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05-050.00 CH2M Hill: Valley Corridor Environmental StudiesIndex of Exhibits Exhibit "X'- Scope of Work Exhibit "D" - Payment (by Agreement Type) Exhibit "E" - Consultant Fee Determination [has his document contains confidential tax information and been redacted pursuant to RCW 82.32.330. Exhibit "G" - Subcontract Work/Fee Determination Exhibit "H" —Title VI Assurances You may petition for a review of our findings pertaining to any Exhibit "I "— Payment Upon Termination of Agreement redacted or withheld documents pursuant to Spokane Valley " " Municipal Code (SVMC) 2.75.080; and obtain judicial review E__,_.bit «. "> ,.__- _.,.-_. G,___ Pvee..a.._,., pursuant to RCW 42.56.550. Exhibit 'M" — Certification Documents THIS AGREEMENT, made and entered into this ' between the Local Agency of City of Spokane Valley and the above organization hereinafter called the "CONSULTANT". DOT Form 140 -089 EF Revised 6/05 Page 1 of 8 day of t , Washington, hereinafter called the -AGENCY", Consultant/Address/Telephone Local Agency CH2M HILL, INC. Standard Consultant 9 South Washington, Suite 400 Agreement g Spokane, WA. 99201 -3709 747 (509) -2000 ® Architectural /Engineering Agreement ❑ Personal Services Agreement Agreement Number Project Title And Work Description LA -5724 (Local Agency Proj. #05 -002) Eng'r S'vcs. to establish specific scope for Spokane Valley Corridor Analysis. This effort is the 1st Federal Aid Number STPUL- 9932(024) phase of an environmental: assessment associated with NEPA eavir. process for the Valley Corridor project. Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount, $ DBE Participation Cost Plus Fixed Fee Overhead Progress Payment Rate % ❑ Yes ® No % Federal ID Number or Social Security Number REDACTED Overhead Cost Method D Actual Cost Do you require a 1099 for IRS? Completion Date ❑ Actual Cast Not To Exceed °0 p Yes 19 No October 31, 2005 ® Fixed Rate. RED CTED % Fixed Fee $ Total Amount Authorized $ 142,895.00 ❑ Specific Rates Of Pay ❑Negotiated Hourly Rate Management Reserve Fund $ 14,289.00 El Provisional Hourly Rate Maximum Amount Payable $ 157,184.00 ❑ Cost Per Unit of Work Index of Exhibits Exhibit "X'- Scope of Work Exhibit "D" - Payment (by Agreement Type) Exhibit "E" - Consultant Fee Determination [has his document contains confidential tax information and been redacted pursuant to RCW 82.32.330. Exhibit "G" - Subcontract Work/Fee Determination Exhibit "H" —Title VI Assurances You may petition for a review of our findings pertaining to any Exhibit "I "— Payment Upon Termination of Agreement redacted or withheld documents pursuant to Spokane Valley " " Municipal Code (SVMC) 2.75.080; and obtain judicial review E__,_.bit «. "> ,.__- _.,.-_. G,___ Pvee..a.._,., pursuant to RCW 42.56.550. Exhibit 'M" — Certification Documents THIS AGREEMENT, made and entered into this ' between the Local Agency of City of Spokane Valley and the above organization hereinafter called the "CONSULTANT". DOT Form 140 -089 EF Revised 6/05 Page 1 of 8 day of t , Washington, hereinafter called the -AGENCY", W1TiV1,SSETH THAT: / `VHEREAS, the AGENCY desires to accomplish the above referenced project, and NVITEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage die assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WI-ILREAS, 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 perforniance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The word: 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, labor, 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 P=F-cr is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements A.11 aspects of coordination of the work of this AGREEMENT wide 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 andlor such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY wrill 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 CONSULI'.ANT 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 AGRE.alENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (TUBE), 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. IfD /M/W13E (inns are utilized, the amounts authorized to each (inn 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 iaBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBL 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 urork products, including all electronic files, prepared by die CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, acid 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 anu-%, mpletion U The CONSULfANf shall not begin any work under the terms of this AGREEN4ENT until authorized in writing by the AGENCY. All work under this AGREE;vIENT shall be completed by the date shown in the heading of this AGRE- EMEN -r 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 thte 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 hill 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- cotuultant 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 perfornutnec of any work under this AGREEM.EN`f 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 CONSui :rANT 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 rite CONSULTANT only and not of the AGEtNCY, and any and all claims that may arise under any Worlanen'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 c4nsecplestice of an ��,xr omission on the part of the CONISULTAN mployee's oi- other persons while so engaged on any of the wr- v services provided to be rcndumd hcscin, shul'��uujtute sole' obligation and rc;spomibility of the CONSULTANT. The CONSULTANT shall not engage, on a iull - or part4ue basis, or other basis, dun ing tht peri od of the contract, any professional or technical personnel who are, or have boon, at jury time during the period of the contrac# in the employ of the -United States Departinent of Transportation, or the STATE, or the AGINCY, except regularly retired employees, without written consent at this public employer of su-- b persoo. V111 Nondiscrimination During the performance of this contract, the CONSULTANT, fur itself, its assignecs, and successors in interest agrees to comply wish the fvllowin , laws and regulation;; Title VI of the Civil 12ights Act of 1464 (42 iJSC Chapter 21 Subchapwr V Section 2000d through 20004 -4a) Pf dural -aid HMiway Act of 1973 (23 USC Chapter 3 Sectiolt 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 DSC Chaptcr.76 Secticm 6101 et seq -) Civil Rigbts, Restora6onAct of 1987 (Public Law 100 -259) AmiTican with Disibilities -Act of 1990 (42 US Cbaptcr 126 Section 12101 et. seq.) 49 CFR Part 21 23 CPR Part 200 P GW 49 -60. 