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19-139.00 Intermountain Materials Testing: Council Chambers Repairs Contract No. 19-139.00 AGREEMENT FOR PROFESSIONAL SERVICES Intermountain Materials Testing& Geotechnical THIS AGREEMENT is made by and between the City of Spokane Valley,acode City of the State of Washington, hereinafter "City" and Intermountain Materials Testing & Geotechnical, hereinafter "Consultant."jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: I. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. l'he City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work.Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services,stop work.and promptly cure any failure in performance under this Agreement B Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill.and resources necessary to perform the work and is familiar with all current laws.rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall he made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies w ithout additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee. so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation 2.Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31. 2019. unless the time for performance is extended in writing by the Parties. Agreement I'or Pmtec.i anal Sen ices I ith prolesional Imhihp cm enige) Page I ofc Contract No. 19-139-00 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may.in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3 Compensation. City agrees to pay Consultant$3.473.91,(which includes Washington State Sales Tax if any is applicable)as full compensation for everything done under this Agreement,as set forth in Exhibit B. Consultant shall not perform any extra. further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to benoncompliant withthe Scope of Services,City standards.City Code.and federal or state standards. 5. Notice. Notices other than applications for payment shall he given in writing as follows' TO THE CITY: TO THE CONSULTANT: Name:Christine Bainbridge,City Clerk Name:Kyle Sanford,Area Manager Phone:(5091720-5000 Phone:509-474-9764 Address: 10210 East Sprague Avenue Address.9401 E.Appleway Blvd Spokane Valley. WA 99206 Spokane Valley. WA 99206 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement.agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents,and services shall conform to all federal,state,and local statutes and regulations. 7 Certification Regarding Debarment. Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement.the Consultant certifies to the best of its know ledge and belief that it and its principals: I Are not presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency: 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining. attempting to obtain.or performing a public (federal. state, or local)transaction or contract under a public transaction:violation of federal or state antitrust statutes or commission ofembezzlement,Ihelt,forgery.bribery,falsification or destruction of records,making false statements,or receiving stolen property: 3. 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(A)(2)of this certification:and Agreement lin Non: cone]lien ites M ith prol'es.innal liahinp c.n eragel Page 2 of 9 Contract No. 19-139.00 4. Have not within a three-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 Agreement. 8.Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City.that City is interested in only the results to be achieved,and that the right to control the particular manner,method,and means in which the services are performed is solely within thediscretion of Consultant Any and all employees who provide services toCity under this Agreement shall be deemed employees solely of Consultant The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9 Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City. and may be subject to disclosure pursuant to chapter 42 56 RCW or other applicable public record laws. The written, graphic, mapped. photographic, or visual documents prepared by Consultant tinder this Agreement shall. unless otherwise provided, he deemed the property of City. City shall he permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality my tars of maps,and copies in the form of computer files.for the City's use. City shall have unrestricted authority to publish,disclose,distribute,and otherwise use.in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have till access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records.and to make audits of all contracts. invoices, materials.payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. I I Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees.or subcontractors. A.Minimum Scope of Insurance, Consultant shall obtain insurance of the ty pes described below. I.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury,and advertising injury. City shall he named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3.Workers'compensation coverage as required by the nrdustrtal insurance laws of the State Agreement lig Prnlbhwonal Sen ices tv nh pro 4wwwmal habil p cm eragel Page 3 of 9 Contract No. 19-139.00 of Washington 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits- ]. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000.000 per accident. 2.Commercial general liability insurance shall be written w ith limits no less than$1,000,000 for each occurrence,and$2,000,000 for general aggregate. 