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18-086.00 ALLWEST Testing: Sprague Preservation Sullivan to Corbin Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 18-086 Firm/Organization Legal Name (do not use dba's): ALLWEST Testing&Enginering, Inc. Address , Federal Aid Number 3005 N Industrial Ln, 5th St, Spok Valley WA 99216 STPUL -3840 (011) UBI Number Federal TIN or SSN Number 602-216-413 • REDACTED Execution Dae Completion Date 4'(i ( � • 12/31/2021 1099 Form Required Federal Participation ❑ Yes Q No 0 Yes ❑ No Project Title Sprague Avenue Preservation Project- Sullivan to Corbin Description of Work . Construction material testing services including soils, aggregate and asphalt density testing, delivered concrete property testing, cylinder casting, and associated laboratory testing procedures for the preservation/reconstruction of Sprague Avenue- Sullivan to Corbin. This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. 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. ❑ Yes ❑i No DBE Participation Maximum Amount Payable: $25,125.04 ❑ Yes El No MBE Participation • ❑ Yes 0 No WBE Participation ❑ Yes Q No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation • • . Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H 'Not Used • . ' Exhibit I Alleged Consultant Design Error Procedures ' Exhibit J Consultant Claim Procedures Agreement Number: 18-086 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 14 Revised 4/10/2015 THIS AGREEMENT,made and entered into as shown in the"Execution Date'box on page.one(I)of this AGREEMENT, between the hereinafter called the"AGENCY,"and the"Finn/Organization Name'referenced on page one(I)of this AGREEMENT,hereinafter called the"CONSULTANT." WHEREAS,the AGENCY desires to accomplish The work referenced in"Description of Work"on-page one(1) of this AGREEMENT and hereafter called the"SERVICES;'and does not have-sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES;and WHEREAS,the CONSULTANT representU that they comply with the Washington State Statutes relating to professional registration,if applicable,and hassignified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE,.in consideration of the terms,conditions,covenants,and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the alcove-described SERVICES as herein defined,and necessary to accomplish the completed work for this project. The,CON$ULTANT shall furnish all services, labor, and related equipment and, if applicable,sub-consttltahts 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 requiredfor these SERVICES is describedin Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The General Scopeof Work was developed utilizing,performance based contracting methodologies. 111. 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. NtceStary cpntacts and meetings with agencies,groups,aid/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend Coordination,progress, and presentation meetings with the AGENCY andIoi Such.State, Federal,Community,City,or County officials, grottPs or individuals as May be requested by the"AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings regdiring CONSULTANT participation.The minimum required hours or days' notice shall be agreed to betweenthe AGENCY ltd the CONSULTANT and Shown in Exhibit"A,'' The CONSULTANT shall prepare a mgnthl'y progress report, in a formepproved by theAGENCY,which will outline in written andgraphical 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 sttb,conSultatit,l,andth0 AGENCY Shallrpmpiywith all Federal,State,and local laws, rules,.codes,t'egttlations,and all AGENCY policies att(,l dicectivesy,*ppli ibte:to the Work.tq beMperfo"rmed brides this AGREEMENT. This AG1 EEMENTsball be innerpreted and construed in^accordance withthe laws rfthe State of Washington. Agreement Number:. 18-08 LocalAgencyA&E Professional Services Negotiated Hourly) ateConsultantAgreement Page-2 of 14 Revised 4110/20IS 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: Erica Amsden,P.E. Name: Andy Eliason,P.E. Agency: City of Spokane Valley Agency: ALLWEST Testing& Engineering, Inc. Address: 10210 East Sprague Avenue Address: 3005 N Industrial Ln, 5th St City: Spokane Valley State: WA Zip: 99206 City: Spokane Valley State: WA Zip: 99216 Email: eamsden@spokanevalley.org Email: spokaneadmin@allwesttesting.com Phone: 509-720-5012 Phone: 509-534-4411 Facsimile: 509-720-5075 Facsimile: 509-534-9326 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 conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must 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: 18-086 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 Revised 4/10/2015 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Sorb payment shall be full cbwpensation for SEI.VIC4S performed or SERVICES rendered•antii for all labor,materials,supplies,equipz ent,and'incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfrgov). A, Hourly Rates:Tiourlr.r'aters are comprised of the following elements.