190 In relation to Title Vl of the Civil Rights Act of 1464, the COMM-TANT is b -otand by the provisions of Exhibit "H" attached hereto and by this rcfcrente made part of this AG211;.1;ML-'"NT, and stall include aie attached Exhibit "1•i" in every sub ntract, including procurement ofrnatcrials and Iuascs ofccluipnamt, unless exempt by'thc Regulations or direr,tive;s issued pursua,tt ahereto- IX Termination of Agreement 'lice right is reserved by the AGF -NCY to terminate this AG'KFJiiNEN"f at eery tine upon [en (10) days written notice m [lit CCJTFSTJLTANT- In the evelit this ACr'REEMENT is tf- rmintLted by the AGENCY other than for default on the pun ofthe CONSULTANT, a final payment shall be made to the CON SUL'1 ANT 89 shown in klubit "T' for the type of AGF? 1= 1=1v4EN used, He payment shall he rmade for any work completed aFter ten (10) days following receipt by the CONSULTANT of the I'JOtice to Terminate, It the accumulated payment made to the CONSULTANT prior to Notice of Temtina6on exceeds the total amount that would bf- due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall imrncdiiitely reimburse die AGEPiCY for any excess paid. If the services of the CONSULTANT are: lerminatcd by the AGENCY for default on the part of the CON SULTAMT, the above formula fbr paymenr shall not apply. Rage 4 of 8 _,,'� In such an event, the amount to b` 1 shall be determined by the AGENCY with cration 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 tennination, whether that work is in a form or a type which is usable to the AGENCY at the time of termiinatioa, 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 wider 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 AGR.EENCENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREE-c -ENT 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 dais AGREEMENT, payment shall be made as set fords 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 the CONSULTANT for any breach of this AGR.EEMEN -r 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 T shall make such changes and revisions in the complete work of this AGREEIvMENT 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 pprtics 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. Pago 5 of 8 XIII Legal Relations j The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the wort: 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 CONSUL'TANT'S negligence or breach of any of its obligations under this AGREEMMENT; 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 further 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 pro,6sion 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 die 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 CONSUL TANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any irrununity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction conwacts, 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 aid 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 (S 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 CONSUL: TAN"T, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall fiu-nish 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 CONSULTMNT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEztifENf or one million (51,000,000) 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 AGENTCY will pay no progre( -rrients under Section V until the CONSULT' 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. E. 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 AGREE&flr'NT, 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 "CLATM ", 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 (T3) 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 CONSUL'GAhIf 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. lr.xhibit'U -3" is required only in AGREEMENTS over S 100,000 and Exhibit "M4" 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 AGREEI4 EMIT 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 hcreby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of a In witness whereof, the parties 1 {" "-o have executed this AGREEMENT as oir day and year shown in the "Execution Date" box on page c"",,`]) of this AGREEMENT. L4F)-- I - � - ma-- Agency DOT Form 140,489 EF Revised GI05 Page 8 of 6 EXHIBIT A -1 Scope of Work Spokane Valley Corridor Analysis City of Spokane Valley, Washington June 10, 2005 1.0 Introduction The purpose of this scope of work is to establish the specific scope of professional engineering services for the Spokane Valley Corridor. Analysis (Corridor Analysis), and basis for compensation as part of an agreement between CH2M HILL and the City of Spokane Valley (Spokane Valley). Additional scopi.ng for further envirotunental documentation and design work may be added through a supplemental agreement at a later date. If such changes affect CH2M HILL's cost or the time required for performance of the services, an equitable fee adjustment will be made through an amendment to this agreement. CH2M HILL will notify Spokane Valley in writing prior to the occurrence of a change and will provide an estimate of the cost impact. Work will not be started on out -of- scope work until written authorization from Spokane Valley has been received. This scope of -work represents the first phase of an environmental evaluation associated with the NEPA environmental process for the proposed Valley Corridor. project, which consists of corridor improvements along Sprague /Appleway through Spokane Valley from University Road to east of Flora Road. Phases of work are anticipated to be as follows: Phase 1: Establish a statement of purpose and need for the project, and conduct an analysis of alternatives with the work products being technical memorandums that lead to a draft Transportation Discipline Report ('CDR) for corridor improvements. Alternatives will be evaluated on the basis of environmental information provided by a Draft Environmental Assessment (prepared by Jones & Stokes, May 17, 2002) and updating that information with two additional broad -based analyses, one for transportation and the other an economic analysis. The economic analysis will consist