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20-073.00 Avista Corp: Barker/BNSF Grade Separation DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91 F19FCE2765 Utility Construction Agreement Utility Name Work by Utility — LOCAL AGENCY Cost Avista Corporation, d/b/a Utilities Agreement Number Project Title/Location R-43107 Barker Road/BNSF Grade Separation Project State Route Mileposts Spokane Valley, Washington SR From to Estimated Agreement Amount This Utility Construction Agreement is made and entered into between the City of Spokane Valley (LOCAL AGENCY) and the above named Utility; hereinafter referred to individually the "Party" and collectively the "Parties." Recitals 1. The LOCAL AGENCY is planning the construction of the Barker Road/BNSF Grade Separation Project, and in connection therewith, it is necessary to remove and/or relocate and/or construct certain Utility facilities (Work). 2. The LOCAL AGENCY is responsible for the cost of the Work affecting the Utility's facilities located pursuant to a documented ownership of and/or interest in real property, such as an easement, fee title, or court finding of prescriptive right, which is impacted by the LOCAL AGENCY project. 3. The Work shall be defined as all materials, equipment, labor, contract administration and any other effort required to perform the relocation, construction, and/or removal of the Utility's electric, natural gas and/or fiber facilities. For purposes of this Agreement, the Work shall also include the cost of securing necessary easements for the Utility's relocated facilities, and all costs associated with bidding out the Work, if applicable. 4. It is deemed to be in the best public interest for the Utility to perform the relocation, removal, or construction of its facilities. Now, Therefore, pursuant to and in consideration of the terms, conditions, covenants, and performances contained herein, as well as the attached Exhibits which are incorporated and made a part hereof, It Is Mutually Agreed As Follows: 1. Construction, Inspection, and Acceptance 1.1 Program Guide: Utility Relocation and Accommodation on Federal Aid Highway Projects is adopted and made a part of this Agreement as if fully contained herein. 1.2 Betterment: A betterment is any improvement to the Utility's facilities not required by code, regulation, standard industry practice, established Avista standards or any other applicable regulation. 1.3 The Utility shall furnish the labor, materials, equipment, and tools required for and perform the Work in scheduling, permitting, constructing, removing and/or relocating the Utility facilities, in accordance with this Agreement. Page 1 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91 F19FCE2765 1.4 If the Utility is not adequately staffed or equipped to perform all the Work required herein, the Utility may have all or part of this Work done by a contract let by the Utility, as follows: 1.4.1 Before contracting out any Work, the Utility shall obtain written authorization from the LOCAL AGENCY, and the LOCAL AGENCY may require the Utility to advertise and solicit bids for the contract Work. 1.4.2 If the LOCAL AGENCY requires the Work to be advertised and bid, the Utility shall provide a copy of all bid documents to the LOCAL AGENCY seven (7) calendar days prior to the advertisement date for the LOCAL AGENCY comment. 1.4.3 The Utility shall notify the LOCAL AGENCY at least three (3) working days in advance of the location and time of the bid opening so that the LOCAL AGENCY representative may attend the bid opening. 1.4.4 The Utility shall supply a copy of the three lowest bids with itemized bid amounts to the LOCAL AGENCY within seven (7) calendar days of bid opening. 1.4.5 If the Utility elects to use other than the lowest bid contractor, the Utility shall provide written justification to the LOCAL AGENCY for the use of that contractor and bid price. The LOCAL AGENCY shall review the Utility's written justification, and if the LOCAL AGENCY does not agree therewith and the Utility awards the bid to other than the lowest bid contractor, the Utility shall be responsible for the cost difference between the amount of the lowest bid and the amount of the awarded contract. 1.4.6. This Section shall not apply to contract employees who perform work for Avista in the ordinary course of its business. 1.5 If the Utility desires to have the Work performed under an existing contract, the LOCAL AGENCY may require the Utility to provide the LOCAL AGENCY with a copy of the contract for the LOCAL AGENCY's written approval of the contractor and contract charges; provided, however, that this provision shall not apply to contract employees who perform work for the Utility in the ordinary course of its business. . 