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09-153.00 USKH: Sprague Sullivan PCCP Intersection Survey SvcsLocal Agency Standard Consultant Agreement ® Architectural/Engineering Agreement ❑ Personal Services Agreement A•reement Number 09-034 Federal Aid Number SYPUL 3 540 Coo 9 Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ ® Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method ❑ Actual Cost Z Actual Cost Not To Exceed 0 Fixed Overhead Rate Fixed Fee $ ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work % Consultant/Address/Telephone USKH, Inc. 5 N. Colville St., Walla Walla, WA 99362 PH: (509) 522-4843 FAX: (509) 522-1902 Project Title And Work Description Sprague Sullivan PCCP Intersection Survey per scope described in September 1, 2009 USKH Scope letter. DBE Participation ❑ Yes ® No Federal ID Number or Social Security Number REDACTED Do you require a 1099 for IRS? ® Yes ❑ No Completion Date December 31, 2010 Total Amount Authorized $ Management Reserve Fund $ Maximum Amount Payable $ 18,101.05 1,810.11 19,911.16 Index of Exhibits (Check all that apply): ® Exhibit A-1 Scope of Work 0 Exhibit A-2 Task Order Agreement ❑ Exhibit B-1 DBE Utilization Certification ® Exhibit C Electronic Exchange of Data ❑ Exhibit D-1 Payment - Lump Sum ® Exhibit D-2 Payment - Cost Plus ❑ Exhibit D-3 Payment - Hourly Rate ❑ Exhibit D-4 Payment - Provisional ® Exhibit E-1 Fee - Lump/Fixed/Unit ❑ Exhibit E-2 Fee - Specific Rates ® Exhibit F Overhead Cost ® Exhibit G Subcontracted Work ❑ Exhibit G-1 Subconsultant Fee ❑ Exhibit G-2 Fee -Sub Specific Rates ❑ Exhibit G-3 Sub Overhead Cost ® Exhibit H Title VI Assurances Exhibit I Payment Upon Termination of Agreement ® Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M-la Consultant Certification ® Exhibit M-lb Agency Official Certification ® Exhibit M-2 Certification - Primary ❑ Exhibit M-3 Lobbying Certification ❑ Exhibit M-4 Pricing Data Certification ® App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this tit day of / 1 t�.e�+-�'; 2009 , between the Local Agency of City of Spo ane Valley , Washin n, hereinafter called the "AGENCY and the above organization hereinafter called the "CONSULTANT". DOT Form 140-089 EF Revised 3/2008 Paget of 8 This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. 0) 03 0 u (0 a_ u 2 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described. work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. 11 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed 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 work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 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 under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub -Contracting The AGENCY permits sub -contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub -consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub -consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub -consultant shall be substantiated in the same manner as outlined in Section V. All sub -contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub -contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub -consultant is required to perform a minimum amount of their sub -contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "1" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the 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. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be 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 to such action shall 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. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration 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 the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the 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 the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 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. BY "0111411;yri/hse" , Consultant /.rl4i/ il) . l eY1 Ze/ti/ /.=_________1-/C-- Agency City of'8pokane Valley DOT Form 140-089 EF Page 8 of 8 Revised 3/2008 Exhibit C Electronic Exchange of Engineering and Other Data The Consultant shall use the following format and standards in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but not limited to, the following: I. Survey Data shall be entered into an AutoCad version 2007 compatible drawing file. The drawing layers, survey codes and format shall conform to the Prototype Drawing furnished by the City of Spokane Valley. The City reserves the right to reject an AutoCAD submittal drawing if the drawing does not conform to the prototype. The drawing shall include: a. All data points in State Plane Coordinates, Washington North, North AmericanDatum of 1983 (1991). Distances shall be in ground based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). b. Each data point shall be Iabeled with an appropriate survey code describing it. c. Breaklines TINS, DTM's, alignments, and any other informationnsed in the creation of the contour mapping. d. Location and description of monuments used to establish the Basis of Bearing, and one monument used to establish the vertical datum. e. Location and description of two monuments set within the project to provide horizontal control and a monument to be used as a project benchmark. f. Contour lines at 1 foot intervals. Every tenth contour shall have a darker line weight. Labels