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22-085.00 Varela & Associates: Buckeye Sewer Extension Project
Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 22-085 Firm/Organization Legal Name (do not use dba's): Varela and Associates, Inc. Address Federal Aid Number 601 W. Mallon Ave., Suite A SLT-4977 UBI Number Federal TIN 601078972 REDACTED Execution Date Completion Date kAaia-1 (A30a 12/31/2022 1099 Form Reed Federal Participation ❑ Yes WrNo leYes ❑ No Project Title Construction Management for Buckeye Ave. Sewer Extension Project #343 Description of Work Construction Phase Services including: • Construction Management • Resident Project Representative This document contains confidential tax information and • Material Testing has been redacted pursuant to RCW 82.32.330. • Archaeological Monitoring You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. ❑ Yes FeNo DBE Participation Maximum Amount Payable: $77,925.00 ❑ Yes RtNo MBE Participation ❑ Yes No WBE Participation ❑ Yes No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B Not Used Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 1 of 34 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Spokane Valley, hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in"Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES;and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. Ill. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT,any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 2 of 34 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, shall provide the amounts paid to all firms (including Prime) involved with this AGREEMENT. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files,prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit"C —Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i) certified mail,return receipt requested, or(ii)by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Robert Lochmiller Name: Jeff Moran Agency: City of Spokane Valley Agency: Varela&Associates Inc.dba Varela Engineering&Management Address: 10210 E. Sprague Ave. Address: 601 W. Mallon, Suite A Spokane Valley, WA 99206 Spokane,WA 99201 Email: rochmiller@spokanevalley.org Email:jsmoran@varela-engr.com Phone: 509-720-5010 Phone: 509-328-6066 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 3 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT's fiscal year end(FYE)date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E"will remain in effect for the twelve(12)month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12) month period. The fee as identified in Exhibits "D" and"E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fee. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 4 of 14 A. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. B. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D. 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 SERVICES 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) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6)years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives and/or at the request of the AGENCY's Project Manager. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 5 of 14 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a fmal written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage,brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Treasury Department or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 6 of 14 VIII. Nondiscrimination and Other Federal Requirements A. During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors, and successors in interest agrees to comply with the requirements applicable with the federal funding source for this AGREEMENT as set forth herein and in Exhibit B: Additional Federal Requirements B. During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a) and Treasury's Implementing regulations at 31 C.F.R. part 22,which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42U.S.C. Chapter 126 § 12101 et. seq.) • RCW 49.60.180 • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) and Treasury's Implementing regulations at 31 C.F.R. part 23, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT and shall include the attached Exhibit "F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten(10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 7 of 14 this section. If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." Xl. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 8 of 14 The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor's failure to perform its work in Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 9 of 14 accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00)in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto" (Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the Ms shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14) days of the execution of this AGREEMENT to: Name: Christine Bainbridge Agency: City of Spokane Valley Address: 10210 E. Sprague Ave Spokane Valley, WA 99206 Email: cbainbridgeaspokanevalley.org No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third part, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 10 of 14 A. The AGENCY may at any time,by written order,make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes"clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Treasury Office of Inspector General and the Government Accountability Office or their authorized representative shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, and Exhibit "G-2" Certification Regarding Suspension, Debarment, Ineligibility or Voluntary Exclusion. These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 11 of 14 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained, and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include,but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub- consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six(6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped,recorded, written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 13 of 14 For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and/or modified The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one(1) of this AGREEMENT. fr 477 5/23/2022 Signature Date 5- 27- L2 Si ature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 14 of 14 Exhibit A Scope of Work Project No. 343 Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection EXHIBIT A SCOPE OF WORK— Buckeye Sewer Extension Project City of Spokane Valley Capital Improvement Project No. 0343 Spokane County Public Works Sanitary Sewer Project No. 0234C In conjunction with Spokane County,the City of Spokane Valley(Owner) plans to improve Buckeye Avenue and extend sewer services from the 19200 block of Buckeye to the 19400 block of Buckeye. The project includes clearing and grubbing; grading; roadway