of evaluating the final four alternatives (including baseline /no build), using the Spra &q..ee/AppIeu.mj Econorrric Analysis prepared by F;coNorthwest (October 2004). The transportation analysis will include a 2030 AM Peak Hour analysis for each of the final four alternatives. Altogether, the environmental evaluation will develop a defensible purpose and need statement for a preferred alternative and provide support for placement on the Metropolitan Transportation Plan (M rf') for seeking funding of these corridor improvements. • Phase II: Complete additional environmental analyses and summarize in a final Environmental Assessment (EA) or Documented Categorical Exclusion (DCE), which will be submitted to the lead agencies for SEPA /NEPA determination. Phase II is not included in this initial scope of work. SPKr K3o8ffl51,0W10 1 3 60M.B 1.7 SCOPE OF WORK, SPOKANE VALLEY CORRIDOR AN. CITY OF SPOKANE VALLEY, WASKINGTON General assumptions used in the development of this scope of work are noted below. A work plan is provided as Exhibit 1. Specific task - related assumptions are provided with each task description in Section 3. Section 4 presents the tentative deliverables schedule for the 4 -month project, and Section 5 breaks out the cost estimates for Phase 'l of this work. 2.0 General Assumptions General assumptions related to the entire scope of work: This scope of work is intended to meet requirements of the Washington State Department of Transportation (WSDOT) Local Agency Guidelines (LAG) Manual Section 21.5, to establish Purpose and Need and compare proposed alternatives in the 2030 PM peak hour. Alternatives will be identified and a minimum of four alternatives will be evaluated (including baseline /no build). If additional reasonable alternatives are proposed and /or developed, revisions to this scope of work and a fee adjustment will be necessary. if 2010 analysis (year of opening) is needed for the Transportation Discipline Report, it can be conducted in a future phase. 2. The work will be contracted and a Notice to Proceed will be issued by Spokane Valley with a work duration of 4 months, which is based on necessary data and other supporting information being readily available, as well as based on meetings being scheduled in a timely fashion for all participating parties. It also assumes that the parties can quickly reach agreement on Corridor Analysis methods and assumptions, evaluation criteria for alternatives, and selection of a preferred alternative. SPMK358,'051000010 EXHIEdT 1 Sent` Valley Cta dorWadplari _ OCT Y P'ub'lic Outreach . . Team Coordination I Carmmerrq ,Y. I �zqd Rtlrrrim]" Combed fipm Nleuelraa SalsJad l E•lsrJ3i nn tr*wvafrxrs 7"rl�qgq 'lIM ■ Ir "m6cby)b31� [lelCr — Ii�oMrifn�nk RIM A. l uh, �rarartr� •TiA i - DIN► C-Aad iM h%fRA) Wlhado di Amumph❑m Ewai`.r>tLwIS 6 Technical Work Project Milestones i L7UF I [ Cl RAMMs 1 Agog J �f#�lki 141CfC4Ml' SCOPE Of WW -52�ra� VO4LEt COFMrM AN. 1S . CM tar- S,t'[ilsY+`WYAUEtt.WASHWOl t},pfn I�o-u�r 1 O " blss#rimr StudifMS i t�J4F1 hrilrr;+rn _i Pr+llrnln�ry t�ntQn cowr ill uallon of dr•slgnienvlronraontm] pr *405% 14"\ nfii m.,4., n A ufuf<u$ er�iijlir+7,r� MAY u LNVMd —LW--] lniardacipiMry Team Mfttn� AT , tfvi Asa;ry Team Meeting I�Ik 1pnr T +�ftm�p?q F{g1G5 io - c4.jfpc & Ow wwmraWdiarr FIM00811 j arb J4Aerfl�w� aFF`nParr�Y Mw Varurii sobdon Project Milestones i L7UF I [ Cl RAMMs 1 Agog J �f#�lki 141CfC4Ml' SCOPE Of WW -52�ra� VO4LEt COFMrM AN. 1S . CM tar- S,t'[ilsY+`WYAUEtt.WASHWOl t},pfn I�o-u�r 1 O " blss#rimr StudifMS i t�J4F1 hrilrr;+rn _i Pr+llrnln�ry t�ntQn cowr ill uallon of dr•slgnienvlronraontm] pr *405% 14"\ nfii m.,4., n A ufuf<u$ er�iijlir+7,r� MAY u LNVMd —LW--] lniardacipiMry Team Mfttn� AT , tfvi Asa;ry Team Meeting I�Ik 1pnr T �J SCOPE OF WORK, SPOKANE VALLEY OOWIDOR (ti, -j,ilS, CITY OF SPOKANE VALLEY, WASHINGTON 3.0 Scope.of Services Task 1: Project Management and Agency Coordination Task 1.1 Partnering Agreement CH2M HILL will assist Spokane Valley in establishing a project partnering agreement (noting agency concurrence) with the key participating agencies. This agreement will establish who will be invited to attend the technical (Interdisciplinary "Yearn - IDT) meetings for the project, and will describe their role as technical or advisory. Agencies expected to participate in a technical role are WSDOT, Spokane Valley Chamber of Commerce, Spokane County, Spokane Transit Authority (s rA), and Spokane Valley. Other agencies expected to serve in an advisory role as part of the Advisory Team (AT) are the Federal Highway Admh—dstration (FH_WA), WSDOT, and Spokane Regional Transportation Council (SRTC). Each participating agency will need to assign an individual to participate at the IDT meetings, and those agency representatives will be identified in the agreement. The AT is assumed to include agency staff that can provide policy guidance as needed throughout the project, including design /traffic staff from WSDOT headquarters and FHWA. Task 1.2 Project Meetings IDT Meetings CH2M HILL will attend up to four (4) IDT meetings that include technical staff (stakeholders) noted above. It is anticipated that the first meeting will be necessary to confirm Corridor Analysis parameters and evaluation criteria, and to identify alternatives; the second meeting will be to review an initial evaluation of alteniatives; the third meeting will be to reply to comments on the alternatives evaluation; and the fourth meeting will be to gain consensus on a preferred alternative. The AT will be invited to all IDT meetings. Open Houses CH2M HULL will attend two (2) open houses (meetings), the first to gather input on identifying alternatives and evaluation criteria, and the second to be held in conjunction with the final stakeholder 117D meeting, to present results to the community as recommended in the WSDOT LAG Manual. SRTC Meeting CH2a%4 U HLL will attend one SRTC meeting,, to present project information for the purpose of adding the project to the Nrrp. Task 1.3 Project Management In addition, CH2M HULL will provide project management services that will include preparation of four (4) monthly invoices and progress reports, coordination of staff, and administration of overall quality on project deliverables. Assuruptions: Up to four (4) IDT meetings are anticipated with agencies and Spokane