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24-060.00EpicLandSolutionsBarkerRoadImprovements Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 24-060 Firm/Organization Legal Name (do not use dba's): Epic Land Solutions, Inc. Address Federal Aid Number 12310 Mirabeau Parkway, Suite 150 Spokane Valley, WA 99216 Not Yet Assigned UBI Number Federal TIN 602-962-697 Execution Date Completion Date December 31 , 2025 1099 Form Required Federal Participation ❑ Yes ■❑ No ■❑ Yes ❑ No Project Title South Barker Road Corridor Improvements: Right-of-Way Services Description of Work Provide right-of-way services for the South Barker Road Corridor Improvements from Appleway Boulevard to the south city limits. The corridor is anticipated to be broken down into the following segments/groups. •Group 1 — Barker Road widening from Sprague Avenue to Appleway Boulevard •Group 2 — Roundabout improvements at Barker Road and 8th Avenue Intersection •Group 3 — Roundabout improvements at Barker Road and 4th Avenue Intersection •Group 4 — Barker Road widening from 4th Avenue to Sprague Avenue 'Group 5 — Barker Road widening from 8th Avenue to 4th Avenue Q■ Yes 8% No DBE Participation Maximum Amount Payable: 675,572.00 ❑ Yes ❑ No MBE Participation ❑ Yes ❑ No WBE Participation ❑ Yes ❑ No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurancc Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page I of 14 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Spokane Valley hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the"CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. Ill. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT,any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Local Agency A&E Professional Services Agreement Number 24-o6o Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 2 of 14 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. In the absence of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C —Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i) certified mail,return receipt requested, or(ii)by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: City Clerk Name: Christine Nickerson Agency: City of Spokane Valley Agency: Epic Land Solutions, LLC Address: 10210 E. Sprague Avenue Address: 1971 W. 190th Street, Suite 200 City: Spokane Valley State:WA Zip:99206 City: Torrance State:CA Zip:90504 Email: mpatterson@spokanevalleywa.gov Email: contract@epicland.com Phone: 509.720.5102 Phone: 503-336-9523 Facsimile: N/A Facsimile:N/A IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 3 of l4 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements -Direct(Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT's fiscal year end(FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E"will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct(raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12)month period. The fee as identified in Exhibits "D" and"E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fee. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 4 of 14 A. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. 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. B. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and /or at the request of the AGENCY's Project Manager. 24-060 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 5 of 14 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. 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 agreement. 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: Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 6 of 14 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 • Civil Rights Restoration Act of 1987 (Public Law (42 U.S.C. Chapter 21 Subchapter V § 100-259) 2000d through 2000d-4a) • American with Disabilities Act of 1990 (42 • Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 126 § 12101 et. seq.) U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § • 49 CFR Part 26 794) • RCW 49.60.180 • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 7 of 14 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. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. 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 Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 8 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor's failure to perform its work in 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 9 of 14 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: 99203 Email: rochmiller@spokanevalleywa.gov Phone: 509.720.5010 Facsimile:N/A 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 10 of 14 XIII. 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 furnished 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 AGREEMENTS over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENTS 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. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 11 of 14 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained, and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub- consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information (`BSI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 13 of 14 For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. CGcYlstine Nickelson 03/15/2024 Christine Nickerson(Mar 15,2024 09:40 PDT) Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. 24-060 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 14 of 14 Exhibit A Scope of Work Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 EXHIBIT A SCOPE OF WORK I. INTRODUCTION Epic Land Solutions,Inc. (CONSULTANT)and associated subconsultants will provide right-of-way services for the South Barker Road Corridor Improvements. The South Barker Road Corridor Improvements will be completed as multiple City projects and/or phases. The projects/phases are anticipated to be broken down into the following group(sections)of roadway improvements: • Group 1 —Barker Road widening from Sprague Avenue to Appleway Boulevard • Group 2—Roundabout improvements at Barker Road and 8th Avenue Intersection • Group 3—Roundabout improvements at Barker Road and 4th Avenue Intersection • Group 4—Barker Road widening from 4th Avenue to Sprague Avenue • Group 5—Barker Road widening from 8th Avenue to 4th Avenue Federal funding is anticipated to be used for right-of-way