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17-074.00 Transpo Group: North Sullivan ITS Design
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: 17-074 Firm/Organization Legal Name(do not use dba's): Transpo Group USA,Inc. Address Federal Aid Number 12131 113th Ave NE, Suite 203, Kirkland,WA 98034 CM-4103(012) UBI Number Federal TIN or SSN Number 603258009 REDACTED • Execution Date Completion Date 5—A0 7Z-CP(7- 12/31/2018 1099 Form Required Federal Participation ❑ Yes Q No El Yes ❑ No Project Title North Sullivan ITS Project, CIP 0259 Description of Work To support the installation of ITS and signal system components along North Sullivan Road between Interstate 90 and Trent Avenue(SR 290),Transpo will provide: -Project Corridor Assessment This document contains confidential tax information and -ITS Equipment Recommendation has been redacted pursuant to RCW 82.32.330. - North Sullivan Corridor ITS Design You may petition for a review of our findings pertaining to any -Project Administration redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review See Exhibit A -Scope of work pursuant to RCW 42.56.550. ❑ Yes Q No DBE Participation Total Amount Authorized: $93,840.00 ❑ Yes 0 No MBE Participation Management Reserve Fund: $0.00 El Yes Q No WBE Participation Maximum Amount Payable: $93,840.00 ❑ Yes Q No SBE Participation Index of Exhibits Exhibit A Scope of Work • Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 17-074 Local Agency ME Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 RAV%RAfi 2/17/7n'/n THIS AGREEMENT,made and entered into as shown in the"Execution Date"box on page one (1) of this AGREEMENT,between the City of Spokane Valley hereinafter called the"AGENCY,"and the"Firm/Organization Name"referenced on page one (1) of this AGREEMENT,hereinafter called the"CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in"Description of Work" on page one(1) of this AGREEMENT and hereafter called the"SERVICES;"and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. Ill. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies,groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State,Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants,and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 RAvic d/11//01e Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit"B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function(CUF) regulation outlined in the AGENCY's"DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended,but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT,on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files,prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit"C— Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i) certified mail, return receipt requested, or(ii) by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Craig Aldworth, PE Name: Karl Typolt, PE Agency: City of Spokane Valley Agency: Transpo Group USA, Inc. Address: 11707 E Sprague Ave. Suite 106 Address: 12131 - 113th Avenue NE, Suite 203 City: Spokane Valley State: WA Zip: 99206 City: Kirkland State: WA Zip: 98034 Email: caldworth@spokanevalley.org Email: karl.typolt@transpogroup.com Phone: 509-720-5001 Phone: 425-821-3665 Facsimile: 509-688-0261 Facsimile: 425-825-8434 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 3 of 14 RAvic d 2fl1/71)16 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor,materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D"and"E"and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. 1. Direct(RAW)Labor Costs: The Direct(RAW)Labor Cost is the direct salary paid to principals, professional,technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR)Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D"and"E"of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit,up to the Maximum Total Amount Payable, authorized under this AGREEMENT,when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits"D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT(prime and all sub-consultants)will submit to the AGENCY within six(6)months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.)for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdotwa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include,but are not limited to, the following items: travel,printing, long distance telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air,train, and rental car costs) in accordance with WSDOTfs Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations(CFR)Part 31.205-46 "Travel Costs."The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Pavfcalt All 1/9416 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits"D" and"E"of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled"Termination of Agreement." 5. Management Reserve Fund(MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "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 MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct(RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct(RAW)Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct(RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E,plans, maps, notes,reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty(20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: 17-074 Local Agency AM"Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Ravieari 3/11 M1$ D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six(6)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6)year period,the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create,between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E"attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier,to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color,national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission,percentage,brokerage fee, gift, or any other consideration,contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage,brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Ravicad 3/11/2016 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F"in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten(10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two(2)of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: 17-074 Local Agency AM Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Ravisad Vl1/20f6 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall,within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein,without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised,the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII"Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT,this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Rav carr 2/11//0ha XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes,regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington(STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable;provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and(b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable,in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers'and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier,or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the stateindustrial insurance law,Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: 17-074 Local Agency AME Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 RpWsc l3H1/9n16 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source,or an acceptable supplemental AGREEMENT,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance,the CONSULTANT shall assume no responsibility for:proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol 1)used in an amount not less than a one million dollar($1,000,000.00)combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY,their officers,employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the"AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete,certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Chris Bainbridge,City Clerk Agency: City of Spokane Valley Address: 11707 E Sprague Ave. Suite 106 City: Spokane Valley State: WA Zip: 99206 Email: cbainbridge@spokanevalley.org Phone: 509-720-5012 Facsimile: 509-688-0261 No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement"of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater,unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Ravicar!3/11/Me The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and(3)other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment,"hereafter referred to as "CLAIM," under this clause within thirty(30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes" clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.)and(B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2"Certification Regarding Debarment, Suspension and Other Responsibility Matters- Primary Covered Transactions,Exhibit"G-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4"Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit"G-4"is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Raviq,d 2/11/91,16 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement,representation,promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations,warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT,and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The"State's Confidential Information"includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers,financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data,non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data,or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT,to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish,transfer, sell, disclose,or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i)certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY; or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s)for which the State's Confidential Information was received;who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection,review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include,but is not limited to, salting databases. Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Ravi,p.t 2/11/9ots Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information,monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential"and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as"Proprietary and/or confidential information"or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants'information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six(6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents"shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including,without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals,plans, designs, data, surveys,maps, spreadsheets,memoranda, stenographic or handwritten notes,reports,records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts,notes, drafts, scribblings, recordings, visual displays,photographs, minutes,of meetings, Agreement Number: 17-074 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Ravieadl 1H1/9016 tabulations, computations,summaries, inventories, and writings regarding conferences, conversations or telephone conversations,and any and all other taped,recorded,written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody,or control of the CONSULTANT, and every copy of any of the foregoing,whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including"Native Files",that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook,Word, Excel,Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases,or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs,DVDs,floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files"are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified. The CONSULTANT shall include this section XX"Records Maintenance"in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. Signature Date C;(41,9(4.A, 72-fa 7 Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: 17-074 Local Agency ABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Ravicad 2/1112016 Exhibit A Scope of Work Project No. CIP o259 See Exhibit A Attachment Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 RAIACA17 1Q/.Q0/9n1d Exhibit A Design Consultant Scope North Sullivan ITS Project, CIP 0259 Federal Aid Project 4103(012) Project Limits The project will install ITS and signal system components along North Sullivan Road between Interstate 90 and Trent Avenue(SR 290). Scope of Work The proposed work scope includes the following four primary work elements: • Task 1 —Project Assessment o 1.1 —Corridor Assessment and Design Plan Review o 1.2—Utility Coordination • Task 2—ITS Equipment Recommendation and Signal Optimization Study o 2.1 —ITS Equipment Recommendation • Task 3—North Sullivan Corridor ITS Design o 3.1 —Data collection and base map development o 3.2—50%Engineering Design o 3.3—95%Engineering Design o 3.4—Final Plans,Specifications, and Estimate(PS&E) o 3.5—Structural Analysis of CCTV Mounting o 3.6—Bidding Services • Task 4—Project Administration Schedule September 1, 2017—50% submittal to City January 15, 2017—95% PS&E submittal to City March 1, 2018— Final Stamped PS&E package to City Task I -- Project Assessment 1.1 -Corridor Assessment& Design Plan Review The purpose of this subtask is to conduct a detailed inventory of conduits and junction boxes for the purpose to identify potential conflicts on the corridor and the interconnect routes. This task will also assess the capacity of the existing conduit runs from the cabinet to the nearest junction box and connection locations. The Consultant will develop a standard check list(form)that will be used to inventory and evaluate each intersection control cabinet. This inventory will become the basis for documenting the condition of the