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AG 13-003RETURN TO: Mary J EXT: 2702 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBL[C WORKS / TRAFF[C 2. ORIGINATING STAFF PERSON: SARADY LONG ExT: 2743 3. DATE REQ. BY: 4. TYPE OF DOCUMENT �CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR L[MITED PUBLIC WORKS CONTRACT O PROFESS[ONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERV[CES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.C,. BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION X CONTRACTAMENDMENT�AG#�:_13-003 ❑ INTERLOCAL ❑ OTHER SUPPL NO.1 5. P1to.rEC'r NA1viE:SR 99 — S. 320T" STREET TO S. 330T" STREET SAFETY IMPROVEMENT PROJECT DESIGN SERVICES 6. NAME OF CONTRACTOR:KPG PS ADDRESS: 753 9T" AVENUE NORTH, SEATTLE 98109 TELEPHONE:2Of).2H6-1640 E-MAt[,: Fa�c: S[GNATURE NAME: NELSON DAVIS T[TLE: PRINCIPAL 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 #O6-101O42 BL, EXP. li/31/13 usi #601248468 , EXP. _5 /31 / 14_ 8. TERM: COMMENCEMENTDATE: COMPLETIONDATE:7/31/13 9. TOTAL COMPENSATION: $_33,059.55 (INCLUDE EXPENSES AND SALES TAX, IF ANY� ([F CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPCAYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO [F YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO [F YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 30�4400-18�r595-64-650 10. DOC MENT / CONTRACT REVIEW � PROJECT MANAGER ❑ DN[SION MANAGER �DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE� e LAW DEPT INITIAL / DATE REVIEWED �� ! 3 c. �S I � � � .�� _ � PAID BY: ❑ CONTRACTOR ❑ CITY INTTIAL / DATE APPROVED 11. COUNCILAPPROVAL ([F APPLICABLE� COMMITTEE APPROVAL DATE: COUNCILAPPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING /�. �(, ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �'( � I?� DATE REC'D: � I v"f ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, L[CENSES, EXHIBITS �LAw Derr �I2� J� SIGNATORY (MAYOR OR DIRECTOR� � CI�r CLEtuc ❑ Ass��rrED AG # �S[GNED COPY RETURNED �G RETURN ONE ORIGINAL COMMENTS �� F VR!'I ITF �� %�� nR Il:iN A( C- A AiiFAIiITAI/: TFATA (1 L / DATE SIGNED ..�'. AG# ^ DATE SENT: %• 3' I� 11 /9 SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR SR 99 — S. 320th STREET TO S. 330th STREET SAFETY IMPROVEMENT PROJECT DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG PS effective the 2"d day of January 2013, identified as Agreement No. 13-003. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 1". The changes to the Agreement are described as follows: Section IV, Completion, shall be amended to extend the completion date to July 31, 2013. Signed this a'� day of �w�� , 2013. KPG PS . ,�/� I � 8,,: Nelson avis, Principal Its: Principal 753 9th Avenue South Seattle, WA 98109 (206) 286-1640 J:ACONT'R�1CT\2013\13-003 Supplement 1- �1G#13-003.doc CITY OF FEDERAL WAY c-- By: ,/�-] Skip Pries Its: Mayor 33325 8�' Ave S Federal Way, WA 98003 (253) 835-2401 APPROVED AS TO FORM: /� / � Patricia A. Richardson, City Attorney RETURN TO: � EXT: ''Z °'1 U'Z-- CITY �F FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / �('aE}F-"�- 2. ORIGINATING STAFF PERSON: J�k �� ��J KJ f+` �� r i� Z ExT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) '�'PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMEND1M�-ENT (AG#): ❑ INTERLOCAL �OTHER ���w,I rtMthC� S�.wt�a�R� �nc:s��u.ti% ��i��tw�.t-vi,T — 5. PROJECT ~ S� Z�� S�^rY�.t' tv S��� e�" (). NAME OF CONTRACTOR: K i�" S ADDRESS: 7S� 3 l� � � 6 � l.i�.'� `7g 0�I T�LEPHONE: t�d ZB/ -� /� �/ E-MAIL: Inels,��. ��a�c, , Gd h+ FAX: SIGNATURE NAME: Na lc w.n �iln � i� TITLE: .�r.��: �z�c I %. EXH[BITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSiJRANCE REQUIREMENTS/CERTIFICATE �ALL OTHER REFERENCED E 1BIT � PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENS S❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE �Q t�- I���� BL, EXP. 12/31/�,y% UBI #�Q.�7� 2-���� g , EXP. �/�� /� �� TERM: COMMENCEMENT DATE: v�a�^ Yke- �-� Fr�'�' COMPLETION DATE: d�� 3�� ��3 TOTAL COMPENSATION: $_ _�i �� �%S `�/ i S S� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES a NO IF YES, MAXIMUM DOLLAR AMOLTNT: $ 7, Z7 Z� 2[ 7 IS SALES TAX OWED: ❑ YES O NO [F YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: � �i� " � �'%C.TC� ' I � �0 '� � 1 l ^ � � '' � � lO. DOCUMENT / CONTRACT REVIEW Q. PROJECT MANAGER � DIVISION MANAGER C RnK� � DEPUTY DIRECTOR �i DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) � LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED S N�l I /S�_� / Z L8 Z �i- z.%" �� COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING I� �jl) Z � SENT TO VENDOR/CONTRACTOR DATE SENT: � ATI'ACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAW DEPT I��DIj�- SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG # � SIGNED COPY RETURNED �RETURN ONE ORIGINAL INI L / DATE SIGNED �� ,� Q ''1- � AG# — DATE SENT: I ' Z' � ��,_ INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: !� � � 11/ Local Agency Consultant/Address/Telephone KPG PS Standard Consultant 753 9th Avenue North Agreement Seattle, WA 98109 � Architectural/Engineering Agreement ❑ Personal Services Agreement A reement Number (206)286-1640 Project Title And Work Description Federal Aid Number SR 99 - S 320th Street to S 330th Street Safety Improvement Project Design Services Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ � Cost Plus Fixed Fee Overhead Progress Payment Rate % Overhead Cost Method DBE Participation ❑ Actual Cost ❑ Yes � No % Federal ID Number or Social Security Number ❑ Actual Cost Not To Exceed % � Fixed Overhead Rate 145.78 % Do you require a 1099 for IRS? Completion Date Fixed Fee $ 2,805.25 ❑ Yes � No June 30, 2013 ❑ Specific Rates Of Pay Tota1 Amount Authorized $ 33,059.95 ❑ Negotiated Hourly Rate Management Reserve Fund $ ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Maximum Amount Payable $ 33,059.95 Index of Exhibits (Check all that apply): ❑ Exhibit A-1 Scope of Work ❑ Exhibit A-2 Task Order Agreement ❑ Exhibit B-1 DBE Utilization Certification ❑ Exhibit C Electronic Exchange of Data ❑ Exhibit D-1 Payment - Lump Sum ❑ Exhibit D-2 Payment - Cost Plus ❑ Exhibit D-3 Payment - Hourly Rate ❑ Exhibit D-4 Payment - Provisional ❑ Elchibit E-1 Fee - Lump/Fixed/LJnit ❑ Exhibit E-2 Fee - Specific Rates ❑ Exhibit F Overhead Cost ❑ Exhibit G Subcontracted Work ❑ Exhibit G-1 Subconsultant Fee ❑ Exhibit G-2 Fee-Sub Specific Rates ❑ E�ibit G-3 Sub Overhead Cost ❑ E�ibit H Title VI Assurances ❑ Eachibit I Payment Upon Termination of Agreement ❑ Exhibit J Alleged Consultant Design Error Procedures ❑ Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ❑ Exhibit M-la Consultant Certification ❑ Elchibit M-lb Agency Official Certification ❑ Exhibit M-2 Certification - Primary ❑ Exhibit M-3 Lobbying Certification ❑ Exhibit M-4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this Z�� day of J� a„� , Z, a I� , between the Local Agency of City of Federal Way , Washington, here after called the "AGENCY" and the above organization hereinafter called the "CONSULTANT". DOT Form 140-089 EF Page 1 of 8 Revised 3/2008 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to fixrnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and perfonnance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I Generai Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall fizmish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. 11 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTAN'f shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, 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 CONSiJLTANT 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 work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE fircns are utilized, the amounts authorized to each fum and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTAN'I' is a DBE firm they must comply with the Commercial Useful Function (CLJF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. 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." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepazed by the CONSULTANT prior to completion or termination of this AGREEMENT are inshuments of service for this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 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 under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANI', 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 or governmental actions or other conditions beyond the control of the CONSiILTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub-Contraating The AGENCY pernuts sub-contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub-consultant work shall be based on the cost factors shown on Elchibit "G." The work of the sub-consultant shall not exceed its ma�cimuxn amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V. All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission far sub-contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment 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 the AGREEMENT price or consideration or otherwise recover the fizll amount of such fee, commission, percentage, brokerage fee, gi8, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third pariy 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 the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Secrion 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 19'IS (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relarion to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSLJLTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payrnent 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 payrnent shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSLJLTANf'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a ternrination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the ternunation for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, temunation of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the 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 work 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 complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination 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 de novo 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", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMEN'I', the parties hereto agree that any such action shall be iniriated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agee that all questions shall be resolved by application of Washington law and that the parties to such acrion shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. T'he 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. Page 5 of 8 Xill Legai Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees hannless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT' S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The C4NSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the 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. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administrarion 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 the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall fumish the AGENCY with verification of insurance and endorsements required by the 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 the AGENCY. 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 shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payrnents under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclus'ive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMEN'T in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maxixnum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly: C. The CONSULTANT must submit any "request for equitable adjustmenY', 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 the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothixig in this clause shall excuse the CONSULTAN"I' from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administrarion and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. • XIX Execution and Acceptance This AGREEMENf may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations; warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 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. CONSULTANT: KPG, P.S. By ` Nelson Davis, Princi�al 735 9 Avenue North Seattle, WA 98109 AGENCY: CITY OF FEDERAL WAY By Skip Priest. Mayor 33325 8�' Avenue S Federal Way, WA 98003-6325 APPROVED AS TO FORM: .� _�. �r� Patricia A. Richardson, City Attorney DOT Form tao-o89 EF Pa e 8 of 8 Revised 3/2008 9 EXHIBIT A-1 City of Federal Way City Safety Design Services SR 99 - S 320th Street to S 330th Street KPG Scope of Work November, 2012 Purpose The purpose of the City Safety Design Services — SR 99 Project is to improve safety and efficiency at several of the signalized intersections along State Route 99 (Pacific Highway South). Proposed Improvements Proposed Improvements for City Safety Design Services — SR 99 Project include an installation of advanced overhead signage, flashing yellow arrow signal heads, optically programmed signal head, and reflective yellow backplates including all corresponding signal equipment upgrades at the following intersections: ♦ SR 99 at S 320th Street ♦ SR 99 at S 324th Street ♦ SR 99 at S 330�' Street City of Federa/ Way Page 1 of 8 KPG City Safety Design Services-SR 99 11/2/2012 :: Work Element 1 Project Management The estimated project duration is 3 months. No design work will proceed without written authorization from the City. No design work will proceed after the submittal of the 90% 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 Subconsultant 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 ♦ Subconsultant 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 5 coordination meetings throughout the duration of the project. Level of effort for this task is based on an average of 2 Consultant staff at each of the following meetings: ♦ One formal kickoff meeting at project start ♦ One formal kickoff meeting upon re-authorization to proceed following 90% approval. ♦ Monthly meetings at the City throughout the project duration (estimate 3). Work Element 2 Quality Control/Quality Assurance The Consultant shall provide internal 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 geotechnical investigation plan and report. 2.3 Provide senior review of 90% Plans, specifications and estimates. 2.4 Provide senior review of Final plans, specifications and estimates. Work Element 3 Aerial Mapping and Right of Way Tie-In All potentially conflicting facilities in the ROW will be placed on recent high quality aerial maps which will be set to coordinates. 3.1 Acquire high-quality aerials showing the area within the limits of the project. 3.2 Research Records. Determine which existing monuments should be field located and surveyed. Necessary monuments will be located, surveyed. City of Federal Way Page 2 of 8 KPG City Safety Design Services-SR 99 11/2/2012 K�c3 3.4 3.5 Bring surveyed monuments into the aerial base map. Locate utility paint marks. Acquire title reports for properties directly adjacent to proposed advanced overhead signage foundations for confirmatian. 3.6 Calculations for ROW lines. Using the research information and the survey work described above, calculate location of surveyed corners, roadway features and monuments. Calculate existing right of way and show on project base map. Work Element 4 Utility Mapping 4.1 Applied Professional Services (APS) and/or utility purveyors will mark all utility locations within the project corridor so that they can be surveyed in Work Element 3.4. 4.2 Request utility companies record drawings to be used to verify the location and type of utilities within the limits of potential conflict in this project. Utility depths will not be shown. Work Element 5 Geotechnical Report 5.1 Geotechnical Exploration Plan: The Consultant will prepare a geotechnical exploration plan that identifies the location and type (hollow-stem auger) of investigation to be performed at the exploration location. The exploration plan will include 1" = 40' plan views showing this location. A written description for the type of analysis to be performed will be prepared. The Subconsultant will obtain and review existing information, coordinate and plan access and restoration for test holes, and identify features that affect other geotechnical design work elements. No field investigation will proceed until the geotechnical exploration plan has been approved by the City. Assumptions ♦ The City will provide the Consultant with a base map in electronic PDF format that can be utilized for developing the exploration plan. The base map will show the locations of all known utilities. Deliverables ♦ An electronic copy (in PDF format) and finro bound copies of the geotechnical exploration plan. 5.2 Field Explorations and Laboratory Testing: The field exploration program will consist of a boring to characterize soil and groundwater conditions to support design of overhead signage pole foundations. Geotechnical laboratory testing will be completed on select soil samples recovered during the drilling program. Borings Complete one boring to depths of about 20 ft below existing grade to characterize subsurface soil and groundwater conditions for the proposed advance overhead signage pole foundation. The boring will be located near the proposed pole foundation City of Federal Way Page 3 of 8 KPG City Safety Design Services-SR 99 11/2/2012 5.3 at the following location: ♦ The westbound approach of S 324th Street at SR 99 The boring will be completed by a reputable drilling contractor under subcontract to The Subconsultant with a truck-mounted drill rig advancing hollow-stem augers. The Subconsultant will mark the boring locations in the field and arrange for underground utility location ("call before you dig") prior to drilling. Geotechnical Laboratory Testing Complete a limited geotechnical laboratory testing program consisting of natural moisture content determinations and grain size analyses (mechanical sieve only) on selected soil samples obtained from the auger borings to aid in classifying site soils and determining pertinent engineering properties of the soil. The Subconsultant has budgeted for one (1) moisture content determination and one (1) grain size anatysis. Assumptions ♦ All subcontractors, equipment