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HomeMy WebLinkAbout26-023.00 Kimley-Horn & Associates - South Barker Corridor (I-90 to Appleway) Project #0348Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: 26-023 Firm/Organization Legal Name (do not use dba's): Kimley-Horn and Associates, Inc. Address Federal Aid Number 1201 Third Ave, Ste 2800, Seattle, WA 98101 CDS-4123(009) UBI Number Federal TIN or SSN Number 601432568 Execution Date Completion Date December 31, 2027 1099 Form Required Federal Participation ❑ Yes Q No ❑i Yes ❑ No Project Title South Barker Corridor (I-90 to Appleway) Description of Work The project is being accomplished in two phases, as described in Exhibit A - Scope of Work. ❑ Yes ❑i No DBE Participation Total Amount Authorized: $349,575 ❑ Yes ❑ No MBE Participation Management Reserve Fund: 0 ❑ Yes ❑ No WBE Participation ❑ Yes ❑ No SBE Participation Maximum Amount Payable: $349,575 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 14 Liability instifafteeifter-ease— Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Ravfcar/ m1m12n2i 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. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Rpvicpri n2mhi7n91 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 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. 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: Chelsea Aitken Agency: City of Spokane Valley Agency: Kimley-Horn and Associates, Inc. Address: 10210 East Sprague Avenue Address: 1201 Third Ave, Ste 2800 City: Spokane Valley State: WA Zip: 99206 City: Seattle State: WA Zip: 98101 Email: mpatterson@spokanevalleywa.gov Email: chelsea.aitken@kimley-horn.com Phone: 509-720-5102 Phone: 206-677-8634 Facsimile: Facsimile: 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 be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Anrpampnt Rpvisarf f17/f h/9091 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, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and"E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non-salary costs. 1. Direct(RAW) Labor Costs: The Direct(RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and"E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT(prime and all A&E sub-consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY(cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their A&E sub-consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. (excluding Meals, which are reimbursed at the per diem rates identified in this section) 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 economy class levels 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 WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and revisions thereto. Air, train, and rental car 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 the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 RPvicrarl n9mhi2n91 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and"E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled"Termination of Agreement." 5. Management Reserve Fund(MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of$100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total 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. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct(RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. 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 work under this AGREEMENT, contingent, if applicable, 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. 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. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Ravicarl minhi/021 D. 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. VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 apvica.l n2intm'1 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. 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 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 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 § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (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 and any appropriate fixed fee percentage 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 Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Rauicad n9/(M/9n91 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 and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." 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. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Rpvicpfl n9/n1/9f191 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 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a) the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and(b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Pev;cad nvni/21)91 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. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Robert Lochmiller Agency: City of Spokane Valley Address: 10210 E. Sprague Avenue City: Spokane Valley State: WA Zip: 99206 Email: rlochmiller@spokanevalleywa.gov Phone: 509-720-5010 Facsimile: No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount 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. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Ravicafr 1/9m1/2n91 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. 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 AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Ravicarl n9/n1/9n91 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. 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 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. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Ravicpd n9/n1/9n91 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. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENT `s, 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, Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 aavisarl n2imi7n71 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. For purposes of this AGREEMENT, "ESP'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. Z — Z Z� Signature Date February 13, 2026 Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: 26-023 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Ravicpol n2mii2n21 Exhibit A Scope of Work Project No. See attached Exhibit A - Scope of Work. Agreement Number: 26-023 Exhibit A-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Kimley>>> Horn Exhibit A Scope of Work Project History The South Barker Corridor Study, updated in 2020, looked at traffic impacts and made recommendations for both short- and long-term planning along the Barker Road Corridor. The study analyzed future traffic growth between Mission Avenue and 8th Avenue and determined whether future improvements were needed to maximize safety and efficient movement of both motorized and non-motorized users. Recommendations from the South Barker Corridor Study included: 1)widening Barker Road from Mission Avenue to 8th Avenue, 2) improving several intersections along Barker Road, 3) improving the 1-90 interchange with Barker Road, and 4) accommodating multi-modal users. Project Purpose The purpose for the Barker Road Corridor(1-90 to Appleway Avenue) project is to further develop and evaluate the recommendations from the South Barker Corridor Study as they relate to Barker Road between the 1-90 eastbound on/off ramps and Appleway Avenue. This project is expected to take place in two phases, described below. PHASE 1 : ALTERNATIVES ANALYSIS AND EVALUATION STUDY This scope of work shall be for Phase 1: Alternatives Analysis and Evaluation Study. This includes: • Project management • Traffic analysis • Alternatives and conceptual design • Preliminary right-of-way services • Outreach and public engagement During and/or at the conclusion of the Alternatives Analysis and Evaluation Study Phase, the City of Spokane Valley (CITY) can exercise the option to supplement Kimley-Horn's contract to include Phase 2. PHASE 2: FINAL DESIGN Phase 2: Final Design scope will be coordinated between Kimley-Horn and the CITY during development of Phase 1 or upon its completion, at the CITY's direction. It is generally assumed that Phase 2 scope will consist of final design elements identified below: • Project management • WSDOT intersection control evaluation (ICE) coordination • 30%, 60%, 90%, and bid-ready plans, specifications, and estimates (PS&E) • Stormwater report • Design documentation • Outreach and public engagement • Permitting • Supplemental survey explorations • Geotechnical exploration • Bid assistance • Design support during construction kimley-horn.com 1201 Third Ave, Suite 2800, Seattle, WA 98101 (206)607-2600 Page 2 Overall Project Assumptions The following are general assumptions for the project. • Existing materials to be provided by the CITY include: • Topographic survey of the project limits • Environmental documentation from previous work related to the South Barker Corridor • Roadway and utility as-built drawings for adjacent or related projects that are currently available • Existing right-of-way or plat maps for the project area • Existing right-of-way plans for the project area • Existing aerial photographs in Title reports • 2024 traffic counts ■ CITY CAD title block and applicable CAD delivery standards • The CITY shall provide the following project information: ■ Conceptual pavement structural section recommendations based on similar nearby projects (for cost- estimating purposes). • Conceptual stormwater infiltration rate recommendations based on similar nearby projects (for conceptual stormwater management design). • Phase 1 effort will begin in February 2026 and be completed by the end of September 2026. • On-site geotechnical exploration is not included in this scope of work for Phase 1. It is anticipated to be included in Phase 2. • Budget amounts may be moved from one task to another at the discretion of Kimley-Horn by notifying the CITY of the change if the overall budget is not exceeded. • WSDOT standard bid items shall be used for all items on the project unless unavailable for items specified by special provisions, to be provided in future phases of work. • WSDOT shall review and approve project elements that could impact I-90's limited access in future phases of work. WSDOT coordination by Kimley-Horn in Phase 1 shall be limited to the meetings noted in this scope of work. • Project deliverable standards include: • AutoCAD Civil 3D shall be used as the project's design platform. • Plan sheets shall bear the CITY's Title Block. ■ StormShed, MGSFlood, MS Excel, and/or other hydrologic and hydraulic software shall be utilized for drainage design. • AG132 software shall be utilized for illumination design. • MS Excel shall be utilized for spreadsheets. • MS Word shall be utilized for word processing. • MS Project shall be utilized for scheduling. ■ MS PowerPoint shall be utilized for presentations. ■ AutoTURN for AutoCAD shall be utilized to evaluate vehicle turning movements. • ESRI ArcGIS products shall be utilized for the processing and presentation of geospatial information. • Because Kimley-Horn does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including, but not limited to, opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. Kimley-Horn cannot and does not guarantee that proposals, bids, or actual costs will not vary from its opinions of cost provided in project cost estimates. If the CITY wishes kimley-horn.com 1201 Third Ave, Suite 2800, Seattle, WA 98101 (206)607-2600 Page 3 greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Kimley- Horn's services required to bring costs within any limitation established by the CITY will be paid for as additional services. Scope of Work PHASE 1 Task 101: Phase 1 Project Management and Administration Kimley-Horn shall prepare monthly progress reports, invoices, and other project documents as identified below. Kimley-Horn shall provide project administration and coordination with the CITY to facilitate efficient progress and timely completion of design tasks. 101.1 Project Management and Coordination Kimley-Horn will provide project management activities to maintain the project schedule and budget. The project manager will plan and monitor the completion of scope items by the design team and confirm the team has information needed to complete tasks. This task includes preparing, issuing, and executing subconsultant agreements with one subconsultant. 