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04-052.00 CH2M Hill: Barker Rd Boone to Spokane RiverDOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Consultant Agreement" contains confidential cost and rate data and is redacted from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Transportation Improvement Board (TIB) Consultant Agreement TIB PROJECT NUMBER PROJECT PHASE (check one) ❑D Design ❑ Construction 8-3- 208(001) -1 PROJECT TITLE & WORK DESCRIPTION Barker Road - Boone Avenue to Spokane River CONSULTANT NAME & ADDRESS CH2M HILL, Inc. - 9 South Washington, Suite 400, Spokane, WA 99201 ❑ LUMP SUM $ 0 COST PLUS FIXED FEE OVERHEAD PROGRESS PAYMENT RATE REDACTED OVERHEAD COST METHOD ❑ Actual Cost ❑ Actual Cost Not To Exceed % Fixed Rate REDACTED REDACTED FIXED FEE $ ❑ SPECIFIC RATES OF PAY ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate ❑ COST PER UNIT WORK DBE PARTICIPATION WBE PARTICIPATION ❑ Yes ❑x No % ❑ Yes 0 No % COMPLETION DATE MAXIMUM AMOUNT PAYABLE May 1, 2005 $321,894.55 THIS AGREEMENT, made and entered into this day of November, 2004, between the CITY OF SPOKANE VALLEY, WASHINGTON, hereinafter called the AGENCY, and the above organization hereinafter called the CONSULTANT. The Transportation Improvement Board hereinafter called the TIB, administers the following accounts: Urban Arterial Trust Account funds, Transportation Improvement Account funds, Small City Account funds, and City Hardship Assistance Account funds. WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, with the aid of TIB funds in conformance with the rules and regulations promulgated by the TIB; 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 famish 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. T,B Form 190 -016 Revised Oct 2001 11 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. Page 1 of 30 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 or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings %ith the AGENCY or such Federal. Commun ly, State, City or County officials, groups or individuals as may be requiested by the AGENCY. The AGENCY Will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participatcn. The mWinum number of hours or days notice required shall be agreed to betemen the AGENCY and the CONSULTANT and shorn in Exhibit B attached hereto and made pars of thus AGREEMENT. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that vn11 outline in writen and graphical form the various phases and the order of performance of the work in sufficient detail so (hat the progress of the work can easily be evaluated. Goals for Disadvantaged Business Enterprises (DBE), Mlnorihy Business Enterprises (MBE), and 'Nomen -armed Business Enterprises (WBE) if required shall be shown in the heading of this Agreement. The original copees of all reports. PSBE, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All designs, drawings, specFacations, documents, and other work products prepared by the CONSULTANT prior to completion o termination of this AGREEJ.fENT are Instruments of service for the 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 liabky of legal exposure to the CONSULTANT. IV TIME FOR BEGINNING AND C041PLETION The CONSULTANT shall not begin any work undef the terms of this AGREEMENT until authorized In writing by the AGENCY. All vrork under this AGREEMENT shall be completed by the date shiom in the heading of Bras AGREEMENT under completion date. The established completion lime 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 ad of GOD or govemmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the estal %hed completion time. V PAYMENT 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 Trade part of Boris AGREEMENT. Such payment shag be ftA compensation 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. VI SUBCONTRACTING The AGENCY pemmils 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 shiom on Exhibit G, attached hereto and by this reference made a pad of this AGREEJdENIT. T,B Bomm 190 -016 Revised Oct 2001 r• � 4 'ransportation Improvement Board (TIB) `p Consultant Agreement The work of the suboonsultant shall not exceed its maximum amount payable unless a prior writon approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the suhconsullant shall be substantiated in the same manor as outlined in Section V. All subcontracts exceeding $10,400 in cost shall contain all applicable provisions of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT viiihout prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any oontract or any other rola6onship. VII EMPLOYMENT The CONSULTANT warrants that hafshe 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 contact, and that N has not paid or agreed to pay any company or person, other than a bona fide employee vm &ing solely for the CONSULTANT, any tee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon of resuiting from the award or ma.%ing of this contract. For breach or vfolation 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 r000ver the fug amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee, Any and ag employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shag be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may or might arise under arry Worker's Compensation Act on behalf of said employees or other persons v \titre so engaged, and any and al claims made by a third party as a consequence of any act or omission on the part of the CONSULTANTS 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 responsiWity 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, o have been, at any time during the period of the contract, in the employ of the STATE, or the AGENCY, except regularly retired empbyees, wdthoul written consent of the public eaVbyer of such person. Vin NONDISCRIMINATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national orio, marital status, sex, age or handicap except for a bona Edo occupational qualification with regard to, but not limited to the following: employment upgrading, demotion or transfer, recnutment or any recruitment advertising, layoffs or terminations, rates of pay or other forms of compensation, selection for training, rendition of services. The CONSULTANT 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 noon or in the future unless a shirring is made satisfactory to the AGENCY that discriminatory 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 follaors: A. CONWLIANCE WITH REGULATIONS: The CONSULTANIF shag comply with the Regulations relative to nondiscrimination in tie same manner as in Page 2 of 30 B. C. D. E. Foderesy- assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to lime, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this AGREEMENT. NONDISCRIMINATION: The CONSULTANT, vrith regard to the work perfomied by it during the AGREEMENT, shall not disaunbrate on ft grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a borra fide occupational quafrfication in the