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Home My WebLink AboutAG-C-427 KPGI Local Agency Consultant/Address/Telephone Standard Consultant KPG, Inc. Agreement 2502 Jefferson Ave Tacoma, WA 98402 ® Architectural/Engineering Agreement (253)627-0720 Attn: Jason Fritzler ❑ Personal Service Agreement Agreement Number AG-C-427 Project Title And Work Description Federal Aid Number Downtown Pedestrian Kiosks STPE-0055(235) This project will construct pedestrian kiosks at 3 locations in efforts to enhance the pedestrian Agreement Type (Choose one) experience in Downtown Auburn. ❑ Lump Sum Lump Sum Amount$ ® Cost Plus Fixed Fee Overhead Progress Payment Rate _145.78% Overhead Cost Method DEB Participation ❑ Actual Cost ❑ Yes ® No % ❑ Actual Cost Not To Exceed % Federal ID Number or Social Security Number ® Fixed Overhead Rate _145.78% 91-1477622 Fixed Fee $284.55 Do you require a 1099 for IRS? Completion Date ❑ Yes ® No 12/31/2013 ❑ Specific Rates Of Pay Total Amount Authorized $6.547.00 ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate Management Reserve Fund $0 ❑ Cost Per Unit of Work Maximum Amount Payable $6,547.00 Index of Exhibits (Check all that apply): ® Exhibit A-1 Scope of Work ❑ Exhibit G-2 Fee-Sub Specific Rates ❑ Exhibit A-2 Task Order Agreement ❑ Exhibit G-3 Sub Overhead Cost ® Exhibit 13-1 DBE Utilization Certification ® Exhibit H Title VI Assurances ® Exhibit C Electronic Exchange of Data ® Exhibit I Payment Upon Termination of Agreement ❑ Exhibit D-I Payment—Lump Sum ® Exhibit J Alleged Consultant Design Error Procedures ❑ Exhibit D-2 Payment—Cost Plus ® Exhibit K Consultant Claim Procedures ❑ Exhibit D-3 Payment—Hourly Rate ® Exhibit L Liability Insurance Increase ❑ Exhibit D-4 Payment—Provisional ® Exhibit M-1 a Consultant Certification ❑ Exhibit E-1 Fee—Lmnp/Fixed/Unit ® Exhibit M-Ib Agency Official Certification ❑ Exhibit E-2 Fee—Specific Rates ® Exhibit M-2 Certification—Primary ® Exhibit F Overhead Cost ® Exhibit M-3 Lobbying Certification ® Exhibit G Subcontracted Work ® Exhibit M-4 Pricing Data Certification ❑ Exhibit G-I Subconsultant Fee ❑ App. 31 910 Supplemental Signature Page THIS AGREEMENT made and entered into this day of DOT Form 140-089 EF Appendix 31.910 Revised 6/05 I Between the Local Agency of City of Auburn 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 Slate Statutes relating to professional registration, dapplicable, and has signified a willingness to furnish Consulting services to the AGENCY NOW THEREFORE, in consideration of the terms, conditions,covenants and performance contained herein,or attached and incorporated and made a part hereof, the parties hereto agree as follows I General Description of Work The work under this AGREEMENT shall consist of the above described 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 projected level of effort required for this PROJECT is detailed in Exhibit A attached hereto and by this reference made a part of this AGREEMENT III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups,or Individuals shall receive advance approval by the AGENCY Necessary contacts and meetings with agencies,groups, and/or individuals shall be coordinated through the AGENCY The CONSULTANT shall attend coordination,progress and presentation meetings with the AGENCY and/or such Federal, State, Community City or County officials, groups or individuals as may be requested by the AGENCY The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed it) between the AGENCY and the CONSULTANT and shown in Exhibit A. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT and each SUBCONSULTANT shall not discriminate on the basis of race,color national origin, or sex in the performance of this contract. The CONSULTANT and each SUBCONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT Participation for Disadvantaged Business Enterprises(DBE).if required, per 49 CFR Part 26.or participation of Minority Business Enterprises(MBE),and Women Business Enterprises(WBE), shall be shown on the heading of this AGREEMENT If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will he shown on Exhibit 'B' attached hereto and by this reference made a part of this AGREEMENT If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function(CUF) regulation outlined in the AGENCY'S 'DBE Program Participation Plan The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY All Reports,PS&E materials,and other data furnished to the CONSULTANT by the AGENCY shall he returned. All electronic tiles, prepared by the CONSULTANT must meet the requirements as outlined in Exhibit 'C. All designs,drawings.specifications,documents, and other work products, including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT DOT Form 140-089 EF Appendix 31 910 Revised 6/05 I 