101.2 Quality Management Kimley-Horn will develop a Quality Management Plan. The plan shall identify the quality management team, procedures that shall be used for quality assurance and quality control, the schedule of quality management tasks, and quality control protocol that shall be followed for all deliverables. The plan shall be based on Kimley- Horn best practices, supplemented by CITY preferences, and will not be prepared to meet WSDOT or FHWA standards. This scope includes one round of revisions to address CITY comments to prepare a final Quality Management Plan. 101.3 Project Schedule Kimley-Horn shall prepare a baseline schedule for design work included in this scope using MS Project. Schedule updates shall be submitted monthly to the CITY as part of the monthly invoice package described under Task 101.5. 101.4 Project Management Meetings Kimley-Horn will conduct up to eight (8) monthly project management coordination meetings to review the progress of the project and project management issues with the CITY project manager. Kimley-Horn will provide a proposed agenda to the CITY in advance of each coordination meeting and distribute summary notes following each meeting. Kimley-Horn will conduct an on-site project kick-off meeting and design charette workshop. The kick-off meeting will be held at City Hall with a site walk of the project location. Kimley-Horn will provide a proposed agenda in advance of the meeting and distribute summary notes following the meeting. It is assumed that six (6) Kimley- Horn staff and one (1)TENW staff will attend the kick-off meeting in person. It is assumed that the kick-off meeting will be four (4) hours in duration. 101.5 Monthly Progress Reports and invoices Kimley-Horn shall prepare and submit a monthly progress report to the CITY by a mutually agreed date. Monthly progress reports shall include: • A brief narrative of work completed for the prior month for each Kimley-Horn task/subtask. • A brief narrative of work expected to be completed during the next month for each Kimley-Horn task/subtask. kimley-horn.com 1201 Third Ave, Suite 2800, Seattle, WA 98101 (206)607-2600 Page 4 • Identification of any tasks/subtasks that are delayed or determined to be at-risk and a summary of a recovery plan, dependencies, and project impacts. • Decisions/Issues/Changes Log, updated monthly (tracking project decisions). • Action Item Log, updated monthly (tracking actions, results and impacts to scope, schedule, and budget). Task Assumptions: • Phase 1 effort will begin in February 2026 and be completed by the end of September 2026. • A draft Quality Management Plan will be submitted to the CITY for review and comment. Up to one (1) revision is assumed within this scope of work. • Project Management Meetings are assumed at 30 minutes each. • Project Management Meetings assume attendance of Kimley-Horn project manager plus up to one (1) additional staff member at up to eight (8)total meetings. • Project Management Meetings are assumed to be virtual, unless being held in coordination with other in- person project meetings. • A baseline schedule for design delivery will be developed by Kimley-Horn and reviewed with CITY staff during the initiation of project work. • Project progress reports and an updated schedule will be prepared monthly, up to eight (8) total. • A Decisions/Issues/Changes Log will be maintained by the Kimley-Horn project manager. Updates will be provided monthly to the CITY, up to eight (8) total. • An Action Item Log will be maintained by the Kimley-Horn project manager. Updates will be provided monthly to the CITY, up to eight (8)total. • One (1) project kick-off meeting will be hosted by the CITY at four (4) hours duration. Kimley-Horn will prepare an agenda, meeting summary, and site walk materials. Task Deliverables: • Draft and Final Quality Management Plan — Electronic (PDF) • Kick-Off Meeting Notes and Agendas— Electronic (PDF) • Monthly Project Management Meeting Notes and Agendas— Electronic (PDF) • Baseline Project Schedule—Electronic (MS Project, PDF) • Up to 8 Monthly Project Schedule Updates— Electronic (MS Project, PDF) • Up to 8 Monthly Decisions/Issues/Changes Log Updates— Electronic (Excel, PDF) • Up to 8 Monthly Action Item Log Updates— Electronic (Excel, PDF) • Up to 8 Monthly Progress Reports— Electronic (PDF) • Up to 8 Monthly Invoices— Electronic (PDF) Task 102: Topographic Survey The CITY has completed a topographic survey and prepared a basemap of the project limits under a separate consultant contract with AHBL, Inc. The CITY will provide the basemap in electronic format that includes found monumentation to establish the control, right-of-way, and abutting parcels property lines needed for the design of the project. Task 102.1 Topographic Survey Review Kimley-Horn will complete a review of topographic survey to verify conditions observed in the field and identify anticipated survey needs, to be scoped with Phase 2. Kimley-Horn will prepare a memorandum for the CITY to document findings. Up to twelve (12) hours are assumed for this task. Task Assumptions: • No additional topographic survey will be needed for Phase 1; there may be additional topographic survey needed for Phase 2 for possible swale locations and realignments of side streets. kimley-horn.com 1201 Third Ave, Suite 2800. Seattle, WA 98101 (206)607-2600 Page 5 • The CITY shall provide AutoCAD basemap in 2018 format or newer; the surface file shall be a Civil3D surface. Task Deliverables: • Survey review memorandum- Electronic (PDF) Task 103: Traffic Analysis The primary purpose of this task is to prepare a Traffic Analysis Memorandum to determine the number of traffic lanes and type of intersection improvements on Barker Road from the 1-90 eastbound on/off ramp intersection to Appleway Avenue needed to provide a level of service per CITY standards for projected traffic volumes in 2050. Task 103.1 Existing Conditions Analysis TENW will conduct a detailed inventory of transportation infrastructure and major travel patterns within the project limits. TENW will collect AM and PM peak hour traffic counts and use Synchro, Sidra, and SimTraffic to analyze traffic operations at the following Barker Road intersections: • Barker Road/1-90 