and construction for the entire corridor. The CONSULTANT will follow all local, state,and federal policies and regulations including the Uniform Relocation Assistance and Real Property Acquisition Act(URA),Washington State Department of Transportation(WSDOT)Local Agency Guidelines(LAG)Manual and WSDOT Right of Way Manual. The following 52 Spokane County Tax Lot parcels are the properties to which our right-of-way scope of services apply: County Value Partial Full Group APN Listed Property Owner Determination Acquisition Acquisition/ TCE Relocation 1 55184.9025 Nilson,Lee A&Colleen L AOS X X 1 55173.1018 Smith,Danny AOS X 1 55173.1019 Eleven6 Barker LLC AOS X 1 55173.1020 Southern,Charles W AOS X 1 55173.2801 Southern Family,LLC Appraisal X 1 55173.2802 Southern Family,LLC AOS X 1 55173.2803 Southern Family,LLC AOS X 1 55184.2301 Greenacres Tabernacle AOS X 1 55184.3501 Noble,Colleen A AOS X 1 55184.3506 Nowka,James&Shirley J AOS X 1 55184.3507 Hoffa Investments,LLC AOS X X 1 55184.9004 Vinson,W AOS X 1 55184.9022 Spokane County Appraisal X 1 55173.2901 Spokane County AOS X 2 55191.0628 Crigger,Jackson Appraisal X 2 55191.0629 Liedkie,Ina Appraisal X 1 2 55191.0643 Huetti, Stephen&Amber AOS X 2 55194.0305 Sharma,Mahesh&Usha AOS X 2 55202.0263 Heughins Family Trust AOS X X 2 55202.0264 Demand,Ryan AOS X X 2 55202.0801 Markham,Phyllis&Mavin AOS X 3 5191.0642 Garcia,Daniel&Linda Appraisal X X 3 55191.0526 Boucher,Russel J&Shelly Appraisal X 3 55191.0643 Ostapenko,Aleksey AOS X 3 55191.2205 Hendrickson, Christopher& Kami AOS X 3 55191.2208 Houser,Jacob AOS X 3 55202.0311 Board,Thomas AOS X X 3 55202.0312 B&T Pittenger Living Trust AOS X X 3 55202.3601 Nolen,Robert&Virginia Appraisal X 3 55202.3602 Wolf, Tyler AOS X 3 55202.3603 Rood,Janel AOS X X 4 55191.0630 Kujala,JL AOS X 4 55191.0631 Shepherd,Norman AOS X X 4 55191.2301 McGuire, Louis D& Christine L AOS X 4 55191.2302 Maher,Patrick R AOS X 4 55191.2303 Hormel, Stephen R& Barbara L AOS X 4 55191.2304 Sylvester,Jeffrey&Darla AOS X 4 55202.0233 Hoag, Shaun&Carrie Appraisal X X 4 55202.0242 McCartney,Jeffrey&Julie AOS X 4 55202.0250 Peer,Damuel A&Corina E AOS X 4 55202.0262 Hanson,Kerri M AOS X 5 55191.0531 Yates,Jerry&Jolynn AOS X 5 55191.0532 Henning,Ross AOS X 5 55202.0302 Murray,Tanya AOS X X 5 55202.0303 Fischer,Bruce AOS X X 5 55202.0304 O.Shogay, Gerald&Karen AOS X 5 55202.0305 Mollahan,Thomas& Meghan AOS X 5 55202.0306 Mollahan, Thomas AOS X 5 55202.0307 Bruce,Kerri Leet& Hiebert,Jimmy AOS X X 5 55202.0308 Patty,Kimberly&Jerry AOS X X 5 55202.0309 McGovern,Amanda& Pauley,Andrew AOS X 5 55202.0310 Cook, Gilbert AOS X Totals AOS=44 50 1 15 Appraisal =8 2 TASK 1 RIGHT-OF-WAY DOCUMENTS 1.1 Review Title Information and Data Collection The CONSULTANT will use County Assessor's information to supplement ownership boundary information. The CONSULTANT will prepare a list of property owners in the project vicinity and review title reports and obtain and review supporting information. 1.2 Collect Title Information CONSULTANT will identify supporting title documents that will need to be obtained based on a review of the title reports. This could include items such as easement documents,quit claim deeds,or other items that affect land title. The following 52 Spokane County Tax Lot parcels are the properties to which our right-of-way scope of services apply: ASSUMPTIONS 1. All title reports and title report updates(assumed at 52)will be provided by the CONSULTANT. 2. Each title report will be ordered with a$10,000 liability insurance rating. If additional insurance is required,then a scope of work and fee change will be required. 3. CONSULTANT will coordinate obtaining supporting documents through the CITY or directly with the title company. 1.3 Title Company Coordination Many times title information and supporting documentation disclose conflicts with each other or with title documents on adjoining parcels. CONSULTANT will identify these conflicts and coordinate with the CITY or title company to get them resolved. ASSUMPTIONS 1. It is assumed that a maximum of 52 supporting title documents will be reviewed and used in right-of-way resolution. 1.4 Develop Right-of-Way CITY will prepare the official Right-of-Way(ROW)Plans to support project acquisition activities. The CITY has tentatively identified 52 acquisition parcels,including temporary easements affected by the project. CONSULTANT will review the accuracy of the parcel numbers, owner,total parcel areas and proposed acquisition areas for correctness on the ROW plans. 1.5 Legal Descriptions CONSULTANT will develop and submit stamped legal descriptions and exhibits for each fee acquisition,permanent easement and temporary easement parcel. 1.5.1. Legal Descriptions/Exhibits Legal descriptions for up to 52 acquisition parcels and 15 temporary construction easements will be prepared. CONSULTANT will provide review copies of the legal descriptions and exhibit maps for the CITY to review. 3 1.5.2. Revise Legal Descriptions CONSULTANT will revise the legal descriptions to address review comments. CONSULTANT will resubmit the legal descriptions and exhibit maps to the CITY for final review and approval. 1.5.3. Acquisition Parcel Coordinates Consultant will prepare a survey for field-staking the parcels.This will include right-of-way angle points and sufficient points along the right-of-way lines to define acquisition areas. 1.5.4. Stake ROW Acquisition Areas CONSULTANT will set inter-visible lath along proposed right-of-way lines and proposed permanent easement lines(for up to 52 acquisition parcels)to support negotiation activities. 1.5.5. Design Team Coordination CONSULTANT will coordinate with the CITY and answer questions and clarify information related to the survey stakes as necessary during acquisition activities. ASSUMPTIONS 1. Legal Descriptions will be provided in Word format to inclusion into formal legal documents prepared by others. 2. Exhibits will be prepared on 8 ''A"x 11"and formatted to meet Spokane County recording requirements . 3. Additional exhibits and legal descriptions can be provided at$500/set(legal and exhibit). 