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23-116.00ParamixIncBarkerRdAtUnionPacificCrossingPhase2Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 23-116 Firm/Organization Legal Name (do not use dba's): Parametrix, Inc. Address Federal Aid Number 835 North Post, Suite 201 Spokane, WA 99201 STPUL-9932(068) UBI Number Federal TIN or SSN Number 600-135-349 91-0914810 Execution Date Completion Date June 2023 December 31, 2024 1099 Form Required Federal Participation ❑i Yes ❑ No ❑ Yes Q No Project Title Barker - Union Pacific Crossing & Shared Use Path, CIP #313 Description of Work Construction management and inspection services for utility and road/pathway improvements on Euclid Ave (W), Euclid Ave (E), and Barker Road from Euclid to 1,000 feet north of Garland Ave in Spokane Valley, WA. refer to detailed scope of work in Exhibit A ❑ Yes 0 No DBE Participation Maximum Amount Payable: $254,340 ❑ Yes ❑i No MBE Participation ❑ Yes Q No WBE Participation ❑ Yes 0 No SBE Participation Index of Exhibits Exhibit A Scope of Work 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 yrfh}p}r 1l Liabi1;4r TnsU:anng TnrraacP Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 14 RAvi.gp.r d/1 n/9/H!i 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. 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. Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14 RavlcAr1 d11A/91)15 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY. If to CONSULTANT: Name: Robert Lochmiller Name: K.J. Hanley Agency: City of Spokane Valley Agency: Parametrix, Inc. Address: 10210 E. Sprague Avenue Address: 835 North Post, Suite 201 City: Spokane Valley State: WA Zip: 99206 City: Spokane State: WA Zip: 99201 Email: rlochmiller@spokanevalley.org Email: khanley@parametrix.com Phone: 509-720-5010 Phone: (509) 328-3371 Facsimile: Facsimile: (509) 328-8224 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 RQVI.Ca l AIM12M.1; 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 Fixed 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 fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement 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 acknowledgement, to 180 days following the CONSULTANT's fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 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 acknowledgement between the parties. Such final written acknowledgement 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 be applicable for the twelve (12) month period. The fixed 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 rates 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 acknowledgement. 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 fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 Ravicarl d/1AIM15 B. 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. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and all revisions thereto. Air, train and rental card costs shall be reimbursed in accordance with 48 Code 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. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading 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. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means 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. E. 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. F. 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, WSDOT's Internal Audit Office and /or at the request of the AGENCY's Project Manager. Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 RAVI_Q,q l d/11)12n15 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 fixed fee costs for the sub -consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement 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. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination 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 Department of Transportation 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. Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14 Rpvicad AIM121)1.5 VIII. Nondiscrimination 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) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "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 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. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 94 RavtcRel eiinlmix 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." XI. 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. XI1. 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. 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 Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14 RQvicad d/1n12n1.s 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 tier, 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. This waiver has been mutually negotiated by the Parties. 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 anew sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of 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. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14 Ravhzad d/1W21)15 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Robert Lochmiller Agency: City of Spokane Valley Address: 10210 E. Sprague Avenue City: Spokane Valley State: WA Zip: 99206 Email: rochmiller@spokanevalley.org Phone: 509-720-5010 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Ravi-carl d/1AIMIS XI11. Extra Work 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 f irnished by them. XV. Federal Review The Federal Highway Administration 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, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, 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. Agreement Number: 23-116 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 14 pavkad 411I)I 1s 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. 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, proprietaiy software, STATE and AGENCY security data, or information which may jeopardize any part of the proj ect 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. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 RAVIQAd ei11)On1.5 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. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 R,QV1CRld d/1n/9n1.5 For purposes of this AGREEMENT, `BSI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. 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. ignature 6/2/2023 Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: 23-116 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 AwkAd AIM12Ms Refer to detailed scope following this page and labeled as "Exhibit A". Exhibit A Scope of Work Project No. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Rpvi.cpd inInnagnu Exhibit A Barker — Union Pacific Crossing & Shared -Use Path CIP # 03113 Federal Aid Project NO. STPUL-9932(068) Parametrix Scope of Work Construction Management Services 6-1-2023 PROJECT SCOPE The project will be administered and inspected in accordance with the Washington State Department of Transportation Standard Specifications, Union Pacific Railroad requirements, Spokane County and City of Spokane Valley Standard Plans and Local Agency Guidelines. This project scope is based on an anticipated construction schedule of 85 working days. Consultant will provide the following services for the Project: CONSTRUCTION MANAGEMENT SERVICES 1.1 Pre -Construction Coordination: Attend and facilitate a pre -construction meeting with Spokane County, Consolidated Irrigation District, City of Spokane Valley and the Contractor. It is anticipated that this meeting will take place at the City of Spokane Valley's office. Prepare and distribute pre -construction meeting agenda and minutes to all parties involved. A second pre -construction meeting will be held with the parties noted above and the representatives from the Union Pacific Railroad. This meeting will be held at the City of Spokane Valley's office or a location selected by Union Pacific Railroad. Prior to the start of construction field inspectors will take preconstruction videos and photos of the entire project site to document the existing conditions of curbs, driveways, fences, landscaping and all other surface features. The on -site representative personnel, certifying engineer, City of Spokane Valley Representatives, Consolidated Irrigation District, and Spokane County will hold a meeting to discuss requirements for material acceptance, observation requirements, daily reports, side sewer service drawings, closed caption TV inspection review with observation comments, and any additional topics that need covered to complete construction observation and certifications of the project. This meeting will take place prior to the start of construction. 1.2 Weekly Construction Meetings: Attend and facilitate meetings with the Contractor's representative(s), Spokane County, Consolidated Irrigation District, Union Pacific Representative and the City of Spokane Valley, on a weekly basis to coordinate and assist in implementing the construction process. Contractor's schedule, work progress, traffic control, railroad coordination and flagging requirements, public coordination, materials and compaction testing, and problem areas will be discussed at all meetings. Up to two members of the consulting team will attend each meeting. These meetings will be held on or near the construction site. Consultant will prepare meeting agenda, summarize action items, and prepare and distribute meeting minutes. (Anticipate 17 weekly meetings for the project duration) Parametrix Page 1 ENGINEERING. PLANNING. ENVIRONMENTAL SCIENCES 1.3 Construction Observation: Furnish on -site representative personnel; to provide on-the- job, day-to-day observation and monitoring of the work as defined herein: to assess conformance with the plans and specifications; to prepare daily written progress reports on the work using Inspector's Daily Report forms; to tabulate construction quantities on bid items as set forth in the Contract provisions using standard Field Note Records, spreadsheets, etc.; and to keep records, sketches, and plans of the construction (including preparation of side sewer drawings for each new side sewer in accordance with Spokane County requirements) for the verification of contractor provided record drawings of the Project. The on -site inspectors will observe sewer pipe installation and provide grade checks along with the contractor's top man. The on -site inspectors will submit and track TV inspection requests and report and review pre -pave and post pave inspections. The construction observation will be inspected for compliance with the requirements of the Union Pacific Railroad requirements. Construction observation