Valley. Key agency stakeholders or IDT members for this Corridor Analysis include SRTC, WSW]', FHWA, Spokane County, Spokane Valley, and Spokane Valley Chamber of Commerce. SPIU K3505f400010 SCOPE OF ViORK, SPOKANE VALLEY CORRIDOR AN.' CITY OF SPOKANE VALLEY, WASICENGTON A meeting is included for attending an SRTC "f fC meeting (held on the third Wednesday of each month). Also, two open houses (public meetings) will be held, one of which will be scheduled in conjLmction with one of the 11T1' meetings. A11 meetings will be conducted in the Spokane area. Deliverables: Parb:ering Agreement document, meeting attendance, summary of meeting discussions, and four (4) monthly invoices and progress reports. Task 2: Data Collection Technical Memorandum CH_2M 1-[ILL will prepare a data collection technical memorandum identifying desirable data needed for the Corridor Analysis. Spokane Valley will assist in providing and collecting data. Traffic counts are expected to be provided by others and should have been collected within the last three years. A preliminary list of data that will be requested for the Corridor Analysis area is provided below, but is not limited to: • Available AM and PM peak hour traffic turning movement counts (CH21V1 HILL will assist Spokane Valley if the City conducts additional traffic counts) • Available 24 -hour directional counts • 3 -year accident data • Available pedestrian and bicycle counts • Available vehicle classification counts • Signal timing plans • Previous studies related to the Corridor Analysis area • Channelization roadway/ intersection configurations • Capital Improvement Plans for all jurisdictions • Environmental studies conducted for the area, including documentation of sensitive areas • Land use and socio- economic data (Relying on the economic study previously developed by Ecol\4arthwest, CH2M H-ILL will cross - reference the SRTC model socio- economics.) • Economic studies and reports • Comprehensive plans for Spokane Valley and Spokane County Assumptions: Traffic counts will be collected on an as- needed basis to support the various alternatives being considered. The Corridor Analysis mainly will rely on available data (the model data will be provided by SRTC based on the most current tool assumed to be a TModel converted to VISUiM for the year 2025) including accident statistics and traffic counts provided by Spokane Valley. Spokane Valley will verify intersection phasing and channelization in the field for use by CH2M HILL. For purposes of this scope of work, it is assumed that any new traffic counts will be collected by Spokane Valley. Deliverables: Data Collection Technical Memorandum for the Corridor Analysis area. SP9QBK356)60 *14000 10 ^ � SOOPE OF %YORK, SMONE VALLEY CORRIDOR QS CITY Of SPOKANE VALLEY, VIAWNGTON Task 3: Establish Corridor Analysis Parameters Task 3.1 Methods and Assumptions Technical Memorandum CH2M HILL will prepare a methods and assumptions technical memorandumn listing the base assumptions for the project including Corridor Analysis limits, analysis years, concu- rrency and level of service (LOS) standards, baseline improvements, methods for developing forecasts and conducting analysis, and outlining analysis parameters. This memorandum will also establish methods for creating travel demand forecasts for 2030, which is beyond the regional model year. To demonstrate their concurrence with Corridor Analysis methods and assumptions, this memorandum will be prepared for the authorizing signatures of the partner agencies. Assumptions: • Of all of the alternatives identified, only four alternatives (including the baseline /no build) will be evaluated for operations and safety for the 2030 PM peak hour. • Accident analysis will assess current accident statistics, existing safety deficiencies, and address substantive and nominal impacts. • CH2M HILL will collect existing accident data from WSDOT, Spokane County, and Spokane Valley. • Growth rates will be derived from the most current SRTC model runs for existing and future years (the methodology for developing and applying the growth rates must be approved by SRTC). • Travel demand forecasting will rely on available forecasts from SIZTC and adjusted forward to reflect year 2030, using a methodology approved by Sl7TC. • Synchro /Sim Traffic will be used to assess intersection operations (for AM and PM peak hour) for up to twenty-five (25) potentially impacted intersections (Spokane Valley will provide Synchro files for intersections throughout the city, recently done by David Evans & Associates). • An analysis year of 2030 is assumed as the design year. • An All Peak Hour analysis will be conducted for each alternative for the 2030 design year only. • An operational analysis will be conducted for intersection level of service; however, to compare alternatives, we may apply criteria such as travel time, queuing, and overall metrics [speed delay, etc.] which are derived from operational analysis. • Year of opening analysis will be not be conducted in this phase of work but will be assumed as 2009 for the memorandum. • .parameters for analysis will be based on current practice in Spokane Valley and the region. Information including tables and figures will be developed for insertion into this technical memorandum and also the Transportation Discipline Report (discussed in Task 8). SPKEK35051O0010 7 SCOPE OF WORK, SPOKAN=_ VALLEY CORRIDOR AA` f CFrY OF SPOKANE VALLEY, WASHINGTOR 3.2 Evaluation Criteria Technical Memorandum CM2M HILL will develop a process for evaluating a set of alternatives through a two -phase evaluation process, including developing evaluation criteria that support project objectives. Evaluation criteria Likely will include transportation benefits and impacts to the built and natural environments. All alternatives considered will go through an initial screening to determine how they meet the project's purpose and need. Then a secondary screening, based on more specific criteria, will be conducted to identify up to four final alternatives (as noted in the assumptions). The memorandum will document how the criteria might be measured. For purposes of this scope of work, the criteria are initially assumed to be as follows: Trmisyortation Benefits in 2030 Arterial Street Operations (based on intersection analysis and travel times) Arterial Street