AG 17-048RETURN TO: PW ADMIN EXT: 2700
ID #: L 2:2_9
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS
;. ORIGINATING STAFF PERSON: NAVEEN CHANDRA ExT: 2729 3. DATE REQ. BY:2/25/2018
;. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT
D PROFESSIONAL SERVICE AGREEMENT
o GOODS AND SERVICE AGREEMENT
o REAL ESTATE DOCUMENT
o ORDINANCE
Er CONTRACT AMENDMENT (AG#):17-048
E(OTHER SUPPLEMENT #1
o SMALL OR LIMITED PUBLIC WORKS CONTRACT
o MAINTENANCE AGREEMENT
o HUMAN SERVICES / CDBG
o SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
o RESOLUTION
❑ INTERLOCAL
L PROJECT NAME: SOUTH 356TH STREET IMPROVEMENT PROJECT (PACIFIC HIGHWAY S TO ENCHANTED PARKWAY S)
i, NAME OF CONTRACTOR: EXELTECH CONSULTING, INC.
ADDRESS: 8729 COMMERCE PL DRIVE NE, LACEY WA 98516
E-MAIL: SANTOSH@XLTECH.COM
TELEPHONE: (360) 357-8289
FAX: (360) 357-8225
SIGNATURE NAME: SANTOSH J. KURUVILLA TITLE: PRESIDENT
EXHIBITS AND ATTACHMENTS: o SCOPE, WORK OR SERVICES ❑ COMPENSATION o INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # 17101165, EXP. IN RENEWAL UBt #60126552 , EXP. / /_
TERM: COMMENCEMENT DATE:3/23/2017 COMPLETION DATE:12/30/2018
i. TOTAL COMPENSATION: $0 SUPPLEMENT /$440,044.24 TOTAL(11k))
(INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE — ATTACH SCHEDULES OF EM YEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: DYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $0 SUPPLEMENT/$1,573.35 TOTAL
IS SALES TAX OWED: ❑ YES EINO IF YES, $ PAID BY: ❑ CONTRACTOR o CITY
RETAINAGE: RETAINAGE AMOUNT:
o.
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
o PURCHASING: PLEASE CHARGE To: 306-4400-157-595-30-650
DOCUMENT/ CONTRACT REVIEW INITIAL/ DATE REVIEWED
41 -PROJECT MANAGER
ZDIVISION MANAGER
E(DEPUTY DIRECTOR
,E1 DIRECTOR
o RISK MANAGEMENT (IF APPLICABLE)
. (LAW DEPT
)f0((g
INITIAL / DATE APPROVED
0. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE:
COUNCIL APPROVAL DATE:
1. CONTRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR DATE SENT: p� `p l E.—jail-L.,ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE , EXHIBITS
CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE SIGNED
Q3 -
DATE REC' D: 1 i D
NT
$ LAW DEPT
SIGNATOR -
A ❑ CITY CLERK
ASS IGNED AG #
pit) SIGNED COPY RETURNED
o RETURN ONE ORIGINAL
:OMMENTS:
XECUTE " 2 " ORIGINALS
AG#
DATE SENT: 03 N
i (R
6
1/7n1R
SUPPLEMENT NO. 1
CITY OF FEDERAL WAY
LOCAL AGENCY STANDARD CONSULTANT AGREEMENT
FOR
SOUTH 356TH STREET IMPROVEMENTS
(PACIFIC HIGHWAY SOUTH TO ENCHANTED PARKWAY SOUTH)
The local agency of the City of Federal Way desires to supplement the agreement entered into
with Exeltech Consulting, Inc. effective the 23rd day of March 2017, identified as Agreement No.
17-048. All provisions in the Agreement remain in effect except as expressly modified by this
supplement, "Supplement No. 1.'t
The changes to the Agreement are described as follows:
Section IV, Time for Beginning and Completion, shall be amended to extend the completion date
to December 30, 201
Signed this 9- day oft '7/17 , 2018.
EXELTECH CONSULTING, INC.