selection and retention of subcons0tants, including procurements of materials and leases of equipment The CONSULTANT shall not participate either directly or i iiiectly in the discrimination prohibited by Section 21.5 of the Regulations, includng employment practices when the conlract covers a program set forth in Appendix Il of the Regmd Ucn& SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT: In all solicitations either by competi&e bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materialls or leases of equipment each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANTs obligations undor this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sax, age, marital status, national origin and handicap. INFORMATION AND REPORTS: The CONSULTANT shall provide all information and reports required by the Regulations, or d'sectives issued pursuant Thereto, and shall permit access to its books, records, accounts, other sources of information, and its faaities as may be determined by the AGENCY or TIB to be pertinent to ascertain compliance with such Regulations or drectives. Where any information required of the CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information ttie CONSULTANT shall so certify to the AGENCY, or the TiB as appropriate, and shag set forth what efforts it has made to obtain the information. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANTS noncompkince with the nondiscrimination provisions of this AGREEMENT, the AGENCY shag Impose such sanctions as it or Ne TranspoMbon Improvement Board may detem6e to be appropriate, including, but not t;msted to: 1. Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT oomplies, andtor 2. Canoe'8ation, termination or suspension cf the AGREEMENT, in whole or In part INCORPORATION OF PROVISIONS: The CONSULTANT shall include the provisions of paragraphs (A) through (G) In every subcontract, including procurements of materials and leases ol equipment, unless exempt by the Regulations or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subconsultant or procurement as the AGENCY or the Transportation tmprovement Beard may drect as a means of enforcing such provisions including sanctions for noncompliance: provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened %vith, Vigalion with a subconsultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such Utigation to protect the iWerests of the AGENCY, arid In addition, the CONSULTANT may requerst the TIB to enter into such litigation to protect the interests of the TIB. G. UNFAIR EMPLOYMENT PRACTICES: The CONSULTANT shag Comply vdth RMV 49.60.180 prohibiting unfair employment practices and the TIB Fortin 190 -016 Revised Oct 2001 Transportation Improvement Board (TIB) I`I} Consultant Agreement Executive Orders numbered E.01MI and E.O.66-03 of the Govemor of the State of Washington. 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 ternetrated by the AGENCY other than for fao'it on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMEi`R used. No payment snail be made for any work completed after ten days following receipt by the CONSULTANT of the Notice of Termination. If the accumulated payment Made to the CONSULTANT prior to Notice of Tenn9ration exceeds the total amount that %voutd 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. In the event the services of the CONSULTANT are lemtinated by the AGENCY for fautt on the part of the CONSULTANT, the atxwe 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 ousts incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required viinth 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 wttxh maybe required to do so, and other factors which affect the value to the AGENCY of the work performed at the tune of termination. Under no circumstances shat payment made under this subsection exceed the amount u lfth would have been made using the formula set forth In the previous paragraph. If it is determined for any reason that the CONSULTANT was not in defat6t or that the CONSULTANTS failure to perform is without it or its employees fault or negligence, the termination shalil be deemed to be a termination for the convenience of the AGENCY in accordance with the provision of this AGREEMENT. In the event of the death of any member, partner or ofnoer of the CONSULTANT or any of is supervisory personnel assigned to the project, or, disc Mon of the partnership, tem*m0on of the corporation, or disaffiliation of the princ#Wy involved employee, the surviving members of the CONSULTANT hereby agree to complete the woA under the terms cf this AGREEMENT, d requested to do so by the AGENCY. The subsection shall not be a bar to renegotiation of the AGREEMEtd i behveen the surviving members of the CONSULTANT and the AGENCY, U the AGENCY so chooses. In the event of the doath of any of the parties Wed in due previous paragraph, should the surviving members of the CONSULTANT, with the AGENCYs concurrence, desire to UmTi°nate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. In the event this AGREEMENT is termina'ed prior to completion., the original copies of all reports and other data. PS&E maberiah famished to the CONSULTANT by the AGENCY and documents prepared by the CONSULTANT prior to said temination, shag become and remain the pcopeaty of the AGENCY and may be used by it vNsihout restriction. Such unrestricted use, not ocamiing as a part of this PROJECT, shall be without fiabTty or legal exposure to the CONSULTANT. 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 agabust the CONSULTANT Page 3 of 30 for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform vrork 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 ad 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 coned errors appearing therein, vMen required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY lard it desirable for its own purposes to have previously sa`istackAy 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 vrfll be paid for as herein provided under Section XIV. XI DISPUTES Any dispute concerning questions of fact in connection vdih the work nol 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 d this AGREEMENT, provided however, t,`eat if an action is brought challenging the Director of Public Works or AGENCY Engineeds decision, that decision shag be subject to the scope of judicial review provided under Washington Case Law. 