Safety — 'Through Travel Time (To measure, we will run initial travel times and compare to calculated travel times using intersection delays and free -flow speeds; we will verify this method with the IDT in the methods and assumptions technical memorandum.) Total vehicle miles traveled (NrMT) Feasibility Design Standards Constructability Naffiral Environment — Impact on Air Quality — Impact to Critical Areas Bidit Environment — Consistency with Comprehensive Plans — Noise — Economic Development — Impact on Ped /Bike Facilities — Displacements and Disruptions Deliverables: • Draft and final Methods and Assumptions Technical Memorandum • Draft and final Evaluation Criteria Technical Memorandum Drafts of both of these technical memorandums will be provided to the IDT stakeholder group prior to the first ID'I' meeting,. SPKIBK35 &'05;400010 SCOPE OF WOM9, SPOKAN'c VALLEY 0ORRMORLi1S, MY OF SPOPC 7E VALLEY, WASHINGTON Task 4: Prepare Statement of Purpose and Need Technical Memorandum C112M KILL will prepare a draft and final statement of purpose and need, appropriate for the environmental assessment. This statement will be substantiated by data collection. The purpose and need statement will address: • Project Status • System Linkage • Capacity • Transportation Demand • Legislation • Social Demand or Economic Development • Modal Interrelationships • Safety • Roadway Deficiencies • Exonomic Development Spokane Valley will assist with gathering feedback on the draft statement from the ITD. The final technical memorandum statement will i.ticorporate stakeholder and Spokane Valley comments. Deliverables: Draft and final Purpose and Need Statentennt'rechnicai Memorandum Task 5: Prepare Deficiencies and Alternatives Technical Memorandum CH2M HULL will identify and evaluate project area deficiencies including safety, congestion, community cohesion, linkage, economic development, and modal choices. CH2M HILL then will identify alternatives and conduct initial screening (how each alternative addresses purpose and need), to develop four final alternatives (including baseline /no build) for the Sprague /Appleway Corridor. Qn the basis of the evaluation, CH2�t\,1 HILL will prepare a draft technical memorandum of the deficiencies and alternatives. Spokane Valley will assist in gathering feedback from key stakeholders, including the SRTC and Spokane County, on the draft memorandum. The final memorandum will incorporate stakeholder and Spokane Valley comments, and will identify those alternatives selected for further evaluation (final four alternatives including the baseline /no build). Assumptions: Environmental analysis data for the project (developed by Jones and Stokes, 2002 -2005) will be used for screening the final four alternatives (including baseline /no build). No other technical data will be developed except for a Transportation Discipline Report (Task 8) that evaluates traffic for each selected alternative, and an economic analysis for each selected alternative. There will be no additional analysis on other environmental elements including water quality, noise, land use, visual, geology /soils, air, vegetation /wildlife, wetlands, cultural/ historical, and parks /recreation. Deliverables: Draft anus final Deficiencies and Alternatives Technical Memorandum SKSK35M51600010 SODPE Or IYORIC SPM NE VALLEY CORRIDOR A,Pll , 1 Clrf ON SPOKANE E VNLL5Y, WASIUNGTCN Task : Prepare Economic Analysis Technical Memorandum CH2M HILL wi11 review the'fcoNTorthwest (October 2004) economic analysis report, focusing o both land use and socioeconomic data, considering the businesses aping the corridor and overal l economic interests in the region. Using this information, CH?M HILL will assess the economic impacts of the final four alternatives (including baseline /no build) as part of the secondary screening process_ , Dchverable_ Draft and f naI[ Economic.A- naiysrs T'echnicaI Mein nra-uduin Task 7: Prepare Preferred Alternative Technical Memorandum CH2M bTCUL will summarize the evaluation of all identified alternatives, based on �Ln initial screening by reviewing purpose and need, and on a secondary screening of the final four alternatives, based on evaluation criteriin. Results for each screening will be reported in a technical memorandum. CH2M HILL avid work with Spokane Valley and key Stakeholders to establish a preferred solution, bused on evaluation criteria, Spokane Valley will help obtain consensus on the seLction of a preferred alternative, based on the methods and assumptions, and evaluation criteria used in the alternatives eVR1MtiOn. Deliverables: Draft a)O fanaI Preferred AIterna-tive Technical Mon Task 8: Prepare Outline and Draft Transportation Discipline Report CH2M HILL will prepare an o v d One of the Transportation Discipl ine Deport (TO 1Z), including only horizon gear analysis, consistent with N EPA (National Environmental Protection Act) gu.idance_ The outl ine wil l be reviewed by Spokatie Va IIE y, SIZE "C: a n WSDOT to confirm their agreement with the ana Lysis. Specifically, the outline will provide an opport mitt' to obtain up -front buy -off on the evaluation approach (such as the assumption that yc2ar of opening analysis will not be included), to ensure a likely, immediate acceptance of the draft TDR report. After approval o the outs ine by the Spokane Valley_ SRTC. and W500T, CK2M KILL. t'FiII use the evaluation criteria to show stow the preferred alternative meets the purpose and need compared to the other alternatives. The conclusions will be discussed in a draftTDR, This draft report evil I con Rrm that the al ternative can meet co tic u.rrenc objectives in the design }year_ Generally this report will address affected environment, alternatives considered, impacts during construction, rind impacts during operations. De fiverab les. 0 utfine and Draft Transpartfafiula Dii ;cipfine Report Task 9: Prepare Public Involvement Plan and various public outreach (materials On beha f of CI 12M 1-11 LL, Ruen- Yeager & Associates will develop a Fublic Involvement Plan to identi Fy strategit5 for inclusion of the community and area agencies in the development, rev Lew, aatd xefinernent o� alternative solut!ons_ '1"itis plan may i- .icIU.de die following: Agency and community stakeholder interviews Support of the Spokane Valley's deb Site $PI{lM6$g151A0p010 10 � 3 -- SOOPE