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 it part of this PROJECT shall be without liability or legal exposure to the CONSULTANT 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[his AGREEMENT under 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 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 Payment Provisions The CONSULTANT shall he paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit 'D' attached hereto, and by reference made part of this AGREEMENT Such payment shall be full compensation for work performed or services rendered and for all labor materials, supplies, equipment,and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 3I A post audit may be performed on this AGREEMENT The need for a post audit will be determined by the State Auditor WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit 'G' attached hereto and by this reference made part of this AGREEMENT Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit 'G. The work of the sub-consultant 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 sub-consultant shall be substantiated in the same manner as outlined in Section V All sub-contracts shall contain all applicable provisions of this AGREEMENT With respect to sub-consultant payment. the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04 250 and RCW 39 76.011 The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY No permission for sub-contracting shall create, between the AGENCY and subcontractor any contract or any other relationship A DBE certified sub-consultant is required to perform a minimum amount of their suh-contracted agreement that is established by the W SDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this contract,and that it has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, brokerage fee,gift,or any other consideration,contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the 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 DOT Form 140-089 EF Appendix 31.910 Revised 6/05 services required of the CONSULTANT under this AGREEMENT shall be considered employees of the CONSULTANT only and not of the AGENCY and any and all claims that may arise under any Workmen s Compensation Act on behalf of said employees or other persons while so engaged. and any and all claims made by it 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 he 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 Slates Department of Transportation, or the STATE, or the AGENCY except regularly retired employees. without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations. Tide VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1974 (23 USC Chapter 4 Section 424) Rehabilitation Act of 1973 (29 USC Chapter 16 Suhchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.190 In relation to Tide VI of the Civil Rights Act of 1964, the CONSULTANT is hound by the provisions of Exhibit 'H' attached hereto and by this reference made part of this AGREEMENT and shall include the attached Exhibit 'H' in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten(10)days written notice to the CONSULTANT In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT a final payment shall be made to the CONSULTANT as shown in Exhibit 'I' for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10)days following receipt by the 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 herein above. then no final payment shall be due and the DOT Form 140-089 EF Appendix 31.910 Revised 6/05 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 such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so,and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it s employee s default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously In the event of the death of any member partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT or dissolution of the partnership, 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 This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT with the AGENCY'S concurrence,desire to terminate this AGREEMENT payment shall he made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT or for failure of the CONSULTANT to perform work required of it by the AGENCY Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY without additional compensation therein'. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts (hereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY This work shall he considered as Extra Work and will be paid for as herein provided under Section XIV XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Pubhe Works or AGENCY Engineer whose decision in the matter shall he final and binding on the parties of this AGREEMENT provided, however that if an action is brought challenging the Director of Public Works or AGENCY Engineer s decision,that decision shall be subject to de novo judicial review If the parties to this AGREEMENT mutually agree. disputes concerning alleged design errors will be conducted under the procedures found in Exhibit J' and disputes concerning claims will be conducted under the procedures found in Exhibit 'K' XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT the parties hereto agree that any such action shall be initialed in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that DOT Form 140-089 EF Appendix 31.910 Revised 6/05 all questions shall he resolved by application of Washington law and that the parties to such action shall have the right ol'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. XIII Legal Relations The CONSULTANT shall comply with all Federal. State, and local laws and ordinances applicable to the work to be done under this AGREEMENT This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indcmnifv and hold the AGENCY and the STATE and its 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 negligence or breach of any of its obligations under this AGREEMENT provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims.demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents,officers and employees: and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT'S agents or employees. and(b)the AGENCY or the STATE, their agents,officers and employees, this indemnity provision with respect to(1)claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers.The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law Title 51 RCW Unless otherwise specified in the AGREEMENT the AGENCY shall be responsible for administration ofconstruction contracts. if any on the PROJECT Subject to the processing of a new sole source,or an acceptable supplemental agreement, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for- proper construction techniques, job site safety or any construction contractor s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT or as otherwise required. the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW Insurance Coverage A. Worker s compensation and employer s liability insurance as required by the STATE B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury including death and property damage. The per occurrence amount shall not exceed one million dollars($1.000.000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar($1,000,000) combined single limit. Excepting the Worker s Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT the AGENCY will be named on all policies as an additional insured.The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14)days of the execution of DOT Form 140-089 EF Appendix 31.910 Revised 6/05 [his 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 he limited to the amount payable under this AGREEMENT or one million ($1,000.000)dollars, whichever is the greater unless modified by Exhibit 'L In no case shall the CONSULTANT'S professional liability to third parties he 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 exclusive;and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT or otherwise in law XIV Extra Work A. The AGENCY may at any time, by written order make changes within the general scope of the AGREEMENT in the services to he 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 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 factsjustify it. the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT D Failure to agree to any ad)ustinent shall be a dispute under the 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 XV Endorsement of Plans 11 applicable.the CONSULTANT shall place their endorsement on all plans.estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington Slate Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit 'M-I(a and b)' are the Certifications of the CONSULTANT and the AGENCY Exhibit 'M -2' Certification Regarding Debarment, Suspension and Other Responsibility Matters-Primary Covered Transactions, Exhibit 'M-T Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit 'M-4' Certificate of Curren[ Cos( or Pricing Data. Exhibit 'M-3' is required only in AGREEMENTS rivet $100,000 and Exhibit 'M-4' is required only in AGREEMENTS over$500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent. or representative of either party has authority to make, and the parties shall not be bound by or be liable for any statement,representation,promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts.each of which shall be deemed to be an DOT Form 140-089 EF Appendix 31.910 Revised 6/05 original having identical legal effect. The CONSULTANT does hereby raufv and adopt all statements, representations, warranties,covenants, and agreements contained to the proposal. and the supporting material