excavation; HMA paving and other related work, along 700 ft of Buckeye Ave. designed by the Owner; 650 If of 10-inch sewer main; two 48-inch diameter manholes; multiple 4-inch through 8-inch service laterals designed by Spokane County(SpoCo). The purpose of this scope of services is for Varela Engineering & Management (Engineer) to provide Construction Phase Services including: • Construction Administration • Resident Project Representative • Material testing • Archaeological Monitoring The Owner shall perform bidding services, contract administration, process agreements, insurance and bonds, issue Notice of Award, process payments, perform labor compliance, project closeout and retainage release. The project is anticipated to be constructed between May and July of 2022 with a construction contract duration of 20 working days. If the project is delayed or extended by the Owner, scope and fee may be renegotiated at that time. TASK 1: Construction Administration General Administration of the Construcion Contract: Consult with the Owner and act as the Owner's representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified, except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. Responsibilities include: • Prepare for, attend and document the Pre-Construction Conference • Receive,review,and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. • Review submittals for conformance with the plans and specifications • Review and respond to RFI's • Prepare and process Change Order's,submit to the Owner for execution • Prepare periodic payment request's and submit to the Owner for execution • Prepare for, direct and document weekly construction meetings Tasks and responsibilities are further defined in Attachment 1. TASK 2: Resident Project Representative Provide the services of a Resident Project Representative (RPR) at the Site to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Attachment 2. The furnishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Attachment 2. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-1 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection TASK 3: Material Testing Field and laboratory material testing shall be as set forth in Attachment 3, generally including: • Obtaining and delivering material samples to independent testing laboratory including native backfill, imported base course and HMA pavement • Laboratory testing of native backfill, imported base course and HMA pavement • Field compaction testing of native backfill material, base course and HMA pavement TASK 4: Archaeological Monitoring A qualified subconsultant shall perform field archeological monitoring of the construction during pipe trench excavation activities as recommended in the "Cultural Resource Survey for the Buckeye to East City Limits, Donwood, and Flora to Tschirley Sewer Improvements project", dated December 2021 and prepared for Spokane County by Plateau Archaeological Investigations, LLC and as set forth in Attachment 4. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-2 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection Attachment 1 General Administration of Construction Contract 1. Pre-Construction Conference: Participate in a Pre-Construction Conference prior to commencement of Work at the Site. 2. Schedules: Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer,including the Progress Schedule,Schedule of Submittals,and Schedule of Values. 3. Baselines and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer's judgment are necessary to enable Contractor to proceed. 4. Visits to Site and Observation of Construction: In connection with observations of Contractor's Work while it is in progress: A. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary,to observe as an experienced and qualified design professional the progress of Contractor's executed Work. Such visits and observations by Engineer, and the Resident Project Representative,if any,are not intended to be exhaustive or to extend to every aspect of Contractor's Work in progress or to involve detailed inspections of Contractor's Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents,but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment, as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents,and Engineer shall keep Owner informed of the progress of the Work. B. The purpose of Engineer's visits to,and representation by the Resident Project Representative,if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an experienced and qualified design professional,to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor's Work in progress, supervise, direct,or have control over Contractor's Work,nor shall Engineer have authority over or responsibility for the means, methods,techniques, sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor's Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish or perform the Work in accordance with the Contract Documents. 5. Defective Work: Reject Work if,on the basis of Engineer's observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b)will not produce a completed Project that conforms to the Contract Documents, or(c) will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. "Reject Work"shall mean informing the Contractor that such work does not conform to the requirements of the Contract Documents. 6. Clarifications and Interpretations: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering&Management Page A-3 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection Subject to any limitations in the Contract Documents,Engineer may issue Minor Change's authorizing minor variations in the Work from the requirements of the Contract Documents. 7. Change Orders: Recommend change orders to Owner, as appropriate, and prepare change orders as required. 8. Shop Drawings and Samples: Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. 9. Substitutes and `or-equal": Evaluate and determine the acceptability of substitute or"or-equal" materials and equipment proposed by Contractor. 10. Inspections and Tests: Require such special inspections or tests of Contractor's work as deemed reasonably necessary,and receive and review all certificates of inspections,tests,and approvals required by Laws and Regulations or the Contract Documents. Engineer's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 11. Disagreements between Owner and Contractor: Render formal written decisions on all duly submitted issues relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor's Work; review each duly submitted Claim by Owner or Contractor, and in writing either deny such Claim in whole or in part,approve such Claim,or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 12. Applications for Payment Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: A. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the Work is generally in accordance with the Contract Documents(subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion,to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of Contractor's Work(subject to any subsequent adjustments allowed by the Contract Documents). B. By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-4 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor's Work in progress or for the means, methods,techniques, sequences, or procedures of construction or safety precautions or programs incident thereto,or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims,security interests,or encumbrances,or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 13. Contractor's Completion Documents: Receive,review,and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under the following paragraph,and transmit the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in the following paragraph. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. 14. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use,in company with Owner and Contractor,visit the Project to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor or similar type notice as provided in the Contract Documents. 15. Final Notice of Acceptability of the Work: Conduct a final visit to the Project to determine if the completed Work of Contractor is acceptable so that Engineer may recommend,in writing,final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form specified in the Contract Documents that the Work is acceptable (subject to the provisions of Paragraph 12)to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. 16. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. 17. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work,during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A- 5 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection Attachment 2 Resident Project Representative Duties, responsibilities,and authority of the Resident Project Representative are as follows: 1. Engineer shall furnish a Resident Project Representative ("RPR")to assist Engineer in observing progress and quality of the Work. The RPR may provide full time representation or may provide representation to a lesser degree. 2. Through RPR's observations of Contractor's work in progress and field checks of materials and equipment, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not,during such RPR field checks or as a result of such RPR observations of Contractor's work in progress, supervise, direct, or have control over Contractor's Work, nor shall Engineer (including the RPR) have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor,for security or safety at the Site,for safety precautions and programs incident to any contractor's work in progress,or for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's performing and furnishing of its work. The Engineer (including RPR) neither guarantee the performances of any contractor nor assumes responsibility for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific terms set forth in Paragraph A1.05 of Exhibit A of the Agreement are applicable. 3. The duties and responsibilities of the RPR are generally as follows.The specific duties and responsibilities of the RPR or other Engineer staff may include tasks not listed below,and not all of the tasks listed below may be required for this project. Some of the below listed tasks may be accomplished by other Engineer staff. A. General: RPR is Engineer's representative at the Site,will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with Engineer and Contractor. RPR's dealings with Subcontractors shall generally be through or with the knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. B. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with Engineer concerning acceptability. C. Conferences and Meetings: Attend meetings with Contractor,such as preconstruction conferences, progress meetings,and other project-related meetings, and prepare and circulate copies of minutes thereof. D. Liaison: a) Serve as Engineer's liaison with Contractor. Working principally through Contractor's authorized representative or designee, assist in providing information regarding the intent of the Contract Documents. b) Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-site operations. c) Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-6 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection E. Interpretation of Contract Documents: Report to Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Engineer. F. Shop Drawings and Samples: a) Record date of receipt of Samples and approved Shop Drawings. b) Receive Samples which are furnished at the Site by Contractor,and notify Engineer of availability of Samples for examination. c) Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Engineer. G. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report such suggestions, together with RPR's recommendations, to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. H. Review of Work and Rejection of Defective Work: a) Conduct on-site observations of Contractor's work in progress to assist Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. b) Report to Engineer whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Engineer of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation,or requires special testing,inspection,or approval. I. Inspections, Tests, and System Start-ups: a) Consult with Engineer in advance of scheduled inspections,tests,and systems start-ups. b) Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner's personnel, and that Contractor maintains adequate records thereof. c) Observe, record, and report to Engineer appropriate details relative to the test procedures and systems start-ups. d) Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections,and report to Engineer. J. Records: a) Maintain (at the Site if Engineer has a field office)orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all change orders, field orders, work change directives, addenda, additional Drawings issued subsequent to the execution of the Construction Contract, Engineer's clarifications and interpretations of the Contract Documents,progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor,and other Project-related documents. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering&Management Page A-7 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection b) Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of change orders, field orders, work change directives,or changed conditions,Site visitors,daily activities,decisions,observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. c) Record names, addresses, fax numbers, e-mail addresses, web site locations, and telephone numbers of all Contractors,Subcontractors,and major Suppliers of materials and equipment. d) Maintain records for use in preparing Project documentation. e) Upon completion of the Work,furnish original set of all RPR Project documentation to Engineer. K. Reports: a) Furnish to Engineer periodic oral or written reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b) Draft and recommend to Engineer proposed change orders, work change directives, and field orders. Obtain backup material from Contractor. c) Furnish to Engineer and keep available to Owner copies of all inspections,test,and system start- up reports. d) Immediately notify Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, damage to property by fire or other causes, or the discovery of any Constituent of Concern. L. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. M. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. N. Completion: a) Participate in visits to the Project to determine Substantial Completion,assist in the determination of Substantial Completion and the preparation of lists of items to be completed or corrected. b) Participate in a final visit to the Project in the company of Engineer, Owner, and Contractor, and prepare a final list of items to be completed and deficiencies to be remedied. c) Observe whether all items on the final list have been completed or corrected and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work. 4. Resident Project Representative shall not have the authority to: 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-8 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection A. Except as may be approved or directed by the Engineer, authorize any deviation from the Contract Documents or substitution of materials or equipment(including"or-equal" items). B. Exceed limitations of Engineer's authority as set forth in this Agreement. C. Undertake any of the responsibilities of Contractor,Subcontractors or Suppliers. D. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques,sequences or procedures of Contractor's work. E. Advise on,issue directions regarding,or assume control over security or safety practices,precautions, and programs in connection with the activities or operations of Owner or Contractor. F. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. G. Accept shop drawing or sample submittals from anyone other than Contractor. H. Authorize Owner to occupy the Project in whole or in part. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering&Management Page A-9 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection Attachment 3 Material Testing Prime Consultant:Varela Engineering and Management Native Backfill • Field collection of single representative sample of native material during first day of trench excavation • Transport to testing laboratory • Field nuclear densometer testing of native material used for trench backfill, minimum one test per approximate 100 cy of trench backfill to confirm minimum compaction requirements are met • Field nuclear densometer testing of native material used for subgrade preparation, minimum one test per lane per 100 ft length of roadway to confirm minimum compaction requirements are met Sub-Consultant: Budinger&Associates Native Backfill • Laboratory Modified Proctor testing of native material provided by Varela Engineering & Management to determine maximum density • Field collection and laboratory Modified Proctor testing of crushed base course material to determine theoretical maximum density • Field nuclear densometer testing of crushed surfacing, minimum one test per lane per 100 ft length of roadway to confirm minimum compaction requirements are met • Field collection of single HMA sample from first truck onsite and transport to laboratory for testing • Laboratory testing of HMA sample to include Theoretical Maximum (Rice Density) and Oil Content/Sieve Analysis • Field nuclear densometer testing of HMA, minimum 1 test per lane per 100 ft of roadway to confirm minimum compaction requirements are met Assumptions are as follows: • Trench backfill and subgrade compaction to be performed by Varela RPR • Crushed surfacing and HMA compaction to be performed by Budinger personnel and assumes three total days of on-site field work with contingency for an additional day If compaction of crushed surfacing and/or HMA paving extends beyond the time periods shown above additional compensation may be negotiated. 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-10 City of Spokane Valley— Buckeye Road Sewer Extension Capital Improvements Project No.: 343 Construction Management and Inspection Attachment 4 Archaeological Monitoring Sub-Consultant: Plateau Archaeological Investigations LLC This task includes the following work: - Field monitoring of excavations and ground disturbing activities by a professional archaeologist - Preparation of a report documenting the field monitoring as well as any discoveries - Submission of report to the lead agency and Dept. of Archaeology and Historic Preservation(DAHP) Assumptions are as follows: - Per the Cultural Resource Survey prepared for this project by Spokane County, all excavations and ground disturbing activities within 1,200 feet of the river require onsite archaeological monitoring - Such excavations and ground disturbing activities are anticipated to occur and be completed within the first 10 working days of the project - Report of monitoring and findings is required at the conclusion of the project for submittal to the Agency and DAHP 147-03 Buckeye Swr Ext Scope of Ser.(04-22) Varela Engineering& Management Page A-11 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files N/A Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 D. Specify the Agency's Right to Review Product with the Consultant Agency retains ownership of all electronic files created. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic copies of the following files: • Inspector Daily Reports • Submittals • Monthly Pay Estimates • Preconstruction Conference Record • Weekly Construction Meeting Minutes • Substantial Completion Notice • Final Completion Notice • Change Orders • Field Orders • RFI's • Notice to Proceed • Punch List F. Specify What Agency Furnished Services and Information Is to Be Provided •Processing of contractor insurance,bonds and agreements •Issue notice of award •Certified payrolls and labor compliance •Process closeout documentation •Release of retainage •Process& issue monthly and final payments to contractor. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 IL Any Other Electronic Files to Be Provided None M. Methods to Electronically Exchange Data Email or thumb drive Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 A. Agency Software Suite • Microsoft Word • Microsoft Excel • Adobe PDF B. Electronic Messaging System Email C. File Transfers Format .doc .xlsx .pdf Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit D Prime Consultant Cost Computations Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the page(s) entitled "Exhibit D / Prime Consultant Cost Computations" of a contract document which sets forth the rates charged by the contracting entity. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 720-5000 or visit our website at www.spokanevalley.org to complete a Public Record Request to receive a copy of this record. DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the page(s) entitled "Exhibit D / Hourly Rate Schedule" of a contract document which sets forth the rates charged by the contracting entity. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 720-5000 or visit our website at www.spokanevalley.org to complete a Public Record Request to receive a copy of this record. Exhibit E Sub-consultant Cost Computations If no sub-consultant participation listed at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting" of this AGREEMENT. Budinger&Associates $4,020.00 Plateau Archaeological Investigation LLS $14,685.00 Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit F - Title VI Assurances Civil Rights Certification Form The funds provided to CONSULTANT are available under section 603 of the Social Security Act, as added by section 9901 of the American Rescue Plan Act. CONSULTANT understands and acknowledges that: As a condition of receipt of federal financial assistance from the Department of the Treasury, with monies distributed through the City of Spokane Valley, CONSULTANT provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to CONSULTANT, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of CONSULTANT's program(s) and activity(ies), so long as any portion of CONSULTANT's program(s) or activity(ies) is federally assisted in the manner prescribed above. CONSULTANT certifies the following: 1. CONSULTANT will ensure its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents. 2. CONSULTANT acknowledges that Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency," seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). CONSULTANT understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly, CONSULTANT shall initiate reasonable steps, or comply with the Department of the Treasury's directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. CONSULTANT understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in CONSULTANT's programs, services, and activities. 3. CONSULTANT will agree to consider the need for language services for LEP persons when CONSULTANT develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov. 4. CONSULTANT acknowledges and agrees that compliance with the assurances constitutes a requirement of receipt of federal financial assistance and will be binding upon CONSULTANT and its successors, transferees, and assignees for the period in which such assistance is provided. 5. CONSULTANT shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, which will be incorporated by reference and made a part of the Agreement (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, and will be incorporated by reference and made a part of the contract or agreement. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 6. CONSULTANT understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates CONSULTANT, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the CONSULTANT for the period during which it retains ownership or possession of the property. 7. CONSULTANT will agree to cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. CONSULTANT shall comply with information requests, on-site compliance reviews and reporting requirements. 8. CONSULTANT will agree to maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. CONSULTANT also must inform the Department of the Treasury if CONSULTANT has received no complaints under Title VI. 9. CONSULTANT must agree to provide documentation of an administrative agency's or court's findings of non- compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the CONSULTANT and the administrative agency that made the finding. If CONSULTANT settles a case or matter alleging such discrimination, CONSULTANT must agree to provide documentation of the settlement. If CONSULTANT has not been the subject of any court or administrative agency finding of discrimination, please so state. 10. CONSULTANT has has not participated in a previous Agreement or subcontract subject to Executive Order 11246 of September 24, 1965 (regarding equal employment opportunity) or a preceding similar Executive Order. CONSULTANT agrees to comply with all the provisions of this Executive Order and the rules, regulations and relevant orders of the Secretary of Labor. (60-1.4(b)(4)) 11. The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law. I hereby certify that I have read and understood the obligations described above, that CONSULTANT is in compliance with the above-described nondiscrimination requirements, and by my signature on this document, acknowledge my understanding that any intentional or negligent misrepresentation or falsification of any information submitted in conjunction with this document could subject me to punishment under federal, civil liability and/or in criminal penalties, including but not limited to fine or imprisonment or both under Title 18, United States Code, Sec. 1001, et seq. and punishment under federal law. Jesse Cowger ::a5e ed N re resident 5/23/2022 Title Date Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of the City of Spokane Valley Exhibit G-2 Certification Regarding Suspension, Debarment, Ineligibility or Voluntary Exclusion Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Varela & Associates, Inc. dba Varela Engineering & Management whose address is 601 W. Mallon Ave., Suite A and that neither the above firm nor I have a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT)any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Spokane Valley and made available to the U.S. Treasury Department 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. Varela & Associates, Inc. dba Varela Engineering & Management Consultant(Firm Name) 5/23/2022 Signature(Aut rized Official of onsultant) Date Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G-1(b) Certification of the City of Spokane Valley I hereby certify that I am the City Manager of the City of Spokane Valley, and Varela & Associates, Inc. dba Varela Engineering & Management 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;o b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the City of Spokane Valley and made available to the U.S. Treasury Department 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. ` f- 27-2z Sig ature Date Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G-2 Certification Regarding Suspension, Debarment, Ineligibility of Voluntary Exclusion The CONSULTANT certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the CONSULTANT is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. The