westbound ramps • Barker Road/1-90 eastbound ramps • Barker Road/Broadway Avenue • Barker Road/Alki Avenue • Barker Road/Cowley Avenue • Barker Road/Appleway Avenue Task 103.2 Capacity and Needs Assessment Based on the results of the traffic operations analysis, TENW will provide a draft and final Traffic Analysis Memorandum with recommendations for intersection control measures as well as approach lane, departure lane, and circulatory lane configurations at five (5)of the project intersections to meet the level of service per CITY standard. Where there are multiple options to address capacity needs, the design team will review these improvements with CITY staff. The assessment will include investigating: • Modifications to the 1-90 eastbound on/off ramp roundabout to provide an additional northbound turn lane onto the eastbound 1-90 ramp. • A six-legged roundabout that combines Barker Road, the two 1-90 eastbound ramps, and Broadway Avenue. • A three-legged roundabout with Barker Road and Broadway Avenue (west leg), providing a right in/out for the east leg of Broadway Avenue at or near its current location. • A four-legged roundabout with Barker Road and Broadway Avenue, with a realigned east leg Broadway Avenue. • A signalized intersection at Barker Road and Appleway Avenue. • A multilane roundabout at Barker Road and Appleway Avenue. • Providing a left-turn lane between Broadway Avenue and Appleway Avenue compared to restricting all left-turn movements except at the roundabout locations (1-90 eastbound ramps, Broadway Avenue, and Appleway Avenue). • Restricting left-turn movements is only feasible with a roundabout at Appleway Avenue. Additional key elements of the traffic analysis will include: • Determining the level of service of the existing configuration of the 1-90 westbound on/off ramp roundabout based on the proposed improvements to the south. • Local access impacts and considerations. kimley-horn.com 1201 Third Ave, Suite 2800, Seattle, WA 98101 (206)607-2600 Page 6 • Crash history evaluation. • Non-motorized considerations. Based on the findings of the traffic analysis, Kimley-Horn will progress conceptual corridor designs for the project, as identified under Task 104. Task 103.3 Traffic Support during Conceptual Design Kimley-Horn will provide VISSIM Traffic Simulation Model for up to two (2) improvements. It is assumed that both simulations will represent Design Year 2050 during the worst-case peak hour. The VISSIM model will be run with eight(8)to 10 iterations to generate network performance metrics, e.g., average travel time and level of service, using eight(8)to 10 random traffic `seeds'. Video animations will be generated from the VISSIM analysis with the two (2) alternative concept design renderings used to develop the animations. A total of four(4) animations will be produced for two peak periods using the two (2) concept alternatives at the design year. TENW staff will support and attend WSDOT coordination meeting and CITY coordination meeting series, as identified under Task 104. Task Assumptions: • The CITY will provide recent Subarea Study and Model Traffic Volumes. • Eight(8) project team meetings for duration of Phase 1 to be attended by one (1)TENW staff. • Task 103 fee includes TENW staff time to support CITY coordination meeting series, Consultant coordination meeting series, and WSDOT coordination meetings, as outlined in Tasks 104.1 and 104.6. Task Deliverables: • Draft Traffic Analysis Memorandum, including up to two (2) revisions— Electronic (PDF) • Final Traffic Analysis Memorandum— Electronic (PDF) • VISSIM simulation, including video animation clips of operating conditions for the future year AM and PM demands, for two (2) intersection configuration scenarios, e.g., signals vs. roundabouts; a total of four(4) video clips will be generated Task 104: Alternatives and Conceptual Design 104.1 Project Coordination Meetings Kimley-Horn will participate in monthly team meetings (one [1] hour in length)with CITY staff to review the progress of the project and discuss technical issues. The meetings shall be via web-based conferencing and shall be attended by the CITY, Kimley-Horn project manager, key stakeholders, and key members of the Kimley-Horn team, as needed for discussion of the task items. Kimley-Horn will prepare an agenda in advance of each meeting and provide a meeting summary to all attendees following the meeting. Eight (8)total meetings are assumed. For the basis of this scope of work, the assumed attendance is as follows: • Kimley-Horn (Civil Design, VISSIM Modeling)—four(4)attendees • TENW (Traffic Engineering)—one (1) attendee Kimley-Horn will conduct monthly consultant team coordination meetings between TENW and Kimley-Horn team members. It is assumed that meetings will be one (1) hour in length, hosted virtually. For the basis of this scope of work, the assumed attendance is as follows: • Kimley-Horn (Civil Design, VISSIM Modeling)—six (6) attendees • TENW (Traffic Engineering)—two (2) attendees 104.2 Alternatives Evaluation of Lane Configurations kimley-horn.com 1201 Third Ave. Suite 2800, Seattle, WA 98101 (206)607-2600 Page 7 Kimley-Horn will coordinate with work identified under Task 103 to provide roundabout lane configurations that correspond to the traffic patterns and access the traffic analysis output to determine a recommended lane configuration for the roundabout control. This will inform the conceptual design. Kimley-Horn will provide the traffic study team with a recommended lane configuration for the study team to perform a capacity analysis to determine the level of service. The process is iterative, aimed at the most efficient lane configuration to avoid overbuilding potential roundabouts. If staging or expansion is considered, additional lane configurations will be incorporated and analyzed up to the available budgeted amount. A similar process will follow the development of signal lane configurations. 