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AG 16-114 RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIv: PUBLIC WORKS/STREETS ORIGINATING STAFF PERSON:JOHN MULKEY EXT:2722 3. DATE REQ.BY:ASAP �. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.U,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 a CONTRACT AMENDMENT(AG#),16-114 ❑ INTERLOCAL ❑ OTHER SUPPLEMENT NO.5 L PROJECT NAME:PACIFIC Hwy S HOV LANES PHASE V(S 340x"STTO S 359T"ST) i. NAME OF CONTRACTOR:KPG PS. ADDRESS:3131 ELLIOTAVENUE NORTH,SUITE 400,SEATTLE,WA 98121 TELEPHONE(206)267-1052 E-MAIL: NELSON(>)KPG.COM FAX: SIGNATURE NAME:NELSON DAVIS TITLE:PRINCIPAUPRESIDENT �. 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#06101042 BL,EXP. 12/31/19 UBI# 601248468 EXP.05/31/19 '. TERM: COMMENCEMENT DATE:AUGUST 25, 2016 COMPLETION DATE:DECEMBER 31,2019(REVISED) �. TOTAL COMPENSATION:$99,945.70./$4,166,845.92 TOTAL (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $0'S 129, 0(}TOTAL IS SALES TAX OWED: ❑YES ❑NO IF YES,$ __ PAID BY: E]CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE To:306-4400-165-595-30-411 �. DOCUMENT/CONTRACT REVIEW INITIAL I DATE R.EyjU.TpINITIAL/DATE APPROVED , tl PROJECT MANAGER i2&4--1 !/l ❑ DIVISION MANAGER i] DEPUTY DIRECTOR wil DIRECTOR 5113 RISK MANAGEMENT (IF APPLICABLE) LAW DEPT 0. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1. CONTRACT SIGNATURE ROUTING G1 ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: UNa' k�) DATE REC'D: vt' I 1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICEN ES,EXHIBITS (eo'�X .i ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) I TIAL/DATE SIGNED ❑ FINANCE DEPARTMENT (LAW DEPT SIGNATORY(MAYOR OR DIRECTOR) . CITY CLERK c ASSIGNED AG# AG \'I q r ❑ SIGNED COPY RETURNED DATE SENT: t ❑RETURN ONE ORIGINAL :OMMENTS: :XECUTE 2"ORIGINALS. 4/2017 SUPPLEMENT NO. 5 CITY OF FEDERAL WAY LOCAL AGENCY A& E PROFESSIONAL SERVICE COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340T" STREET TO S 359TH STREET) CONSTRUCTION MANAGEMENT SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 23rd day of August, 2016, identified as Agreement No. 16-114 as supplemented by Supplement No. 1 on December 21, 2017, Supplement No. 2 on July 11, 2018, Supplement No.3 on November 19,2018, and Supplement No. 4 on March 20, 2018. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 5." The changes to the Agreement are described as follows: 1 Section II, General Scope of Work, shall be amended to include those additional services more particularly described in Exhibit"A-5" attached hereto and incorporated by this reference (Additional Services). 11 Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to December 31, 2020. III Section V, Payment Provisions,the maximum amount payable under this Supplement No. 5 inclusive of all fees and other costs is Ninety-Nine Thousand Nine Hundred Forty-Five and 70/100 Dollars ($99,945.70) for a total amount payable to the Contractor pursuant to the Agreement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, and this Supplement No. 5, inclusive of all fees and other cost to be an amount not to exceed Four Million One Hundred Sixty-Six Thousand Four Hundred Eighty-Five and 92/100 Dollars ($4,166,485.92). The attached Exhibit "D-5," which describes the payment for work to be performed under this Supplement No. 5, is hereby made a part of the Supplemental Agreement. Signed this day of , 2019. KPG, PS CITY OF FEDERAL WAY By. L hBy: ... Nels n avisI Ferrell Its: Principal Its: Mayor 3131 Elliott Ave, Suite 400 33325 8u'Ave S Seattle, WA 98121 Federal Way, WA 98003 (206)286-1640 (253)835-2401 APPROVED AST RM: J. Ryan Call, City Attorney KASTREETSIPROJECT&SR99 Phase V1ConstruatlonlConstructlon Management-Contract\Supplement 5116-114 Ph V CM Supplement No 5.docx EXHIBIT A-5 Pacific Highway South HOV Lanes Phase V (S 340th St to S 359th St) Federal Aid Number: STPUL 0099(126) Supplement No. 5 Additional Construction Closeout Support Scope of Work August 2, 2019 This work will provide additional construction management services for the construction contract to provide ongoing construction services for the City of Federal Way Pacific Highway South HOV Lanes Phase V(S 340th Street to S 359th Street) Project(hereinafter called "Project"). Based on recent project needs, this supplement is provided as an estimate of necessary engineering closeout support costs through approximately September 30, 2019. A detailed scope for the Supplement follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined in the original agreement and amended below. General Assumptions: • The proposed project team for the work anticipated in the supplement will include one part-time resident engineer, one part-time assistant resident engineer, one part time office engineer/documentation control specialist for continued closeout service as needed and requested by the City. This level of effort has been established based on the estimated current completion date, contractors staffing needs to date with adjustments for anticipated future contract work; however, the Consultant is prepared to increase or decrease staffing levels based on project needs moving forward. II. SCOPE OF WORK TASK 1—MANAGEMENT/COORDINATION/ADMINISTRATION No additional services required. TASK 2—PRECONSTRUCTION SERVICES No additional services required. City of Federal Way Page 1 of 2 KPG Construction Management Supp 5 Project Number 13022 Scope of Work August 2, 2019 EXHIBIT A-5 TASK 3—CONSTRUCTION SERVICES No additional services required. TASK 4—CLOSEOUT/RECORD DRAWING SERVICES 4.1 The Consultant project team described herein shall provide continued construction services as requested through approximately September 30, 2019. TASK 5—DIRECT ENGINEERING No additional services required. ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach, Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non-working days, and services for extended working days are examples of possible additional services. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 2 of 2 KPG Construction Management Supp 5 Project Number 13022 Scope of Work August 2, 2019 O a O zm z'm zm _e m am : m zT zT o ,� o M o A .1 H n o a ID — 3 G 3 ; RETURN TO: PW ADMIN EXT: 2700 ID#: C' 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIV: PUBLIC WORKS/STREETS / J ORIGINATING STAFF PERSON:JOHN MULKEY EXT:2722 3. DATE REQ.BY:ASAP / TYPE OF DOCUMENT(CHECK ONE): o CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) o PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG o REAL ESTATE DOCUMENT o SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE 0 RESOLUTION o CONTRACT AMENDMENT(AG#):16-114 ❑ INTERLOCAL o OTHER SUPPLEMENT No.4 G. PROJECT NAME:PACIFIC HWY S HOV LANES PHASE V CS 340TH ST TO S 359TH ST) ;. NAME OF CONTRACTOR:KPG,PS. ADDRESS:3131 ELLIOT AVENUE NORTH,SUITE 400,SEATTLE,WA 98121 TELEPHONE(206)267-1052 E MAIL: NELSON@KPG.COM FAX: SIGNATURE NAME:NELSON DAVIS TITLE:PRINCIPAL/PRESIDENT *. EXHIBITS AND ATTACHMENTS:o SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE#06101042 BL,EXP. 12/31/19 UBI# 601248468 ,EXP.05/31/19 '. TERM: COMMENCEMENT DATE:AUGUST 25, 2016 COMPLETION DATE:SEPTEMBER 30,2019(REVISED) i. TOTAL COMPENSATION:$225,436.94./$4,066,540.22 TOTAL (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: st,YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $500/$129,500 TOTAL IS SALES TAX OWED: o YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR o CITY RETAINAGE: RETAINAGE AMOUNT: o RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE To:306-4400-165-595-30-411 DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWE INITIAL/DATE APPROVED .4 PROJECT MANAGER J;JZ l-.. 3/e,//ti ❑ DIVISION MANAGER elk,DEPUTY DIRECTOR E DIRECTOR /Lys 3��1 h 1 o RISK MANAGEMENT (IF APPLICABLE) NI LAW DEPT 630 3/Mi q 0. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1. CONTRACT SIGNATURE ROUTING Q, CI • SENT TO VENDOR/CONTRACTOR DATE SENT: '" �''-1Q" 1 1 DATE RECD: o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED j/T-r rnr T•Tlr nTAAFlsTT ISXLAW DEPT �i�' XSIGNATORY(MAYOR OR DIRECTOR �' R -' c CITY CLERK �� 0 .i 44I o ASSIGNED AG# AG• . SIGNED COPY RETURNED DATE SENT: • o2 1•I N RETURN ONE ORIGINAL :OMMENTS: EXECUTE"2"ORIGINALS. 4/2017 • SUPPLEMENT NO. 4 • CITY OF FEDERAL WAY LOCAL AGENCY A & E PROFESSIONAL SERVICE COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) CONSTRUCTION MANAGEMENT SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 23rd day of August, 2016, identified as Agreement No. 16-114 as supplemented by Supplement No. 1 on December 21, 2017, Supplement No. 2 on July 11, 2018, and Supplement No. 3 on November 19, 2018. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 4." The changes to the Agreement are described as follows: Section II, General Scope of Work, shall be amended to include those additional services more particularly described in Exhibit"A-4" attached hereto and incorporated by this reference (Additional Services). II Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to September 30, 2019. III Section V, Payment Provisions, the maximum amount payable under this Supplement No. 4 inclusive of all fees and other costs is Two Hundred Twenty-Five Thousand Four Hundred Thirty-Six and 94/100 Dollars ($225,436.94) for a total amount payable to the Contractor pursuant to the Agreement, Supplement No. 1, Supplement No. 2, Supplement No. 3 and this Supplement No. 4, inclusive of all fees and other cost to be an amount not to exceed Four Million Sixty-Six Thousand Five Hundred Forty and 22/100 Dollars ($4,066,540.22). The attached Exhibit "D-4,"which describes the payment for work to be performed under this Supplement No. 4, is hereby made a part of the Supplemental Agreement. Signed this dC day of C \c cc h , 2019. KPG, PS CITY OF FEDERAL WAY By: By: Nelson Davis lJi Ferrell Its: Principal Its: Mayor 3131 Elliott Ave, Suite 400 33325 8'h Ave S Seattle, WA 98121 Federal Way, WA 98003 (206) 286-1640 (253) 835-2401 APPROVED AS TO FORM: ilit(A4 10W J. Ryan Call, City Attorney C:\Users\nelson\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\UCIOAML7\16-114 Ph V CM Supplement No 4.docx • EXHIBIT A-4 Pacific Highway South HOV Lanes Phase V (S 340th St to 5 359th St) Federal Aid Number: STPUL 0099(126) Supplement No. 4 Direct Engineering Services through Physical Completion Scope of Work February 28, 2019 This work will provide additional construction management services for the construction contract to provide ongoing construction services for the City of Federal Way Pacific Highway South HOV Lanes Phase V(S 340th Street to S 359th Street)Project(hereinafter called"Project"). In accordance with Section 1-08.9 of the Standard Specifications,for overruns in Contract time occurring after the Substantial Completion Date of January 10, 2019, liquidated damages shall be assessed on the basis of direct engineering and related costs assignable to the project until the actual Physical Completion Date of all the Contract Work. This supplement is provided as an estimate of necessary direct engineering costs through a Physical Completion Date on or before April 30, 2019. A detailed scope for the Supplement follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined in the original agreement and amended below. General Assumptions: • The proposed project team for the work anticipated in the supplement will include one part-time resident engineer, one part-time assistant resident engineer, one part time office engineer/documentation control specialist,one part time inspector.This level of effort has been established based on the estimated current completion date, contractors staffing needs to date with adjustments for anticipated future contract work; however, the Consultant is prepared to increase or decrease staffing levels based on project needs moving forward. • Substantial completion was achieved on January 10,2019. It is anticipated that this authorization for direct engineering services that are necessary between substantial completion and physical completion will provide adequate budget through approximately April 30,2019. City of Federal Way Page 1 of 2 KPG Construction Management Supp 4 Project Number 13022 Scope of Work February 28,2019 • EXHIBIT A-4 II. SCOPE OF WORK TASK 1—MANAGEMENT/COORDINATION/ADMINISTRATION No additional services required. TASK 2—PRECONSTRUCTION SERVICES No additional services required. TASK 3—CONSTRUCTION SERVICES 3.1 The Consultant project team described herein shall provide continued construction services through the physical completion,estimated to be on or before April 30, 2019. The majority of remaining work will be chargeable to Direct Engineering,however there are a few City directed items remaining that will require additional budget under this task. 3.2 Minimal, if any, material testing and subconsultant support is required for remaining work. A credit is provided to these items to offset additional costs anticipated for task 3.1. TASK 4—CLOSEOUT/RECORD DRAWING SERVICES No additional services required. TASK 5—DIRECT ENGINEERING 5.1 In accordance with Section 1-08.9 of the Standard Specifications,for overruns in Contract time occurring after the Substantial Completion Date of January 10, 2019, liquidated damages shall be assessed on the basis of direct engineering and related costs assignable to the project until the actual Physical Completion Date of all the Contract Work. This task is provided as an estimate of necessary direct engineering costs through a Physical Completion Date on or before April 30, 2019. ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach, Public Meetings, Ribbon Cutting Ceremony,claims analysis, surveying, services during shutdown periods of non-working days, and services for extended working days are examples of possible additional services. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 2 of 2 KPG Construction Management Supp 4 Project Number 13022 Scope of Work February 28,2019 m o o m o m oo V V o, o m rn U c, o21: C " o o o 10 uoi ;- Tr 4 E m N c0 a N N N .m J L F O > N N N 2 Li L a::1 W .N .liii . . . . W t» W .fi W .liii ui . w W �0- Q:.j o m O O O m O GN O Q N N N N- M ♦ ♦ d 06 3,3"- N N- N N • co Lr) o ' o4 o N 6.-- rN'O! N c O C y OO _ O O O O cn'HI .cr CD liii ! c 0 0 0o to r N O O = N To- m o O N 11110 O O O H ': [mil M O U w dw 11m - 0 0 0 - - 0 0 0 0 T O N O 11110 O O OOOo r - - P T O O N Q Z - Ii O O O O - II o O O O Q , O �. W O N V h ho O O OH H co co O.0 _o CL in a` . C N m T EH - - 0 0 0 0 - - 000 IH - N N O O - - OON o O M m a V 11110 0 co O - - O O o I J m C. .o m o _ E 0 _59a 1111 _. o o - - a; m U O y,. rn .C.) .E. o W O O N aV 7t ,, 0O a d - m m m o Cr 0 11 W w d1111 _ co d ▪ .4 II - o 0 o oliii 0 0 0 d co — a W f.s — N ` m d _ d m C Cu W N N .0 E mW J = c u x y O0W C z ❑ in G D1 • j W S M ` o m C r 3 aQ x m 2t in mai o m re p m u NO a) Z p m m ❑ rn c u Of 5. y O E O 'O d L C 0 W m d m dmc . m 2 i- m iC _ :° .. 2 m2m ° u :° ❑ mm . m mm « Q Q z m o 2 oc E - :o m o x o ❑ o - o c y o o r c c W O I- I- vac -oOLC — ) o y Y pL Y YN y j Yc 2 mW ~ O d v m O m ` Om EA O • m L`y m m • m W m A ❑Fi =Nlr9 E mm m w H m --.75 g (nR F m m F .a -us L 1— m w .- , u) m .- z W 154(4L _ 'o m ` c 2vvv m9 c m wY z � xm W >)'d S. G d t a z U g m w w _ Y 0 L Jt N ❑ m W c'e a W " co O C ' ' . - . - . 2 m C n❑LL O O_ U) U) '- m N y to V > > > a d co o co y r- m m0 m ❑ C C C _ O S O C P C OC C C )y '3' z m i m m d 0 .. .. « m t m m m t m n J -m J E o E o E E vv o m t E o E o E o E ` E < m �• v w z Wz m .o m m w ¢ UUU W z m o w z wo 0 z m m0 LI o U1 0 o= o 'p Y Y - i- °s a ra 3 3 � 3 � 3 ' � 0 3 � 3r 3 � C5(1. RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS 2. ORIGINATING STAFF PERSON: , 1 V\ 61 u I EXT: 3. DATE REQ. BY: / 3. 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 I)i. CONTRACT AMENDMENT (AG#): %� -// `/ / ❑ INTERLOC / ❑ OTHER 5 U A /I 6�'� ' -!S( ro�� i�,y i✓ (! .r tn.,, u / 4. PROJECT NAME: P,fn (,�` t all 14 5. NAME OF CONTRACTOR: a—/~ [ ADDRESS: % l" i vt S t 0� �1/✓>t ? Z l TELEPHONE: L1} - Z4? 7 E-MAIL: I/' p 5. c u FAX: SIGNATURE NAME: t- TITLE: 1 n�,,.•;� 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE Cl ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #-0610)012 BL, EXP. 12/31/ Y UBI # 6611 LV e H o 8 EXP. -';-131 / 4 7. TERM: COMMENCEMENT DATE: 6' COMPLETION DATE: / G� / (re I.�e�� 'KV5 cqp 8. TOTAL COMPENSATION: $ 3 ie!, I>20.5 tJ f 3,� �l c 3 • Z Q, 4-(INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOL)DAY RATES) REIMBURSABLE EXPENSE: V YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ /i iC 0 V ; / / ; `y ° V 0 ' l -7 � IS SALES TAX OWED: ❑ YES ©.NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: r, �[�❑jRETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ /RETAINAGE BOND PROVIDED Cl PURCHASING: PURCHASING: PLEASE CHARGE TO: 3 [ ` O 0 u/ ,5 — 535 fV O f ` 9. DOCUMENT/ CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED % PROJECT MANAGER ►M // 9 04-.DIVISION MANAGER - V DEPUTY DIRECTOR L2AA7` R DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) g( LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING % �ENTTO VENDOR/CONTRACTOR DATE SENT. �( -! [ D DATE REC'D: / !i!X (( e �b ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/ DATE SIGNED LAW DEPT L( SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED DATE SENT: %44- 13 RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS 1/2018 SUPPLEMENT NO. 3 CITY OF FEDERAL WAY LOCAL AGENCY A & E PROFESSIONAL SERVICE COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) CONSTRUCTION MANAGEMENT SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 23rd day of August, 2016, identified as Agreement No. 16-114 as supplemented by Supplement No. 1 on December 21, 2017 and Supplement No. 2 on July 11, 2018. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 3." The changes to the Agreement are described as follows: I Section II, General Scope of Work, shall be amended to include those additional services more particularly described in Exhibit "A-3" attached hereto and incorporated by this reference (Additional Services). 11 Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to June 30, 2019. III Section V, Payment Provisions, the maximum amount payable under this Supplement No. 3 inclusive of all fees and other costs is Three Hundred Eighty -Five Thousand Nine Hundred Seventy and 58/100 Dollars ($385,970.58) for a total amount payable to the Contractor pursuant to the Agreement, Supplement No. 1, Supplement No. 2, and this Supplement No. 3, inclusive of all fees and other cost to be an amount not to exceed Three Million Eight Hundred Forty -One Thousand One Hundred Three and 28/100 Dollars ($3,841,103.28). The attached Exhibit "D-3," which describes the payment for work to be performed under this Supplement No. 3, is hereby made a part of the Supplemental Agreement. Signed thislAday ofy2018. KPG, PS Nelson Davis 0 Its: Principal 3131 Elliott Ave, Suite 400 Seattle, WA 98121 (206) 286-1640 4O/ CITY OF FEDERAL WAY M JiaT Ferrell Mayor 333258 th Ave S Federal Way, WA 98003 (253) 835-2401 Ryan Call, City Attorney K:\STREETS\PROJECTS\SR99 Phase V\Construction\Construction Management - Contract\Supplement 3\16-114 Ph V CM Supplement No 3.docx EXHIBIT A-3 Pacific Highway South HOV Lanes Phase V (S 340th St to S 359th St) Federal Aid Number: STPUL 0099(126) Supplement No. 3 Additional Construction Management Services Scope of Work September 30, 2018 This work will provide additional construction management services for the construction contract to provide ongoing construction services for the City of Federal Way Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Project (hereinafter called "Project"). These services will include design support, project management, documentation control, inspection, materials testing, public involvement, and contract administration through the current estimated contract completion date of the project, as detailed in the original agreement and below. A detailed scope for the Supplement follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined in the original agreement and amended below. General Assumptions: • The proposed project team will include one part-time project engineer, one full-time resident engineer, one full-time assistant resident engineer, one full time office engineer/documentation control specialist, one full time lead inspector, sub -consultants to provide services for materials testing, and other supporting tasks as deemed necessary. This level of effort has been established based on the estimated current completion date, contractors staffing needs to date with adjustments for anticipated future contract work; however, the Consultant is prepared to increase or decrease staffing levels based on project needs moving forward. • It is anticipated that the current authorization for construction services will provide adequate budget through approximately December 30, 2018. This supplement provides continued construction services and closeout support through December 30, 2018 based on the assumed project team described above. • In addition, one full-time assistant resident engineer is included from January 1, 2019 to March 30, 2019 for closeout. City of Federal Way Page 1 of 2 KPG Construction Management Supp 3 Project Number 13022 Scope of Work September 30, 2018 EXHIBIT A-3 II. SCOPE OF WORK TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION 1.1 Provide continuous project management for the duration of this supplement, approximately October 1, 2018 through March 31, 2019 Deliverables • Monthly invoices and progress reports. TASK 2 — PRECONSTRUCTION SERVICES No additional services required. TASK 3 — CONSTRUCTION SERVICES `3.1 The Consultant project team described herein shall provide continued construction services through the current estimated completion date, approximately December 31, 2018. Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City in accordance with the original approved contract scope of work. 3.2 It is anticipated that additional materials testing will be required in order to complete the project. This supplemental budget includes a $25,000 allowance for materials testing subconsultant. TASK 4 — CLOSEOUT / RECORD DRAWING SERVICES No additional services required. ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day-to-day basis by the inspector and resident engineer), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 2 of 2 KPG Construction Management Supp 3 Project Number 13022 Scope of Work September 30, 2018 HOUR AND FEE ESTIMATE EXHIBIT D-3 Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Supplement No. 3 -Additional CM Services KPG ♦ Architecture Landscape Architecture Civil Engineering Task Description PM / Sr. Engineer $ 75.00 Resident Engineer $ 60.00 Assistant RE $ 35.00 OE/ Doc Specialist $ 43.61 Lead Inspector $ 42.31 Inspector II $ 35.00 Inspector 1 $ 28.13 Proj Engr Senior LA Proj Sury $ 44.00 Dsn engr LA Surveyor $ 40.00 Survey crew $ 70.00 Tech $ 28.85 Clerical $ 26.27 Hours Direct Labor Cost Overhead 146.70% Profit 30.00% i Effective multiplier 2.7670 Work Element 1 - Project Management 1.1 Six months additional project management 24 0 0 0 0 0 0 0 0 i 0 0 24 48'. 2,430. 3,566 729 $ 6,725.14 Task Totals 24 0 0 0 0 0 0 0 0 0 0 24 48 1 2,430 3,566 729 $ 6,725.14 Work Element 2 - Pre -construction Services 2.1 No changes this task. 0 0 0 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 0 $ Work Element 3 - Construction Services 3.1 Additional Construction Services 3.2 Coordinate materials testing Reimbursable - HWA Materials Testing allowance Reimbursable - Mileage Reimbursable - Miscellaneous field expenses 20 0 528 0 1056 0 528 _ _0 _' 600 _ 0 0 0 0 0 40 0 24 0 16 0_ 0 0_ 352 0 3164 0 131,639 0 193,115_ 0 39,492 0$ $ 364,245.45 - $ 15,000.00 $ - $ - Task Total 20 528 1056 528 600 0 0 40 24 16 0 352 3,164 131,639 193,115 39,492 $ 379,245.45 Work Element 4 - Closeout/Record Drawing Services 4.1 No changes this task. 0'. 0 0 0 $ - Task Total 0 0 0 0 0 0 0 0 0 0 0 0 - $ Work Element 5 - CenturyLink Design Revisions 5.1 No changes this task. 01 01 0. 0 $ Task Total 0 0 0 0 0 1 0 0 0 0 0 0 0 $ Work Element 6 - Lakehaven Design Revisions 6.1 No changes this task. 0'.. 0 0 0 $ Task Total 0 0 0 0 0 1 0 0 0 0 0 0 01 $ Work Element 7 - Survey vault check 7.1 No changes this task. 0 0 0 0 $ - Task Total 0 0 0 0 0 0 0 0 0 0 0 0 - - $ TOTAL HOURS AND TOTAL ESTIMATED FEE 44 528 1056 528 600 0 0 40 24 16 0 376 3212 134070 196680 40221 $ 385,970.58 City of Federal Way Page 1 of 1 KPG PHS HO Lanes Ph V - Supp 3 September 2018 Letter of Transmittal Date: November 19, M8 To: City of Federal Way Public Works 33325 8th Ave S Federal Way, WA 98003 Attention: John Mulkey Subject: Pac Hwy Supp #3 KPG Project No: 13022B The Following: ❑ Construction Drawings ❑ Specifications ❑ Shop Drawings ❑ Change Order ® See Below RECEIVED NOV z 6 2018 PUBLIC FEDERAL For: No. of Copies ❑ Review and Comment ❑ Approval ❑ As Requested ® Use and Files ® Action Noted Below KPGr Date No. of Copies Description 11/19/18 2 KPG-signed copies of Supp 3 for Pac Hwy S HOV Lanes Ph V Hi John, Please return one fully -executed copy to my attention at our address (below). Thank you! R" Georgeanne Smith Executive Administrator 3131 Elliott Ave., Suite 400, Seattle, WA 98121 P: 206.286.1640 F: 206-286-1639 www.kpg.com 3aa5 RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / � 2. ORIGINATING STAFF PERSON: -/ L(}�(1/1 �! EXT: t^ 3. DATE REQ. BY: % 3. 