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HomeMy WebLinkAbout04-103 - KPG Inc - Interurban Avenue South (South 143rd Street to Fort Dent Way)WiWashington State Department of Transportation 04-103(e) Council Approval N/A Supplemental Agreement Organization and Address KPG, Inc. KPG, Inc. 753 9th Ave North Seattle, WA 98109 Agreement Number 04-103 (p ) Project Number 03-RWO2 Phone (206) 286-1640 Project Title Interurban Boulevard New Maximum Amount Payable $ 463,472.76 Description of Work South 143rd Street to Fort Dent Way Prepare Plans, Specifications and Estimates The Local Agency of City of Tukwila desires to supplement the agreement entered into with KPG, Inc. and executed on 12/8/2004 and identified as Agreement No. 04-103 AH provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: No revisions 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 he August 1, 7010 Section V, PAYMENT, shall be amended as follows: No revisions III 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: Nelson Davis By: City of Tukwila • 4") Consultant Signature DOT Form 140-063 EF Revised 10/97 Approving . Signature -57'6(-11-c7? aX /6iiv--S Aft � Washington State mI/ Department of Transportation 04-103(d) Council Approval N/A RECEIVED NO2V Supplemental_ Agreement -i 4 - .., Organization and Address KPG, Inc. PUBL C WORKS KPG, Inc. 9th Ave North Seattle, WA 98109 Agreement753 Number 04-103 ( d, ) Project Number 03-RWO2 Phone (206) 286-1640 Project Title Interurban Boulevard New Maximum Amount Payable $ 463,472.76 Description of Work South 143rd Street to Fort Dent Way Prepare Plans, Specifications and Estimates The Local Agency of City of Tukwila desires to supplement the agreement entered into with KPG, Inc. and executed on 12/8/2004 and identified as Agreement No. 04-103 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: Section 1, SCOPE OF WORK, is hereby changed to read: Time extension water line design and finalize 90% Plans, Specifications, and Estimates in accordance with Exhibit A attached_ 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 he June 1 7010 111 Section V, PAYMENT, shall be amended as follows: Additional payment for this work -shall not exceed $28.801.76 in accordance with Exhibit B, attached 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 officefor final action. By: Nelson Davis By: City of Tukwila DOT Form 140-063 EF Revised 10/97 Consultant Signature Appro �yf';+' hority Signature /6 -ref , Og/6JArA1 EXHIBIT A CITY OF TUKWILA INTERURBAN AVENUE SOUTH S. 143RD STREET TO FORT DENT WAY KPG, Inc. Scope of Work Supplement Number 4 Water Design and 90% P, S, and E November 16, 2009 PROJECT DESCRIPTION This supplement provides design services to advance Plans, Specifications, and Estimates to the 90% stage. 60%. Plan comments received from the City will be addressed and additional detail provided in order to complete the 90% Submittal. Revisions from the original work scope include a water line relocation along the length of the project, allowance for sanitary sewer improvements that are anticipated by the City, and completion of roadway, wall, and debris containment wall design. Bid Documents, Franchise Utility underground design, Community Involvement, Right of Way acquisition and any necessary environmental permits that may be required prior to construction are not included in this scope of work. Project technical specifications will be provided based on the 2008 Standard Specifications. Divisions 1 and 10 will not be completed until funding for final bid documents and construction becomes available. The Consultant shall prepare draft 90% Plans for City review and comment. The Consultant will incorporate City comments into the final 90% Plans, Specifications, and Estimate and deliver to the City. The final submittal will include one (1) full size bond set of Plans, five (5) half size Plans, Specifications, and Estimate, and one (1) CD with electronic versions of the Plans, Specifications, and Estimate. This supplement supersedes previous scope descriptions. All other provisions of the original Contract remain in effect. Page 1 of 1 1 m H CD x w HOUR AND FEE ESTIMATE (1.5 • 2 *pog U C 4019 u11 • 3•U w CO d) a 0 to A Ea .C1)17 ++ p w' L d p (O O O c r G ca > d Z 3 Q c `° -0 E 46 2 41 a 0 - 0 a 0 F- Labor Hour Estimate co 1.11L) Q EA O O U) '5) w %T. 0 0 N co 1- r r 0) O co In c7 O) O I� O CO O T- O (0 M co co O O rt CO r O O N 69- Ea Ea te ER O O CO CO O O co CD 0 O <o O O O O O CO O N c4 N CO CO CO O 0) N CD CO CO ID a) 0 0_ O 0 ID E 0 O O ID f0 -o as 0_ a) a a) E CID < (0 0 a 41, Total Estimated Fee: Hourly rates are based on the following: ER c+) CO N O ED M EA r 0 c0 69 - • Washington State Department of Transportation • QUI. 103 Cc-) Supplemental Agreement Organization and Address KPG, Inc. KPG, Inc. 753 9th Ave North Seattle, WA 98109 Agreement Number 04-103 CO o Project Number 03-RWO2 Phone (206) 286-1640 Project Title Interurban Boulevard New Maximum Amount Payable $ 434,671.00 Description of Work South 143rd Street to Fort Dent Way Prepare Plans, Specifications and Estimates The Local Agency of City of Tukwila desires to supplement the agreement entered into with KPG, Inc. and executed on 12/8/2004 and identified as Agreement No. 04-103 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: Section 1, SCOPE OF WORK, is hereby changed to read. No revisions 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 he August 31, 2009 Section V, PAYMENT, shall be amended as follows. No revisions. 111 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. Nelson Davis DOT Form 140-063 EF Revised 10/97 By. City of Tukwila grin Approvi ority Signature op a M l s-crIeL a) • = • WFWashington State A Department of Transportation • 0t1-703 cli Supplemental Agreement $ 2 Organization and Address KPG, Inc. KPG, Inc. 753 9th Ave North Seattle, WA 98109 Agreement Number 04-103 (1/4)) Project Number 03-RWO2 Phone (206) 286-1640 Project Title Interurban Boulevard New Maximum Amount Payable $ 434,671.00 Description of Work South 143rd Street to Fort Dent Way Prepare Plans, Specifications and Estimates The Local Agency of City of Tukwila desires to supplement the agreement entered into with KPG, Inc. and executed on 12/8/2004 and identified as Agreement No. 04-103 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: Section 1, SCOPE OF WORK, is hereby changed to read. No revisions. 