-Direct(Raw)Labor, Indirect Cost Rate. and Fixed Fee(Profit), The CONSULTANT shall be paid by the AGENCY for work done,based uppn,the negotiated hourly rates shown in Exhibits"D'i and"E"attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT'S direct labor rates and indirect cost rate computations and agreed upon fixed fee_ The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Stich final written acknowledgement shall be incorporated into,and become a part of,this AGREEMENT. The initially accepted negotiated rates shall be applicable fyom,the apprO.Val date,as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year end(FYE)date. The direct(raw) labor rates and classifications,.as shown on Exhibits"D'and"E"shall be subject to renegotiations for each subsequent twelve(12)month period(180 days following FYE date to 1$Q days following FYE date)upon written request of the'CONSULTANT or the AGENCY. The written request must be made to the other party within ninety(90)days following.the CONSIJLTANT's FYE date. If no such written request is made, the current direct(raw)labor rates and classifications as shown on Exhibits"D"and"E", will remain in effect for the twelve(12)month period. Conversely,if a timely request is madein the manner set forth above,the parties will commence negotiations to determine the new direct.(raw) labor rates and,classifications that will be applicable for the twelve(la) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between.the parties. Such final written acknowledgement shall be incorporated into,and become apart of,this AGREEMENT. If requested,the CONSULTANTshallprovrde current payroll register and classifications to aid in.negotiations. If the parties cannot reach an agreement on the direct(taw) labor rates and classifications,the AGENCY shall perform an audit of the CONSULTANT'S books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct(raw)labor rates and classifications that will be applicable for the twelve(12)Month period. The fixed fee as identified in Exhibits"D"and";E"shall represent a Vitlge to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approvedupdated indirect cost rate shall be incldded in the cterrentfiscal year rates under thisAGREEMENT, even if/whet' other cemponettts of the hourly rate are not renegotiated. These rales will be applicable for the twelve(12)month Period. At the AGENCY's optioft,.a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate.sliall remain in effect until the updated indirect cost rate.is completed and approved. Indirect cost rate Costs incgrred dtlringthe.provisional or conditional period.will not be adjusted. The.CONSULTANTmay request an eXten$ion of"the Cast ipproved indirect cost rate fbr the twelve(I2)Month period. These requests for provisional indirect Cost rate and/or extension wilt be considered on a case-by-casebasis,ltnd itgranted,will be membrialiZedrin final written acknowledgement. TheCO 4SULTANT shallmnaintain and have accessible support data for verification of the coMponents of the. hourly rates,i.e.,direct(raw) lain,indirect cost rate,and fixed fee(profit)percentage. The CONSULTANT shall bill each employee's actual classification,and aetttaF alary plus indirectcost tato plus•fixed fee. Agreement Number. L8-086 Local AgencyAi&L Professional Services Negotl4ted HodrfRata Consultant Agreement Page 4 bf 14 Revised 4/10/1015 13. 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:navel,printing,long distance telephone, supplies,.computer charges afid fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available,.unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules.and-regulations regarding travel costs(excluding air,,train,.acid rental car costs) in set*ordance with the WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures,and all revisions thereto. Air,train and rental card costs shall be reimbursed in accordance•with 48 Code OfFederal Regulations(CFR) Part 31.205-46"Travel Costs."The billing for Direct Non-salary Costs shall include an Realized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the Originafsupporting documents shall be supplied td the STATE upon request. All above charges must be necessary for the SERVICES provided under this.AGREEMENT. C. Maximum Amount Payable:The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading ofthis AGREEMENT on page one(1.) The'Maximum Amount Payable doesnnbt include payment for extra work as:stipulated in section,XIII, "Extra Work."No minimum°amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments:Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit"D," including names and classifications of all employees,and billings for all direct non- salary expenses. To provide a means ofverifyittg the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates,and present duties of those employees performing work on the SERVICES at the time.of the interview. E. Final Payment:Fival 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 SERVICES under this AGREEMENT,contingent upon receipt Of all PS&E, plans, maps,notes, reports, electroniedata,and other related documents which are required,to be furnished under.this AGREEMENT: Acceptance of suckFinal Payment by the CONSULTANT shall constitute a release of all claims for payment,which the,CONSULTANT may have against the AGENCY unless such clain s 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 AGJNCY may have against the CONSULTANT or to any remedies the AGENCY may pursue.with respect tosuch 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 matte 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 tothe AGENCY within thirty(30)calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT forany claims relating,to'the validity of a findin 'by the AGENCY of overpaymertt. Per WSDOT's"Audit Guide for Consultants,"Chaapter 23 "Resolution Procedures,"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. F. Inspection of Cost Records:TheCONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY.andV the United States, fbr a period of a}x(6)years after receipt Df final payment,the coat record3.and accounts pectaisiing to this-AGREEMENT and all items•related td Or bearing upon these records with the following exception: if any litigation, clainor audit arising out of;in.,onnectiorrwith, or