CONSULTANT shall provide immediate written notice to the City if at any time the CONSULTANT learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the City for assistance in obtaining a copy of those regulations. The CONSULTANT shall agree that it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. The CONSULTANT further agrees by signing the Agreement if selected, that it will include this clause titled "Certification Regarding Suspension, Debarment, Ineligibility Or Voluntary Exclusion" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. Pursuant to 2 CFR 180.330, the CONSULTANT is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. CONSULTANT acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of a funding agreement, or pursuance of legal remedies, including suspension and debarment. CONSULTANT shall agree to keep proof in its agreement file, that it, and all lower tier recipients or Consultants, are not suspended or debarred, and will make this proof available to the City upon request. CONSULTANT must run a search in http://www.sam.gov/and print a copy of completed searches to document proof of compliance. Varela & Associates, Inc. dba Varela Engineering & Management Consultant(Firm Name) 5/23/2022 Signature(Au rized Official onsultant) Date Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to$ 3,000,000. The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ 2,000,000. Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has 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). (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 error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives,negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place.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 theirlegal counsel, is not able to reach mutual agreement with the consultant, the agency and consultant may seek settlement by arbitration or by litigation. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) total a $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 theAgency'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 Agency project manager, Director of Public Works or Agency Engineer, agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 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 associate with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). 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 Local Agency A&E Professional Services Agreement Number 22-085 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 �....41 VAREENG-01 CRESTA A��R� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 2/28/2022 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 PRODUCER NAME: Hub International Northwest LLC PA/C,No,Eat):(509)747-3121 I(A/C PO Box 3144 ,No):(509)623-1073 Spokane,WA 99220 E-MAIL E-MAILADDRESS:nowspkinfo@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Valley Forge Insurance Company 20508 INSURED INSURER B:Continental Casualty Company 20443 Varela&Associates,Inc. INSURER C:Beazley America Insurance Company, Inc. 16510 601 W Mallon Ste A INSURER D: Spokane,WA 99201 INSURER E: INSURER F: 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. INSR TYPE OF INSURANCE ADDL SUBR W POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD VD ,(MMIDD/YYYYI (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 4031242461 12/18/2021 12/18/2022 DAMAGE TO RENTED 300,000 X X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA Stop Gap $ 1,000,000 A • COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY (Ea accidentl $ _ ANY AUTO X X 4031242461 12/18/2021 12/18/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X NON-OWNEDUUS (Per accidentDAMAGE $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE X x 4031242508 12/18/2021 12/18/2022 AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ • WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT $ PROPRIETOR/PARTNER/EXECUTIVE N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ •C Professional Liabili C23400210401 6/1/2021 6/1/2022 Per Claim 3,000,000 C Professional Liabili C23400210401 6/1/2021 6/1/2022 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Where required by written contract,City of Spokane Valley,its officers and employees are Additional Insureds as repects to General Liability,Auto Liability and Umbrella,as required by written contract. Coverages are Primary and Non-Contributory and Waiver Of Subrogation applies to General Liability,Auto Liability and Umbrella.30 Day Notice of Cancellation Included.Workers Compensation for client is Washington Stop Gap coverage,which is listed on General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Avenue Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE i ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SB146968B CNA (Ed. 6-16) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury"or"property damage"; or b. Offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage co B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury", "property damage° or'personal and advertising injury"caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or C. "Your work° that is specified In the written contract or written agreement, but only for °bodily injury° or °property damage° included in the 'products-completed operations hazard", and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to,the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to 'bodily injury", 'property damage" or 'personal and advertising Injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager;or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B(6-16) Page 1 of 2 Copyright,CNA All Rights Reserved. B CNA SB(Ed. 6-6) 4. The insurance provided to the additional insured does not apply to °bodily injury°, 'property damage° or °personal and advertising injury° arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or'suit° under this insurance; 2. Tender the defense and indemnity of any claim or°suit°to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2.below: a. Tender the defense and indemnity of any claim or °suit° to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or suit from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2.and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any suit If any other Insurer has a duty to defend the additional insured against that 'suit° If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insureds rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2.and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and Included within the 'products-completed operations hazard.