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 AMENDMENT (AGt#): ' // % ❑ INTERLOCAL ❑ OTHER (� y n l? l't rw % 2 (. �` .- ✓�T� /�vKa /" o h/� 5 Ao s� w ce-�` v, CA rf � d' aaG.� 4. PROJECT NAME: 1 � (i �i t- 5. NAME OF CONTRACTOR: K ' ADDRESS: 3 1 3 i 01 lts tf pfvze%,, z S i e ye o ,w 9 iz TELEPHONE: Z X 7 - �G� J� 2 E-MAIL: wkeA — isKe . . C . v- FAX: SIGNATURE NAME: r 2 S r G ti"S TITLE: P� 1 , PrC-4c 6. 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 # 0 a/ 01 'Qq Z BL, EXP. 12/31/ / � UBI # Ml Z, % i; Z/4 6 , EXP. rl31l I/9 7. TERM: COMMENCEMENT DATE:1 Z 7 ! 4 COMPLETION DATE: %?- 13 74.s s.. 0.0 - 8. TOTAL COMPENSATION: $ % L S z i e.1 7L, I s 5 l 3?- , CI ( (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOL)DAY RATES) / � l f REIMBURSABLE EXPENSE: &YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ "L% toe // 11., 'o 6 T 10 - IS SALES TAX OWED: ❑ YES EeW F YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED R PURCHASING: PLEASE CHARGE TO: G� E' 11�l6�IC7 .M /'O .0 -S �?S -3U - `/ /7 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ii� PROJECT MANAGER 'S 0 iA^ Zd / T) ❑ DIVISION MANAGER _ si DEPUTY DIRECTOR i�i DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 4g LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING y -I R ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: e { 0 Cal I DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHH3I S ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED T LAW DEPT SIGNATORY YO R DIRECTOR) CITY CLERK IRA Nt. ASSIGNED AG # AG# SIGNED COPY RETURNED DATE SENT: RETURN ONE ORIGINAL COMMENTS: EXECUTE " Z:-" ORIGINALS 1/2018 SUPPLEMENT NO. 2 CITY OF FEDERAL WAY LOCAL AGENCY A & E PROFESSIONAL SERVICE COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) CONSTRUCTION MANAGEMENT SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 23rd day of August, 2016, identified as Agreement No. 16-114 as supplemented by Supplement No. 1 on December 21, 2017 All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 2." The changes to the Agreement are described as follows: I Section II, General Scope of Work, shall be amended to include those additional services more particularly described in Exhibit "A-2" attached hereto and incorporated by this reference (Additional Services). Section V, Payment Provisions, the maximum amount payable under this Supplement No. 2 inclusive of all fees and other costs is Seven Hundred Twenty -Five Thousand Two Hundred Sixty -Eight and 97/100 Dollars ($725,268.97) for a total amount payable to the Contractor pursuant to the Agreement, Supplement No. 1 and this Supplement No. 2, inclusive of all fees and other cost to be an amount not to exceed Three Million Four Hundred Fifty -Five Thousand One Hundred Thirty -Two and 70/100 Dollars ($3,455,132.70). The attached Exhibit "D-2," which describes the payment for work to be performed under this Supplement No. 2, is hereby made a part of the Supplemental Agreement. Signed this day of u 6 , 2018. KPG, PS CITY OF FEDEERAL WAY By: By: Nelson avis Jim Ferrell Its: Principal Its: Mayor 3131 Elliott Ave, Suite 400 33325 8th Ave S Seattle, WA 98121 Federal Way, WA 98003 (206) 286-1640 (253) 835-2401 APPROVED AS TO FORM: �d /J. Ryan Call, City Attorney C:\Users\nelson\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\EU3DG42B\16-114 Ph V CM Supplement No 2.docx EXHIBIT A-2 Pacific Highway South HOV Lanes Phase V (S 340th St to S 359th St) Federal Aid Number: STPUL 0099(126) Supplement No. 2 Additional Construction Management Services Scope of Work June, 2018 This work will provide additional construction management services for the construction contract to provide ongoing construction services for the City of Federal Way Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Project (hereinafter called "Project"). These services will include design support, project management, documentation control, inspection, materials testing, public involvement, and contract administration through the current estimated contract completion date of the project, as detailed in the original agreement and below. A detailed scope for the Supplement follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined in the original agreement and amended below. General Assumptions: • The proposed project team will include one part-time project manager, one full-time resident engineer, one part-time assistant resident engineer, one full time office engineer/documentation control specialist, one full time lead inspector, and one Inspector I through September 30, 2018, sub -consultants to provide services for materials testing, arid other supporting tasks as deemed necessary. This level of effort has been established based on the estimated current completion date, contractors staffing needs to date with adjustments for anticipated future contract work; however, the Consultant is prepared to increase or decrease staffing levels based on project needs moving forward. • It is anticipated that the current authorization for construction services will provide adequate budget through approximately September 30, 2018. This supplement provides continued construction services through September 30, 2018 based on the assumed project team described above. City of Federal Way Page 1 of 2 KPG Construction Management Supp 2 Project Number 13022 Scope of Work June 2018 EXHIBIT A-2 II. SCOPE OF WORK TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION No additional budget required Deliverables • Monthly invoices and progress reports. TASK 2 — PRECONSTRUCTION SERVICES No additional services required. TASK 3 — CONSTRUCTION SERVICES 3.1 The Consultant project team described herein shall provide continued construction services through the current estimated completion date, approximately September 30, 2018. Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City in accordance with the original approved contract scope of work. 3.2 It is anticipated that additional materials testing will be required in order to complete the project. This supplemental budget includes a $25,000 allowance for materials testing subconsultant. TASK 4 — CLOSEOUT / RECORD DRAWING SERVICES No additional services required. ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day-to-day basis by the inspector and resident engineer), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 2 of 2 KPG Construction Management Supp 2 Project Number 13022 Scope of Work June 2018 HOUR AND FEE ESTIMATE EXHIBIT D-2 Project: City of Federal Way K P G Pacific Highway South HOV Lanes, Phase V ♦ South 340th Street to S 359th Street Landscape Architecture Architecture Supplement No. 2 -Additional CM Services ♦ Civil Fnginccring Lahnr Hour Estimate I T.}.1 Fns Proj Engr Dan engr PM I Sr. Resident Assistant OE/ DocLead Inspector Inspector Senior LA LA Survey Task Description Engineer Engineer RE Specialist Inspector II 1 Proj Sury I Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 75.00 $ 60.00 $ 35.00 $ 43.61 $ 42.31 $ 35.00 $ 28.13 $ 44.00 $ 40.00 $ 70.00 $ 28.85 $ 26.27 Hours Labor Cost 146.70% 10.00% 2.5670 Work Element 1 - Project Management 1.1 No changes this task.0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0$ Task Totals 0 0 0 0 1 0 0 0 0 0 0 1 0 1 0 $ Work Element 2 - Pre -construction Services 2.1 No changes this task. 0 01 01 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 0 - $ Work Element 3 - Construction Services 3.1 Additional Construction Services 40 1100 920 960 1300 360 1000 200 240 40 80r340 0 6580 271,238 397,907 27,124 $ 696,268.97 3.2 Coordinate materials testing 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0$ - Reimbursable - HWA Materials Testing allowance Reimbursable - Mileage Reimbursable - Miscellaneous field expenses $ $ $ 25,000.00 4,000.00 Task Total 40 1100 920 960 1300 360 1000 200 240 40 80 6,580 271,238 397,907 27,124 $ 725,268.97 Work Element 4 - CloseoutlRecord Drawing Services 4.1 No changes this task. 0 01 01 0 $ Task Total 1 0 0 1 0 0 0 0 0 0 0 0 0 0 $ Work Element 5 - Centu Link Design Revisions 5.1 No changes this task. 0 0 01 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 0 $ Work Element 6 - Lakehaven Design Revisions 6.1 No changes this task. 01 01 01 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 0 $ Work Element 7 - Survey vault check 7.1 No changes this task. 01 01 0 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 0 E City of Federal Way Page 1 of 1 KPG - PHS HOV Lanes Ph V - Supp 2 June 2018 Aft ANNINOM Washington State Department of Transportation April 19, 2018 KPG, P.S. 3131 Elliott Avenue, Suite 400 Seattle, WA 98121 Transportation Building 310 Maple Park Avenue S. E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 Tft 1-800-833-6388 www.wsdot.wa.gov Subject: Acceptance FYE 2017 ICR — Risk Assessment Review Dear Ms. Suzy Rowe: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2017 ICR of 146.70%. These rates are applicable to Washington 'Local Agency Contracts only. These rates may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa,M. Regards, ERIK K. JONSON Manager, Consultant Services Office EKJ:kms Jonson, Erik Apr 20 2018 8:02 AM cosign Acceptance ICR Audit Office Review KPG, P.S. STATEMENT OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD FOR THE YEAR ENDED DECEMBER 31, 2017 Financial Stmt Unallowable Total Description Expense Costs FAR Ref Proposed Direct Labor $ 4,980,661 $ - $ 4,980,661 INDIRECT COSTS Fringe Benefits: Vacation, sick, and holiday Incentive compensation 401(k) plan Employee group insurance Payroll taxes Workers compensation Other employee benefits Total Fringe Benefits General Overhead: Indirect labor Advertising Automobile Bank fees and processing charges Computer supplies Contributions Depreciation and amortization Dues and professional licenses Entertainment Fines and penalties Insurance Interest Leased equipment Meals expense Office supplies and postage Professional services Recruitment Rent Repairs and maintenance Seminars and professional education Supplies Taxes and licenses Telecommunications Travel Recovery Total General Overhead Total Indirect Costs Percent of Direct Labor Facilities Capital Cost of Money (FCCM) Percent of Direct Labor $ 936,891 $ - 24,560 180,610 604,878 (16, 599) 697,174 (417) 31,865 - 71,306 (52,474) $ 2,547,284 $ (69,490) $ 2,239,532 $ (5,449) 8,199 (8,101) 54,894 3,054 - 321,140 - 137 (137) 321,959 - 20,261 - 9,515 (9,515) 792 (792) 122,267 (21,485) 288,329 (288, 329) 1,483 - 8,272 (298) 87,729 (457) 105,063 (8,115) 1,049 - 901,692 (59,877) 51,607 - 33,080 - 34,906 - 283,074 - 129,188 - 191,144 (7,754) (26, 016) - $ 5,192, 350 $ (4%309) $ 7,7396634 $ (479,799) Total Indirect Costs and FCCM Percent of Direct Labor See accompanying auditors' report and notes. 