1.6 The Parties agree that nothing in the LOCAL AGENCY's approval of a Utility contractor or bid shall be for the benefit of the Utility; all such approvals, whether written or verbal, shall be solely for the benefit of the LOCAL AGENCY and shall not establish a contractual relationship among the LOCAL AGENCY, the Utility, and the Utility's contractor. 1.7 All of the Utility's Work, construction procedures, materials, and/or utility installation, as provided under this Agreement, shall be subject to the LOCAL AGENCY inspection for solely the benefit of the LOCAL AGENCY's payment, and/or the LOCAL AGENCY project. The Utility shall promptly notify the LOCAL AGENCY in writing when the Work is completed. The LOCAL AGENCY shall inspect the Work for compliance with the Exhibits attached to this Agreement. The LOCAL AGENCY will notify the Utility in writing of any non-compliance that would impact the LOCAL AGENCY's payment, state highway and/or the LOCAL AGENCY project. The Utility agrees to make the necessary changes to satisfy the LOCAL AGENCY requirements or adjust the invoice. The LOCAL AGENCY's inspection shall not reduce or modify the Utility's responsibility for the Work. 1.8 Upon completion of the Work, the Utility agrees that it shall be solely responsible for all future ownership, operation and maintenance costs of its facilities, without the LOCAL AGENCY liability or expense. Page 2 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 1.9 The Utility's obligations under this Agreement are contingent upon the availability of an outage window that is satisfactory to the Utility up until the time of commencement. In addition, Work shall not begin until all necessary easements and rights-of-way have been secured for the Utility's facilities. The Utility shall endeavor to secure all necessary easements, but shall consult with the LOCAL AGENCY regarding any payments to be made to landowners in connection with the procurement of the same. The cost of acquisition of necessary easements shall be chargeable to the LOCAL AGENCY. In the event that the Utility is unable to secure any necessary easements, the LOCAL AGENCY and the Utility shall meet and mutually agree on other options, including, without limitation, commencement of condemnation proceedings. 1.10 The current estimated Transmission outage window is August 17-28, 2020. This window is subject to change based upon the Utility's operational needs and necessary right-of- way acquisition. 1.11 As a condition of this Agreement, the LOCAL AGENCY confirms that the Transmission and Distribution designs as reflected in Exhibit "B", are satisfactory, and that the outage window specified in Section 1.10, above, is acceptable. Should the LOCAL AGENCY request a change in the design or alignment of the utility relocation, or in the schedule of the Work, the LOCAL AGENCY shall be responsible for all reasonable cost and schedule impacts related to the same. In addition, the LOCAL AGENCY recognizes and agrees that such a change may delay the project beyond the current outage window, in which case rescheduling the Work may be delayed until a new outage window, suitable to the Utility, may be secured. 1.12 The LOCAL AGENCY and the Utility may agree to relocate portions of the Utility's Facilities within the public road right-of-way. Should the LOCAL AGENCY require subsequent relocation of those Facilities, however, such relocation shall be at the sole cost and expense of the LOCAL AGENCY, and without cost to the Utility, irrespective of the terms of any existing Franchise Agreement between the parties. 2. Authority to Begin Work and Work Schedule 2.1 The Utility agrees not to begin Work until the LOCAL AGENCY has provided written notice, authorizing the Utility to begin Work. The LOCAL AGENCY shall not be obligated to reimburse the Utility for any Work performed before the date of notification. The Utility's obligation to commence work is dependent upon the availability of a suitable outage window, as determined by the Utility in its sole discretion. 2.2 Subject to the conditions of this Agreement, the Utility agrees to use its best efforts to avoid a delay to or interfere with the LOCAL AGENCY's contractor in the performance of the LOCAL AGENCY's project. 3. Compliance 3.1 The Utility agrees to comply with all applicable laws, federal requirements (including Buy America and Title VI of the Civil Rights Act per Exhibit C) and environmental requirements of any jurisdictional agency and is responsible for obtaining any necessary environmental permits required in order to perform the Work. 3.2 The Utility agrees to obtain and comply with any other permits from any jurisdictional agency that are required in order for the Utility to perform the Work. Page 3 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 4. Payment 4.1 The LOCAL AGENCY is responsible for the cost of the Work, excluding all betterment work, for the Utility's facilities that are located pursuant to a documented ownership interest in real property, such as an easement, fee title, or court finding of prescriptive right, which are impacted by the LOCAL AGENCY project, as shown in Exhibits A. Exhibit A, Cost Estimate, contains an itemized cost estimate of the LOCAL AGENCY-responsible costs for the Work to be performed by the Utility. 