° All other terms and conditions of the Policy remain unchanged. SB146968B (6-16) Page 2 of 2 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of"written contract," II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates.Legal Representatives and Spouses D. Legal Liability—Damage to Premises 0 0 E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising lniury—Broadened Eviction G. Waiver of Subrogation-Blanket $ I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a°written contract° to provide insurance, but only with respect to "bodily injury°or'property damage' arising out of'your products°which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: s 1. The insurance afforded the vendor does not apply to: a. °Bodily injury' or °property damage° for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F(6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. 'Bodily injury° or °property damage° arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if 'bodily injury° or °property damage° included within the "products- completed operations hazard' is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a°written contract.°: 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such°written contract"; b. Coverage broader than required by such 'written contract° and in no event greater than that described by the applicable paragraph a.through k. below; or c. Coverage for °bodily injury° or °property damage° included within the "products-completed operations hazard.° But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed.6-16) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for 'bodily injury°, 'property damage° or 'personal and advertising injury' as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily injury°, °property damage°, or 'personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury° caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence" giving rise to such 'bodily injury' or 'property damage° or the offense giving rise to such 'personal and advertising injury' takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury° arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage° or the offense giving rise to such 'personal and advertising injury', takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for 'bodily injury°, °property damage' or "personal and advertising injury' arising g out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the'occurrence° giving rise to such 'bodily injury' or°property damage°or the offense giving rise to such 'personal and advertising injury',takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for 'bodily injury°, 'property damage° or 'personal and advertising injury° arising out of N the ownership, maintenance,or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for'bodily injury', 'property damage'or'personal and advertising injury' arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar_entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction,erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) °Bodily injury', 'property damage' or 'personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) °Bodily injury° or"property damage° included within the'products-completed operations hazard.° With respect to this provision's requirement that additional insured status must be requested under a 'written contract°, we will treat as a 'written contract° any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury°, 'property damage°, or 'personal and advertising injury"cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i. above. Such additional insured is an insured solely for 'bodily injury°, 'property damage° or "personal and advertising injury'for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For'bodily injury,"'property damage,'or"personal and advertising injury° arising out of the rendering or failure to render any professional services; (2) For'bodily injury" or'property damage' included in the 'products-completed operations hazard.° But this provision(2)does not apply to such 'bodily injury° or'property damage° if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the 'written contract"; and (b) The 'written contract" requires you to make the person or organization an additional insured for such 'bodily injury° or°property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a'written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: °Written contract° means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy;and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed.6-16) (1) The 'bodily injury'or'property damage';or (2) The offense that caused the'personal and advertising injury"; for which the additional insured seeks coverage, IL LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury° is deleted and replaced by the following: °Bodily injury° means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such 'occurrence,' offense, claim or'suit° is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; co (3) Any manager, if you or an additional insured is a limited liability company; (4) Any'executive officer'or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates,Legal Representatives and Spouses s The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, Jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of Joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. MEM D. Legal Liability—Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property °Property damage°to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. CNA (Ed. (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage° arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the 'property damage° arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are °your work° and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to °property damage° (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage' included in the "products-completed operations hazard." 2. Under B.Exclusions,1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g,h,i, k,I,m,n,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described In Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage° to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising Injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F(6-16) Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) (b) Any 'executive officer,' director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. 0 G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 0 N N All other terms and conditions of the Policy remain unchanged. .11111 SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. `r,>t 4. STATE OF WASHINGTON Department of Labor& Industries Certificate of Workers' Compensation Coverage May 26, 2022 WA UBI No. 601 078 972 L&I Account ID 250,476-00 Legal Business Name VARELA&ASSOCIATES INC Doing Business As VARELA&ASSOCIATES Workers' Comp Premium Status: Account is current. Estimated Workers Reported Quarter 1 of Year 2022"11 to 20 Workers" (See Description Below) Account Representative Employer Services Help Line, (360) 902-4817 Licensed Contractor? No What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51 .1 2.050 and 51 .1 6.1 90).