with contour elevations shall be on a different layer. g. Drawing Scale shall be coordinated with the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all plat information, titles, and surveys used to research control and property ownership; field notes, data collector files, ASCII point files, and project correspondence. Also prior to final payment the Consultant shall provide and archive AutoCad version 2007drawing file with all data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in grid based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). II. Roadway Design shall be created using AutoCAD Civil 3D compatible drawings and shall be in AutoCAD version 2007 compatible drawing file. The drawing layers, survey codes and forsnat shall conform to the Prototype Drawing furnished by the City of Spokane Valley. The City reserves the right to reject an AutoCAD submittal drawing if the drawing does not conform to the prototype. The drawing shall include: a. All data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in ground based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). b. Each data point shall be labeled with an appropriate survey code describing it. c. Breaklines TINS, DTM's, alignments, and any other information used in the creation of the contour mapping. d. Location and description of monuments used to establish the Basis of Bearing, and one monument used to establish the vertical datum. . e. Location and description of two monuments set within the project to provide horizontal control and a monument to be used as a project benchmark. f. Contour lines at 1 foot intervals. Every tenth contour shall have a darker line weight. Labels with contour elevations shall be on a different layer, g. Drawing Scale shall be coordinated with the City. 9/3/2069 10:28:47 AM Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all cross sections, templates, quantity calculations, design notes, memos and reports; and all project correspondence, III. Contract Documents and Reports a. Documents shall be created using Microsoft Office 2003. Reports and specifications shall be submitted as Word 2003 documents. b. The City may provide a prototype document with font, text size and header and footer formats in Word. The Consultant shall match format requested by the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all studies and calculations made during the course of report development; specifications with addenda incorporated, phone conversations, memos, and reports; and all project correspondence. c. All data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in ground based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). IV. Contract Administration . a. Documents shall be created using Microsoft Office 2003. Meeting Minutes, Change Orders, field reports and correspondence shall be submitted as Word 2003 documents. b, Spreadsheets shall be submitted as Excel 2003 docwnents. c. The City may provide a prototype document with font, text size and header and footer formats in Word. The Consultant shall match format requested by the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all documents generated during contract administration including, but not limited to, inspector field reports, survey field notes, material test results, meeting minutes, project correspondence, contractor wage information, change orders, and pay estimates. V, The Consultant shall be able to correspond via email and communicate with Microsoft Outlook. VI. Electronic Information Exchange. a. The City shall exchange electronic information with the consultant via email for file sizes less than 9 Megabytes. (Note: ZIP files or .RAR file formats are filtered out and cannot be delivered via email.) b. For larger file sizes the consultant shall exchange files using the City of Spokane Valley File Transfer Protocol (FTP) site at fp://fp.spokanevalley.org To use this method of file exchange Consultant will have to contact the project manager for a temporary thirty (30) day username and password. c. The final archive file shall be submitted to the City on a CD or DVD and had delivered to City Public Works Offices with paper files. The CD shall be labeled with the Spokane Valley Project ContractNumber, Project Name and be provided with a Table of Contents. 9/3/2009 10:28:47 AM Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work." The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, direct non -salary costs, and fixed fee. 1. Direct Salary Costs: The Direct Salary Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Overhead Costs: Overhead Costs are those costs other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rate shown in the heading of this AGREEMENT under "Overhead Progress Payment Rate." Total overhead payment shall be based on the method shown in the heading of the AGREEMENT. The two options are explained as follows: a. Fixed Rate: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT. b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. DOT Form 140-089 EF Exhibit D-2 Revised 6/08 Failure to supply this information by either the prime CONSULTANT or any of their sub - consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY, STATE and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub- . consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205-46 "Travel Cost b. The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable wh the PROJECT. c. 