hours are based on: 10 hrs per day for 85 working days for 1 full time field inspector, and 10 hours per day for 20 working days for a second full time field inspector during portions of the the full road closure or other phases where it is anticipated that the contractor will have two crews on site working in separate areas which will necessitate two inspectors on site to observe the work. 1.4 Materials Testing Coordination: Consultant will coordinate with Geotechnical subconsultant to provide laboratory materials testing of soils, concrete, aggregates, and asphalt to be incorporated into the Project. The onsite field inspector(s) will coordinate the required on -site materials and compaction testing with the testing sub -consultant according to the Contract Specifications. Coordinate with the Geotechnical subconsultant to provide field density testing of trench backfill, subgrade, new crushed surfacing and new HMA, where applicable. Review laboratory results for conformance with the Contract documents. Notify the Contractors and the Owner of any non -conforming materials or compaction tests. Budinger and Associates will provide all material and compaction testing services for the anticipated 85 working day duration of the project. 1.5 Construction Contract Administration: Perform construction administration services per WSDOT Construction Manual, Standard Specifications, Union Pacific Railroad requirements and Local Agency Guidelines. Consultant will review, comment, and process Contractors' work schedules, traffic control documentation and requests to sublet work. Provide office administration support and assistance to the Field Inspectors with project engineer and project manager coordination as field activities may require. The City of Spokane Valley will manage and maintain the ROM and RAM, but the Consultant's on -site personnel will review delivered construction materials for conformance with the submitted and/or approved materials and provide coordination with City staff as necessary and will provide documentation of material installation. Provide Owner's Designated Representative (Project Engineer/Manager) with project support. Typical services to include project communications such as telephone calls, a -mails and periodic project status briefings, as well as preparation of miscellaneous project related documents requested by the Owner's Designated Representative. Consultant will assist Contractor as required, clarifying specifications and coordinating submittal requirements. Review and discuss traffic control plan revisions and coordinate with the County and City of Spokane Valley as necessary. Consultant will review the sewer inspection videos, IT Pipes reports, screenshots of observations if available, and provide Parametrix Page 2 ENGINEERING. PLANNING. ENVIRONMENTAL SCIENCES summaries and recommendation for review by the County, and pass the recommendations for action or no action onto the Contractor and follow up as necessary to ensure that the necessary repairs are completed. Construction administration will be for monitoring purposes only. Enforcement of compliance or investigation of non-compliance will be done by the Owner. Assist the Owner in making technical interpretations of the plans, specifications, and contract provisions, and evaluate requested significant deviations from the approved design or specifications. 1.6 Wage Review: Consultant will perform onsite wage and DBE interviews. Consultant will notify the Owner and Contractor of any discrepancies or non-compliance issues discovered during these reviews. The Contractor will be responsible for any required corrective actions. Deviations will be summarized to the Owner. 1.7 Change Order Documentation: Prepare, negotiate and process Contract Change Order/Supplemental Agreements, as required per the LAG Manual and WSDOT Construction Manual for both agency and WSDOT approval. Man-hour estimates and costs are to be based on normal construction events as experienced by the Consultant for projects of this type and size. 1.8 Payment Requests: Provide quantities to the City of Spokane Valley for review of Contractor monthly Pay Requests and preparation of Pay Applicatioms. Meet with Contractor each month or more often, if necessary, to field -verify all quantities related to work completed and in progress. Prepare and update quantity tracking spreadsheets and documentation in the office to be used to evaluate and document monthly pay requests. Upon completion of quantity reviews, provide recommendation for approval of Contractor monthly Pay Requests. 1.9 Punchlist Review: Conduct Substantial Completion and Final Completion Inspections with the Owner and Contractor. Produce substantial and final completion inspection reports and document any "punch list" items that still need to be completed by the Contractor. It is anticipated that the Consultant's Project Manager and Field Inspector will attend both the Substantial Completion and Final Inspections for the project. 