related to this AGREEMENT is initjated before.the expiration of the six(6)year period,t eeost�rec©rds and accounts shall be retained until such litigation,claim,or audit involving the records is completed. An interim or,post audit maybe performed on.th s AGREEMENT. The audit, if any,will,baperfi rmed by the State Auditor,WSDO?'a Internal Audit Office and for at-the.request of the AGENCY'S Pi9jec*'Manager. Agreement Nember: 18=086 LocatAgencyAd,E ProfessionalServices Negotiator'Hourly Rafe Consultant Agreement Page 5 of 14 Re.tr,ised 4/1012015 VI. Sub-Contracting The AGENCY permits subcontracts for those,items of SERVICES as shown in Exhibit"A"attached hereto and by this reference Made partof this AGREEMENT. The CONSULTANT shall not subcontract for theperformance•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 matte 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 tabor,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 betweenthe 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 day the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections'or the STATE's Prompt Payment laws as set forth inRCW 39.04.250 and R.CW 39.76:011. The CONSULTANT,sub-recipient,orsub-consttltant shall not discriminate on the basis of race,color,national origin,or sex in the performance of this A.CiREEMENT. The CONSULDANTslial1'carry out applicable requirements of 49 CFN,Pert26 in the awardand admittistratiou 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 ofthis 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,,tosolicit 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,dr 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,er contingent fee. Any and all employees of the.00NSULTANT 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 underany Workmen's Compensation Act on behalf of id•employees brother persons while so engaged,.nncl any and all claims made by a thirdp.artyas a consequenCO of°any act oromission on the part of too CONSULTAbits emptoyeessorother persons while sO engaged on any of the work or services provided to be rendered herein,shail'be the sole obligation andiespensibility of theCONSULTAIT r, The°CCSNSULTANT shall not engage,on a full-or,part-lime basis,or other basis,.during the period Of this AGREEMENT,any professional or technical personnel who are,.or have been,at any tithe dnringthe,period of this AGREEMENT,in the.mph y of the United States.Department of Transpotatign or theAGENCY;except regularly retired employees,without Written content of the public employer of such person xf he/she°will';;working on.this AGREEMENT for the CONSULTANT. Agreement Nlrmber:`1a$086 LocalAgency,4&E Professional Services Negotiated Hourly hate Consultant Agreement Page 6 of 14 Revised 4/10/2015 VI11. Nondiscrimination During the performar ce 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 Rightrs Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V §2000d (Public Law l 0Q-2'59) 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 thisAGREEMENT,.and shall include the.attached Exhibit"F" in every sub-contract, including procurement otmaterials 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 (t0)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 at the tithe 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 co npleted after ten(10)days following receipt by the CONSULTANT of the notice to terminate. If the accutnulated payment made to the CONSULTANT prior to Notice of Termination.exceeds the total amount that would be due when competed as set forth in paragraph two(2)Qf this section, then no final payment shall be due and the CONSULTANT shall immediately reimbutSe the AGENCY for any excess paid. If the services of the CONSULTANT are term inated 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 paint to the CONSULTANT shall be detertniped by the AGENCY with consideration given to the Aetna' costs incurred by the CONSULTANT tri performing SERVICES to the date of termination,tiieamottnt4f SB VICEStriginally required,which was satisfactorilyvcorripleted to date ofterminatibn, Whether/hat SERVICE i bra form or aatype,which•is usable to the AGENCY at the time of termination,the,cast to the AGENCY Qfemploying:agother Opytto corhpleee the SERVICES requjfed'arttl the time which may be required to do s,o,Arid other`faetors Whierr affect the value to the AGENCYOf the SERVICES performed at the time of tet mh4tien. Under no cimUtnStance5 shall payment made under;his subIectidniexceed,.the amount, which would have been made using the-formula set forth in.paragraph two(2),of this se tion. If it is determined for any reason that the CONSULTANT was not in default or that the CON-SUL'I'ANT's failure to ,perform is without the_CONSULTANT's dr its,employees fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. Insuch en event,the CONSULTANT would be reimbursed foractual costs in accordance with the termination for olherthan default clauses listed preciously_ Agreement Number: 18-086 theta AgwreyAf,EProfessfonatServicesNegollated Hourly Rate Consultant Agreement Page 7 of 14 Revised 411012015 The CONSULTANT shat),,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 vvunership 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(If 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 hi the second and third paragraphs of this section. Payment for any part of the SERVICES by theAGE?tCYshall 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 eights under the AGREEMENT will notconstitute 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 andrevisions 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 satisfactor(ly 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." Xl. Disputes Any disputed issue not resolved pursuant t t.