equipment and the need to replace any of the existing equipment. The Consultant will meet with WSDOT Signal Shop for the Indiana Avenue/Sullivan Rd intersection; the Trent(SR290)/Sullivan Rd intersection; and for information on the existing 1-90/Sullivan Rd Communications Hub. The consultant will meet with the Spokane County Signal Shop for information for all other Sullivan Road intersections. To be furnished by City: • Location of existing communications lines and existing conduit runs • Existing as-builts for signals within defined projects limits • Existing GIS base mapping 1.2— Utility Coordination The consultant will coordinate work with the utility companies to address any conflicts during the design. Typically, the utility companies will provide as-builts or mark locations in the field. The Consultant will contact the utility locator(811-Number)to obtain plans and field locate markings.After the completion of the utility locates, the Consultant will conduct field reviews at locations where new iTS devices are proposed (CCTV camera poles and ITS cabinets)to identify any potential conflicts with the existing utilities.The Consultant will identify any conflicts with the proposed conduit route and will propose alternatives to the City. Task 2 - ITS Equipment Recommendation 2.1 ITS Equipment Recommendation Purpose:Upon the completion of the Corridor Assessment,the Consultant will use the inventory from Task 1 to develop a list of recommended ITS equipment and corridor improvements focusing on new fiber optic communications and CCTV cameras. The Consultant will lay out the concept of the design with alternatives for the City to review. The design concepts, building upon the general locations from the ITS Strategic Plan,will include detailed reviews of the communication network and traffic monitoring cameras. A meeting with the City will be conducted to finalize the ITS equipment and installation locations before design proceeds forward.This task will use the assessment of the existing conduit runs to determine additional needs for conduit connection to existing signal cabinets and infrastructure within the project limits. The Consultant will perform a field investigation including line of sight requirements for CCTV and mounting height. Task 3 - N Sullivan Corridor ITS Design Upon the completion of Task 3,a list of ITS equipment and locations along with conduit and fiber connectivity will be approved by the City. The design corridor improvements are to include new conduit route,new fiber optic communications,and CCN camera installations. The potential iTS improvements for this corridor include but are not limited to: A. Fiber Communication System for approximately 10,000 feet. Fiber infrastructure will be determined with the City after field investigation and using the City's ITS strategic plan. B. Trench conduit along North Sullivan Rd from the existing end of ITS conduit behind sidewalk in Sullivan Park to the Sullivan/Trent Avenue intersection controller. It is assumed that existing conduit will be used south of Sullivan Park,except for conduit servicing a camera. C. Six Signal Controllers will be connected to the communication and Ethernet Switches. Intersections from South to North include: 1. E Indiana& N Sullivan Rd 2. Sullivan Park&N Sullivan Rd 3. E Marietta&N Sullivan Rd 4. E Euclid &N Sullivan Rd 5. E Kiernan Ave&N Sullivan Rd 6. E Trent Ave(SR 290)& N Sullivan Rd D. Up to three CCTV Camera locations will be recommended and connected by Ethernet and be compatible with the existing system.Locations and the number of CCTV cameras will be determined with the City after field investigation and using the City's ITS strategic plan. E. The project ITS system will connect to the WSDOT ITS system at the 1-90 Sullivan Communications Hub. F. Identify connection point and location of fiber termination cabinets. The following subtasks are proposed: 3.1- Data Collection and Basemap Development The Consultant will work with the City of Spokane Valley to assess the conduit along the project corridor with the detailed inventory. The Consultant will incorporate base map information available from the City— including both intersection/road projects and utility projects where spare conduits have been installed. The Consultant staff will then walk the corridor with City staff,WSDOT Signal shop staff, and Spokane County signal Shop staff to verify the location of the junction boxes accessing the spare conduit, if any. The base map will identify information required for the contractor to successfully locate the proposed improvements. This may include the location of existing right of way, roadside features(including curbs, sidewalks, planters strips,trees,junction boxes,etc.),and major traffic signal equipment. Existing as-builts and project data provided by the City will be used. Underground utilities will only be located in areas where construction work is anticipated to be required along the corridor, based on preliminary engineering. Deliverable: • Roll plot of base map 3.2—Structural Analysis of CCTV Mounting It is our understanding that the installation of the CCTV will be mounted on existing signal mast arms or signal luminaire arms. In this case,a structural analysis of the existing structure, including the foundation, pole and all connected parts thereof would be required.The Consultant will obtain a structural engineer to perform the above analysis. We understand that the structures to be modified have yet to be selected.As such, it is not known if the original design documents for the existing structures will be available. In the event that the original documents for the existing structures are not available, new CCTV poles will be proposed.As such, The Consultant will hire a sub-consultant to perform the following tasks: • Pole and/or structural analysis of existing structure design by Structural Engineer for up to three(3) locations • Foundation design up to three(3)poles 3.3- 50% Engineering Design This subtask will focus on the development of a preliminary(50%)engineering design for the ITS elements described earlier. The base maps prepared in the previous task will be used to prepare the preliminary engineering drawings for the proposed ITS system project The preliminary(50%)engineering drawings will show general location of existing and proposed equipment with construction notes and preliminary layout of restoration items such as roadway,sidewalk and landscaping. No wiring details and/or schedules will be prepared at this stage. 