1.10 Record Drawings: At the completion of the project, Consultant will review the Contractor's as -built "redline" plans and field inspector documentation and will document any discrepancies and coordinate them with those preparing the record drawings. Consultant will prepare the record drawings for the sewer work using CAD files to be supplied by the County from the sewer design firm. The County side sewer record drawing will also be completed for each service installation. This scope of work does not include preparation of record drawings for the Schedule 1 and Schedule 3 work. 1.11 Project Close-out: Consultant will assist the City of Spokane Valley in compiling the required close-out items in the shared folders. These items include, but are not limited to: daily inspection reports, traffic control reports, material testing reports, compaction testing reports, correspondence with the contractor or local residences, wage interviews, payment requests, change orders and construction photos as required by WSDOT and the Local Agency Guidelines. Assumptions and Exclusions: Parametrix Page 3 ENGINEERING. PLANNING. ENVIRONMENTAL SCIENCES • The City of Spokane Valley will provide access to the project's shared folder for ease of file transfer and for general coordination. • Spokane County will provide CAD files for the sewer design so that record drawings can be prepared. • Preparing design changes is excluded. • No construction stakeing or as -built surveys are included. W�Amwj Parametrix Page 4 ENGINEERING. PLANNING. ENVIRONMENTAL SCIENCES 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 Not applicable. B. Roadway Design Files Not applicable. C. Computer Aided Drafting Files Not applicable. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit C Page 9 of 4 Riavi.gnd 1APINM9d D. Specify the Agency's Right to Review Product with the Consultant Not applicable. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic files to include project pertinent emails, project management and inspections materials such as Inspector's Daily Reports, Field Note Records, Project Quantities etc. F. Specify What Agency Furnished Services and Information Is to Be Provided City of Spokane Valley to provide access to electronic filing system for the project to facilitate file transfers and centralize all project materials. AutoCAD Version 2020 or newer copies of project design files for constructed quantity measurement exhibits. Spokane County to provide design CAD files for sewer improvements for record drawing preparation. n Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 aavinad IIMMIMIA II. Any Other Electronic Files to Be Provided None. III. Methods to Electronically Exchange Data Exchange via email, Consultant's FTP site and City of Spokane Valley's shared file site. WSDOT Form 140-089 EF Exhibit C Page 3 of 4 RAVkArl 16/31)OMd A. Agency Software Suite Not Applicable. B. Electronic Messaging System Not Applicable. C. File Transfers Format Not Applicable. WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Ravicarl 11)13nl2nla Exhibit D Prime Consultant Cost Computations Refer to detailed fee estimate following this page and labeled as "Exhibit W. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Ravignd InAnIMM CONSULTANT LABOR COSTS Owner: City of Spokane Valley Project Title: Barker - Union Pacific Crossing & Shared Use Path PROFESSIONAL CLASSIFICATION PREVAILING RATE PHASE NO. TASK DESCRIPTION 1.0 CONSTRUCTION MANAGEMENT SERVICES 1.1 Pre -Construction Coordination 1.2 Weekly Construction Meetings 1.3 Construction Observation 1.4 Materials Testinq Coordination 1.5 1.6 Construction Contract Administration Wane Review 1.7 Change Order Documentation 1.8 Payment Requests 1.9 1.10 Punchlist Review Record Drawings 1.11 Project Closeout SUBTOTAL Mileage 5000 miles a $0.655/mi Misc Expenses (Copies, etc. Materials Testing - Budin er & Associates TOTAL Date Prepared: Parametrix Inc. PIC PMGR IN I IN I ADMIN KH TJ AG I GG I DP/MM 190 130 105 1 $105 90 4 16 24 6 4 8 50 850 200 4 16 20 200 4 1 20 20 12 60 30 8 80 6 161 24 2 8 16 4 12 12 4 69 ._ ;-478 . r''3 , 946 ` _ "::236 , ; 12 i69 - F _478 _ . •" ` 946 -1 =236 , =12 Page 1 of 1 6/1/2023 Totals LABOR HOURS INDIVIDUAL PHASE COST 54 $6,350.00 581 8.020.00 1050 110 250.00 20 2.840.001 22 $30.160.00 41 $4,890.00 102 $13,230.00 88 $11,920.00 46 $5,740.00 26K$2 00.00 3240.00 17.4140.00 75.00 00.00 25.00 40.00 Exhibit E Sub -consultant Cost Computations There isn't any sub -consultant participation 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. The City has agreed to allow sub -consultant agreements for this project in the special and materials testing field. See attached Special Inspections and Materials Testing agreement from Budinger & Associates. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 PawkAd 1nianiMU Budinger P.Mio- & Associates Proudly serving the Inland Northwest since 1976 Tom Jordan Parametrix 835 N Post St, Ste 201 Spokane, WA 99201 PROJECT: Barker Road —Union Pacific Crossing, CIP #0313 Spokane Valley, WA Geotechnical Engineering Environmental Engineering Construction Material Testing Subsurface Exploration Special Inspection SUBJECT: Proposal to Provide Special Inspection and Materials Testing Services Dear Tom, 5/31/23 M23515 SCOPE Based on our review of the project plans and specifications, we anticipate and propose the following scope of work Earthwork, Non -Structural Concrete, and Hot NM Asphalt. Thank you for the opportunity to offer the following proposal for special inspection and materials testing services during construction of the Barker Road — Union Pacific Crossing, CIP #0313 project. Earthwork - A soil special inspector