2. Each title report will be ordered with a$10,000 liability insurance rating. If additional insurance is required,then a scope of work and fee change will be required. TASK 2 APPRAISE AND ACQUIRE RIGHT-OF-WAY The following scope of work details the necessary effort to acquire right-of-way for the project. CONSULTANT will accomplish this task unless specified otherwise. ASSUMPTIONS: 1. This scope encompasses services to complete right-of-way(ROW)acquisition and relocation for the Project. It is anticipated that the following elements of these services will be completed in 2024 through 2025. Scope of services includes the following: 2. Ongoing management and administration of the ROW process. 3. Initiate and negotiate a maximum of 52 acquisition offers, 15 temporary construction easements and up to one residential relocation offers. 4. CONSULTANT shall coordinate with the CITY,as necessary, and in accordance with the Federal Uniform Relocation Assistance and Real Property Acquisitions Policies Act(URA),WSDOT LAG Manual guidelines,applicable State and local laws,and CITY administrative rules,to facilitate the acquisition of identified properties. 5. CITY shall provide CONSULTANT with available project information such as,but not limited to,the CITY's State approved ROW and limited access procedures, approved environmental documentation,and any pre-approved CITY ROW forms,including legal documents. 4 6. CONSULTANT and CITY agree to maintain clear lines of communication,determine and document the appropriate decision making process to achieve project goals and to provide open access to available data that is pertinent to the project. 7. CONSULTANT shall prepare for and attend the pre-project right-of-way meeting and up to 24 project meetings,along with a project close-out meeting. 8. CONSULTANT shall order all appraisals and review appraisals for the project. 9. CONSULTANT shall order and provide all title commitments, or updated title commitments if they have been previously ordered. 10. CONSULTANT shall confer with CITY on proposed settlements over the approved offering price to determine whether to either increase or alter terms of the settlement. 11. CONSULTANT shall work directly with title and escrow to handle all closings. 12. All deliverables will be produced in accordance with the approved quality control/quality assurance(QC/QA)process established by the CITY and the CONSULTANT team. 13.All deliverables prepared by CONSULTANT shall be provided to the CITY—one(1)electronic version and one (1)hard copy. DELIVERABLES: 1. CONSULTANT will provide the CITY a complete Right-of-Way package, including the Right- of-Way Certification letter that will be signed by the CITY and then submitted to WSDOT Local Programs for final right-of-way certification. 2.1 Real Estate Services Management CONSULTANT will provide general ongoing coordination, administration direction, and guidance for the CONSULTANT staff working on this project. CONSULTANT will provide monthly project updates on progress of work. CONSULTANT will also perform project management and administration for the following real estate services tasks as follows: • Prepare for and attend pre-project ROW with the CITY. • Prepare and provide monthly updates of a landowner list,preliminary ROW and limited access cost estimate by parcel,and ROW schedule for the overall project. • Prepare and update ROW delivery schedule. • Prepare and submit invoices,including a tabulation of hours expended for each item. Invoicing will identify expenses based on the five groups. ASSUMPTIONS: 1. CONSULTANT will attend up to five(5)project team meetings to review the preliminary ROW cost estimate by parcel, and schedule for the overall ROW project. 2. CONSULTANT will attend one(1)initial contact meeting with up to 50 individual land owners. 3. CONSULTANT will attend one(1)fmal contact meeting with up to 50 individual land owners. DELIVERABLES: 1. Preliminary ROW cost estimate—MS Excel and PDF 2. ROW Schedule-PDF 3. Meeting notes from meetings with individual landowners-PDF 5 2.2 Project Funding Estimate(PFE) As part of the appraisal process,CONSULTANT's shall complete a project funding estimate(PFE). • Prepare two (1)PFE including worksheets. 1)Group 1 and 2)Groups 2-5 combined CITY RESPONSIBILITIES: 1. Review and approve the PFE. ASSUMPTIONS: 1. There will be a maximum of 52 PFE associated worksheets. 2. One draft and one final PFEs shall be prepared. DELIVERABLES: 1. PFE spreadsheets and worksheets 2.3 Property Valuation Services CONSULTANT will manage the valuation process for up to 52 parcels. As part of the valuation process, Administrative Offer Summary(AOS)reports will be prepared where appropriate in lieu of appraisals. CONSULTANT's appraiser and review appraiser shall meet all requirements set forth in 49 CFR 24.103. CONSULTANT will perform the following work: • Prepare an appraisal schedule for each group of appraisals assigned by CITY. • Develop AOS reports for eligible acquisition parcels. • Assemble all needed appraisal data and appraisal scope for each assigned parcel. • Send out landowner contact letters to all affected parcels in advance of the appraisal. • Prepare Before and After appraisal reports, as needed,for all assigned parcels and supply all completed reports to the appraisal reviewer selected by CONSULTANT. • Develop appraisal reviews for all parcels that are appraised. CITY RESPONSIBILITIES: 1. Review and approve appraisal schedule. 2. Approve Appraisal Reviews via signed Determination of Values. 3. Review and approve by signature all AOS's. ASSUMPTIONS: 1. CONSULTANT will manage their appraisal staff to develop the most expeditious schedule for delivery of all valuation deliverables. 2. CITY shall provide any available information to CONSULTANT that is needed to complete the assigned appraisals. 3. There will be a maximum of 52 parcels requiring value of determinations: 1. There will be up to 51 partial acquisitions and temporary easements, and one full acquisition. 2. There will be 44 AOS reports and eight(8)appraisals/review appraisals needed. 3. All will be before and after short form narrative reports or in AOS form where appropriate. 6 4. It is anticipated there will be zero(0)complex parcels. 5. It is anticipated there will be fifty-two(52)non-complex parcels. 6. Comparable sales will be researched for four land use types, commercial, SFR, multifamily and industrial. 