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 he December 31, 2008 111 Section V, PAYMENT, shall be amended as follows: No revisions 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: Nelson Davis Consultant Signature DOT Form 140-063 EF Revised 10/97 By: City of Tukwila Approvin --- 1-1-1+0y ity Signature / 5 21-0 Qgi6�n�S Washington State Department of Transportation 100-103 Supplemental Agreement Organization and Address KPG, Inc. KPG, Inc. 753 9th Ave North Seattle, WA 98109 Agreement Number 04-103 Project Number 03-RWO2 Phone (206) 286-1640 Project Title Interurban Boulevard New Maximum Amount Payable $ 434,671.00 Description of Work South 143rd Street to Fort Dent Way Prepare Plans, Specifications and Estimates The Local Agency of City of Tukwila desires to supplement the agreement entered into with KPG, Inc. and executed on 12/8/2004 and identified as Agreement No. 04-103 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. Section 1, SCOPE OF WORK, is hereby changed to read: No revisions. 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 he December 31, 2007 Section V, PAYMENT, shall be amended as follows: No revisions. 111 as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplem- t and as -e to the changes as stated above, please sign in the appropriate spaces below and return to this offic- dr final -ct • n. By: - '.4. ;sI G . 0.1 l AI onsulta DOT Form 140-063 EF Revised 10/97 ignature By: City of Tukwila Approving Authority Signature • • 196 64 - Local Agency Standard Consultant Agreement Agreement Number Federal Aid Number Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ ® Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method ❑ Actual Cost ❑ Actual Cost Not To Exceed ® Fixed Rate Fixed Fee $ 28,82100 ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate 0 Provisional Hourly Rate 0 Cost Per Unit of Work 153.8 % 153.8 % ! Consultant/Address/Telephone KPG, Inc 753 9th Avenue Seattle, WA 98109 206-286-1640 Project Title And Work Description City of Tukwila Interurban Boulevard S 143rd Street to Fort Dent W ay Prepare plans, specifications and estimates DBE Participation ❑Yes ®No WBE Participation ❑ Yes ® No oda Federal ID Number or Social Security Number 91-1477622 Do you require a 1099 for IRS? Completion Date ❑ Yes 0 No December 31, 2005 Total Amount Authorized $ Management Reserve Fund $ Maximum Amount Payable $ 434,671.00 434,671.00 THIS AGREEMENT, made and entered into this between the Local Agency of day of City of Tukwila , Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the "CONSULTANT" WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained tri CD 3s3 hereinor attached and incorporated and made a part hereof, the parties hereto agree as follows: DOT Form 140-089 EF Page 1 of 8 Revised 12/99 0701 ORIGINAL O N O • GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT The CONSULTANT shall furnish all services, labor and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT II SCOPE OF WORK The Scope of Work and project level of effort for this project is detailed in Exhibit "B" attached hereto, and by this reference made a part of this AGREEMENT III GENERAL REQUIREM ENTS 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 or individuals shall be coordinated through the AGENCY The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY or such Federal, Community, State, 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 number of hours or days notice — required shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "B" attached hereto and made part of this AGREEMENT The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated Goals for Disadvan- taged Business Enterprises (DBE) and Women Owned Business Enterprises (WBE) if required shall be shown in the heading of this AGREEMENT All reports PS&E r>akials. and other data, furnished to the CONSULTANT by the AGENCY shall be returned. All designs, drawings, specifications, documents, and other work products prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT and are property of the AGENCY Reuse by the AGENCY or by others acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT IV TIME FOR BEGINNING AND COM PLETION The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date The established completion time shall not be extended because of any delays attributable to the CONSULT- ANT, but may be extended by the AGENCY, in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V PAYM ENT The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "C" attached hereto, and by this reference made part of this AGREEMENT Such payment shall be full compen- sation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work" The CONSULTANT shall conform with all applicable portions of 48 CFR 31 Page 2 of 8 VI SUBCONTRACT The AGENCY permits subcontracts for those items of work as shown in Exhibit G to this Agreement. Compensation for this subconsultant work shall be based on the cost factors shown on Exhibit G, at- tached hereto and by this reference made a part of this AGREEMENT The work of the subconsultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY All reimbursable direct labor, overhead, direct non - salary costs and fixed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section V. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any other relationship VII EMPLOYMENT The CONSULTANT warrants that he/she has 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 consider- ation, 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 discre- tion, to deduct from the 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 ar.) 1L3: ry .ii Jam, 3 vi IG vvi�J.J �. rli\ under this AGREEMENT shall be considered employees of the + SULTANT only and not of the AGENCY, and any a d all claims that may or might arise under any Workmen's compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT The CONSULTANT shall not engage, on a full or part time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Depart- ment of Transportation, the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII NONDISCRIM (NATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employ- ment or for services because of race, creed, color, national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employ- ment upgrading, demotion or transfer, recruitment or any recruitment advertising, a layoff or terminations, rates of pay or other forms of compensation, selection for training, rendition of services. The CONSULT- ANT understands and agrees that if it violates this provision, this AGREEMENT may be terminated by the AGENCY and further that the CONSULTANT shall be barred from performing any services for the AGENCY now or in the future unless a showing is made satisfactory to the AGENCY that discrimina- tory practices have terminated and that recurrence of such action is unlikely During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows A. COMPLIANCE WITH REGULATIONS The CONSULTANT shall comply with the Regula - manner as in Federa•.