will be present full-time during filling operations. Field density tests (compaction) will be performed by nuclear methods on subgrades, each lift of fill or backfill placed in building or paving areas, retaining walls, and oversite utilities. Samples of onsite and borrow soils will be obtained and laboratory tests will be conducted to determine suitability and maximum density/optimum moisture, as necessary. Asphalt Concrete Pavement A technician will be present during paving operations to monitor placement and compaction and sample hot -mixed asphalt concrete for asphalt content, sieve analysis, and maximum density. Non -Structural Concrete. A concrete inspector will be present to observe, sample, and test concrete during miscellaneous concrete placements, such as slab on grade, sidewalks, and curbs. The inspector will conduct slump and air entrainment tests and cast compressive strength specimens during concrete placement. Samples will be collected the following day and returned to the laboratory for curing until test age. Other. We have experience sampling, testing, and examining a wide variety of construction materials and would be pleased to provide services outside the required scope at your request. COST As requested, we have provided a unit rate proposal for our services on the attached cost estimate. We have provided estimated quantities of site visits based on the project plans. Please use the total on the 1101 North Fancher Road Spokane Valley, WA 99212 Tel: 509-535-8841 Fax:509-535-9589 SCOPE OF WORK TEMPLATE estimate as a mean budget for the project. All contractors work with different approaches and schedules which directly control the time we spend on site. Invoices will reflect actual units multiplied by the proposed rates. Please keep in mind that the total invoicing could be less than the estimated total. We will make every effort to reduce costs when possible. We are prepared to work closely with you to develop a program to provide the best value on special inspection and construction quality monitoring. Appended to this proposal is the document, Important Information about this Construction Materials Engineering & Testing Quality Assurance Proposal, which we recommend you review carefully. We assume that an agreement will be executed in accordance with the attached Standard Form of Agreement for Construction Materials Engineering & Testing Services that includes Risk Allocation provisions. Again, thank you for the opportunity to submit this estimate. We look forward to the possibility of working with you on this project. Please contact us if you have any questions or require additional information. Respectfully Submitted, BUDINGER & ASSOCIATES, INC. Talia Brestar Estimator Attachments: • Cost Estimate (1 page) • Agreement (7 pages) • Important Information About QA Proposals (4 pages) Thomas Black, PE Construction Services Manager Budinger & Associates, Inc. Geotechnical & Environmental Engineering Construction Materials Testing & Special Inspection Budinger Geotechnical Engineering Environmental Engineering L13 Construction Materials Testing & Associates SubsSpecelInspection Special inspection Unit Rates for Special Inspection and Materials Testing Services Attn: Tom Jordan, PE To: Parametrix Email: tiordanCcbparametrix.com Phone: 509-381-6169 Project: Barker Road - Union Pacific Crossing, CIP #0313 Project Number: M23515 Date: 5/15/2023 Description Qty Units Price Total Earthwork - Special Inspection, Sampling, & Testing ' Quality Professional (assume 15 visits at 6 hours) 90 hours 95.00 $ 8,550.00 ' Quality Technician (assume 20 visits at 6 hours) 120 hours 85.00 $10,200.00 ' Maximum Density/Opt. Moisture 3 each 195.00 $ 585.00 ' Sieve Analysis 1 each 190.00 $ 190.00 ' Sand Equivalent 1 each 175.00 $ 175.00 ' Fractured Face 1 each 150.00 $ 150.00 • Nuclear Densometer 35 days 75.00 $ 2,625.00 Concrete - Special inspection & Testing ' Quality Professional (assume 10 visits at 4 hours) 40 hours 95.00 $ 3,800.00 ' Quality Technician (assume 15 visits at 4 hours) 60 hours 85.00 $ 5,100.00 • Compressive Strength Specimens 125 each 30.00 $ 33750.00 Hot Mix Asphalt - Observation & Testing ' Quality Professional (assume 2 visits at 8 hours) 16 hours 95.00 $ 1,520.00 ' Quality Technician (assume 2 visits at 8 hours) 16 hours 85.00 $ 1,360.00 • Theoretical Maximum (Rice Density) 2 each 90.00 $ 180.00 • Oil Content/Sieve Analysis 2 each 260.00 $ 520.00 • Volumetrics (superpave) 2 each 350.00 $ 700.00 • Uncompacted Vold Content 2 each 150.00 $ 300.00 • Fractured Face Count 2 each 150.00 $ 300.00 • Nuclear Densometer 4 days 75.00 $ 300.00 Proiect Management and Reporting Project Management 15 hours 195.00 $ 2,925.00 Administrator 35 hours moo $ 2,975.00 Light Duty Truck 2800 miles 1.15 $ 3,220.00 Total This Estimate $49,425.00 *Technician time, mobilization, and sample pick up time are invoiced portal to portal and subject to a one hour minimum unless otherwise specified in the contract. *Standby time will be invoiced on an hourly basis of the technicians hourly rate. *Our involvement is dependent on contractor performance and scheduling, factors which are beyond our control. *The above estimate is not a lump sum. It is a time and materials estimate. Invoices will reflect actual units. Rates are subject to annual Increase of no more than 10%, and the hourly billing rate schedule Is audited annually. Hourly billing rate changes will not affect the agreed total contract dollar amount, if any. 