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 initiated in the Superior Court of Cre State of Washington, situated in the county the AGENCY is located in. The parties hereto agree that all questihns shall be resolved by application of Washington lane and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance %with the lanes d 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 the AGENCY is located in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local lawns and ordinances applicable to the work to be done under this AGREEMENT. Tit AGREEMENT shag be interpreted and constmed in accord veilh the lays of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE of Washington, and their officers arid employees harmless from and shag prooess and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANTs negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnity 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 ti the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANTS agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this Wemniy provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of deferufing such claims and suits, etc. shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the neg[Vno of the CONSULTANT's agents or employees. TSB Form 190 -016 Revised Oct 2001 T j ransportation Improvement Board (TIB) `� Consultant Agreement The CONSULTA,NT's relatibn to the AGENCY shall be at all times as an independent contractor. The CONSULTANT specifically assumes paential liability for actions brought by the CONSULTANTs o+vn employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT spec .* waives any immunity under the state industrial insurance law, Tile 51 RCW_ The CONSULTANT recognizes that this waiver %vas specifically entered into pursuant to the provisions a RC'N 4.24.11 S and eras the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for adm nistratbn of construction contracts, if any, on the project. Subject b the processing of an acceptable, supplemental agreement. the CONSULTANT shall provide on -call assistance to the AGENCY during contract administmtion. By providing such assistance. the CONSULTANT shall assume no responsibility for. proper construction techniques, job site safety, or any construction oontractor's fare to perform Its work in accordance Alh the oontrad documents. The CONSULTANT shall obtain and keep in force during the temrs of the AGREEMENT, or as olherwiso required, the fof -.fig insurance wilh companies or through sources approved by the State tnsuhance Commissioner pursuant to RCW 48. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Generd commercial liability insurance in an amount not less than a single fimit of one million and 001100 Dollars ($1,000,000.00) for bodily iri ury, indud>ng death and property damage per ocanrrence. Excepting the Worker's Compensation bnsumance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all oerti6ca;es of insurance as an additional insured. The CONSULTANT shall furnish the AGENCY %vith verification of Insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of a9 requUed insurance policies at any time. All insurance shat be obtained from an insurance company authorized to do business in the State of Washington, The CONSULTANT shall submit a vedmafion of insurance as ciLdined above within 14 days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing pdides shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANTs proessional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one minion dollars, whichever is the greater unless modified by Exhibit H. In no case slhM the CONSULTANTs professional liability to third parties be limited in any way. The AGENCY vrll pay no progress payments under Seddon 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 availlabie to them under other provisions of this AGREEMENT, or otherwise in lave. XIV EXTRA WORK A. The AGENCY may at any time, by written order, make changes w6b the general scope of the AGREEMENT in the services to be performed. Page 4 of 30 B. If any such change causes an inawse or decrease in the estimated cost of, or the time required for, p€rfomtianoe of any part of the vrork under this AGREEMENT, whether or not changed by the order, or othendse affects any other terms and conditions of the AGREEMENT, the AG614CY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or oonipietion schedule, or both-, and (3) other affected terms and shall modify the AGREEMENT accord7rgty. C. The CONSULTANT must submit any proposal for adjustment (hereafter referred to as proposal) under this dause w0hin 30 days from the date of receipt of the %witten order. However, if the AGENCY decides that the fads jus0y it, the AGENCY may receive and act upon a proposal submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shalt be a dispute under the disputes clause. Har,ever nothing in this clause shat excuse the CONSULTANT from proceeding with the AGREF`.tENT as changed. E. Not•aititstanding the terms and condition of paragraphs (a) and (b) above, the maximum amount payable for thi; AGREEMENT, shaft not be increased or considered to be increased except by specific vdten supplement to this AGREEMENT. XV ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data lumished by him. XVI TIB AND AGENCY REVIEW The AGENCY and TIB shall have the right to participate in the revfema or examination of the work in progress. r} Transportation Improvement Board (TIB) Consultant Agreement XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibll A -1, are the Certifications of the Consultant and the Agency. XVIII COMPLETE AGREEMENT This dooument and reterenced attachments contains all covenants, stipnAations and provisions agreed upon by the parties. No agent, or representalim 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 modifxations of (he terms hereof shag be valid unless reduced to wrifiN and signed by the parties as an amendment to this AGREEMENT. XIX EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneousty 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, represewations, warranties, covenants. and agreements contained in the proposal, and the supporting materials submitted by the CONSULTANT, 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 % ten. By Consultant By C H„2 M )� i i L-- Ca (County of TIB Form 190-016 Revised Od 2001 Page 5 of 30 •ansportation Improvement Board (TIB; Consultant Agreement THIS PAGE IS INTENTIONALLY BLANK T/B Form 190 -016 Retiised Oct 2001 Page 6 of 30 `Transportation Improvement Board (TIB) Consultant Agreement EXHIBIT A -1 Certification of Consultant Project No. CityQUAly 8-3. 208(001 }1 Spokane Valoy I hereby certify that I am JAMES S. CORRELL a duly authorized representative of the firm of CI-12M HILL. INC whose address is 9 South Washington, Suite 400, Spokane. Washington. 99201 -3709 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 this contract. (b) Agreed, as an express or implied oondition for obtaining this contract, to employ or retain the services of a 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, contribution, donation or consideration of any kind for, or in connection arith procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with requirements of the Board of Professional Registration. I acknowledge that this certificate is to be available to the Transportation Improvement Board (TIB), in connection with this contract involving participation of TIB funds and is subject to applicable State and Federal laws, both criminal and civil. n Date Slgnawre Certification of Agency Official I hereby certify that I am the AGENCY Official of the CitylCounty of Spokane Valley , Washington and that the above consulting firm or his/her 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 acknowledge that this certificate is to be available to the TIB, in connection %-Ath this contract involving participation of TIB funds and is subect to applicable State and Federal laws, both criminal and civil. 