3 (1) (2) (3)(4)(5) (3) (6)(7) (8) (14)(15) $ 936,891 24,560 180,610 588,279 696,757 31,865 18,832 $ 2,477,794 $ 2,234,083 98 54,894 3,054 321,140 321,959 20,261 100,782 1,483 7,974 87,272 96,948 1,049 841,815 51,607 33,080 34,906 283.074 129,188 183,390 (26, 016) $ 7,259,835 145.76% $ 46,757 0.94% 146.70% KPG, P.S. DESCRIPTION OF FAR REFERENCES AND AUDIT ADJUSTMENTS FOR THE YEAR ENDED DECEMBER 31, 2017 (1) 31.205-19 (e) (2) (� Insurance and indemnification - Costs of insurance on the lives of officers that does not represent additional compensation and the company is the beneficiary of the policy is unallowable. (2) 31.201-6 (a) Accounting for unallowable costs - When an unallowable cost is incurred, its directly associated costs are also unallowable. (3) 31.205-13 (b) Employee morale, health, welfare, food service, and dormitory costs and credits - Costs of gifts are unallowable. (4) 31.205-14 Entertainment costs - Costs of amusement, diversions, social activities, and any directly associated costs such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities are unallowable. (5) 31.205-51 - Costs of alcoholic beverages - Costs of alcoholic beverages are unallowable. (6) 31.205-1 (f) Public relations and advertising costs - Public relations and advertising costs designed to call favorable attention to the contractor and its activities is unallowable. (7) 31.205-22 (a) (1) Lobbying and political activity costs - Costs associated with attempts to influence the outcomes of any Federal, State, or local election, referendum, initiative, or similar procedure, through in kind or cash contributions, endorsements, publicity, or similar activities are unallowable. (8) 31.205-8 Contributions or donations - Contributions or donations are unallowable. (9) 31.205-15 Fines, penalties, and mischarging costs - Fine, penalties, and late fees are unallowable. (10) 31.201-2 (c) Determining allowability - When contractor accounting practices are inconsistent with this Subpart 31.2, costs resulting from such inconsistent practices in excess of the amount that would have resulted from using practices consistent with this subpart are unallowable. (11) 31.205-20 Interest and other financial costs - Interest on borrowings (however represented) are unallowable. (12) 31.201-3 (b) (1) - Determining reasonableness - Costs generally not recognized as ordinary and necessary for the conduct of business are unallowable. (13) 31.205-36 (3) Rental costs - Charges in the nature of rent for property between organizations under common control that exceed the normal costs of ownership are unallowable. (14) 31.205-46 (a) 2 Travel costs - Costs that exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations are unallowable. (15) 31.202 - Direct costs of the contract shall be charged directly to the contract. See accompanying auditors' report and notes. 4 RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 7' e-1r 2. ORIGINATING STAFF PERSON: ao VI \/1 t./ I /Qi�f EXT: 1-1,3. DATE REQ. BY: /L 3. 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 AMEN�A/G`#): SCy�❑ INTERLOCAL OTHER T�1jf'A 4. PROJECTNAME: hc'c/ 1if0V L&uei V►4C- G _ V 5. NAME OF CONTRACTOR: 1 G' + ADDRESS: -3 ; I I 1, i 0ff 9f9 Gt (i WA l7jO 12, 1 TELEPHONE: Z-06 -Z/i7"/U E-MAIL: neA4 f/," L> FAX: _ SIGNATURE NAME: ,pfi o jq%4V�S 6. EXHIBITS ANDATTACHMENTS:)4 SCOPE, WORK OR SERVICES (I COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE d ALL OTHER REFERENCED EXHIBjrS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #_6 6/ 010 4 Z. / )/ BL, EXP. 12/31/17 UBI # jig) L Ll q q � 9 EXP. S- %� 7. TERM: COMMENCEMENT DATE: O 6 L'7 / l COMPLETION DATE: 2 (3 8. TOTAL COMPENSATION: $ S % 0 7 A17 Z / � �4 J i �� L �`' I � (� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND aL,,I Y ES) REIMBURSABLE EXPENSE: AYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ Jp/11,00 ��k� �Sf��5 IS SALES TAX OWED: ❑ YES d`N IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL/ DATE REVIEW D INITIAL/ DATE APPROVED 0,10ROJECT MANAGERi �I _ 14. 0,1711 a ❑ D ISION MANAGER tp-lvUTY DIRECTOR IItECTOR ❑ RWXMANAGEMENT (IF APPLICABLE) Al Sol AW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: l� 11. CONTRACT SIGNATURE ROUTING GeENT TO VENDOR/CONTRACTOR DATE SENT:t K l.1 16 ATTACH: SIGNATURE AUTHORITY INSURANCE CERTIFICATE, LICENSES, SIE IBIT/ DATE RECD: LL V ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/ DATE SIGNED iZjMXLAW DEPT tQ ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG # AG# 14-AK SIGNED COPY RETURNED DATE SENT: ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE "Z�" ORIGINALS 4/2017 SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY A & E PROFESSIONAL SERVICE COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) CONSTRUCTION MANAGEMENT SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 23rd day of August, 2016, identified as Agreement No. 16-114. 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: I Section II, General Scope of Work, shall be amended to include those additional services more particularly described in Exhibit "A-1" attached hereto and incorporated by this reference (Additional Services). II Section V, Payment Provisions, the maximum amount payable under this Supplement No. 1 inclusive of all fees and other costs is Eight Hundred Fifty -Nine Thousand Eighty and 77/100 Dollars ($859,080.77) for a total amount payable to the Contractor pursuant to the Agreement, and this Supplement No. 1 inclusive of all fees and other cost to be an amount not to exceed Two Million Seven Hundred Twenty -Nine Thousand Eight Hundred Sixty - Three and 73/100 Dollars ($2,729,863.73). The attached Exhibit "D-1," which describes the payment for work to be performed under this Supplement No. 1, is hereby made a part of the Supplemental Agreement. Signed this o S, day ofD&A-0w, 2017. KPG, PS By: Nelson Davis Its: Principal 3131 Elliott Ave, Suite 400 Seattle, WA 98121 (206) 286-1640 CITY OF FEDERAL WAY C") ay: F 9�4_7 Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835-2401 APPROVED AS TO FORM: rJ. Ryan Call, City Attorney K:\STREETS\PROJECTS\SR99 Phase V\Construction\Construction Management - Contract\Supplement 1\16-114 Ph V CM Supplement No 1.docx EXHIBIT A-1 Pacific Highway South HOV Lanes Phase V (S 340th St to S 359th St) Federal Aid Number: STPUL 0099(126) Supplement No. 1 Additional Construction Management Services Scope of Work December, 2017 This work will provide additional construction management services for the construction contract to provide additional construction services for the City of Federal Way Pacific Highway South HOV Lanes Phase V (S 3401h Street to S 359th Street) Project (hereinafter called "Project"). These services will include design support, project management, documentation control, inspection, materials testing, public involvement, and contract administration during the construction of the project, as detailed in the original agreement and below. This supplement also includes additional survey and design services associated with utility installations for Lakehaven Utility District, CenturyLink, PSE, and Comcast. A detailed scope for the Supplement follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined in the original agreement and amended below. General Assumptions: • The proposed project team will include one part-time project manager through June 29, 2018, one full-time resident engineer Through June 29, 2018, one full-time assistant resident engineer through April 30, 2018, one full time office engineer/documentation control specialist through June 29, 2018, one full time lead inspector through June 29, 2018, One Inspector II though April 30, 2018, one Inspector I through December 29, 2017, and one Inspector I through February 28, 2018, sub -consultants to provide services for materials testing, and other supporting tasks as deemed necessary. This level of effort has been established based on contractors staffing needed to date with adjustments for anticipated future contract work; however, the Consultant is prepared to increase or decrease staffing levels based on project needs moving forward. • It is anticipated that the current authorization for construction services will provide adequate budget through approximately June 29, 2018. This supplement provides for 8 months of continued construction services through June 29, 2018 based on the assumed project team described above. City of Federal Way Page 1 of 3 KPG Construction Management Supp 1 Project Number 13022 Scope of Work December 2017 EXHIBIT A-1 II. SCOPE OF WORK TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION Provide overall project management, coordination with the City, monthly progress reports, and invoicing for the period beyond original contract authorization date of December 31, 2017 through April 30, 2018. This effort will include the following elements. • Organize and layout work for project staff. Prepare project instructions on contract administration procedures to be used during construction. • Review monthly expenditures and CM team scope activities. Prepare and submit project progress letters to the City along with invoices describing CM services provided each month. Prepare and submit reporting required by funding source(s), if any. Deliverables • Monthly invoices and progress reports. TASK 2 — PRECONSTRUCTION SERVICES No additional services required. TASK 3 — CONSTRUCTION SERVICES 3.1 The Consultant shall provide the services of a full time resident engineer, assistant resident engineer, and office engineer/documentation specialist (8 hours a day) during construction activities, four full time inspectors, and office support as required for a period estimated to extend from November 15, 2017 to April 30, 2018. Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City in accordance with the original approved contract scope of work. 3.2 It is anticipated that additional materials testing will be required in order to complete the project. This supplemental budget includes a $25,000 allowance for materials testing subconsultant. TASK 4 — CLOSEOUT / RECORD DRAWING SERVICES No additional services required. City of Federal Way Page 2 of 3 KPG Construction Management Supp 1 Project Number 13022 Scope of Work December 2017 EXHIBIT A-1 TASK 5 — CENTURYLINK DESIGN REVISIONS 5.1 CenturyLink determined additional facility needs following opening of bids. The Consultant shall coordinate with the City and CenturyLink to incorporate desired changes and process a change order to complete the work. TASK 6 — LAKEHAVEN WATER AND SEWER DISTRICT DESIGN REVISIONS 6.1 Provide on call design support as requested to Lakehaven Water and Sewer District. The budget for this task was provided as management reserve in the City's original interlocal agreement with Lakehaven Water and Sewer District. TASK 7 — VAULT CHECK 7.1 The Consultant shall survey all joint trench vaults and provide data to the Contractor for final adjustment to grade. Responsibility for accurate final elevations remains the responsibility of the Contractor. ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day-to-day basis by the inspector and resident engineer), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 3 of 3 KPG Construction Management Supp 1 Project Number 13022 Scope of Work December 2017 HOUR AND FEE ESTIMATE EXHIBIT 0-1 Project: City of Federal Way K p G Pacific Highway South HOV Lanes, Phase V ♦ Arvhircuwc South 340th Street to S 359th Street LA ndreapn Archit—k,— Supplement No. 1 - Additional CM Services ♦ crvrt trrsrrr. ,,,,s ♦ TMA Faa Work Element 1 - Project Management 1.1 Project management administrative services 26 0 0 0 0 0 0 0 0 0 0 26 52 2,7821 3,8401 274 $ 6,896.02 Task Totals 26 0 0 0 0 0 0 0 0 0 0 1 26 52 2,782 3,840 274 1 $ 6,896.02 Work Element 2 - Pre -construction Services 2.1 No changes this task. 0 01 0i 0 $ - Task Total 0 0 0 0 0 0 0 1 0 0 0 0 11 0 $ 3.1 Additional construction services 40 1344 1000 1344 1344 1000 976 160_ _ 120_ 40'x m 40 0. 7408. 316,370 3.2 Coordinate materials testis 0 0 0 0 0 0 0 0 0 0 0 0 01, 0 Reimbursable - H W A Materials Testing allowance — -- - —. . - _ - --- _ ._- Reimbursable - Mileage Reimbursable - Miscellaneous field expenses Proj Engr Dsn engr $ 784,217.96 0 0$ - -- $ 25 000.00 $ 4,000.00 PM I Sr. Resident Assistant OE/ Doc Lead '.. Inspector Inspector Senior LA LA Survey 31,194 $ 814 217.96 0 0 $ Task Description Engineer Engineer RE Specialist Inspector II I Proj Sury Surveyor crew Tech Clerical I Direct Overhead Profit IEffective multiplier $ 75.00 $ 60.00 $ 40.00 $ 43.00 $ 43.00' $ 35.00 $ 27,00 $ 44.00 $ 40.00 $ 70.00 $ 28.85 $ 32.00 Hours Labor Cost 138.02% 9.86% 2.4788 Work Element 1 - Project Management 1.1 Project management administrative services 26 0 0 0 0 0 0 0 0 0 0 26 52 2,7821 3,8401 274 $ 6,896.02 Task Totals 26 0 0 0 0 0 0 0 0 0 0 1 26 52 2,782 3,840 274 1 $ 6,896.02 Work Element 2 - Pre -construction Services 2.1 No changes this task. 0 01 0i 0 $ - Task Total 0 0 0 0 0 0 0 1 0 0 0 0 11 0 $ 3.1 Additional construction services 40 1344 1000 1344 1344 1000 976 160_ _ 120_ 40'x m 40 0. 7408. 316,370 3.2 Coordinate materials testis 0 0 0 0 0 0 0 0 0 0 0 0 01, 0 Reimbursable - H W A Materials Testing allowance — -- - —. . - _ - --- _ ._- Reimbursable - Mileage Reimbursable - Miscellaneous field expenses 436,6.54 31,194 $ 784,217.96 0 0$ - -- $ 25 000.00 $ 4,000.00 $ 1,000.00 Task Total 40 1344 1000 1344 1344 1000 976 160 120 40 40 0 7,408 316,370 ; 436,654 31,194 $ 814 217.96 Work Element 4 - Closeout/Record Drawing Services 4.1 No changes this task. 0 0 0 0 $ Task Total 0 0 0 0 0 0 0 0 0 0 0 1 0 $ Work Element 5 - Centu Link Design Revisions 5.1 Centur Link Design Revisions 4 8 0 0 0 0 27 4 40 0 0 I 1 84 3,317. 