submitted by the CONSULTANT and does herebv 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 shown in the "Execution Date" a one (1) of this AGREEMENT By By Consultanv GSA��f�T2l% Agency DOT Form 140-089 EF Appendix 31.910 Revised 6/05 EXHIBIT A-1 CITY OF AUBURN SCOPE OF SERVICES During the term of this AGREEMENT, KPG, Inc. (CONSULTANT) shall perform professional services for the City of Auburn (CITY) in connection with the following project: Project CP0616 Downtown Pedestrian Kiosks A. PROJECT DESCRIPTION/BACKGROUND The City of Auburn is taking the Downtown Pedestrian Kiosk project to construction. The pedestrian kiosks will be constructed at 3 locations within the City s downtown area that have been pre-determined by the City The approximate locations of the kiosks are as follows: I South Side of West Main Street adjacent to the Interurban Trail 2. West Side of A Street SW adjacent to the Sound Transit Plaza Near South Planters 3 Northwest corner of South Division Street and I" St SW B. PROJECT ASSUMPTIONS • KPG, Inc. and work performed by them will be referred to as 'Consultant" in this document. • The City of Auburn and its staff will be referred to as "City" in this document. ❑ The Consultant shall prepare all drawings using AutoCAD 2009 Project schedules shall be prepared using Microsoft Project (version 2007 or earlier), spreadsheets in Microsoft Excel (version 2007 or earlier), and text documents in Microsoft Word (version 2007 or earlier). C. SCOPE OF WORK This scope consists of providing consultant construction services as part of the project. TASK 1 — BID PHASE SUPPORT I 1 The Consultant shall answer questions presented by contractors during the bidding process, as requested by the City 1.2 The Consultant shall prepare one (1) bid addendum, if required, and as requested by the City All Consultant costs associated with addendums that are a result of errors, omissions, inconsistencies, or lack of clarity in the Contract Documents prepared by the Consultant are considered non-compensable and are not included in this task. Task 1 Deliverables. Bid Addendum, if required. AG-C-427 Exhibit A Page I of 2 Downtown Pedestrian Kiosks Scope of Work TASK 2— CONSTRUCTION SUPPORT 2.1 During the construction phase of the project, the Consultant will provide design clarifications and/or respond to requests for information (RFI) as required/desired by the City Design clarifications will be provided on an on-call basis up to the amount budgeted for task 2. Effort will not exceed this budget amount without specific authorization from the City All Consultant costs associated with design clarifications and RFIs that are a result of errors, omissions, inconsistencies, or lack of clarity in the Contract Documents prepared by the Consultant are considered non-compensable and are not included in this task. Prior to completing any design clarification or RFIs requested by the City the Consultant and the City shall determine the level of effort required and whether the efforts are compensable under this task or are considered incidental to the Consultant's design efforts. All design clarification and RFIs made by the Contractor shall be forwarded to the City The Consultant shall not respond to the Contractor directly and shall not proceed with work to answer design clarifications or RFIs without prior approval from the City The Consultant shall not direct the Contractor to make any changes or deviations from the Contract Documents as this responsibility and authority shall only lie with the City 2.2 The Consultant shall review shop drawings, samples, test reports, and other data submitted by the Contractor for compliance with the information required by the contract documents, when requested by the City Submittal reviews will be performed within the time limits provided in the project specifications and comments will be provided on the City's submittal routing form. All submittals and submittal related communications will be directed through City staff Submittal review will be performed on an on-call basis up to the amount allocated for this task. Effort will not exceed the budgeted amount without specific authorization from the City Task 2 Deliverables. • Review and respond to RFI s, when asked by City. • Review of shop drawings submittals and other related materials, when asked b); City. Task 2 Assumptions. • The City is responsible for receiving submittals from the Contractor and distributing submittals to the appropriate parties for review. The City shall determine acceptance status of each submittal based on recommendations and comments made by the reviewing parties. The City is responsible for returning submittals to the Contractor and for maintaining copies of the submittals within the project file. • The City