subcontractors, laboratories, and other related subcontractor personnel will be selected, hired and paid by the Consultant. ♦ At the boring location, utilities are not present within the outside travel lane. ♦ Appropriate traffic control, consisting of waming signs, cones, and an arrow board trailer will be provided during the drilling of the borings. One flagger will be available to direct traffic. The Subconsultant will submit traffic control plans to the City for approval prior to commencing field explorations. ♦ For this project, the Subconsultant has budgeted for a total of 21'h ft of drilling. ♦ Soil sampling will be in accordance with ASTM D1586 (Standard Penetration Test procedure), ASTM D3550 (Ring-lined Barrel Sampling of Soil), and ASTM 1587 (Thin-Walled Tube Sampling of Soil). Soil samples will be collected at a 2'/z- or 5-ft intervals. ♦ Piezometers will not be installed in the boring. The groundwater level at the time of drilling (if encountered) will be recorded. ♦ Upon completion of drilling and sampling, the borehole will be abandoned in accordance with WAC 173-160. Soil cuttings from the boring will be placed in drums and disposed of by the drilling subcontractor. The area around the borehole will be restored to the condition prior to drilling. Where the boring penetrates pavement, the pavement will be patched with a minimum of 12 inches of quick setting concrete. ♦ The existing pavement consists of asphalt pavement concrete. Coring of Portland cement concrete pavement is not included in the budget. ♦ Field exploration will be performed during the daylight hours. ♦ Soil samples will be disposed of 30 days after the date of acceptance of the final report. Geotechnical Engineering Analyses The Subconsultant will City of Federa/ Way C�ty Safety Design Services-SR 99 develop geotechnical engineering conclusions and Page 4 of 8 KPG 11/2/2012 recommendations in accordance with WSDOT Standard Specifications for design and construction of the proposed improvements, including: ♦ Earthwork: mastarm pole foundation design analysis. 5.4 Geotechnical Reporting The results of our field explorations, engineering analyses, and geotechnical engineering conclusions and recommendations, will be summarized in a draft geotechnical technical memorandum for review by the Consultant and the City. The draft technical memorandum will be provided for review by the project team. Upon receipt of review comments, the Subconsultant will address the comments and submit a signed final geotechnical technical memorandum. Deliverables ♦ An electronic copy (in PDF format) and two bound copies of the Draft Geotechnical Technical Memorandum. ♦ An electronic copy (in PDF format) and two bound and one unbound copies of the Final Geotechnical Technical Memorandum. Work Element 6 Preliminary Layout and Estimate Prepare 30% plans and cost opinions for the project for an informal review submittal. 6.1 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 altematives. Design criteria will be per the WSDOT Project Design Guidelines format. Prepare photo log of existing conditions. 6.2 Review traffic signal as-built information provided by the City. 6.3 Meet with King County signal technician staff in the field to verify existing signal equipment and available conduit space for necessary new conductor runs in the system. 6.4 Compile and prepare the preliminary plans and estimate of cost. Assumptions: ♦ City will provide traffic operations models for review. ♦ City will make any changes staff deems necessary to their model based on outcome of review. Deliverables: ♦ An electronic copy of the preliminary plans in Adobe PDF format. ♦ Preliminary estimate of cost in Excel format. City of Federal Way Page 5 of 8 KPG City.Safety Design Services-SR 99 11/2/2012 Work Element 7 Environmental 7.1 Environmental Classification Summary/Documented Categorical Exclusion. The Consultant will prepare a Local Agency Environmental Classification Summary (ECS) with supporting documentation as required by WSDOT for projects that receive federal funding through WSDOT (Environmental Procedures Manual, Section 310.07). The ECS will include the recommended NEPA determination (assumed to be a Class II, Documented Categorical Exclusion). The Subconsultant will document this assumption following the WSDOT Local Agency Guidance (LAG) manual. The ECS will also include an effect determination Endangered Species Act (ESA) and Essential Fish determination of project impacts on cultural resources, � the following scope items). The ECS will also requi treatment and detention, which will be based on infc Element 7. for species listed under tlie Habitat (EFH) evaluation, a nd a Section 4(� analysis (see e a discussion of stormwater rmation provided under Work Assumptions: ♦ The City Safety Design Services — SR 99 Corridor project will be determined to be a Class II Documented Categorical Conclusion and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. Deliverables: ♦ An electronic and paper copy of the draft ECS in Adobe PDF. ♦ An electronic and six (6) paper copies of the final ECS in Adobe PDF. 7.2 ' Biological Evaluation (BA) and Essential Fish Habitat Evaluation (EFH). The Consultant will prepare a brief effect determination letter on species listed as threatened under the ESA (assumed to be "no effect" and completed on as part of the ECS) and an EFH evaluation. The Consultant will obtain updated species lists from the agencies web sites and also request site specific habitat information from the Washington State Department of Fish and Wildlife priority habitats and species database. Evaluation of specific project details such as construction techniques and equipment used, timing of construction, temporary sediment and erosion control measures, and best management practices will be based on information developed under Work Etement 7. Assumptions: ♦ The project will have no effect on listed species or their designated critical habitat and a detailed Biological Assessment will not be required. Deliverables: ♦ No deliverable; the results of the Section 4(f) investigation will be documented as part of the ECS (Work Element 7.1) 7.3 Cultural Resource Investigation. The Consultant will conduct the required National Historic Preservation Act Section 106 Cultural Resources Survey. Work would consist of the following tasks necessary to comply with Section 106: ♦.Conduct a background search to identify known cultural resources within the project area of potential effect (APE) defined by the City of Federal Way and assess the City of Federal Way Page 6 of 8 KPG City Safety Design Services-SR 99 11/2/2012 potential for the APE to contain cultural resources ♦ Conduct a pedestrian field reconnaissance with WSDOT to complete the assessment of the potential for the APE to contain cultural resources Assumptions: ♦ The Consultant will assist the City of Federal Way with APE definition. ♦ No historic properties within the APE. ♦ The project qualifies as exempt under WSDOT's programmatic Agreement ♦ No human burials or archaeological sites will be encountered. Deliverables: ♦ No deliverable; the results of the Section 106 investigation will be documented as part of the ECS (Work Element 7.1) � 7.4 Section Seven of the Endangered Species Act The Consultant will investigate potential effects of the project on Section Seven of the Endangered Species Act. The contractor will examine project footprint plans and conduct a site visit. Assumptions: ♦ No effects on Section Seven of the Endangered Species Act will be identified and a no effect determination will be made. Deliverables: ♦ No deliverable; the results of the Section Seven investigation will be documented as part of the ECS (Work Element 7.1) 7.5 SEPA Checklist: SEPA is not required or included in this scope of work. Assumptions: ♦ The project will not require ROW acquisition. Work Element 8 Community and Agency Coordination 8.1 Provide meeting minutes and action items from City arranged project meeting with cooperating agencies. (Assume 1 meeting) Work Element 9 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 90% plans and specifications shall be stamped 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. 9.1 Assemble title and index sheets that would include a vicinity map. City of Federal Way Page 7 of 8 KPG City Safety Design Services-SR 99 11/2/2012 9.2 9.3 9.4 9.5 ., Assemble a sheet for symbol and abbreviation legends, general notes Prepare one schematic map showing survey control monuments location and their coordinate values. Prepare a signing plan for the following intersection: ♦ SR 99 at S 324th Street Prepare plans and details for signal modifications at the following intersections: ♦ SR 99 at S 324th Street ♦ SR 99 at S 330th Street The intersection of SR 99 at S 320t" Street improvements will not need a plan sheet. Perform 90% and Final Document Design quantity take-offs and opinion of costs. 