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;providedliewever, that if en action is brought challenging the Director of Public Works orAGENCYEngineer's decision,thatdecisionshall be Subject to judicial review. If the parties to this AGREEMENT mutually agree,disputes concerning alle$ed design errors will bp conducted under the procedures found in Exhibit"7". 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 Courrofthe 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 SuperiorCourt hi accordance with tliel laws attic 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 AGENCYis.located. XII. Legal Relations The.CONSULTANT,any su'h,consultants,and the AGENCY shall comply,with all Federal,State,and local"laws, rules,codes, regulatl'Qnsand all AGENCY polipiesand d. ctives,applicable to the work tobe performed under this AGREEMENT. This A•GI EEMEN'T shall.¢e interpreted and construed in accordance with the laws of ill*State of Washington. The CONSULTANTsball defend, indemnify„and hold the.State of Washington (STATE)and the AGENCY and their officers and employees harmless from.all claim.,demands,or,suite at law or equity arising in Whole or in part from the negligence of, or;he breach of any Obligation under th it AGREEMENT by,the CQ ISLJ LTA,NT or the CONSULTANT's agents,emplOyees,sub cpfistiltatite,Sttbcontritetors or vendors,dfan ttier,o any•otherpersons for whom the CONSULTANT May belegalty liable;ptoyided thatnothing hereiin'Shall.t'equiv CONSULTANT • Agreement Number: 18-056 Local Agegcy AIE Ptofessfonal SerWces Negotiated Hourly gate ConsulfantAgreement Page$of 14 Revised 4/10/2015 to defend or indemnify the STATE and the AGENCY and their deceit and employees against and bold harmless the STATEand theAGENCY and their officers and employees froth clamps,demands or suits based solely upon the negligence of,or breach of any obligation under this AGREEMENTby the STATE add the AGENCY,their agents,,offrcers,employees,sub-consultants,sut?centractore or vendors,of arty tier,or any other persons for whom the STATE and/or the AGENCY may be legally liablt;.and provided further that if the claims or suits are caused by or result from the concurrent negligence of,(a)the CONSULTANT or the CONSULTANT'$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 add/Or AGENCY,their agents,officers,employees,sub-consultants,subcontractors and or vendors,of any tier, or any other persons for whom the STATE and/orAGE1N"CY tnay 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 CONSULTANTshall also defend, indemnify,and hold the STATE and the AGENCY and their officers and employees harmless from 211 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 infdrmation,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,desips,information or other items fnrnished 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,anyalleged patent or copyright infringement or other allegedly improper appropriation or use of tradesecrets,patents,proprietary information, know-h6W,copyright rights or inventions resulting from STATE and/orAGENCY'ss their agents',officers'and employees'fai lure to comply with specific written instructions regarding use provided to STATE and/or AGENCY,their agents,officers and employees by theCONSULTANT, 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 beat 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 foundafter due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Aet,Chapter 42.52 RCW;or any similar statute invoiving the CONSULTANT in the procurement of,,or performance tinder,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 theAGENCY and,solely for the purpose of this indemnification and defense,the CONSULTANT'specifically waives any immunity under the state industrial insurance law,Title 51 RCW. This waiver has been mutually negotiated by the Parties. Unless otherwisespecified in thisAGREEMENT,the AGENCY shall be responsible for adrtiinistratiop of construction contracts,if any,-ton the•project. Subject to the processing of new,sole source,or an acceptable supplemental AGREEMENT,the CONSULTANT Shall provide Qn-Call assistance tort to AGING:daring contract administration. By providing such assistance,tbe-GOl4SI'JLTA? T aballassume no.responsibility for:proper construction techniques,job sit'e_s'afety,or any constructii n contractor's failure to perforMiO work=in accordance with the contract documents. The CONSULTANT shall obtain and'keep in forceduringthe terms Of this AZIREEMENTior as otherwise Are4uired,the folloWi;ng insurance with companies or.througiv-sources approved by the State insurance Commissioner pursuant to It1e 48 RCW. Agreement Number: 18-04,6 Local Agency,A&E!Professional Servlcett Negotiated Hourly RateZonsultant Agreement Pa 91af f4 Revised 4/1L12015 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: Erica Amsden, P.E. Agency: City of Spokane Valley Address: 10210 East Sprague Avenue City: Spokane Valley State: WA Zip: 99206 Email: eamsden@spokanevalley.org Phone: 509-720-5012 Facsimile: 509-720-5075 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 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. 