HomeMy WebLinkAbout16-023 - KPG Inc - Cascade View Safe Routes to School IIWA;Washington State
Department of Transportation
16-023 (c)
Contract Approval N/A
Supplemental Agreement
Number 3
Organization and Address
KPG, Inc.
3131 Elliott Avenue, Suite 400
Seattle WA 98121
Phone: 206.286.1640
Original Agreement Number
16-0230) (C)
Project Number
91510302
Execution Date
2/17/2016
Completion Date
02/28/2018
Project Title
Cascade View Safe Routes to School Phase 2
New Maximum Amount Payable
$318,593.10
Description of Work
No cost time extension to allow final closeout activities.
The Local Agency of City of Tukwila
desires to supplement the agreement entered in to with KPG, Inc.
and executed on 2/17/2016 and identified as Agreement No 16-023
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
1
Section 1, SCOPE OF WORK, is hereby changed to read:
No Change.
11
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days
for completion of the work to read' Time for completion shall be February 28, 2018.
111
Section V, PAYMENT, shall be amended as follows:
No Change.
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate
spaces below and return to this office for final action.
/
By: Y B
kk,1_22,,s-kA 1,4A/11 -45),C,
Consultant Signature Approving Autho ' Signature
DOT Form 140-063
Revised 09/2005
CiY) f Dat f ao
/ a6���.s
WWashington State
A;Departmentof Transportation
16-023(b)
Council Approval 05/01/17
Supplemental Agreement
Number 2
Organization and Address -
KPG, Inc.
3131 Elliott Avenue, Suite 400
Seattle WA 98121
Phone: 206.286.1640
Original Agreement Number
16-023(0
Project Number
91510302
Execution Date
2/17/2016
Completion Date
12/31/2017
Project Title
Cascade View Safe Routes to School Phase 2
New Maximum Amount Payable
$318,593.10
Description of Work
Provide Construction Management Services.
The Local Agency of City of Tukwila
desires to supplement the agreement entered in to with KPG, Inc.
and executed on 2/17/2016 and identified as Agreement No 16-023
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
1
Section 1, SCOPE OF WORK, is hereby changed to read:
Provide Construction Management Services in accordance with attached Exhibit A.
11
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days
for completion of the work to read• No Change.
111
Section V, PAYMENT, shall be amended as follows:
Payment for this work shall not exceed $180,387.80 as shown in Exhibit B without prior authorization from the City.
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate
spaces below nd t rn to this office for final action.
By: By•i ( i � • :i,i, " r t4 c�T'
getcoa Drwes /"141,'
Consultant Signature/ Approving Authoriignature
DOT Form 140-063
Revised 09/2005
PAGl .7.11-7
Date
1'a/ ,? ci(/6/4/4S
Exhibit "A"
Summary of Payments
11 DOT Form 140-063
Revised 09/2005
Basic
Agreement
Supplement #1
Total
Direct Salary Cost
$52,049.91
$62,292.18
$114,342.09
Overhead
(Including Payroll Additives)
$68,440.42
$81,907.97
$150,348.39
Direct Non -Salary Costs
$2,100.00
$17,500,00
$19,600.00
Fixed Fee
$15,614.97
$18,687.65
$34,302.62
Total
$138,205.30
$180,387.80
$318,593.10
11 DOT Form 140-063
Revised 09/2005
EXHIBIT A
Construction Management Services
Scope of Work
January 3, 2017
City of Tukwila
Cascade View SRTS — Phase 2
This work will provide construction management services for the construction contract to complete the
City of Tukwila Cascade View SRTS — Phase 2 project. These services will include design support, project
management, documentation control, inspection, materials testing, public involvement, and contract
administration during the construction of the project, as detailed below. KPG ("Consultant") will provide
to the City of Tukwila ("City") construction management services for the project.
A detailed scope for the Contract follows:
I. INTRODUCTION
The following scope of services and associated costs are based upon the assumptions outlined below.
General Assumptions:
• The proposed project team will include one part-time documentation control specialist, a part-
time resident engineer during construction activities, a full-time inspector, 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 entirety of the project.
• The level of service is based on a construction project duration of approximately 80 working
days.
• KPG estimates a total project duration of 115 working days (23 weeks) including preconstruction
service, construction services, and project closeout. No suspensions or stop work periods are
anticipated during this duration.
• It is anticipated that the KPG will update and modify the Record of Materials (ROM) . This scope
of services provides the management of the ROM and scheduling of required materials testing
respectively.
• It is anticipated that the City will review and execute the insurance, bonds, and the Construction
Contract.
• KPG will do all public outreach, and ensure affected residents are notified of impending contractor
activities by door to door and or A -board signs that include date, hours of work, and a KPG staff
phone number to call for questions.
• The design engineers from KPG will be available during construction to answer questions during
Cascade View SRTS — Phase 2 Page 1 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
construction and review RAM's, shop drawings, and answer RFI's as required.
• Services will be performed in accordance with the Contract plans & special provisions, and City
engineering standards.
1I. SCOPE OF WORK
The objective and purpose of this Construction Management Services Agreement is for the Consultant
to successfully deliver the construction of the Project to the City by ensuring that the improvements are
constructed in accordance with the approved Plans and Specifications, as may be amended or revised,
that aII of the required Project documentation is accounted for.
TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION
Provide overall project management, coordination with the City, monthly progress reports, and
invoicing. This effort will include the following elements.
• Organize and layout work for project staff. Prepare project instructions on contract
administration procedures to be used during construction.