OF WORK, SPOG4,INE VALL EYCORRIDORr .. y "sIS, G1TY OF SPOKIU.E VlLLEY,'!lASHINGTON Planning and development of t-Aro open houses Development and n- taintenance of a project mailing list Media relations Assumptions: For this scope of work it is assumed that the following public outreach services will be provided by Ruen- Yeager & Associates: • Develop a public involvement plan • Conduct stakeholder interviews (Spokane Valley, WSDOT , SRTC, Spokane Valley Chamber of Commerce) • Develop list of ongoing issues and concerns to incorporate into the Corridor Analysis that address public and agency issues • Provide materials for inclusion on the Spokane Valley Web site (alternatives, schedule, and open house material) • Develop public feedback/ comment forms for each open house • Establish a location and date for open houses • Develop public meeting notices to be published in the Spokesman Review • Develop displays and materials for two open houses, utilizing work products to illustrate project assumptions, data, and analysis • Develop two color newsletters (each newsletter to be one page, containing project information, open house announcement, schedule update, etc.). Reproduction costs of newsletters and postage/ labeling to be paid by Spokane Valley • Provide media contact information and press releases for project at key milestones, with prior approval and on behalf of Spokane Valley For the public meetings, CH2iv1 HILL will assist in planning, will attend, and will provide materials and information including displays of information prepared as part of project work tasks. CH2M FULL/ subcontractor will set up the meeting place. Spokane Valley -will cover all fees for meeting place, advertisements, printing of handout materials, mailings, and meeting notifications. Deliverables: Deliverables will be as follows: • Draft and final Public Involvement Plan • List of ongoing issues and concerns • Two public meeting notices • Boards and display materials for open house • Two one -page color copy ready project newsletters SPK605051400010 11 SCOPE OF WORK. SPOKANE VALLEY CORRIDOR AN)' CRY OF SPOKANE VALLEY. WASHINGTON 4.0 Project Delivery Schedule CH2M HILL. will complete the work outlined in this Scope of Work within four (4) months of the notice to proceed date, based on assumptions stated in Section 2.0 of this scope of work. The estimated completion dates for all deliverables are shoe *n below based on a June 15, 2005 start date. Deliverable Estimated Completion Date Task 1 Summary of Meeting Discussions Progress Reports/Project Invoices Partnering Agreement Task 2 Within one week of each meeting Monthly Mid July Data Collection Technical Memorandum End of June Task 3 Draft Methods and Assumptions Technical Memorandum End of June Final Methods and Assumptions Technical Memorandum First full week in July Draft Evaluation Criteria Technical Memorandum End of June Final Evaluation Criteria Technical Memorandum First full week in July 1st IDT Meeting Mid July 1!;' Open House Mid July Task 4 Draft Purpose and Need Statement Technical Memorandum 3rd week in July Final Purpose and Need Statement Technical Memorandum First 2 weeks of August Task 5 Draft Deficiencies and Alternatives Technical Memorandum 3rd week in July Final Deficiencies and Alternatives Technical Memorandum First 2 weeks of August 21d IDT Meeting Mid August Task 6 Draft Economic Analysis Technical Memorandum Mid August Final Economic Analysis Technical Memorandum End of August Task 7 Draft Preferred Alternative Technical Memorandum First full week in September Final Preferred Alternative Technical Memorandum Mid September 3'd IDT Meeting Mid September S -P`U C3S31051400010 12 42" f� SCOPE OF WORK, SPOKANE VALLEY OORRW0Rf,�' .tif.,�slS, MY OF SPO7CAt.'E VALLEY, WASHINGTON Deliverable. wz; "E; �';, „" =.R, - Estimated.Completiorr Date, ... Task 8 Outline of Transportation Discipline Report First full week in October Draft Transportation Discipline Report Mid October vw IL' r 4'' ID. T' h4eehrig ,`" 3rd week in October 2 "d Open House 3rd week in October SRTC Meeting 3rd week in October (19th — Wednesday) Task 9 Draft Public Involvement Plan First full week in July Final Public Involvement Plan Mid July List of Ongoing Issues and Concerns First part of August Two Open Houses Notices One week prior to each Public Meeting Boards and Display Materials for Open Houses Prior to Open Houses Two Project Newsletters One week prior to each Public Meeting SPOKM051400010 Q DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "5.0 Estimated Budget" 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 D -2 Payment (Cost Plus a Fixed Fee) 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 specified in Section U, "Scope of Work_" The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, direct non -salary costs, and fixed fee. 1. Direct Salary Costs: The Direct Salary Cost is the direct salary paid to principals, professional, technical, and clerical personnel for die time they are productively engaged in work necessary to fulfill the terms of this AGREFAMENT. The CONSULTANT shall maintain support daut to verify the direct salary costs billed to the AGENCY. 2. Overhead Costs: Overhead Costs are those costs other than direct costs, which are included as such on the booksof the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rateshown in the heading of this AGREEMENT under "Overhead Progress Payment Rate." Total overhead pa,nnentshall be based on the method shown in the heading of the AGREF.,MFNT. The two options are explained as follows: a. Fixed Rate: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reunburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT_ b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accurnulated with all other Actual Costs. A. summary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AG:R:hFMFNT. When an Actual Cost method is used, the CONSULTANT (prime and all sub - consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. DOT Form 14"89 EF E ))bit O -2 Revised 6:05 Failure t(.,,.,__,o,ply this information by either the prime (I.,_ ,,,,3ULTANT or any of their sub - consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and in overhead rate for billing purposes is approved. The AGENCY, STATE and/or the Federal Government may perform an audit of the CONSULTANT'S books andrecords at any time during regular business hours to determine the actual overhead rate, if they so desire. Direct Non-Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub - consultants. Air or train travel will be reimbursed only to 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 A.GENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.20 -46 "Travel Costs." The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. Al l above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT 'S profit, is shown ii the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee, which could be authorized from the Management Reserve Fund. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the Final payment, subject to the provisions of Section EX entitled "Termination of Agreement." Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Adthinistrator 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 authorizations) 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 fund 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." C1. 6. Maaim� "otal Amount Payable: The Maximum Toy �mount Payable by the AGENCY to the CONSULTANT under this AGR FDAENT 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 ?C.l V, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the .AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct Salary, Direct Non - Salary, and allowable Ovenccad Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed salary costs for CONSULTANT 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. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &1:., plans, snaps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEINiENT. Acceptance of such Final .Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of Fuial 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 be& the appeal process to the AGENCY for audit findings. D. 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 -1 / Valley Corridor Project" 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. U Exhibit G Subcontracted Work 'Mc AGENCY permits subcontracts for the following Portions of the work of this AGREEMENT: Risen & Yeager I aFficc; CrnmtS DOT Fam 140-089 EF Exhibit G Revised 6:05 O 0 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors ire interest agrees as follows- Comp] 1ancc with Regulations; The CONSULTANT shall comply with the Regulations relative to non - discrimination in federal] y assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 2 f, as they may be amended from tune to tilde (hereinafter referr�;d to as the "REG U LAT10N S"), which are herein incorporated by reference and made a part of this ACRE- UNTENT. Non- discrimination: The CONSULTANT, with regRrd to the worl, performed during the AGRT'EMEN'T, shall not discriminate on the grounds of race, color, sex, or national origin is the selection and retention of sub- consikltants, including procurement of materials and leases of equipment, The CONSULTANT shall not pardcelpaie either directly or indi.recdy in the discrimination prohibited by oCtion 21.5 of the 'REGULATIONS, including ernployment practices when the AGJ.EEMENT covers a program sct forth in Appendix B of the REGULATIONS_ olieitations for Sub - consultants, Including ProCuTV;menC of Materials and EquipmtriC. In all solicitations either by comp czitive bidding or negotiations nnade by the CONSULTA><�lT for Fork [n be performed under it sub- contract, including procurement of materials or lenses o equipment, each potential sub - consultant or suppl ier shall be notified by the CONSULTANT of th. CONSULTANT'S obligations under this AGREEMENT and the REGULATION' S relative to non- discrimination on the grounds of race, color, scx, or national origin. 4_ 1nforniati on and Reports' The CONT&ULTANT shall provide all information and reports required by the REG ULKF 10 NS or directives issued pursuant therei-o, 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 Fce&:ral highway Admin 1 strati o n (Fl° WA) to be pert inent to ascertain compliance with such REGULATIONS, orders and instructions. Wherc any information required of CC) NSULTA IT is in the exclusive possession of anothcr who fails or refuses to birniA this information, the CO SM TA T shall so certify to the AGENCY, STATE or the r HWA as appropriate, and shall set forth what efforts it has made to obtain the information, Sanctions for lion -corop II ance- In the event of the CONSULTANT'S non- complianc4 wiIII the non - discrimination provisions of this AGE -EE ENT, the AGENT shall impose such AG.IREEMENT sanctions I5 it, the STA'T'E or the FHWA in ay determine to be appropriate, including, but not limited Co: Withholding of payinents to the C ONSULTANT under the AGR EIVE T antiI the CONSULTANT complies, and/or; Cancellation, termination, or suspension of the AGREEMENT, in whole or in part OOT Form 140-089 E� E>Ji L h Raxivnd 6105 Lncorporation of Provisions; ONSU.LTANT shall include the pmvi:a�_,> of paragraphs (1 ) through (5) in every sub - contract, includin� V roc uremenI of materials and leases of equipment, unless cr€crrtpt by the REGULATIONS; or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement m the AGENC Y, STATE or P14W A may direct as a means of enforcing such provisions including sanctions for non - compliance, Provided, howcver, that in Clio event a CON SU yTA ST becomes invol vcd in, or as th,reaterled %.v kh, litigation with a sub- considtant or suPplior as a result of such directiorE, the CONSULTANT may request the AGENCY and the STATE enter jnto such litigation to protect the interests of the AGT' 'Y 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. i � 1 k� 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 Lwnp 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 temiination is to the total work required for the Project. In addition, the CONSUTJANT 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 I Revised 6105 C 'I hereby certify that I am repr=ntaLive of the firm of Exhibit M-1(a) Certification Of Consultant 142M FULL, INC. 0 Projcc[ Flo. 05 -002 Local agency and duly authorized whose: �iddress is 9 South Washington, Suite 400, Spokane, OVA. 93201 -3701 and that neither I nor the above firm I b ere represent has: (a) Employed or retained for a COrrkM19'ion, percentage, brokerage, contingent fee, or other consideration, nay .firm or person (other than a bona fide employee workin4 solely for me or the above CONSULTANT) to so]ak:it or secure. the AGR-E-E ME-N7; (b) Agreed, as an express or implied condition fot obtairkin4 this contract, to e'nip loy or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to ;iD y firm, organization or person (other than a bona fide cmpluy working solety for me or the above CONSULTANT) aoy fcc, ran tributi on, donation, or consideration of any kind for, or in c:ortl)eerior) with, procurEna or carrying out this AGREEMENT; except as hereby expressly stated {if any); i acknowledge that this certificate is qo be available, to the Wasbington Mate Department of Transportation and the Fed cral Hi& way Administration, 'U_S_ Department of Transportation in connection with this AGREEM involvinc, participation ofl~ederal -aid high wa;r funds, and is subject to applicable Mate k'uid Federal laws, both crin final a 6-/-7-. Of CFO L)OT Form 14D-M9 !rtF: Exnibi4 M-I 3) Rcyised 6105 Exhibit M -1(b) Certification Of Agency Official T hereby certify that I am the AGENCY Official of the Local Agency of City of Spokane Valley Washing[on, and that the consulting firm or its representa(ivc has not berm requircxl, dirc;ttly or indirectly as an express or implied condition in connection wirh obraintTjg or carrying out this A GREEMENT [o` {a} Employ or retain, or �i - ree to employ to reta�r, any firm or person, or (b) Pwy, or agree to pay, to any firm, pexson., or or aaiwiorj, ai)y fee, contribution. dona0on, or consideration of any kind; except as hereby expressly stated (if any)= I acknowledge that this certificate is to be avai fable to the ash'Lngtou 9 0 [ Deparcrnen1 of Transportation and the federal IHi¢hway Administration, U_ S_ Department of Transportation, in conneL:tioEt �vIth tlris AGREEMF -NT involving participation of PWeral -aid hig wv iy funds, and is subject to applicable; 8 tats and Federal laws, both criminal and civil. Date poT Form 144 -WIJ EF Exhibi. M-1(b) R5viw e6s Signature r Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions L The prospective primary part icipant certifies to the hest of its knowledge and balief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, dec tared Web gible, or voluotariIy excluded from covered transactions by any federal dcpartme7nt or agency', B. Flave xtot within a three -year period peecediiia this proposal been convicted of or had a civil judgment rendered against them for commission or franc{ or a criminal of ertse in connection with obt, tin big, attempti ig to obtain, or perfommi.n- a pLibii1c (federal, state, or local) transaction or contract under a public vausntion; violation of federal or state antitrust statues of commjS6OR of embe lermc:nt, theft, forgery, bribery, falsiiicaticrL or destruction of record.,, nnakin4 false sr,ii.cmcnls, or recesving stolen property; C_ Are not prusently indicted for or otherwise criminally or civilly Uiar ,-ed by a goveminental entity (federal, state, or local) with commission of aTiy of the offenses enufflenated in paragraph {I}(B). of this certification; and D. Have not within a three (3) year pC riod preceding th is applicatioat proposal had one or more public € ransactions (federal, state, or local) temidnated for cause or default. IL Where the prospective primary participant is unable to certil fy to any of the statements in this certification, such prospective participant shall altac:h an exp]anation to this proposal. Consultant Mrm): CHIM In L, INC- 6-17-05 (Dale) DOT Fain 140 -099 EF Enaipit W2 %-Ased W05 4 Exhibit M- erMcation Regarding T he. Restri ctio ns of The use of Federal Funds for Lobbying The prospective particip�mt certidies, by siding and submitting this bid or proposal, to fbcc bc5t of his or her knowledge and belief, that: No fed cral appropriated Funds have been paid or will be paid, by or on bohalfofthe undersigned, to any person for uy#luencing or attempting to influence an officer or employee of any Federal agettcy, a ipeinber of Congress, an officer or employee of Con gresg, or an employee of a member of Congress in connection with die awarding of any Federal contract, the making ofany'fcdcral grant, the mMing of arty Federal loan, the entering into of any cooperative Mary anent, ao(I the ex ten ;ion, continuation, renewal, amendment, or mcoif�ication of �ny:Federal contract, grant, loan, or coo peralive. agreement. 2. 1 Fany funds other than Federal appropriated Funds htgvc been paid or u. -ill be Paid to any person for iafIuencing or attempling to in.fliamce an ofFficer or employee of-any Federal agency, a member of Congess, im officer or employee of Congress, or an employee of a member of Congress in Ggruiection with this Federal contract} g ant, bait, or cooperative agreemem, the undersigned shall complete and s;ubinit Standard Forni -LLL, "Disclosure Form to Report Lobbying," iD accordance with its instructions. 'phis cutl:Hicauon is a material representation of #fact upon which reliance: way plated when this transaction was made: or ,.tend into - Submission of this certification is a prerequisite for making or enternig into this trawactioit �mpo5ed by Section 135?, Title 31, U. S. Code, Any person who fails to file the acquired certification shall be subject to a civil penalty of not less than 510,000 and not more than $100,000 for each such failure- The prospective participant also agrees by submitting his or her bid or propos;nI that ht� or site -SIN '1I I require that the language. of this ccrtif-icaiion be included in all tirr sul�coinracts wi ich exceed 5100,000 aid that all such subrecipicn(s sbdI certify w.1d disclose accord i )-ly- Consultant (Firm): CH2M HILL, INC. (Date) Dp'p from 140-0Bg EF Exhi;}it M>-3 Revised fiI 05 President or Auth6rized Offidal of Corniul Oii i Exhibit M -4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of F_ng'r Services for the 'Valley Corridor Analysis are accurate, complete, and current as of June 16, 2005 * *. This certification includes the cost or pricing data supporting any advance agreements and forwarrd pricing rate agreements between the offeror and the Government that are part of the proposal. Finn Flame Title Date of Execution * ** 6- /7—o,5 Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (c.g., RFP Flo.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached. * ** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 14"89 EF Exh O h4-4