104.3 Conceptual Intersection Design The primary purpose of this task is to verify the footprint of each intersection type. Roundabout design will be in conformance with principles described in NCHRP Report 1043. For each roundabout alternative identified under Task 103.2, one (1)2D concept exhibit that depicts critical roundabout features and geometric design elements will be produced. The layout will include colored pavement markings consistent with the MUTCD edition in effect when a formal Notice to Proceed is received. In addition, the layout will include color-coded areas identifying landscape opportunities and potential sight line constraints based on estimated approach stopping and intersection sight lines. Project constraints and right-of-way will be identified. Key features evaluated during this phase typically include: • Number of approach, departure, and circulatory lanes • Channelization and striping strategies for circulating lanes and design vehicle accommodation • Design speed, design vehicle, and sight line considerations (Note: Calculations will not be conducted at this phase of concept refinement. Design check calculations will be completed with preliminary engineering.) • Local access impacts and circulation • Travel paths for bicyclists and pedestrians • Continuity for pedestrian travel and access to transit facilities • Estimated functional area of intersection based on roundabout geometric features and roundabout design influence areas For each signalized alternative identified under Task 103.2, one (1) layout will be prepared. Conceptual layouts will review elements including: • Size and location of intersection footprint relative to right-of-way and geometric constraints • Number and width of departure lanes (left turn, right turn, through, or general lanes)and number and width of receiving lanes • Lane storage/queue length and transition from corridor cross section to intersection • Analysis of intersection tapers/offsets • Channelization and striping strategies for design vehicle turning movements • Local access impacts • Travel paths for bicyclists and pedestrians • Continuity for pedestrian travel • Schematic signal layout of pole locations It is assumed that constraints at the project location will be identified by others and provided to Kimley-Horn prior to development of the refined project concepts. After review by the CITY, one (1) round of adjustments to each layout is included. kimley-horn.com 1201 Third Ave, Suite 2800. Seattle, WA 98101 (206)607-2600 Page 8 104.4 Conceptual Corridor Design Kimley-Horn will prepare existing and proposed typical sections for the corridor, between Broadway Avenue and Appleway Avenue, using Streetmix. Up to four(4) proposed typical sections will be prepared, with up to one (1) iteration each based on CITY feedback. Sections are assumed to include: • Bio-infiltration swales with two-way-left-turn (TWLT) lane • Bio-infiltration swales with restricted access • Off-site detention pond with TWLT lane • Off-site detention pond with restricted access The CITY will select a preferred typical section to progress into conceptual corridor design. Up to two (2)typical sections may be selected for various points of the corridor. Conceptual corridor design will be progressed with the selected typical sections. Conceptual design will be based on 2D geometry to demonstrate anticipated impacts to the project corridor related to roadway widening and tie-ins of the intersection geometry, as developed under Task 104.3. Consideration will be given to multimodal access and continuity throughout the corridor, private property impacts, and utility impacts. Four(4) roll plot exhibits will be prepared to support Tasks 104.3 and 104.4. Initial roll plots will show the four(4) corridor sections, as defined in Task 104.4, overlaid with the intersection layouts, as defined in Task 104.3. Roll plots will be conceptual in nature to depict proposed conditions at a high level, including elements such as lane widths, sidewalk widths, and property access points, but will not show corridor tie-ins. One (1) round of comments from the CITY are included to progress two (2) configurations to final conceptual roll plots, which will show corridor tie-ins to preferred intersection layouts. 104.5 Conceptual Stormwater Management Design Kimley-Horn will perform a conceptual level stormwater analysis for up to two (2) best management practice (BMP) options: • Bio-infiltration swales at the roadway edge • Off-site detention pond Conceptual analysis will include: • Order of Magnitude facility sizing based on roadway cross sections and anticipated length of improvements. Infiltration rates will be provided by CITY based on known adjacent site conditions. • Approximate facility locations. • Potential impacts to adjacent properties, including right-of-way, and downstream routes. a Design constraints and limitations. Phase 1 exclusions: • Conveyance layout or sizing • System profiles • Facility details 104.6 WSDOT Coordination Kimley-Horn will conduct up to two (2) coordination meetings with WSDOT and the CITY. It is assumed that the first meeting will be held in-person. The first meeting will follow the Barker Road and Broadway Avenue kimley-horn.com 1201 Third Ave. Suite 2800. Seattle, WA 98101 (206)607-2600 Page 9 intersection treatment decision as specified in task 104.3 and will be held prior to the public open house, as described in task 106.4. A second meeting will be hosted virtually, if desired by CITY staff. Task Assumptions: • A preliminary planning-level Opinion of Probable Construction Cost (OPCC) estimate will be prepared in Task 104.4 • One (1) WSDOT coordination meeting will be held in-person, hosted by the CITY. The meeting is assumed to be up to two (2) hours in duration and will be attended by up to four (4) Kimley-Horn staff and one (1)TENW staff. • Up to one (1) WSDOT coordination meeting will be hosted virtually by Kimley-Horn. Meeting is assumed to be up to one (1) hour in duration and will be attended by up to four(4) Kimley-Horn staff and one (1) TENW staff. Task Deliverables: • Meeting agendas, materials, and summaries as outlined in Tasks 104.1 and 104.6— Electronic (PDF) • Intersection Concept Exhibits, up to six (6)— Electronic (PDF) • Typical Sections, up to four (4) (Streetmix)— Electronic (PDF) • Draft Conceptual Roll Plots, up to four (4)— Electronic (PDF) • Final Conceptual Roll Plots, up to two (2)— Electronic (PDF) • Stormwater Management