7. The estimated delivery time is 60-120 days from assignment date. DELIVERABLES: 1. Appraisal schedule for each assignment 2. Appraisal management 3. Administrative Offer Summaries 4. Landowner Contact letters 5. Appraisal Reports 6. Appraisal Reviews 2.4 Acquisition and Negotiation Services CONSULTANT will perform the following work: • Track and update acquisition ROW schedule milestones. • Prepare and maintain electronic and hard copy parcel files. • Review title report(s) and title report updates. • Review ROW plans or exhibits and legal descriptions. • Prepare documents and deeds required for up to 51 partial acquisitions,one full acquisition and one parcel needing only a temporary construction easement. • Maintain current negotiator diaries. • Act as the agent of the CITY in negotiations. • Make up to three(3)contacts with each of the impacted landowners in an effort to negotiate a fair settlement. • If an impasse is reached during negotiations,the entire parcel file shall be turned over to the CITY for further action,including determination to eliminate acquisition of property. • Acquire Right of entry,easement, and fee acquisitions,as approved by the CITY. • Provide a justification memorandum for settlements above the approved offering price,for approval by the CITY. • Provide a condemnation cover memorandum and parcel file, as approved by the CITY. • Process all landowner payments through the CITY,clear all encumbrances,and manage escrow or in-house closing for all acquisitions. • Transmit completed parcel files to the CITY. CITY RESPONSIBILITIES: 1. Provide or approve all real estate documents and forms that CONSULTANT will use consistent with CITY acquisition practice. 2. Approve all administrative settlements. 3. Approve all landowner payments and approve all encumbrances to be cleared. 7 4. Make prompt payment to the owner or Escrow Company(including recording fees)for all approved acquisitions. ASSUMPTIONS: 1. CONSULTANT's title review responsibilities shall be limited to identifying the correct vesting from the title report and inputting that information into the appropriate acquisition documents. 2. CONSULTANT shall make a maximum of three(3)good-faith attempts at negotiations for each parcel assigned,with those attempts being defined as an in-person visit with landowner, a detailed phone conversation,or a substantive correspondence or email exchange. 3. The initial acquisition schedule will be 45 days for each of the estimated acquisitions from Notice to Proceed for each phase. If no settlement can be reached within 60 days, CONSULTANT shall seek a paid possession and use(P&U)agreement. Should the landowner reject the paid P&U the CITY will determine what further action is appropriate under the circumstances. 4. CONSULTANT's acquisition duties shall be deemed complete if any of the following occur:A negotiated settlement approved by the CITY is reached and the necessary documents are executed; a paid P&U is secured and the acquisition file is transmitted to CITY; an impasse in negotiations is reached or;the offer to purchase is rescinded. 5. CONSULTANT will manage the closing process in house or contract directly with the escrow company for closing and title reports.When the CITY receives acceptable documents from CONSULTANT,they will be signed by the CITY and returned to CONSULTANT for processing,recording and closing. CONSULTANT will be responsible for managing the preparation and receipt of all signatures for all documents such as Waivers of Compensation, Requests for Partial Re-conveyance, and satisfaction of all liens and encumbrances for each acquisition. 6. Assumes Right of Entries are non-invasive and do not require compensation. DELIVERABLES: 1. Negotiation services 2. Right of Entry Packages 3. Offer packages 4. Administrative settlement memos 5. Paid Possession and Use Agreements 6. Executed acquisition documents or transfers to condemnation proceedings 7. Completed parcel files 2.5 Relocation and Negotiation Services CONSULTANT will perform the following work: • Prepare and maintain electronic and hard copy relocation files. • Track and update relocation right-of-way and limited access schedule milestones. • Interview potential displacees and estimate relocation costs. • Prepare a relocation plan. • Prepare and present all relocation documents. 8 • Act as extension of the CITY's staff while serving as the CITY's relocation agent for affected parcels. Associated responsibilities include: o Preparation of Commercial Move Bids solicitation. o Obtaining and analyzing move estimates. o Computing residential relocation entitlements and obtaining the CITY approvals. o Monitor actual relocation of displacee from displacement sites. o Assist displaced persons and/or businesses with filing claims o Provide advisory assistance as required by law o Process relocation payments through the CITY. o Transmit completed relocation files to the CITY. ASSUMPTIONS: 1. CONSULTANT shall submit one(1)draft and one(1)final relocation plan to the CITY with up to four(4)updates to the plan. 2. The CITY will review and approve the relocation plan prepared by CONSULTANT within ten (10)working days. 3. There will be one(1)residential relocation. 4. CITY will provide approved relocation forms for CONSULTANT's use. 5. CONSULTANT's participation in any relocation appeal will be limited to supplying supporting documentation and attending four meetings. 6. Relocation services will be deemed complete if any of the following occur: 1. The Notice of Eligibility or offer to purchase is rescinded. 2. Relocation payments are made and the site is cleared. 3. The CITY allows displacee to maintain tenancy on the site after an approved replacement site has been identified and or relocation payments made. 7. The CITY will be responsible for claims monitoring or additional relocation services after vacation of the site, and relocation payments have been made to any displacee. 