9.7 Prepare contract specifications for the 90% and Final Document submittals based on current WSDOT/APWA standards (English), applicable amendments to the current WSDOT/APWA standards and applicable LAG standards. Work Element 10 Plan Production 10.1 Assemble and submit plans and specifications for 90 percent, and Final Document levels of design. • One full size set of plans • 6 half-size sets of plans (11x17), including one unbound original • 6 copies of specifications, including one unbound original • 6 copies of the opinion of cost 10.2 Assemble and coordinate the printing of 50 sets of half-size contract plans, 50 sets of specifications for bidding and 6 full size sets of plans. Sheet List Title/index Legend, Abbreviations General Notes Survey Control Signage Signal Modifications Details (1 sheet) (1 sheet) (1 sheet) (1 sheet) (2 sheets) 1 sheets TOTAL = 7 sheets Work Element 11 Assistance During Bidding 11.1 Prepare addenda and respond to bidders questions relayed through the City. It is assumed that the Consultant will prepare one (1) addendum. City of Federal Way Page 8 of 8 City Safety Design Services-SR 99 KPG 11/2/2012 EXHIBIT "C" Electronic Exchange of Engineering and Other Data Electronic Deliverables include digital photos (jpg), scanned or electronic documents (pdf, doc, xls, etc.), Contractor baseline and progress schedules (if provided by the Contractor in mpp). Data is to be transferred by e-mail, CD, or FTP site(s). Agency OS is Windows 7 Enterprise, Agency e-mail software is Microsoft Outlook 2010, Software Suite is MS Office 2010. Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payrnent shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work." The CONSiJLTANT shall conform to all applicable portions of 48 CFR Part 31. 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, overhead, direct non-salary costs, and fixed fee. 1. Direct Salary Costs: The Direct Salary Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they aze 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. Overhead Costs: Overhead 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 payxnents shall be made at the rate shown in the heading of this AGREEMENT under "Overhead Progress Payment Rate." Total overhead payment shall be based on the method shown in the heading of the AGREEMENT. The two options are explained as follows: Fixed Rate: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT. b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead eosts 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 CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub-consultants) will submit to the AGENCY within six (6) months after the end of each frm's fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payrnents during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. DOT Form 140-089 EF F�chibit D-2 Revised 6/08 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 overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY, STATE 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 overhead rate, if they so desire. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub- consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205-46 "Travel Cost b. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable wh the PROJECT. The CONSLTLTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee, which could be authorized from the Management Reserve Fund. 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: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSLTLTANT for additional work beyond that already deimed in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, `Bxtra 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 Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTAN'f may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and 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 Salary, Direct Non-Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payxnent of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payrnent 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 Payrnent 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 fmal payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayrnent. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the iinal POST AUDIT to begin the appeal process to the AGENCY for audit iindings. D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of iinal payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. FEE SUMMARY �ency: Project: Date: EXHIBIT E - 1 KPG • .4rchitecture • Landecape Aeohitecture • Civil Engineering • City of Federal Way City Safety Design Services - SR 99 11/2/2012 script on stima � ee _ Work Element 1- Project Management Work Element 2- Quality Control/Qualiry Assurance Work Element 3- Aerial Mapping and Right of Way Tie-In Work Element 4- Utiliry Mapping Work Element 5- Geotechnical Report Work Element 6- Preliminary Layout and Estimate Work Element 7 - Environmental Work Element 8- Community and Agency Coordination Work Element 9- Final Design Work Element 10 - Plan Production Work Etement 11 - Assistance During Bidding $3,340.28 $2,065.37 $3,076.44 $946.15 $3,789.10 $5,326.17 $3,125.68 $726.74 $7,724.94 $1,887.07 $1,052.02 ota atimated ee ; City of Federa/ Way Page 1 of 1 KPG City Safety Design Services HOUR AND FEE ESTIMATE Agency: City of Federal Way Project: City Safety Design Services - SR 99 Date: 11/2I2012 EXHIBIT E - 1 KPGr • Arohitocturo ♦ L.�ndscnpo Architocturc ♦ Civil Engio�xring ♦ �.aw� nvu� caw�ww Senior Project Proj Engr Design engr Survey Task Qescriptlon Engineer Manager Proj. Surveyor Surveyor crew Techniclan Clerical Direct Ove►head Profit Effective multiplier $ 68.15 $ 44.71 a 42.91 $ 36.35 $ 48.87 S 28.85 S 22•71 Hours Labw Cost 145.7896 30% 2.7578 Work Element 1- Pro ect Mana ement 1.1 Pro' ct mana_ement administrative services 1 4 ' 0 ' 0 0 0 4 � 9 338 _ 492 � 101 $ 931.67 _ __ _ _ ', --- --- _ - ---- - 12 Ov all Pro'ec mana ement 1 ' 8 0 ' 0 0 0 2 11 471' 687! 141 $ 1 299.61 - - 1 9 _. _ � __ __ � -- 1.3 Ciry staff coortlinaUon meetings (5) 3 3 0 0 0 0 2 8 384 560 115 $ 1,059.00 ..__- _ __ __ - - - -- � ----- -- --- . _ _ _- _ _ _ -�---- � -_ +_ } _- Reimbursable ex enses - see breakdown for details ' $ 50.00 Task Totals ' 5 ' 15 0 0 0 ' 0 8 28 1,193 ' 1,739 358 3 3,340.28 Work Element 2- Quali ControUQuali Assurance 2.1 Field review of base maps for accuracy ' 1 I 1 1 0 0 1 � 0 4 185 � 269 55 $ 509.15 _ __-- _ ___ ' _ _ 2.2 Geotechnical review ' 1 0 ' 0 0 0 � 0 � 0 ' 1 681 ___ 99 20 $_ __ 187.94 - ----- 2.3 Review 90% plans, specs, and estimate F 2 � 2 0 0 0 , 0 0 � 4 � 226� 329 68 $ 622.49 Reimbursable ex enses - see breakdown for details + � } �' � � -� � - P - - - ------ � � !- 81 $--- 745.79 ° ! - - - $ 2.4 Review 100 /o lans, specs, and esUmate ___2_ _ _3_ _ 0 _ 0_ _ 0 0 0 5 _ 7!, Task Total 6 6 1 0 ' 0 ' 1 0 14 749 ' 1,092 225 3 2,065.37 Work Element 3- Aerial Ma in and Ri ht of Wa Tie-In 3.2 Research Records 0 ' 0 2 1 2 0 }�- 5 220y �$ 62.63 i I i i � - - --- 3.1 Acquire Aerials _ _ 0 0 0 0 0 0 1 i 1 _ 2 � i �-r i i I _�_ �„-- - �_ 32� 66 $ 606.47 3.3 Bring survey into aenal base map _ 0 0 2 1 2 0 0 � 5 220 321 66 $ 606.47 - , 3631 _ 75 $ _ 686.03 3.5 Acqui e t�Ue repoRs arks in aenal base map _, 0 0 0 1 2 ' 0 1 4 157'' 229� 47 $ 432.42 _ _ ____ _ _ _ __-- ___ 3.6 Calculations 0 ' 0� 0 1 ; 2 0 i 1 4 157 � 229 47 $_ _ 432.42 -_ _ _ _ --- --- _ - -- __ - �------ � --- --� -- ----- Reimbursable ex enses - see breakdown for details ' ' ' ' $ 250.00 Task Total ' 0 ' 0 6 5 10 1 3 25 ' 1,025 1,494 ' 307 S 3,076.44 Work Element 4- Utili Ma in _ _ - 125 i 26 $ 236.67 4.1 Coordinatefi�dutilp I�cates_ --- 0- �-�_ -'',-- 2 }_-- � -�--� �- � !--� 2 _--86� -+-- --- _ _ -- � 4.2 Request utilit com an as bwlts 0 2 0 1 0 0 1 4 148, 216�_ 45 $ 409.48 - _ - - -- - --- - - -- - - - Reimbursable ex enses - see breakdown for details $ 300.00 Task Total ' 0 2 2 7 0 0 1 6 234 342 70 S 946.15 Work Element 5- Geotechnical Re ort 5.1 Reconnaissance and exploration planning 0 0 1 � 0 0 0 1 2 66 96 20 $__ 180.97 -- - ----- _ - __ 5.2 Field Explorations and lab testing 0 0 0 � 0 0 � 0 0 0 0; 0 0$ - _ __ - -- -_ --- -- __ 5 3 Geotechnical engineerin9 analysis 0 0 0 � 0 0 0 0 0 0 i 0 0$__ - - - _ _ ---_ -- - 5.4 Geotechnical Report__ �_ 0 1 i 0 0 0 0 � 1 2 67 98 20 $ 185.93 __ - Reimbursabie ex enses - see breakdown for details ' $ 3,422.20 Task Total i 0 I, _ 1__ 1 0 0 0 2 4 133 794 40 S 3,789.10 Ciry of Federal Way Page 1 of 3 KPG City Safety Design Services HOUR AND FEE ESTIMATE Agensy: City of Federal Way Project: City Safety Design Services - SR 99 Date: 11/212012 Task DescripHon EXHIBIT E - 1 KP� • A�chi�octu'e • Lrndacape Architocture ♦ Civii Enginoering � ♦ �a� Senior Project Proj Engr Design engr Survey Engineer Manager Proj.3iaveyix Surveyor crew Technician Clericai Direct Overhead Profit $ 88.15 $ 44.71 $ 42.91 $ 36.35 $ 48.87 S 28.85 $ 22.71 Hours Labor Cost 145.78% 30% Work Element 6- Prelimina La out and Estimate 6.1 Compile and review existing data _ 0 1 1 0 ' 0 � 1 1 4 139; 203 6.2 Review signal as-built information provided by the City. 1 0 1 ' 0 ' 0 3 0 �__5 198�___ 288� - _ __ __ _ ---- --- �--- 6.4 _ Prepare preliminary plan a�d estimate of cost __~__ 0 �_ _ 1 + 0 � _ 0� � 10 � 1__ i 121 356tT_ 1 519� 6.3 Meet with King County Staff for field visits 0 4 12 0 0 17 0 _ 33 __1,184 Reimbursable ex nses - see breakdown for details Task Total ' 1 6 ' 14 0 0 37 2 54 1,877 ' 2,736 ' S Work Element 7 - Environmental 7.1 Prepare ECS 0 1 1 0 0 i 1 0 3! _ 116 170 _ _ _ _ _ - _ ---- - - -- -- ' __ _� 7.2 Prepare BE/ECS No effects letter ' 0 1 ' 1 0 ' 0 0 0 ____2 __ 88y _ 1281 , i EPA klist - - - � 0 � O i~ O � O �_� O I� 0 O _ O 170� 7.3 Section 106 documentation _ 0 1 1 0 0 1 0 � 116' 7.4__ Secbon Seven evaluation 0 1 1 0 0 0 0 � 2 88' 128� _ _- - _ r �_ Y O Reimbursable ex enses - see breakdow� for details F I 7. 