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05-093.00 David Evans & Associates: Appleway ReconstructionIndex of Exhibits Exhibit "X'- Scope of Work Exhibit `B" - DBE Participation Exhibit "C" - Electronic Exchange of Engineering and Other Data Exhibit "D" - Payment (by Agreement Type) Exhibit "E" - Consultant Fee Determination Exhibit "F'- Breakdown of Overhead Cost Exhibit "G" - Subcontract Work/Fee Determination Exhibit "H" — Title VI Assurances - Exhibit "r'— Payment Upon Termination of Agreement Exhibit "T' — Alleged Consultant Design Error Procedures Exhibit "K ".— Consultant Claim Procedures Exhibit "L" — Liability Insurance Increase Exhibit "M" — Certification Documents 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. THIS AGREEMENT, made and entered into this 8th day of November 2005 , between the Local Agency of City of Spokane Valley , Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT". DOT Farm 140 -089 EF Revised 8105 Page 1 of 8 13 /51/ /fi=r Consultant/Address/T-elephone Local Agency David Evans and Associates, Inc. Standard Consultant 110 W Cataldo . Agreement Spokane, WA 99201 509.327.8697 ® ArchitecturaVEngineering Agreement ❑ Personal Services Agreement Agreement Number Project Title And Work Description LA5911 Appleway Avenue Reconstruction Five -lane principal arterial for 1.25 miles Federal Aid Number STP U L- 3842(002) Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ DBE Participation ❑ Yes W No % ® Cost Plus Fixed Fee Overhead Progress Payment Rate % Federal ID Number or Social Security Number Overhead Cost Method ❑ Actual Cost Actual Cost Not To Exceed % REDACTED Do you require a 1099 for IRS? ❑ Yes ® No Completion Date, El Fixed Rate REDACTED Y, Fixed Fee $ 14,873.00 ❑ Specific Rates Of Pay Total Amount Authorized $ 158,952.00 ❑ Negotiated Hourly Rate Management Reserve Fund $ 15,000.00 ❑ Provisional Hourly Rate Maximum Amount Payable $ 173.952.00 [:]Cost Per Unit of Work Index of Exhibits Exhibit "X'- Scope of Work Exhibit `B" - DBE Participation Exhibit "C" - Electronic Exchange of Engineering and Other Data Exhibit "D" - Payment (by Agreement Type) Exhibit "E" - Consultant Fee Determination Exhibit "F'- Breakdown of Overhead Cost Exhibit "G" - Subcontract Work/Fee Determination Exhibit "H" — Title VI Assurances - Exhibit "r'— Payment Upon Termination of Agreement Exhibit "T' — Alleged Consultant Design Error Procedures Exhibit "K ".— Consultant Claim Procedures Exhibit "L" — Liability Insurance Increase Exhibit "M" — Certification Documents 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. THIS AGREEMENT, made and entered into this 8th day of November 2005 , between the Local Agency of City of Spokane Valley , Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT". DOT Farm 140 -089 EF Revised 8105 Page 1 of 8 13 /51/ /fi=r W1TNi;.SSETH 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 THE. R E FORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made apart 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, 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 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 wit] 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 (;sell SUBC:OiNSULTANT, 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 admiunistration 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 AG RE EM ENT. 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 sho"a1 on die 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 fora 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 AGRI:FMENT 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 PROJF.,Cr, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSUL`T'ANT shall not begin any work under the terms of this AGR.EF.,MENT 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 die 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 urvices 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 AGR.Ea4ENT. 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 IS PROJECT' Manager. VI Sub- Contracting The AGENCY permits sub- contracts for those items of work as shov"ar 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- constiltant 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 AGREEivfENT. With respect: to sub- consulGlnt 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 penm.ission of the AGENCY. No permission i'or 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 wSDO'f 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 CONSUL'T'ANT, 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 discrcrtion, 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 cr►gaged, 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, it% assignees, and successors in interest agrees to comply with the following laws and regulations: Title V1 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 1957 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12 10 1 et. seq.) 49 CFR Part 21 23 CF R Part 200 RCW 49.60.150 In relation to Title VI of the Civil Rights Act of 19(A, 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 die CONSULTANT. I n the event this AGREEM ENT is terminated by the ACT ENCY other than for default on the part of the CONS LTANT, a final 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 CON Notice 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 imtnediateiy 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 casts 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. ht 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 