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. d. All above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee, which could be authorized from the Management Reserve Fund. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person - hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the fmal payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work."6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct Salary, Direct Non -Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit E-1 / Consultant Fee Determination — Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. STATE OF ALASKA Department of Transportation and Public Facilities SEAN PARNELL GOVERNOR Samantha Emmal, CDA Director of Finance and Administration USKH Inc. 2515 A Si. Anchorage, AK 99503 OFFICE OF INTERNAL REVIEW Mailing Address: P.O. BOX 196900 ANCHORAGE, AK 99519-6900 Physical Address: 2200 E. 42ad Avenue Anchorage, AK 99508 PHONE: (807) 269-0715 FAX: (907) 269-0733 September 2, 2009 Re: Pre -Award Audit of USKH Inc. Audit Number 09-PA-51 Dear Ms. Emmal: Enclosed is a copy of the recently completed Pre -Award Audit, Audit Number 09-PA-51, based on USKH Inc.'s financial information for your year ended February 28, 2009. Thank you for the courtesies and cooperation you extended our staff during this engagement. If you have any questions, please call Susan Tomasek or me. Sincerely, Robert W. Janes PA Chief of Internal Review RW,I:SMT/maz - Attachment " I'rvirit/irrt' /nr the .Virfi, Nrriverrlt'll/ f3/ penpie and priod, aid the delivery yy ()Plate servi es .. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The four pages entitled "Transmittal of Pre -Award Audit of USKH, Inc." contain confidential cost and rate data and are withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit G Subcontracted Work . The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Title Reports for APN Nn's 45144 2144 45113 114(; 4524? (1438; and 45911 0106 From Inland Profescinna) Title inn 105 W 3rd Ave, Spokane, WA 99901 Each report is 3R0 45 (x) 4 = Total expense of $1,521 RO DOT Form 140-089 EF Exhibit Revised 8/05 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Traffic Control Costs supplied by. Spokane_Traffic Control Inc 7415 N Ilnimheller Street F pn10 rip., Wn 9970R Tntal Lump Slim Cnstc fnr Nit Time Traffic Cnntrnl for intersection of Sprague_ Ave and Sullivan Rnad• $1,450.00 DOT Form 140.089 EF Exhibit G Revised 6/05 Exhibit H 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 the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140-089 EF Exhibit H Revised 8/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140-089 EF Exhibit I Revised 8/05 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1— Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design errors) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region DOT Form 140-089 EF Exhibit J Revised 6/05 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. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 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 Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140-089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or 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. Exhibit M-1(a) Certification Of Consultant Project No. 09-034 . Local Agency I hereby certify that I am 4i'77i),J Ne61 and duly authorized v representative of the firm of US � Inc. whose address is and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. 9/0 51 Date DOT Form 140-089 EF Exhibit M-1(a) Revised 6/05 fri/P Signature Exhibit -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Spokane Valley Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. 1 Date OOT Form 140-088 EF Exhibit M-1(b) Revised 6/05 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters -Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (I) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): USKH, Inc. �frate) DOT Form 140.069 EF Exhibit M-2 Revised 6/05 • (S1 nature) President or Authorized Official of Consultant Supplemental Signature Page for Standard Consultant Agreement Consultant/Address/Telephone uSKH, Inc. 5 N. Colville St., Walla Walla, WA 99362 Agreement Number 09-034 Project Title And Work Description Sprague Sullivan PCCP Intersection Survey per scope described in September 1, 2009 USKH Scope letter. Federal Aid Number Local Agency City of Spokane Valley THIS AGREEMENT, made and entered into this day of , 2009 , between the Local Agency of City of Spokane Valley , Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the "CONSULTANT". In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. CONSULTANT By Consultant koal ki/t ,./Z !/Jk� yao- LOCAL AGENCY By .71/4/a Agency City of S •: cane Valley By By Consultant Agency By Agency By Agency DOT Form 140-089 EF Appendix 31.910 Revised 6/05 September 3, 2009 Craig Aldworth, P.E. Senior Engineer City of Spokane Valley 11707 E. Sprague Ave., Suite 106 Spokane Valley WA. 99206 Subject: Sprague- Sullivan PCP Intersection Protect no. 65 UBKH SHARED VISION. UNIFIED APPROACH. Dear Mr. Aldworth: USKH, Inc. (USKH) is pleased for the opportunity to respond to your August 26, 2009 request for a proposal to provide surveying services for design work at the intersection of Sprague Avenue with Sullivan Road In the City of Spokane Valley. After reviewing your proposal request and a site inspection, IJSKH proposes to provide the necessary survey field crew and equipment, research, and office support to complete the following services for the above referenced project: SCOPE SERVICE: U SKH will order Plat Certificates from a title company far the four corner parcels at the above referenced intersection. Right of way lines shall be calculated and shown in proper relationship on the topographic map for all four parcels at each quadrant of the intersection. USKH will provide additional reasonable research to delineate the extents of rights of way to the limits of the survey plan which extends 20 feet beyond the traffic islands on each street at this intersection. This will result in topographic surveys being performed on approximately 700 lineal feet of Sprague Avenue, and on 600 lineal feet of Sullivan Road. USKH will call in and coordinate, with the assistance of the City Engineer, utility locates prior to the survey. USKH Will locate all visible utilities, and surface structures (gas, power, telephone, water, sanitary and storm sewer manholes and catch basins etc.), and utility paint marks, to the survey limits provided on the plan sheets as outlined above and within 10 feet of back of walk. All water services and curb stop/meter boxes will be marked by the city or The water provider, and be located and shown on the survey. Topographic information shall include storm and sanitary Invert elevations within the survey limits and the next downstream structure. Topographic information shall also include painted centerline, painted lane lines, flow line at the outside edge of the concrete gutter (next to the asphalt and away from the curb), top face of curb and back of walk at a maximum of 25-30 foot Intervals. Within the roadway USKH will define all existing paint marks artd within the intersection itself provide topographic shots are a 25 foot grid. Additional densification of the topographic shots will be provided within 10 feet of the end of the proposed concrete extents. The exact location of this area will be provided by the City Engineer prior to commencement of survey. Where the roadway is over 50 feet wide, quarter -crown topographic shots will be provided. Survey limits will extend 10 feet behind back of walk or to existing fences or buildings. USKH will locate the beginning, low paint, and end of the toe of the existing handicap ramps. We also propose to locate the beginning and end of all driveway approaches within the survey limits. Horizontal datum shall be the Washington State Plane coordinate system, NAD 83. The vertical datum shall be NAVD 88, USKH will establish a minimum of 2 control points and establish a project benchmark within 100 feet of the centerline/centerline intersection paint. The basis for both horizontal and vertical control will be shown on the final Tope drawings. Vertical accuracy tolerance shall be within 0.02 feet, and horizontal accuracy tolerance shall be within 0.04 feet_ LJSKH will develop, or have developed, traffic control plans and submit them to the Spokane Valley Public Works Department for approval 6 working days prior to commencing work. USKH will coordinate and provide for all traffic control when working within the roadways. Work within the traveled portions of the roadway shall not be performed between the hours of 7:00 AM to 7:00 PM. The Section Corner at Sprague and Sullivan will be the basis for stationing at the intersection, with an assumed Station of 10+00 East/West, and 30+00 North/South. The Section corner monument will be located and referenced by USKH. An application for a permit to remove or destroy a malturrtent will be_ illpd put and submitted by USKH in compliance with WAC-120-070. Copies will be Architecture Engineering land Surveying Planning Environmental Services t 509.522.48,13 f: 509,522.1902 1.888.706.8754 5 N. 0olville St., WaIIa Walla, WA 99362 www.uskh.cam 1 Alaska: AnGhalage, Fairbanks. Juneau, Wasiila Irialla: Lewiston Washii1gtan. 1Feinrlale, Spokane, Walla Walla Craig Aldworth, P.E. City of Spokane Valley August 31, 2009 Page2of2 provided to the City Engineer. USKH proposes that the general contractor for the construction of the intersection will be required to purchase the monument and case, and set the case flush before paving. The contractor would then core the hole for the monument and set an unmarked brass cap(or an acceptable alternative method). USKH will be responsible for stamping and final marking of the monument. The contractor shall be required to coordinate with USKH on the timing of setting the monument while the intersection is closed to traffic. Alternately, the contractor shall bear the costs of boring and traffic control to close the intersection at a later date. After project completion, a Land Corner Record will be filed with the Spokane County Auditor depicting the monument placed, references and the relationship to road centerlines, in compliance with the requirements of RCW 58.09.040 and WAC 332-130-050. SCHEDULE & COMMITMENT: USKH will schedule commencement of field work within 10 working days of receipt of an executed contract and notice to proceed. Deliverables will be provided within 30 working days from the commencement of work. DELIVERABLES: As deliverables USKH will provide: data collector files, ASCII point files, copies of field notes, an electronic