3,910 995 $ 8,222.18 Task Total 4 8 0 00 0 27 4 40 0 0 1 84 1 3,317 3,910 995 $ 8,222.18 Work Element 6 - Lakehaven Design Revisions 6.1 Lakehaven On-call design revisions 8 0 0 0 0 0 0 100 60 0 32 4 204 8,451 9,9621 2,5351 $ 20,948.83 Task Total 8 0 0 0 0 0 0 100 60 0 32 4 204 8,451 9,962 1 2,535 1 $ 20,948.83 Work Element 7 - Survey vault check 7.1 Survey existing vaults and provide data 8 0 0 0 0 0 0 12 12 16 24 4 76 3,5481 4,1831 1,0651 $ 8,795.77 Task Total 8 0 0 0 0 0 0 12 12 16 24 4 76 3,548 4,183 1,065 1 $ 8,795.77 TOTAL HOURS AND TOTAL ESTIMATED FEE 86 1352 1000 1344 1344 1000 1003 276 232 56 96 35 7824 334469 458549 36063 $ 859,080.77 City of Federal Way Page 1 of 1 KPG PHS HO Lanes Ph V 1012312017 Awlklk TrKington State P o nsent of Transportation April 10, 2017 KPG, Inc. 3131 Elliott Avenue, Suite 400 Seattle, WA 98121 Transportation Building 310 Maple Park Avenue S. E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 T1Y.1-800-833-6388 www.wsdot.wa.gov Subject: Acceptance FYE 2016 ICR — Risk Assessment Review Dear Ms. Susan Rowe: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2016 ICR of 138.02%. This rate is applicable to Washington Local Agency Contracts only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates @ wsdot. wa.aov. Regards; r , Jonson, Erik cosign ERIK K. JONSON Manager, Consultant Services Office EKJ:kms Acceptance ICR Risk Assessment Review KPG, P.S. STATEMENT OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD FOR THE YEAR ENDED DECEMBER 31, 2016 Facilities Capital Cost of Money (FCCM) Percent of Direct Labor Total Indirect Costs and FCCM Percent of Direct Labor See accompanying auditors' report and notes. 3 $ 29, 934 0.63% Financial Stmt Unallowable Total Description Expense Costs FAR Ref Proposed Direct labor $ 4,788,788 $ - $ 4,788,788 INDIRECT COSTS Fringe Benefits: Vacation, sick, and holiday $ 903,396 $ - $ 903,396 Incentive compensation 147,724 - 147,724 401(k) plan 159,704 - 159, 704 Employee group insurance 594,866 (16,599) (1) 578,267 Payroll taxes " 659,346 (555) (11) 658,791 Workers compensation 20,233 - 20,233 Other employee benefits 106,769 (86,938) (3),(4) 19,831 Total Fringe Senefts - $ 2,592,038 $ (104,092) $ 2,487,946 General Overhead: Indirect labor "'' $ 1,814,994 $ (7,254) (5) $ 1,807,740 Indirect labor (field) 148,781 148,781 Advertising 9,292 (8,268) (5) 1,024 Automobile _*-'-.. 38,669 - 38,669 Bank fees and processing charges 1,690 - 1,690 Computer supplies, r; 337,029 (7,535) (9) 329,494 Contributions 500 (500) (6) - Depreciation and amortization �. , , 225,605 - 225, 605 Dues and professional licenses 22,793 (1,251) (7) 21,542 Entertainment 4,701 (4,701) (4) - Fines and penalties 4,433 (4,433) (8) Insurance 129,911 (16,022) (9) 113,889 Interest 286,896 (266,896) (10) - Leased equipment, 1�2,511 s. - 2,511 - Meals expense _: 14,043 (8,690) (2),(4),(5),(15) 5,353 - Office supplies and postage 199,620 (1,580) (3),(4),(8) 198,040 Professional services 80,252 (4,150) (12) 76,102 Recruitment 1,766 - 1,766 Rent ,- 605,076 (129,258) (14) 475,818 Repairs and,meinter►ance 165,524 (38,573) (9) 126,951 Seminars and professional education 23,666 - 23,666 Supplies 28,160 - 28,160 ' Taxes and licenses 267,492 (1,077) (B) 266,415 Telecommunications 113,734 (8) (8) 113,726 Travel 121,565 (1,218) (5),(13) 120,347 Recovery (35,506) - (35,506) Total General Overhead $ 4,593,197 $ (501,414) $ 4,091,783 Total Indirect Costs $ 7,185,235 $ (605,506) $ 6,579,729 � Percent of Direct Labor t37.40% Facilities Capital Cost of Money (FCCM) Percent of Direct Labor Total Indirect Costs and FCCM Percent of Direct Labor See accompanying auditors' report and notes. 3 $ 29, 934 0.63% KPG, P.S. DESCRIPTION OF FAR REFERENCES AND AUDIT ADJUSTMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (1) 31.205-19 (e) (2) (v) insurance and indemnification - Costs of insurance on the lives of officers that does not represent additional compensation and the company is the beneficiary of the policy is unallowable. (2) 31.201-2 (d) Determining allowability - Lack of supporting documentation to demonstrate that costs have been incurred are unallowable. (3) 31.205-13 (b) Employee morale, health, welfare, food service, and dormitory costs and credits - Costs of gifts are unallowable. (4) 31.205-14 Entertainment costs - Costs of amusement, diversions, social activities, and any directly associated costs such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities are unallowable. (5) 31.205-1 (f) Public relations and advertising costs - Public relations and advertising costs designed to call favorable attention to the contractor and its activities is unallowable. (6) 31.205-8 Contributions or donations -Contributions or donations are unallowable. (7) 31.205-22 (a) (1) Lobbying and political activity costs - Costs associated with attempts to influence the outcomes of any Federal, State, or local election, referendum, initiative, or similar procedure, through in kind or cash contributions, endorsements, publicity, or similar activities are unallowable. (6) 31.205-15 Fines, penalties, and mischarging costs - Fine, penalties, and late fees are unallowable_ (9) 31.201-2 (c) Determining allowability - When contractor accounting practices are inconsistent with this Subpart 31.2, costs resulting from such inconsistent practices in excess of the amount that would have resulted from using practices consistent with this subpart are unallowable. (10) 31.205-20 Interest and other financial costs - Interest on borrowings (however represented) are unallowable, (11) 31.201-6 (a) Accounting for unalfowabfe costs - When an unallowable cost is incurred, its directly associated costs are also unallowable. (12) 31.201-3 (b) (1) - Determining reasonableness - Costs generally not recognized as ordinary and necessary for the conduct of business are unallowable. (13) 31.20546 (a) 2 Travel costs - Costs that exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations are unallowable. (14) 31.205-36 (3) Rental costs - Charges in the nature of rent for property between organizations under common control that exceed the normal costs of ownership are unallowable. (15) 31.205-51 - Costs of alcoholic beverages - Costs of alcoholic beverages are unallowable_ Certification of Final Indirect Costs Firm Name: KPG, Inc. Indirect Cost Rate Proposal: 138.02% Date of Proposal Preparation (mm/dd/yyyy): 03/17/2017 Fiscal Period Covered (mm/dd/yyyy to mm/dd/yyyy): 01/01/2016 to 12131/16 1, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief. - 1.) All costs included in this proposal to establish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and indirect cost rates have been disclosed. Signature: Name of Certifying Official* (Print): Nelson Davis Title: President Date of Certification (mm/dd/yyyy): 03/17/2017 *The "Certifying Official" must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on line at: http://www.fhwe.dot.govAecisre-gs/directivesiorders/44701a.htm O/H Certification; Nov 2010 RETURN TO: MERCEDES EXT: 2701 mt�2q L5 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: 2. ORIGINATING STAFF PERSON: EXT: ?'77 � v" 3. DATE REQ. BY:X5A0 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 19 PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT rA PROFESSIONAL SERVICE AGREEMENT Cl MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER L-0 C A L' CN�t I� f }QrY�Iid� S/t� �'/ •�, �� 5. PROJECT NAME: in ti 7 W P Q�` 1z'iv Y � V" 6. NAME OF CONTRA ADDRESS: E-MAIL: h P) e t V SIGNATURE NAME: r 6, P, S. TELEPHONE: 2-0 E 2 G 7- /CS1 2 FAX: n TITLE: 7. EXHIBITS AND ATTACHMENTS:'`, SCOPE, WORK OR SERVICES �L COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #-d) & BL, EXP. 12/31/ UBI # 8. TERM: COMMENCEMENT DATE:up o V IF°' iL L^'f% i✓` COMPLETION DATE: 9. TOTAL COMPENSATION: $ / 4� �Ci �_ �Ci (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 1?kYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT:$_ �� II) 0 1 n 0 IS SALES TAX OWED: ❑ YES �l NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY II PURCHASING: PLEASE CHARGE TO: 3 0 6_ 4"-^ 0 I S S c J_ 3 d Y` l 10. DOCUMENT/ CONTRACT REVIEW 6 PROJECT MANAGER f DIVISION MANAGER Z$ DEPUTY DIRECTOR Cab DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) $115 %L LAW DEPT g(llp 11. COUNCIL APPROVAL (IF APPLICABLE) lLL7tfi1//i�� COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 3j, Mao. /SENT TO VENDOR/CONTRACTOR DATE SENT: Q ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG # Q SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: T....... ....... 11 /lr. r� rr • r n INITIAL / DATE SIGNED itiffiff 01��>:1G� AG ire INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: u 'M ap 1/15 Local Agency A&aE Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: AG 16- Firm/Organization Legal Name (do not use dba's): KPG, P.S. Address 3131 Elliott Ave., Suite 400, Seattle, WA 98121 UBI Number 601248468 Execution Date 1099 Form Required ❑ Yes ❑✓ No Project Title Federal Aid Number STPUL-0099(216) Federal TIN or SSN Number 91-1477622 Completion Date December 31, 2018 Federal Participation ❑i Yes ❑ No Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Description of Work Pacific Highway South HOV Lanes Phase V City of Federal Way Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Project (hereinafter called "Project"). These services will include design support, project management, documentation control, inspection, materials testing, public involvement, and contract administration during the construction of the project, as detailed below. KPG ("Consultant") will provide to the City of Federal Way ("City") construction management services for the project. ❑ Yes ❑i No DBE Participation ❑ Yes 0 No MBE Participation ❑ Yes Q No WBE Participation ❑ Yes Q No SBE Participation Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Total Amount Authorized: $1,870,782.96 Management Reserve Fund: Maximum Amount Payable: $1,870,782.96 Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub -consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 3/11/2016 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the CITY OF FEDERAL WAY , hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub -consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: AG 16- ! (� Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 2/11/2016 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY. Name: John Mulkey, P.E. Agency: City of Federal Way Address: 3325 8th Avenue S City: Federal Way State: WA Zip: 98003 Email: john.mulkey@cityoffederalway.xom Phone: 253-835-2722 Facsimile: 253-835-2709 IV. Time for Beginning and Completion If to CONSULTANT: Name: Nelson, Davis, P.E. Agency: KPG, P.S. Address: 3131 Elliott Ave., Suite 400 City: Seattle State: WA Zip: 98121 Email: nelson@kpg.com Phone: (206) 267-1052 Facsimile: (206) 286-1639 The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 3/11/2016 Agreement Number: AG 16- 11 b Page 3 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and `B" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub -consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 311112016 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 311112016 D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub -Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub -consultant, any contract or any other relationship. Compensation for this sub -consultant SERVICES shall be based on the cost factors shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub -consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non -salary costs and fixed fee costs for the sub -consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub -consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub -recipient, or sub -consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: AG 16- i Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 3/11/2016 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 311112016 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: AG 16- 11 I Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 3/11/2016 XII. Legal Relations The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or vendors, of any tier, or any other persons for