4.2 The LOCAL AGENCY, in consideration of the faithful performance of the Work to be done by the Utility, agrees to reimburse the Utility for the actual direct and related indirect cost of the Work, excluding all betterment work, for which the LOCAL AGENCY is responsible as defined in Exhibit A. The Utility agrees to invoice the LOCAL AGENCY and provide supporting documentation for all charges, and the LOCAL AGENCY agrees to pay the Utility within thirty (30) days of receipt of an invoice. Payments shall not be more frequent than one per month. A partial payment will not constitute agreement as to the appropriateness of any item and that, at the time of final invoice, the Parties will resolve any discrepancies. 4.3 The Utility shall submit a final invoice to the LOCAL AGENCY within ninety (90) calendar days following completion of the Work. In the event that the final invoice reveals an overpayment to the Utility, the Utility agrees to refund such overpayment to the LOCAL AGENCY within thirty (30) days. 5. Change in Work or Cost Increase 5.1 The LOCAL AGENCY agrees that the amount shown in Exhibit A may not reflect the actual costs of the Work. Should the Utility determine that the Work costs for which the LOCAL AGENCY is responsible might exceed the cost estimate by more than ten (10) percent, the Utility shall immediately notify the LOCAL AGENCY before performing any Work in excess of the Exhibit A estimate plus the additional percentage. The LOCAL AGENCY and the Utility will, if necessary, amend Exhibit A to revise the cost estimate before the Utility incurs costs above the amount shown in Exhibit A plus the additional percentage. 5.2 Should it be necessary to modify the Scope of the Work, the Utility agrees to immediately notify the LOCAL AGENCY of all proposed changes, and the LOCAL AGENCY agrees to provide written notice of its acceptance or rejection of the change(s), in writing, within ten (10) working days. 6. Franchise, Permit or Easement 6.1 Upon completion of the Work covered under this Agreement, the Utility agrees to prepare, execute and deliver to the LOCAL AGENCY a quit claim deed for all existing easements, fee title, or court finding of prescriptive right, which are no longer necessary for the Utility's facilities and which may be vacated as a result of the relocation of Utility facilities 6.2 Both parties recognize and agree that the parties' ability or inability to obtain satisfactory easements as provided for in Section 1 may impact the schedule for the Work. 7. Right-of-Entry 7.1 Subject to the Utility obtaining all required permits and meeting any other requirements for Work conducted within the publicly owned right-of-way, the LOCAL AGENCY hereby grants the Utility a right-of-entry upon all land in which the LOCAL AGENCY has interest for the purpose of performing the Work. Upon completion of the Work, this right-of-entry shall terminate except as otherwise provided in Section 6. 7.2 The Utility agrees to comply with applicable requirements concerning entry onto state- owned rights-of-way. Page 4 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 8. General Provisions 8.1 Indemnification:The Parties shall indemnify and hold each other and each of their respective agents, employees, and/or officers from and shall process and defend at their own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages (both to persons and/or property), or costs, of whatsoever kind or nature, brought against the Indemnified Party and its agents, employees and/or officers, arising out of or alleging negligence on the party of the Indemnifying Party. If and to the extent that such claims are caused by or result from the concurrent negligence of (a) the Utility and (b) the LOCAL AGENCY, its agents, employees, and/or officers, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid and enforceable only to the extent of the intentional or negligent acts or omissions of the Indemnifying Party, and Provided further, that nothing herein shall require the Indemnifying Party to hold harmless or defend the Indemnified Party, its agents, employees, and/or officers from any claims arising from the sole negligence of the Indemnified Party, its agents, employees, and/or officers. This indemnification shall survive any termination of this Agreement. 