drawing in Auto CAD version 2005 or later, relevant project data and drawing files such as TINS, DTM's, alignments, and break lines. USKH will also provide 24"x 36" bond copies of the topographic map generated drawn at a 30 scale, signed and dated by a Professional Land Surveyor licensed in Washington State. It is our understanding that the City of Spokane Valley will provide a prototype drawing with appropriate files and a read - me text to enable the final drawing to be in accordance with City of Spokane Valley layering and point description standards. FEES: Anticipated fees to be paid to USKH for the specific tasks described above would be on a time and materials basis estimated not to exceed $18,101.05. Please refer to the attached exhibits for the method of fee calculation, Including fixed costs for sub consultant work and other required items. I have provided a signature line for you below. Please affix the appropriate signature, sign, scan, and e-mail to me at ptomkinsQuskh.com. Receipt of the e-mail will constitute a notice to proceed. If you have any questions, please do not hesitate to call. Paul Tomkins, PLS Survey Department Manager USKH Inc. Ph: 509 522-4843 Attachments: WSDOT form Exhibits E-1 Work Order. 1197900 City of Spokane Valley , G (two each), Audited Overhead Rates • ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/03/09 PRODUCER Parker Smith & Feek Anchorage (907-562-2225) 4000 Old Seward Hwy., Ste. 200 Anchorage, AK 99503-6067 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED USKH, Inc. 2515 "A" Street Anchorage, AK 99503 INSURER A: Continental Casualty Company INSURER B: INSURER C: INSURER D: INSURER E: vV V c r\?W J 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR INSRC ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM!OD/YYI POLICY EXPIRATION DATE (MMIDONYI LIMITS GENERAL - LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PPRREMISESO(Ea occurrence) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ — GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: 7 POLICY n JE T n LOC PRODUCTS - COMP/OP AGO S AUTOMOBILE _ -- LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per acddent) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, doscribo under WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT _ $ A OTHER Professional Liability AEH003011700 06/07/09 06/07/10 $3,000,000 Each Claim $3,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: WO# 1197900, Sprague Sullivan PCCP Intersection Survey CERTIFICATE HOLDER CANCEL Spokane Valley/Sullivan Topo Attn: Craig Aldworth Dept. of Public Works 11707 E. Sprague, Ste 106 Spokane Valley, WA 99206 ACORD 25 (2001/08) 1 of 2 #M91609 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL RbIllealifftga MAIL - nn DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,ORFAIMNIZOMogben RR111003 O X AUTH RIZED REPRESS TATTIVE� t%-4.A�..B..� ll:�i -k ! 4 ACHOO o ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #M91609 UNWISCHE ACORDTN CERTIFICATE OF LIABILITY INSURANCE DATE (09DYYYY) 09/03/ PRODUCER Parker Smith & Feek a 907-562.2225 Anchorage ( ) 4000 Old Seward Hwy., Ste. 200 Anchorage, AK 99503-6067 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED • USKH, Inc. 2515 "A" Street Anchorage, AK 99503 INSURER A: National Surety Corp. INSURER B: Liberty Northwest Ins. Corp. INSURER C: INSURER D: INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. This LTR ADD'L NSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDD/YYl POLICY EXPIRATION DATE IMMIDD/YY) LIMITS A X GENERAL LIABILITY MZX80899391 01/01/09 01/01/10 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE (ELeccur anal S100,000 CLAIMS MADE X OCCUR MED EXP (Any one person) S5,000 ♦ PERSONAL S ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO S2,000,000 7 POLICY El JEG n LOC A X AUTOMOBILE X LIABILITY ANY AUTO MZX80899391 01/01/09 01/01/10 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ALL OWNED AUTOS- SCHEDULED AUTOS BODILY INJURY (Per person) S - X X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY- EA ACCIDENT S ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLALIABILITY XAE70176136 01/01/09 01/01/10 EACH OCCURRENCE $5,000,000 $5,000,000 $ EOCCUR CLAIMS MADE AGGREGATE DEDUCTIBLE $ RETENTION S $ B WORKERS COMPENSATION AND WC41NC014513019 01/01/09 01/01/10 X TORYLIMITS OER EMPLOYERS' LIABILITY E.L. EACH ACCIDENT S500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE S500,000 $500,000 If yea, describe under SPECIAL PROVISIONS balow E.L. DISEASE - POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: WO# 1197900, Sprague Sullivan PCCP Intersection Survey Where required by contract Spokane Valley/Sullivan Topo Is an Additional Insured on the General Liability and Automobile policies, subject to the terms, conditions and (imitations of said policies and additional insured endorsement. CERTIFICATE HOLDER CANCELLATION Spokane Valley/Sullivan Topo Attn: Craig Aldworth Dept. of Public Works 11707 E. Sprague, Ste 106 Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL gtommutft MAIL %fl DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,Immilencrixxxxxlmkg Mil/ARNMORIXIIMittitniclOWDOMODOOMMXIMICADMIXIMAISRIMOROCX ARIMEMEKWICODC AUTHQRIZED REPRESENTATIVE li ACORD 25 (2001/08) 1 of 2 #M87721 ACHOO © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25•S (2001/08) 2 of 2 #M87721 NOTE: SURVEY TO BACK Of WALK