ui%iom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 311112016 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: John Mulkey, P.E. Agency: City of Federal Way Address: 33325 8th Avenue S City: Federal Way State: WA Zip: 98003 Email: john.mulkey@cityoffederalway.com Phone: (253) 835-2722 Facsimile: (253) 835-2709 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: AG 16- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 211112016 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: AG 16- 114 Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 3/11/2016 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority 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 a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: AG 16-' l Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 311112016 Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub -consultant of any AGENCY communication regarding disclosure that may include a sub -consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub -consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub -consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub -consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub -consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: AG 16 - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 311112016 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub -consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub -consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Signature (:2�� Si e cel Iu1-Z.,) I6 Date O Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: AG 16- I Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 3/11/2016 Page 14 of 14 See Scope of Work prepared by KPG, P.S., attached as Exhibit A. WSDOT Form 140-089 EF Exhibit A Revised 10/30/2014 ExhibitA Scope of Work Project No. AG 16 - Agreement Number: AG 16- 11 q Page 1 of 1 EXHIBIT A Construction Management Services Scope of Work August 11, 2016 Pacific Highway South HOV Lanes Phase V (S 340th Street to S 3591h Street) Federal Aid Number: STPUL 0099(126) This work will provide construction management services for the construction contract to complete the City of Federal Way Pacific Highway South HOV Lanes Phase V (S 3401h Street to S 359th Street) Project (hereinafter called "Project"). These services will include design support, project management, documentation control, inspection, materials testing, public involvement, and contract administration during the construction of the project, as detailed below. KPG ("Consultant") will provide to the City of Federal Way ("City") construction management services ("CM") for the project. A detailed scope for the Contract follows: I. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined below. General Assumptions: • The proposed project team will include one part-time project manager, one full-time resident engineer, one full time documentation control specialist, a part-time project/office engineer during construction activities, two full-time inspectors during construction activities when unit price work is being performed, sub -consultants to provide services for materials testing, and other supporting tasks as deemed necessary. It is anticipated that full-time site observation will be required for the entire duration of construction. • The level of service is based on project duration of approximately 16.6 months, or 350 working days. • It is anticipated that the City will enter into an agreement with WSDOT Materials Lab for the development of the Record of Materials (ROM). This scope of services provides the management of the ROM and scheduling of required materials testing respectively. • It is anticipated that the City will review and execute the insurance, bonds, and the Construction Contract. • It is anticipated that all Community Outreach will be completed by the City.. City of Federal Way Page 1 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 811112016 EXHIBIT A • The design engineers from KPG will be available during construction to answer questions during construction and review RAMs, shop drawings, and answer RFls. The engineer of record will be available to provide background information on the design should it be necessary. • Services will be performed in accordance with the Contract plans & special provisions, WSDOT Local Agency Guidelines ("LAG"), the WSDOT Construction Manual, and City of Federal Way engineering standards. • The franchised utilities will provide field inspection for all work surrounding the construction or relocation of their utility systems not constructed by the City's Contractor, if necessary. • City/Field Office: The Contractor will provide a field office as required by the contract documents. The Consultant's field staff shall have access to the field office. II. SCOPE OF WORK The objective and purpose of this Construction Management Services Agreement is for the Consultant to successfully deliver the construction of the Project to the City by ensuring that the improvements are constructed in accordance with the approved Plans and Specifications, as may be amended or revised, that all of the required Project documentation is accounted for, and ultimately that the City receives a successful review by WSDOT Local Programs at the end of the Project. TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION Provide overall project management, coordination with the City, monthly progress reports, and invoicing. This effort will include the following elements. • Organize and layout work for project staff. Prepare project instructions on contract administration procedures to be used during construction. • Review monthly expenditures and CM team scope activities. Prepare and submit project progress letters to the City along with invoices describing CM services provided each month. Prepare and submit reporting required by funding source(s), if any. Deliverables • Monthly invoices and progress reports TASK 2 — PRECONSTRUCTION SERVICES 2.1 Preconstruction Conference: The Consultant will prepare an agenda for, distribute notices of, and conduct a preconstruction conference in the City's offices. The Consultant's project manager, resident engineer, inspector, and document control specialist will attend the City of Federal Way Page 2 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A preconstruction conference. The Consultant will prepare a written record of the meeting and distribute copies of the minutes to all attendees and affected agencies, staff, etc. At the Pre -construction conference, the Consultant shall facilitate discussions with the Contractor concerning the plans, specifications, schedules, issues with utilities, unusual conditions, Federal, State, and local requirements, EEO, DBE and training requirements, and any other items that will result in better project understanding among the parties involved. 2.2 Preconstruction Review: The Consultant shall conduct a complete plan and specification review of the Contract Documents. The resident engineer and lead inspector will conduct a complete review of the contract documents in the field. 2.3 Partnering Session: The Consultant design lead, resident engineer, and lead inspector (at a minimum) shall participate in a partnering workshop arranged and facilitated by the City. Deliverables • Preconstruction conference agenda with meeting minutes • Preconstruction photos TASK 3 — CONSTRUCTION SERVICES - FIELD 3.1 The Consultant shall provide the services of a full time resident engineer (8 hours a day) during construction activities, two full time inspectors, a part time inspector/office engineer to be used in the field as needed, and other tasks necessary to monitor the progress of the work. Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City: Field inspection staff will perform the following duties as a matter of their daily activities: i. Observe technical conduct of the construction, including providing day-to-day contact with construction contractor, City, utilities, and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the Standard Specifications. ii. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the City of any non -conforming work observed during site visits. iii. Document all material delivered to the job site in accordance with the LAG Manual. iv. Prepare daily inspection reports, recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. All daily inspection reports will adhere to WSDOT Local Agency Guidelines. V. Interpret Contract Documents in coordination with City and KPG. vi. Resolve questions which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. City of Federal Way Page 3 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A vii. Establish communications with adjacent property owners. Respond to questions from property owners and the general public. viii. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. ix. Prepare field records and documents to help assure the Project is administered in accordance with funding agency requirements. X. Collect and calculate delivery tickets and scaleman's daily reports of aggregate. All tickets will be initialed with correct bid item and stationing identified (Construction Manual 10- 2). A. Attend and actively participate in regular on-site weekly construction meetings. xii. Take periodic digital photographs during the course of construction, and record locations. xiii. Coordinate with the City's traffic operations and maintenance personnel. xiv. Conduct wage rate interviews, DBE interviews and Training Interviews in accordance with the LAG Manual. XV. Punch list. Upon substantial completion of work, coordinate with the Client and affected agencies, to prepare a'punch list' of items to be completed or corrected. Coordinate final inspection with those agencies. xvi. Audits: Provide oversight during audits performed by WSDOT Local Programs and others. Assumptions: • Consultant will provide observation services for the days/hours that the contractor's personnel are on-site. • The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not they are performing the work in accordance with the Contract Documents; in case of noncompliance, Consultant will reject non -conforming work, and pursue the other remedies in the interests of the City, as detailed in the Contract Documents. The Consultant cannot guarantee the construction contractor's performance, and it is understood that Consultant shall assume no responsibility for: proper construction means, methods, techniques; project site safety, safety precautions or programs; or for the failure of any other entity to perform its work in accordance with laws, contracts, regulations, or City's expectations. 3.2 Materials Testing: Coordinate the work of the materials testing technicians and testing laboratories in the observation and testing of materials used in the construction; document and evaluate results of testing; and address deficiencies. Frequency of testing shall be as prescribed in the WSDOT Construction Manual and LAG manual. Materials testing will be performed by a Sub -consultant. The Sub -consultant will meet qualified tester requirements as identified in WSDOT LAG 52.3.32 for projects on NHS highway systems Assumptions • It is assumed that materials that require fabrication inspection per WSDOT LAG 52.3.32 will be conducted by WSDOT through a contract with the City. Materials that fall within this category include: Illumination poles, structural precast concrete items, and signs. City of Federal Way Page 4 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A 3.3 Substantial Completion: Upon substantial completion of work, coordinate with the City and other affected agencies, to perform a project inspection and develop a comprehensive list of deficiencies or'punchlist' of items to be completed. A punchlist and Certificate of Substantial Completion will be prepared by the Consultant and issued by the City. Deliverables • Daily Construction Reports with project photos — submitted on a weekly basis • Punch List, Certificate of Substantial Completion • Review test reports for compliance TASK 4 — CONSTRUCTION SERVICES — OFFICE 4.1 Document Control. The Consultant shall provide the services of a full time document control specialist, a parttime office administrator, and a part time inspector/ office engineer to be used in the office as needed. Original documentation will be housed at the construction field office, and filed in accordance with standard filing protocol to meet WSDOT Highways & Local Program Requirements. A copy of working files will be maintained in the field office. Document Control also consists of preparing Final Project Reports for the City for WSDOT and FHWA acceptance and includes: ■ Final Estimate (Approving Authority File) ■ Comparison of Preliminary and Final Quantities (Approving Authority File) ■ Final Records as identified in WSDOT LAG (Approving Authority File) ■ Record of Material Samples and Tests ■ Materials Certification ■ Affidavit of Wages Paid ■ Release for the Protection of Property Owners and General Contractor ■ DOT Form 422-102 EF, Quarterly Report of Amounts Credited as DBE Participation ■ Property owner and environmental commitment file 4.2 Project Coordination: Liaison with City, construction contractor, engineer, utilities and property owners on a regular basis to discuss project issues and status. 