5 P r e p a re S_ C h e c _ _ �__ _ 1 Task Total 0 ' 4 ' 4 ' 0 0 ' 2 0 10 ' 408 ' S95 1 Work Element 8- Communi and enc Coordination Reimbursable ex enses - s e breakdown for details T � � ~ -� �-� _-� � 8.1 A enc Coordination meetin and minutes 1 mt 1 _2 __ 0 0_ 0_ _ _ 1 ___ 1 _ 5, _ 2 9_ _____ .. _ __ ._ _- Task Total ' 7 2 0 0 0 1 1 5 i 209 ', 305 I Work Element 9- Final Design 9.1 TiUe/Index Sheets __ _ _ - - -- - . 9.2 Notes/Legends/Abbreviations sheet 9.3 Survey contro� plans _ -_ .. 9.4 Signa�e plans _ - -- 9.5 Si�nal Mod'rfication plans and details -- 9.6 Perform 90% and Final Estimate of Cost _ _ - -- --___ 9.7 Prepare contract spec�cations for 90�o and Final _ _ - _._ _. __- -- Reimbursable expenses - see breakdown for dek _ Task Total _ _ 0 1 0 0 0 1 0 2 74, 107; 0 ' 1 ' 0 0 0 1 0 2 74 107 0 1 1 2 0 1 0 5 189 ! 276� -- --�-- - - +---- 0 1 1 ' 0 0 5 0 ' 7 232, 338! ' --- .._ ----�----- 0 2 !� 1 F 1 � 0 � 20 0 � 24 __ 746 .: -_ 1,087 _ -- 1 1 � 1 2 0 T 2 i 0 �_7 286' 417 1 2 11 4 0 11 I 0 29 1,092' 1,592; ----�--- , - - 2 8 ' 15 9 0 ' 41 0 � 76 i 2,692 ; 3,925 i 8 e multiplier 2.7578 59 $ 544.97 355 $ 3,265.81 107 $ 981.56 $ 150.00 63 E 5,326.17 35 $ 321.20 - _ 26 $ 241.64 35 $ 321.20 26 $ 241.64 0 $_ _ _ - $ 2,000.00 22 S 3,125.68 63 $ 576.74 - ____ __ $ 150.00 63 E 726.74 22 $ 202.86 - - -- 22 $ _ _ 202.86 57 $ _ 521.69 - 70 $ 639.45 224 $ 2 056.44 � 86 $---- 789.20 � 328 $ _ _ 3,012.43 $ 300.00 08 S 7.724.94 City of Federal Way Page 2 of 3 KPG City Safety Design Services HOUR AND FEE ESTIMATE Agency: City of Federal Way Project: City Safety Design Services - SR 99 Date: 11/212012 Task DescrlpNon EXHIBIT E - 1 Senior Project Proj Engr Design engr Survey Engineer Manager Proj. Suveyor Surveyor crew Technician (�erical Direct Overhead S 68.15 $ 44.71 $ 42.91 $ 36.35 $ 48.87 $ 28.85 $ 22.71 tiours tabor Cost 145.78% KpG • Aevhitec[uro ♦ [.�adacnpo Architocwro ♦ CivI1 Engineoring ♦ Profit Effective multiplier 30% 2.7578 Work Element 70 - Plan Production 10.1 Assemble submittals for 90%, Final PSE ' 0 1 0 � 2 0 2 4 9 266: 388 80 $___ 733.44 _ _- __ _ _ __ - - �t--- . i �-- ---�-- _-- --- - -- i - - -- -- -- -�-- - -- - --. - - -- Reimbursabte ex enses - see breakdown for deta9s 293 60 $ 553.63 10.2 Assemble Bid Documents and rovide fmal rin�n 0 1 0 1 0 1 4 7 201 �__ __ __ _ $ 600.00 Task Total 0 2 0 3 I 0 3 8 16 467 680 140 S 1,887.07 Work Element 11 - Assistance Durin Biddin P - - - - ----------- -� -- ----� -- - -�--- f --- --� 109 $____ 1,002.02 - -- _ P� Q --- - 11.1 Pre are Addenda and res nd to uestions 0 2 2 2 0 4 0 10 363, 5 Reimbursable ex enses - see breakdown for details $ 50.00 Task Total ' 0 2 2 ' 2 0 4 0 10 363 ! 530 109 E 1,052.02 TOTAL HOURS AND TOTAL ESTIMATED FEE 18 49 45 10 25 93 .84 1363 .65 05.25 33059.95 City of Federal Way Page 3 of 3 KPG Ciry Safety Design Services EXHIBIT E -1 HOUR AND FEE ESTIMATE Agency: City of Federal Way Project: City Safety Design Services - SR 99 Date 11/2/2012 Reimbursable Breakdown KPG ♦ .Archiseccure ♦ Landecape Architecture ♦ Civil Engineering ♦ Work Element 1- Project Management _. _ __ __ -- - _ _ __ _ Mileage _ _ .. . .__ $ - . . _ _._ _._ _ _ .. --- _ Reproduction $ 50.00 Task 1- Total S 50.00 Work Element 2- Quality Control/Quality Assurance __ __ - -- Mileage - ._ $ ' _ __ _ _ . ... _ __ _ _ _. Reproduction $ Task 2 - Total 3 - Work Element 3- Aerial Mapping and Right of Way Tie-In _ _ _ _ _ _ Mileage . . $ .. _ 50.00 _ __ _ _ . __ Aerial Purchase $ 200.00 _ __ _ _ __ __. . __ ___ _ __ ___ __. _ _. $ - Task 3- Total S 250.00 Work Element 4- Utility Mapping ___ _ _ . . __ _ _ _ __ __ _ .__ _ _ _... _ _ Mileage _ $ _ ----- __ __ _ _ _ _- _ _ _ _ _ _ __ .__ Reproduction _ _ _ $ ___ ' __ _ __ _ -_ _ _ --- -- -__ .. Utility locate allowance $ 300.00 Task 4- Total a 300.00 Work Element 5- Geotechnical Report City of Federal Way Page 1 of 3 KPG City Safety Design Services EXHIBIT E -1 HOUR AND FEE ESTIMATE Agency: City of Federal Way Project: City Safety Design Services - SR 99 Date 11/2/2012 KFG ♦ .a,nct►iceccure ♦ Landscapa Architecture ♦ Civil Engineering ♦ Reimbursable Breakdown Mileage . $__ - __ _ . _ _ _ _.. - -- -- - - _ Reproduction .. - _ _ $ - _ _ . ._ . __ _ _ .. Subconsultant - Landau $ 3,422.20 Task 5- Total S 3,422.20 Work Element 6- Preliminary Layout and Estimate _ . _. _ _ . _ _ _ ____ _ _ Mileage $ 50.00 . ._ _ _ ._ __ __ . _ __ _ _ . _ Reproduction $ 100.00 Task 6- Total E 150.00 Work Element 7 - Environmental _ __ _ _ _ _ . _ _ _--_ _ _ _ __ __ . __ Mileage $ - .. . ._ _ _-- __ _ _ _ .. _ . _ _ _ __ Reproduction $ - _ __ _ _-- __--- _ _______ __ ___ __- --- Widener and Associates - NEPA documentation $ 2,000.00 Task 7- Total S 2,000.00 Work Element 8- Community and Agency Coordination . _ _ _ _ . ._ _ ___ _ Mileage $ 50.00 _ . _ __ _ -- _ _ _ _ _ _ - --- ___ _ - -- _—_ _ ----_ ___ _. Reproduction $ 100.00 ' Task 8- Total S 150.00 City of Federal Way Page 2 of 3 KPG City Safety Design Services HOUR AND FEE ESTIMATE Agency: City of Federal Way Project: City Safety Design Services - SR 99 Date 11/2/2012 Reimbursable Breakdown Work Element 9- Final Design __ _ Mileage . _ Reproduction EXHIBIT E -1 KPG • .Arcnitecture � ♦ I.andscape Archit�ture ♦ Civil Engineering ♦ _ _ $ 150.00 . ---_ $ 150.00 _ . __ _ _ Task 9- Total S 300.00 Work Element 10 - Plan Production Mileage $ - __ _ _ _ .._ __ . ._ _ __ _-- _ __ _ Reproduction $ 600.00 Task 10 - Total S 600.00 Work Element 71 - Assistance During Bidding _ _ _ _ __ -- - _ ___ ___ _ _ _ ____ ---_ _ _ _. _. . _ Mileage _ . __ $ - . _ _ _ _. _ _ _ _ _ _ _ _ ___ . _ . _ Reproduction $ 50.00 _ __ Task 11 - Total S 50.00 Reimbursable Subtotal Administrative fees on reimbursables (0%) TOTAL REIMBURSABLES $ 7,272.20 $ - a �,z�2.2o City of Federa/ Way Page 3 of 3 KPG City Safety Design Services �� � � �xi� ; � ; �- F � �Washington Sta#e Department of Transportation Paula J. Hammond, P.E. Secretary of Transportation August 10, 2012 Susan Rowe KPG, Inc. 753 9`" Ave N Seattle WA, 98109 Re: KPG, Inc. Overhead Schedule Fiscal Year End December 31, 2011 Dear Ms. Rowe: Transportation Buiiding 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 We have completed a desk review of your overhead schedule for the above referenced fiscal year. Our review included the documentation provided by KPG, Inc. The reviewed data included, but was not limited to; the schedule of the indirect cost rate, a description of the company, basis of accounting and description of KPG, Inc. accounting system and the basis of indirect costs. Based on our work, we are issuing this letter of review establishing KPG, Inc. overhead rate for the fiscal year ending December 31, 2011 at 145.78% (rate includes Facilities Cost of Capital) of direct labor. Costs billed to actual agreements will still be subject to audit of actual costs. Please check with the WSDOT Consultant Services Office (HQ) and(or the WSDOT Area Consultant Liaison to determine when this reviewed rate will be applicable to your `►�JSDOT agreement;s}. Also, remember that when you provide next year's overhead schedule to our office, you will also need to submit either your internally prepared Compensation Analysis for our review, or use the National Compensation Matrix (NCM) format to prepare your alternate analysis and we will review that. The NCM is a tool that establishes compensation amounts presumed reasonable for certain executive positions. The Compensation Analysis and NCM are described further in the AASHTO Audit Guide, Chapter 7. We will need your Compensation Analysis, or alternative analysis based on use of the NCM, in order to complete our review of your overhead schedule. Ms. Rowe August 10, 2012 Page 2 If you, or any representatives of KPG, Inc. have any questions, please contact Martha Roach, Jeri Sivertson, or Steve McKerney at (360)705-7003. Sincerely, -y�Q�c;�.. Martha S. Roach Agreement Compliance Audit Manager MR:ds Enclosures cc: Steve McKerney, Director of Internal Audit Jeri Sivertson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File KPG, Inc. 2011 Overhead Schedule For FY Ending December 31st, 2011 Financial Statement Accepted Description Amount KPG Adj. WSDOT Adj. Ref. Amount % Direct Labor Fringe Benefits: Vacation, Sick, & Holiday Payroll Taxes Health Insurance Workers' Comp. Insurance Holiday Bonus Profit Sharing (401-k) Total Fringe Benefits General Overhead: Ind'uect Labor Bid & Proposal Labor Accounting & Legal Automobile Bank Charge Donations Conferences Organizations Publications Employee Services Interest Licenses Meals IT - Computer IT - Telephone IT - Training Office Supplies Payroll Services Postage & Delivery Printing Recruiting Costs Rent Repairs & Maintenance Shareholder Buyout Survey Taxes & Insurance Travel Utilities Depreciation Total General Overhead Total Overhead Costs Overhead Rate (Less FCC) $2,817,914 $3,600 Q $2,821,514 100.00% $556,434 252,650 131,345 466,347 19,953 6,100 (6,100) 73,279 $1,374,762 $0 $125,245 $1,155,440 ($5,139) ($140,386) 318,208 31,829 (12,475) 8,400 90,792 (29,081) (28,118) 6 2,350 (2,350) 16,493 (2,680) 22,259 (78) 5,027 52,297 (52,297) 6,365 (6,365) 7,804 42,499 (42,499) 121,894 101,895 (1,055) 15,738 15,986 52,745 6,653 3,274 4,002 311 547,488 (270,210) (32,006) 60,173 94,086 (18,650) (75,436) 46,150 405,108 (20,968) 8,396 (8,396) 36,211 146,622 (88,959) $3,402,361 ($508,904) ($304,105) $4,777,123 ($508,904) ($178,860) 169.53% 151.47% Page 1 Q M A,N F, T B, O J D,J,L E P G H D,Q K, R G,S C H I $556,434 19.72% 383,995 13.61% 466,347 16.53% 19,953 0.71% 0 0.00% 73,279 2.60% $1,500,007 53.16% $1,009,915 35.79% 318,208 11.28% 27,754 0.98% 33,593 1.19% 6 0.00% 0 0.00% 13,813 0.49% 22,181 0.79% 5,027 0.18% (0) 0.00% 0 0.00% 7,804 0.28% 0 0.00% 121,894 432% 116,577 4.13% 15,986 0.57% 52,745 1.87% 6,653 0.24% 3,274 O.12% 4,002 0.14% 311 0.01% 245,272 8.69% 60,173 2.13% 0 0.00% 46,150 1.64% 384, l40 13.61% (0) 0.00% 36,211 1.28% 57,663 2.04°/a $2,589,352 91.7�% $4,089,� 59 144.93% 144.93% KPG, Inc. 2011 Overhead Schedule For FY Ending December 31st, 2011 Financial Statement Accepted Description Amount I�G Adj. WSDOT Adj. Ref. Amount % Facilities Cost of Capital $23,756 0.84% $4,113,115 Overhead Rate (Includes FCC7 KPG Corp - Reviewed & Accepted 8/10/2012, MJP "Overhead Rate still subject to WSDOT Audit" References 145.78% KPG Adjustments: A1 Overtime premium unallowable $486 per 48 CFR 22.103-1, 22.103-4(g) A2 Severance pay unallowable $4,653 B Mixed use auto allowances ? 1/2 of $58,161 per 48 CFR 31.205-6 (m) (2) and 31.205-46 (d) C Key person life insurance unailowable $20,968 per 48 CFR 31.205-19(e)(2)(v). D1 Advertising unallowable (1/2 page ad) $225 per CFR 31.205-1 D2 Advertising unallowable (yeilow pages) $1,055 per CFR 31.205-1 E Lobbying unallowable $78 per CFR 31.205-22 F Taac prepazation fees unallowable $12,475.per 48 CFR 31.205-41 (b) (1), 31.201-6 (a), S-Corp G1 Interest unallowable $6,365 per 48 CFR 31.205-20. G2 Interest unallowable $18,650 per 48 CFR 31.205-20. H1 Inadequate supporting documentation unallowable (meals) $42,499 • H2 Inadequate supporting documentation unallowable (travel) $8,396 I Accelerated depreciation unallowable $88,959 Jl Donations Unallowable $2,350 J2 Donations Unallowable $560 K Common Control Rent adjustment $270,210 L Entertainment unallowabie (gol� $1,895 WSDOT Adjustments: M Bonus is not performance based all employees revived $100 Holiday gift, 48 CFR 31.205-6 (fj, AASHTO Chp 7.12 N Two Employee's received $50,000 each of unallowable distributions, payment for Gym, $2,609 is unallowable 48 CFR 31.205-13 (c), medical payment already in fringe benefits $38,263,WSDOT overhead policy expired with OH's for 2009 (see ref A 1) $486 now allowable. O Personal use of Auto's unallowable removed 63% of all Auto accounts, per mileage log provided by firm, 48 CFR 31.205-46 (d) P Entertainment, Gifts, Dinners and Gym membership is unallowable 48 CFR 31.205-13 (b), 31.205-14, Q Improper calculation, 6rm missed $15,738 indirect expense and $3,600 of direct labor, taxes in addition to FICA not expensed in the amount of $131,345 R$32,006 of sub-leased rent received, 48 CFR 31.201-5 S Organi2arion cost of shareholder buyout is unallowable 48 CFR 31.205-6 (i) & 31.205-2'] T WSDOT Overhead policy expired with 2009 Overhead, see Ref F, $8,400 tax Prep fee's allowable, $4,075 of S-Corp personal tax Prep still unallowable Page 2 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: -� �� :a�•r .��. .�� _ � � •�u-� . �-ia .�� _��� - DOT Form 140-089 EF F,chibit G Revised 6/05 TABLE 1 BUDGET BREAKDOWN Ezhibit G1/G2 Landau Associates 11/8/2012 K:\TRAFFIC1ProjectsGSafety ImprovemeMS - SR 89�Design\ContractU_andau 320th and 99 G1G2 FedWay_revl Landau AssoCiates Exhibit G1/G2 Landau Md Assoicates Laboratory Testfig Moistures 1 $ 18.00 $ 18.00 Combined Malses 0 $ 180.00 $ - � Sieve Tests 1$ 85.00 $ 85.00 $ 103 $ 105 Traflh Confrol Devk�es Delivery Fee 1$ 20.00 $ 20.00 Arrow Board Trailer 1. $ 125.00 $ 125.00 No Parking 0 $ 2.45 $ - Signs 8 Stand (2 Sets of Three Signs) 3$ 31.50 $ 94.50 Cones 20 $ 2.80 $ 58.00 $ 298 $ 300 Treflk Control Porsonal Flaggers 4 30 120 120 120 Outside Lab testing CBR 0 $ 600.00 $ - CEC 0 $ 90.00 $ - nic Content 0 $ 40.00 $ Drilk Drilh rtsnam aupply coata) PROJENT MANAGER PROJECTIPROJECT NUMBER DATE 11/8/2012 TOTAL PRWECT FOOTAGE 22 MW ECOLOGV FEE (wells) MW ECOLOOV FEE (sail borirya) Traval Tme PER DIEM (2 man crew - atendard) PER DIEM (3 man crew) (e#re aupport) EMra Man Supporl MOBILIZATION ('fraek Drilb) CME-850 or D50 (hourly) 4 W heel �uedTrock SuDPOrt Cart MOBILIZATION (Truok Drills) HSA Drilling (cok) HSA Drilling (hartl) Mutl Rofery Dnllirq 6100' Mud Rotery DAlling 106200' Mud Rotary Drilling 200.300' MR Casing - Driving SGMby HOURLV WORK Pialon SM1dby Samplea EXTRA SAMPLES Casing Advar�cer Systan sn� e�� cnera� Third Men aupport (flat weta UucWceaing) Shc Drum �iapoeel PVC BLANK 3' (aeiamic ceaing) PVC SCREEN Y PVC BLANK 2' PVC SCREEN 1' PVC BLANK 1' END PLUO arM Lockirg Well Sea/ Jpluq SILICA SAND BENTONITE CHIPS Aaphelt Petch - EZ Sheet REDI MIX Quick or Canmt Jet Set BENTONITE Powdx BENTONITE �uick GROUT �D�Y »•H BARRELS for SoiUVJater MONUMENTS e" Traffic Raled MONUMENTS SUckup Deeon Trailer BOLLARDS Addi6onal Inawance S/FT EXCLUDINO TAXAND MARKUP NumMr Unk 0 Wdleet 1 Wdlaat 0 Houra el 0 Daya at 0 Daya al 0 Fburo al 0 Houro at 0 Day el . ... . . .0. . Feelet.. 22 Feel et 0 Feet at 0 Feet at 0 Feet at 0 Houm at 0 Fburo al i Haura et 0 Each at 2 Each at 0 Feel at 0 Eaeh et 0 Houro el 1 Each at 0 Feet at 0 Feet at 0 Feet al 0 Feet at 0 Feet et 0 Pluga et 0 Bege at 5 Begs at 0 Baga el 2 Beg9 0l 0 Ba9a el 0 Bags al 0 Bapa at 0 Drumaat 0 Topa al 0 Topa at 0 Houra et 0 Per at Eech el COST PER FOOT to.00 iAmouirt $65.00 azs.00 $80.00 $325.00 5490.00 850.00 so.00 5285.00 a++s.00 $500.00 57a.5o $18.00 518.75 525.00 528.76 $185.00 $150.00 a,es.00 E95.00 E25.00 y28.50 $350.00 $50. W s��o.00 E7.00 58.00 55.00 $3.50 57.80 E35.00 a+zeo $13.75 $25.00 $72.00 $30.00 815.15 $18.75 $42.50 5725.00 E200.00 E745.00 $80.00 Mr Unk Per well Per well Px hour Perday Pa dey Per hour Px hour ax dey Perfeal Px ket Px feet Px feet Perfeat Px hour Px hour Px ha�r h Par hour Per sempla Perfaet Px a.mpe Perhou Pereach Perfoot Px foot Per /oot Px faot Px faot Per plup Pa bap Px baq � �B Per beg Per baq Per be9 Per be9 Px berrN Per monumenl Per monument Pef hour Px bollard Each Tot�b 50.00 azs.00 S0. W EO. W 50.00 E0.00 so.00 50.00 so.00 $500.00 $0.00 E396.00 �.W E0. W S0. W E0.00 $0.00 5785.00 §0.00 E50.00 a0.00 $0.00 t0.00 a��a.ao E0. W S0. W $0.00 $0.00 $0.00 ao.ao $0.00 598.75 50.00 524.00 E0. W 50.00 E0.00 so.00 $0.00 $0.00 50.00 $0.00 suerorn� tt.aes.ao i71.7Q TA7( 0.0% f1,368J6 s�sa a�� sa,�d ae. 5500 Fupet 3ourM Mee nawsi � ro c�p we� �Xi�".rt�s T C�-3 VVastainglon State ����1"$6'9'1�11t O� �i'�91S�Or���B0�1 Patela J. i'1art9ri1ond, P.E. Secretary of Transportation September 27, 2011 Dennis Hobbs, Finance Director Landau Associates, Inc. 130 2"� Avenue South Edmonds, WA 98020-3512 Re: Landau Associates, Iiic. Overhead Schedule Fiscal Year End June 30, 2010 Dear Mr. Hobbs: Yransportation �uild'eng 310 Maple Park Avenue S.E. P.O. Box 47300 Olyrnpia, WA 98504-7300 360-705-7000 TTY: 1-800-833-6388 www.wsdot.wa.gov On September 27, 2011, as a WSDOT representative, Sarah Erdmann, Audit Specialist, cornpleted a desk review of your proposed FYE June 30, 2010, Overhead Schedule. Sarah also reviewed the documentation provided by Landau Associates, Inc. during this review process. The reviewed data included, but was nat li�nited ta; the schedule of tl�e indirect cost rate, a description of the company, basis of accaunting and description of Landau Associates, Inc. accounting system arid the basis of indirect costs. Based on our wark, we are issuing this letter of review establishing Landau Associates, Inc. overhead rate for the fiscal year ending June 30, 2010, at 194.20% of direct labor. Costs billed to actual agreements will still be subject to audit of actual costs. Please check witli the WSDOT Consultant Services �ffice (HQ} ancUor the WSDOT Area Consultatit Liaison to detern7ine when this reviewed rate will be applicable to your WSDOT agreement(s). Please remember that when you provide next year's overhead schedule to our office, you will also need to submit your Compensation Analysis for review. This analysis must be in compliaiice with the steps listed in the AASHTO Audit Guide, Chapter 7. We will need your Co�npensation Arralysis in order to complete our review of your overhead schedule. Mr. Hobbs SeptemUer 27, 2011 Page 2 If you or any representatives of Landau Associates, Inc. have any questions, please contact Martha Roach, Jeri Sivertson, or Steve McKerney at (360) 705-7043. Sincerely, -y1������- Martha S. Roach Agreement Compliance Audit Manager MR:ds Enclosures cc: Steve McKen�ey, Director of Internal Audit Jeri Sivertson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File