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. Agreement Number: 18-086 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Revised 4/10/2015 XIII. Extra Work A. The AGENCY nay at any, time,by written order, make cbanges within the general scope ofthis AGREEMENT in the SERVICES to be performed. B. If any suph change causes-an increase or decrease in the estimated cost of,or tt}e time required for,performance of any part of the SERVICES under this AGREEMENT,whether or not changed by the order,or.otherwise e` affects any other terms and conditions of this AGREEMENT,the AGENCY shall makeanadjustment hi the:(1)maximum amount payable;(2)delivery or completionsehedule,or both;and(31 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 theAGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs(A.)and(13.)above, the maximum amount payable for this AGREEMENT,shall not be increased or considered to be increased except by specific written supplement to thisAGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place.theirendorsement on all plans,estimates,or any ether engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review br examination of the SERVICES in progress. XVI. Certification of the Consultant and the.Agency Attached hereto as Exhibit"0-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit "0-2"Certification RegardingDebarment,Suspension and Other Responsibility Matters- Primary Covered Transactions, Exhibit"G-Y'Certification Regarding the Restrictions of the Use of federal Funds for Lobbying and Exhibit`tG-4"Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGR.EEMENT's over one hundred thousand dollars($100,000.00)and Exhibit"G-4"is required only in AGREEMENT'S over five hundred thousand dollars(S500,000,00.)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. XVII. Complete Agreement This document and referenced attachments contain all)Covenants, stipulation%,and provisions agreed upon by the parties. No agent,or representative of either party It s 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 chenges,amendments,or modifications of the terms hereofshalt be valid'unTess reduced to writing and sighed by the parties as a supplement to thisAGREEMENT. Agreement Number: 't 8-086 Local Agwnes,A4;E Protesa'ional Services Regotlated HgirrlyRata Consultant Agreement Page'11 of 14 Revised 4/10/201.5 XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to bean original havingidentical legal effect. The CONSULTANT does hereby ratify an'dadQpt all statements, representations,warranties,covenants,and AGREEMENT's contained in the proposal,and the supporting material submitted by the CONSULTANTc 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 undeeeithet chapter 4 .56 RCW or other local,state pr 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 and AGENCY 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.expresshwritten consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants orsubcontractors who have signed a nondisclosure AGREEMENT the terms of which have been previously approved by the AGENCY, The CONSULTANT agrees to implemmen'tphysical,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 theAGENCY;,or(iii)take,whatever other steps the AGENCY requires-of theCONSULTANT to protect the State's Confidential Information. As required under Executive Order 40=03,the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance,of,tlus-AGREEMENT; the purpose(s)for wifrch 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 Cbnfidential'lnfbrmation. The dONNUUTANT's records shall be subject to inspection,review,or audit upon reasonable notice from the AGENCY. TheAGENCY reserves the fight to monnitbr,audit,i*.ir vestigat+etheuse ofihe State's.Confidential Information collected,.used,or acquired'by the CONSULTANT through this AGREEMENT The nlcrtiitoring,'auditing,er investigating may include,but is not limited to,.salting databases. Violation,df this section by the CONSULTANTor its sub-consultants or•subcolttractorsinay result in termination of this AGREEMENT anddemand 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 ofsuc'h information during the term of this AGREEMENT and afterwards. Alt materialseenttaining such proprietary and/or confidential inforMation thane clearly identified and n rtyed as`"Confidential"and shall be returned to thediscloaing party at the conclusion ofthe SERVICES under thisAQRREMENT•. Agreement Ninnber.' 18,086 Lbcaf AgancyAitE Profess/gnal Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 ReVlsed 4/10/2015 The.CONSULTANT shall provide the AGENCY with a list of ail information and materials,it considers confidential and/or proprietary In nature: (a)at•tbe commencement of the term ofthis 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 tulie 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 agentor representative forthe 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 acknowledgethat 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 ekempt,,unlesssucb disclosure is required under applicable state or federal law. If a public disclosure request is made tooview 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 wilt 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 obtainsa court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. Utile CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial'relief enjoining theAGENCY by the release date,the CONSULTANT shall waive and release and shall hold hatmiess 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 SERVICESprovided hereunder and for a period of not less than six(6)years from the date of final payment tathe 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 heretander 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$vriting or record of every type and description, including electronically stored information("ESP'),,that is in the possession,tontrol,or custody of the CONSULTANT, including,without limitation,any and all correspondences,contracts,AGREEMENTS,appraisals, plans,designs;data,sprveys,.maps,spreadsheets,memoranda,stenographic orhandw,ritten.nOtes,reports,records, telegrams,schedules,diaries,notebooks,logbooks,invoices, aecounting,tecords, work sheets,charts;notes,drafts, scribbfings,recordings,visual displays,photographs,.niinutes oImeetings,talndatrons,vonfpntattOrts,AummArjes, inventories;and writings regarding conferences,conversations or telephone conversations,union),and all other taped, recorded,written, printed or typed rnattersofittY find oedescriptionx.every copy ofthe.foregoing whether or not the original is in the possession,custody,-or conttol of the CONSULTANT,and every copyf anyaof the foregoing,whether or net sr ch copy is a copy i dertfical to an original,of whether or not such copy Contains any commentary,or notation Whatsoever that does not appear,on=the original. Agreement Nuuther. 