-assisted programs of the Page 3 of 8 Department of Transportation, .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 incorpo- rated by reference and made a part of this AGREEMENT The consultant shall comply with the American Disabilities Act of 1992, as amended. B NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a bona fide occupational qualification in the selec- tion and retention of subconsultants, including procurements of materials and leases of equip- ment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21 5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix II of the Regulations. C. SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERI- ALS AND EQUIPMENT In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sex, age, marital status, national origin and handicap D. 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 to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the CONSULTANT is in the exclu- sive possessioraknother who fails or refuses to furnish this information the CONSULTANT shall so certify to the AGENCY, or the United States Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. E. SANCTIONS FOR NONCOMPLIANCE. In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to. 1 Withholding of payments to the CONSULT- ANT under the AGREEMENT until the CONSULTANT complies, and/or 2. Cancellation, termination or suspension of the AGREEMENT, in whole or in part. F INCORPORATION OF PROVISIONS' The CONSULTANT shall include the provisions of paragraphs (A) through (G) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto The CON- SULTANT shall take such action with respect to any subconsultant or procurement as the AGENCY or the Federal Highway Administra- tion may direct as a means of enforcing such provisions including sanctions for noncompli- ance, provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the CON- ULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY, and in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. G UNFAIR EMPLOYMENT PRACTICES' The CONSULTANT shall comply with RCW 49 60 180 Page 4of8 IX TERMINATION OF AGREEMENT The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the CONSULTANT In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMENT used. No payment shall be made for any work completed after ten days following receipt by the CONSULT- ANT 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 computed as set forth herein above, 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 CON- SULTANT, the above formula for payment shall not apply In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULT- ANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termina- tion, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which maybe required to do so, and other factors which affect the value to the AGENCY of the work per- formed at the time of termination. Under no circumstances shall payment made under this subsec- tion exceed the amount which would have been made using the formula set forth in the previous paragraph. If it is determined for any reason that the CONSULT- ANT was not in default or that the CONSULTANT's failure to perform is without it or it's employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY in In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervi- sory personnel assigned to the project, or, dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY The subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY's concur- rence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CON- SULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULT- ANT to perform work required of it by the AGENCY Forbearance of any rights under the AGREEMENT will not constitute waiver of entitle- ment to exercise those rights with respect to any future act or omission by the CONSULTANT X CHANGES OF WORK The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV Page 5 of 8 XI DISPUTES Any dispute concerning questions of fact in connec- tion with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT, provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review XII VENUE, APPLICABLE LAW AND PERSONAL JURISDICT ION In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washing- ton, situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accor- dance 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 in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT This AGREEMENT shall be interpreted and construed in accord with the laws of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE, and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT's nealiaence or breach of any of its obligations under this AGREEMENT provided that nothing herein s�iall require a CONSULTANT to indemnify the AGENCY and the STATE against and hold harmless the AGENCY and the STATE from claims, demands or suits based solely upon the conduct of the AGENCY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT's agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of defending such claims and suits, etc. shall be valid and enforce- able only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents or employees. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW The CONSULTANT recognizes that this waiver was specifically entered into pursuant to the provisions of RCW 4.24 115 and was the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of an acceptable, supplemental agreement, the CONSULTANT shall provide on-call assistance to the AGENCY during contract adminis- tration. By providing such assistance, the CONSULTANT shall assume no responsibility for' proper construction techniques, job site safety, or any construction contractor s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as other- wise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCV' , 48 Page 5 of 8 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. General commercial liability insurance in an amount not less than a single limit of one million and 00/100 Dollars ($1,000,000 00) for bodily injury, including death and property damage per occurrence Excepting the Worker's Compensation insurance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all certificates of insurance as an additional insured. 