Landau Associates, Inc. Overhead Schedule For the Year Ended June 30, 2010 Financial Statement WSDOT Accepted Description Amount LAI Adj. AdJ• Ref. Amount % Direct Labor Fringe Ben.efits: Vacation/stck teave/holidays Payroll taxes Medical insurances Non-discretionary & severa�ice Discretionary distributions ESOP contribution Unallowable Fringe Total Fringe Benefits General Overhead: Overhead Labor Fie2d/Laboratory Health & Safety Mileage & Vehicle Travel & Lodging Office Supplies/Equipment Computer supplies/maint Pastage Telecommunications Tax & License Professional License & Dues Building Expense Insurance Depreciation Technical References Recruiting Education Cost Personnel Relations Professional Services Marketing Expenses Service Charges & Interest Donations Miscellaneous Expense Total General Overhead Total Overhead Costs Overhead Rate (Less FCC) $2,926,329 $14,119 $641,403 $513,587 ($45,468) $55G,163 $I22,777 ($13,500) $4G,727 ($46,727) $171,539 ($150,657') $2,052,197 ($105,695) ($150,657) A B C D T $2,583,297 ($547,625) ($14,119) B,S $60,583 ($60,583) E $17,905 $55,649 ($52,711) F $54,479 ($54,479) G $164,099 ($27,897) ($206) H,U,V,W $72,467 $14,664 $112,441 $211,899 $37,019 ($4,969) $689,088 ($80,080) $123,214 $343,796 ($98,641) $8,870 $18,182 ($I,371) $68,544 ($1,178) ($3Q) $38,775 ($38,775) $253,794 ($16,577') ($47,668) $166,482 ($166,482) $9,553 ($9,553) $7,622 ($7,622} $2,586 $5,115,007 ($1,088,463) ($142,103) $7,IG7,204 ($1,194,158) ($292,760) 244.92% 203.13% Page 1 I X,Y,Z 3 K L,Z M N,a O P Q $2,940,448 $64I,403 $468,1 i9 $556,163 $109,277 $0 $171,539 ($150,657) $1,795,845 $2,021,553 $0 $17,905 $2,938 $0 $135,996 $72,467 $14,664 $112,441 $211,899 $32,050 $609,008 $I23,214 $245,155 $8,870 $16,811 $67,336 $0 $189,549 $0 SO $0 $2,586 $3,884,441 $5,680,286 193.18% 100.00% 21.81% 15.92% 18.91% 3.72% 0.00% 5.83% -5.12% 61.07% 68.75% 0.00% 0.61 % 0.10°/a 4.00°/u 4.63% 2.46% 0.50% 3.82% 7.21 % 1.09% 20.71% 4.19% 8.34% 0.30% 0.57% 2.29% 0.00% 6.45% 0.00% 0.00% 0.00% 0.09% 132.10% 193.18% Landau Associates, Inc. Overhead Schedule For the Year Ended June 30, 2010 Financial Statement WSDOT Accepted Description Amoant LAI Adj. AdJ• Ref. Amount % Facilities Cost of Capital Overhead Rate (Includes FCC) $30,197 R $30,197 t.03% $5,710,483 Lai:dau Associates, Lic. - Reviewed & Accepted 9%27/10 SE "Overleead Rate still subject to WSDOT Audit" 194.20% Lai:dau Associates, li:c. does �:ot leave a systen: in place that identifies and segregates ui:allowable expeuses as required i�t accordnr:ce wit/e tlie cost principals of the Federad Acquisition Regulations (FAR) of title 48, Code of Federal Regulatia�:s (CFR), part 31. FAR a�ed Cost Accounting Standards emphasize tl:e importance of proper classification of allowable and una[lowab[e costs at the point of entry into tl:e compa�ry's accou�:ti�:g systen�s. References Landau Adjustments: A Add direct labor charged to indirect in the GL per 48 CFR 31.202. B Estimated marketin and admin labor & FICA unallowable per 48 CFR 31.205-18 & AASHTO Cha ter 6. Please note: Laf:dau "{ias implemeitted �•evisions to their time recording procedures a�:d system to specifically ide�:tify tl:e alloivable a�:d iutalloivable n:arketiug/busi�iess development labor by individual for FYE 20I1 a�:d future fiscal years to replace tl:e �ieed to develop these estimates in tlie uture"per corresponde�cce from Steve Jo/t�isto�i se��t to Steve Mclferney on January 21, 2011. FAR 48 CFR 31.205-1; 205-18 and 205-38 and tl:e AASHTO Guide provide guida�:ce for allowabde atsd unallowable marketireg, sales ��id proniotional activities. To comply with tl:e applicable guidelines, employees must l�ave consistent a�:d conti�:ual guidance as to tlie proper coding of time related-to a��N of tl:ese activities. C Holiday and stock purchase bonuses unailowable per 48 CFR 31.205-6, 31.205-13(b) & AASHTO Audit Guide. D Signing bonuses and moving bonuses in excess of $t,000 per person unallowable per 48 CFR 31.205-35 & 31.201-4. E Field supplies inventory, eventually cl�arged to projects wiallowable per 48 CFR 31.202. F Some mileage & vehicle expenses eveirtually charged to projects unallowable per 48 CFR 31.202. - G Local meals; employee busiiiess meals unallowable per 48 CFR 31.205-14. H Estimated cost of direct pt�otocopies unallowable �er 48 CFR 31.202. I Lobbying unallowable per 48 CFR 31.205-22. J Depreciation field & lab equipment and vehicles used in job chargeable activity unallowable per 48 CFR 31.202. K Local meals - recruiting unallowable per 48 CFR 31.205-14. L Senunar lodging and meals in excess of GSA limits unallowable per 48 CFR 3I.205-46. M Employee food, etc. unallowable per 48 CFR 31.205-14. N Acquisition legal expenses; collections legal expenses unallowable per 48 CFR 31.205-27(a), 31.205-3 & AASHTO. O Advertising; client entertaimnent; cain�aig�l contributions; other non allowable per 48 CFR 31.205-1(d), 31.205-8, 31.205-14 & 31.205-38. Page 2 Landau Associates, Inc. Overhead Schedule For the Year Ended June 30, 2010 Financial Statement WSDOT Accepted Description Amount LAI Adj. AdJ• Ref. Amount % P Service charges and interest uiiallowable per 48 CFR 3 2.205-20. Q Donations unallowable per 48 CFR 3I.205-8. R Cost of money in the amouut of $30,197 allowable per 48 CFR 31.205-10. WSDOT Adjustmentsc S Second part adjustment reiating to Adjustment "A". Reallocation of indirect labor in the amount of $14,119 to direct labor 48 CFR 31202. T Fringe benefits associated witli marketiiig labor & indirect labor adjustment in the amount of $151,442 unallowable per 48 CFR 31.201-6(a}. WSDOT Audit netted tl:e adjustment al�•ea�fy u:ade by Landau. U Oregon State Income Tax Preparatioi� fees for Scott Woerrnan in the amount of $75 unallowable per 48 CFR 31.201-4. V Clackamas County Sheriff fines in the amount of $36 unallowable per 48 CFR 31.205-15. W Zweig White survey in the aniount of $95 unallowable per 48 CFR 31.205-1. X Rent for the SeattIe office in the amount of $77,659 miallowable per 48 CFR 31.205-17, 31.201-4( c), 31.202(a) & 31.201-3. Y Office beautification in the amount of $2,361 unallowable per 48 CFR 31.201-4 & 31.201-3. Z Lions Club dues included in flie Utilities account in tlie amount of $60 & American Cancer Society payment included in the Educatioii Costs account in the amount of $30 unallowable per 48 CFR 31.205-$. a Legal fees associated witli employee setttement in the amount of $47,668 unallowable per 48 CFR 31.205-47. Page 3 Exhibit G1/G2 City of Federal Way SR 99 between S 320th Street and 5,330th Street Cost Estimate for Environmental Documentation Widener and Associates Project Project Manager Biologist Task 7.1 ECS Draft ECS 1 3 Final ECS 1 2 Task 7.2 BA Review Data Collection and Review I 1 Field [nvestigarion 1 2 Task 7.3 Cultural Resource [nvestigation Section 106 APE 1 3 WSDOT Coordination Section 106 1 23641 Total Hours 6 133641 Summary Hours Rate Cost Project Manager 6 $140.00 $840.00 ProjectBiologist 133641 $86.80 $1,160.00 TOTAL ESTIMATED COST $2,0110.00 Assumes client rovides exhibits/ lan and descri tion of ro'ect activities. Assumes a no effect for ESA Assumes an exem rion under Section 106 �'�h;b,� �- ��= -3 Widener & Associates Ifl30�3 32"<� �9v�aaaa,e YY,Ste � Ever•�tt, iY� 9�?D�_�.%�� November 1, 2012 KPG, Inc. 753 9th Avenue N Seattle, WA 98109 Subject: Houriy Rate Statement Dear Richard Hutchinson, Contract Administrator Transportation & Environmenta( Plannin Te� (-625,i 3�1c�-3G�59 Fax (42�) 34�-31?4 Please consider this letter to be a statement of rates for DGK Inc. DBA Widener & Associates (Widener). It covers consulting work for; City of Federal Way Public Works on issues related to environmenta/ permitting and coordination for this project. "COFW Safety ProjecY' Widener is a five-person firm with no calculated overhead rate. We charge a flat hourly fee for services that is all-inclusive of direct salary, overhead and fee. The hourly fees offered for this contract are the lowest fees we offer for preferred clients. I also confirm that all direct nonsalary costs will be invoiced without mark-up. • Project Manager - $140.00 • Biologist - $86.80 We appreciate the opportunity to work with you on this project. If you have any questions or ne�l additional information, please call at 425-503-3629. Sincerely, ,, Ross L Widener Vice President WIDENER & ASSOC[ATES Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 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 CONSLJLTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSiJLTANT 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 AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGiJLATIONS, 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, 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 the AGREEMENT until the CONSULTANT complies, and/or; Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140-089 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSiJLTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSLTLTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A fnal payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A iinal payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of ternunation is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A fmal payrnent shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140-089 EF Exhibit I Revised 6/05 Exhibit J 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 Highways and Loca1 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 pocuments the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3— Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4— Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region DOT Form 140-089 EF Exhibit J Revised 6/05 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. Step 5— Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&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, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&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. H&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. Exhibit K 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. ff 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 Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and 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 payxnent for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140-089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. 