4.3 Plan Interpretations: Provide technical interpretations of the drawings, specifications, and contract documents, and evaluate requested deviations from the approved design or specifications. Coordinate with City for resolution of issues involving scope, schedule, and/or budget changes. 4.4 Weekly Meetings: Lead weekly meetings, including preparation of agenda, meeting minutes, and distribution of minutes to attendees. Outstanding issues to be tracked on a weekly basis. 4.5 Initial Schedule Review: Perform detailed schedule review of contractor provided CPM for conformance with the contract documents. 4.6 Lump Sum Breakdown: Evaluate construction contractor's Schedule of Values for lump sum items. Review the Contract Price allocations and verify that such allocations are made in City of Federal Way Page 5 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A accordance with the requirements of the Contract Documents. Lump Sum Breakdowns for payment each month will be calculated with detailed data per WSDOT LAG Requirements. 4.7 Monthly Pay Requests: Prepare monthly requests for payment, review with the City, contractor, and approve as permitted. Utilize City provided format for pay estimates, or Consultant format. 4.8 Monthly Schedule Review: At the monthly cutoff, review contractor's updated schedule and compare with field -observed progress, as described in Section 1-08 of the Special Provisions. In addition, perform schedule analysis on contractor provided CPM updates and review schedule for delays and impacts. Coordinate with Contractor in the development of recovery schedules, as needed, to address delays caused by either events or issues within the Contractor's control or other events or issues beyond the Contractor's control. 4.9 Certified Payroll: Process and track all certified payroll per WSDOT Highways & Local Program Requirements. This includes verifying the initial payroll for compliance and 10% of all payrolls submitted thereafter. Tracking payroll each week. Payroll and payroll logs will adhere to WSDOT LAG requirements. 4.10 Weekly Statement of Working Days: Prepare and issue weekly statement of working day report each week. 4.11 WSDOT & FHWA Reporting: Prepare and track all necessary reports per WSDOT Highways & Local Program Requirements. This will include DBE condition of award tracking throughout the project. DBE Reporting. EEO reporting. Training Goal tracking via certified payroll. DBE on site reviews. Training Questionnaires. Periodically meet with WSDOT Highways and Local Programs staff as requested to review project status. 4.12 Subcontractor Documentation: Process/approve all required subcontractor documentation per WSDOT Highways & Local Program Requirements. Request to Sublets will be verified and logged. Certification for Federal Aid will be obtained from all subcontractors. This includes checking System Award Management System ("SAMS"), verifying OM/WBE, verifying business licensing, reviewing insurance documentation, verifying city business licensing, Intent to Pay Prevailing Wage and Affidavit of Wages Paid. All subcontractor documentation will be logged into WSDOT's subcontractor logs. 4.13 Cost Projections: Prepare up to four cost projections for the project. Projections to be based on the current amount paid to date, pending change orders, quantity projections, and other information. A memo to file at substantial completion will be written outlining all of the over/under-run in accordance with the WSDOT LAG and CM Manual. 4.14 Record Drawings: Review record drawings prepared by the Contractor and Utilities, and prepare a conformed set of project record drawings based on Contractor provided information and from inspection notes. Record drawings to be verified on a monthly basis, as part of the progress payment to the Contractor. Upon project completion, contractor provided markups will be verified for completeness and supplemented with inspection information. The City of Federal Way Page 6 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A Consultant will incorporate contractor survey, contractor red line plans, and inspector red line plans into a final AutoCAD set of Record Drawings. 4.15 Audit Oversight: Provide oversight, with City staff, during audits performed by WSDOT Local Programs and others and make corrections to project documentation as needed. The Consultant will perform a CSA/QC review of the documents with the City project manager at 15%, 50%, 70%, and 100% project completion. 4.16 Physical Completion Letter: Following completion of all punchlist work, prepare physical completion letter to the contractor and WSDOT, and recommend that City and/or Utilities accept the project. 4.17 Project Closeout: Transfer all project documents to the City for permanent storage. A thumb drive or CD will be provided with all electronic documents and pictures. 4.18 Environmental Permitting: The Consultant will review the Contractor's SWPPP and Construction Stormwater General Permit monitoring plan prepared by the Contractor. The Contractor shall be responsible for implementation and permit compliance. TASK 5 — SUBMITTAL/RFI PROCESSING 5.1 Submittals: Coordinate review process for shop drawings, samples, traffic control plans, test reports, and other submittals from the Contractor for compliance with the contract documents. Key submittals to be transmitted to the City for their review and approval. Submittals shall be logged and tracked. 5.2 Request for Information ("RFI"): Review and respond to RFIs. RFls shall be logged and tracked. 5.3 Record of Materials ("ROM"): Utilize ROM prepared by WSDOT Material Lab and update based on Special Provisions and Plans for use on the project, based on the contract specifications and WSDOT/LAG requirements. Maintain the ROM according to WSDOT Highways & Local Program Requirements. The ROM will track all of the materials delivered to the site including manufacturer/supplier, approved RAMs, QPL items, material compliance documentation, and all other required documentation. Deliverables • Submittal log • RFI Log • Completed Record of Material for Material Certification TASK 6 — CHANGE MANAGEMENT All change orders must be authorized by the City prior to issuance to the Contractor. 6.1 Case Log: Develop and maintain a case log that includes change orders, RFPs, Field Work Directives per Highway & Local Programs Guidelines 6.2 Change Orders: Develop change orders per Highway & Local Programs Guidelines, provide technical assistance to negotiate change orders, and assist in resolution of disputes that may City of Federal Way Page 7 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A occur during the course of the project. Each change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Change order • Independent Cost Estimate • Time Impact Analysis • Contractor's Pricing • Verbal Approval Memo • Change Order Checklist (LAG Manual) • Change Order Request Form • Back up documentation 6.3 Field Work Directives: Prepare field work directives as necessary to keep the contractor on schedule. 6.4 Minor Change Orders: Develop minor change orders per WSDOT Highways & Local Program Requirements. Each minor change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Independent Cost Estimate • Verbal Approval Memo • Back up documentation 6.5 Force Account: Track contractor force account labor, equipment, and materials. Provide payment according to WSDOT requirements. All force account calculations will be verified by the engineer and double checked by the documentation specialist per WSDOT LAG Manual. Deliverables • Change Order(s) • Case Management Log • RFI Log Minor Change Order(s) • Force Account Records TASK 7 — ADDITIONAL SERVICES Additional services requested by the City, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day to day basis by the inspector and resident engineer as described in task 3.1— vii), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. City of Federal Way Page 8 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 EXHIBIT A At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 9 of 9 KPG Construction Management Services Project Number 13022 Scope of Work 8/11/2016 Exhibit B DBE Participation Not Applicable Agreement Number: AG 16 - WSDOT Form 140-089 EF Exhibit B Revised 10/20/2014 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data Survey data shall be provided as part of the Computer Aided Drafting file submittals. Individual topographic survey points shall be included as part of the files. B. Roadway Design Files Any revisions to the Roadway Design Files shall be provided as part of the Computer Aided Drafting file submittals, along with any other design files prepared by the Consultant. C. Computer Aided Drafting Files Project design was prepared using AutoCAD 2013 which will be maintained through construction phase. Final record drawings may be updated to current version at that time if compatible. Agreement Number: AG 16- WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 101a012014 D. Specify the Agency's Right to Review Product with the Consultant The Agency reserves the right to review the Consultant work product at any time during the project. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic versions of deliverables (reports, plans, contract documents, etc.) shall be provided to the City (in PDF formats as well as in editable electronic formats) as completed or at the completion of work per the Scope of Work. F. Specify What Agency Furnished Services and Information Is to Be Provided The agency will not provide any electronic data for this project. Agreement Number: AG 16-< WSDOT Form 140-089 EF Exhibit C Revised 1013012014 Page 2 of 4 II. Any Other Electronic Files to Be Provided Electronic deliverables include digital photos (.jpg), Microsoft Project schedules (.mpp), scanned, or electronic documents (.pdf, .doc, .xls, etc.) III. Methods to Electronically Exchange Data Data is to be transferred by email, CD, or FTP site(s). WSDOT Form 140-089 EF Exhibit C Revised 10/30/2014 Page 3 of 4 A. Agency Software Suite The City of Federal Way software suite is Microsoft Office 2010. The City of Federal Way operating system is Windows 7. B. Electronic Messaging System The City of Federal Way email software is Microsoft Outlook 2010. C. File Transfers Format See previous sections. WSDOT Form 140-089 EF Exhibit C Revised 1013012014 Page 4 of 4 Exhibit D Prime Consultant Cost Computations See the following attached documents: Consultant Fee Determination - Summary Sheet - Exhibit D Pacific Highway South HOV Lanes phase V (S 340th Street to S 359th Street) - Cost Breakdown - Exhibit D Indirect Cost Rate Certification Agreement Number: AG 16- I WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 1013012014 Exhibit D Consultant Fee Determination Project Name: City of Federal Way Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Project Contract Administration Services and Services During Construction Consultant: KPG COST PLUS FIXED FEE Classification Hours Est. Rate Cost Project Manager 348 $75.00 $ 26,100 Resident Engineer 3,072 $60.00 $ 184,320 Project Engineer 336 $55.00 $ 18,480 Design Engineer 288 $43.00 $ 12,384 CAD Technician 132 $36.00 $ 4,752 Construction Inspector 3,360 $43.00 $ 144,480 Doc Control/ Insepctor 2,376 $32.00 $ 76,032 Construction Inspector/OE 2,940 $37.00 $ 108,780 Survey Crew 36 $70.00 $ 2,520 Document Specialist 2,784 $40.00 $ 111,360 Office Admin 156 $32.00 $ 4,992 Total Direct