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 14 days of the execution of this AGREEMENT to the AGENCY No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY The CONSULTANT's professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million dollars, whichever is the greater unless modified by Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclu- sive, and the AGENCY and the STATE may take such other action as is available to them under other provisions of this AGREEMENT, or otherwise in law XIV EXTRA WORK A. The AGENCY may at any time, by written order, make changes within the general scope of the 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 work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable, (2) delivery or completion schedule, or both, and (3) other affected terms and shall modify the AGREE- MENT accordingly C The CONSULTANT must submit its "request for equitable adjustment" (hereafter referred to as claim) under this clause within 30 days from the date of receipt of the written order However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a claim submitted before final payment of the AGREEMENT D Failure to agree to any adjustment shall be a dispute under the Disputes clause. However nothing in this clause shall excuse the CON- SULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and condition of paragraphs (a) and (b) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT XV ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data furnished by him Page 7 of 8 XVI • • XVIII FEDERAL AND STATE REVIEW COMPLETE AGREEMENT The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibit "A-1", are the Certifications of the Consultant and the Agency, Exhibit "A-2" Certifbation regarding debarment, suspension and other responsibility matters - primary covered transactions, Exhibit "A-3" Certifbation regarding the restrictions of the use of Federal funds for lobbying, and Exhibit "A-4" Certifcate of Current Cost or Pricing Data. Exhibits "A-3" and "A-4" are only required in Agreements over $100,000 This document and referenced attachments contains 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, represen- tation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT XIX EXECUTION AND ACCEPT ANCE 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 agreements contained in the proposal, and the supporting materials submitted by the CONSULT- ANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. f\Ai\/ .%&9 v-'1 Agency Mayor, City of Tukwila Pace 8 of 8 • • Exhibit A-1 Certification Of Consultant I hereby certify that I am P. Joseph Giacobazzi representative of the film of KPG, Inc 753 9th Avenue North, Seattle, WA 98109 firm I here represent has: (a) Project No. Local Agency Tukwila and duly authonzed whose address is and that neither I nor the above 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 contract. (b) Agreed, as an express or implied condition for obtaining this contract, to employ or to retain the services of any firm or person in connection with carrying out the contract. (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, cpintribution donation or consideration of any kind for, or in connection with procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent isauthorized to do business in the State of Washington and that the firm is in full compliance with the requirements of the board of Professional Registration. I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid funds and is subject to applicable State and Federal laws, both criminal and civil. di ii /Date ) Certification of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Tukwila Washington and that the above consulting firm or their representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain, or agree to employ or 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 here expressly stated (if any). I acknowledged that this certificate is to be available to the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid highway funds and it subject to applicable Stat and Federal laws, both criminal and civil. Date Signature • • Exhibit A-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters -Primary Covered Transactions 1. 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-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): KPG, Inc (Date) ident op',Q{uthorized Official of Consultant • • Exhibit A-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 an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an 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 L obbying," 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, T itle 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 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 subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Finn): KPG, Inc (D te) (Sig orized Official of Consultant • • Exhibit A-4 Certificate of Current Cost or Pricing Data This is to verify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of Exhibit D-1 * are accurate, complete, and current as of November 11, 2004 **. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm KPG, Inc Name P. Joseph Giacobazzi, KPG Title Principal Date of Execution*** [1 //1 Joi * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached. *** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. • EXHIBIT B • CITY OF TUKWILA IN i'bRURBAN AVENUE SOUTH S. 143RD STREET TO FORT DENT WAY KPG, Inc. Scope of Work October 27, 2004 A. PROJECT DESCRIPTION The City of Tukwila intends to improve Interurban Avenue South between South 143`d Street and Fort Dent Way. Recent funding for this project includes the preparation of plans, specifications and estimate, and right-of-way plans to improve the corridor. Improvements will include: • Minor widening to provide for standard lane widths. ■ Installation of curb, gutter and sidewalk on both sides of the road • Pavement rehabilitation and overlay • New lighting • Interconnect and CCTV • Signal modifications as necessary at Fort Dent Way • Aerial utility undergrounding • Storm drainage improvements including detention and water quality treatment • Landscaping and irrigation ■ Slope stabilization of the exposed scarp above the road near Fort Dent Way • Possible retaining walls to contain the wider roadway section • New channelization and signing Project design and right-of-way plans will comply with federal funding requirements outlined in the WSDOT Local Agency Guidelines Manual. It is anticipated the project will require an Environmental Classification Summary and that the project will fall under the NEPA Categorical Exclusion (CE) with documentation. This scope of work assumes that the documented CE will meet NEPA requirements. In addition it is anticipated that the project will require SEPA approval, Shoreline Approval and a Biological Assessment. B. DELIVERABLES The Consultant shall provide the following deliverables with this project: • Digital files of base mapping ■ 2 copies preliminary geotechnical report • 2 copies final geotechnical report • 2 copies of draft pavement report Page 1 of 6 • EXHIBIT B • • 2 copies of final pavement report ■ File copy of SEPA checklist • File copy of all permit applications • 5 copies Drainage Design Report • 10 copies 30% plans and estimate (11"x17") ■ 10 copies 60% plans, specifications, and estimate (11"x17") ■ 10 copies 90% plans, specifications, and estimate (11"x17") ■ 2 copies preliminary right-of-way needs plans (11"x17") ■ File copy of Final right-of-way plan (22"x34" Mylar) • Digital copies of all deliverables, in requested format The City of Tukwila shall provide the following: • GIS aerial mapping information in digital format • Existing survey and right-of-way information ■ Any required traffic counts ■ Previous roadway design studies • Plan reviews, comments, and approvals • Property owner mailings, if required ■ Meeting room arrangements ■ Survey right -of -entries, if required ■ Environmental Classification Summary • Biological Assessment C. SCOPE OF WORK TASK 1 - MANAGEMENT / COORDINATION / ADMINISTRATION 1.1 The Consultant shall provide continuous project management for the project duration (estimate 12 months). 1.2 The Consultant shall prepare a comprehensive schedule and provide updates as necessary. 1.3 The Consultant shall prepare monthly progress reports identifying work in progress, upcoming work elements, and a reporting of any delays, problems or additional information needs. 1.4 The Consultant shall provide management and administration of all subcontractors included in this scope of work. 1.5 The Consultant shall prepare for and attend coordination meetings with City staff at regular intervals in the design process to discuss key issues and track progress (estimate 10 meetings). Page 2 of 6 • ,. • EXHIBIT B • 1.6 The Consultant shall provide quality assurance/quality control (QA/QC) reviews of all work products prior to submittal for City review. TASK 2 - SURVEY AND BASE MAPPING 2.1 The Consultant shall prepare design base maps of the corridor that includes the 100 year floodplain and two river cross sections of the Duwamish River and the slope scarp near Fort Dent Way. EarthTech will provide survey, base mapping and right of way plans. 2.2 The Consultant shall coordinate field locates of all existing utilities in the corridor for incorporation into the updated base maps. Field locates will be prepared by APS, Inc. A budget of $4,000 is included for use in field locates and potholing. Potholing needs will be identified following completion of the 30% design and City review. TASK 3 - PUBLIC INVOLVEMENT 3.1 The Consultant shall prepare for and attend one (1) community open house meeting. Meeting locations will be secured by the City. 3.2 The Consultant shall attend one-on-one meetings with affected property owners along the corridor to discuss the project, private property impacts and/or right-of- way and easement needs (estimate 6 meetings). 3.3 The Consultant shall prepare one newsletter to invite residents to community open house meeting. Preparation of distribution lists and mailing will be by the City. TASK 4 - WSDOT COORDINATION 4.1 The Consultant shall attend one coordination meeting with WSDOT to obtain review and approval of the project design at the Fort Dent Way intersection. 4.2 The Consultant shall prepare, submit, and respond to WSDOT comments for plan reviews. 4.3 The Consultant shall document meeting notes and phone correspondence with WSDOT. Page 3 of 6 EXHIBIT B • TASK 5 - UTILITY COORDINATION 5.1 The Consultant shall distribute mailings and preliminary plans to franchise utility purveyors along the corridor in order to facilitate relocation and adjustment coordination 5.2 The Consultant shall coordinate with franchise utilities to incorporate the necessary relocations, adjustments or upgrades into the project design. 5.3 The Consultant shall coordinate with Seattle City Light and PSE for utility undergrounding improvements along the corridor (estimate 2 meetings). 5.4 The Consultant shall complete undergrounding civil conversion design based on conduit, vault and slab information provided by the utility purveyors. This scope is based on the assumption that the Seattle City Light system will be transferred over to PSE and that the utility undergrounding electrical design will be completed by PSE. 5.5 The Consultant shall document meeting notes and phone correspondence with all franchise utility purveyors. TASK 6 - GEOTECHNICAL INVESTIGATION 6.1 The Consultant shall obtain previous geotechnical information from past studies that may have been prepared by the City, METRO, WSDOT or others in the project vicinity. 6.2 Based on previous studies and field reconnaissance, the Consultant shall prepare a preliminary geotechnical review of the project. Preliminary geotechnical review will be performed by Landau Associates. 6.3 The Consultant shall complete field explorations to support pipeline design, slope stabilization, retaining wall design and pavement design based on the approved 30% plans. Field exploration will be under the supervision of Landau Associates. Existing pavement sections will be confirmed by roto -hammer exploration at up to 8 locations. 