc. Indirect Cost Rate Schedule For the Year Ended December 31, 2013 Financial Statement Amount ICPGA4j. WSDOT Adj. Accepted Ref. Amman Direct Labor 82,995,989 511,000 A 33,006,989 100.00% Wires Casts: Friaga Benefits Vacation Pay 3280,666 51,719 B $282,384 9.39% Sick Pay 118,058 191 C 118,249 3.93% Holiday Pay 177,603 534 D 178,137 5,924 Payroll Taxes 450,022 450,022 14,97% Health Insurance 280,484 280,484 9,33% Workers' Comp. Insurance 9,344 9,344 031% Profit Sharing (4014k) 28,606 28,606 0,9516 Bonus 175,050 (5175,050) 0 0 0,00% Commuter Passes 3,930 3,930 0,13% Tend Fringe Benchts $1,523,765 32,443 (5175,050) 51,351,157 4493% General Overhead Indirect Labor $986,393 528,770 E 51,015,163 33.76% Bid & Proposal Labor 302,427 302,427 10.06% Basis s Licenses 2,017 2,017 0.07% Life Insu ce (Key Person) 18,593 (18,593) F (0) 0.00% Disability Income Protection 53,620 53,620 1.78% Auto Allowances 46,981 (546,981) P 0 0.00% Professional Development 17,690 (708) Q 16,982 0.56% Professional Registration 5,425 (355) R 5,070 0,17% Employee Welfare 38,888 (21,429) (3,837) 0, S 13,623 0,45% Recruitment 832 (832) H 0 0.00% ut ids Temp Services 2,052 2,052 0.07% Payroll Services 2,741 2,741 0,09% Rent 547,488 (331,471) 1 216,017 7.18% Utilities 37,005 37,005 1.23% Janitor 28,990 28,990 0.96% Repairs & Maintenance 70,173 70,173 2.33% Tr Repairs & Maintenance 4,790 4,790 0.16% Lassa Expense 564 564 0.02% Office Supplies 93,852 (2,948) T 90,904 3,02% Copier & Plotter Supplies 13,660 13,660 0,45% ft Computer Supplies 13,962 13,962 0.46% Printing & Reproduction (1,842) (1,842) -0,06% Publications 2,404 2,404 0.08% Memberships & Organizations 13,465 (3,160) U 10,305 0.34% Accounting & Legal 10,896 (9,125) 1 1,771 0.06% Bank Charge 1,004 1,004 0.03% Late Charges 36 (36) K (0) 0,00% Telecomrmmicatlons 112,323 112,323 3.74% Postage & Delivery 4,330 4,330 0.1446 IT Lease Expense 100,892 100,892 336% Auto Maintenance & Registration 27,410 (27,410) V (0) 0.0044 Parking & Tolls 12,878 12,878 0.43% Travel 10,518 (1,145) W 9,372 0.314E Meals 43,194 (43.194) X 0 0.00% Business insurance 87,151 87,151 2.90% Interest 11,468 (11,468) Y 0 0,00% Business Taxes 231,073 231,073 7.68°A Marketing Reproduction 232 (232) L 0 0.00% Website Development & Maintenance 1,900 1,900 0.06% Business Entertainment 3,303 (3,303) M 0 0.0094 Conferences 15,774 (600) 2 15, I74 0.50% Marketing Travel 1,114 (1,114) L 0 0.00% Marketing Meals 8,084 (8,084) 1.. 0 0.00% Political Contributions/ Public Relation 6,000 (6,000) 1 0 0.0036 Charitable Donations 4,994 (4,994) N 0 0,00% Description KPG, Inc. indirect Cost Rate Schedule For the Year Ended December 31, 2013 Flnanelid Statement Accepted Amount KPC Adj, WSDOT Adj. Ref, Amount Depreciation 120,171 120,171 4.00% Total General Overhead $3,116,912 ($376,441) (*141,806) $2,598,665 86A2% Total Indirect Cade & Overhead $4,640,677 ($373,998) (5316,856) 53,949,822 131.35% Indirect Cost Rate (Lem FCC) 154,90% 141.89% 131.35% Facilities Cost of Capital $4,130 54,130 0.14% 5044,807 (*373,998) (*316,856) 83,951,952 Indirect Cost Rate (Includes FCC) 131.49%. KPG, Inc. - Reviewed and Accepted BS 5/13/2814 "Indirect Cost Rote still aubJact to MOT Audits References KPG Adjuehaeats: A Hours to project work - nonbillable to the project to be included in direct labor per 48 CFR 31202, B Vacation Variance Between Payehox & Ajera Income Statement added to indirect cost wall CFR 31203. C Sick Variance Between Payehes & Ajera Inane Statement added to indirect coat per 48 CFR 31203. D Holiday Varimtes Between Paydax & Ajera Income Statement added to indirect cost per 48 CPR 31203, E Gdirect Salary Variance Between Payckex & Ajera Income Statement added to indirect labor per 48 CFR 31203. F Key Person Inamance unallowable $18,593 per 48 CFR 31.205- 19(eX2Xv). G Alcohol & Meals Non- perdicm unallowable $21,429 per 48 CFR 31,205.51 and 31.205-46. II Advertising unallowable *832 per 48 CFR 31,205 -1. 1 Common Control Rent Adjustment 5295,014,78 and Sublease Rent $36,456 per 48 CFR 31205 - 360)(4 1 Tax Preparations Shareholders unallowable 59,326 per 48 CFR 31.205.41(b) and 31.201.6. K Leto charges unallowable $36 per 48 CFR 31205- 15(a). [ Advertising & marketing unallowable $232, $1114, $8084, 86000 per 48 CFR 312054. M Business Entertainment unallowable (golf) $3303 per 48 CFR 31205 -14. N Donations Unallowable $4994 per 48 CFR 31205 -8. WSDOT Adjuahnents: O Unsupported bonus payments ($175,050) is unallowable per 48 CFR 31.205 -6 (OXii) and 31201.6. P Unsupported auto allowances ($46,981) are unallowable per 48 CFR 31205 -46, 31.201 -2, and 31201 -4. Q Mariner's Tickets ($348) and APWA Golf Tournament fees (5360) are unallowable entertainment expense per 48 CFR 31,205 -14 and 31.201 -6. R Dues for the Society for Marketing Professional (5355) are an to allowable advertising cost per 48 CPR 31,205 -1 and 31.201 -6. S Void check ($138) recorded in expenses without corresponding credit is unallowable per 48 CFR 31.201 -2 and 31.201-4. Imprinted clothing for staff (*3,031) is an unallowable advertising expense per 48 CFR 31205 -1 (0(6) Picnic and pizza expense ($668) is an unallowable entertainment expense per 48 CFR 31.205 -14 and 31.201-6. T Imprinted clothing