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 d'uected the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4— Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and 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 fmal 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. I hereby certify that I am � Exhibit M-1(a) Certification Of Consultant K-� �i � Project No. Local Agency and duly authorized representative of the firm of KPG PS whose address is ''? 'S" � �� /�� ,S, S�� °� g l 0�' and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona iide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this 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 available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subiect to anvlicable State and Federal laws, both criminal and civil. t����z Date DOT Form 140-089 EF Exhibit M-1(a) Revised 6/05 � Signature Exhibit M-1(b) Certification Of Agency Officiai I hereby certify that I am the AGENCY Official of the Local Agency of City of Federal Way , Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ 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 available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENf involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. CITY OF FEDERAL WAY Date Skip Priest Mayor 33325 8�' Avenue S Federal Way, WA 98003-6325 DOT Form 140-089 EF Exhibit M-1(b) Revised 6/05 Exhibit M-2 Certificatio� Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions I. The prospective prunary 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-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performi.ng a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust 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 (n (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 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. Consultant (Firm): KPG PS 12 117 � 2.� it �� (Date) (Signature) President or Authorized Official of ConsultaM DOT Fortn 140-089 EF Exhibit M-2 Revised 8/05 Exhibit M-3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certiiies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an off cer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. T'he prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): KPG PS �2�1'j�'�1� Y \ � (Date) (Signature) President or Authorized Official of Consultant DOT Fortn 140-089 EF Exhibit M3 Revised 6/05 Exhibit M-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 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by speeific identification in writing, to the contracting officer or to the contracting officer's representative in support of ��.g ���%E3�f (�.P. P Z.� �t-r * are accurate, complete, and current as of � Z/ � � 2..3 � z.. **. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm KPG PS Name ?--\ �� � � �/ � S Title '� � S l'� vJ � Date ofExecution*** \'Z- � t, 1'� ��-- * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** 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. DOT Form 140-089 EF Exhibit M-4 Revised 6/05 Ac Ro o° CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/VWY) 72/2012072 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY TFiE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certi£cate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditio�s of the policy, certain policies may require an endorsement. A statement on this certifieate does not confer Nghts to the eertificate holder in lieu of such endorsement(s). PRODUCER Phone: (360) 598-3700 Fan: (360) 5983703 coNTncr MICHAEL J. HALL & COMPANY MICHAEL J. HALI & COMPANY NAME: HALL & COMPANY a"c° No e,n: (360) 598-3700 ,�� � (360) 598-3703 E-MAIL 1966010TH AVENUE N.E. n�oaess: POULSBO WA �7O . INSURER(3) AFFORDING COVERAGE NAIC N INSURERA : UIIiI@Mlflt@fS 8t LIOyd's, London INSURED �r,suReR e: The Traveters Indemnity Company 25658 KPG Inc 753 9Th Ave N �NSUReR c: The Charter Oak Fire Insurance Com n 25615 Seattle, WA 98109-4309 INSURER D: � INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 175506 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCIUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADD'L SuBR pOLICY NUMBER POLICY EFF POLICY E%P LIMITS LTR INSR WVD MMID MMID B GENERAL LIABILITY 6803947N451 06/01/72 06/01/13 EACH OCCURRENCE $ 1,ib�,��� X COMMERCIAL GENERAL LIABILITY DAMAGE 70 RENTED $ $OO�OOO PREMISES (Ea occurence) CLAIMS-MADE I� OCCUR MED. EXP (Any one person) $ S,OOO X XCU, BFPD, OCP PERSONAL & ADV INJURY $ i�OOO�OOO X Separation of Insureds GENERAL AGGREGATE 8 $,O�,OOO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Y�OOO�OOO POLICY X PR� LOC $ JECT C AUTOMIOBILE LIABILITY BA4011N714 D�Di��Z 06/01/13 COMBINEDSINGLELIMIT ,��000�000 (Ea accidera) $ X ANY AUTO BODILY INJURY (Per person) $ ALL OWNEO SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ J( HIRED AUTOS X NON-OWNED PROPER7V DnnnncE g AUTOS (per acddern) $ B X UMBRELLA LiAe X OCCUR CUP379T032 ���1/i2 06/01/13 �CH OCCURRENCE $ $,QQQ�QOQ �xcEaq �aB CLAIMS-MADE AGGREGATE $ S,OOO,OOO DED RETENTION $ $ B WORKERS COMPEN8ATION 6803947N451 ��D���Z 06/01/13 �ORVTIIMTS X ER� 3 WA Stop Gap AND EMPLOYERS' LIABILITV ANV PROPRIETORIPARTNERIE%EWTNE Y� E.L.�EACHACCIDENT $ ��OOO�OOO OFfICERIMEMBER EXCLUDED? N�A (Mandatory in NM) E.L. DISEASE-EA EMPLOYEE $ 'I �OOO�OOO �f yes, descnbe under E.L. DISEASE-POLICY LIMIT $ ��QQQ�QQQ DESCRIPTION OF OPERATIONS below /\ Professional Liability: Claims Made Form 1147823385/012 06/07/72 06/01N3 E1,000,000 Per Claim Retro: 51,000,000 Aggregate June 1,1994 DESCRIPTION OF OPERATIONS / IOCATIONS / VEHICLES (Attach ACORD 101, AddlUonal Remarks Schedule, if mora space Is required) Project: (12121) SR 99 - s 320th Street to S 330th Street Safety Improvement Project Design Services City of Federal Way is an Additional Insured on the Commercial General Liability and Auto Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured. The Commercial General Llability insurance is primary insurance and any other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance. A walver of subrogation applies to the Commercial General Liability, Auto Liability, Umbrella / Excess Liability and WA Stop Gap / Employers Uability in favor of the Additional Insured CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 Attentlon: John Mulkey, PE ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISION3. j The ACORD name and logo are registered marks of ACORD �'�'"� ,�^�� � �� Ashley L. Fiurd Corporations: Registration Detail Corporations and Charities Division Page 1 of 2 Contact Cs I Connect: �,;K'�...�' � SEARCH Corporations Home I Nonpmfit Home I Charities Home I Awards I Public Nodces I Contact Info Corporation Detail Neither the State of Washington nor any agency, officer, or employee of the State of Washington warrants the acxuracy, reliability, or timeliness of any information in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or timeliness of such information. While every effort is made to ensure the accuracy of this information, portions may be incorrect or not current. Any person or entity who relies on information obtained from the System does so at his or her own risk. All documents filed with the Corporations Division are considered public record. KPG, P.S. UBI Number 6oi248468 Category PRO Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA FYling Date o5/io/i990 Expiration Date o5/3i/2oi3 Inactive Date Duration Perpetual Registered Agent Information Agent Name P JOSEPH GIACOBAZZI Address 753 9TH AVE N City SEATTLE State WA ZIP 98io9 Special Address Information Address City State Zip Governing Persons T�tle Name Address President,Chairman DAVIS , NELSON 753 9TH AVENUE NORTH SEATTLE , WA 98io9 Vice President GIACOBAZZI , P JOSEPH �53 9TH AVE N SEATTLE , WA 98io9 Secretary,T'reasurer FUESEL , PAUL 753 9TH AVENUE NORTH SEATTLE , WA 98io9 Purchase Documents for this Corporation � « Return to Search List http://sos.wa.gov/corps/search_detail.aspx?ubi=601248468 12�20�2� 12