411 g' Dale T/B Form 19M15 Revised Oct 2001 Page 7 of 30 ransportation Improvement Board (TIB) 'y Consultant Agreement THIS PAGE IS INTENTIONALLY BLANK TIB Form 190 -016 Revised Oct 2001 Page 8 of 30 . SCOPE OF WORK FOR BARKEh J, CITY O= SPOKANE VALLEY, NOVEMBER 2006 EXHIBIT 131 Scope of Work for Barker Road, City of Spokane Valley, Washington TIB Project No. 8- 3- 208(001) -1 November 2004 1.0 Introduction The purpose of this scope of work is to establish the specific scope of CH2M HI(L's professional engineering services and compensation for the final design of the widening of Barker Road from Boone Avenue to the Barker Road Bridge, across the Spokane River. The City of Spokane Valley (Spokane Valley) may make or approve changes within the general scope of this agreement. If such changes affect CH2M HTLL's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this agreement. CH2M HILL will notify Spokane Valley in writing of the occurrence of a change and an estimate of the cost impact. Spokane Valley will provide written approval of change. A 10 percent contingency fund has been established for minor changes to the Scope of Work. Use of the contingency fund requires written authorization from Spokane Valley. Spokane Valley reserves the right to expand the Scope of Work for this project to include engineering services for construction bispection and /or construction management. These additional services during construction are not included in this Scope of Work. 2.0 Purpose The purpose of this project is to widen Barker Road from Boone Avenue to the Spokane River within the city limits of Spokane Valley, Washington. The proposed improvements are to widen the existing two -lane road to a three -lane section with two travel lanes and a continuous left turn lane. A sidewalk with curb, gutter, and dedicated bicycle lanes are planned for both sides of the road. Between Mission and Indiana, a right turn lane will be constructed to address future development in the area. The intersection of Mission and Barker is to be signalized and illuminated with a right turn lane south of Mission. 3.0 Scope of Work CH21M HILL will design the project and supply documentation for the design in accordance with: • Spokane County Standards for Road and Sewer Construction • Washington Department of Transportation local agency guidelines • Washington Department of Transportation Design Manual SMEXHIBIT B -% SUN FINAL VERSIONAOCd042930014 9 of 30 SCOPE OF VMK FOR BARKER F 3TY OF SPOKANE VALLEY, NOVEIJBER 2004 This scope of work includes the following main tasks: Task 1: Surveying and Mapping Task 2: Environmental Documentation and Permits Task 3: GeotechnicaI Services "Cask 4: Plans, Specifications, and Estimates Task 5: Utility Services Task 6: Right -of -Way Coordination and Plan Task 7: Public Involvement Coordination Task 8: 'Bidding Assistance Task 9: Project Management and Agency Coordination CH2M HILL will provide the following specific services: Task 1: Surveying and Mapping 1.1 Surveying This task involves establishing existing survey control and field surveying in support of the base mapping for Design and PS &E, as well as in support of right -of -way acquisition. • Establish control monuments for project along route at approximately 600 foot intervals. • Send out request letter for monument information to all other surveying/ engineering firms in Spokane and Post Falls area. • Research and compile surveying records. • Identify and locate any plat, centerline, or section corner monuments to be potentially destroyed. • Identify and locate any property corners along right of ways of construction area. Verification of every monument will not be performed unless required by this project for determination of right -of -way or drainage parcel acquisition. • Prepare and provide monument reference drawings at an appropriate scale. • Project horizontal datum will be surface coordinates on assumed datum. The assumed horizontal datum will be referenced to the Washington State Plane Coordinate System. Vertical datum will be NAVD88. • Preparation of monument .removal permit forms is not included in this scope of work. 1.2 Mapping • Topographic Mapping Data to obtain 1 -foot contour intervals Provide topographic information up to 60 feet on each side of roadway centerline, including: a) Utilities from above - ground evidence b) Utilities from paint lines established by the One Call service SPKIEXHIEdT B -1 SOV! FPIAL VERSION.D000129W014 10 OF 30 SCOPE OF WORK FOR BARKa CITY 0C SPOKANE VALLEY. NOVEMBER 2W c) Improvements d) Drainage features 2. Provide topographic information 7.00 feet from centerline laterally up intersecting side streets, including: a) Asphalt location b) Drainage features (that is, curbs, ditches) c) Drainage structures d) Utilities from above - ground evidence e) Utilities from paint lines established by the One Call service 3. Provide mapping in AutoCad LDD2i (or later version) format a) Reduce and draft right -of -way and contour topographic maps b) Reproducible copies will be the final product c) Digital AutoCad files will be provided to Spokane Valley Deliverables: Base mapping, including all point and Th %f files, in AutoCad forrn.at Task 2: Environmental Documentation and Permits 2.1 SEPA Checklist CH2M H:1LL will prepare a State Environmental Policy Act (SEPA) Checklist for the Barker Road project. Assumptions: There will not be any SEPA related surveys conducted or additional reports prepared for environmental resources other than what is described below. Cultural and Historical Resources: It is assumed that a cultural resources survey will not be needed because all work will be within the existing right -of -way. It is unlikely that cultural or historical artifacts would be found within this project corridor. However, the checklist will explain that a management/ policy plan would be followed should any discoveries be. made during construction. Also, because this project is not receiving federal funds, there will be no need to coordinate between the Washington State Department of Transportation (WSDO'I), the tribes and the Federal Highway Administration (FHA). Biological Resources: It is assumed that the only biological concern might be the presence of eagle or osprey nests near the river corridor. A search for nests and preliminary discussions with the Washington State Fish & Wildlife Department (WSF &W) will be done to determine whether or not there are any nests within a quarter -mile of the project site. If there are nests, a plan for species