the 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 tinder the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by time CONSULTANT. X Changes of Work The CONS UL'1'AMI' shall make such changes and revisions in the complete work of this AGRLEIvIENT 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 ut 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 die State of Washington, situated ut 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 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 utdernnify 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 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 provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of dcfending 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 stations 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 w.rivcs any immunity under the state industrial insurance law, Title 51 RCW. 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 agrecrrtent. 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 41 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 Statelnsurance Commissioner pursuant to `title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. 13. Commercial general liability and property darnage 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 (51,000,000) combined single limit. Excepting die 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.17he CONSULTANT shall furnish the AGENCY with verification of insurance and endorsement-, 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 eftctive 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 (S 1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". in no case shall the CONSULTANT'S professional liability to turd parties be limited in any way. Page 6 of 8 l The AGFNCY 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 forequitable 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 ofparagraphs (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 fumished 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 -I(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 Yricuig Data. Exhibit "M -3" is required only in AGREEMENTS over S 100,000 and Exhibit "1\14" 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 i Supplemental Signature Consu ItanflAdd resslTeiephone David Evans and Associates, Inc. Page for 110 West Cataldo Standard Consultant Spokane, WA 99201 Agreement 509- 327.8697, Agreement Number Project Title And Work Description LA5911 AppleWay Avenue Reconstruction Five -lane principal arterial for 1.25 miles Federal Aid Number STPUL -3842 002 Local Agency City of Spokane Valley, WA THIS AGREEMENT, made and entered into this day of November 2005 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 By Consultant PaSid Evans and Associates, Inc. By Consultant David Evans and Associates, Inc. DOT Fnrnn 140-083 U Appendix 31.,910 Revised 6105 LOCAL AGENCY -- By Agency E) By Agency By Agency By, Agency. Exhibit A -1 Scope of Work See Attached Scope of Work ProjcctNO, STPU - 3842(002) Documents To Be Furnished By The Consultant Bid -ready PS &E documents DOT Form 14"89 EF E)ftbit M1 Reedsed W05 Appleway Avenue Scope of Services #1 (Roadway Design) This project involves improvements to Appleway Avenue from just east of the signal at Sprague Avenue to Broadway Avenue, for a total length of approximately 1.2 miles. The existing four -lane cement concrete roadway will be obliterated and a five -lane asphalt concrete roadway with curb, sidewalk, and drainage improvements will be constructed. The signal at Barker Road will be upgraded to current City and WSDOT standards. It is understood that a portion of the project on the east end is located in Spokane County; the City will pursue and finalize all agreements and arrangements pertaining to this short section of roadway. The project corridor features commercial parcels on the north side of Appleway Avenue and a former railroad :R/W (currently owned by Spokane County) on the south side of the road. The agreements to transfer the railroad R/W from the County to the City are currently being developed. It is anticipated that this R/W will be transferred during the course of the road design project, and that it will be available for use as part of the road prism. Right of way acquisitions will likely be required at the intersections of Appleway Avenue with Long, Barker, and Michigan (six total parcels). In addition, formal use of the former railroad property will require deeds to be prepared (three total parcels). Right -of -Entry agreements will be obtained from all parcels on which improvements (i.e., driveway tie -ins) will occur. 'Phis project will be a collaborative effort between the City of Spokane Valley and David Evans and Associates (DEA), and will require working closely with adjacent property owners. The City will provide supporting documentation and data such as survey mapping and geotechnical investigations, as well as coordinating the transfer of the railroad R/W from the County to the City. DEA will provide engineering and public involvement services as necessary to prepare the project for construction in the spring of 2006. DEA may also provide l AV acquisition services as needed. To the greatest extent possible, the personal and business interests of the property owners will be taken into consideration during the R/W acquisition process, and during the construction of the improvements. The Scope of Services for R/W acquisition is included in a separate document. DEA may provide construction administration services for the project, including: conducting the pre - construction meeting, performing daily construction observation, reviewing materials submittals, processing change orders, and documenting the project in accordance with WSDOT regulations. Materials testing will be performed by a geotechnical subconsultant employed by DEA, however, it is assumed that construction staking will be provided by the Contractor. The Scope of Services for construction administration is included in a separate document. The following scope of work for the roadway design was developed after viewing the project corridor and discussing the goals of the project with City of Spokane Valley engineers. 