Salary Cost (DSC) $694,200 Overhead (117.88% x DSC) $818,322.96 Fixed Fee (30% x DSC) $208,260.00 Subtotal: $1,720,782.96 REIMBURSABLES Management Reserve $0 Miscellaneous - Mileage, Repro, Field Supplies $25,000 Subtotal: $25,000 SUBCONSULTANT COSTS Material Testing Allowance $100,000 Subconsultant Support Allowance (Geotech, Structural, etc) $25,000 Subtotal: $125,000 TOTAL $ 1,870,782.96 HOUR ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes Phase V (S 340th Street to S 359th Street) Project Construction Services EXHIBIT D Project Resident Projad DesignI CAD Cantil Const Inspeev Const instrl Survey Document C)(Fice Task Desceipifon Manager Engineer Engineer Engineer 'Tedinldan Inspector Doc Control Dtfrre Eng; Grew Speclallal Admin 1 - Management, Coordination, Administration (Estimated duration apprax 78 weeks) _ Weekly level of effort by Classification 2 0 0 0 G 0 0 0--- 0- Preconstruction Budget Estimate 156 0 0 0 0 0 0 0 0 0 156 1 S 41.376.13 2 - Preconstmctinn Services (Estimabd duration 3 wanks) 3 - Construction Services (Estimated dumflan 72 weeks} Weeky level of effort by Classification 2 40 4 4 1 44 32 40 0.5 36 0 Construction Period Budget Estimate 144 2880 288 288 72 3168 2304 2890 36 2592 0 15 1,579,312-89 4 - Closeorst(Reccrd DwZ Services (Estimated duration 3 weeks) Weaky Level of atYbrt by Classlfrc ation 8 40 8 0 20 40 0 0 0 40 0 CIo L t 1 Record Dw$ Budget Estimete 24 120 24 0 60 120 0 0 0 120 0 S 55,624.27 Sobtobd -Labor - I 'W I 3072 336 288 132 3360 2376 2940 36 2784 156 S 1,720.74088 Reimburs_ables & Subconsultants Material Testing Allowance $ Management Reserve $ SubconsulfantSupport Allowance $ Miscellaneous - Mileage, Repro, Field Supplies $ 100,000.00 - 25,000.00 25,000.00 Subtotal • Relmbursables 3 150.000-00 T#al Prejud Budget $ 1.870,792.98 6/12/2016 EXHIBIT D ,1=11► Washington State wo Department of Transportation Lynn Peterson Secretary of Transportation June 9, 2016 KPG, Inc. 753 91h Avenue N Seattle, WA 98109 Transportation Building 310 Maple Park Avenue S,E. P,O, Box 47300 Olympia, WA 98504-7300 360-705-7000 TTY. 1-800-833-6388 www.wsdot.wa.gov Subject: Acceptance FYE 2015 ICR — Risk Assessment Review Dear Ms. Susan Rowe: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2015 ICR of 117.88%. This ICR acceptance is in accordance with 23 CFR 172.7 and must be updated on an annual basis, This rate may be subject to additional review if considered necessary by WSDOT and will be applicable for: ❑ WSDOT Agreements ® Local Agency Contracts in Washington State only Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7104 or via email cotisultacitratesf(i%ysdt2t.tvL_szc)v. Regards; F til,, K. JONSON Manager, Consultant Services Office EKJ:kms Acceptance ICR Risk Assessment Review EXHIBIT D KPG, P.S. STATEMENT OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD FOR THE YEAR ENDED DECEMBER 31, 2015 Financial Stmt Unallowable Total Description Expense Costs FAR Ref Proposed Direct Labor $ 4,544,146 $ $ 4,544,146 INDIRECT COSTS 107,389 (5) 9,010 Fringe Benefits: 1,351 2,192 Vacation, sick, and holiday $ 745,361 $ (9) Incentive compensation (7) 155,071 (4) - 401(k) plan - 138,545 124,884 (10) Employee group insurance (4),(5),(6),(15) 551,778 (4),(12) (16,040) Payroll taxes 67,772 616,973 524 (1,014) Workers compensation (2) 23,428 (12) 19,214 Other employee benefits 21,126 93,165 284,986 (83,185) Total Fringe Benefits $ 2,324,321 $ (100.239) $ 3,116,372 General Overhead: 117.52% Indirect labor $ 1,439,756 $ (14,208) Indirect labor (field) 107,389 Advertising 20,793 (11,783) Automobile 48,273 Bank fees and processing charges 1,351 Bid and proposal expense 2,192 - Computer supplies 319,887 (17,307) Contributions 1,965 (1,965) Depreciation and amortization 129,593 1,242 Dues and professional licenses 19,247 (2,797) Entertainment 3,055 (3,055) Fines and penalties 2,016 (2,016) Insurance 87,038 37,846 Interest 257,588 (257,588) Meals expense 15,455 (12,649) Office supplies and postage 63,011 (91) Professional senAces 81,220 (13,448) Recruitment 524 Rent 507,882 (273,644) Repairs and maintenance 94,954 (560) Seminars and professional education 19,329 (115) Supplies 21,126 - Taxes and licenses 264,986 Telecommunications 134,556 (2,228) Travel 33,568 (914) Recovery (5,102) - Total General Overhead $ 3,691,652 $ (575,280 Total Indirect Costs $ 6,015,973 $ (675,519) Percent of Direct Labor Facilities Capital Cost of Money (FCCM) Percent of Direct Labor Total Indirect Costs and FCCM Percent of Direct Labor See accompanying auditors' report and notes. 3 $ 745,361 155,071 138,545 (1) 535,738 (11) 615.959 23,428 (3),(4) 9,980 $ 2,224,082 (5),(13) $ 1,425,548 $ 16,329 0.36% 117.88% 107,389 (5) 9,010 48,273 1,351 2,192 (9) 302,580 (6) _ (9) 130,835 (7) 16,450 (4) - (8) - (9) 124,884 (10) _ (4),(5),(6),(15) 2,806 (4),(12) 62,920 (12),(13) 67,772 524 (14) 234,238 (2) 94,394 (12) 19,214 21,126 284,986 (13) 132,328 (4),(5) 32,654 (5,102) $ 3,116,372 $ 5,340,454 117.52% $ 16,329 0.36% 117.88% EXHIBIT D KPG, P.S. DESCRIPTION OF FAR REFERENCES AND AUDIT ADJUSTMENTS FOR THE YEAR ENDED DECEMBER 31, 2015 (1) 31.205-19 (e) (2) (v) Insurance and indemnification - Costs of insurance on the lives of officers that does not represent additional compensation and the company is the beneficiary of the policy is unallowable. (2) 31.201-2 (d) Determining allowability - Lack of supporting documentation to demonstrate that costs have been incurred are unallowable. (3) 31.205-13 (b) Employee morale, health, welfare, food service, and dormitory costs and credits - Costs of gifts are unallowable. (4) 31.205-14 Entertainment costs - Costs of amusement, diversions, social activities, and any directly associated costs such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities are unallowable. (5) 31.205-1 (f) Public relations and advertising costs - Public relations and advertising costs designed to call favorable attention to the contractor and its activities is unallowable. (6) 31.205-8 Contributions or donations - Contributions or donations are unallowagle. (7) 31.205-22 (a) (1) Lobbying and political activity costs - Costs associated with attempts to influence the outcomes of any Federal, State, or local election, referendum, initiative, or similar procedure, through in kind or cash contributions, endorsements, publicity, or similar activities are unallowable. (8) 31.205-15 Fines, penalties, and mischarging costs - Fine, penalties, and late fees are unallowable. (9) 31.201-2 (c) Determining allowability -When contractor accounting practices are inconsistent with this Subpart 31.2, costs resulting from such inconsistent practices in excess of the amount that would have resulted from using practices consistent with this subpart are unallowable. (10) 31.205-20 Interest and other financial costs - Interest on borrowings (however represented) are unallowable. (11) 31.201-6 (a) Accounting for unallowable costs - When an unallowable cost is incurred, its directly associated costs are also unallowable. (12) 31.201-3 (b) (1) - Determining reasonableness - Costs generally not recognized as ordinary and necessary for the conduct of business are unallowable. (13) 31.205-27 (a) (2) Organization costs - All costs incurred in connection with planning or executing the organization or reorganization of the corporate structure of a business, including mergers and acquisitions, or raising capital are unallowable. (14) 31.205-36 (3) Rental costs - Charges in the nature of rent for property between organizations under common control that exceed the normal costs of ownership are unallowable. (15) 31.205-51 - Costs of alcoholic beverages - Costs of alcoholic beverages are unallowable 4 EXHIBIT D Contractor Cost Certification C"fication of Fina! Indirect Costs Firm Name: KPG Inc PS Indirect Cost Rate Proposal: 117.88 Date of Proposal Preparation (mm/dd/yyyy): 04107/2016 Fiscal Period Covered (mm/dd/yyyy to mm/dd/yyyy): 01/01/2015 to 12/31/2015 1, the undersigned, cert f& that 1 have reviewed the proposal to establish final Indirect cost rates ,for the fiscal period as spec?fled above and to the best of my knowledge and belief 1.) All costs included In this proposal to establish final indirect cost rates are allowable to accordance with the cosi principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR q(48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and indirect cost rates have been disclosed. Signatwe: Name of Certifying Official (Print): Nelson Davis Title: President Date of Certification (mm/dd/yyyy): 0512 11201 £ Exhibit E Sub -consultant Cost Computations Subconsultants used during the design phase of this project include: Landau Associates - Geotechnical Engineering Bright Engineering - Structural Engineering Although no specific scope of work has been identified for the construction phase of this project, the budget includes a $20,000 allowance for on call subconsultant support. Work may include submittal reviews, RFI responses, field visits / special inspections, or other services as required on an on call basis. HWA Geosciences Inc will perform material testing for the project in accordance with Section 3.2 of the Scope of Work contained in Exhibit A. A budget allowance of $100,000 is included for this work. Agreement Number: AG 16- 11 1 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 1013012014 Exhibit F Title Vl Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: AG 16- WSDOT Form 140-089 EF Exhibit F Revised 1012012014 Page 1 of 1 Exhibit G -1(a) Exhibit G -1(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Exhibit G Certification Documents Certification of Consultant Certification of City of Federal Way Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Number: 16- H WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Page 1 of 1 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KPG, P.S. whose address is 3131 Elliott Ave., Suite 400, Seattle, WA 98121 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Nelson Davis, President - KPG, P.S. Consultant (Firm Name) Signature (Authorized Official of Consultant) WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Date Agreement Number: 16- Page 1 of 1 Exhibit G -1(b) Certification of The City of Federal Way I hereby certify that I am the: ❑✓ Mayor, Jim Ferrell ❑ Other of the City of Federal Way , and KPG, P.S. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the WSDOT and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signa D Ye Agreement Number: 16- 1H U WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 1013012014 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Nelson Davis, President - KPG, P.S. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Agreement Number: 16- IN WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certify and disclose accordingly. Nelson Davis, President - KPG, P.S. Consultant (Firm Name) f Signature (Authorized Official of Consultant) WSDOT Form 140-089 EF Exhibit G Revised 10/30/2014 Date � I �'/2of I - Agreement Number: 16- 11 Page 1 of 1 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of Pacific Highway S HOV Lanes Phase V * are accurate, complete, and current as of Augst 11, 2016 **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Nelson Davis, President - KPG, P.S. Date of Execution***: S f i g) Zo t L *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) **Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG 16- 11 WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Page 1 of 1 President Signature Title Date of Execution***: S f i g) Zo t L *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) **Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: AG 16- 11 WSDOT Form 140-089 EF Exhibit G Revised 1013012014 Page 1 of 1 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. THIS EXHIBIT H IS NOT APPLICABLE WSDOT Form 140-089 EF Exhibit H Revised 1013012014 Agreement Number: AG 16 - Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: AG 16- WSDOT Form 140-089 EF Exhibit i Revised 10/30/2014 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. WSDOT Form 140-089 EF Exhibit 1 Revised 10/30/2014 Agreement Number: AG 16- 11 q Page 2 of 2 Exhibit J Consultant Claire Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: AG 16- 11 WSDOT Form 140-089 EF Exhibit J Revised 1013012014 Pagel of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: AG 16-' 3 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 1013012014