protection during the nesting season `mould be made with WSF &W and preparation of that plan would be outside of this scope of work. Wetland Resources: It is assumed that there is no need to conduct delineation of wetlands onto prepare a wetlands mitigation plan. This will be verified by searching for potential wetlands on or near the project site when the search for eagle and osprey nests is conducted. Therefore, there %Till be no need for a Section 404 permit and a Section 401 certification because no work will occur within wetlands or within the ordinary high water mark of the Spokane River. SPKFxHIBIT g-1 sow FINAL VERSIOM.00CV2930014 11 of 30 SCOPE OF WORK FOR BARKER F :ITY OF SPOKAAE VALLEY, NOVEPABER 2{141 Parklands - Section 4(f): Near the Barker Road Bridge, there is a trailhead and a section of trail that might be considered parklands. It is assumed that there will be no need for a Section 4(f) evaluation of this parkland because there are no federal dollars associated with this project and because the project will be within the existing road right -of -way and will not adversely impact the trail head property. Water Resources: It is assumed that although a portion of the project might be within the 200 -foot buffer area for shorelines, the project would not need a shorelines permit. In addition, there will be no need for a hydraulic project approval. Transportation: It is assumed that there is no need for a traffic study. Noise: It is assumed that there is no need for a noise study. 2.2 Joint Aquatic Resource Permits Application (JARPA) CH2M .HILL will complete documentation, which may include a JARPA document and a letter to Spokane County and Washington State Department of Ecology, with project description, site plan, and other appropriate documentation, to request an exemption from the Shoreline Permit. Preliminary documents would be submitted to the City of Spokane Valley for review, application /SEPA documents would be revised, and final documents submitted to Spokane County, Washington State Department of Ecology and other appropriate agencies. Deliverables: SEPA Checklist., JARPA documents, and letter Task 3: Geotechnical Services 3.1 Field Explorations and Laboratory Testing The work will include drilling and inspection of test pits and borings, and laboratory testing to produce information for final geotechrtical design of signal pole and luminaire foundations, stormwater infiltration ponds, and pavement section design. Assumptions CH2M HILL, or its authorized subconsultants, will obtain right of entry agreements prior to performing any work outside of the street right -of -way and a right -of -way pen-nit from Spokane Valley prior to performing work within the street right -of -way. Borings and test pits will be staked and calls to One -Cal] for utilities will be made. It is assumed that for pavement foundation design, boring and test pit locations will be located adjacent to existing pavement sections of Barker Road and that testing directly beneath the paved sections will not be required to obtain a representative subgrade sample. It is assumed that CI12M HILL will drill and sample four test boring locations with drilling footage totaling 60 lineal feet (If) during the geotechnical work. The purpose of these test borings will be to establish the engineering properties of the soil at the test boring locations for the signal pole foundation. Equipment and labor to locate the test borings, drill the borings, and restore the site upon completion will be provided. CH2M HILL will be responsible for utility checks and vehicular traffic control as needed during drilling operations. A traffic plan and flaggers are not considered necessary with work being conducted off the existing roadway. During the drilling program, Standard SPKlEXHI81r B-1 S(M FIPIAL 10ERSIONDOCM42930014 12 OF 30 SCOPE OF WORK FOR BARKER J. CITY OF SPOKANE VALLEY, NOVEMBER 2004 Penetration Tests (SPTs) will be conducted at intervals of 5 feet or at stratigraphic changes in soil. An automatic hammer may be used to conduct SPTs. A backhoe and operator will be contracted to excavate and backfill test pits for a total of 4 days at selected locations, to determine soil types and to perform percolation tests at the locations of the proposed stonmvater infiltration ponds. Test pits will be excavated, percolation measurements collected, and pit backfilled prior to leaving each day. For planning purposes, it is assumed that CH21V1 HILL will perform percolation tests at nine of thirteen locations. CH2M HILL will make arrangements and pay all costs for obtaining water for the percolation testing. • A backhoe and operator will be contracted to excavate and backfill test pits for a total of two days at selected locations outside of the existing paved section along Barker Road, to determine soil types and to obtain samples for determining the subgrade properties of the native soils for the purpose of pavement design. A geotechnical engineer or engineering geologist will be provided during test borings and pit excavations to: • Visually classify soils and rock according to AS`M4 methods • 'Record drilling and pit observations, including blow counts during SPTs on logs • Collect soil and rock samples for laboratory analysis and classification The boring and test pit logs will include relevant observations made by drilling crews during drilling. Depths at which groundwater is encountered also will be recorded. Test borings will be restored to grade to match the existing conditions. Laboratory tests will be conducted on selected soil samples to determine gradation and moisture content of site soils. For this scope of work, it is assumed that the laboratory testing program will consist of up to eight moisture contents, eight sieves, and four AASHTO T 307 (Resilient modulus) tests. 3.2 Geotechnical Report CIH2M HILL will prepare a geotechnical report, summarizing the field investigation, laboratory testing, and geotechnical recommendations for the project. The report will present: • A summary of field exploration methods, results, and interpretations, including test boring and pit logs, descriptions of soil conditions, and water levels encowitered during drilling • A summary of laboratory testing methods, data, and tabulated results\ • Recommendations 3.3 Geotechnical QA/QC Review Quality Assurance /Quality Control (QA /QC) reviews for the geotechn.ical engineering aspects of the project will be performed. 17eliverables: Geotechnical report SPKIEXHISIT B•1 SO4V FINAL VERSION.DOC1042930014 113 OF 30 SCOPE OF WOFLK FOR BARKER F ,ITY OF SPOKAKE VALLEY, NW M@ER 200; Task 4: Plans, Specifications, and Estimate 4.1 Preliminary Design Report A preliminary design report will be prepared to show preliminary layout of the roadway geometry and drainage facilities. The preliminary design report will also address street and drainage design standards and other related data. 4.2 Roadway Plans and Profiles Plan and profile sheets will be prepared. These plans wilt include horizontal and vertical alignment information and plan views of paving limits, limits of curb gutter and sidewalk, locations of driveways, cut /fill limits, stormwater infiltration ponds, and other elements of roadway construction. Edge -of- pavement elevations will be established by curb profiles and will be based on the roadway centerline profile. Plan sheets will show structure notes. 