50%plans will be submitted for review and comment by the City. The cost estimate will be prepared and list bid items, unit costs, and quantities. If the City decides to implement improvements resulting from Task 3,the ITS design will account for these changes;however,signal design and roadway improvements such as channelization are not included in this scope of work. Deliverable: • Preliminary(50%)engineering ITS plan drawings and 50%cost estimate • 4 copies of the plans in 11"x17"size format and a pdf copy in 11"x17"printable page size. The plans shall be to a standard scale when printed on the 11"x 17"sheets. To be furnished by the City: • Coordination, review, and summary of agency reviews to meet schedule 3.4- 95% Engineering Design This subtask will develop 95%design documents including plans,specifications,and estimate for the ITS elements detailed in the 50%engineering design task above. The City comments from the 50% engineering design review will be incorporated into the 95%design. The 95%design shall include:equipment plans layout,construction notes, restoration of roadway, sidewalk ,and landscaping, erosion control,wiring details,fiber optic splice diagrams,details sheets, details of non-standard design features,specifications,and estimate. Plans,specifications and cost estimate will be submitted for the City's review. Deliverable: • Engineering Design (95%) ITS plan drawings, specifications, bid list and 95%cost estimate • 4 copies of the plans in 11"x17"size format and a pdf copy in 11"x17"printable page size. The plans shall be to a standard scale when printed on the 11"x 17"sheets. • Responses to City's 50% review comments To be furnished by the City: • Coordination, review, and summary of agency reviews to meet schedule 3.5- Final Plans, Specifications, and Estimate (PS&E) This subtask will develop Ad-Ready final PS&E documents. City and WSDOT comments from the 95% engineering design submittal will be incorporated into the final PS&E documents. The final design shall include stamped and signed plan sheets for all the plans including but not limited to communication and equipment layout,construction notes,restoration of roadway,sidewalk,and landscaping,erosion control,wiring details,fiber optic splice diagrams,details sheets,specifications,and estimate. Special Provisions:Contract documents, required FHWA Division 1,amendments, Division 2-9,standard drawing details,wage rates. Deliverable: • One set fine set of PS&E documents • Final engineer's estimate • Copy of of the drawings in pdf format and AutoCadd format, and reproducible specifications • 4 copies of the plans in 11x17 size format and a pdf copy in 11"x17"printable page size. The plans shall be to a standard scale when printed on the 11"x 17"sheets. 3.6- Bidding Services The Consultant will respond to bidder questions, prepare addenda as required, evaluate bids, prepare bid tabs and recommend award. Task 4 — Project Administration This task includes attendance and participation in project meetings,ongoing communication with the project team,monthly invoicing and progress report preparation and internal project management and oversight. Progress reports and invoices will inform the City regarding project budget status,work accomplished for the billing period,money spent for the billing period,and work to be completed for the next billing period. Any issues requiring the City's attention would also be raised. Quality Control.The Consultant will follow our quality control(QC)process to ensure the plans have been independently reviewed prior to submittal. The process will include provisions for checking calculations, plans,specifications and design reports and ensure comments received from the City are incorporated in the plans as agreed upon. The main objective of this task is to ensure the project is completed on time and within budget based on the scope of work. • Track schedule adherence • Track budget expenditure • Prepare and submit progress reports and invoicing • Internal resource allocation for the project • Quality control and review Deliverable: • Up to two(2) project meetings; monthly invoices and progress reports • Resolution for 50%and 95%will be via email, phone conference or video conference depending on the degree of comments. This can be initiated by either party. Design Assumptions Included are additional design assumptions that supplement the other design assumptions listed in the scope of work above: • The City will have handle all environmental permitting. • The City will provide handle ROW documentation. • The City will design conduit crossings of the UP RR Bridge, the BNSF RR Bridge and the Sullivan Bridge over SR 290(Trent Ave.) • Design standard drawings used will be City of Spokane Valley. In absence of the City of Spokane Valley standards,WSDOT standards will be used. • The intent of the base mapping is to show where physical improvements are located in the field so that the contractor can construct and estimate ITS design elements. It is understood that the base mapping is information from the city's GIS and As-Builts and not surveyed information. Therefore the accuracy of the information is only as good as the base files. • ITS work shall be dimensioned off of stationing established by the City. • North arrow shown on plan sheets will be shown pointed up or to the right. • Larger corridor plan sheets will have a scale of 1: 100'. Zoom in of intersections will be at a 1:20 scale. On 11°x17"sheets these scales will be 1:200'and 1:40' respectively. • • It is assumed the installation of CCTV will be mounted on existing signal luminaire arm or its own pole. Analysis may need to be performed based on modification of existing structures and cost estimate will be submitted. • It is assumed civil improvements such as sidewalk repair, landscaping, curb and gutter can be addressed using existing standard details with the exception of ADA ramps. This scope of work does not include special details for these design elements. Special designs will be required for ADA ramp work. • Contract Schedule is based on a tight timeframe.The Consultant will notify client of any potential delays in writing.Time delays from the client on receipt of information/assistance will affect this schedule. • No potholing, geotechnical, or structural evaluations/investigations are included in this scope of work. If additional work is amended to this scope at a later date requiring utility locates, the city will call to furnish required field locate services at locations specified by the Consultant(general one-call locate service number. 1-800-424-5555) • City will coordinate with project stakeholders and confirm design review period and timeframe can be met for all reviewers. The design review may include but not limited to WSDOT,Spokane County, Utilities, Rail Roads and Transit agencies. • Added design submittals beyond those included within this scope will require an amended scope and fee. Exhibit B DBE Participation The DBE Goal for this Contract is 0%. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit B Page 1 of 1 RAv1sc d 100fl/91HQ Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency.The format and standards to be provided may include,but are not limited to, the following: I. Surveying, Roadway Design&Plans Preparation Section A. Survey Data N/A B. Roadway Design Files As-Builts (PDF) and AutoCAD files to be provided by the City. C. Computer Aided Drafting Files AutoCAD 2015 or newer submitted electronically as an eTransmit. All xRefs and supporting files will also be included. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Ravkad 10/W7014 D. Specify the Agency's Right to Review Product with the Consultant Agency will review PS&E design files subsequent to each design submittal at the 50% and 95% milestones. Comment resolution meetings will be conducted with the consultant(either in person or via teleconference). E. Specify the Electronic Deliverables to Be Provided to the Agency ITS equipment recommendation list,corridor roll plot, electronic CAD design files, conduit fill calculations,engineer's estimate of probable construction cost, and project specifications. F. Specify What Agency Furnished Services and Information Is to Be Provided Location of existing ITS conduit installed by the City under previous public works contracts; copies of previous correspondence with WSDOT concerning fiber optic routing options near the Sullivan/I-90 interchange; GIS and AutoCad base mapping from prior projects for the N Sullivan Corridor; conduit installation details at the UP RR Bridge, BNSF RR Bridge, and the Sullivan Bridge over SR 290; ROW and environmental permitting to be completed by the City; potholing and geotechnical evaluation is not included in the Scope of Work. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 P vL d lniznr20Ta II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data E-mail exchange or F1?file sharing where file sizes exceed e-mail limits WSDOT Form 140-089 EF Exhibit C Page 3 of 4 RE,vtsprI lntini7n1e A. Agency Software Suite AutoCAD and Microsoft Office B. Electronic Messaging System e-mail exchange C. File Transfers Format AutoCAD- .dwg Word - .docx Excel- .xlsx WSDOT Form 140-089 EF Exhibit C Page 4 of 4 RAvicat/10n0/91)14 Exhibit D Prime Consultant Cost Computations See Exhibit D Attachment Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Ravigari 11rnni/n14 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled “Exhibit D – Cost Estimate Worksheet” contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(E). 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. Exhibit E Sub-consultant Cost Computations There isn't any sub-consultant participation at this time.The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting"of this AGREEMENT. The Scope of Work details the role of the subconsultant(Morrison-Maierle,Inc.). Subconsultant fee is Do Not Exceed Time and Materials Fee of$5,000 as shown on Exhibit D. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 RAWARrf 7n12012014 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY,Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time(hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color,sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY,the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE,or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation,termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1)through (5)in every subcontract, including procurement of materials and leases of equipment,unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in,or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Raviead 10/20/2014 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit 0-1(b) Certification of City CA" - AUle \I 643N Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: WSDOT Form 140-089 EF Exhibit G Page 1 of 1 RRvieveri IMO/MA Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Transpo Group USA, INc. whose address is 12131 -113th Avewnue NE, Suite 203, Kirkland,WA 98034 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage,brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation,or consideration of any kind for, or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the 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. Transpo Group USA, Inc. Consultant(Firm Name) ---/2.1—f / l? Signature(Authorized Official of Consulta t) Date Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Rav kad 1n1.10/2 °1a Exhibit G-1(b) Certification of Oki OC \)akt--e\-\ I hereby certify that I am the: Q City Manager ❑ Other of the City of Spokane Valley , and Transpo Group USA, Inc or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay,to any firm,person,or organization, any fee,contribution, donation,or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the 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. 1Voil CsZtott4, :57 .,,,(zoi Signature Date Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit G Page 1 of t Ravinprl fn/2fl/901e Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three(3)year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State,or local)transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3)year period preceding this application/proposal had one or more public transactions(Federal, State and local)terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. • i;o pn Consultant(Firm Name) Signature(Authorized Official of Con- Itant) Date Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Ravleard 1n/40/9614 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies,by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract,grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00, and not more than$100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. Transpo Group USA, Inc Consultant(Firm Name) Signature(Authorized official of Constant) Date Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 RAVPM.ul ani1m2nla Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation(FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of North Sullivan ITS Project, CIP 0259 *are accurate, complete, and current as of May 24, 2017 **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Transpo Group USA,Inc. Principal Signature Title Date of Execution***: 5 /2-LI/1 - *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Ravicad 117/An/701e Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII,Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. • Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims,including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration(FHWA)for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase,premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit H Page 1 of 1 Ravicati 1nrt0/2n1a Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects,the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works orAgency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor,materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged • error(s).The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s)occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place.The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant,proceed to Step 5. Agreement Number: 17-074 WSDOT Form 140-089 EF ExhI¢lt I Page 1 of 2 Rav c. r!10/20/91)14 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary,LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit! Page 2 of 2 Ravi ad 1on0i201a • Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than$1,000. If the consultant's claims) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work,they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Raviearl lni2nr9n14 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim,the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim,or portions thereof,which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify(in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 17-074 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 R,vsnp4 1ni20/?014 .,----- e DATE(MM/DD/YYYY) Ac RD CERTIFICATE OF LIABILITY INSURANCE 5/17/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Stefanie Fuller Dealey, Renton&Associates PHONE626-844-3070 Fs X, Net: 199 S Los Robles Ave Ste 540 (Am.Ne--E't)' Pasadena, CA 91101 n DRESS:Insurance.Certificates@dealeyrenton.com License#0020739 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company 25658 INSURED TRANSGRO INSURER B:Sentinel Insurance Co. LTD 11000 Transpo Group USA, Inc. INSURER C:Travelers Indemnity Co.of Connecti 25682 12131 113th Ave NE, Suite 203 INSURER D:Travelers Property Casualty Co of A 25674 Kirkland,WA 98034 425 821-3665 INSURER E:Beazley Insurance Company, Inc. 37540 INSURER F: COVERAGES CERTIFICATE NUMBER:497918848 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) LIMITS D x COMMERCIAL GENERAL LIABILITY Y Y 6805H922021 1/1/2017 1/1/2018 EACH OCCURRENCE 51,000,000 D 6805H922543 1/1/2017 1/1/2018 DAMAGE TO RENTED — CLAIMS-MADE l X OCCUR PREMISES(Ea occurrence) $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 — X )(CU included PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 V POLICY X JEC n LOC _PRODUCTS-COMP/OP AGG $2,000,000 —OTHER: S C AUTOMOBILE LIABILITY Y Y BA4F625154 1/1/2017 1/1/2018 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 ANY AUTO BODILY INJURY(Per person) $ AUTOSINED SCHEDULEDUBODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE 5 AUTOS (Per accident) _ S A X UMBRELLA LIAB X OCCUR Y Y CUP4F625338 1/1/2017 1/1/2018 EACH OCCURRENCE $5,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION S 10.000 $ B WORKERS COMPENSATION y 57WEGZS7222 1/1/2017 1/1/2018 x PER OTH- D AND EMPLOYERS'LIABILITY Y/N 6805H922543 1/1/2017 1/1/2018 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 It yes,describe under DESCRIPTION OF OPERATIONS below El.DISEASE-POLICY LIMIT $1,000,000 E Professional Liability V1D535170101 1/1/2017 1/1/2018 $2,000,000 Per Claim Claims Made Form $4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) General Liability policy excludes claims arising out of the performance of professional services. Umbrella policy is a follow-form to underlying General/Hired&Non-Owned Auto/Employers Liability Policies. Re:Transpo Project#17193.00-Spokane Valley N Sullivan ITS. City of Spokane Valley,their officers,employees,and agents are named as additional insureds as respects general and hired/non-owned auto liability for claims arising from the operations of the named insured as required per contract or agreement. Insurance includes primary and non-contributory wording per the attached endorsement(s). Insurance coverage includes waiver of subrogation per the attached endorsement(s).SEE CANCELLATION SECTION of Certificate for 30 Day NOC /10 Day for Non-Payment of Premium. CERTIFICATE HOLDER CANCELLATION 30 Day NOC/10 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 E Sprague Ave.,Suite 106 ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley WA 99206 AUTHORIZED REPRESENTATIVE sti4m4a, I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 6805H922021 COMMERCIAL GENERAL LIABILITY 6805H922543 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 11 - WHO IS its of insurance described in Section III - Lim- AN INSURED: its Of Insurance. • Any person or organization that you agree in a h. This insurance does not apply to "bodily inju- "written contract requiring insurance"to include as Ty" or "property damage" caused by "your an additional insured on this Coverage Part, but: work" and included in the "products- a. Only with respect to liability for"bodily injury", completed operations hazard" unless the "property damage"or"personal injury"; and 'Written contract requiring insurance" specifi- cally requires you to provide such coverage b. If, and only to the extent that, the injury or for that additional insured, and then the insur- damage is caused by acts or omissions of ance provided to the additional insured ap- you or your subcontractor in the performance plies only to such "bodily injury" or "property of "your work" to which the "written contract damage"that occurs before the end of the pe- requiring insurance" applies, or in connection nod of time for which the "written contract re- with premises owned by or rented to you. quiring insurance" requires you to provide The person or organization does not qualify as an such coverage or the end of the policy period, whichever is earlier. additional insured: 2. The following is added to Paragraph 4.a. of SEC- c. With respect to the independent acts or omis- TION Iv - COMMERCIAL GENERAL LIABILITY sions of such person or organization; or CONDITIONS: d. For"bodily injury", "property damage"or"per- The insurance provided to the additional insured sonal injury"for which such person or organa- is excess over any valid and collectible other in- zation has assumed liability in a contract or surance, whether primary, excess, contingent or agreement. on any other basis, that is available to the addi- The insurance provided to such additional insured tional insured for a loss we cover. However, if you is limited as follows: specifically agree in the"written contract requiring e. This insurance does not apply on any basis to . insurance"that this insurance provided to the ad- any person or organization for which cover- ditional insured under this Coverage Part must age as an additional insured specifically is apply on a primary basis or a primary and non- added by another endorsement to this Cover- contributory basis, this insurance is primary to age Part. other insurance available to the additional insured f. This insurance does not apply to the render- which covers that person or organizations as a ing of or failure to render any "professional named insured for such loss, and we will not services". share with the other insurance, provided that: g. In the event that the Limits of Insurance of the (1) The "bodily injury" or "property damage" for Coverage-Part shown in the Declarations ex- which coverage is sought occurs;and ceed the limits of liability required by the"writ- (2) The "personal injury" for which coverage is ten contract requiring insurance", the insur- sought arises out of an offense committed; ance provided to the additional insured shall after you have signed that"written contract requir- be limited to the limits of liability required by ing insurance". But this insurance provided to the that 'written contract requiring insurance". additional insured still is excess over valid and This endorsement does not increase the lam- collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is I CG D3 81 09 15 0 2015 The Travelers Indemnity Company.?JI tights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission I COMMERCIAL GENERAL LIABILITY available to the additional insured when that per- fore, and in effect when, the "bodily injury" or son or organization is an additional insured under "property damage"occurs, or the "personal injury" any other insurance. offense is committed. 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the DEFINI- Of Rights Of Recovery Against Others To Us, TIONS Section: of SECTION IV - COMMERCIAL GENERAL LI- 'Written contract requiring insurance" means that ABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to indude a person or organization as an against any person or organization because of additional Insured on this Coverage Part, provid- payments we make for "bodily injury", "property ed that the "bodily injury" and "property damage" damage" or"personal injury" arising out of "your occurs and the "personal injury" is caused by an work" performed by you, or on your behalf, done offense committed: under a "written contract requiring Insurance"with a. After you have signed that written contract; that person or organization. We waive this right b. While that part of the written contract is in ef- only where you have agreed to do so as part of fect; and the "written contract requiring insurance" with such person or organization signed by you be- c. Before the end of the policy period. • • Page 2 of 2 ©2015 The Travelers Indemnity Company.M rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission R V THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WEG ZS7222 Endorsement Number: Effective Date: 01/01/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Transpo Group USA, Inc. 12131 113TH AVE NE, STE 203 KIRKLAND, WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section Ii of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 • 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 • 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION INSURANCE 2 Others 05 Voluntary Compensation Insurance 04 Foreign Voluntary Compensation 4 A. How This Insurance Applies 2 A. How This Reimbursement Applies 4 B. We Will Pay 2 B. We Will Reimburse 4 C. Exclusions • 3 C. Exclusions 4 ( D. Before We Pay 3 D. Before We Pay 5 ( E. Recovery From Others . 3 E. Recovery From Others 5 F. Employers' Liability Insurance 3 F. Reimbursement For Actual Loss 5 EMPLOYERS'LIABILITY STOP GAP 3 Sustained ENDORSEMENT 3 G. Repatriation 5 06 Employers' Liability Stop Gap H. Endemic Disease 5 Coverage 3 05 Longshore and Harbor Workers' 5 A. Stop Gap Coverage Limited to Compensation Act Coverage Montana, North Dakota, Ohio, 3 Endorsement Washington, West Virginia and SECTION III 6 Wyoming 01 Schedule of Covered States 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 — - • Process Date:-101-23.1-3.6-____--- ... . .... ... . . .............. .. .. . ..Policy.Expiration-Date: _01/01/.18. ©2000, The Hartford SECTION I PARTS ONE and TWO PART THREE 1. WE WILL ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One (WORKERS' Paragraph 4. of A. How This Insurance Applies COMPENSATION INSURANCE); and of Part 3 (Other States Insurance) is replaced by the following: E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the 4. If you have work on the effective date of this following: policy in any state not listed in Item 3.A. of the Information Page, coverage will not be We Will Also Pay afforded for that state unless we are notified We will also pay these costs, in addition to within sixty days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: 2. premiums for bonds to release attachments and for appeal bonds in bond Your rights or duties under this policy may not amounts up to the limit of our liability be transferred without our written consent. under this insurance; If you die and we receive notice within sixty 3. litigation costs taxed against you; days after your death, we will cover your legal representative as insured. 4. interest on a judgment as required by law until we offer the amount due under this 4. Liberalization law; and If we adopt a change in this form that would 5. expenses we incur. broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 3. The bodily injury must occur in the United . LIABILITY COVERAGE States of America, its territories or 5. Voluntary Compensation Insurance possessions, or Canada, and may occur elsewhere if the employee is a United A. How This Insurance Applies States or Canadian citizen, or otherwise This insurance applies to bodily injury by legal resident, and legally employed, in the accident or bodily injury by disease. Bodily United States or Canada and temporarily injury includes resulting death. away from those places. 1. The bodily injury must be sustained by any 4. Bodily injury by accident must occur officer or employee not subject to the during the policy period. workers' compensation law of any state 5. Bodily injury by disease must be caused shown in Item 3.A. of the Information or aggravated by the conditions of the Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. _..__.Form.WC_99.03_03_B Printed_in..U.S.A..(Ed._8/OA) ._ Page 2 of 6 • officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid aggravating such bodily injury by disease them. must occur during the policy period. F. Employers'Liability Insurance B. We Will Pay Part Two (Employers' Liability Insurance) We will pay an amount equal to the benefits applies to bodily injury covered by this that would be required of you as if you and endorsement as though the State of your employees were subject to the workers' Employment was shown in Item 3.A. of the • compensation law of any state shown in Item Information Page. 3.A. of the Information Page. We will pay This provision 5. does not apply in New Jersey or those amounts to the persons who would be Wisconsin. entitled to them under the law. EMPLOYERS'LIABILITY STOP GAP COVERAGE C. Exclusion 6. Employers'Liability Stop Gap Coverage This insurance does not cover: A. This coverage only applies in Montana, North 1. any obligation imposed by workers' Dakota, Ohio, Washington, West Virginia and compensation or occupational disease law Wyoming. or any similar law. B. Part One (Workers' Compensation Insurance) 2. bodily injury intentionally caused or does not apply to work in states shown in aggravated by you. Paragraph A above. 