8. At the end of the project(properties vacated and relocation payments made)all relocation files will be transmitted by CONSULTANT to the CITY with all original documents. DELIVERABLES: 1. Status reports,Meeting Agendas and Notes 2. Relocation files 3. Relocation plan 4. Relocation documents 5. Executed relocation forms 9 Exhibit B DBE Participation Plan In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. DBE Participation Plan and Certifications DBE Goal = 8.0% DBE Subconsultants Marco Vargas & Associates (DBE) @ $90,000.00 (13.2%) Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 I EPIC Epic Land Solutions,Inc. Spokane Office 12310 E Mirabeau Pkwy,Suite 150 Spokane Valley,WA 99216 epicland.com A CLS COMPANY February 21, 2024 Rob Lochmiller 10210 E Sprague Ave Spokane Valley, WA 99206 Subject: Agreement#24-060 South Barker Road Corridor Improvements DBE Participation Plan Dear Rob: This letter conveys our intent to comply with and participate in the Disadvantaged Business Enterprise (DBE) Program under the United States Department Of Transportation. Epic Land Solutions, Inc. ("Epic") has identified the following DBE firm to provide relocation and acquisition services as needed to fulfill the requirements of the Scope of Work for the project. DBE Firm Name Contract Goal Estimated Percent Marco Vargas&Associates, LLC 13.2% TOTAL 8.0% 13.2% We have designated the following individual to enter all required information into the WSDOT Diversity Management and Compliance System (DMCS)for Epic. Jessica Niella Project Manager Epic Land Solutions, Inc. 360.233.7666 Jniella@epicland.com If you have any questions, please feel free to call me at(503) 336-9523. Epic Land Solutions, Inc. Christine Nickerson,SRWA Vice President of NW Right of Way Services Page 1 of 1 2/15/24,2:54 PM B2Gnow Certified Profile CLOSE WINDOW El Print Business & Contact Information BUSINESS NAME Marco Vargas & Associates, LLC, SBA MVA OWNER Mr. Marco Vargas Jr. ADDRESS 240 2nd Ave S Unit 301-E Seattle,WA 98104-2250 [map] PHONE 503-983-7030 EMAIL office@mvares.com WEBSITE http://www.mva.consulting COUNTY King(WA) Certification Information CERTIFYING AGENCY Washington State Office of Minority&Women's Business Enterprises CERTIFICATION TYPE DBE-Disadvantaged Business Enterprise CERTIFIED BUSINESS DESCRIPTION Right of way real estate consulting services,specializing in property acquisition and relocation of businesses institutions and individuals. Commodity Codes Code Description NAICS 531390 Consultants',real estate(except appraisers),offices NAICS 531110 Real estate rental or leasing of residential building NAICS 531120 Real estate rental or leasing of nonresidential building(except miniwarehouse) NAICS 531210 Real estate brokerages NAICS 531312 Real estate property managers'offices,commercial NAICS 541611 Strategic planning consulting services NAICS 541614 Operations research consulting services https://omwbe.diversitycompliance.com/FrontEnd/SearchCertifiedDirectory.asp?XI D=1991&TN=omwbe 1/2 2/15/24,2:54 PM B2Gnow Additional Information SBE CERTIFICATION Yes U B I# 603507159 CERTIFICATION NUMBER D5M0024188 https://omwbe.diversitycompliance.com/FrontEnd/SearchCertifiedDirectory.asp?XID=1991&TN=omwbe 2/2 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: L Surveying, Roadway Design&Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files N/A Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 D. Specify the Agency's Right to Review Product with the Consultant Agency may review consultant's work product upon request E. Specify the Electronic Deliverables to Be Provided to the Agency See Exhibit A F. Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A Local Agency ABLE Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 II. Any Other Electronic Files to Be Provided None anticipated. ill. Methods to Electronically Exchange Data See Exhibit A Local Agency A&E Professional Services Agreement u n:b er 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 A. Agency Software Suite See Exhibit A B. Electronic Messaging System See Exhibit A C. File Transfers Format See Exhibit A Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit D Prime Consultant Cost Computations Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit D I EPIC Client:City of Spokane Valley Agency: City of Spokane Valley Project:Barker Road Scope of Services:Survey Coordination,Valuation,Acquisition A CLSA Date submitted: February 21,2024 STAFF CLASSIFICATIONS Principal in Charge Advisory Project Project Manager Senior ROW agent Row Agent Project Support Budget&Financial Manager Controls Direct Labor Hourly Rate NTE $94.00 $67.96 $56.73 $53.40 $38.24 $32.00 $56.11 Indirect Cost Rate 166.09% 1.6609 156.1246 112.8748 94.2229 88.6921 63.5128 53.1488 93.1931 Fixed Fee 25% 0.2500 23.5000 16.9900 14.1825 13.3500 9.5600 8.0000 14.0275 ALL INCLUSIVE HOURLY BILLING RATE NTE $ 273.62 $ 197.82 $ 165.14 $ 155.44 $ 111.31 $ 93.15 $ 163.33 TOTAL HOURS FEE PER TASK RIGHT OF WAY SERVICES Survey Coordination 20 20 10 50 $8,372 1 Valuation Services-AOS 1 50 200 30 100 381 Acquisition/Negotiations 3 150 220 400 400 300 6 1479 $202,451 Closing and Certification Support 2 100 150 250 250 752 $111,789 TOTAL LABOR 6 320 590 650 690 400 6 2662 $378,4581 $1,641.75 $63,303.92 $97,429.86 $101,037.34 $76,805.84 $37,259.52 $979.98 OTHER DIRECT COSTS-REIMBURSABLES Mileage(IRS allowable rate)-Assumes up to 200 miles for travel @ IRS allowable rate $ 134.00 Postage/Overnight Packages-Assumes up to 100 packages @ up to$15 each $ 1,500.00 Property Ownership and Real Estate Data-Assumes$100/month for 12 months $ 1,200.00 Valuation Services-Appraisal Reports-Assumes up to eight(8)reports @$5,500 ea $ 44,000.00 Valuation Services-Appraisal Reviews-Assumes up to eight(8)reports @$2,860 ea $ 22,880.00 Preliminary Title Reports-Assumes 52 @$600 each]and Closing Costs $ 90,200.00 TOTAL ODCs $ 159,914 SUBCONSU LTANTS Marco Vargas Associates-Relocation and Acquisition Services-Assumes up to ten(10)acquisition files and one full relocation file(2 possible displacees) $ 90,000.00 AHBL-Survey_Legal Descriptions,Exhibits($500 each)and Staking($10,200)-Assumes 70 total legals/exhibits] $ 47,200.00 SUBCONSULTANT TOTAL I$ 137,200 GRAND TOTAL 1- $675,572 NOTE ABOUT WSDOT RATES: The rates above reflect the direct salary rates for individuals that are currently anticipated to participate in work under this contract.The actual rate billed shall be based on the direct salary of the individual having performed the work,plus overhead and profit. Notwithstanding anything to the contrary contained herein,the Not-to-Exceed total budget will remain firm for the contract term,however,Epic reserves the right to re-calculate staff billing rates at the beginning of each calendar year.Staff billing rates provided include the Washington Department of Transportation(WSDOT)approved overhead rate for Epic Land Solutions,Inc.and are suitable for state and federally funded projects. If the NTP is received after 120 days from this proposal,fees and billing rates may require revision. Exhibit E Sub-consultant Cost Computations If no sub-consultant participation listed at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting" of this AGREEMENT. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 BUDGET SUMMARY RHBL City of Spokane Valley-EPIC Staff Classifications Principal Survey PM Crew Chief Chainperson Barker Road ROW Direct Labor Hourly Rate NTE $ 86.54 $ 54.50 $ 39.25 $ 31.25 February 28,2024 Indirect Cost Rate 168.36% $ 145.70 $ 91.76 $ 66.08 $ 52.61 Fixed Fee Profit 25% $ 21.64 $ 13.63 $ 9.81 $ 7.81 All Inclusive Hourly Rate $ 253.87 $ 159.88 $ 115.14 $ 91.68 LAND SURVEYING Hours Principal Survey Project Crew Chief Chainperson Manager Task 1.5 Legal Descriptions/Exhibits 18 190 $34,947 Task 1.5.4 Stake ROW Acquisition Areas 5 46 45 $10,221 18 195 46 45 $45,169 Principal 18 @$253.87/hr $4,570 Survey Project Manager 195 @$159.88/hr $31,177 Crew Chief 46 ©$115.14/hr $5,297 Chainperson 45 @$91.68/hr $4,125 Reimbursable Expenses Mileage(IRS allowable rate) $2,031 Land Surveying Total(T&E estimate) 304 $45,169 $47,200 P:\Public Works\Capital Projects\Street Projects\0329-Barker Rd-City Limits to Appleway\Consultant Contracts\Total ROW-Epic\Agreement\Exhibit E-AHBL Survey Fee Sheet 20240228 Exhibit E Marco Vargas & Associates LLC BUDGET SUMMARY Sr. ROW ROW/Relocat /Relocation Sr.ROW City of Spokane Valley-EPIC Staff Classifications Project Manager ion Agent Agent Tech ROW Tech Barker Road ROW Direct Labor Hourly Rate NTE $ 60.10 $ 54.50 $ 40.87 $ 31.25 $ 22.60 February 28,2024 Safe Harbor Rate 110.00% $ 66.11 $ 59.95 $ 44.96 $ 34.38 $ 24.86 Fixed Fee Profit 30% $ 18.03 $ 16.35 $ 12.26 $ 9.38 $ 6.78 All Inclusive Hourly Rate NTE $ 144.24 $ 130.80 $ 98.09 $ 75.00 $ 54.24 ROW Services Hours Sr. ROW ROW/Relocation /Relocation Sr.ROW Project Manager Agent Agent Tech ROW Tech Task 2.4 Acquisition and Negotiation Services 31 439 94 63 $72,360 Task 2.5 Relocation and Negotiation Services 7 92 20 13 $15,248 38 1 531 j I 114 I 76 J $87,608 Project Manager 38 @$144.24/hr $5,481 Sr.ROW/Relocation Agent 531 @$130.80/hr $69,455 ROW/Relocation Agent @$98.09/hr Sr.ROW Tech 114 @$75.00/hr $8,550 ROW Tech 76 @$54.24/hr $4,122 Reimbursable Expenses Mileage(IRS allowable rate) $2,392 ROW Services-Labor 759 $90,000 P\Public WorkstCapital Projects\Street Projectst0329-Barker Rd-City Limits to Appleway\Consuttant Contracts\Total ROW-EpioAgreemenhExhibit E-MVA Fee Sheet 20240228 Exhibit F - Title VI Assurances Appendix A & E APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, (Federal Highway Administration), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor,with regard to the work performed by it during the contract,will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. [Include Washington State Department of Transportation specific program requirements.] 3. Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin.[Include Washington State Department of Transportation specific program requirements.] 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books,records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the (Federal Highway Administration) to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the (Federal Highway Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract,the Recipient will impose such contract sanctions as it or the (Federal Highway Administration)may determine to be appropriate, including,but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Federal Highway Administration)may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor")agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Spokane Valley 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 Exhibit G-4 Certificate of Current Cost or Pricing Data Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Epic Land Solutions, Inc. whose address is 12310 Mirabeau Parkway, Suite 150 Spokane Valley, WA 99216 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); City of Spokane Valley I acknowledge that this certificate is to be furnished to the _ 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. Epic Land Solutions, Inc. Consultant(Firm Name) Christine Nickerson 03/15/2024 Christine Nickerson(Mar 15,2024 09:40 PDT) Signature(Authorized Official of Consultant) Date 24-060 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(b) Certification of City of Spokane Valley I hereby certify that I am the: City Manager El Other of the City of Spokane Valley , and the City or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; o b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. -JO- zy Signature Date Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 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; an 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. Epic Land Solutions, Inc. Consultant(Firm Name) C/u-iftMe Nicks/Ion 03/15/2024 snne Nickerson'Mar!5,3J2 C9'a0 VDTI Signature(Authorized Official of Consultant) Date 24-060 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 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: 1. 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 cooperativeAGREEMENT. 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 require 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. Epic Land Solutions, Inc. Consultant(Firm Name) Chkimine Nrckei-roh 03/15/2024 Christine Nickerson;Mar 15,301a 09A0 P0Tj Signature(Authorized Official of Consultant) Date Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-4 Certification of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of South Barker Corridor Improvements are accurate, complete, and current as of **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Epic Land Solutions, Inc. Cl istine Nickelson Vice President of Northwest ROW Services chris[ine Nickerson fMar 15.2024 09.40 PDTI Signature Title Date of Execution 03/15/2024 *** *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). 