Memorandum describing the findings of the conceptual stormwater analysis, including exhibits showing approximate facility size and location — Electronic (PDF) • Planning-Level OPCC— Electronic (Excel, PDF) Task 105: Preliminary Right-of-Way Services (Kimley-Horn) The purpose of this task is to perform initial right-of-way analysis necessary for evaluating costs, risk, and discovery of any encumbrances or exceptions on title for anticipated potential acquisitions. Task 105.1 Acquisition— Estimate Cost Per Square Foot Kimley-Horn will conduct a market analysis of comparable sales in the vicinity of the project alignment as well as research with the County Assessor to determine cost per square foot of potential acquisitions, based on preliminary alignment map showing potentially impacted parcels. The memorandum on estimated costs will define residential properties and commercial properties. Task 105.2 Relocation Preliminary Cost Estimate Kimley-Horn will provide an approximate cost estimate for potential relocation impacts, assuming up to two (2)full acquisitions. An analysis shall be done to provide an estimated purchase price for the two (2) subject properties, possible relocation benefit amounts, and any subsequent costs that may be due. Task 105.3 Title Report Review Kimley-Horn will review up to 22 preliminary title reports provided by the CITY to determine vesting, utility location, and other title encumbrances that may affect the acquisitions. Task Assumptions: • The CITY will provide preliminary title report commitments within 14 business days of Notice to Proceed. • Title reports shall be provided by the CITY at no additional cost to Kimley-Horn. Task Deliverables: • Cost Estimate Memorandum of typical acquisition area per square foot— Electronic (PDF) kimley-horn.com 1201 Third Ave, Suite 2800. Seattle, WA 98101 (206)607-2600 Page 10 • Cost Estimate Memorandum of possible relocations for up to two (2) properties— Electronic (PDF) • Preliminary Title Report Review Memorandums, up to 22— Electronic (PDF) Task 106: Outreach Kimley-Horn will provide public outreach services during Phase 1, co-led with the CITY public information officer and CITY project manager, using a top-down, inside-out approach to support conceptual design effort. Task 106.1 Community/Stakeholder Database Kimley-Horn shall create a database of businesses, community organizations, and stakeholder groups that have an interest in the project. New contacts shall be forwarded to Kimley-Horn by the CITY, who shall then be responsible for updating the database to include new contacts and comments, on a monthly basis throughout Phase 1. Task 106.2 Strategic Communications and Outreach Plan Kimley-Horn will develop a Strategic Communications and Outreach Plan (SCOP) in coordination with the CITY, that outlines communications tasks, roles, and responsibilities during Phase 1; major activities and engagement milestones during Phase 2; external and internal stakeholders relevant to this project; target audiences; and media relations for the outreach effort during alternative analysis and design. Task 106.3 Stakeholder Coordination and Interviews Kimley-Horn will notify identified property owners and tenants along the corridor, as well as other stakeholders identified by the CITY, of the opportunity to request a one-on-one stakeholder interview of approximately 30-45 minutes, to be held in-person or virtually. Kimley-Horn will coordinate, schedule, and support facilitation of up to five (5) stakeholder interview meetings, in coordination with the CITY. Task 106.4 Open House Kimley-Horn shall coordinate one (1) public open house during Phase 1 for the public to meet the project team, learn about the project, raise issues to be addressed, and provide feedback. This task includes: • Development of a formal invite • Development of up to 10 display boards • Arranging the venue and staffing the event • Preparing a report summarizing the open house Task 106.5 Project Communication Materials Kimley-Horn shall assist the CITY in the design and draft of content, and shall coordinate review for the following external materials (including updates): • Project fact sheet • Frequently Asked Questions (FAQ)document • Project folio/brochure • Content and graphics for the project website Task 106.6 Engagement Summary Documentation and Reporting Kimley-Horn will prepare a draft and final Engagement Summary Memorandum documenting public and stakeholder engagement methods and feedback summaries. kimley-horn.com 1201 Third Ave, Suite 2800. Seattle. WA 98101 (206)607-2600 Page 11 Task Assumptions: • Outreach is co-led with the CITY public information officer and project manager; Kimley-Horn prepares outreach materials and documentation, and the CITY distributes communications. • Up to five (5)virtual or in-person stakeholder meetings, up to 45 minutes in duration. • One (1) in-person open house event, up to two (2) hours in duration. • Scope and fee does not include cost for vendor or facility rental fees for in-person meetings. • One (1)targeted project mailer to support corridor design outreach. • Printing and postage for targeted mailer are not included with this scope of work. • All communication materials may go through up to two (2) revisions each. Task Deliverables: • Strategic Communication and Outreach Plan — Electronic (PDF, Word) • Project Fact Sheet and FAQ— Electronic (PDF, Word) • Website and survey content— Electronic (Word) • Interview questions and discussion guides— Electronic (Word) • Stakeholder briefing materials— Electronic (PDF) • Virtual stakeholder meeting materials and summaries (up to five [5])— Electronic (PDF, Word) • In-person engagement event materials— Electronic (PDF) • Display boards, up to 10— Electronic (PDF) and Printed (up to 10) • Targeted project mailer (content, graphics, and mailing-ready files)— Electronic (PDF) • Engagement Summary Memorandum (Phase 1)— Electronic (PDF, Word) kimley-horn.com 1201 Third Ave. Suite 2800, Seattle, WA 98101 (206)607-2600 Exhibit B DBE Participation 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. Agreement Number: 26-023 Exhibit B-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data The AGENCY has