4.3 Typical Sections Development Roadway sections will be developed for Barker .Road. The geotechnical findings for the subgrade soils will be used, along with traffic volume information provided by Spokane Valley, to design pavement section thicknesses based upon AASHTO Guide for Design of Pavement Structures, 1993. 4.4 Drainage Design Plans Drainage plan sheets depicting proposed storm drain system components including pipes, manholes, and catch basins and inlets will be prepared. Separate detail sheets will show non - standard drainage construction details as well as drainage profiles. Drainage design will be performed in accordance with the pending City of Spokane Valley stormwater ordinance. 4.5 Roadway Details Prepare detail sheets identifying miscellaneous details not covered by standard plans. 4.6 Signing and Striping Plans Signing and striping plans will be prepared. These plans will delineate the locations of all pavement markings including lane lines, crosswalks, turn arrows, and stop bars. These plans also will show the locations and sizes of required signing indicating the type and location of individual signs. Signing and striping will be designed in accordance with the Manual of Uniform Traffic Control Device (MUTCD) and standards adopted by Spokane Valley. 4.7 Traffic, Illumination, and Signals CH2M HILL will review the available traffic count data and document the capacity and operational requirements of the intersection of Barker Road and Mission Avenue, to identify intersection control needed. It is assumed that recent (within the last 12 months) peak.hour turning movement traffic count data is available from Spokane Valley and can be readily obtained to perform the review and traffic signal warrants. Traffic Signal warrants will be prepared for the intersection. The traffic signal warrants will be based on the MUTCD. SPKffiWZIT 8.1 SOW FWA!_ �JERSION.DOC1042930014 14 OF 30 SCOPE OF WORK FOR BARKER J. CRY OF SPOKANE VALLEY, NOVEMBER 2004 CH2M HILL will prepare the signal and illumination plans and details in accordance with Spokane Valley guidelines, showing proposed locations for the new signals, luminaires, electrical hardware, and wiring diagrams. Geotechnical investigations and signal pole foundation designs will be conducted as described in Task 3. It is assumed that signal interconnection with other intersections will not be required. It is assumed that illumination only will occur at the signalized intersection and that an illumination study will not be required. 4.8 Specifications CH.2M HILL will prepare specifications using the current WSDOT Standard Specifications for Road, Bridge, and Municipal Construction and WSDOT Special Provisions. Standard plans will be identified and assembled for inclusion in the contract documents. Modifications to the standards grill be made with amendments and special provisions. It is assumed that construction surveying will be included in the contractor's contracted responsibilities. 4.9 Summary of Quantities and Opinion of Cost CH2M HILL will perform quantity takeoffs for all project elements. CH2M HILL will prepare a summary of quantities plan. CH2M HILL will compile unit prices based upon WSDOT and Spokane County unit bid analysis and will prepare an opinion of cost. 4.10 QA1QC Review and Value Engineering Coordination Quality Assurance/ Quality Control (QA /QC) reviews will be performed for the roadway work. Project design criteria, geotechnical recommendations, and roadway geometrics will be reviewed to assure conformity with project requirements. A plans check, constructibility check, and quantities check will be completed on the 90 percent roadway design work. CH2M HILL will coordinate with Spokane Valley for a value engineering (VE) study, to be performed by others, at the 30% level of completion. CH2M HILL will respond to comments from the VE study in writing and incorporate revisions resulting from the VE study and internal reviews into the final design documents. Deliverables: Prelitninanj design report at the 30% level of completion and plans, specifications and estimates will be submitted at the 90% and Final levels of completion. Tentative Sheet'List -The sheet list shown and CONSULTANC's fee estimate assumes that several of the plan sheets normally required by the WSDOT Plans Preparation Manual will not be required for this project. Half -sized plans (11 "x17) will be bound with the contract documents for bidding and review. Full -size plans will be prepared at 1 " =20' scale. AutoCAD drawings will be prepared using American Public Works Association (APWA) CAD standards. SPKlEMIBIT B-I Saw FINAL VERSIOaN.DO0042MI4 15 OF 30 TABLE 1 Tentative Sheet List SCOPE OF WORK FOR BARKER F ,IrY OF SPOKANE VALLEY, NOVEMBER M Deliverable Number of Sheets Title Sheet, General Notes and Abbreviations Sheet 2 Summary of Quantities 1 Roadway Typical Sections 1 Roadway Plan and Profiles 5 Drainage Plans 3 Drainage Detail Sheets 1 Drainage Profile Sheets 1 Traffic Signal Plans 2 Roadway Detail Sheets 5 Signing and Striping Plans 2 Task 5: Utilities Services 5.1 Utility Coordination CH2M MILL, or its authorized subconsultant, will contact the utility companies via letter and request field locations for underground utilities so that the field surveys can accurately locate the utilities. Above - ground utility information also will be collected by field surveys. All available utility information will be compiled on preliminary roadway plans. CH2M HILL will circulate preliminary plans to affected utilities and request their relocation plans. CH2M HILL will coordinate the design of Barker Road with the proposed Spokane County sewer project to ensure compatibility of the two design projects. CH2M HILL will coordinate with Consolidated Irrigation District to ensure that any improvements to its system is coordinated with the Barker Road improvements. Deliverable: Areliminanj roadway plans circulated to affected utility companies Task 6: Right -of -Way Coordination and Plan 6.1 Right -of -Way Plans and Costs Preliminary design will determine the extent of right -of -way required. It is anticipated that four parcels will be affected at the intersection of Barker Road and Mission Avenue, and nine parcels will be required for drainage purposes. CI-12M HILL's subconsultant will request title reports for the identified parcels. preliminary right -of -way plans will be prepared, identifying the extent of required takes. These plans will identify the location of SMEXHIBIT 6.1 SOW