3 Professional liability insurance shall be written with limits no less than$1,000.000 per claim and$1.000.000 policy aggregate limit C.Other Insurance Prov isions. The policies are to contain.or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: I.Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance.self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultants insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in.pdfformat a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3. If Consultant maintains higher insurance limits than the minimums shown above. City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City ev idences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement. upon which the City may. after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement.or at its sole discretion. procure or renew such insurance and pay any and all premiums in connection therewith. with any sums so expended to he repaid to City on demand.or at the sole discretion of the City,offset against Ponds due Consultant from the City D Acceptability of Insurers Insurance is to be placed with insurers with a current A.M.Best rating of not less than A-VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement. Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall he Exhibit C. The certificate shall specify all of the parties who are additional insureds.and shall include applicable policy endorsements,and the deduction or retention level.Insuring companies or entities are subject to City acceptance. If requested.complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for kgreenum iL' ProIc•.ional Sen ices l••uh protcaaonul l uhulin co•cragel Page 4 ol 9 Contract No. 19-139.00 all pertinent deductibles,self-insured retentions,and'or self-insurance 12.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend.indemnify,and hold harmless Cin and its officers,agents,and employees.from any and all claims,actions,suits,liability,loss. costs,attorney's fees,costs of litigation,expenses.injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant. Consultant's agents, subcontractors. subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employ ees pursuant to RCW 4.24.115. Consultant's duty to defend. indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City cu City's agents or employees. and (b) Consultant.Consul tants agents,subcontractors.subconsultants.and employees shall apply only to the extent of the negligence of Consultant. Consultants agents.subcontractors.subconsultants,and employees Consultant's duty to defend. indemnify, and hold City harmless shall include. as to all claims, demands. losses. and liability to which it applies. City's personnel-related costs, reasonable attorneys' fees, the reasonable value of any services rendered by the office ofthc City Attorney,outside consultant costs.court costs, fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act.Title S 1 RCW. These indemnification obligations shall not be limited in any way by any limitation nn the amount or n pe of damages.compensation.or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided,that Consultant's w aiver of immunity under this provision extends only to claims against Consultant by City.and does not include. or extend to,any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer,employee,agent.or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no w a) be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof 14. Assignment and Delegation. Neither Party shall assign. transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Part). 15.Subcontracts. Except as otherwise provided herein.Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City 16.Confidentiality. Consultant may,from time-to-time.receive information w hich is deemed by City to be \ teement for Professional tenLees Dr nh prole.sionai I'ahJ't. cneragn Page 5 nl 9 Contract No. 19439.00 confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between City and Consultant shall be resolved in the Superior Coon of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may.at City's request.be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of. or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall he final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof 18. Cost and Attorney's Fees. The prevailing party In any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19.Entire Agreement. This written Agreement constitutes the entire and complete agreement befteen the Panics and supersedes any prior oral or written agreements. This Agreement may not be changed,modified, or altered except in witting signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have at acquire any interest in this Agreement. or have solicited, accepted.or granted a present on future gift favor.service. or other thing of value from any person with an interest in this Agreement. 21.Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22.Severability If am section,sentence.clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction. such invalidity shall not affect the validity of any other section,sentence,clause.or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee proposal C. Insurance Certificates U. Assurance of compliance with applicable federalrrlaw. C The Parties have executed this Agreement this of altetsxlrtgr .2019. CITY OF'SPOKANE VALLEY Consultant:INTERMOUNTAIN MATERIALS TESTING & GEOTECHNICAL Mark Calhoun Cilie Manager By' Kyle L. Sanford Its: Authorized Representative ATTE Agreement fhr i'rutc•emnal Serk s.l e ith profe.