for staff (514) is an amilowable advertising expense per 48 CFR 31205 - 1(0(6) Disputed fraudulent charges recovered ($1,316) but not removed from general ledger is an unallowable expense per 48 CFR 31.201 -2 and 33201 -4. Office party supplies (51,618) is an unallowable entertainment expense per 48 CFR 31205 -14 and 31201.6. U Lack of supporting documentation for Costco membership (8660) is unallowable per 48 CFR 31.201.2 and 31,201.4. Sponsorship for Green roads Foundation (82,500) is an unallowable donation per 48 CFR 31.205 -8 and 31.201 -6, ✓ Vehicle cost have been disallowed due to insufficient mileage Togs and majority of mileage constitute personal and direct project related miles per 48 CFR 31.205-46 (d), 31.201 -2, 31201 -4, and 31.202. W Lack of supporting documentation for travel expenses ($1,017) is unallowable per 48 CPR 31201.2 and 31201 .4. Hotel room for KPG party ($129) is an unallowable entertainment expense per 48 CFR 31205 -14 and 31201-6. X Meals (543,194) provided for staff meetings, client meetings, and individual stalTmembers is unallowable per 48 CFR 31 201 -2, 31,201 -3, 31201.4, 31205 -13, 31.205 -14, and 31.205 -46. Y Interest (511,468) costa an an unallowable expense per 48 CFR 31205 -20 and 31,201 -6. Z leek of supporting documentation for conference expense (8600) is unallowable per 48 CFR 31.202 -2, 31.201 -0, end 31.205 -43. Exhibit E Sub - consultant Cost Computations There isn't any sub - consultant participation at this time. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub- Contracting" of this AGREEMENT. Agreement Number: AG 16- 0 3 $ WSDOT Form 140 -089 EF Exhibit E Page 1 of 1 Revised 10/30/2014 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non - compliance: In the event of the CONSULTANT's non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub- consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and /or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: AG 16- 0 ,� WSDOT Form 140 -089 EF Exhibit F Page 1 of 1 Revised 10/30/2014 Exhibit G Certification Documents Exhibit G -1(a) Certification of Consultant Exhibit G -1(b) Certification of City of Federal Way Exhibit G -2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G -4 Certificate of Current Cost or Pricing Data Agreement Number: AG 16 - 0 3 S WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KPG, P.S. whose address is 753 9TH AVE N SEATTLE, WA 98109 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the WSDOT and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. NELSON DAVIS, PRESIDENT - KPG, P.S. Consultant (Firm Name) "it."(11'`.(L° Signature (Authorized Official of Consultant) Date Agreement Number: AG 16 - 0 3 S WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G -1(b) Certification of THE CITY OF FEDERAL WAY I hereby certify that I am the: MAYOR, JIM FERRELL ❑ Other of the CITY OF FEDERAL WAY , and KPG, P.S. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the WSDOT and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. 3a/°7 D Agreement Number: AG 16 - 6 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G -2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti -trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Nelson Davis, President - KPG, P.S. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Agreement Number: AG 16 - 6 3 WSDOT Form 140 -089 EF Exhibit G Revised 10/30/2014 Page 1 of 1 Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub - contracts, which exceed $100,000, and that all such sub - recipients shall certify and disclose accordingly. Nelson Davis, President - KPG, P.S. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date 4101 Agreement Number: AG 16 - i S WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of Steel Lake Park to Downtown Trail Project * are accurate, complete, and current as of February 23, 2016 This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Nelson Davis, President - KPG, P.S. ** Ak\- Signature Title President Date of Execution * * *: D 3 / 1 1 / 2016 *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) * *Insert the day, month, and year when price negotiations were concluded and price AGREEMENT was reached. ** *Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG 16- 0 3 3 WSDOT Form 140 -089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self - insurance through an irrevocable Letter of Credit from a qualified financial institution. Self - insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. THIS EXHIBIT H IS NOT APPLICABLE Agreement Number: AG 16- t 3 5 WSDOT Form 140 -089 EF Exhibit H Page 1 of 1 Revised 10/30/2014 Exhibit 1 Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: AG 16- b 5" WSDOT Form 140 -089 EF Exhibit l Page 1 of 2 Revised 10/30/2014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: AG 16- 0 16- WSDOT Form 140 -089 EF Exhibit 1 Page 2 of 2 Revised 10/30/2014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number; AG 16- D 3 5 WSDOT Form 140 -089 EF Exhibit J Page 1 of 2 Revised 10/30/2014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and /or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: AG 16- 6 a WSDOT Form 140 -089 EF Exhibit J Page 2 of 2 Revised 10/30/2014