shall perform an initial cursory review of all submittals to determine if mininuan requirements for content and format are met. If these requirements are not met. the City will return the submittal to the Contractor for revision prior to commencement of reviely. • The City will receive the completed redline construction drawings from the Contractor and complete the as-bailts for this project. AG-C-427 Exhibit A Page 2 of 2 Downtown Pedestrian Kiosks Scope of Work Exhibit B DBE Participation This Agreement does not have a DBE Participation requirement. AG-C-427 Exhibit B Page 1 of 1 Downtown Pedestrian Kiosks DBE Participation Exhibit C Electronic Exchange of Engineering and Other Data The electronic format and standards to be provided for this project are identified within Exhibit A, Scope of Services. As a summary, these standards may include, but are not limited to, the following: I Text Documents—Microsoft Word, Version 2007 or earlier 2. Spreadsheet Documents—Microsoft Excel, Version 2007 or earlier 3 Project Schedules—Microsoft Project, Version 2007 or earlier 4 Construction Drawings—AutoCAD Version 2009 AG-C-427 Exhibit C Page 1 of 1 Downtown Pedestrian Kiosks Electronic Exchange of Engineering and Other Data Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter Such payment shall be full compensation for work performed or services rendered and for all labor materials, supplies, equipment, and incidentals necessary to complete the work specified in Section It, 'Scope of Work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 A. Actual Costs. Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, direct non-salary costs, and fixed fee. I 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 terns of this AGREEMENT The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY 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 AGREEMENT under"Overhead Progress Payment Rate. Total overhead payment shall be based on the method shown in the heading of the AGREEMENT The two options are explained as follows: a. Fixed Rate: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead 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 CONSULTANTS cost estimate and the overhead computation is shown in Exhibit 'E" attached hereto and by this reference made part of this AGREEMENT When an Actual Cost method is used,the CONSULTANT(prime and all sub-consultants) will submit to the AGENCY within six (6) months after the end of each firm s fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. Failure to supply this information by either the prime CONSULTANT or any of their sub- consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. AG-C-427 Exhibit D-2 Page 1 of 3 Downtown Pedestrian Kiosks Payment(Cost Plus a Fixed Fee) The AGENCY STATE and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 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 the AGENCY'S Travel Rules and Procedures. However 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 4 Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee, which could be authorized from the Management Reserve Fund. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled 'Termination of Agreement. 5 Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the 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 Management Reserve Fund is shown in the heading of this AGREEMENT This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV 'Extra Work. 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV 'Extra Work. No minimum amount payable is guaranteed under this AGREEMENT B. Monthly Progress Payments. The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and AG-C-427 Exhibit D-2 Page 2 of 3 Downtown Pedestrian Kiosks Payment(Cost Plus a Fixed Fee) accompanied by the monthly progress reports required under Section III, 'General Requirements" of this AGREEMENT The billings will be supported by an itemized listing for each item including Direct Salary Direct Non-Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee.To provide a means of verifying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview C. Final Payment: Final 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 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)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) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. D Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of 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 contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. AG-C-427 Exhibit D-2 Page 3 of 3 Downtown Pedestrian Kiosks Payment (Cost Plus a Fixed Fee) Exhibit E-1 Consultant Fee Determination - Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Direct Salary Cost (DSC). Classification Man Hours Rate = = Cost Project Manager 