6.4 The Consultant shall compile previous geotechnical findings with the results of field explorations to develop geotechnical engineering results and conclusions. Geotechnical analysis will be performed by Landau Associates in accordance with this scope of work. Page 4ol6 • EXHIBIT B • TASK 7 - PAVEMENT INVESTIGATION 7.1 The Consultant shall field test the existing pavement section using a falling weight deflectometer and existing pavement data to develop a pavement reconstruction/overlay plan for the corridor based on traffic composition data provided by the City. 7.2 The Consultant shall compile the results of field explorations to develop a pavement reconstruction report. Pavement testing and report preparation will be performed by Pavement Engineers. TASK 8 - PERMITTING 8.1 The Consultant shall coordinate with the King County Flood District for acceptance of the project scope (estimate 2 meetings). 8.2 The Consultant shall prepare and submit a SEPA checklist for review and processing by the City. 8.3 The Consultant shall Prepare and submit a Shoreline Permit for review and processing by the City. 8.4 The Consultant shall document all meeting notes and phone correspondence with resource agencies. TASK 9 - PREPARE PLANS, SPECIFICATIONS AND ESTIMATE 9.1 The Consultant shall review alignment options and recommend minor variations to the alignment, channelization, median locations, etc. as appropriate. The variations will be prepared in collaboration with City staff with the preferred alternative used for the basis of final design. 9.2 The Consultant shall prepare 30% plans based on the preferred alternative for City review and approval. 9.3 The Consultant shall prepare a Drainage Report for the project that outlines drainage basins, flow rates, detention and water quality facilities. 9.4 The Consultant shall prepare structural design based on the preferred alternative. Structural design will be by CivilTech. It is assumed that the project structural elements will include 4,000± square feet of structural wall and 25,000± square feet of soil stabilization slope covering. Page 5 01-'6 • EXHIBIT B • 9.5 The Consultant shall prepare 60% plans and cost estimate for the roadway corridor. The plans shall be in sufficient detail to allow review and confirmation of planned roadway, pedestrian, channelization, drainage, and illumination system by the City during review. 9.6 The Consultant shall prepare 90% Plans (estimate 90 sheets) for review and approval by the City. Plans shall be formatted to provide sufficient detail for convenient field layout of all proposed facilities. City standard details and WSDOT standard plans will be supplemented with project specific details as required. Plan information shall include: • Centerline control information • Limits of construction ■ Typical sections and details • Roadway plan and profiles • Temporary erosion and sediment control plans • Drainage system plan and profiles • Wall plan and profiles, and slope stabilization plans and details • Channelization and Signing plans • Signal modification plans and details ■ Illumination plans • Civil undergrounding design • Urban Design plans and details • Landscape/restoration plans ■ Irrigation plans and details 9.7 The Consultant shall prepare 60% (outline only) and 90% specifications for review and approval by the City. Specifications shall be based on 2002 WSDOT / APWA standard specifications, using contract boilerplate and general special provisions provided by the City. 9.8 The Consultant shall calculate quantities and prepare a construction cost estimate in support of the 30%, 60% and 90% plans and specifications. TASK 10 - RIGHT-OF-WAY 10.1 The Consultant shall prepare preliminary right-of-way plans to document existing conditions based on existing Assessor and WSDOT information. 10.2 The Consultant shall finalize right-of-way plans based on the 60% design. The final right-of-way plans will identify all necessary easements and right-of-way acquisition. Page 6 of 6 • • Exhibit C-2 Payment (Cost Pius Fixed Fee) The CONSUL TANT shall be paid by the AGE NCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for all work performed or services rendered and for all labor, materials, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of W ork." The CONSULTANT shall conform with the applicable portion of 48 CFR 31. A. Actual Costs Payment for all consulting services for this project shall be on the basis of the CONSUL TANT's actual cost plus a fixed fee. T he actual cost shall include direct salary cost, overhead, and direct nonsalary cost. 1. Direct Salary Costs The direct salary 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 AGRE EMENT. 2. Overhead Costs Overhead costs are those costs other than direct costs which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rate shown in the heading of this AGRE EMENT, under "Overhead Progress Payment Rate." T otal overhead payment shall be based on the method shown in the heading of the AGRE EMENT. The three options are explained as follows: a. Actual Cost Not T o Exceed Maximum Percent: If this method is indicated in the heading of this AGREEMENT, the AGENCY agrees to reimburse the CONSUL TANT at the actual overhead rate verified by audit up to the maximum percentage shown in the space provided. Final overhead payment when accumulated with all other actual costs shall not exceed the total maximum amount payable shown in the heading of this AGRE EMENT. b. Fixed Rate: If this method is indicated in the heading of the AGRE EMENT, the AGENCY agrees to reimburse the CONSUL TANT for overhead at the percentage rate shown. T his rate shall not change during the life of the AGRE EMENT. A summary of the CONSUL TANT's cost estimate and the overhead computation are attached hereto as Exhibit D-1 and by this reference made part of this AGRE EMENT. When an Actual Cost method, or the Actual Cost Not T o Exceed method is used, the CONSUL TANT (prime and all subconsultants) will submit to the AGE NCY within three months after the end of each firm's fiscal year, an overhead schedule in the format required by the AGE NCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. Failure to supply this inform ation by either the prim e consultant or any of the subconsultants shall cause the agency to withhold paym ent of the billed overhead costs until such tim e as the required information is received and an overhead rate for billing purposes is approved. • • The STATE and/or the Federal