'To schedule work, please call the office at 509-535-8841. *Prices are valid for 60 days. i/ Prepared by: Talia Brestar Reviewed By: Thomas Black, PE Construction Estimator Construction Services Manager 1101 N Fancher Rd Spokane Valley, WA 99212 Tel: 509-535-8841 Exhibit F Title V/ Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a pait of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Powl-cpd InIM12n1a Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Spokane Valle_ Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Ravi.cad IN A012DIe Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the finn of Parametrix, Inc. whose address is 835 N Post Street, Suite 201, Spokane, WA 99201 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 the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Parametrix, Inc. Consultant (Firm Name) Sig a ure (Authorized Official of Consultant) WSDOT Form 140-089 EF Exhibit G RQVLCRrl 1ABUM U 6/2/2023 Date Agreement Number: 23-116 Page 1 of 1 Exhibit G-I(b) Certification of City of Spokar ,- Valley I hereby certify that I am the: 19 City Manager ❑ Other of the City of Spokane Valley , and Parametrix, Inc. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the City of Spokane Valley and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. '0 i Signature WSDOT Form 140-089 EF Exhibit G RAvisArl 1n1nn12nIe Date Agreement Number: 23-116 Page 9 of 9 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Parametrix, Inc. Consultant (Firm Name) �� ignature (Authorized Official of Consultant) 6/2/2023 Date Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 RRvisad ininnign1a Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certify and disclose accordingly. Parametrix, Inc. Consultant (Firm Name) Signature (Authorized Official of Consultant) 6/2/2023 Date Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 RAvtcAd ani2 MIA Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design 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 errors) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit / Page 1 of 2 RAvicAri in1.,4n12n1a Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number; 23-116 WSDOT Form 140-089 EF Exhibit 1 Page 2 of 2 RAvinad 11MM12Ma 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) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 RAvlcAd 11)1.gni?nla Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of 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). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 23-116 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 RAvicArl 11)IM/9MA ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDlYYYI� C v 6/2/2023 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). PRODUCER CONTACT NA E: Jennifer Aguirre NA E: AssuredPartners Design Professionals Insurance Services, LLC FAX 3697 Mt. Diablo Blvd Suite 230 510 4o EMAIL Desl nProCerts AssuredPartners.com Lafayette CA 94549ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: National Fire Insurance CO Of Hartford 20478 L cese#: 6003745 INSURED PARAINC-0i INSURER B : Continental Insurance Company 35289 Para1019 th 3 Ave.IncINSURER 1019 39th ve. SE Suite 100 C : XL Specialty Insurance Co. 37885 INSURERD: Valley Fore insurance Company 20508 Puyallup, WA 98374 INSURER E: Continental Casualty Company 20443 (253) 604-6600 INSURER F : COVERAGES CERTIFICATE NUMBER: 13319275666 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. IL7R TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/D POLICY EXP M/ MDD LIMBS A X COMMERCIAL GENERAL LIABILITY Y Y 6050531366 11/1/2022 11/1/2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE F—x] OCCUR PREMISES Ea occurrence $ i,000,000 X MED F-XP (Any oneperson) $ 10,000 Contractual Llab X XCU Included PERSONAL & ADV INJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 RPOLICY a JECT El LOC PRODUCTS - COMP/OP AGG $ 2 000,000 WA Stop Gap $1,000.000 X OTHER: WA Stop Gap/EL D AUTOMOBILE LIABILITY Y Y 6050531352 11/1/2022 11/1/2023 COMBINED SINGLE LIMIT Ea coldent $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS Ix BODILY INJURY (Per accident) $ PROPERTY DAMAGE dent $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ B X UMBRELLA LIAB N OCCUR Y Y 6050531433 11/1/2022 11/1/2023 EACH OCCURRENCE $15,000,000 AGGREGATE $15,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ n $ E E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA Y 6050531383 6050531402 11/1/2022 11/1/2022 11/1/2023 11/1/2023 X I STA UTE ERH WA Gap E.L. EACH ACCIDENT — $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory In NH) Ir yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT _,$ 1,000.000 C Professional Liability DPR5003740 11/1/2022 11/1/2023 Per Claim $1,000,000 Claims Made Annual Aggregate $1,000,000 Pollution Liability Included Y RetmeGive Date: 01/01/1969 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Umbrella Liability policy is a follow -form to underlying General Liability/Auto Liabilitv/Employers Liability. Project Name: Barker — Union Pacific Crossing & Shared Use Path / Spokane Valltey, WA -- The State of Washington, City of Spokane Valley and AGENCY, their officers, employees, and agents are named as Additional Insured on General Liability and Auto Liability, per policy forms, With respect to the operations of the Named Insured as required by written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). I.CK 1IrJL A I C I lULLJCK LIAIVI+CLLJI I IUN Ou UdV5 NUtI & UI I1'd1IGCl1dtIU11 City of Spokane Valley Attn: Robert Lochmiller 10210 East Sprague Avenue Spokane Valley WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD A� �® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/30/2023 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). PRODUCER AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230 Lafayette CA 94549 CONTACT NAME: Jennifer Aguirre PHONE 510 465-3090 FAX No IAIC.E-MAINo,L ADDRESS: DesignProCerts@AssuredPartners.