11.0 X 55.00 $ 605.00 Project Engineer 15.0 X 47.50 712.50 Design Engineer 15.0 X 32.50 487.50 Admin 4.0 X 23.00 92.00 X X X X X Total DSC = $ 1,897.00 Overhead (OH Cost-- including Salary Additives): OH Rate x DSC of 14578 % x $ 1,897.00 2,76545 Fixed Fee (FF): FF Rate x DSC of 15 % x $ 1,897.00 284.55 Reimbursables. Itemized 1,600.00 Subconsultant Costs (See Exhibit G): Grand Total 6,547.00 Prepared By Jason Fritzler,KPG Date: November 26, 2012 DOT Form 140-080 EF Exhibit E-1 Revised 6/05 Exhibit F AdEhk � Washington State Transportation Building VI/ Department of Transportation 310 Maple Park Avenue S E. Paula J.Hammond, P.E. P.O.Box 47300 Secretary of Transportation Olympia,WA 98504-7300 AUAugust 10, 2012 360-705-70 g TTY' 1-800-833-6388 w .wsdot.wa gov Susan Rowe KPG, Inc. 753 9"Ave N Seattle WA, 98109 Re: KPG, Inc. Overhead Schedule Fiscal Year End December 31, 2011 Dear Ms. Rowe: We have completed a desk review of your overhead schedule for the above referenced fiscal year Our review included the documentation provided by KPG, Inc. The reviewed data included, but was not limited to;the schedule of the indirect cost rate, a description of the company, basis of accounting and description of KPG. Inc. accounting system and the basis of indirect costs. Based on our work, we are issuing this letter of review establishing KPG. Inc. overhead rate for the fiscal year ending December 31 2011 at 145 78% (rate includes Facilities Cost of Capital) of direct labor Costs billed to actual agreements will still be subject to audit of actual costs. Please check with the WSDOT Consultant Services Office(HQ) and/or the WSDOT Area Consultant Liaison to determine when this reviewed rate will be applicable to your WSDOT agreement(s). Also,remember that when you provide next year's overhead schedule to our office, you will also need to submit either your internally prepared Compensation Analysis for our review, or use the National Compensation Matrix(NCM)format to prepare your alternate analysis and we will review that. The NCM is a tool that establishes compensation amounts presumed reasonable for certain executive positions. The Compensation Analvsis and NCM are described further in the AASHTO Audit Guide, Chapter 7 We will need your Compensation Analysis, or alternative analvsis based on use of the NCM, in order to complete our review of your overhead schedule. Ms. Rowe August 10, 2012 Page 2 If you, or any representatives of KPG, Inc. have any questions,please contact Martha Roach,Jeri Sivertson, or Steve McKerney at (360)705-7003 Sincerely, Martha S. Roach Agreement Compliance Audit Manager MR:ds Enclosures cc: Steve McKerney,Director of Internal Audit Jeri Sivertson,Assistant Director of Internal Audit Larry Schofield,MS 47323 File KPG,Inc. 2011 Overhead Schedule For FY Ending December31st, 2011 Financial Statement Accepted Description Amount KPG Adj. WSDOT Adj. Ret. Amount % Direct Labor $2,817,914 $3,600 Q $2,821,514 100.00% Fringe Benefits: Vacation, Sick,& Holiday $556,434 $556,434 1972% Payroll Taxes 252,650 131,345 Q 383,995 13.61% Health Insurance 466,347 466,347 1653% Workers'Comp. Insurance 19,953 19,953 0.71% Holiday Bonus 6,100 (6,100) M 0 0.00% Profit Sharing(401-k) 73,279 737279 2.60% Total Fringe Benefits $1,374,762 $0 $125,245 $1.500,007 53.16% General Overhead: Indirect Labor $1,155,440 ($5.139) ($140,386) A,N $1,009,915 35.79% Bid&Proposal Labor 318.208 318,208 11.28% Accounting&Legal 31.829 (12,475) 8,400 F,T 27,754 0.98% Automobile 90.792 (29,081) (28,118) B,O 33,593 1.19% Bank Charge 6 6 0.00% Donations 2,350 (2350) J 0 0.00% Conferences 16,493 (2,680) D,J,L 13,813 0.49% Organizations 22,259 (78) E 22,181 0.79% Publications 5,027 5,027 0.18% Employee Services 52,297 (52,297) P (0) 0.00% Interest 6,365 (6,365) G 0 0.00% Licenses 7.804 7,804 0.28% Meals 42,499 (42.499) H 0 0.00% IT-Computer 121,894 121,894 4.32% IT-Telephone 101,895 (1,055) 15,738 D,Q 116,577 4.13% IT-Training 15,986 15,986 0.57% Office Supplies 52,745 52,745 1.87% Payroll Services 6,653 6.653 0.24% Postage&Delivery 3,274 4,274 0.12% Printing 4,002 4,002 0.14% Recruiting Costs 311 311 0.01% Rent 547,488 (270.210) (32,006) K, R 245,272 8.69% Repairs&Maintenance 60.173 60,173 2.13% Shareholder Buyout 94,086 (18,650) (75,436) G,S 0 0.00% Survey 46,150 46,150 1.64% Taxes&Insurance 405,108 (20,968) C 384,140 13.61% Travel 8,396 (8,396) H (0) 0.00% Utilities 36,211 36,211 1.28% Depreciation 146,622 (88,959) 1 57,663 2.04% Total General Overhead $3,402,361 ($508,904) ($304,105) $2,589,352 91.77% Total Overhead Costs $4,777,123 ($508,904) ($178,860) $4,089,359 144.93% Overhead Rate(Less FCC) 169.53% 151.47% 144.93% Page I KPG,Inc. 2011 Overhead Schedule For FY Ending December 31st,2011 Financial Statement Accepted Description Amount KPG Adj. WSDOT Adj. Ref. Amount % Facilities Cost of Capital $23,756 0.84% $4,113,115 Overhead Rate(Includes FCC) 145.78% KPG Corp-Reviewed&Accepted 8/1012012,MJP "Overhead Rate still subject to W.SDOT Audit" References KPG Adjustments: A] Overtime premium unallowable$486 per 48 CFR 22.103-1,22.103-4(g) A2 Severance pay unallowable$4,653 B Mixed use auto allowances? 1/2 of$58,161 per 48 CFR 31.205-6(m)(2)and 31.205-46(d) C Key person life insurance unallowable$20,968 per 48 CFR 31.205-19(e)(2)(v). Dl Advertising unallowable(112 page ad)$225 per CFR 31.205-1 D2 Advertising unallowable(yellow pages)$1,055 per CFR 31.205-1 E Lobbying unallowable$78 per CFR 31205-22 F Tax preparation fees unallowable$12,475 per 48 CFR 31.205-41 (b)(1),31.201-6(a),S-Corp GI Interest unallowable$6,365 per 48 CFR 31.205-20. G2 Interest unallowable$18,650 per 48 CFR 31.205-20. H1 Inadequate supporting documentation unallowable(meals)$42,499 H2 Inadequate supporting documentation unallowable(travel)$8,396 I Accelerated depreciation unallowable$88,959 H Donations Unallowable$2,350 J2 Donations Unallowable$560 K Common Control Rent adjustment$270,210 L Entertainment unallowable(golf)$1,895 WSDOT Adjustments. M Bonus is not performance based all employees revived$100 Holiday gift, 48 CFR 31,205-6(f),AASHTO Clip 7 12 N Two Employee's received$50,000 each of unallowable distributions,payment for Gym,$2,609 is unallowable 48 CFR 31.205-13 (c),medical payment already in fringe benefits$38,263,WSDOT overhead policy expired with OH's for 2009(see ref At)$486 now allowable. O Personal use of Auto's unallowable removed 63%of all Auto accounts,per mileage log provided by firm,48 CIrR 31.205-46(d) P Entertainment,Gifts,Dinners and Gym membership is unallowable 48 CPR 31.205-13(b), 31.205-14, Q Improper calculation,firm missed$15,738 indirect expense and$3,600 of direct labor,taxes in addition to FICA not expensed in the amount of$131,345 R $32,006 of sub-leased rent received,48 CFR 31.201-5 S Organization cost of shareholder buyout is unallowable 48 CFR 31.205-6(i)&31.205-27 T WSDOT Overhead policy expired with 2009 Overhead,see Ref F,$8,400 tax Prep fee's allowable,$4,075 of S-Corp personal tax Prep still unallowable Page 2 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the wort: of this AGREEMENT No subcontracts are expected in this contract. AG-C-427 Exhibit G Page 1 of 1 Downtown Pedestrian Kiosks Subcontracted Work Exhibit H Title VI Assurances During the performance of this AGREEMENT the CONSULTANT, for itself its assignees, and successors in interest agrees as follows. I 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 the AGREEMENT shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21 5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 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 AGENCY 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, STATE or the FHWA as appropriate,and shall set forth what efforts it has made to obtain the information. 5 Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non-discrimination provisions of this AGREEMENT the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including,but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT in whole or in part 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. AG-C-427 Exhibit H Page 1 of 2 Downtown Pedestrian Kiosks Title VI Assurances Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. AG-C-427 Exhibit H Page 2 of 2 Downtown Pedestrian Kiosks Title VI Assurances Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT AG-C-427 Exhibit I Page 1 of 1 Downtown Pedestrian Kiosks Payment Upon Termination of Agreement Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant s alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 —Potential Consultant Design Error(s) is Identified by Agency s Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and 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 manger and any personnel (including sub-consultants)deemed appropriate for the alleged design error(s) issue. Step 4—Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant s alleged design error(s), there are three possible scenarios. • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant s agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP through the Region 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. AG-C-427 Exhibit J Page 1 of 2 Downtown Pedestrian Kiosks Alleged Consultant Design Error Procedures • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5 Step 5—Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal rei mbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. AG-C-427 Exhibit J Page 2 of 2 Downtown Pedestrian Kiosks Alleged Consultant Design Error Procedures Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant s claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step I —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 Highways and Local Programs through the Region Local Programs Engineer If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. AG-C-427 Exhibit K Page 1 of 2 Downtown Pedestrian Kiosks Consultant Claim Procedures If the Agency does not agree with the consultant s claim, proceed to step 3 of the procedures. Step 3—Preparation of Support Documentation Regarding Consultant s Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that 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 Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5—informing Consultant of Decision Regarding the Claim The Director of Public Works or Agencv 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. AG-C-427 Exhibit K Page 2 of 2 Downtown Pedestrian Kiosks Consultant Claim Procedures Exhibit L Liability Insurance Increase The professional liability limit of the CONSULTANT to the AGENCY identified in Section X111, Legal Relations and Insurance of this AGREEMENT will not be increased for this project. AG-C-427 Exhibit K Page 1 of 1 Downtown Pedestrian Kiosks Liability Insurance Increase Exhibit M-1(a) Certification of Consultant Project No. CP0616 Local Agency City of Auburn I hereby certify that I am the and duly authorized representative of the firm of KPG,Inc. whose address is_2502 Jefferson Avenue, Tacoma, WA 98402 and that neither I nor the above firm I here represent has. (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT, (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT or (c) Paid, or agreed to pay to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for or in connection with, procuring or carrying out this AGREEMENT I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. � S Z Efate nature AG-C-427 Exhibit M-1(a) Page 1 of 1 Downtown Pedestrian Kiosks Certification of Consultant Exhibit M-1(b) Certification of Agency Official hereby certify that lam the AGENCY Official of the Local Agency of City of Auburn Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. J Date Signature AG-C-427 Exhibit M-1(b) Page 1 of 1 Downtown Pedestrian Kiosks Certification of Agency Official Exhibit M-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 (I) (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. 11. 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 Name): KPG, Inc. Date Sign e (President or A,6ifiurized Official of Con ant) AG-C-427 Exhibit M-2 Page 1 of 1 Downtown Pedestrian Kiosks Certification Regarding Debarment, Suspension and Other Responsibility Matters Exhibit M-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, a officer or employee of Congress, or anv 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 subcontracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly Consultant (Firm Name): KPG Inc. Date Sig re (President o orized Official of Consultant) AG-C-427 Exhibit M-3 Page 1 of 1 Downtown Pedestrian Kiosks Certification Regarding the Restrictions of the use of Federal Funds for Lobbying Exhibit M-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15 403-4) submitted,either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of CP0616—Downtown Pedestrian Kiosks* are accurate, complete, and current as of f-/J;2, * 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: C—//G sc Title: 4- a pr Date of Execution:*** / /1r// Z * Identify the proposal,quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number(e.g. REP 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. AG-C-427 Exhibit M-4 Page 1 of 1 Downtown Pedestrian Kiosks Certificate of Current Cost or Pricing Data AuB T u Nancy Backus, Mayor WASHINGTON 25 West Main Street * Auburn WA 98001-4998 *www.auburnwa.gov * 253-931-3000 January 21, 2014 Jason Fritzler KPG, Inc. 2502 Jefferson Avenue Tacoma, WA 98402 RE: Agreement for Professional Services, AG-C-427 Project No. CP0616, Downtown Pedestrian Kiosks Dear Mr. Fritzler: This letter is to inform you that the above-referenced Agreement for Professional Services is being closed at this time. Our records indicate that we processed the final payment for this agreement on June 25, 2013 for invoice #56513 in the amount of$573.72. If you feel that this Agreement for Professional Services should not be closed, or if there are any outstanding invoices, please inform me by January 31, 2014. Thank you for your firm's professional services in work related to the Downtown Pedestrian Kiosks project. If you should have any questions, feel free to give me a call at 253.931.3086. Sincerely, it Pp Ryan Vondrak, P.E. Sr. Project Engineer Community Development & Public Works Dept. RV/ja/mh cc: Dani Daskam, City Clerk • AG-C-427 CP0616 (File 2.20) AUBURN * MORE THAN YOU IMAGINED