• Review monthly expenditures and CM team scope activities. Prepare and submit project
progress letters to the City along with invoices describing CM services provided each month.
Prepare and submit reporting required by funding source.
Deliverables
• Monthly invoices and progress reports
TASK 2 — PRECONSTRUCTION SERVICES
2.1 Preconstruction Conference: The Consultant will prepare an agenda for, distribute notices of,
and conduct a preconstruction conference in the City's offices. The Consultant's project
engineer, 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.
At the Pre -construction conference, the Consultant shall facilitate discussions with the
Contractor concerning the plans, specifications, schedules, issues with utilities, unusual
conditions, Federal, State, and local requirements and any other items that will result in better
project understanding among the parties involved.
Deliverables
• Preconstruction conference agenda with meeting minutes
TASK 3 — CONSTRUCTION SERVICES - FIELD
3.1 On-site Observation: The Consultant shall provide the services of one full time inspector
during construction activities and other tasks necessary to monitor the progress of the work.
Construction staff shall oversee the following items of work, on the
Cascade View SRTS — Phase 2
Page 2 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
project site, and will observe the technical progress of the construction, including
providing day-to-day contact with the Contractor and the City:
o Preparation to include mobilization and clearing and grubbing
o Erosion Control
o HMA grinding and paving
o Driveways, curb, gutter and sidewalk
o And all incidental items necessary to complete the Work as described in the Plans
and/or Specifications.
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. Advise the City of any non -conforming work observed during site visits.
iii. Document all material delivered to the job site in accordance with the contract
documents.
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.
v. Interpret Contract Documents in coordination with the City and KPG.
vi. Resolve questions which may arise as to the quality and acceptability of material
furnished, work performed, and rate of progress of work performed by the construction
contractor.
vii. Establish communications with adjacent property owners. Respond to questions from
property owners and the general public.
viii. Coordinate with permit holders on the Project to monitor compliance with approved
permits, if applicable.
ix. Prepare field records and documents to help assure the Project is administered in
accordance with the funding requirements.
x. Collect and calculate delivery tickets and salesman's daily reports of aggregate. All tickets
will be initialed with correct bid item and stationing identified (Construction Manual
10-2).
xi. Attend and actively participate in regular on-site weekly construction meetings.
xii. Take periodic digital photographs during the course of construction, and record
locations.
xiii. Coordinate with the City's maintenance personnel.
xiv. Punch list. Upon substantial completion of work, coordinate with the Client and affected
agencies, to prepare a 'punch list' of items to be completed or corrected. Coordinate
Cascade View SRTS — Phase 2 Page 3 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
final inspection with those agencies.
Assumptions:
• Consultant will provide observation services for the days/hours that the contractor's
personnel are on-site.
• Consultant will provide qualified personnel for inspection of all bid item work.
• 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 contractors' performance, and it is
understood that Consultant shall assume no responsibility for: proper construction means,
methods, techniques; project site safety, safety precautions or programs; or for the failure
of any other entity to perform its work in accordance with laws, contracts, regulations, or
City's expectations.
3.2 Substantial Completion: Upon substantial completion of work, coordinate with the City and
other affected agencies, to perform a project inspection and develop a comprehensive list of
deficiencies or `punchlist' of items to be completed. A punchlist and Certificate of Substantial
Completion will be prepared by the Consultant and issued by the City.
3.3 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
determined by the resident engineer.
Deliverables
• Daily Construction Reports with project photos — submitted on a weekly basis
• Punch List, Certificate of Substantial Completion
• Review test reports for compliance
TASK 4.1- CONSTRUCTION SERVICES — OFFICE
A. Document Control. Original documentation will be housed at the Consultant's office, and
filed in accordance with standard filing protocol. A copy of working files will be maintained in
the field office.
Document Control consists of:
• Final Estimate (Approving Authority File)
• Comparison of Preliminary and Final Quantities (Approving Authority File)
■ Final Records (Approving Authority File)
• Record of Material Samples and Tests
• Affidavit of Wages Paid
■ Release for the Protection of Property Owners and General Contractor
B. Project Coordination: Liaison with City, construction contractor, engineer, utilities and
property owners on a regular basis to discuss project issues and status.
C. Plan Interpretations: Provide technical interpretations of the drawings, specifications, and
contract documents, and evaluate requested deviations from the approved design or
Cascade View SRTS — Phase 2
Page 4 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
specifications. Coordinate with City for resolution of issues involving scope, schedule, and/or
budget changes.
D. 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.
E. Initial Schedule Review: Perform detailed schedule review of contractor provided CPM for
conformance with the contract documents.
F. Lump Sum Breakdown: Evaluate construction contractors' Schedule of Values for lump sum
items. Review the Contract Price allocations and verify that such allocations are made in
accordance with the requirements of the Contract Documents. Lump Sum Breakdowns for
payment each month will be calculated with detailed data.
G. 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.
H. Monthly Schedule Review: At the monthly cutoff, review contractor's updated schedule and
compare with field -observed progress, as described in Section 1-08 of the Special Provisions.
In addition, perform schedule analysis on contractor provided CPM updates and review
schedule for delays and impacts. Coordinate with Contractor in the development of recovery
schedules, as needed, to address delays caused by either events or issues within the
Contractor's control or other events or issues beyond the Contractor's control.
I. Certified Payroll: Process and track all certified payroll per State Prevailing Wage
Requirements. This includes verifying the initial payroll for compliance and 10% of all payrolls
submitted thereafter. Tracking payroll each week.
J. Weekly Statement of Working Days: Prepare and issue weekly statement of working day
report each week.
K. Subcontractor Documentation: Process / Approve all required subcontractor documentation.
Request to Sublets will be verified and logged. This includes checking System Award
Management System (SAMS), 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 KPG's subcontractor logs.
L. Record Drawings: Review record drawings prepared by the Contractor, 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
provide the marked up plan sheets with both the contractors and inspectors as -built
information. Revisions to the CAD drawings will be based on these construction records.
M. Physical Completion Letter: Following completion of all punchlist work, prepare physical
completion letter to the contractor, and recommend that City and/or Utilities accept the
project.
N. Project Closeout: Transfer all project documents to the City for permanent storage.
• Schedule review comments
• As -built schedule
• Meeting agendas and notes
• Monthly Pay Estimates
Cascade View SRTS — Phase 2
Page 5 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
• Subcontractor Packets
• Cost Projection
• Physical Completion Letter
• Final Project Documents
TASK 4.2 — SUBMITTAL/RFI PROCESSING
A. 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.
B. Request for Information (RFI): Review and respond to RFI's. RFI's shall be logged and tracked.
C. Record of Materials (ROM): Utilize ROM prepared by WSDOT and update based on Special
Provisions and Plans for use on the project, based on the contract specifications. The ROM will be
maintained by the Resident Engineer. The ROM will track all of the materials delivered to the site
including manufacturer/supplier, approved RAM's, QPL items, material compliance
documentation, and all other required documentation.
Deliverables
• Submittal log
• RFI Log
• Completed Record of Material for Material Certification
TASK 4.3 — CHANGE MANAGEMENT
A. Case Log: Develop and maintain a case log which includes change orders, RFP's, Field Work
Directives
B. Change Orders: Develop change orders and provide technical assistance to negotiate change orders,
and assist in resolution of disputes which may occur during the course of the project. Each change
order will be executed in accordance with WSDOT Standard Specifications and contain the following:
• Change order
• Independent Cost Estimate
• Time Impact Analysis
• Contractor's Pricing
• Verbal Approval Memo
• Back up documentation
C. Field Work Directives: Prepare field work directives as necessary to keep the contractor on schedule.
D. Minor Change Orders: Develop minor change orders per WSDOT Standard Specifications. Each
minor change order will be executed and contain the following:
• Independent Cost Estimate
• Verbal Approval Memo
• Back up documentation
E. Force Account: Track contractor force account labor, equipment and materials. All force account
calculations will be verified by the engineer and double checked by the documentation specialist.
Cascade View SRTS — Phase 2
Page 6 of 8 KPG
Construction Management Services 1/3/17
EXHIBIT A
Deliverables
• Change Order(s)
• Case Management Log
• RFI Log
• Minor Change Order(s)
• Force Account Records
Cascade View SRTS — Phase 2 Page 7 of 8 KPG
Construction Management Services 1/3/17
Project Name:
Consultant:
COST PLUS FIXED FEE
Exhibit B
Consultant Fee Determination
City of Tukwila
Cascade View SRTS - Phase 2
Supplement 2 - Construction Services
KPG
Classification
Project Manager
Project Engineer
Design Engineer
CAD Technician
Construction Inspector
Survey Crew
Document Specialist
Office Admin
Total Direct Salary Cost (DSC)
Overhead (131.49% x DSC)
Fixed Fee (30% x DSC)
Hours
23 $
324 $
80 $
16 $
736 $
0 $
260 $
215 $
1,654
Subtotal:
Rate
70.69
51.00
43.26
29.50
29.50
58.00
46.75
29.50
Cost
$ 1,625.87
$ 16,524.00
$ 3,460.80
$ 472.00
$ 21,712.00
$ 12,155.00
$ 6,342.50
$ 62,292.17
$ 81,907.98
$ 18,687.65
$162,887.80
REIMBURSABLES
Mileage
Miscellaneous - Mileage, Repro, Field Supplies
Subtotal:
$1,500
$1,000
$2,500
SUBCONSULTANT COSTS
Material Testing Allowance $15,000
Subtotal: $15,000
TOTAL $ 180,387.80
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31VINI1S3 33d OMd Imam
Washington State
V/ Department of Transportation
16-023(a)
Council Approval N/A
Supplemental Agreement
Number 1
Organization and Address
KPG, Inc.
3131 Elliot Ave. #400
Seattle, WA 98121
Phone: (206) 286-1640
Original Agreement Number
16-023 Cr;,-)
Project Number
91510302
Execution Date
2/17/2016
Completion Date
12/31/2017
Project Title
Cascade View Safe Routes to School Phase 2
New Maximum Amount Payable
No Change
Description of Work
No change.
The Local Agency of City of Tukwila
desires to supplement the agreement entered in to with KPG, Inc.
and executed on 2/17/2016 and identified as Agreement No 16-023
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
1
Section 1, SCOPE OF WORK, is hereby changed to read:
No Change.
11
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days
for completion of the work to read- The Agreement shall be extended to December 31, 2017.
111
Section V, PAYMENT, shall be amended as follows:
No Change.
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate
spaces below and re urn to this office for final action.
By: By f� ()' n L100€9 11 r4yor
4t-tc,-.J etc �t��<�
Consultant Signatufe " Approv
ID 12-440/,
DOT Form 140-063
Revised 09/2005
Date
16-023
Council Approval 2/16/16
Local Agency A&E Professional Services
Cost Plus Fixed Fee Consultant Agreement
Agreement Number:
Firm/Organization Legal Name (do not use dba's):
KPG, Inc.
Address
753 9th Ave. N., Seattle, WA 98109
Federal Aid Number
UBI Number
601 248 468
Federal TIN or SSN Number
91-1477622
Execution Date
2/22/16
Completion Date
12/31/16
1099 Form Required
Federal Participation
❑ Yes If No
i Yes ❑ No
Project Title
Cascade View Elementary Safe Routes to School Phase 2
Description of Work
Prepare final plans, specifications, and estimates for the Cascade View Elementary Safe Routes to School Phase
2 Project.
Total Amount Authorized: 138,205.30
Management Reserve Fund: 0
Maximum Amount Payable: 138,205.30
❑ Yes If No DBE Participation
❑ Yes If No MBE Participation
❑ Yes i No WBE Participation
❑ Yes i No SBE Participation
Index of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Scope of Work
DBE Participation
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub -consultant Cost Computations
Title VI Assurances
Certification Documents
Liability Insurance Increase
Alleged Consultant Design Error Procedures
Consultant Claim Procedures 16-023
Agreement Number: Council Approval 2/16/16
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant AgreementPage 1 of 14
Revised 4/10/2015 .2 574, of 020X/6M/616z-
THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this
AGREEMENT, between the City of Tukwila
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:
1. 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:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14
Revised 4/10/2015
Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required,
per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the
commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will
be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime
CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation
outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount
of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform
a minimum of 30% of the total amount of this AGREEMENT.
The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE
firms invoiced for this AGREEMENT.
All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.
All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C —
Preparation and Delivery of Electronic Engineering and other Data."
All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared
by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for
these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or
on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be
without liability or legal exposure to the CONSULTANT.
Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other
party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:
If to AGENCY:
Name: David Sorensen
Agency: City of Tukwila Public Works Dept.
Address: 6300 Southcenter Boulevard
City: Tukwila State: WA Zip: 98188
Email: david.sorensen@tukwilawa.gov
Phone: (206) 431-3653
Facsimile:
If to CONSULTANT:
Name: Nelson Davis
Agency: KPG, Inc.
Address: 753 9th Ave N
City: Seattle State: WA Zip: 98109
Email: nelson@kpg.com
Phone: (206) 267-1052
Facsimile:
IV. Time for Beginning and Completion
The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing
by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this
AGREEMENT titled "Completion Date."
The established completion time shall not be extended because of any delays attributable to the CONSULTANT,
but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of
unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the
CONSULTANT. A prior supplemental. AGREEMENT issued by the AGENCY is required to extend the established
completion time.
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V. Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES,
specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR
Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits
"D" and "E" and by this reference made part of this AGREEMENT.
A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the
CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate,
and direct non -salary costs.
1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals,
professional, technical, and clerical personnel for the time they are productively engaged in work necessary
to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the
direct salary costs billed to the AGENCY.
2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as
such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments
shall be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total
ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT
the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this
AGREEMENT, when accumulated with all other Actual Costs.
A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and
"E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime
and all sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal
year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for
the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the
ICR schedule. It shall also be used for the computation of progress payments during the following year and
for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be
sent to Email: ConsultantRates@wsdot.wa.gov.
Failure to supply this information by either the prime CONSULTANT or any of their sub -consultants shall
cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information
is received and an overhead rate for billing purposes is approved.
The AGENCY's Project Manager and/or the Federal Government may perform an audit of the
CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR
rate, if they so desire.
3. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the
CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing,
long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be
reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT
shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs)
in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and
revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal
Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an
itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain
the original supporting documents in their office. Copies of the original supporting documents shall be
supplied to the AGENCY upon request. All above charges must be necessary for the services provided
under this AGREEMENT.
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4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D"
and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and
the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT
enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may
include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated
and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported
in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not
previously paid in the progress payments will be covered in the final payment, subject to the provisions of
Section IX entitled "Termination of Agreement."
5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement
Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable
unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in
this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or
10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included
for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any
changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII,
"Changes of Work."
6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the
CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this
AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and
the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in
Section XIII, "Changes of Work." No minimum amount payable is guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of
Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings
shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under
Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized
listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will
be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for
CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of
recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work
on the PROJECT at the time of the interview.
C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made
promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT,
contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related
documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by
the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have
against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by
the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that
the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect
to such claims.
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time
of final audit; all required adjustments will be made and reflected in a final payment. In the event that such
final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to
the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute
a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of
overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to
begin the appeal process to the AGENCY for audit findings.
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D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection
by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final
payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon
these records with the following exception: if any litigation, claim or audit arising out of, in connection with,
or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and
accounts shall be retained until such litigation, claim, or audit involving the records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the
State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager.
VI. Sub -Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub -consultant, any contract or any other relationship.
Compensation for this sub -consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached
hereto and by this reference made part of this AGREEMENT.
The SERVICES of the sub -consultant shall not exceed its maximum amount payable identified in each sub -
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
All reimbursable direct labor, indirect cost rate, direct non -salary costs and fixed fee costs for the sub -consultant
shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be
memorialized in a final written acknowledgement between the parties.
All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require
each sub -consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With
respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's
Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT, sub -recipient, or sub -consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.
VII. Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's
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Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other
persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly
retired employees, without written consent of the public employer of such person if he/she will be working on this
AGREEMENT for the CONSULTANT.
VIII. Nondiscrimination
During the performance of this AGREEMENT, the
subcontractors and successors in interest, agrees to
• Title VI of the Civil Rights Act of 1964
(42 U.S.C. Chapter 21 Subchapter V § 2000d
through 2000d -4a)
• Federal -aid Highway Act of 1973
(23 U.S.C. Chapter 3 § 324)
• Rehabilitation Act of 1973
(29 U.S.C. Chapter 16 Subchapter V § 794)
• Age Discrimination Act of 1975
(42 U.S.C. Chapter 76 § 6101 et. seq.)
CONSULTANT, for itself, its assignees, sub -consultants,
comply with the following laws and regulations:
• Civil Rights Restoration Act of 1987
(Public Law 100-259)
• American with Disabilities Act of 1990
(42 U.S.C. Chapter 126 § 12101 et. seq.)
• 23 CFR Part 200
• 49 CFR Part 21
• 49 CFR Part 26
• RCW 49.60.180
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F"
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in
every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations
or directives issued pursuant thereto.
IX. Termination of Agreement
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten
(10) days written notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate
fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to
the time of termination of this AGREEMENT.
No payment shall be made for any SERVICES completed after ten (10) days following receipt by the
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this
section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for
any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,
the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the
AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES
to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to
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date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of
termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the
time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES
performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the
amount, which would have been made using the formula set forth in paragraph two (2) of this section.
If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to
perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to
be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed
for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default
clauses listed previously.
The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member,
partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or
other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee.
The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or
more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The
CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT
unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s)
of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT
as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights
with respect to any future act or omission by the CONSULTANT.
X. Changes of Work
The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as
necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find
it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or
revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered
as Extra Work and will be paid for as herein provided under section XIII "Extra Work."
XI. Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within
10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and
binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the
Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the
parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under
the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior
Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto
agree that all questions shall be resolved by application of Washington law and that the parties have the right of
appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington,
situated in the county in which the AGENCY is located.
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XII. Legal Relations
The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
Washington.
The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the
CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons
for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT
to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom
the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees,
sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or
vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or
the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier.
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's
agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply
with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and
employees by the CONSULTANT, its agents, employees, sub -consultants, subcontractors or vendors, of any tier, or
any other persons for whom the CONSULTANT may be legally liable.
The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor.
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own
employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification
and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
RCW. This waiver has been mutually negotiated between the Parties.
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Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of
construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract
administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance
with the contract documents.
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
required, the following insurance with companies or through sources approved by the State Insurance
Commissioner pursuant to Title 48 RCW.
Insurance Coverage
A. Worker's compensation and employer's liability insurance as required by the STATE.
B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum
limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the
aggregate for each policy period.
C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for
any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single
limit for each occurrence.
Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and
AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub -
consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning
products and completed operations coverage. This coverage shall be primary coverage and non-contributory and
any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured
coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall
waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to
require complete, certified copies of all required insurance policies at any time.
All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.
The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the
execution of this AGREEMENT to:
Name: David Sorensen
Agency: City of Tukwila Public Works Dept.
Address: 6300 Southcenter Blvd
City: Tukwila State: WA Zip: 98188
Email: david.sorensen@tukwilawa.gov
Phone: (206) 431-3653
Facsimile:
No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY.
The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to
section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the
authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of
liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional
liability to third parties be limited in any way.
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The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party,
and no third party beneficiary is intended or created by the execution of this AGREEMENT.
The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has
fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is
available to it under other provisions of this AGREEMENT, or otherwise in law.
XIII. Extra Work
A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT
in the SERVICES to be performed.
B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance
of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise
affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment
in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms
and shall modify this AGREEMENT accordingly.
C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM,"
under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY
decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final
payment of this AGREEMENT.
D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing
in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.
E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for
this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement
to this AGREEMENT.
XIV. Endorsement of Plans
If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering
data furnished by them.
XV. Federal Review
The Federal Highway Administration shall have the right to participate in the review or examination of the
SERVICES in progress.
XVI. Certification of the Consultant and the Agency
Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit
"G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered
Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's
over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over
five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and
submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General
Requirements" prior to its performance of any SERVICES under this AGREEMENT.
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14
Revised 4/10/2015
XVII. Complete Agreement
This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or
modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
to this AGREEMENT.
XVIII. Execution and Acceptance
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material
submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
conditions thereof.
XIX. Protection of Confidential Information
The CONSULTANT acknowledges that some of the material and information that may come into its possession
or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is
not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles,
credit card information, driver's license numbers, medical data, law enforcement records (or any other information
identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State
security data, or information which may jeopardize any part of the project that relates to any of these types of
information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence
and not to make use of the State's Confidential Information for any purpose other than the performance of this
AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such
information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent
or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
managerial safeguards to prevent unauthorized access to the State's Confidential Information.
Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's
option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential
Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other
steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information.
As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which
the State's Confidential Information was received; who received, maintained and used the State's Confidential
Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall
be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information
collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
investigating may include, but is not limited to, salting databases.
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14
Revised 4/10/2015
Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of
this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties.
It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which
is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the
confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing
such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall
be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential
and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such
confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to
include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully
disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;
(iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by
unaffiliated third parties engaged in the same business or businesses as the CONSULTANT.
The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure
laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/
or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a
public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or
otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such
records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent
jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the
AGENCY will release the requested information on the date specified.
The CONSULTANT agrees to notify the sub -consultant of any AGENCY communication regarding disclosure that
may include a sub -consultant's proprietary and/or confidential information. The CONSULTANT notification to the
sub -consultant will include the date that such records will be released by the AGENCY to the requester and state
that unless the sub -consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure
the AGENCY will release the requested information. If the CONSULTANT and/or sub -consultant fail to obtain
a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive
and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages,
liabilities, or costs associated with the AGENCY's said disclosure of sub -consultants' information.