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 error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives,negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s)that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to theAgency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the 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. Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associate with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). 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 Local Agency A&E Professional Services Agreement Number 24-060 Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 A CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 3/14/2024 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 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 Risk Strategies Company PHONE Robin Strauss FAX 750 Third Avenue, Suite 1500 (A/c.No.Ext): 212-669-5400 (A/C,No):212-669-5417 New York, NY 10017 ADDRESS: rstrauss@risk-strategies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:SOMPO AMERICA INSURANCE COMPANY 11126 INSURED INSURER B:ENDURANCE ASSURANCE CORPORATION 11551 Epic Land Solutions, Inc. INSURER C:SOMPO AMERICA INSURANCE COMPANY 38997 1971 West 190th Street Suite 200 INSURER D: EVANSTON INSURANCE COMPANY 35378 Torrance, CA 90504 INSURER E:ACCREDITED SPECIALTY INSURANCE COMPANY 16835 INSURER F: COVERAGES CERTIFICATE NUMBER: 1952105773 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSR WVD POLICY NUMBER (MM/DD/YYYY),(MM/DD/YYYY) A GENERAL LIABILITY Y Y MGF30041677800 7/25/2023 7/25/2024 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $15,000 X Cross Liability PERSONAL&ADV INJURY $1,000,000 X Prim.Non-Cont. GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X E 0 LOC • $ A AUTOMOBILE LIABILITY Y Y MAF30041675200 7/25/2023 7/25/2024 COMBINED SINGLE LIMIT (Ea accident) $1,000 000 _ X ANY AUTO BODILY INJURY(Per person) $ X ALL OWNED x SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS AUTOS X AUUTOSWNED (Per s ciden[DAMAGE ROPERTY X HIRED $ B X UMBRELLA LIAB X OCCUR Y Y MUF30041685900 7/25/2023 7/25/2024 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10,000 $ C WORKERS COMPENSATION Y JWCS108610 7/25/2023 7/25/2024 X WC STATU- X OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE - N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liability MKLV1PE0002881 6/16/2023 7/25/2024 Each Claim/Agg.Limit $3MM/$4MM E Cyber Liability 2-CIA-TX-17-S0118622-00 7/25/2023 7/25/2024 Each Claim/Agg.Limit $5MM/$5MM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Agreement Number:24-060-South Barker Road Corridor Improvements The State and City of Spokane Valley,their officers,employees,and agents are included as additional insureds as per written contract,per policy terms, conditions and exclusions. Insurance is primary and non-contributory as per written contract,per policy terms,conditions and exclusions. Waiver of Subrogation in favor of the additional insureds as per written contract,per policy terms,conditions and exclusions. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. Workers Compensation coverage is not provided for in the State of Washington.Stop Gap only is provided. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 E. Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: MGF30041677800 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT YOU ARE OBLIGATED PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO A LOSS TO PROVIDE SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only with Section III - Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to such additional limits of insurance. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MGF30041677800 PRIMARY AND NON-CONTRIBUTORY -OTHER INSURANCE CONDITION Under Section IV- Commercial General Liability Conditions,the following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. SGL 02 168 (0619) Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: MGF30041677800 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHERE YOU ARE OBLIGATED TO WAIVE RIGHTS OF RECOVERY PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO LOSS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MGF30041677800 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHERE YOU ANY LOCATION WHERE YOU ARE OBLIGATED ARE OBLIGATED PURSUANT TO A WRITTEN PURSUANT TO A WRITTEN CONTRACT OR CONTRACT OR AGREEMENT EXECUTED PRIOR AGREEMENT EXECUTED PRIOR TO A LOSS TO TO A LOSS TO PROVIDE SUCH INSURANCE AS IS PROVIDE SUCH INSURANCE AS AFFORDED BY AFFORDED BY THE POLICY THIS POLICY FOR "YOUR WORK" AT THE LOCATION. Information required to complete this Schedule, if not shown above,will be shown in the Declarations A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only with Section III - Limits Of Insurance: respect to liability for "bodily injury" or "property If coverage provided to the additional insured is damage" caused, in whole or in part, by "your work" required by a contract or agreement, the most we at the location designated and described in the will pay on behalf of the additional insured is the Schedule of this endorsement performed for that amount of insurance: additional insured and included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MGF30041677800 COMMERCIAL GENERAL LIABILITY CG 2010 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION THAT YOU ALL PREMISES OF THE ADDITIONAL INSURED ARE OBLIGATED PURSUANT TO A WRITTEN WHERE WORK IS PERFORMED BY OR ON BEHALF CONTRACT OR AGREEMENT EXECUTED PRIOR OF THE NAMED INSURED TO A LOSS TO PROVIDE SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to furnished in connection with such work, on the include as an additional insured the person(s) or project (other than service, maintenance or organization(s) shown in the Schedule, but only with repairs) to be performed by or on behalf of the respect to liability for "bodily injury", "property additional insured(s) at the location of the damage" or "personal and advertising injury" covered operations has been completed; or caused, in whole or in part, by: 2. That portion of "your work" out of which the 1. Your acts or omissions; or injury or damage arises has been put to its intended use by any person or organization 2. The acts or omissions of those acting on your other than another contractor or subcontractor behalf; engaged in performing operations for a principal in the