>umal huh'!'" corcage l Page 6 no Contract No. 19-139.00 Christine Bainbridge,City Clerk• APPRO •S TO FORM: n -% '' Ofti6&the it rney Agrcenum for Prnfesomal',eramet,to hh professional Iiahi hn uncrogel Page 7 nl'9 sa Intermountain Materials Testing&Geotechnical 9.t'4 ''t 9401 E.Appleway Ave. Spokane%'alley,WA 99206 (509)474-9764 Cost Estimate for Materials Testing and Sampling Services To: City of Spokane Valley c/o Nick Barnes (nick(dpnwbuildingforensics coin) Project: East Concrete Wall Repair Proposal No.: 568M19 S•okane Valley Cl Hall Pro osalDate: 9 3 2019 Item U t Description Qty Units Price Total Drilled Micro Pile Special Inspection (1,2) Inspector 84 Equipment for Inspection,Sampling&Testing.per hour 131 40 hrs 6500 260000 Compressive Strength Test,pet specimen 13ea/set/day) 18 each 2000 36000 Other Items Overtime Surcharge'hourly rate plus in excess of 8 hrs/day, 0 hrs 27 50 000 40 hrs/week.weekends,&holidays) Project Manager 2 hrs 8500 17000 Vehicle Mileage 10 mi 056 560 On-Call Sample Collection or Prep (1hourminimum except on 1 hrs 55 00 55 00 days when we are onsite pei forming other services) Total Estimate 3190.60 1 Services will be provided from portal to portal,on an on-call,part-time haws in accordance with the unit prices listed above. 2 Services requue 24-hours advance notice 3 A 3-hour minimum charge applies to field testing services. Thank you for the opportunnt to submit this estimate.Please call ifyou have an,questions or require addmonal information By Kyleord � I�/ Construction Sernees Manager Intermountain Materials Testing iii s .mm naX i, n Exhibit B Intermountain Materials Testing S; Geotechnical 9401 E.Appleway Ave. Spokane Valley,WA 99206 (509)474-9764 Cost Estimate for Materials Testing and Sampling Services To: City of Spokane Valley c/o Nick Barnes (niclq pnwbuildingforensics.com) Project: East Concrete Wall Repair Proposal No.: 568M19 Spokane Valley City Hall Proposal Date: 9/3/2019 Item Unit Description Qty Units Price Total Drilled Micro Pile Special Inspection_11.21 Inspector&Equipment for Inspection,Sampling&Testing.per hour(3) 40 hrs 65 00 2600.00 Compressive Strength Test,per specimen(3ea/set/day) 18 each 20 00 360.00 Other Items Overtime Surcharge(hourly rate plus in excess of 8 hrs/day. 0 hrs 27 50 0.00 40 hrs/week.weekends.&holidays) Project Manager 2 hrs 85 00 170.00 Vehicle Mileage 10 mi 0 56 5.60 On-Call Sample Collection or Prep (1-hour minimum except on 1 hrs 55 00 55 00 days when we are onsite performing other services) Total Estimate 3190.60 1 Services will be provided from portal to portal,on an on-call,part-time basis in accordance with the unit prices listed above. 2 Services require 24-hours advance notice 3 A 3-hour minimum charge applies to field testing services Thank you for the opportunity to submit this estimate.Please call if you have any questions or require additional information ��' By. �� Kyle antord Construction Services Manager Intermountain Materials Testing mus imt testing cool AC ORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MmeO" 9 Y" 0926/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). CONTACT KTlor,CIC _ PRODUCER JMS Insurance LLC im a Y - 4206 W 24th Avenue rat F . (509)]35i]03 LIANA..Na (509)]35435] Suite A 104 EolE ss AB lum@lms-ins.com Kennewick WA 99338 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A Amencan Fire and Casualty Company INSURED JNBURER B Argonaut Insurance Company Waltek 11 Inc The Ohio CasualtyInsurance Company 24074 Intermountain Materials Testing IxsuRERc, - P Y _ - PO Box 2801 JN.BIBER D - Pasco WA 99302- NSURERE - - - INSURERF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS Is TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS i75R DBL SSUB POUCY EFF POLICY EXP LIMITS TYPE OF INSURANCE o N ( POLICY NUMBFR IMM DIVYYYI DO/YYYYI C X COMMERCIAL GENERAL LIABILITY non X BKS53727166 04/01/2019 04/01/2020 EACH OCCURRENCE 1,000'000 DAMAGE TO RENTED 300,000 CLAIMS-MADEXJ OCCUR ERCMISFG Me onVU¢Dcel X WA Stop Gap-Ind _ MED EX_ A onon 10,000 ''PERSONAL 8 ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 2,000.000 I I POLICY LJEC LOC PRODUCTS-COMP/OP AGO 2,000,000 I OTHER A AUTOMOBILE LIABILITY BAA53727166 04/01/2019 04/01/2020 COMeIHEDnINGLE LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person OWNED SCHEDULED BODILY INJURY!Per acc4enil AUTOS ONLY AUTOS X HIRED X NON.OVVNED PROPERTY DAMAGE AUTOS ONLY —AUTOS ONLY ,(Pe "'U — C X UMBRELLA UAB X OCCUR US053]2]166 04/01/2019 04/01/2020 EACH OCCURRENCE 4,000,000 ■ EXCESS LIAB CLAIMS-MADE AGGREGATE 4,000000 I NEN X RFTFNTION$ 10,000 WORKERS COMPENSATION X PTI„ OFR_ AND EMPLOYERS'LIABILITY YIN ' ANYPROPRIETORiPARTNERIEXECUTNE EL EACH ACCIDENT 'MManndatoryln NH)OFFICERNEMBER E%LLUDED+ N IA EL DISEASE•EA EMPLOYEE Il yes,deempe under !DESCRIPTION OF OPFRATIONS Mary E L DISEASE-POLICY LIMIT B Architects,Engineers,Surveyors 121AE000433600 06/24/2019 0624/2020 Each $1000,000 Consultants Construction Managers Aggregate $2000,000 Professional Liability-Claims Made Deductible $30,000 DESCRIPTOR OF OPERATIONS I LOCATIONS/VEHICLES(ACORD101.Addionel Ramada Schedule,me W Weaned d mon space is require )City City of Spokane Valley is