completed a topographic survey and prepared a basemap of the project limits under a previous consultant contract. The AGENCY will provide the basemap in electronic format that includes found monumentation to establish the control, right-of-way, and abutting parcels property lines needed for the design of the project. (See Exhibit A - Scope of Work for additional information) B. Roadway Design Files The CONSULTANT will prepare Design Files using AutoCAD Civil 3D and will submit a PDF copy of all exhibits for AGENCY review. (See Exhibit A - Scope of Work for additional information) C. Computer Aided Drafting Files The CONSULTANT will utilize the current version of Civil 3D and AutoCAD for all drafting. (See Exhibit A - Scope of Work for additional information) Agreement Number: 26-023 Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant The AGENCY reserves the right to review all CONSULTANT work under this contract. The AGENCY's review comments shall be addressed by the CONSULTANT on all deliverables prior to the final acceptance by the AGENCY. Review periods and milestone deliverables are identified in Exhibit A - Scope of Work. E. Specify the Electronic Deliverables to Be Provided to the Agency All reports, data, and files, as described in Exhibit A - Scope of Work, are to be provided to the AGENCY electronically when feasible or as requested. Monthly progress reports and invoices shall be sent electronically via email to the AGENCY's Project Manager. F. Specify What Agency Furnished Services and Information Is to Be Provided Items to be furnished by the AGENCY are listed and identified in Exhibit A - Scope of Work. Agreement Number: 26-023 Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4 II. Any Other Electronic Files to Be Provided Digital files prepared under this scope of work to be exchanged with the AGENCY shall be compatible with the AGENCY's current version of AutoCAD, Microsoft Project, Excel, Word, PowerPoint, Bluebeam PDF, or as agreed with the AGENCY. (See Exhibit A - Scope of Work for additional information) III. Methods to Electronically Exchange Data Email, AGENCY-hosted SharePoint project website. Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 3 of 4 A. Agency Software Suite Microsoft Office Suite B. Electronic Messaging System Microsoft Outlook and Teams. C. File Transfers Format Original files to be submitted in appropriate format, as specified in Exhibit A - Scope of Work. Exhibit C-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 4 of 4 Exhibit D Prime Consultant Cost Computations See attached Exhibit D. 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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, (Title of Modal Operating 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 Modal Operating Administration 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 Modal Operating Administration 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 (Title of Modal Operating 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 (Title of Modal Operating 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 (Title of Modal Operating 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 (Title of Modal Operating 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 Cost Agreement Number 26-023 Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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 26-023 Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of the 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 Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Kimley-Horn and Associates, Inc. whose address is 1201 Third Ave, Ste 2800, Seattle, WA 98101 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage, brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the 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. Kimley-Horn and Associates, Inc. Consultant(Firm Name) February 13, 2026 Signature(Authorized Official of Consultant) Date Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-1(b) Certification of the City of Spokane Valley I hereby certify that I am the: ,j City Manager ❑ Other of the City of Spokane Valley , and City of Spokane Valley or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the 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. ! 2 —a zC Signature Date Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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 (l)(b) of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Kimley-Horn and Associates, Inc. Consultant(Firm Name) - February 13, 2026 Signature(Authorized Official of Consultant) Date Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 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 cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly. Kimley-Horn and Associates, Inc. Consultant(Firm Name) February 13, 2026 Signature(Authorized Official of Consultant) Date Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit G-4 Certificate 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 2.101 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(I-90 to Appleway) * are accurate, complete, and current as of February 5, 2026 **. 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: Kimley-Horn and Associates, Inc. Associate/Sr. Project Manager Signature Title Date of Execution***: February 13, 2026 *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. Agreement Number: 26-023 Exhibit G-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design 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. Agreement Number: 26-023 Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: 26-023 Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer,WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: 26-023 Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation,payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 26-023 Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 DATE(MM/DD,'YYYY) ACoRD® CERTIFICATE OF LIABILITY INSURANCE 2/4/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME:Edgewood Partners Ins Center PHONE Jerry Noyola FAX 3780 Mansell Rd. Suite 370 (A/C.No.Ext):770.552.4225 (A/C,No): Alpharetta GA 30022 E-MAIL DD IESS: greylingcerts@greyling.com