3. officers or employees who have elected C. Part Two (Employers' Liability Insurance) not to be subject to the state workers' applies in the states, shown in Paragraph A., compensation law. as though they were shown in Item 3.A. of the 4. partners or sole proprietors not covered Information Page. under the Standard Sole Proprietors, D. Part Two, Section C. Exclusions is changed Partners, Officers and Others Coverage by adding these exclusions. Endorsement. This insurance does not cover; D. Before We Pay 5. bodily injury intentionally caused or Before we pay benefits to the persons entitled aggravated by you or in Ohio bodily injury to them, they must: resulting from an act which is determined 1. Release you and us, in writing, of all by an Ohio court of law to have been responsibility for the injury or death. committed by you with the belief than an 2. Transfer to us their right to recover from injury is substantially certain to occur. others who may be responsible for the However, the •cost of defending such injury or death. claims or suits in Ohio is covered. 3. Cooperate with us and do everything 13. bodily injury sustained by any member of necessary to enable us to enforce the right the flying crew of any aircraft. to recover from others. 14. any claim for bodily injury with respect to If the persons entitled to the benefits of this which you are deprived of any defense or insurance fail to do those things, our duty to defenses or are otherwise subject to pay ends at once. If they claim damages from penalty because of default in premium you or from us for the injury or death, our duty under the provisions of the workers' to pay ends at once. compensation law or laws of a state E. Recovery From Others shown in Paragraph A. E. This insurance applies to damages for which If we make a recovery from others, we will you are liable under West Virginia Code Annot. keep an amount equal to our expenses of S 23-4_2 recovery and the benefits we paid. We will pay the balance to the persons entitled to it. - -- •-- --Form WC.99 03.03.B_.Printed in U.S.A....(Ed..8/00). . _.__ _ __.. _. ._. . ..._ _ . . . ___Page 3 of EXTENDED OPTIONS • 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B. of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's • by Disease _ $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. • B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that • apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to$1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all • Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in policy, Item 3.A. of the Information Page. p cy, we shall not deny coverage under this policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the •United States, from anyone liable for an injury covered by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America In effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement compensation or occupational disease B. This provision 3. does not a PPyI in the states law, or similar law. • • of Pennsylvania and Utah. 3. bodily injury intentionally caused or • • aggravated by you. —._ _. __. Form.WC 99 03 03.B__Printed.in,.U.S.A..(Ed..8/00) . _ _Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct direct or indirect, of war, invasion, act of result of bodily injury. Foreign enemy, hostilities (whether war be Our reimbursement shall be limited as follows: declared or not), civil war, rebellion, 1. to the amount by which such expenses revolution, insurrection or military or usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving this 2. In the event of death, to the amount by limitation unless specific reference is which such expenses exceed the normal Made thereto. cost of returning the officer or employee if D. Before We Pay alive and in good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them, you must have them: the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects 1. release you and us, in writing, of all any one such officer or employee whether responsibility for the injury or death, dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their Injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything necessary to enable us to enforce the right The coverage applies as if endemic diseases to recover from others. were included in the provisions of the workers' compensation law. if the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends 5. Longshore and Harbor Workers' Compensation at once. If they claim damages from us for the Act Coverage injury or death, our duty to reimburse ends at General Section C. Workers' Compensation once. Law is replaced by the following: E. Recovery From Others • C. Workers'Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. We occupational disease law of each state or will pay the balance to the persons entitled to territory named in Item 3.A. of the Information it. If persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- the amounts that we have reimbursed you. 950). It includes any amendments to those F. Reimbursement for Actual Loss Sustained laws that are in effect during the policy period. It does not include any other federal workers This endorsement provides only for ' or workers' compensation law, other federal reimbursement for the loss you actually occupational disease law or the provisions of sustain. In order for you to recover loss or any law that provide nonoccupational disability expenses under this reimbursement you must: benefits. 1. actually sustain and pay the loss or Part Two (Employers' Liability Insurance), C. expense in money after trial, or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshore and Harbor loss or expense. Workers' Compensation Act. G. Repatriation This coverage does not apply to work subject Our reimbursement includes the additional to the Defense Base Act, the Outer expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. • -•-•-- -- FormWC99 03.03.B..Printed.in U.S.A. (Ed._8/00.). . __ - _ _... . .Page • SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered States: CA ID • Countersigned by Authorized Representative - . -Form-WC-99.03 03_B_Printed.in U.S.A....(Ed._.8[00)__... _.__ _ .._ _. . _____.___. _ _.____.. ?age 6 of 6 _._ ._._._.. POLICY NUMBER: BA4F625154 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Transpo Group USA, Inc. Endorsement Effective Date:1/1/2017 SCHEDULE Name Of Person(s)Or Organization(s): City of Spokane Valley, their officers, employees, and agents Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 1013 ©Insurance Services Office, Inc., 2011 Page 1 of 1