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Continental Insurance Company 35289 License#:6003745 INSURED PARAINC-01 Parametrix, Inc. 1019 39th Ave. SE Suite 100 INSURER B : XL Specialty Insurance Co. 37885 INsuRERc: Valley Forge Insurance Company 20508 INSURER D : Transportation Insurance Company 20494 Puyallup, WA 98374 INSURER E : National Fire Insurance of Hartford 20478 (253) 604-6600 INSURER F : COVERAGES CERTIFICATE NUMBER: 1605565831 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 LTR OF INSURANCE ADDLTYPE INSD SUER POLICY NUMBER DY EFF POLICY EXP (MMIDPOLICY DYYYI LIMITS E X COMMERCIALGENERALLIABILIY Y Y 6050531366 11/1/2023 11/1/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab XCU Included PERSONAL & ADV INJURY $ 1,000,000 X AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L POLICY 1 PE� LOC PRODUCTS - COMP/OP AGG $ 2,000,000 WA Stop Gap $ 1,000,000 X OTHER: WA Stop Gap/EL A AUTOMOBILE LIABILITY Y Y 6050531352 11/1/2023 11/1/2024 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PER DAMAGE Per accident $ NON -OWNED X HIRED Ix AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR Y Y 6050531433 11/1/2023 11/1/2024 EACH OCCURRENCE $15,000,000 AGGREGATE $ 15,000,000 EXCESS LIAB CLAIMS -MADE DIED I X I RETENTION $ n $ C D WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE Y 6050531383 6050531402 11/1/2023 11/1/2023 11/1/2024 11/1/2024 X STATUTE OER WAStO Gap E.L. EACH ACCIDENT $1,000,000 -_ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) NIA E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability Claims Made Pollution Liability Included Y DPR5020288 11/1/2023 11/1/2024 Per Claim Annual Aggregate Retroactive Date: $1,000,000 $1,000,000 01 /01 /1969 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella Liability policy is a follow -form to underlying General Liability/Auto Liability/Employers Liability. Project Name: Barker — Union Pacific Crossing & Shared Use Path / Spokane Valley, WA — The State of Washington, City of Spokane Valley and AGENCY, their officers, employees, and agents are named as Additional Insured on General Liability and Auto Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Days Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Robert Lochmiller AUTHORIZED REPRESENTATIVE 10210 East Sprague Avenue Spokane Valley WA 99206 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 0 A. coverage broader than required by the written contract; or a B. a higher limit of insurance than required by the written contract. N $ IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 6050531366 Page 1 of 2 Endorsement No: i5 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, 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: 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. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Policy No: 6050531366 Page 2 of 2 Endorsement No: 15 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE CONTRACT OR AGREEMENT TO WAIVE SUCH CONTRACT OR AGREEMENT: NAMED INSURED HAS AGREED IN WRITING IN A RIGHTS OF RECOVERY, BUT ONLY IF SUCH 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (10-16) Page 1 of 1 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved Policy No: 6050531366 Endorsement No: 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Business Auto Policy Policy Endorsement .,.: :.E C>?NTRACTOiS EXTENDED, OVE E E ORS ENT '13USE$S �t1T0 PLUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II — WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 1 of 4 Policy Effective Date: 11 /01 /2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section Ill, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 2 of 4 Policy Effective Date: 11101 /2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. DNA F. Electronic Equipment Business Auto Policy Policy Endorsement Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $ 100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No: CNA63359XX (04-2012) Policy No:6050531352 Page: 3 of 4 Policy Effective Date: 11 /01 /2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ° Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 4 of 4 Policy Effective Date: 11 /01 /2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement z �=RE ,# ERSQ R Alla RECo 1`R()M EaS SE .. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No: 6 50531402 Endorsement No: 3; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1983 National Council on Compensation Insurance. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-B 01-1997) Policy No: WC 6 50531383 Policy Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved.