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10-008.00 Skillings & Connolly: On Call ROW Acquisition & AppraisalLocal Agency Consultant/Addressrreiephons Skillings and Connolly, Inc. Standard Consultant PO Box 5080 Agreement 5016 Lacey Blvd, SE Lacey, WA 98509 0 Architectural /Engineering Agreement Q Personal Services Agreement A regiment Number pg; (360) 491 - 3399 10 -008 Project Title And Work Description On -Call, Right-of-Way Acquisition and Appraisal Federal Aid Number Services. Scope bf Work as described fn Dec. 29, 2009 UAW A -1 and Task Order Descriptions Agreement Type (Choose one) Q lump Sum Lump Sum Amount $ Q Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method DBE Participation [J Yes No Q Actual Cost Federal ID Number or Social Security Number ❑ Actual Cost Not To Exceed % REDACTED ❑ Fixed Overhead Rate % Do you require a 1099 for IRS? Completion Date Fixed Fee $ Q Yes 0 No December 31, 2011 Total Amount Authorized $ 100,000.00 ® Specific Rates Of Pay ® Negotiated Hourly Rate El Provisional Hourly Rafe Management Reserve Fund $ ❑ Cost Per Unit of Work Maximum Amount Payable $ 100,000.00 Index -of Exhibits (Check all that apply): ® Exhibit A -1 Scope of Worts ® Exhibit A -2 Task Order Agreement Q Exhibit 13-1 DBE UtI!]zation Certification 9 Exhibit C Electronic Exchange of Data Q Exhibit D -1 Payment - Lump Sum Q Exhibit D -2 Payment - Cost Plus 0 Exhibit D -3 Payment - Hourly Rate Q Exhibit D -4 Payment - Provisional ❑ Exhibit E-1 Fee - LtuM/Fixed/Unit ® Exhibit E-2 Fee - Specific Rates Exhibit F Overhead Cost Exhibit 0 Subcontracted Work ❑ Exhibit 0-1 SubconsuItantFee 612A ® Exhibit A Fee-Sub Specific Rates ' ®Exhibit 6Z3 FED- S�gsPtcr�c F—ATf—=S ® Exhibit H Title V1 Assurances ® Exhibit I Payment Upon Termination of Agreement ® Exhibit J Alleged Consultant Design Error Procedures Exhibit K Consultant Claim Procedures Q Exhibit L Liability Insurance Increase ® Exhibit M -1a Consultant Certification ® Exhibit M lb Agency Official Certification ® Exhibit M -2 Certification - Primary Q Exhibit M -3 Lobbying Certification Q Exhibit M -4 Pricing Data Certification ® App. 31.910 Supplemental Signature Pago IRIS AGREEMENT, made and entered into this dayof t- 2010 , behveen the Local Agency of City of Spokane Valley ,1 n, hereinait called the "AGENCY ", and the above organization hereinafter called the "CONSULTANT'. S o! s This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY 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 for the PROJECT; and WHEREAS, the CONSULTANT represents that he /she is in compliance 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 work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, Iabor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. 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 Federal, State, 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 work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. 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." 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 this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 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 under 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 or 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. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub- consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment 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 the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 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 the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following Iaws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" 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 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 fmal payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work 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 herein above, 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. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work 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 work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work 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 above. 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 it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against die CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work 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 complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work 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 XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination 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 de novo 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 ", and disputes concerning claims will be conducted under the procedures found in Exhibit "K ". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such 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 to such action shall 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. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided Ruther that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor, The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against 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 RCN. Unless otherwise specified in the 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 the 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 and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the 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 the AGENCY. 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 shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the 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 work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the 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 the 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 the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the 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. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M -4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M -4" is required only in AGREEMENTS over $500,000. XVIII 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 an amendment to this AGREEMENT. XIX 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 agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 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. I Q Consultant K, ug � ��y� Agency City of Spokane Valley DOT Form 140.089 EF Revised 3/2008 Page 8 of 8 Exhibit A -9 Scope of Work Project No. 10 -008 Documents To Be Furnished By The Consultant The dnnumentc furnich� the Consultant sh bTPr the atta .hsh ed_December 29, 2009 Fxhhit A - DOT Forth 1A0.089 EF Exh MA -1 Revised 8105 EXHIBIT A -1 SCOPE OF WORK Prepared for: CITY OF SPOKANE VALLEY On Call Right -of -Way Acquisition and Appraisal Services December 29, 2009 Table of Contents Topic Page Scope 2 140. Task Descriptions 2 Task 1 Project Management Plan 2 A. Project Schedule B. Project Funding Estimate C. Project Consultant Budget D. Project Billing E. Create Web - Accessible Project Tracking Data Base F. QA/QC Process j G. Project Kickoff Meeting Task 2 Title 3 Task 3 Appraisal 4 Task 4 Appraisal Review 5 Task 5 Acquisition Services 5 A. Meeting Preparation B. Document Preparation C. Negotiations D. Closing, Conveyance, and Certification I Task 6 Relocation Process 8 Task 7 Property Management 0 Skillings Connolly, Inc. Page 1 of 8 City of Spokane Valley On -Call ROW Acquisition and Appraisal Services Contract 10-008 ON CALL ROW ACQUISITION AND APPRAISAL SERVICES SCOPE OF WORK This document describes the Scope of Services that may be provided by Skillings Connolly, Inc. (hereafter known as Consultant) to support the City of Spokane Valley (hereafter known as City) staff on various Capital Improvement Projects. Work assigned from this on -call contract will be in the form of individual task order(s) to be mutually agreed upon by the Consultant and the City. The Consultant will provide the right -of -way acquisition services using procedures specified herein and in accordance with the Washington State Department of Transportation (WSDOT) Right -of -Way Manual and Local Agency Guidelines, which by this reference are made a part of this Agreement. Project Assumptions: • The City will field mark existing and proposed right -of -way boundaries as required. • The City will be directly responsible for all City, County, or State fees related to the project. • The City will provide to the Consultant the right -of -way plans prepared for the project. • The City will provide legal descriptions (and exhibits, if desired) for each parcel acquisition and/or easement. • The Consultant will provide updated title reports for all involved parcels. • No relocations are anticipated. • The Consultant will hire an Appraiser whose business address is within Spokane County to conduct the initial appraisals. • If the cost of the proposed acquisition exceeds $25,000 the Consultant shall hire an independent Appraiser to conduct a review appraisal. • The Consultant shall provide closing and escrow services for each parcel. • The Consultant shall estimate the needed hours to complete each task before the City will execute that task in the Task Order Agreement. • The City will provide a minimum of one business day's notice to the Consultant prior to meetings requiring consultant participation. 140. TASK DESCRIPTIONS: The CONSULTANT will offer the following described tasks. Any combination of the described tasks may be incorporated into any one of the task orders: Task 1 Project Management Plan The Consultant shall submit a Project Management Plan that will include a Project Schedule, Project Funding Estimate, Project Consultant Budget, Project Billing Procedures, Web - Accessible Project Tracking Data Base, and describe the Quality Assurance or Quality Control Program. A. Protect Schedule The project schedule shall be prepared on Microsoft Project, or similar software. The schedule shall be prepared in sufficient detail so that a Critical Path analysis can be developed that will allow the City to identify potential future time delays and avoid them with reallocation of resources and priorities. B. Protect Funding Estimate Skillings Connolly, Inc. Page 2 of 8 City of Spokane valley On -Call ROW Acquisition and Appraisal Services Contract 10 -008 The Consultant shall prepare a Project Funding Estimate based on the Determinations of Value prepared by the Appraiser. C. Project Consultant Budget The Consultant shall prepare a time and materials cost estimate for services based on the Project ROW Drawings provided by the City. After review and approval by the City of the cost estimate, the Consultant shall prepare the Local Agency Standard Consultant Agreement (WSDOT form 140 -089 EF). D. Project Billing The Consultant shall open an escrow account for each negotiated settlement by the City. The Consultant negotiator will work with the Consultant subcontracted escrow agent as needed, and close the escrow account after title is transferred. The escrow fee and title insurance charge will be invoiced to the City as part of the Consultant contract. The Consultant will provide an itemized invoice to City for all moneys to be paid to owner together with appropriate documentation for all reimbursable expenses as well as all expenses incurred incident to transfer of title. E. Create Web - Accessible Project Tracking Data Base Consultant will utilize an Internet -based tracking system to maintain a complete record of progress on each parcel. The City will have access to this system to monitor activities and to make entries. Consultant will provide a diary with all negotiation packages submitted to the City. The diary information will be extracted from the Internet -based tracking system and will include, at a minimum, the time, place, amount of offer, to whom the offer was made, all parties present and the owner's response. F. QA/QC Process The Consultant shall describe the Quality Assurance or Quality Control Process he will use to discover and correct errors in project documentation. The Consultant will include in the process the procedure the City will use to monitor the QA methods from the web -based tracking system. G. Proiect Kickoff Meeting The Consultant ROW Agent will meet with the City to discuss project features, objectives and constraints prior to beginning work. This meeting will cover all aspects of the project including, but not limited to, document content and format, the City's past communication with landowners, and communication and product delivery procedures. H. Monthly Progress Reports The Consultant shall prepare a monthly progress report, in a form approved by the City. Task 2 Title The Consultant will contract with a Title Insurance Company to obtain updated title reports for each property before beginning the appraisal work. The title company shall determine all encumbrances on the title; issue a settlement memorandum which shall include but not be Skillings Connolly, Inc. Page 3 of 8 City of Spokane Valley On -Call ROW Acquisition and Appraisal Services Contract 10.008 limited to, payment of taxes due, the securing of full or partial releases, subordination and /or re- conveyance from lien holders of record; work with other local, state, or federal agencies to secure interagency agreements for easement releases, subordinations or other compatible agreements. In the event the title company needs additional information from property sellers, the Consultant will assist the title company in obtaining the needed information. Task 3 Appraisal — Sub - Consultant Consultant will offer appraisal assistance and coordination with the Sub - Consultant who will provide the following: The format and level of documentation required are dependent on the assignment as well as the complexity of the appraisal problem to be solved. The appraiser will determine Fair Market Value for all property rights affected prior to acquisition. For acquisitions coming in under $25,000 in compensation, the appraiser will complete an Administrative Offer Summary (AOS) for each parcel. The Appraiser will include in the submittal to the City all necessary information used to form the fair Market Value in each AOS. For parcels over the $25,000 threshold or those determined to be too complicated for an AOS, an appropriate appraisal will be provided subject to the requirements of the Appraisal Institute and the Uniform Standards of Professional Practice of the Appraisal Foundation. For these more complex parcels, the appraiser will compile a report which contains the appraiser's estimate of fair market value, all data on which the opinion is based, and a narrative explanation supporting the appraiser's conclusions. The appraisal report is a written statement that is independently and impartially prepared by a qualified appraiser setting forth an opinion of defined value of an adequately described property as of a specific date, supported by the presentation and analysis of relevant market information. It must be complete and reliable in all its contents. The Consultant will prepare and mail to each property owner a "Notice of Decision to Appraise" letter and schedule meetings with the appraiser. Initially for all parcels, the appraiser will contact the owner or the owner's agent of the subject property and offer the opportunity for that person to accompany the appraiser in an inspection of the property. If the property owner or the owner's representative cannot be contacted, or If he or she elects not to accompany the appraiser on the inspection, it will be noted In the appraisal history. The appraiser will determine the highest and best use, which is the foundation on which fair market value is established. It is the responsibility of the appraiser when analyzing highest and best use to determine the "larger parcel" that is to be appraised. The larger parcel is a premise that is unique to eminent domain valuation and means the entire property that should be appraised. It is important in eminent domain situations to include all of the owner's lands that qualify in order to determine the tract(s) that may be damaged or benefited by the acquisition. It is the appra €ser's responsibility to identify and support the use of a specific value through research and analysis of market data. The opinion of value includes an adequately described property, as of a specific date, and supported by the presentation and analysis of relevant market information. Generally, a range of value is developed and analyzed within the report. The analysis will result in a conclusion which is reported as a single indication of value. Skillings Connolly, Inc. Page 4 o(8 City of Spokane Valley On -Call ROW Acquisition and Appraisal Services Contract 10.008 The appraiser will add any additional assumptions or limiting conditions that may be appropriate for an appraisal assignment and will remove any assumptions or limiting conditions that are not appropriate. Task 4 Appraisal Review -- Sub - Consultant Consultant will offer review appraisal assistance and coordination with the Sub - Consultant who will provide the following: The appraisal review process is that part of the appraisal process that ensures that both the property owner and the taxpayer are treated fairly by having properly prepared appraisal reports with credible valuation estimates. The review appraiser establishes the offer of just compensation. Consultant will provide the review appraisal services for this agreement. The review appraiser will act as a neutral party when evaluating appraisal reports, and the review analysis and findings will reflect this neutrality. The review appraiser is an advocate only for the appropriate implementation of the Uniform Act, state eminent domain law and regulations, and criteria outlined by WSDOT. Documentation standards for appraisal and appraisal review will be commensurate with the complexity of the appraisal problem. The review appraiser will prepare an appropriate written explanation supporting the review appraiser's estimate of just compensation. The review appraiser will consider standard appraisal practices, mathematical computations, format and completeness, support and documentation, and appraisal techniques employed in the review of any appraisal, but the review is not to be limited to these items. Finally, the review appraiser should determine that the concluded value is the highest price supportable in the market and that the appraisal is made in accordance with the highest professional methods and ethical standards and with constant regard to the rights of the property owner and the community. The review appraiser is delegated the responsibility for establishing just compensation or the final estimate of value used to initiate negotiations. The review appraiser is responsible for the content of the Determination of Just Compensation, as well as for further documentation they add to the report. The review appraiser will sign the certification which verifies that the statements within have been read and all are true and correct. A new certification will be submitted for any changes in the report, and the date of the report must correspond with the date of the changes. It is the review appraiser's approved estimate of compensation that is the amount that must be offered to the landowner. Task 5 Acquisition Services A. Meeting Preparation Consultant will provide a booklet describing the right -of -way process to the City for delivery with each first offer letter entitled City of Spokane Valley's Acquisition /Relocation Handbook. The handbook format may be a modified version of the WSDOT booklet, Transportation Property Needs and You Sklllings Connolly, Inc. Page 5 of 8 City of Spokane Valley On -Calf ROW Acquisition and Appraisal Services Contract 10 -008 The negotiator will thoroughly review the appraisal data for each parcel, as it Is impossible to explain the report and advocate its position unless the negotiator understands and believes in the valuation. The Consultant shall propose price determinations subject to the approval and revision by the City and after approval or revision, prepare First Offer Letters, B. Document Preparation .The Consultant will prepare the City forms based on the LAG forms provided by WSDOT and created under separate agreement. Consultant will prepare and provide conveyance documents for the property rights to be acquired on the project including, but not limited to: First Offer Letters with Summaries, Rights of Entry, Request for Taxpayer Identification Number and Certification Documents (W -9 Taxpayer Identification Forms), Real Property Vouchers, Real Estate Tax Affidavits, Right -of -Way Dedication Deeds, Right -of -Way Easements, Temporary Construction Permits, and Road Construction Agreements. The CONSULTANT will also prepare the Right -of -Way Diaries for documentation of individual parcel contacts and activities. The City will provide to Consultant the prepared legal descriptions for the right of way to be acquired via fee and/or easement. Legal Descriptions will be provided in digital and hard copy form. - The Consultant will review the descriptions for accuracy based on the information provided to the Consultant. C. Negotiations Acquisition negotiations for the project will be commenced within 10 days of receipt of written authority to initiate contact and the price determinations are approved by the City. First Offer Letters for all property owners will be submitted to the City for review, signature and mailing. The City will provide Consultant with a photocopy of each offer letter sent out. Consultant will contact property owners, advise them of the process, prepare and assemble negotiation packages, and schedule appointments. The Summary Statements and written offers will be prepared and presented to the owners, along with the City of Spokane Valley's Acquisition /Relocation Handbook, at personal. meetings. The negotiator will schedule such meetings at times and places convenient to the owners to set a conciliatory tone from the start of the process, versus an adversarial one. If an interpreter is required, this need will be identified in the initial contact with our personnel. The Consultant will encourage the family to ask for the help of someone they trust such as a relative, friend, or priest to interpret. If the family needs an interpreter the Consultant will hire and schedule one. If an appointment has not been previously scheduled, within five days of the mailing of the offer letter, Consultant will attempt to contact each property owner for an appointment to begin negotiations. Absentee owners will be contacted and negotiations conducted by telephone. If Consultant is unable to contact the owner within the first ten days of the mailing date of the offer letter, Consultant will notify the City of those owners with whom contact could not be made and request direction on how to proceed. Skillings Connolly, Inc. Page 6 of 8 City of Spokane Valley On-Call ROWAcquisition and Appraisal Services Contract 10 -008 Consultant will assure that negotiations will be performed only to the limit of authority delineated by the title reports, project maps, determination of fair market value, and manual of procedures, acquisition schedule, or written instructions issued by the City. Consultant will work such days and hours as may be necessary to meet with interested property owners that may not be available during regular working days or hours. Consultant will utilize an Internet -based tracking system to maintain a complete record of progress on each parcel. The City will have access to this system to monitor activities and to make entries. Consultant will provide a diary with all negotiation packages submitted to the City. The diary information will be extracted from the Internet -based tracking system and will include, at a minimum, the time, place, amount of offer, to whom the offer was made, all parties present and the owner's response. At the first meeting or phone conversation with each property owner or their agent, Consultant will explain the purpose and need for the project, identify what is needed from each owner's property for the project, attempt to receive a commitment from the owner to accept the City's offer, and record all information needed to prepare closing documents. It may easily fake three meetings just to arrive at substantive discussions relative to value. The first meeting is usually introductory, and is often a time for the owner to vent emotion. The second is usually a serious discussion about what constitutes fair market value; e.g., there is no bonus for being forced to sell, and how the appraiser estimates that value. The third can look more personally at the value of the individual parcel under consideration and differences in opinion that might be arising. The Consultant shall not set a pre - established numbers of contacts that will be allotted before a parcel is turned over for court action. However, at least four to five contacts are anticipated to secure voluntary settlements. The Consultant shall allocate adequate time to work through the emotional aspects of the forced sell, to educate the owners to the valuation process, to discuss the particular valuation questions, and to resolve differences when the resolution is acceptable under City policy for reappraisal or administrative settlement. In those cases where it is inconvenient to the owner, negotiations will be completed by mail without personal contact, or where first contact has been made, for subsequent negotiations, provided that no relocation payments are involved. The Consultant will submit to the City for approval any recommendations involving a value higher than the determination of just compensation. An escrow account will be opened for each negotiated settlement. The negotiator will work with the escrow agent as needed, and close the escrow account after title Is transferred. The escrow fee and title insurance charge will be payable by the City separate from the fees included as part of the Consultant contract. The Consultant will provide an itemized invoice to the City for all moneys to be paid to owner together with appropriate documentation for all reimbursable expenses as well as all expenses incurred incident to transfer of title. If within a reasonable time, not less than 30 days nor more than 60 days from the initiation of negotiations with the owner, it appears that an agreement relative to payment and consistent with the City's acquisition schedule cannot be reached, the Consultant will make Skillings Connolly, Inc. Page 7 of 8 City of Spokane Valley On -Call ROW Aoquisitlon and Appraisal Services Contract 10 -008 a recommendation to the City relative to the initiation of condemnation proceedings. Unresolved offers will be submitted to the City for court action. During negotiations with owner- occupants, the Consultant negotiator will also explain fair market rental value for the premises and discuss the need for an occupancy agreement. The Consultant negotiator will either get the initial occupancy agreement, supplied in form by the City, signed by the owner - occupant; or inform the City of the owner's unwillingness to do so, so that appropriate legal action can be taken to ensure the City's physical possession of the premises when appropriate. D. Closing, Conveyance, and Certification Consultant will establish relations with a local title company to coordinate closing on the right -of -way acquisitions. When the City receives acceptable documents from the Consultant, they will be signed by the City and forwarded to the title /escrow company for processing, recording, and closing. The Consultant will coordinate the following: a. Provide instructions to the property owners, title company, and escrow company; b. Make recommendations to the City and /or the City Council as needed; c. Monitor schedule of closing dates; d. Make recommendations to the City regarding the schedule for closing; e. Deliver pertinent documents to the escrow and title company with escrow agreement; f. Obtain required document signatures from all appropriate parties to the transaction; g. Ensure escrow /title company records documents properly and distributes funds promptly; h. Ensure that the original copies are transmitted to the City; I. Obtain original title policy on acquired right of way from the title company. The City will pay all direct expenses associated with limited liability guarantees, title reports, title insurance, escrow fees, other closing costs and payments to property owners. Task 6 Relocation Process - n/a I It is assumed that no relocation will be required. If relocations are found to be necessary and the City wishes to have the Consultant assist in the relocation process, that work will be negotiated and added by supplemental agreement. I Task 7 Pronertv Management — n/a It is assumed there are no property management services involved under this contract. If property management is found to be necessary and the City wishes to have the Consultant assist in the property management process, that work will be negotiated and added by supplemental agreement. END SCOPE OF WORK Prepared By: Maureen M. Walsh Date Reviewed By: Steve Thomas, PE Date Skillings Connolly, Inc. Page 8 of 8 City of Spokane Valley On -Call ROW Aoqulsitlon and Appraisal Services Contract 10 -008 Exhibit A -2 Scope of Work (Task Order Agreement) Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be individually negotiated with the CONSULTANT. The amount established for each assignment will be the maximum amount payable for that assignment unless modified in writing by the AGENCY. The AGENCY is not obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. Task assignments may include but are not limited to, the following types of work; A. As Assigned B. As Assigned C. As Assigned D. As Assigned E. As Assigned F. As Assigned Task assignments made by the AGENCY shall be issued in writing by a Formal Task Assignment Document similar in format to page 2 of this exhibit. An assignment shall become effective when a formal Task Assignment Document is signed by the CONSULTANT and the AGENCY, except that emergency actions requiring a 24 -hour or less response can be handled by an oral authorization. Such oral authorization shall be followed up with a Formal Task Assignment Document within four working days, and any billing rates agreed to orally (for individuals, subconsultants, or organizations whose rates were not previously established in the AGREEMENT) shall be provisional and subject to final negotiation and acceptance by the AGENCY. DOT Form 140 -089 EF Exhibit A-2 Revised 6105 Exhibit C Electronic Exchange of Engineering and Other Data The Consultant shall use the following format and standards in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but not limited to, the following: Survey Data shall be entered into an AutoCad version 2007 compatible drawing file. The drawing layers, survey codes and format shall conform to the Prototype Drawing furnished by the City of Spokane Valley. The City reserves the right to reject an AutoCAD submittal drawing if the drawing does not conform to the prototype. The drawing shall include: a. All data points in State PIane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in ground based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). b. Each data point shall be labeled with an appropriate survey code describing it. c. Breaklines TINS, DTM's, alignments, and any other information used in the creation of the contour mapping. d. Location and description of monuments used to establish the Basis of Bearing, and one monument used to establish the vertical datum. Location and description of two monuments set within the project to provide horizontal control and a monument to be used as a project benchmark. Contour lines at 1 foot intervals. Every tenth contour shall have a darker line weight. Labels with contour elevations shall be on a different layer. Drawing Scale shall be coordinated with the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all plat information, titles, and surveys used to research control and property ownership; field notes, data collector files, ASCII point files, and project correspondence. Also prior to final payment the Consultant shall provide and archive AutoCad version 2007drawing file with all data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in grid based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). 11. Roadway Design shall be created using AutoCAD Civil 3D compatible drawings and shall be in AutoCAD version 2007 compatible drawing file. The drawing layers, survey codes and format shall conform to the Prototype Drawing furnished by the City of Spokane Valley. The City reserves the right to reject an AutoCAD submittal drawing if the drawing does not conform to the prototype. The drawing shall include: a. All data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991). Distances shall be in ground based US Survey feet. Elevations based on North American Vertical Datum of 1988 (NAVD88). b. Each data point shall be labeled with an appropriate survey code describing it. c. Breaklines TINS, DTM's, alignments, and any other information used in the creation of the contour mapping. d. Location and description of monuments used to establish the Basis of Bearing, and one monument used to establish the vertical datum. e. Location and description of two monuments set within the project to provide horizontal control and a monument to be used as a project benchmark. f. Contour lines at 1 foot intervals. Every tenth contour shall have a darker line weight. Labels with contour elevations shall be on a different layer. g. Drawing Scale shall be coordinated with the City. 1/17/2010 5:41 :38 PM Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all cross sections, templates, quantity calculations, design notes, memos and reports; and all project correspondence. III. Contract Documents and Reports a. Documents shall be created using Microsoft Office 2003. Reports and specifications shall be submitted as Word 2003 documents. b. The City may provide a prototype document with font, text size and header and footer formats in Word. The Consultant shall match format requested by the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all studies and calculations made during the course of report development; specifications with addenda incorporated, phone conversations, memos, and reports; and all project correspondence. c. All data points in State Plane Coordinates, Washington North, North American Datum of 1983 (1991).' Distances shall be in ground based US Survey feet. EIevations based on North American Vertical Datum of 1988 (NAVD88). IV. Contract Administration a. Documents shall be created using Microsoft Office 2003. Meeting Minutes, Change Orders, field reports and correspondence shall be submitted as Word 2003 documents. b. Spreadsheets shall be submitted as Excel 2003 documents. c. The City may provide a prototype document with font, text size and header and footer formats in Word. The Consultant shall match format requested by the City. Prior to final payment, the Consultant shall also provide an archive file consisting of an electronic or pdf copy of all documents generated during contract administration including, but not limited to, inspector field reports, survey field notes, material test results, meeting minutes, project correspondence, contractor wage information, change orders, and pay estimates. V. The Consultant shall be able to correspond via email and communicate with Microsoft Outlook, V1. Electronic Information Exchange. The City shall exchange electronic information with the consultant via email for file sizes less than 9 Megabytes. (Note: ZIP files or .RAR file formats are filtered out and cannot be delivered via email.) For larger file sizes the consultant shall exchange files using the City of Spokane Valley File Transfer Protocol (FTP) site at ftp; //8p.spokanevallev.org To use this method of file exchange Consultant will have to contact the project manager for a temporary thirty (30) day username and password. The final archive file shall be submitted to the City on a CD or DVD and had delivered to City Public Works Offices with paper files. The CD shall be labeled with the Spokane Valley Project Contract Number Project Name and be provided with a Table of Contents. C i 1/12/2010 5:01;38 PM Exhibit D -3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. I . Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates Iisted in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. Tile CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non - Salary Costs: Direct Non - Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. 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 the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Costs." b. The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. 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. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund 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 Management Reserve Fund is shown in the heading of this AGREEMENT. This fiord may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." DOT Form 140.089 EF Exhibit D -3 Revised 6/08 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 Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT.S. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. 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 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 tine 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) 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) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) 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 contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit E -2 / Consultant Fee Determination — Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit F / Breakdown of Overhead Cost" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: The Agency permits Subconsultant contract for the following portion of work: Appraisals: Larry Hitchcock — LEH Appraisals Appraisal Reviews: Stephen Barrett — Barrett Associates Real Estate The Agency permits vendor contracts for the following portions of work: Title Reports Spokane County Title Company DOT Form 140 -089 EF Exhibit G Revised 06/05 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit G2A / Hourly Rate Statement for LEH Appraisal" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit G2B / Hourly Rate Statement for Barrett Associates Real Estate" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. _ Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non - compliance: In the event of the CONSULTANT'S non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140 -088 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FIHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. in addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140 -089 EF Exhibit Revised 6105 Exhibit J 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 Errors) 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 Highways and 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 Errors) 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 manger and any personnel (including sub - consultants) deemed appropriate for the alleged design errors) issue. Step 1 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 H &LP, through the Region DOT Forth 140.089 EF Exhibit J Revised 6/05 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. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &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, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &LP will also identify how the alleged enor(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. H &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. Exhibit K 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; • Thneframe 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 Highways and 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 Highways and 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. DOT Form 140 -080 EF Exhlblt K Revised 8106 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. 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 Pubic 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 Highways and 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 claims) 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. Exhibit M - 1(a) Certification Of Consultant Project No. 10 -008 Local Agency ��� o S��5„ -� V�ttfcj I hereby certify that I am - Tt+crr�p� !� , 2k 1 ,mot.,. ; ti�C'S and duly authorized representative of the firm of Skillings and Connolly, Inc. whose address is and that neither I nor the above firm I here represent has: (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 the 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 available 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. 201 Ll Dat "Sgnature DOT Form 140 -089 EF ExhibIt M-1 (a) Revised 8/05 Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Spokane Valley , Washington, and that the consulting firm 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 available 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. / /"� t' �, Date o/I signature DOT Farm 140 -089 EF Exhibit M -1(b) Revised 6106 Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 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 -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or 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 antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or 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. Consultant (Firm): Skillings and Connolly, Inc. ?� 10 ( ate) (Signature) President or Authorized , fficial of onsu ant DOT Form 140 -089 EF Exhibit M -2 Revised 6105 Supplemental Signature Consultant/Address/Telephone Skill ings and Connolly, Inc. Page for PO Box 5080 Standard Consultant 5016 Lacey Blvd, SE Agreement Lacey, WA 98509 Agreement Number Project Title And Work Description 10 -008 On -Call Right -of -Way Acquisition and Appraisal Services. Scope of Work as Federal Aid Number described in Dec. 29, 2009 Exhibit A -1 and Task Order Descriptions Local Agency City of Spokane Valley THIS AGREEMENT, made and entered into this day of , 2010 , between the Local Agency of City of Spokane Valley Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT ". In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. CONSULTANT LOCAL By U .�/ � B Consultant t (i +_ , FS Agency By Consultant By Agency By Agency By City of Spokane Valley Agency DOT Form 140 -089 EF Appendix 31.910 Revised 8105 Client*_ 324969 SKILLCON ACORD CERTIFICATE OF LIABILITY INSURANCE 011 8 /10 PRODUCER Kibble & Prentice, a USI Co. P.O. Box 370 Seattle, WA 98111 206 441 -6300 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Skillings Connolly, Inc. 5016 Lacey Blvd. SE Lacey, WA 98503 INSURER A: Travelers Indemnity Company 25658 INSURER B: Hudson Insurance Company 25054 INSURER C: Charter Oak Fire Insurance Company 25615 INSURER D: 680676OL011 INSURER E: 12/18/10 COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR INSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD POLICY EXPIRATION DATE MM/DD LIMITS A GENERAL LIABILITY 680676OL011 12118/09 12/18/10 EACH OCCURRENCE $1 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED occurre PREMISES (Fa $1,000,000 CLAIMS MADE OCCUR MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG s2,000,000 POLICY X E C LOC C AUTOMOBILE LIABILITY X ANY AUTO BA67521-594 12/18/09 12/18/10 COMBINED SINGLE LIMIT (Ea accident) OOO $1 $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR FI CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND 680676OL011 12/18/09 12/18/10 T W O C Y S LIMIT X CE R EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE (WA Stop Gap) E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below - E.L. DISEASE -POLICY LIMIT $1,000,000 B OTHER Professional AEE7118304 03/02/09 03/02/10 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Re: Project No. 10016, City of Spokane Valley On -Call Right -of -Way Acquisition and Appraisal Services. The Certificate Holder is named as an Additional Insured on the General Liability Policy, with respects to operations of the Named Insured. *10 days notice for non - payment of premium. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Spokane Valley DATE THEREOF, THE ISSUING INSURER WILL] JMgtMAIL 45* DAYS WRITTEN 11707 East Sprague Avenue, Suite 106 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,AXJ1t* )I( Spokane, WA 99206 M=1tXA=WAXMtXK=MM= x AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 #S4196998/M4196776 MXTJU 0 ACORD CORPORATION. 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 -S (2001/08) 2 of 2 #S4196778/M4196776 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with 'your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". If. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance ". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of 'your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 8109 07 © 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. COMMERICAL GENERAL LIABILITY injury' or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. 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