8.2 Disputes: If a dispute occurs between the Utility and the LOCAL AGENCY at any time during the prosecution of the Work, the Parties agree to negotiate at the management level to resolve any issues. Should such negotiations fail to produce a satisfactory resolution, the Parties agree to enter into mediation before proceeding to any other legal remedy. Each Party shall be responsible for its own fees and costs. The Parties agree to equally share the cost of a mediator. 8.3 Venue: 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 agree that any such action or proceedings shall be brought in the superior court situated in Spokane County, Washington unless filing in another county is required under any provision of the Revised Code of Washington. Further, the Parties agree that each shall be responsible for its own attorneys' fees and costs. 8.4 Termination: 8.4.1 The Utility understands that the LOCAL AGENCY retains the right to terminate this Agreement for convenience upon thirty (30) calendar days written notice to the Utility. In the event that the LOCAL AGENCY exercises this termination right, the LOCAL AGENCY will reimburse the Utility for all allowable costs under this Agreement incurred prior to the date of termination, including the costs of materials procured for use in the project through the date of termination, unless the Utility determines, in its discretion, that said materials can be deployed to other projects. 8.4.2 In the event funding for the Work is withdrawn, reduced, or limited in any way after the execution date of this Agreement and prior to normal completion, the LOCAL AGENCY may terminate the Agreement upon less than the thirty(30) calendar day notice requirement in section 8.4.1, subject to renegotiation at the LOCAL AGENCY's sole option pursuant to the revised funding limitations and conditions. In the event that the LOCAL AGENCY exercises this termination right, the LOCAL AGENCY will reimburse the Utility for all allowable costs under this Agreement incurred prior to the date of termination, including the costs of materials procured for use in the project through the date of termination, unless the Utility determines, in its discretion, that said materials can be deployed to other projects. 8.5 Amendments: This Agreement may be amended by the mutual agreement of the Parties. Such amendments or modifications shall not be binding unless put in writing and signed by persons authorized to bind each of the Parties. Page 5 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 8.6 Independent Contractor: Both Parties shall be deemed independent contractors for all purposes, and the employees of each Party and any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be the employees of the other Party. 8.7 Audit and Records: During the progress of the Work and for a period of not less than six (6) years from the date of final payment. The Utility shall maintain the records and accounts pertaining to the Work and shall make them available during normal business hours and as often as necessary, for inspection and audit by the LOCAL AGENCY, State of Washington, and/or Federal Government and copies of all records, accounts, documents or other data pertaining to the Work will be furnished upon request. The requesting Party shall pay the cost of copies produced. If any litigation, claim or audit is commenced, the records and accounts along with supporting documentation shall be retained until any litigation, claim or audit finding has been resolved even though such litigation, claim or audit continues past the six-year retention period. 8.8 Working Days: Working days for this Agreement are defined as Monday through Friday, excluding Washington State holidays per RCW 1.16.050. In Witness Whereof, the Parties hereto have executed this Agreement as of the day and year last written below. Local Agency Utility By: raftL aute,_ By:C �4g377AA050BFEAFE Printec>S: 1 rknc�, Printed: Heather Rosentrater Title: �, j Title: Senior Vice President, Energy �Q 1€— Delivery Date: v Date: i 2:46 PM PDT Page 6 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91 F19FCE2765 EXHIBIT A TRANSMISSION PROJECT COST ESTIMATE (Material & Construction Estimate): Materials: (3) Self Supporting Steel Structures @ $50,000 each $150,000 (2) Direct Embed Steel Poles @ $8,000 each $16,000 (9)Post Insulators with Clamps @ $1000 each $9,000 (21) Toughened Glass Insulators with Clamps @$150 $3,150 each 3000ft. "Drake"ACSS Conductor @ $3.00/ft. $9,000 Miscellaneous Materials (lump sum) $15,000 TOTAL MATERIALS: $202,150 Construction: (3)Drilled Pier Foundations @ $50,000 each $150,000 (2)Direct Embed Foundations @ $10,000 $20,000 Construction Materials (lump sum) $25,000 Traffic Control (lump sum) $5,000 TOTAL CONSTRUCTION: $200,000 Construction Labor: Structures: (15) Crew-Days @ $5,000/day $75,000 TOTAL CONSTRUCTION LABOR: $75,000 Totals: TOTAL (Materials and Construction): $477,150 TOTAL (Taxes, A&G, and PM @ 20%): $95,800 TOTAL COST: $572,950 Note: Any salvage value associated with the material removed from the existing Transmission lines will be credited back to the job. ELECTRIC DISTRIBUTION PROJECT ESTIMATE: $102,438.82 FIBER RELOCATION PROJECT ESTIMATE: $60,000.00 (See Exhibit B-3) NATURAL GAS RELOCATION PROJECT ESTIMATE: $13,603.81 TOTAL COST ESTIMATE: $748,992.63 Page 7 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 EXHIBIT B B-1: ELECTRIC TRANSMISSION RELOCATION DESIGN ,.... . . .