Government may perform an audit of the CONSUL TANT's books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Nonsalary Costs Direct nonsalary costs will be reimbursed at the actual cost to the CONSUL TANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of subconsultants. Air or train travel will only be reimbursed to economy class levels unless otherwise approved by the AGE NCY. Automobile mileage for travel will be reimbursed at the current rate approved for AGE NCY employees and shall be supported by the date and time of each trip with origin and destination of such trips. Subsistence and lodging expenses will be reimbursed at the same rate as for AGE NCY employees. T he billing for nonsalary cost, directly identifiable with the Project, shall be an itemized listing of the charges supported by copies of original bills, invoices, expense accounts, and miscellaneous supporting data retained by the CONSUL TANT. Copies of the original supporting documents shall be provided to the AGE NCY upon request. All of the above charges must be necessary for the services to be provided under this AGRE EMENT. 4. Fixed Fee The fixed fee, which represents the CONSUL TANT's profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional fixed fee which could be authorized from the Management Reserve Fund. T his fee is based on the scope of work defined in this AGREEMENT and the estimated man -months required to perform the stated scope of work. In the event a supplemental agreement is entered into for additional work by the CONSUL TANT, the supplemental agreement may include provisions for the added costs and an appropriate additional fee. T he 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 invoices. 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, T ermination of Agreement. 5. Management Reserve Fund The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator the flexibility of authorizing additional funds to the AGRE EMENT for allowable unforeseen costs, or reimbursing the CONSUL TANT for additional work beyond that already defined in this AGRE EMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or 10% of the Total Amount Authorized as shown in the heading of this AGRE EMENT. The amount included for the Management Reserve Fund is shown in the heading of this agreement. T his fund may be replenished in a subsequent supplemental agreement. Any changes requiring additional costs in excess of the "Management Reserve Fund" shall be made in accordance with Section XIV, "E xtra Work." 6. Maximum Total Amount Payable The maximum total amount payable, by the AGE NCY to the CONSUL TANT under this AGRE EMENT, shall not exceed the amount shown in the heading of this AGRE EMENT. The Maximum Total Amount Payable is comprised of the T otal Amount Authorized, which includes the Fixed Fee and the Management Reserve Fund. T he Maxim,,,,, Total a,im cunt doPc not include payment for extra work as stipulated in Section XIV, "E xtra • • B. Monthly Progress P ayments The CONSULTANT may submit invoices to the AGE NCY for reimbursement of actual costs plus the calculated overhead and fee not more often than once per month during the progress of the work. Such invoices shall be in a format approved by the AGE NCY and accompanied by the monthly progress reports required under Section III, General Requirements, of this AGRE EMENT. The invoices will be supported by an itemized listing for each item including direct salary, direct nonsalary, and allowable overhead costs to which will be added the prorated Fixed Fee. T o provide a means of verifying the invoiced salary costs for CONSULTANT employees, the AGE NCY may conduct employee interviews. T hese interviews may consist of recording the names, titles, and present duties of those employees performing work on the PROJE CT at the time of the interview. C. Final Payment Final payment of any balance due the CONSUL TANT of the gross amount earned will be made promptly upon its verification by the AGE NCY after the completion of the work under this AGRE EMENT, contingent upon receipt of all PS&E , plans, maps, notes, reports, and other related documents which are required to be furnished under this AGRE EMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSUL TANT may have against the AGE NCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSUL TANT prior to its acceptance. Said final payment shall not, however, be a bar to any claims that the AGE NCY may have against the CONSUL TANT or to any remedies the AGE NCY may pursue with respect to such claims. T he payment of any billing will not constitute agreement as to the appropriateness of any item and that 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 AGE NCY within ninety (90) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSUL TANT for any claims relating to the validity of a finding by the AGE NCY of overpayment. D. Inspection of Cost Records The CONSULTANT and the subconsultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of three years after final payment, the cost records and accounts pertaining to this AGRE EMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three-year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. EXHIBIT D-1 HOUR AND FEE ESTIMATE 0 0 u- 0 0 CO C LC) 1c1 - LO LO EA* 0 O (0 E 13 0 C 0 .130 0 0 E 0 (a 2 co 1- . • 44-I d- I CO O CO V CDII r 0 S I co (0 N. N- N Ln M,MIM co p - C N CLC - O)'r-IN N N 1 EA 69- fa 69 EA - O ti O N O CO O O O O O O 0 O O O O O O O O N N N O CO O CO 0 •a O c 0 0 C6 0 a) a) U ,N 0 0 C 0 0 X co a) 0 0— O 0'0 O O N 'CC 0 CD CO CO N O O 0) ti rn o Or. N,CO 00 0) Vii LC) Lc ) CO CO CA 1"-- "a- V CO C),"71- N - O N (O I EA- fR69-169- 40. V 0 V CO CO O'OI co CO 0 0, CO O,� 0 N V N CO (n ca a) 0 O c 0 ca:a -0 O 0 U fn N (6 ti V-MIOl ViCO COIO ti N CO 'O tO fO . CO co 0) V coILO, co N r- t7 EA- EA -1 69-1E9 CDINI'c' I I 0 a010 CO O CO 0 O N VIN CO N N N, CO lu) cu Tc a) > 0 -0 C6 O c' E c c6 0 o-- �-a •5 0 ,Y 0,0) 0 cm a)1 0' W N ' Co "17)1U) Cn 1- w O C6 O I to O t0 C .. 0 C C p) 0 .O 0 .0 I X OE, w 0 0 oo12E,s (6 ~ oj0 o a'', 0I 0' 0 LE, Q SIE o. m oa) Ula Cit' Y , N' Ch R V• V -u- 1- 0_ 1- 0 EXHIBIT D-1 HOUR AND FEE ESTIMATE CI) d LL 0 a) a) LL (6 U L U 0 H 0) M CD H4 O O C (0 U O co O • O 2 c C * W (9 0 O V O00 2 c 0_ alr CO I CO CD 0) O D) CD N I`I r:Ost LI; to N CD M I to is: (1) In (O ! N CA C01M'Nr r (N - 69- ! Ee CO O O O N O CCI O co O O (b co 0: CO CO O N CO O E ate) 0 "C3 N a) 2 (n 0) a a) O N p 0 173 0 c (n 0 O -o .0 Y C al0 EvI N c E •N .0 o c a) a o aa)) c 0) U O c .0 (n N 'a w N a) o > C C Eo L UO •0) EQ.. c 0' p) O m Ta O F (▪ 6w H 'M CO N O N'(.0 Oi0 O I r N' CO' N 0IN'a0 V CO '0)!