12)86 Local yAgencyft&E Profegslanal SarvicesiVegotlated Hourly Rate Consultan*Agreement Page 131of 14 Revlsed4/1 Q12019 For purposes ofthis AGREEMENT,"BSI"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. EST May include information and/ordocGmentation stored in various software programs such asr Email,Outlook, WOrd,Excel,Access, Publisher,PowerPoint,Adobe Acrobat, SQL databases,or any other software or electronic.commrunication programs ordata'bases: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,tell 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 forma of the application in whicfi such ESI is normally created,viewed,and/or'tnoclifie'd. 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)ofthis AGREEMENT. 74.4r2z2 p// Signature Date 00141,4A___ 0/418 Signature Date Any modification, change, or reformation of this AGRFE&fENTshall require approval as to form by the.Office of the Attorney General. Agreement Number: 18=086 Local AgencyA&EProfessionatServtces.yegotiatecfHourllr.Rate Consultant Agreement Page 14 of 14 Revised 4/1.012015 Exhibit A Scope of Work Project No. 0248 See Attached Scope and WSDOT Letter Agreement Number: 18=086 WSOOT.FoRn T4O-d$9 EF-Exhlblt A Pa o4 of I RevlsQ{l 110130/2014" rrcM DESCRIPTION UNITS , QUANTITY, PRICE/UNIT TOTAL Technician— Soils Hbuy 70 $58:00 $4,060.00 inclades field density end moisturetests Technician—Concrete Hour 60 $58.00 $3,480.00 includes mix temp,slump,unit weight,yield,entrained air tests and casting cylinders Technician—Asphalt four 68 58.00 $3,944.00 includes asphalt compaction density tests Nuclear Density Gage Day 35 $25.00 $875.00 Concrete Cylinders—Lab Cored! Each 150 $25.Q0 $$,750.00 Coring Machine Day 3 $100.00 $300,00 lab—Gradations Test 4 $110.00 $440.00 Lab—Proctor Test Test 2 $160,0D $320.00 lab—Fracture Face Test 4 $70.00 $280.00 Lab—Sand Equivalent Test 4 $80.00 $320.00 Lab—Asphalt Core Density Test 5 $45.00 $225.00 Lab—HMA Superpave.'Properties Test 8 $500.00 $4,000.00 Clerical Hour 15 $67.16 $1,007.40 Project Manager' Hour 18 $91.58 $1,648.44 Mileage Mile 880 $0.54 $475.20 ' TOTAL $25,125.04 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page(s) entitled "Acceptance FYE 2016 ICR — Risk Assessment Review" contain(s) confidential cost and rate data and is(are) 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 B DBE participation 0%DBE Goal pet WSDOT email dated April 9,20L8 • Agreement Number: 18-0K`6 WWDOT Form 140-019 EF Exhibit B Page 1 of I Revised 10/30/2014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibitthe agency,as applicable, i§to provide a,desdription 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 Not Applicable B. Roadway Design Files Not Applicable C. Computer Aided Drafting Files Not Applicable Agreement Number: 184)86 WSQOT Form f40409 EF,F rhibit C Page 1 of 4 Revised 10/30/2014 D. Specify the Agency's Right to keviev/P bductwith the Consultant The City of Spokntre Valley has theright to review consultantS testresulls and field reports, ask questions and request clarifications be made. E.. Specify the•Blectroni6 Deliverables to Be Provided to the Agency Test results shall be subthitted to the Project Manager P. Specify What Agency Furnished Services and Information Este Be Provided The City of Spokane Valley shall attempt to provide 24 hours advance notice when scheduling testing services. The City of Spokane Valley understands that if 24 hours notice is not provided,the consultant's sehedule may not allow for itmnedlate call nuts. Agreement-Number: l 810$''6 WSbOT Form 140049 EF Exhibit C Page2 of 4 Revised 10012014 [). Any Other Btectronie Files.to Be Provided+ Not Applicable . III. Methods to Electronically'Exchangd,,Data Not Applicable WSDOT Fotm 140489 EFchfbitC Page 3 of kevlsed10/30/2014 A. Agency Software Suite Not Applicable B. Electronic Messaging System Not Applicable C. File Transfers Format Not Applicable WSOOT Form 140.01,,9 EE Exhibit C Page 4 of 4 Revised?013612O14 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page(s) entitled "Exhibit D / Prime Consultant Cost Computations" contain(s) confidential cost and rate data and is(are) 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-consultantparticipation at.this time.The CONSULTANT shall not sub-contract for the performance of any work under thit AGREBMENT without prior writte permission of the A'E ENCY. Refer tO section Vt"Sub-Contracting"ofthis AGREEMENT. Not Applicable • Agreement Number: I8-Q8!6 WSDOT,Form 140089'EF&thlbit E Page 1 of 1 Revised 1040014 • Exhibit F Title VI Assurances During the performance of this AGREEMENT,the CONSULTANT, foritself, its assignees,and successors in interest agrees as.follows: I. Compliance with Regulations:The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs ofRthe AGENCY,Title 49,Code.ofk'ederal Regulations, Part 