INSURER(S)AFFORDING COVERAGE NAIC# _ INSURER A:National Union Fire Ins Co of Pittsburg 19445 INSURED KIMLASS INSURER B:Allied World Assurance Co(U.S.)Inc. 19489 Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 INSURERC:New Hampshire Insurance Company 23841 Raleigh, NC 27601 INSURER D:Lloyd's of London _ 85202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2005180693 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 NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY GL5268169 4/1/2025 4/1/2026 EACHOCCURRENCE $2,000,000 r 1 DAMAGE TO RENTED CLAIMS-MADE ! X OCCUR PREMISES(Ea occurrence) $1,000,000 X Contractual Liab MED EXP(Any one person) $25,000 • PERSONAL&ADV INJURY $2,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $4,000,000 _ POLICY X JECT X L. _PRODUCTS-COMP/OP AGG $4,000,000 _ \/ OTHER: $ A AUTOMOBILE LIABILITY CA4489663(AOS) 4/1/2025 4/1/2026 COMBINED SINGLE LIMIT $2,000,000 A CA2970071 (MA) 4/1/2025 4/1/2026 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ • B X UMBRELLA LIAB X OCCUR 03127930 4/1/2025 4/1/2026 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1n nnn $ C WORKERS COMPENSATION WC067961230(AOS) 4/1/2025 4/1/2026 X PER OTH- C AND EMPLOYERS'LIABILITY Y/N WC013711885(CA) 4/1/2025 4/1/2026 STATUTE ER ANYPROPRIETOR/PARTNERJEXECUTIVE N N/A E.L.EACH ACCIDENT $2,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $2,000,000 D Professional Liability B0146LDUSA2504949 4/1/2025 4/1/2026 Per Claim $2,000,000 �,- Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Barker Road.The City of Spokane Valley is named as an Additional Insured with respects to General Liability where required by written contract.The above referenced liability policies with the exception of workers compensation and professional liability are primary&non-contributory where required by written contract.Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,we will endeavor to provide 30 days' written notice(except 10 days for nonpayment of premium)to the Certificate Holder. 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 East Sprague Avenue Spokane Valley WA 99206 AUTHORIZED REPRESENTATIVE z.r ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL5268169 COMMERCIAL GENERAL LIABILITY CG 20 10 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 WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 12 19 4 Insurance Services Office, Inc., 2018 Page 1 of 2 ❑ A. Section II - Who Is An Insured is amended to maintenance or repairs) to be performed by include as an additional insured the person(s) or or on behalf of the additional insured(s) at organization(s) shown in the Schedule, but only the location of the covered operations has with respect to liability for "bodily injury", been completed; or "property damage" or "personal and advertising 2. That portion of "your work" out of which injury" caused, in whole or in part, by: the injury or damage arises has been put to 1. Your acts or omissions; or its intended use by any person or 2. The acts or omissions of those acting on organization other than another contractor or your behalf; subcontractor engaged in performing in the performance of your ongoing operations operations for a principal as a part of the same project. for the additional insured(s) at the location(s) designated above. C. With respect to the insurance afforded to these additional insureds, the following is added to However: Section III - Limits Of Insurance: 1. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most by law; and we will pay on behalf of the additional insured 2. If coverage provided to the additional is the amount of insurance: insured is required by a contract or 1. Required by the contract or agreement; or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable limits of that which you are required by the contract insurance; or agreement to provide for such additional whichever is less. insured. This endorsement shall not increase the B. With respect to the insurance afforded to these applicable limits of insurance. additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, Page 2 of 2 0 Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: GL5268169 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 WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. 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 include as an additional insured the person(s) or B. With respect to the insurance afforded to organization(s) shown in the Schedule, but only these additional insureds, the following is with respect to liability for "bodily injury" or added to Section III — Limits Of Insurance: "property damage" caused, in whole or in part, If coverage provided to the additional insured is by "your work" at the location designated and required by a contract or agreement, the most described in the Schedule of this endorsement we will pay on behalf of the additional insured performed for that additional insured and is the amount of insurance: included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional insured only applies to the extent permitted whichever is less. by law; and This endorsement shall not increase the 2. If coverage provided to the additional applicable limits of insurance. 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 37 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design 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. Agreement Number: 26-023 Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: 26-023 Exhibit I-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Agreement Number: 26-023 Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 26-023 Exhibit J-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2 Exhibit E Sub-consultant Cost Computations If no sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting" of this AGREEMENT. See attached Exhibit E. Agreement Number: 26-023 Exhibit E-Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1 gX T :OW xx E. „ _ R Sw ^a : <X FW O y F9 s.. f5. y Ii Z 1t_ SJ-VI 3 . 1 1 . S E . § § . $ ^ 814 E . . . f _ r-aiR $ -?s g ssssss a S 8 3i G F. g u' ^a LL ; e — 3 k I V 'i ill . u :E eel S 3 ii _ w i� 51 3 IPI a t i e ; -== <1 '8, 8. E o EH _me < u E TiY3 .._.. __ aaaaae 0 rc 1 o z 1 m aw 14 s 1 i i