FINAL. VERSION.DOC1042M0114 16 OF 30 SOME OF WORIK FOR BARKER J. CITY OF SPOKANE VALLEY. NOVEMBER 200E the proposed improvements and how the parcels will be affected by the improvements. The following services will be provided: • Title reports will be obtained for affected properties. • Introduction letters will be sent to owners affected by the project. • Right of entry agreements. • Appraisals will be coordinated with Appraisal Group Northwest. • Review appraisals will be coordinated with Barrett and Associates. • Offer letters will be sent. • Negotiations with property owners. • Documents will be prepared and provided to Spokane Valley for necessary acquisitions. • Follow through will be made on transfer of property to Spokane Valley, including closings and /or payments, title clearing, and recording. • Close -out files meeting WSDOT standards of certification will be provided. • Right -of -way and drainage site acquisition surveys 1. Establish boundaries for Mission Street intersection a) Prepare legal descriptions of each b) Monument new right -of -way 2. Establish boundaries for nine drainage retention areas a) Provide preliminary boundary staking of each b) Prepare legal descriptions of each c) Monument boundaries of each d) Topographic mapping of each 3. :Prepare and file a record of survey for all new boundaries it is assumed that the four corners of Mission and Barker Road, as well as nine appraisals for drainage will be included. This also assumes that the right -of -way acquisitions will be partial takes, with no structures to be impacted. Property and right -of -way monuments will be reasonably searched for and field located in the survey tasks. The existing right -of -way and subdivision property lines will be shown on the plans, based on available monuments, plats, and record of surveys. CH2M HILL will request frorn the County Assessor's office the ownership of the parcels surrounding the project limits. Horizontal control and right -of -way plans will be developed, showing the roadway centerline, survey control points, curve data, tangent bearings and distances, proposed right -of -way and existing right -of -way. Deliverables: Right -of -way plait, parcel table, title reports, project finning estimate for right -of -way costs, close -out files, and documents for acquisitions. Task 7: Public Involvement Coordination 7.1 Public Information Meeting All public involvement and community outreach activities will be coordinated with Spokane Valley. SPKIEXHIBrT 0•1 SOW FINAL VEiRSIONZOM2930014 17 OF 30 SCOPE OF WORK FOR BARKER R VY OF SPOKANE VALLEY, NOVEMBER 2004 CI- IM FULL will prepare for and coordinate two public information meetings. The public meetings will be "Open House" style meeting to answer questions. Two representatives from CH2M HILL will attend the meetings and be available to answer questions from the public. CH2M HT LL will be responsible for preparing the project fact sheet and displays. It is anticipated that a colored version of the design line work, overlaying a colored aerial photograph will be used at the public meeting. CH2iVi HILL will prepare a Public Notice and will coordinate with a mailing service company M distribute the notification. Spokane Valley will pay for the mailing. This task does not include preparing project newsletters or making presentations to public officials, property owners, and businesses. Deliverables: Prepare meeting displays and handouts, prepare public notice, attend public meeting Task 8: Bidding Assistance 8.1 Contract Documents Preparation CH2M .HILL will print and distribute up to 50 sets of contract documents after Spokane Valley and TIB approval. Contract documents will be sent to approximately seven local plan centers. 8.2 Advertisement for Bids CH2M HILL will assist Spokane Valley with advertisement for bids (Spokane Valley will place the advertisement). 8.3 Response to Bidder Questions and Issue Addenda CH2M HTLL will answer bidder's questions and issue addenda (up to two). CH2M HILL will not be required to attend the bid opening (Spokane Valley will conduct bid opening). 8.4 Bid Tabulation, Evaluation, and Contract Award Recommendation CH2M FULL will prepare bid tabulation, evaluate low bidder's qualifications, and make a recommendation for contract award to Spokane Valley staff and the City Council. Deliverables: 50 sets of contract documents, addenda, and bid tabulation Task 9: Project Management and Agency Coordination Provide overall project management and coordination with Spokane Valley. A total time of six months .is assumed to be the duration for this work. 9.1 Overall Project Management Services Provide overall project management services including: • Project instructions and work plan • Staff and subconsultant management • Quality management plan • Control budget and schedule SPlOEXMBIT B-1 SOW FINAL VERSION,DOGU4293004 18 OF 30 SCOPE OF MIRK FOR BARKER i, CITY OF SPOKANE VALLEY, NOVEMBER 2W • Bi- weekly progress reports via email. • Monthly progress reports and invoices (The progress report/ invoice will identify the work performed for that period, major decisions, schedule, and budget status. Deliverables:.Project instrncti.ons and work plait, qualihj managernent plan, progress reports and invoices 9.2 Agency Coordination Provide overall agency coordination including: • One coordination meeting per month (tivo CI-I2M HILL staff present) Deliverables: Coordination meeting rninrrtes 4.0 Project Delivery Schedule CN2 4 HILL will complete the design milestones in accordance with the predetermined schedule as follows: TABLE 2 Project Delivery Schedule Deliverable Delivery Date Draft PS &E Open House Meeting Issue Final Bid Package SPKjF_XMJBrrfrt SOVJFfJ4ALVSRS10 ►t.00c1a429400, 4 19 OF 30 March 25, 2005 April 8, 2005 April 22, 2005 SCOPE 0. WORK FOR BARKER f \ITY OF SPOKANE VALLEY, NOVF146ER 2W4 THIS PAGE IS INTENTIONALLY BLANK SPKiEXHIBIT B-I SOW FINAL MISIONDOCl042930394 20 OF 30 `Transportation Improvement Board (TI13) r err •��,, Consultant Agreement EXHIBIT C -2 Payment (Cost Plus 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 all work performed or services rendered and for all labor, materials, equipment, and incidentals necessary to complete the %vork specified in Section II, "Scope of Work." A. Actual Costs Payment for all consulting services for this project shall be on the basis of the CONSULTANTS actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, and direct nonsalary cast. 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 vrork necessary to fulfill the term of this AGREEMENT. 2. Overhead Costs Overhead costs are those costs other than direct casts which are included as such on the books of the CONSULTANT in the normal everyday keeping of its boons. 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 shooAn in the heading of the AGREEMENT. The three options are explained as follows: a. 