„ 111111115f7 . . , . . , .... .. , .:- . t ' - ' .' . .. . • r e...W" l *: , • '..' ., ''' / - 12/5.,"" _.... 714, i'... ,..•;" a ;:',.:FC' , . , ),. , t": %,,,,,.. — • . . :`,..,1 r. . .. b.:',..... 11 r. -, .. ..--,.. ..:-..-. 4. ft 1:117. , *".;Pte'•,-; , , ,,•11 • i ..:. * . ...f . ' P . -r '1.11 '''. '1:11-: 1 r . L4 1 ' ' r . _. . . _ .. . ......., , , ... .._. , , ,.: ,.. . ... r---- .,-..i.:- ,. 11 ! . 2' -•;p.''',..-7,_r.f.,...41.1. . i %11 . .1" . • r r., ow: ..... - 12/9 ._. _ - ,,,-..- --.. ' MP _ Page 8 of 11 DocuSign Envelope ID:3A6EC10D-F398-49C3-9842-91F19FCE2765 B-2: ELECTRIC DISTRIBUTION RELOCATION DESIGN '',* ...,„,,, --2% ,t.. .•-_ ___ 0 - - ..-^""' E 4R<Fn- ,,'---d'°'' 15155 /1.1,‘ET 0 wOOFNEk L 1.5 , ti —MI G9,-,, .0...........- , t ES7 1 1 *11 A.r.,, .,.•..--.:/'.'- '4-"-' 3-Sal 416 _-,-- I I C 0\ 3C-30944 --, r I L 1000,z,.26/4 1 , I I 1 1 ' ' I I " OM I I I 0Sec:o_r 1 1, all I 4 •-I A I ' C \1111 I I ILI I Mill' 1 1 I i 1 . 1 Itr' 411'in i 1 \vt 1 I k If ts _ _ . . 4 1 . Oilie .,,.'4Wink • .,. - 4 _ ,.. 411dt A Distribution Relocation Cost Estimate: $102,438.82 (Does not include costs of illumination Service) Page 9 of 11 0 0 o m Co m 7 CD CC7 0 73 �l�- CN m r �. n' r O c C D 0 / F �. n CO W v % n > > g n , c a C • o a T �I m A. �.S. R n = c t, c r' 7C = m i . a s F a F. tag >� 4) x U > p " CliZ n F ti / n n • r C v S .t u u R n < a .- P. 3 U 1111 "13 Cil Qo S" N � coco 111 3 O n4 z o QSAQ� QPQ nti 6 e' ; ZS 25 ZS �; o ft a p G o 'd C) g �a _0 8 88 8888888 f388 C4 rn N l tin 3 rn CD o ( i �°:_ 88888 88 8RR8888 8888 o l 1 =n c c —• a 1• �1 N T \ ! oo2 A0yz1 g II ovig A /1 sg ga c 1 in r .! 3 r N e 3g ff i ). C C r T) i N m 2 c T 4 i Q t 1 S z 0 0 o c W. m' z m z CD oGoN ti tt tll 11 T j =S1 07 go ce A COCD Co o N 1 dco B W) i M TO i ii -,I SD n CO 1' -11 Q,n V. N MX" ail { «i t \ " ,..r.4.4 4.11114 ;r DocuSign Envelope ID.3A6EC10D-F398-49C3-9842-91 F19FCE2765 Exhibit C—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement,the Utility,for itself,its assignees, and successors in interest (hereinafter referred to as the"Utility")agrees as follows: 1. Compliance with Regulations:The Utility 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 U.S. 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 Utility,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 Utility 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 Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding,or negotiation made by the Utility 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 Utility of the Utility'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 Utility shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts,other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Utility is in the exclusive possession of another who fails or refuses to furnish the information,the Utility 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 Utility'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 Utility under the Agreement until the Utility complies;and/or b.cancelling,terminating,or suspending the Agreement,in whole or in part. 6. Incorporation of Provisions:The Utility 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 Utility shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided,that if the Utility becomes involved in,or is threatened with litigation by a subcontractor or supplier because of such direction,the Utility may request that the City enter into any litigation to protect the interests of the City. In addition, the Utility 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 Utility agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Agreement for Professional Services(with professional liability coverage) Page 1 of 2 DocuSign Envelope ID.3A6EC10D-F398-49C3-9842-91 F19FCE2765 Exhibit C 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 property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et 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 et seq.),(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, (PL 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 terms "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.§§12131-12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's 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 Title 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. §1681 et seq.). Agreement for Professional Services(with professional liability coverage) Page 2 of 2