XX. Records Maintenance
During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years
from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all
"documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents"
pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place
of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall
cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until
all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past
the six (6) year retention period.
For purposes of this AGREEMENT, "documents" means every writing or record of every type and description,
including electronically stored information ("ESI"), that is in the possession, control, or custody of the
CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT 's,
appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten
notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,
work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings,
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14
Revised 4/10/2015
tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or
telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or
description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the
CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original,
or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original.
For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any
kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either
directly or after translation into a reasonably useable form. ESI may include information and/or documentation
stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe
Acrobat, SQL databases, or any other software or electronic communication programs or databases that the
CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup
tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other
electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any
personal devices used by the CONSULTANT or any sub -consultant at home.
"Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally
created, viewed, and /or modified.
The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in
relation to this AGREEMENT and bind the sub -consultant to its terms, unless expressly agreed to otherwise in
writing by the AGENCY prior to the execution of such subcontract.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
"Execution Date" box on page one (1) of this AGREEMENT.
Signature Date
Date
Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office
of the Attorney General.
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14
Revised 4/10/2015
EXHIBIT A
City of Tukwila
Cascade View Elementary
Safe Routes to School Project - Phase 2
KPG
Scope of Work
January 14, 2016
PURPOSE:
This project includes preparation of final Plans, Specifications and Estimates for the
Cascade View Elementary Safe Routes to School Project - Phase 2 Project. Project
elements include:
• Concrete sidewalks are proposed on the east side of 33rd Ave S (S 140th St to S
144th St) and on the south side of S. 140th St (Military Road South to 34th Ave S)
along with a standard curb and gutter separating the sidewalk from the roadway.
• A traffic circle is proposed at the intersection of 33rd Ave S and S 140th St to assist
in reducing vehicle speeds and increase visibility and safety of pedestrians crossing
the street.
• Curb bulb -outs and/or pedestrian refuge islands at the east entrance/exit to the
traffic circle would be constructed to improve the safety of crossing S 140th St at
33rd Ave S. There are currently no ADA facilities to connect to within the project
limits.
Work includes necessary base mapping, design and franchise utility coordination. The City
has obtained the necessary exemptions and approvals for SEPA and NEPA requirements
in advance of project design. No additional permits are anticipated.
SCOPE OF WORK:
Task 1 Project Management/Coordination/Administration.
1.1 Provide project management administrative services including:
• Project set-up and execute agreement
• Execution of subconsultant agreements
• Preparation of monthly progress reports and invoices
• Record keeping and project closeout
1.2 Provide overall project management including:
• Project staff management and coordination
• Subconsultant management and coordination
• Prepare and update project schedule
• Schedule and budget monitoring
City of Tukwila Page 1 of 6 KPG
CV SRTS Phase 2 1/14/2016
1.3 Coordinate with City staff, including preparation and attendance of up to 6
coordination meetings throughout the duration of the project.
1.4 Provide QA / QC reviews by senior staff of all major deliverables prior to submittal to
the City.
Deliverables
• Project Schedule and necessary updates
• Monthly progress reports and invoicing
• Meeting agendas and minutes including a summary of decisions made /
needed resulting from design coordination meetings.
Task 2 Survey and Base Mapping.
Limits of survey: 33rd Avenue S (Approximately 50 feet wide plus additional at driveways
and side streets on east side) from the south side of S 144th Street to the north side of S
1401h Street and S 140th Street from Military Road to 34th Avenue S.
2.1 Establish horizontal and vertical control points along the corridor for field
topographic survey. Basis of control will be City of Tukwila Datum. The
CONSULTANT will locate, field survey, and calculate positions for all monuments
and control points throughout the project limits, using the Washington State plane
coordinate system. Conventional or GPS surveying methods will be used on this
project. Monuments or corners to be located and field surveyed include the
following:
• Section Corners
• Side street monuments
• Property Corners
2.2 Field Survey and Note Reduction. Perform note reduction of the field survey data.
2.3 Mapping work to prepare 1"=20' topographic base map and digital terrain model
(DTM) in AutoCAD format of the project within the limits described above.
2.4 The Consultant will retain the services of a firm to field locate and paint all utility
locations within the project corridor so that they can be surveyed and incorporated
into the base maps. Service line locations and gravity storm and sewer will not be
field located. Perform field survey to locate paint marks including surface features
(valves, manholes, catch basins, junction boxes, vaults, etc). Irrigation systems will
not be included.
2.5 Perform observation and measure -downs of existing storm drain catch basins and
manholes. The approximate size, type (brick, concrete), and general condition of the
structures to confirm suitability for continued use, and approximate size and location
of storm drainage pipes will be documented. These observations will be made from
the surface.
City of Tukwila Page 2 of 6 KPG
CV SRTS Phase 2 1/14/2016
2.6 The Consultant shall survey the utility potholes performed by franchise utilities
and/or subconsultant.
Deliverables
• Electronic copies of the completed field topographic base map in PDF and
AutoCAD.
Task 3 Right of Way Calculations
Perform the following work items necessary to establish the existing right-of-way (ROW)
along the corridor based on publicly available information. Title research or property rights
acquisition is not anticipated or included in the project budget.
3.1 Research Records. Determine which existing corners and monuments should be
field located and surveyed.