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 maximum amount payable, authorized under this AGREEMENT, viben accumulated with all other actual costs. b. Actual Cost Not To Exceed Maximum Percent: If this method is indicated in the heading of this AGREEMENT, the AGENCY agrees to reimburse the CONSULTANT at the actual overhead rate verified by audit up to the maximum percentage shove in the space provided. Final overhead payment when accumulated vrith all other actual costs shall not exceed the total maximum amount payable shown in the heading of this AGREEMENT. c. 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 shovm. This rate shall not change during the life of the AGREEMENT. A summary of the CONSULTANTs cost estimate and the overhead oomputation are attached hereto as Exhibits D and E and by this reference made part of this AGREEMENT. When an actual cost overhead rate or actual cost not to exceed overhead rate is used, the actual overhead rate determined at the end of each fiscal year shall be used for the computation of progress payments during ft following year and for retroactively adjusting the previous years overhead cost to reflect the actual rate. The CONSULTANT shall-advise the AGENCY as soon as possible of the actual overhead rate for each fiscal year and of the actual rate incurred to the date of completion.of the %work. The AGENCY aridror TIB may perform an audit of the CONSULTANTs books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Nonsalary Cost Direct nonsalary costs will be reimbursed at the actual cost to the CONSULTANT applicable to this contract. 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 untess otherv&e approved by the AGENCY. The billing for nonsalary cost, directly identifiable with the Project, shall be an itemized listing of the charges supported by original bills or legible copies of invoices, expense accounts, and miscellaneous supporting data retained by the CONSULTANT. Copies of the original supporting documents shall be provided to the AGENCY upon request. All of the above charges must be necessary for seMoes to be 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 fee is based on the scope of work defined in this AGREEMENT and the estimated man- monfhs required to perform the stated scope of vmrk. In the event a supplemental agreement is entered into for additional work by the CONSULTANT, the supplemental agreement may include provision for the added costs and appropriate additional fee. The fixed fee Swill 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. T/B Form 190-016 Revised Oct 2001 Page 21 of 30 'rarnsportation Improvement Board (TIB) �i Consultant Agreement Any portion of the fixed fee earned by no; previously paid in the progress payments v,:ll be cover in the final payment, subject to the provisions of Section IX. Ternimation of Agreement. 5. 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 as maximum amount payable, which includes the Fixed Fee, unless a supplemental agreement has been negotiated and executed by the AGENCY prior to incurring any casts in excess of the maximum amount p&/able. B. Monthly Progress Payments The CONSULTANT may submit invoices to the AGENCY 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 shat be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, General Requirements, of the AGREEMENT. The invoices will be supported by itemized listing and support document for each item including direct salary, direct nonsalary, and allowable overhead costs to which vrill be added the prorated Fixed Fee. 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 vrork under this AGREEMENT, contingent upon receipt of all PSBE, plans, maps, notes, reports, 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 of any nature which the CONSULTANT may have against the AGENCY unless such clams are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its aomptance. Said final payment shall not, hovrever, be a bar to any clams that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue Wth respect to such claims. D. Inspection of Cost Records The CONSULTANT and his suboonsultants shall keep available for inspection by representatives of the AGENCY andlor TIB, for a period of three years after final payment, the cost records and accounts pertaining to thts AGREEMENT. If any f- tigation, 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. TIB Form 190.016 ReviW Oct 2001 Page 22 of 30 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit D -1" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Level of Effort Estimate" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Transpoftation Improvement Board (TIB) Consultant Agreement EXHIBIT E•1 Breakdown of Overhead Cost (Sample Only - Actual line item and cost categories and percentage for firm should be submitted.) See Attachment A for CH2M HILL actual overhead rate calculation FRINGE BENEFITS FICA Unemployment Medical Aid and Industrial Insurance Company Insurance and Medical Vacation, Holiday, and Sick Leave Commission, Bonuses/Pension Plan TOTAL FRINGE BENEFITS GENERAL OVERHEAD State B &O Taxes Insurance Administration and Time Not Assignable Printing, Stationery, and Supplies Professional Services Travel Not Assignable Telephone and Telegraph Not Assignable Fees, Dues, Professional Meetings Utilities and Maintenance Professional Development Rent Equipment Support Office Miscellaneous, Postage TOTAL GENERATED OVERHEAD GRAND TOTAL T/B Form 190.616 Revised Ou 2001 Page 25 at 30 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Attachment A / Commercial Overhead Rate Calculation" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. r Transportation Improvement Board (TIB) r �; 1� iWtO Consultant Agreement EXHIBIT F -1 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 and 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. T/B Form 190 -010 Revised Oct 2001 Page 27 of 30 ransportation Improvement Board (TIB) Consultant Agreement THIS PAGE IS INTENTIONALLY BLANK TIB form 190-016 Revised Oct 2001 Page 28 0.130 A Transportation Improvement Board (TIB) Consultant Agreement EXHIBIT G -1 Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Surveying Services — Benthin and Associates (see Attachment B for cost breakdown) Right -of -Way Acquisition Services — ProLand, LLC (see Attachment C for cost breakdown) Geotechnical Services — Budinger and Associates, Inc. (See Attachment D for cost breakdown) TIB Form 190 -016 Page 29 of 30 Re%4sed od 2001 9 i= ransportation Improvement Board (TIB) Consultant Agreement THIS PAGE IS INTENTIONALLY BLANK Tw Form M -016 Re-Ased Od 2001 Page 30 of 30 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Attachment B / Benthin & Associates Cost Breakdown" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Attachment C / ProLand LLC Cost Breakdown" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Attachment D / Budinger & Associates Cost Breakdown" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Budget Estimate" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550.