(D ,a-_1 N 4- M N E9- 69 - ti O) CD N N 1 N 0 0100 O V O CO O O O O V V V O N N V 0 � o N c O 0 .2 O N .Ifs • 'U O N -C x E n (n 0 0 E U O - OU a) a) ! 0) Li=rn N a) (• (6 .U_ U C O C C C 0 U a) ITU 0 O O• a) a'0 a) —' u) 0) 0)a) 5a-1((0 0 001 C N! a) aQ4 0 _oIE 0 o E' E.._ .0,0 0 o'a) O N UIUIU SICO CO CO. COCoi(0 L a a) a) • 0) .(0 a) a 0 c cn0 O O • Q) CO 0 a) C , (n O ca) O , (n R N ; C w C 0) m E0la) a w • 0 -as O c 0!a cd m E• ca)10 Q; .0 0- • 0 0 FE—) U1U1� ti Y N co 1— 0 CD' CO 1 00)) N 00)) (0 0 CD CV Cn OV N- V 0) 0) N CC) V 0 I Cn N to 0 (C) CO (D to >n 10)1 N' 0) CO� 0) (D . ' 4- O (D N 64 Eft EPr 69- 40) O O O O 10,V 0 0I 0 O O V V' VIV CO er N V N U) a) 0 _ 0 c V) E3 i d 1 Y < Elta o 0� Wit, Y O (n 10) w d) to; O N' C cu .0Q F- c �1 a) 0 0 u) O c c O (0 (0 0 a) 0 (0I (C) C a aaa) a) C O O ' E _ �—!�• 0- (DCL 0 -0 m m c (� O • c; CI0 o -'- E E 1c 0 0 0 0 a) 000ix CO V tn, CO 00 CO CO CO EXHIBIT D-1 HOUR AND FEE ESTIMATE a) O a) d I O F— c L0) • Lo69 a) • O C LO C 5N M N• C N d •ac *EA- C 0 .Q 0 d Cl • 24 0 $ 4,692.80 200 0 $ 36,969 49 60 4 $ 10,040 54 40 0 $ 5,97513 364 12 $ 68,946.83 300 12 $ 59,588 07 0 20 $ 11,459 48 )er )oo - co � M )Lp "er c YE $ 2,346 34 $ 2,919 34 RRRRnn )oo )co )O � O i v - O O co E O r CO '- O N (0 M O 40 CD CO O N CO 794 Task 10 - Right -of -Way O CO O f 0 r N 12 164 COO N 572 CO CO CO 40 OCC) 8 40 NNN (0 r d- CV CO 9 1 Review previous studies and recommend alignment/slope stabilization/storm drainage 9.2 _ Prepare 30% plans for preferred alternatives 9 3 Prepare Drainage Report 9 4 Identify/coordinate structural design elements 9 5 Prepare 60% Plans 9 6 Prepare 90% Plans 9.7 Prepare project specifications 9 8 Quantity calculations and cost estimating Reimbursable expenses - see breakdown for details Task Total 10.1 Prepare preliminary right-of-way plans - 10.2 Finalize right-of-way plans Reimbursable expenses - see breakdown for details Task Total • CO rn C ti C0 Col EA - Total Estimated Fee: Hourly rates are based on the following * EA CO O N LO O CO M ER EXHIBIT D-1 HOUR AND FEE ESTIMATE N O 0 ation/administration caio oI0 0 filo ti r En - • . 0 0 0 0 0 000Ololo Lei 00001.6 'O O CD o 1ti O OIOIx- NINId CO ICO Ef3 EFr o CD To O U 0) H O C s> I 12 .0 U?I(n mDIaN W Q«Q Y N co F- ER C O 0 w O O a) O F- N R 1- CD 010 ,O10 0 0 LID O LO NIM 69169 *A oiolo oiOoO tf) 10 Ln I ti CO 10 I, - I M C"1 N N 69169169 63 691ER 169IEA O) C H: coC E a) co 0 o1o1o1olo O;o.o'olo 10),0!0) LC) 11.010 .O I aO 'N ICOICA IO) rY'lo) 69169 EA IE9109 EXHIBIT D-1 HOUR AND FEE ESTIMATE O U 0 a ML d L E .03 re 0 O O O1.6 ug 0 00 0 O O O O tt)O O to M 0 0 CI O 0 CO En- c O O Total Reimbursable Costs: $ • EXHIBIT D-1 HOUR AND FEE ESTIMATE N 1— • • CO O) "ct O ti N CO CO Ln 00 1� d' O O CO CO CO 0) • Cfl 4 CO I` CO N N N O N O O !-- N lC) CO O h I-- (NA I) (NI Lf) C ) — f0 • a0 co- co- ti ti Lr O L(7 N CO — N N �— C7 CN Ef 6464 fa En- Ea E4 En- Ea Ea 69 -a c ) N U O -c 0 a) ca a i6 c a c ca c g).2 o E '� c ai .� c U CII • co > d 0 co >, _0 > Oo (0 N as -c) O • O .� C4_ -_,E ca c 1— O- a) -c a) O >, 0 U U c j o -?--.• o f a.c v o) �ina�Dc.Daoa� 1 1 1 1 1 1 1 1 O N M •c:t LC) CO I` CO CD ,-- Y-. Y 1 Y -- Y.. Y s' V) U CO CO V) CO WCi) W HHHHHF-Hf—I— I— Total Estimated Fee Exhibit E STATEMENT OF DIRECT LABOR, FRINGE BENEFITS, AND GENERAL OVERHEAD Based on year end December 31, 2004 KPG, INC. P.S. DESCRIPTION % Of 2003 1 Adjustments 2003 % Of Direct Expense Expense Direct Labor Labor Total 2002 Salary $1,997,125 DIRECT LABOR $ 1,118,277 $0 $ 1,118,277 FRINGE BENEFITS Payroll Taxes 12.1% 135,370 135,370 12.1% Insurance - Medical/Dental/Disability 8 1% 90,273 90,273 8 1% Paid Leave Vacation/ Holiday/ Sick 13 8% 154,564 154,564 13 8% 401K 5 8% 64,815 64,815 5 8% Employee Bonus 13.2% 147,522 147,522 13.2% TOTAL FRINGE BENEFITS 53.0% $ 592,544 $0 $ 592,544 53.0% GENERAL OVERHEAD Indirect Labor 25 6% 286,304 286,304 25 6% Legal & Accounting Services 1 4% 16,081 16,081 1 4% Automotive & Travel Expenses 1 4% 15,661 15,661 1 4% Payroll Service 0.2% 2,577 2,577 0 2% Donations 0 1% 1,025 (1,025 00)- 0 0% Conferences 0.5% 6,131 6,131 0 5% Training/ Education 0 6% 7,239 7,239 0 6% Organizations 0 4% 4,940 4,940 0 4% Publications 0 1% 1,452 1,452 0 1% Business Retreat 0 9% 10,067 10,067 0 9% Employee Recruitment 0 1% 1,008 1,008 0 1% Employee Services 0 6% 7,262 7,262 0 6% Interest Expense 0 0% 352 (352.00) - 0 0% Equipment Support 9.2% 103,270 103,270 9 2% Professional Licensing 0 2% 2,080 2,080 0 2% Meals & Entertainment 1 6% 18,384 (9,192.00) 9,192 0 8% Off Road Vehicle 0 0% - - 0 0% Office Supplies 6 7% 75,229 75,229 6 7% Postage/Shipping 0 3% 3,116 3,116 0 3% Printing/ Reprographics 2.8% 31,197 31,197 2.8% Reimbursed Office Expense 0 1% 1,497 (1,497 00) - 0 0% Subconsultants 0 0% - - 0 0% Rent 18 5% 206,640 206,640 18 5% Repairs & Maintenance 7 3% 81,917 81,917 7 3% Business Taxes & Insurance 10 3% 115,731 115,731 10 3% Communications 1 8% 20,211 20,211 1 8% Utilities 0 8% 8,519 - 8,519 0 8% Depreciation 5 1% 57,037 57,037 5 1% Cost of Money 0 4% 4,472 4,472 0 4% Self Insurance 4 5% 50,000 50,000 4 5% TOTAL GENERAL OVERHEAD 101.9% $ 1,139,399 ($12,066) $ 1,127,333 100.8% TOTAL OVERHEAD -EXPENSE 154.88% $1,731,943 ($12,066) $1,719,877 1.53.80% i • Exhibit F Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSUL TANT which when added to any payments previously made shall total the same percentage of the L ump Sum Amount as the work completed at the time of termination is to the total work required for the PROJE CT. In addition, the CONSUL TANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSUL TANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSUL TANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSUL TANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGRE EMENT. Cost Per Un it of Work Contracts A final payment shall be made to the CONSUL TANT for actual units of work completed at the time of termination of this AGRE EMENT. Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGRE EMENT: EarthTech - Survey Landau Associates - Geotechnical / Environmental . _.. I Civiltech - Structural Engineering APS - TTtility Locates / Potholing