3.2 Calculations for ROW lines. Using the research information and the survey work
described above, calculate location and surveyed corners, roadway features and
monuments. Incorporate existing right of way into project base maps.
Deliverables:
• Right of way information will be incorporated into the project base maps.
Task 4 Public Outreach
4.1 Prepare flyer describing project. Mailing and postage will be provided by the City.
4.2 Prepare for and attend one (1) community open house meeting. Mailing meeting
notices and room arrangements will be provided by the City.
Deliverables
• Camera-ready mailings and flyers.
• Open house meeting graphics
• Summary Notes from open house meetings.
Task 5 Stormwater Preliminary Design and Alternatives Analysis
The Consultant shall prepare preliminary engineering of stormwater management and
conveyance facilities required for the project. Preliminary engineering will include the
following sub -tasks:
5.1 Compile and review existing stormwater data, including GIS data, record drawings,
and previous storm drainage reports for projects in the vicinity of the proposed
roadway improvements.
5.2 Analyze all applicable Core and Special Requirements of the KCSWDM to
City of Tukwila Page 3 of 6 KPG
CV SRTS Phase 2 1/14/2016 •
determine stormwater management requirements that will apply to the project.
5.3 Identify potential alternatives for meeting stormwater management requirements of
the KCSWDM, and a full retrofit of the roadway for water quality treatment. Perform
preliminary calculations for sizing alternatives facilities and prepare conceptual
drawings to illustrate each alternative.
5.4 Perform alternatives evaluation, consisting of planning -level cost estimates and
evaluation of advantages and disadvantages for each alternative for use in
alternative selection by the City.
5.5 Prepare and submit a brief technical memo to document the preliminary stormwater
design activities performed in the above subtasks. Upon approval by the City, the
final stormwater elements will be documented in the TIR during final design.
Deliverables
• Conceptual Drawings to illustrate each stormwater alternative., 1 electronic file
in PDF format
• Draft Stormwater Design Report, 2 bound copies of report and 1 electronic file
in PDF format
• Final Stormwater Design Report, 2 bound copies of report and 1 electronic copy
in PDF format
Assumptions
• The storm drainage design will be in accordance with the standards of the City
of Tukwila Municipal Code (14.30.060), including the 2009 King County Surface
Water Design Manual (KCSWDM) and the City's 2010 Infrastructure Design
and Construction Standards.
• The King County Runoff Time Series (KCRTS) will be used for hydrologic
modeling and design of stormwater management facilities.
Task 6 Final Plans, Specifications and Estimates
The Consultant shall prepare Final Plans, Specifications and Estimates for advertisement
and award by the City. Plans shall be formatted to provide sufficient detail for convenient
field layout of all proposed facilities. City standard details and WSDOT standard plans will
be supplemented with project specific details as required. Final bid documents will be
signed by a licensed professional engineer in the State of Washington.
6.1 Prepare draft Technical Information Report in accordance with City stormwater
requirements to include additional water quality facilities approved in task 4.
6.2 The Consultant shall prepare 30% Plans and Estimate for City review and comment.
City of Tukwila Page 4 of 6 KPG
CV SRTS Phase 2 1/14/2016
Plans will contain a roadway profile and sufficient plan view information to allow
verification of scope by City departments prior to final design.
6.3 The Consultant shall address City comments and finalize TI R.
6.4 The Consultant shall incorporate City comments and prepare 90% Plans,
Specifications, and Estimate for City review and comment. Specifications will be
based on WSDOT/APWA and City Standards.
6.5 Prepare contract specifications for the 90% and Bid submittals based on
WSDOT/APWA standards (English), grant funding requirements, and applicable
LAG standards.
6.6 Perform 30%, 60%, 90% and Bid Document quantity take -offs and opinion of costs.
6.7 The Consultant shall incorporate comments and finalize bid documents. Bid
documents will be uploaded to bxwa.com for advertisement by the City. It is
anticipated that final plans will include the following sheets. Sheets may be
combined or separated for clarity:
Cover sheet
Sheet Index, Survey Control & Alignment Data
Legend and Abbreviations
Roadway Sections
Paving and Restoration Details
Drainage Details
Site Preparation and Erosion Control Plans
Sidewalk Plan and Profiles
Drainage Plan and Profiles
(1 sheet)
(1 sheet)
(1 sheet)
(1 sheet)
(3 sheets)
(3 sheets)
(6 sheets)
(6 sheets)
(6 sheets)
TOTAL = 28 sheets
6.8 The Consultant shall provide bid period services to include responses to bidder
inquiries, preparation of addenda, attendance at bid opening, preparation of bid
tabulation, and recommendation to award or reject the apparent low bidder. The
budget assumes a straight forward review process with the low bidder receiving the
contract award.
Deliverables
♦ 30% Plans ('/2 size) & estimate, 5 bound, 1 unbound copy, 1 electronic file in
PDF format
♦ 90% Plans ('/2 size), specifications & estimate, 5 bound, 1 unbound copy, 1
electronic file in PDF format
♦ Final Bid Documents, 10 bound copies 1/2 size Plans, 1 electronic file in PDF
format.
City of Tukwila Page 5 of 6 KPG
CV SRTS Phase 2 1/14/2016
Additional Services
The City may require additional services of the Consultant in order to advance all or portions
of the project corridor through final design and construction. This work may include items
identified in the current task authorizations as well other items, which may include, but are
not necessarily limited to the following:
• Obtaining title reports and providing final right of way / easement legal
descriptions
• Providing property appraisals and negotiations
• Providing additional permitting or environmental studies
• Providing additional design services
• Providing construction management services
These services will be authorized under a future contract supplement if necessary. At the
time these services are required, the Consultant shall provide a detailed scope of work and
an estimate of costs. The Consultant shall not proceed with the work until the City has
authorized the work and issued a notice to proceed.