By:
Its:
IIII
S rli, la, PE, SE, PMP
President
8729 Commerce PI Drive NE
Lacey, WA 98516
(360) 357-8289
CITY OF FEDERAL WAY
Mayor
33325 8th Ave S
Federal Way, WA 98003
(253) 835-2401
APPROVED AS TO FORM:
'FO/ J. Ryan Call, City Attorney
K:\STREETS\PROJECTS\S356 (SR99 to SR161)\Construction \Construction Administration Contract-Exccltcch\Supplement tt 1\17-048 S 356th 99-161 Supplement No 1-21218.docx
RETURN TO: V tiv myyt-tru EXT: D
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS
ORIGINATING STAFF PERSON: NAVEEN CHANDRA EXT: 2729 3. DATE REQ. BY:3/13/17
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ / CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL
VOTHER LOCAL AGENCY A&E PROFESSIONAL SERVICES AGREEMENT
1. PROJECT NAME: SOUTH 356TH STREET IMPROVEMENT PROJECT (PACIFIC HIGHWAY S TO ENCHANTED PARKWAY S)
1. NAME OF CONTRACTOR ,CELTECH CONSULTING, INC.
ADDRESS: 8729 COMMERCE PL DRIVE NE LACEY WA 98516
E- MAIL:SANTOSH@XLTECH.COM
SIGNATURE NAME: SANTOSH J. KURUVILLA
TELEPHONE(360) 357 -8289
FAX(360)357 -8225
TITLE: PRESIDENT
'. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES /❑/ �P,RIOR CONTRACT /AMENDMENTS
CFW LICENSE #. ;, EXP. 12/31/ UBI # 1OQ ZLQ(0 22 , EXP. g /31 / -
L TERM: COMMENCEMENT DATE: COMPLETION DATE: 3/30/2018
1. TOTAL COMPENSATION: 104-4-0/ 0 (i£ e 2, (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES Tat ,ES _AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: X1 YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 1) S •S-% 2- j
IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE To: 306- 4400 - 157 - 595 -30 -650
0. DOCUMENT / CONTRACT REVIEW
,B tPROJECT MANAGER
C6IVISION MANAGER /
EPUTY DIRECTOR
DIRECTOR
❑ / RISK MANAGEMENT (IF APPLICABLE)
3 LAW DEPT
1. COUNCIL APPROVAL (IF APPLICABLE)
INITIAL / DATE REVIEWED
plc f 3-`1 -11
COMMITTEE APPROVAL DATE:
INITIAL / DATE APPROVED
COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 3 e it DATE REC'D: 3/ 17
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICE SES, EXHIBITS
4'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.)
LAW DEPT
SIGNATORY (MAYOR OR DIRECTOR)
CITY CLERK
C33ASSIGNED AG #
.SIGNED COPY RETURNED
id RETURN ONE ORIGINAL
:OMMENTS.'
XECUTE " 2" ORIGINALS
INITIAL/ DATE SIGNED
VSDOT LOCAL AGENCY DOCUMENT - CANNOT BE MODIFIED
Local Agency A &E Professional Services
Negotiated Hourly Rate Consultant Agreement
Agreement Number: AG 17-
Firm /Organization Legal Name (do not use dba's):
Exeltech Consulting, Inc.
Address
8729 Commerce P1 Dr NE; Lacey WA 98516
Federal Aid Number
91- 1491880
UBI Number
601266522
Federal TIN or SSN Number
Execution Date
Completion Date
March 30, 2018
1099 Form Required
Federal Participation
Yes I No
❑Yes 1 No
Project Title
South 356th Street Improvements (Pacific Highway S to Enchanted Parkway S)
Description of Work
This work will provide construction management services for the construction contract to complete the City of
Federal Way South 356th Street Improvements (Pacific Highway S to Enchanted Parkway S) Project
(hereinafter called "project" ), a non - federal aid project. These services will include coordination with design
consultant (KPG, Inc.), project management, documentation control, inspection, materials testing, public
involvement, and contract administration during the construction of the project.
Maximum Amount Payable: $440,066.25
❑ Yes I No DBE Participation
❑ Yes I No MBE Participation
❑ Yes r% No WBE Participation
❑ Yes r] No SBE Participation
Index of Exhibits
Exhibit A
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit 14
Exhibit I
Exhibit J
Scope of Work
op,E...paftieip} (Not Applicable)
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub - consultant Cost Computations
Title VI Assurances
Certification Documents
(Not Applicable)
Alleged Consultant Design Error Procedures
Consultant Claim Procedures
Agreement Number: AG 17- D1,1
Local Agency AM Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 14
Revised 4/10/2015
THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this
AGREEMENT, between the City of Federal Way
hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this
AGREEMENT, hereinafter called the "CONSULTANT."
WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1)
of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required
commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide
the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating
to professional registration, if applicable, and has signified a willingness to furnish consulting services to
the AGENCY.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein,
or attached and incorporated and made a part hereof, the parties hereto agree as follows:
I. General Description of Work
The work under this AGREEMENT shall consist of the above - described SERVICES as herein defined, and
necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor,
and related equipment and, if applicable, sub - consultants and subcontractors necessary to conduct and complete the
SERVICES as designated elsewhere in this AGREEMENT.
II. General Scope of Work
The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached
hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed
utilizing performance based contracting methodologies.
III. General Requirements
All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall
receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or
individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress,
and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials,
groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT
sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days'
notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A."
The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will
outline in written and graphical form the various phases and the order of performance of the SERVICES in
sufficient detail so that the progress of the SERVICES can easily be evaluated.
The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under
this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State
of Washington.
Agreement Number: AG 17- 04 I
Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14
Revised 4/10/2015
Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required,
per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the
commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will
be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime
CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation
outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount
of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform
a minimum of 30% of the total amount of this AGREEMENT.
The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE
firms invoiced for this AGREEMENT.
All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.
All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C —
Preparation and Delivery of Electronic Engineering and other Data."
All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared
by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for
these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or
on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be
without liability or legal exposure to the CONSULTANT.
Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other
party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:
If to AGENCY:
Name: Naveen Chandra
Agency: City of Federal Way
Address: 33325 8th Ave S
City: Federal Way State: WA Zip: 98003
Email: Naveen .Chandra @cityoffederalway.com
Phone: (253) 835 -2700
Facsimile: (253) 835 -2709
If to CONSULTANT:
Name: Santosh Kuruvilla
Agency: Exeltech Consulting, Inc.
Address: 8729 Commerce P1 Dr NE
City: Lacey State: WA Zip: 98516
Email: Santosh @xltech.com
Phone: (360) 357 -8289
Facsimile: (360) 357 -8225
IV. Time for Beginning and Completion
The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing
by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the
AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this
AGREEMENT titled "Completion Date."
The established completion time shall not be extended because of any delays attributable to the CONSULTANT,
but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of
unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the
CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established
completion time.
Agreement Number: AG 17- O1t1
Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14
Revised 4/10/2015
V. Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES.
The CONSULTANT shall conform to all applicable portions of 48 CFR Part 3 l (www.ecfr.gov).
A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate,
and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the
negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this
AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's
direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated
rates shall be memorialized in a final written acknowledgement between the parties. Such final written
acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted
negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement,
to 180 days following the CONSULTANT's fiscal year end (FYE) date.
The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to
renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days
following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must
be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written
request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E ",
will remain in effect for the twelve (12) month period.
Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations
to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12)
month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement
between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this
AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid
in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the
AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's
actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will be
applicable for the twelve (12) month period.
The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life
of the AGREEMENT.
The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the
close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rates
under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates
will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and /or conditional
indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the
updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional
or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved
indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and /or
extension will be considered on a case -by -case basis, and if granted, will be memorialized in a final written
acknowledgement.
The CONSULTANT shall maintain and have accessible support data for verification of the components of the
hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT
shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee.
Agreement Number: AG 17- 01
Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14
Revised 4/10/2015
B. 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 lowest
price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the
rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the
WSDOT's Accounting Manual M 13 -82, Chapter 10 — Travel Rules and Procedures, and all revisions thereto.
Air, train and rental card 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 these SERVICES. The CONSULTANT shall maintain the original supporting
documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon
request. All above charges must be necessary for the SERVICES provided under this AGREEMENT.
C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under
this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.)
The Maximum 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.
D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in
A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates
established in Exhibit "D," including names and classifications of all employees, and billings for all direct non -
salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees,
the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles,
salary rates, and present duties of those employees performing work on the SERVICES at the time of the
interview.
E. 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 SERVICES under this
AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data, and other
related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final
Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT
may have against the 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. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," 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.
F. 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.
Agreement Number: AG 17- oq
Local Agency ARE Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14
Revised 4/10/2015
VI. Sub - Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub - consultant, any contract or any other relationship.
Compensation for this sub - consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached
hereto and by this reference made part of this AGREEMENT.
The SERVICES of the sub - consultant shall not exceed its maximum amount payable identified in each sub -
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
All reimbursable direct labor, indirect cost rate, direct non - salary costs and fixed fee costs for the sub - consultant
shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be
memorialized in a final written acknowledgement between the parties.
All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require
each sub - consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With
respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's
Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT, sub - recipient, or sub - consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.
VII. Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's
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, m 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.
Agreement Number: AG 17- pti`tl
Local Agency ABE Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14
Revised 4/10/2015
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 • Civil Rights Restoration Act of 1987
(42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100 -259)
through 2000d -4a) • American with Disabilities Act of 1990
• Federal -aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.)
(23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200
• Rehabilitation Act of 1973 • 49 CFR Part 21
(29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26
• Age Discrimination Act of 1975
•
(42 U.S.C. Chapter 76 § 6101 et. seq.) 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 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
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 in accordance with the termination for other than default clauses listed previously. q
Agreement Number: AG 17- v "1 p
Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 14
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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.
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
Agreement Number: AG 17- NI
Local Agency A8E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14
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to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
agents, officers, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom
the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees,
sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
liable, and (b) the STATE and /or AGENCY, their agents, officers, employees, sub - consultants, subcontractors and or
vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense
and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or
the negligence of the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub - consultant, subcontractor and vendor, of any tier.
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
proprietary information, know -how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's
agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
communicated to STATE and /or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or
inventions resulting from STATE and /or AGENCY's, their agents', officers' and employees' failure to comply
with specific written instructions regarding use provided to STATE and /or AGENCY, their agents, officers and
employees by the CONSULTANT, its agents, employees, sub - consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable.
The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor.
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own
employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification
and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
RCW. This waiver has been mutually negotiated by the Parties.
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.
Agreement Number: AG 17- 0.41
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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 Tess 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: Naveen Chandra
Agency: City of Federal Way
Address: 33325 8th Ave S
City: Federal Way State: WA Zip: 98003
Email: Naveen .Chandra @cityoffederalway.com
Phone: (253) 835 -2700
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 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.
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.
Agreement Number: AG 17- t/"l U
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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 retumed to the AGENCY at the address listed in section III "General
Requirements" prior to its performance of any SERVICES under this AGREEMENT.
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.
Agreement Number: AG 17- 04`t
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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
and AGENCY 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.
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.
Agreement Number: AG 17- 041
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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, AGREEMENTs, 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, 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.
Agreement Number: AG 17- 'O(.ti
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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
Santosh J. Kuruvi la, PE, SE, PMP
ure
im Ferrell, Mayor
City of Federal Way
Approved As to Form:
for J. Ryan Call, City Attorney
Date
3(2112.4
3/23//---7
Date
Agreement Number: AG 17- 04
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Exhibit A
Scope of Work
Project No.
Agreement Number. AG 17- 04 D
WSDOT Form 140 -089 EF Exhibit A Page 1 of 9
Revised 10/30/2014
Construction Management Services
Scope of Work
March 14, 2017
South 356th Street Improvements (Pacific Highway S to Enchanted Parkway S)
Transportation Improvement Board ( "TIB") Project Number: 8- 1- 113(012) -1
This work will provide construction management ( "CM ") services for the construction contract to
complete the City of Federal Way South 356th Street Improvements (Pacific Highway S to Enchanted
Parkway S) Project (hereinafter called "Project "), a non - federal aid project. These services will include
coordination with design consultant (KPG, INC.), project management, documentation control,
inspection, materials testing, public involvement, and contract administration during the construction of
the project, as detailed below. Exeltech ( "Consultant ") will provide to the City of Federal Way ( "City ")
CM services for the project.
A detailed scope for the Contract follows based on the assumptions as described in Section II:
I. SCOPE OF WORK
The objective and purpose of this CM 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 the
required Project documentation is accounted for, and ultimately that the City receives a successful
review by Transportation Improvement Board ( "TIB ") 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 projectprogress
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
2.2 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
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.
City of Federal Way
Construction Management Services
Scope of Work
Page 2 of 9
At the preconstruction conference, the Consultant will facilitate discussions with the
contractor concerning the plans, specifications, schedules, issues with utilities, unusual
conditions, Federal, State, and local requirements, EEO, and any other items that will result in
better project understanding among the parties involved.
2.3 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. The Consultant shall also develop a
Record of Materials ( "ROM ") document to be used during the project.
Deliverables
• Preconstruction conference agenda with meeting minutes
• Preconstruction photos
• ROM
TASK 3 - CONSTRUCTION SERVICES - FIELD
3.1 The Consultant shall provide the services of the Construction Management Team ( "CMT ")
to be used in the field as needed and other tasks necessary to monitor the progress of the
work. The CMT 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:
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.
Advice the City of any non - conforming work observed during site visits.
iii. Document all material delivered to the job site in accordance with the WSDOT Standard
Specifications and Construction 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 ( "LAG ").
v. Interpret Contract Documents in coordination with City and Consultant (If required with
KPG, INC.).
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. Establish communications with adjacent property owners. Respond to
questions from property owners and the general public.
vii. Coordinate with permit holders on the Project to monitor compliance with approved
permits, if applicable.
viii. Prepare field records and documents to help assure the Project is administered in
accordance with funding agency requirements.
ix. Collect and calculate delivery tickets and scaleman's daily reports of aggregate. All
City of Federal Way
Construction Management Services Page 3 of 9
Scope of Work
tickets will be initialed with correct bid item and stationing identified in the WSDOT
Construction Manual.
x. Attend and actively participate in regular on -site weekly construction meetings.
xi. Fake periodic digital photographs during the course of construction, and record
locations.
xii. Coordinate with the City's traffic operations and maintenance personnel.
xiii. Punch list. Upon substantial completion of work, coordinate with the City and affected
agencies, to prepare a 'punch list' of items to be completed or corrected. Coordinate final
inspection with those agencies.
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. Materials testing will be performed by a Sub - consultant.
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 'punch list' of items to be completed. A punch list 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
• Weekly meeting agenda, summary, submittal log, Request for Information ( "RFI ") log
etc. — submitted on a weekly basis
TASK 4 - CONSTRUCTION SERVICES - OFFICF.
4.1 Document Control. The Consultant shall provide the services of the CMT 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.
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 Critical
Path Method (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
Construction Management Services Page 4 of 9
Scope of Work
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.
4.9 Proposed Schedule Review: 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 with the contractor's control or other events or issues beyond the contractor's control.
4.10 Certified Payroll: Process and track all certified payroll per WSDOT Highways & Local
Program Requirements. This includes verifying the initial payroll for compliance and 10
percent of all payrolls submitted thereafter. Tracking payroll each week. Payroll and payroll
logs will adhere to WSDOT LAG requirements.
4.11 Weekly Statement of Working Days: Prepare and issue weekly statement of working day
report each week.
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 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 six 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
Consultant will incorporate contractor survey, contractor red line plans, and inspector red line
plans into a final AutoCAD set of Record Drawings. One full size reproducible set (mylars)
and one half -size hard copy will be submitted to the City.
4.15 Physical Completion Letter: Following completion of all punch list work, prepare
physical completion letter to the contractor and WSDOT, and recommend that City and /or
utilities accept the project.
4.16 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.
4.17 Environmental Permitting: The Consultant will review the contractor's Stormwater Pollution
Prevention Plan ( "SWPPP ") and Construction Stormwater General Permit monitoring plan
prepared by the contractor. The contractor shall be responsible for implementation and permit
compliance.
Deliverables
City of Federal Way
Construction Management Services
Scope of Work
Page 5 of 9
• Document Control consisting of preparing Final Project Reports for the City to accept,
which includes but not limited to:
• Final Estimate (Approving Authority File)
• Monthly Estimates (Approving Authority File)
• Cost Projections (Six total)
• Weekly Statement of Working Days
• 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
• Affidavit of Wages Paid
• Sub - contractor documentation
• Release for the Protection of Property Owners and general contractor
• Property owner and environmental commitment file
• Completed Record of Material for Material Certification
• Physical Completion Letter
• Project Closeout (Project documentation files including Electronic documents
and pictures in a Flash Drive /CD)
• Environmental Permitting compliance including review and approval of
contractor's SWPPP.
• Record Drawings:
• Record Drawing Mylars (full size)
• Half -size copy of draft
• Full -size and half -size copies of final record drawings
• Electronic files (AUTOCAD)
• Schedule Review:
• Initial, Monthly, and Schedule Analysis
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. RFIs shall be logged and
tracked on a weekly basis.
5.3 Record of Materials ( "ROM): Utilize ROM prepared by the Consultant 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 materials delivered to the site
including manufacturer /supplier, approved Request for Approval of Materials ( "RAM "),
Qualified Products List ( "QPL ") items, material compliance documentation, and all other
required documentation.
City of Federal Way
Construction Management Services
Scope of Work
Page 6 of 9
Deliverables
• Submittal log, Review and Approval
• 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 ("H&LP") Guidelines
6.2 Change Orders: Develop change orders per H &LP Guidelines, provide technical assistance to
negotiate change orders, and assist in resolution of disputes that may occur during the course
of the project. Each change order will be executed in accordance with WSDOT LAG and
contain the following:
• Change order -City Form
• 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 ( "FWD "): Prepare field work directives as necessary to keep the
contractor on schedule. Advise and obtain City's approval prior to issuing the FWD.
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
LAG 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
City of Federal Way
Construction Management Services
Scope of Work
Page 7 of 9
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 ofpossible 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.
II. ASSUMPTIONS
The following scope of services and associated costs are based upon the assumptions outlined below.
General Assumptions:
• The proposed Construction Management Team ( "CMT ") will include part time project
manager, part time resident engineer, part time documentation control specialist(s), part
time Internal Audit /RAM engineer, full time inspector, and three days per month assistant
inspector during construction activities when unit price work is being performed and 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. It is also assumed that the part time inspector will need to cover
up to two weeks of night work.
• The level of service is based on project duration of approximately 8 months, or 150
working days, plus 15 more days for weather and added contract change days.
• It is assumed that the contractor's working schedule will permit the above staffing levels
to be adequate at all times during the course of construction.
• Staffing levels are anticipated in accordance with the attached budget estimate. Budget
may be shifted between tasks, so long as the authorized amount is not exceeded. Services
will be limited to these assumed hours /costs, unless additional services are authorized in
writing.
• It is anticipated that the City will review and execute the insurance, bonds, and the
Construction Contract.
• The Consultant's engineers will be available during construction to answer questions
during construction and review RAMs, shop drawings, and answer RF1s. The engineer of
record (KPG) 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,
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 of Federal Way
Construction Management Services
Scope of Work
Page 8 of 9
• 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.
• To streamline communication, all project direction from the City will be channeled
through the Consultant's Resident Engineer, who will also serve as the primary point of
communication with the contractor.
• Observations /Inspections by the CMT will not in any way relieve the contractor from its
obligations to perform the work in accordance with the contract documents.
• Consultant will provide observation services for the duration 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.
City of Federal Way
Construction Management Services
Scope of Work
Page 9 of 9
Exhibit B
DBE Participation
Not Applicable
Agreement Number: AG 17- Out
WSDOT Form 140 -089 EF Exhibit B Page 1 of 1
Revised 10/30/2014
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
to use in preparing electronic files for transmission to the agency. The format and standards to be provided may
include, but are not limited to, the following:
I. Surveying, Roadway Design & Plans Preparation Section
A. Survey Data
N/A
B. Roadway Design Files
N/A
C. Computer Aided Drafting Files
AutoCAD Civil 3d
Agreement Number: AG 17- 0111
WSDOT Form 140 -089 EF Exhibit C Page 1 of 4
Revised 10/30/2014
D. Specify the Agency's Right to Review Product with the Consultant
See Exhibit A
E. Specify the Electronic Deliverables to Be Provided to the Agency
See Exhibit A
F. Specify What Agency Furnished Services and Information Is to Be Provided
See Exhibit A
Agreement Number: AG 17- CO
WSDOT Form 140 -089 EF Exhibit C Page 2 of 4
Revised 10/3012014
II. Any Other Electronic Files to Be Provided
See Exhibit A
III. Methods to Electronically Exchange Data
Via Email or FTP Site, DWG, SL, docx. PDF as required
WSDOT Form 140 -089 EF Exhibit C Page 3 of 4
Revised 10/30/2014
A. Agency Software Suite
MS Office, AutoCAD
B. Electronic Messaging System
Outlook
C. File Transfers Format
As Requested
WSDOT Form 140 -089 EF Exhibit C Page 4 of 4
Revised 10/30/2014
Exhibit D
Prime Consultant Cost Computations
Agreement Number: AG 17- v "t'
WSDOT Form 140 -089 EF Exhibit D
Revised 10/30/2014
Page 1 of 4
EXHIBIT D
Prime Consultant Cost Computations
EXELTECH CONSULTING, INC.
Engineering Fee Estimate
City of Federal Way
S. 356th St Improvements
LABOR COSTS :
Labor Resources Labor -hours Salary Rate Cost
1 Sr. Project Manager (SPM) 275 Hrs. @ $175.00 = $48,125.00
2 Resident Engineer (RE) 475 Hrs. @ $150.00 $71,250.00
3 Project Inspector (PI) 1420 Hrs. @ $120.00 = $170,400.00
4 Part Time PI (PTPI) 283 Hrs. @ $90.00 $25,470.00
5 Document Control (DC) 470 Hrs. @ $88.00 $41,360.00
6 Internal Audit/RAM Engineer (TARE) 304 Hrs. @ $115.00 $34,960.00
7 Asst Doc Control (ADC) 140 Hrs. @ $68.00 = $9,520.00
8 Structural Engineer 30 Hrs. @ $145.00 $4,350.00
3,397 Hrs.
Labor Subtotal = $405,435.00
DIRECT NON -LABOR COSTS ANTICIPATED :
Travel $1,257.25
Miscellaneous $330.00
Direct Non -Labor Costs Subtotal = $1,587.25
MTC - materials testing $33,044.00
EXELTECH ESTIMATED INSPECTION COSTS = $440,066.25
Page 2 of 4
EXHIBIT D
Prime Consultant Cost Computations
EXELTECH CONSULTING, INC.
Engineering Fee Estimate
City of Federal Way
S. 356th St Improvements
PROJECT LABOR -HOUR ESTIMATE Labor -hour Resources
SPM RE PI PTPI DC IARE ADC SE Total
1 Management/Corodination /Admin 275 275
2 Preconstruction Activities 0 30 60 20 30 40 20 200
3 Construction Services 0 395 1,320 263 320 264 100 30 2,692
4 Post Construction Activities 0 50 40 120 0 20 230
Total of hours : 275 475 1,420 283 470 304 140 30 3,397
Page 3 of 4
EXHIBIT D
Prime Consultant Cost Computations
EXELTECH CONSULTING, INC.
Engineering Fee Estimate
City of Federal Way
S. 356th St Improvements
DIRECT NON -LABOR COSTS
Number Miles per
TRAVEL of Trips Trip $ per Unit
1. Vehicle RE 50 15 $0.535 =
2. Vehicle PM 20 80 $0.535 =
TRAVEL TOTAL
MISCELLANEOUS EXPENSES
1. Express Mail
2. Photocopying
33 ea. @
0 ea. @
$10.00 =
$0.20 =
$401.25
$856.00
$1,257.25
$330.00
$0.00
MISC. EXPENSES TOTAL $330.00
TOTAL $1,587.25
Page 4 of 4
Exhibit E
Sub - consultant Cost Computations
There isn't any sub - consultant participation at this time. The CONSULTANT shall not sub - contract for
the performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI "Sub- Contracting" of this AGREEMENT.
Agreement Number: AG 17- Oil
WSDOT Form 140 -089 EF Exhibit E Page 1 of 2
Revised 10/30/2014
Exhibit E
Sub - Consultant Cost Computations
City of Federal Way
S. 356th St Improvements
Task Description: Materials Testing
Consultant Fee Determination
Consultant: MTC
Classification
Hours Labor Rate Dollars
Engineering Tech 416 x $60.00 = $24,960.00
Project Manager 22 x $80.00 = $1,760.00
Lab Technician 0 x $20.75 = $0.00
Total Hours 438
Total Direct Labor Cost = $26,720.00
Reimbursables Quantity
Itemized Units Rate Total
Moisture Density Relationship /Proctor w/ Seive 5 each @ $250.00 = $1,250.00
Concrete Cylinders Comp. Strength 36 each @ $24.00 = $864.00
Sand Equivalent - Incl. Asphalt Fine Aggregate 5 each @ $95.00 = $475.00
Fracture Percentage - Inc. Asphalt Course Aggrec 5 each @ $70.00 = $350.00
Asphalt Extraction w/ Gradation 8 each @ $250.00 = $2,000.00
Rice Density 8 each @ $90.00 = $720.00
Uncompacted Void Content - Asphalt Fine Aggregate each @ $90.00 = $0.00
Gradations for rock wall, pipe bedding 7 each @ $95.00 $665.00
$6,324.00
$33,044.00
Page 2 of 2
Exhibit F
Title VI Assurances
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors
in interest agrees as follows:
1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-
discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations,
Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "),
which are herein incorporated by reference and made a part of this AGREEMENT.
2. Non - discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT,
shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention
of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATIONS, including employment practices when this AGREEMENT covers a program set forth
in Appendix B of the REGULATIONS.
3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiations made by the CONSULTANT for work to be performed
under a sub - contract, including procurement of materials or leases of equipment, each potential sub -
consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under
this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color,
sex, or national origin.
4. Information and Reports: The CONSULTANT shall provide all information and reports required by the
REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the AGENCY, the
STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such
REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the
exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall
so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
5. Sanctions for Non - compliance: In the event of the CONSULTANT's non - compliance with the non-
discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions
as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to:
• Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT
complies, and/or;
• Cancellation, termination, or suspension of this AGREEMENT, in whole or in part.
6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through
(5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the
REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with
respect to any sub - consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means
of enforcing such provisions including sanctions for non - compliance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with,
litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request
the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in
addition, the CONSULTANT may request the United States enter into such litigation to protect the interests
of the United States. Agreement Number: AG 17- 04t
WSDOT Form 140 -089 EF Exhibit F Page 1 of 1
Revised 10/30/2014
Exhibit G
Certification Documents
Exhibit G -1(a)
Exhibit G -1(b)
Exhibit G -2
Certification of Consultant
Certification of City of Federal Way
Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Exhibit G -4 Certificate of Current Cost or Pricing Data
Agreement Number: AG 17- Vqt
WSDOT Form 140 -089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit G -1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of Exeltech Consulting, Inc.
whose address is 8729 Commerce PI DR NE; Lacey, WA 98516
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 City Of Federal Way
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.
Exeltech Consulting, Inc.
Consultant (Firm Name)
Santosh J. Kuruvilla
onsultant) Date
3 /2tizo►7
Agreement Number: AG 17-
WSDOT Form 140 -089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit G -1(b) Certification of
I hereby certify that I am the:
14 Mayor, Jim Ferrell
❑ Other
of the City of Federal Way , and
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
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.
Date y/
Agreement Number: AG 17- 00
WSDOT Form 140 -089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit G -2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters - Primary Covered Transactions
I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under
a public transaction; violation of Federal or State anti -trust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)
of this certification; and
D. Have not within a three (3) year period preceding this application / proposal had one or more public
transactions (Federal, State and local) terminated for cause or default.
II. Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Exeltech Consulting, Inc.
Consultant (Firm Name)
Signature f Consultant) Date
Santosh J. uruvilla
?(2.1/zol
Agreement Number: AG 17- art
WSDOT Form 140 -089 EF Exhibit G
Revised 10/30/2014
Page 1 of 1
Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds
for Lobbying
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit
Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00,
for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require
that the language of this certification be included in all lower tier sub - contracts, which exceed $100,000,
and that all such sub - recipients shall certify and disclose accordingly.
Exeltech Consulting, Inc.
Consultant (Firm Name)
312420017
Signature yP o ' ed Offic'. of Consultant) Date
Santosh J. Kuruvilla
Agreement Number: AG 17- v' L
WSDOT Form 140 -089 EF Exhibit G
Revised 10/30/2014
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 S. 356th Improvement Project * are accurate, complete, and current
as of February 14, 2017 ,
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: Exeltech Consulting, Inc.
Date of Execution * * *:
?4 01 oE4vr
Title
*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 17- 04
WSDOT Form 140 -089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit H
Liability Insurance Increase
Not Applicable
Agreement Number: AG 17- 04
WSDOT Form 140 -089 EF Exhibit H Page 1 of 1
Revised 10/30/2014
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 17- 0.
WSDOT Form 140 -089 EF Exhibit 1 Page 1 of 2
Revised 10/30/2014
Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet
with representatives of the agency and the consultant to review the alleged design error(s), and attempt
to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office
for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs
for federal reimbursement.
• If mutual agreement is reached, the agency and consultant adjust the scope of work and costs
to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount
of federal participation in the agreed upon resolution of the issue.
• If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration
or by litigation.
Agreement Number: AG 17- 011 t
WSDOT Form 140 -089 EF Exhibit! Page 2 of 2
Revised 10/30/2014
Exhibit J
Consultant Claim Procedures
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total
of $1,000 or Tess, 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 17- 0-11
WSDOT Form 140 -089 EF Exhibit J Page 1 of 2
Revised 10/30/2014
Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s)
If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary
for the Director of Public Works or Agency Engineer that included the following:
• Copy of information supplied by the consultant regarding the claim;
• Agency's summation of hours by classification for each firm that should be included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work;
• Explanation regarding those areas in which the Agency does /does not agree with the consultant's
claim(s);
• Explanation to describe what has been instituted to preclude future consultant claim(s); and
• Recommendations to resolve the claim.
Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation
The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim
is not eligible for federal participation, payment will need to be from agency funds.
Step 5 Informing Consultant of Decision Regarding the Claim
The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final
decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s)
and rationale utilized for the decision.
Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s)
The agency shall write the supplement and/or new agreement and pay the consultant the amount
of the claim. Inform the consultant that the final payment for the agreement is subject to audit.
Agreement Number: AG 17- cM t7
WSDOT Form 140 -089 EF Exhibit J Page 2 of 2
Revised 10/30/2014