21,as they may bearnended from time to time(hereinafter referred tows the"REGULATIONS"), which are herein incorporated by reference and made a part ofthiS AGREEMENT. • 2. Nondiscrimination: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 theseIection and retention of.sub-consultants;inludinprocurtment 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 procurerrientof 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 arid 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 STA'T'E,,or the Federal Highway Admi Exhibit G Certification Documents Exhibit G-I(a) Certification of Consultant Exhibit G-1(b) Certification of City of Spokane Valley Exhibit G-2 Certification Regarding Debarment,Suspension and Other Responsibility Matters- Primary Covered Transactions - ' • . . . - . _ •- . •. . _ Not Required Exhibit 0-4 - . - _. . . • . -. -_. ., Not Required • Agreement Number: 18-086 kySDOT Form 140489 EF WWI Q Pagel of I Revised-100/2014 Exhibit G-1(a) Certification of Consultant 1 hereby certify that I am the and duly authorized-representative of the firntof ALLWI;ST Testing&Engineering,Inc.CALLA/EST) whose address is 3005 N Industrial Lane, 5th Street,.Spokane Valley,Washington 99216 and that neither the above firm nor 1 have: a) Employed or retained for a coxntiiission,pfetcentage,brokerage,contingent fee,orother consideration, any firm or petsQn(other than a bcna=fideemployee 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) raid,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 consider atien of any kind for,or in connection with, procuringy°or carrying otrt this AGREEMENT;except as hereby expressly stated(if any); I acknowledge that this certificate iSto be furnished to the and the Federal Highway Administration,U.S..Departrtment 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. ALLWEST Testing&Engineering,Ina CALMEST)* Consultant(Firm Name) 477)1frd--- //2!> 'Signature(Authotized Official bf Consultant) Date Agreement Numben 1$086 WSDOT Form 149-1*EF Exhibit G Page 1 of 4 Revised 16110/2614 Exhibit G-1(b) Certification of CA-1 c k-akne V N1Xe 7 I hereby certify that I am the: [j City Manager 0 Other of the City of Spokane Valley ,and AI LV/ $T Testing 80 Engineering,rnG. or its representative has not been required,,•directly or indirectly a§an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain,9r agree to employ to retain,any firm or person;or b) Pay,or agree to pay,to arty firm,person,or organizdtion,any fee,contribution,donation,or consideration of any kind;except as hereby expressly stated(if any): 1 acknowledge that this certificate is to be furnished to the and the Federal Highway Adhiinistration,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. ,A4A) 674/20 1,5 Signature Date Agreement Number. 18-Q86 WSDOT Fort 140.089 EP Exhlb/f G Page 1 of 1 Reviled 10/30/2014 Exhibit G-2 Certification,Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions 1. The prospective primary participant certifies to.the best of its knowledge and belief,that it and its principals: A. Are not presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any pederal department tir agency; B. Have not within a three(3)year period preceding this prdppsai been convicted of or had a civil judgment rendered again§t 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 df Federal or State antitrust statues or commission of embezzlement, theft,Forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; C. Are not-presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State,or local)with Cotttmission of any of the offenses enumerated in paragfaph'(I)(19 of this certification; and D. Have not within a three(3)year period preceding this application/proposal had ane or more public transactions(Federal, State and local)terminatedfor cause or default. U. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an e)cplanation to this proposal. ALLWEST Testing&Engineering,Inc.(ALLWEST) Consultant(Firm Name) —5/V/1g Signature(Authors ��Official of Consultant) Data Agreement Number: l8-O86 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 ReVfshd 1030/2014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds1he accepted standard of care.In addition, it will establish a unifortninethod fbr 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 Ertor(s)is Identified by Agency's Project Manager= At the first indication of potential consultant design error(s),the first step In the procest is for the Agency's project manager to notify the Director-of Public Works or Agency Engineer regarding the potential design error(s).For federally funded projects,the Region Local Programs Engineer Should be informed and involved in these procedures. (Note:The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design errOr(s).and the magnitude of the alleged error(s),and with the Director of Public Works or Agency Engineer's eencuxrence,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 firtlier,the next step in the process is for the project manager to.contact'theconsultant regarding the alleged design errors)and the magnitude of the alleged erresr(s).The project manager and pther'apprppriateager cy staff should represent the agency and the consultant should be represented by their project manager and any personnel°(iincluding sub-consultants) deemed appropriate£qr the alleged tiesign error(s)issue. Step 4 Attempt to Resolve Alleged Design Error with COnSultant After the meeting(s)with the consultant have been completed-regarding thecon$ultant's alleged design error(s), there are three p©ssible scenarios: • It is determined via•tIrutuail agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond thispoint. • It is detertnined via mutual agreenwnt that a consultant design error(s)occurred.If this is the case, then the Director of Pnblic•Works or Agency Engineer,or their reptesehtatiies,negotiate a settlement with the cgrtsultant.The settlement Would be paid to the agency qr the tanoutit Would be reduced from the consultant's agreerhent With the agency for the services on the proJeet in which the design error took place;The a$ency is to provide Ll?;through the Region Local P'rpgramts E igineet,°a summary 4f the settlement for review and to make adjustments, if any,as tb how the settlement affects federal. reimbursements.No further,action is required. • There is not a mutaatagreerriettt*gad Me alle$ed.gnsultadtdesign er ot(s).The eQnsultantmay request that the alleged tlesigkerrbr(s)issue be forwarded o tlreDirectot•of Q"uhl c Works'otA,gerrcy Epgineer for review lithe l?ir"ector ofPublio Works•or,geticy Engineer,atter retievk witlt their legal counsel,isnot able to reach mutual agreernent with the cohsultant,pr°oceed%Stert5. Agreement Number: 18e080 WSDOTForm 1402080'EFExhibit r Page 1 oft •1tev/aed 10/30/2014 Step 5 Forward Documents to Local Programs For federally funded proJects all available information, including costs,should be forwarded through the Region Leda!,Programs Engineer to LP for their review and consultation with the FHWA.LPwilI meet with representatives of theagentry and the consUttant to reviewdhe alleged design t;rrtrrrs),.and attempt to find a resolution,to the issue.If necessary,LP'will request assistance from the Attorneyenetal's Office for legal interpretation.LP will also identify hoW the alleged trrdr(s)affects eligibiljty of project costs for federal rdimbursement. • 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,willidentify 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 18=1786 1NSDOT Form 140.089 EF Exhibit I Paye 2 of 2 Revised f0//0/20i4 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding elaim(s)on a consultant agreement.The following procedures should only be utilized on consultant claims greater than$1,000..If the consultant's claim(s),are a total of$1,000 or less, it would not be costefl'ective 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 $1,000 or less. This exhibit will outline the procedures to be followed by.the consultant and the agency to cOnsider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determine$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 clans 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 theadditional 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 P00004161 Regalyding the Consults nt'a Chdnt for Additional Compensation Alter the consultant has Cempleted step lithe next step in the.process is to forward the request to the Agency's project manager.The'project Manager will review the consultant's clairn and will trtet with the Director of Public Works or Agency Engineerto determine if the Agency agrees with the claim. if the FHWA is participating iii 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 tngnager,Director of Public Works or Agency Engineer,WSDOT Local Programs Ir' (if applicable),and } WA'(if aplilic4ble)agree'With the Ccusulttnt's claim,send aregi est.inema, including backup ducun entatioh to the conaultaritio either supplenlentthe agreement, or create a new agreement for the clahj.After the request ha5rbee>t approved',the:Agency shall Write,the supplenlerit,gpolor AO/ agreement-end-pay,the cgpstiltant thoafigg1t of;l claim. Inform the oorraultant that the libel payment for the agreement is.subject to a cit..No{miller actic in needed regarding the Claim,prgoedttre,s, If the Agency,does not agree with the consultantfrs claim,proceed to step 3 of the:procedures: Agreement Number: 181086r WSDOT Fool 140.089 EF Exhibit J Page 1 of 2 Revised 10/3012014 Step 3 Preparation of"Support Dacumentatien Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's elan%the project manager shall prepare a summary for the Director of Public Works or•Ageney Engineer that included the following:. • Copy of infortnation supplied by the consultant regarding the claim; • A,gencyy'S summation ofahotirs by classification for eaelt firm that should be includedin,the claim( • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direeet labojdollars„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 beeninstituted to preclude future consultant claims) and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Ddcumentation The Director of Public.Works or Agency Engineer shall review and administratively ap'prove'r&disapprove the claim,or portions thereof,Which may include setting Agetiee Council or Commission approval(as appropriate to agency disputeresolutionprocedures).If the,project involves federal participation(obtain concurrence from.WSDOT Local Programs and FHWA regarding final`settler ent of the claim.If the claim is not eligible for£ederal,participation,payment will need to,be from agency f"itnds. Step S Informing Consultant of Decision Regarding the Claim The Director of Public Works br Agency Engineer shall nptily(in writing)the consultant of their final decision regarding the consultant's claim(s)..lnclude the final dollar amount of the accepted,claim(s) and rationale utilized for the decision: Step 0 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The,agency shall write the supplen1ent and/or new agreetnent and,pay the consultant of the claim, Inform the consultant that the final payment;far the agreement is~subjeCtto audit, Agreement Number:, 18-08& WSDOT form x40.089 EEExhlbttJ Page 2 oft Reit?sed 10/3012014