additional insured per attached CG8810 0413 and CG858JJ 0413 Project City Hall Micropiles CERTIFICATE HOLDER CANCELLATION Al 043888 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Of$SpokaneTHE EXPIRATION DATE THEREOF.NOTICE WILL BE DELIVERED IN City pO Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley WA 99206- AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Contract No. 19-139.00 Exhibit D—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement,the Consultant, for itself, its assignees,and successors in interest(hereinafter referred to as the"Consultant")agrees as follows' I.Compliance with Regulations:7 he Consultant shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations")relative to non-discrimination in federally-assisted programs of the US Department of Transportation,Washington State Department of Transportation(WSDOT),as they may be amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. 2.Non-discrimination:The Consultant,with regard to the work performed by it during this Agreement.shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations. including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Pan 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations,either by competitive bidding.or negotiation made by the Consultant for work to be performed under a subcontract,including procurements of materials,or leases of equipment.each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race.color,or national origin. 4 Information and Reports The Consultant shall provide all information and reports required by the Acts, the Regulations,and directives issued pursuant thereto,and shall permit access to its hooks records,accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to he pertinent to ascertain compliance with such Acts, Regulations. and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information.the Consultant shall so certify to the City or the WSDOT.as appropriate,and shall set forth what efforts it has made to obtain the information 5.Sanctions for Noncompliance:In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement. the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate. including,but not limited to: a. withholding payments to the Consultant under the Agreement until the Consultant complies;and'or b.cancelling.terminating,or suspending the Agreement. in whole or in part. 6.Incorporation of Provisions:The Consultant shall include the provisions of paragraphs one through six of this Exhibit in every subcontract, including procurements of materials and leases of equipment.unless exempt by the Acts,the Regulations and directives issued pursuant thereto. The Consultant shall take action with respect to any subcontract or procurement as the City of the WSDOT may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided.that if the Consultant becomes involved in,or is threatened with litigation by a subcontractor or suppliet because of such direction. the Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,the Consultant may request the United States to enter into the litigation to protect the interests of the United States. 7.Pertinent Non-Discrimination Authorities: During the performance of this Agreement,the Consultant Agrc.nicn(lir Prolcrownal Sen ices to all pro tesmonal l mbihn cm erage) Page.%ofv Contract No. 19-139.00 agrees to comply with the following non-discrimination statutes and authorities:including but not limited to' Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq..78 stat.252).(prohibits discrimination on the basis of race.color,national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601).(prohibits unfair treatment of persons displaced or whose properly has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973. (23 U.S.C. §324 el Fey.), (prohibits discrimination on the basis of sex): Section 504 of the Rehabilitation Act of 1973. 1229 L7 S C. §794 n seq.), as amended. (prohibits discrimination on the basis of disability);and 49 CFR Part 27. The Age Discrimination Act of 1975,as amended,(42 U S.C.§6101 er wit.).(prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982,(49 USC§471,Section 47123).as amended.(prohibits discrimination based on race.creed,color,national origin.or sex); The Civil Rights Restoration Act of 1987. (FL 100-209), (Broadened the scope. coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973.by expanding the definition of the teens"programs or activities'to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors. whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act. which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation,and certain testing entities(42 U S.C.§§12131-1 2_189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38: The Federal Aviation Administrations Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color, national origin,and sex); Executive Order 12898.Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority, populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance. national origin discrimination includes discrimination because of Limited English proficiency(LEP).To ensure compliance with Title VI.you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and fi0e IX of the Education Amendments of 1972. as amended,which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §l681 et veg.). tgrcement for Pn'fcs on"Ihernroes ,ib prole.siordIiahWV iuretngel Page 9 of