performance of your ongoing operations for as a part of the same project. the additional insured(s) at the location(s) designated above. C. With respect to the insurance afforded to these However: additional insureds, the following is added to 1. The insurance afforded to such additional Section III - Limits Of Insurance: insured only applies to the extent permitted by If coverage provided to the additional insured is law; and required by a contract or agreement, the most we 2. If coverage provided to the additional insured is will pay on behalf of the additional insured is the required by a contract or agreement, the amount of insurance: insurance afforded to such additional insured will 1. Required by the contract or agreement; or not be broader than that which you are required by the contract or agreement to provide for such 2. Available under the applicable limits of additional insured. insurance; whichever is less. B. With respect to the insurance afforded to these This endorsement shall not increase the applicable additional insureds, the following additional limits of insurance. exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MAF30041675200 7/25/23-24 This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II - COVERED AUTOS LIABILITY COVERAGE , the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1. Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS- BY CONTRACT, AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1. Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". However, such person or organization is an "insured"only: (1) With respect to the operation, maintenance or use of a covered "auto"; and (2) For"bodily injury" or"property damage"caused by an "accident"which takes place after: (a) You executed the written contract or written agreement; or (b) The permit has been issued to you. The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1. Who Is An Insured: f. Any "employee"of yours is an "insured"while using a covered "auto"you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: Includes copyrighted material of SCA 01 002 (0718) Page 1 of 4 Insurance Services Office, Inc.with g its permission. "Bodily injury"to: a. Any fellow"employee"of the "insured" arising out of and in the course of the fellow"employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow"employee" as a consequence of Paragraph a. above. However, we will cover"bodily injury"caused by your"employee"to his or her fellow"employee" if the "bodily injury" results from the use of a covered "auto". 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II - COVERED AUTOS LIABILITY COVERAGE , A. Coverage, paragraph 2.a. Coverage Extensions, Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to$5000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to$500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV- BUSINESS AUTO CONDITIONS , A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss , item a. is deleted and replaced by the following and item d. is added: a. In the event of an "accident", claim, "suit"or"loss"you must give us or our authorized representative prompt notice of the "accident"or"loss"when the "accident", claim, "suit" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer"or director if you are an organization other than a partnership, joint venture or limited liability company; (4) A member, if you are a limited liability company; (5) A trustee if you are a trust; or (6) An "employee"designated by you to give us such a notice. This notice should include: (1) How, when and where the "accident"or"loss"occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit"or"loss", solely due to your reasonable and documented belief that the "bodily injury"or"property damage" is not covered under this policy. SCA 01 002 (0718) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 4. WAIVER OF SUBROGATION The following is added to Section IV- BUSINESS AUTO CONDITIONS , A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us : If the insured has waived those rights prior to the "accident"or"loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV- BUSINESS AUTO CONDITIONS , B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud : We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional and you report the failure to us as soon as practicable after its discovery. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III - PHYSICAL DAMAGE COVERAGE, the following changes are made: A. WAIVER OF DEDUCTIBLE -GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONAL TRANSPORTATION EXPENSES A. Coverage, 4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto"of the private passenger type. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage,4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicates that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto". Includes copyrighted material of SCA 01 002 (0718) Page 3 of 4 Insurance Services Office, Inc.with g its permission. However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage, 4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto"from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is $1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an "insured"and in or on the covered "auto" at the time of `loss". The most we will pay for such personal effects is $500 per"loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS- ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental or unintended discharge of an airbag. The most we will pay for such `loss" is $1000. This coverage is excess over any other collectible insurance or warranty. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total "loss"to a covered "auto"and in addition to the actual cash value of the covered "auto", we will pay up to $1000 to repair or replace vehicle wraps displayed on the "auto"at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is$5000 for any one "loss", regardless of the number of covered "autos"deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an "auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V- DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: MAF30041675200 Effective Date:July 25,2023 Insured: CLS Holdings I LP SCA 01 002 (0718) a Includes copyrighted material of Page 4 of 4 Insurance Services Office, Inc.with g its permission.