City of Tukwila Page 6 of 6 KPG
CV SRTS Phase 2 1/14/2016
Exhibit B
DBE Participation
NOT APPLICABLE
Agreement Number:
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
AutoCAD Civil 3K - KPG Standards
B. Roadway Design Files
AutoCAD Civil 3K - KPG Standards
C. Computer Aided Drafting Files
AutoCAD Civil 3K - KPG Standards
Agreement Number:
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
As identified in Exhibit A.
E. Specify the Electronic Deliverables to Be Provided to the Agency
As identified in Exhibit A.
F. Specify What Agency Furnished Services and Information Is to Be Provided
As identified in Exhibit A.
Agreement Number:
WSDOT Form 140-089 EF Exhibit C Page 2 of 4
Revised 10/30/2014
II. Any Other Electronic Files to Be Provided
As identified in Exhibit A
III. Methods to Electronically Exchange Data
Via email or FTP site
WSDOT Form 140-089 EF Exhibit C Page 3 of 4
Revised 10/30/2014
A. Agency Software Suite
Microsoft Office
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
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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:
WSDOT Form 140-089 EF Exhibit E Page 1 of 1
Revised 10/30/2014
Exhibit F
Title VI Assurances
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors
in interest agrees as follows:
1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non-
discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations,
Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"),
which are herein incorporated by reference and made a part of this AGREEMENT.
2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT,
shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention
of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATIONS, including employment practices when this AGREEMENT covers a program set forth
in Appendix B of the REGULATIONS.
3. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiations made by the CONSULTANT for work to be performed
under a sub -contract, including procurement of materials or leases of equipment, each potential sub -
consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under
this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color,
sex, or national origin.
4. Information and Reports: The CONSULTANT shall provide all information and reports required by the
REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the AGENCY, the
STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such
REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the
exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall
so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non-
discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions
as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to:
• Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT
complies, and/or;
• Cancellation, termination, or suspension of this AGREEMENT, in whole or in part.
6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through
(5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the
REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with
respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means
of enforcing such provisions including sanctions for non-compliance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with,
litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request
the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in
addition, the CONSULTANT may request the United States enter into such litigation to protect the interests
of the United States. Agreement Number:
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
Exhibit G-3
Exhibit G-4
Certification of Consultant
Certification of
Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Certificate of Current Cost or Pricing Data
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit G -1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
KPG, Inc.
whose address is
753 9th Ave N, Seattle WA 98109
and that neither the above firm nor I have:
a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely
for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any);
I acknowledge that this certificate is to be furnished to the City of Tukwila
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.
KPG, Inc.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit G -1(b) Certification of Tukwila
I hereby certify that I am the:
0 Mayor
El Other
of the City of Tukwila , and KPG, Inc.
or its representative has not been required, directly or indirectly as an express or implied condition in connection
with obtaining or carrying out this AGREEMENT to:
a) Employ or retain, or agree to employ to retain, any firm or person; or
b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind; except as hereby expressly stated (if any):
I acknowledge that this certificate is to be furnished to the WSDOT
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Signature - Mayor
Date
Agreement Number:
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.
KPG, Inc.
Consultant (Firm Name)
C 20.1
Signature (Authorized Official of Consultant) Date
Agreement Number:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
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.
KPG, Inc.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
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
representat've in support of Cascade Elementary Safe Routes to School * are accurate, complete, and current
as of (2S/Z,0(, **.
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: KPG, Inc.
Tsizioc4
Signature Title
Title
Date of Execution***: (1--
*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:
WSDOT Form 140-089 EF Exhibit G Page 1 of 1
Revised 10/30/2014
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XIII, Legal Relations
and Insurance of this Agreement is amended to $ NOT APPLICABLE
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of $ NOT APPLICABLE
Such insurance coverage shall be evidenced by one of the following methods:
• Certificate of Insurance.
• Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for
those funds.
Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed
$1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted
to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
professional liability insurance required.
Notes: Cost of added insurance requirements: $ NOT APPLICABLE
• Include all costs, fee increase, premiums.
• This cost shall not be billed against an FHWA funded project.
• For final contracts, include this exhibit.
Agreement Number:
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:
WSDOT Form 140-089 EF Exhibit / 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:
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 less, it would not be cost effective to proceed through the outlined steps. It is suggested that the
Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s)
that total $1,000 or less.
This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential
claim by the consultant.
Step 1 Consultant Files a Claim with the Agency Project Manager
If the consultant determines that they were requested to perform additional services that were outside
of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed
is the request for consideration of the claim to the Agency's project manager.
The consultant's claim must outline the following:
• Summation of hours by classification for each firm that is included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
• Timeframe of the additional work that was outside of the project scope;
• Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
• Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.
Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation
After the consultant has completed step 1, the next step in the process is to forward the request to the
Agency's project manager. The project manager will review the consultant's claim and will met with the
Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's
recommendation for federal participation in the claim to the WSDOT Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
(if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including
backup documentation to the consultant to either supplement the agreement, or create a new agreement
for the claim. After the request has been approved, the Agency shall write the supplement and/or new
agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for
the agreement is subject to audit. No further action in needed regarding the claim procedures.
If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures.
Agreement Number:
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:
WSDOT Form 140-089 EF Exhibit J Page 2 of 2
Revised 10/30/2014