1. PROJECT ADMINISTRATION 1.1 Project Coordination with City DEA's project manager will coordinate with the City project manager on a continual basis for the duration of the project. Means of communication shall include telephone calls, letters, and e- mails; all correspondence between DEA and the City will be documented for the project file. Appleway Avenue Scope of Work K/dwbo/Appleway Scope. doc Page 1 of 9 1.2 Project Invoicing and File Management DEA administrative staff will prepare monthly project invoices and track the project budget on an ongoing basis. The administrative staff and the DEA project manager will also be responsible for maintaining paper and electronic documents throughout the Life of the project. 2. PROJECT INITIATION 2.1 Setup of Project Files DEA administrative staff will assemble the electronic and paper project files that will be used for the duration of the project. Additionally, project folders will be set up on DEA's external ftp site for use by the City and DEA. 2.2 Collect Existing Data from City, County, and Utilities .DEA will collect existing roadway, right of way, sewer, water, power, telephone, and natural gas information from the City of Spokane Valley, Spokane County, and the utility providers. DEA will attempt to obtain this information in GIS fonnat for convenient coordination with the survey base map. If electronic data is not available, then DEA will obtain hard copies of the infonuation and place it on the base map directly. 2.3 DEA Kickoff Meeting A DEA team kickoff meeting will be held in the Spokane office to describe the project and the project goals to team members. Specific tasks and schedules will also be assigned at this meeting. DEA team members located in other offices will attend the meeting via teleconference. 3. PRE - DESIGN 3.1 Roadway Design Standards .DEA will investigate and compile the standards to be used for the design of the project, such as road classification, access spacing, curb return radii, roadway drainage, illumination requirements, and signal design requirements. These requirements will be drawn from the most current editions of the WSDOT, AASHTO, uid Spokane County road design standards. A Design Deport will be prepared according to the WSDOT LAG manual guidelines to summuize the requirements. 3.2 Initial Utility Coordination DEA will conduct preliminary coordination with the utility providers to discuss the proposed road improvements, the impact of the improvements on the existing utilities, and the relocations or upgrades the utility providers may install during the road project. All discussions with the providers will be documented for the project file. 3.3 Typical Sections Using information obtained from the City and the geotechnical report, DEA will prepare typical section drawings for Appleway Avenue, Barker Road, Greenacres Road, and the miscellaneous City roads. Appleway Avenue Scope of Work K/dwao/Appleway Scope. doc Page 2 of 9 4. PRELIMINARY DESIGN 4.9 Prepare Preliminary Roadway Design Plans DEA will develop preliminary roadway plans illustrating the proposed horizontal and vertical alignment for Appleway Avenue. T.n addition, preliminary intersection plans for Long, Greenacres, Corbin Place, Barker, and Michigan will be prepared to illustrate the geometric layout of each intersection. 4.2 Prepare Preliminary Traffic Signal and Illumination Plans The existing span wire traffic signal at the intersection of East Appleway Avenue and Barker Road will be removed as part of the roadway improvements on Appleway Avenue. DEA will prepare the preliminary design for a new mast -arm traffic signal for this location. The design of the traffic signal shall meet WSDOT design standards as modified by the City of Spokane Valley. The new traffic signal will be designed so that the existing traffic signal will remain operational during construction of Appleway Avenue. Signal loops will be designed using dilemma zone protection. The signal features will include countdown pedestrian heads, Opticom emergency vehicle detection, Opticom indication lights and other features requested by the City. :DEA will perform a speed study, which will be used to determine location of induction loops for the traffic signal. Traffic counts will be performed for the AM peak, midday, and PM peak periods to aid in the design of the signals. A Synchro analysis will be prepared for the proposed intersection, and a phasing plan will be developed. DEA's traffic signal project manager will make one site visit to observe existing conditions, and plan the physical positioning of the proposed signal. The plans will include details and construction notes requiring the contractor to maintain the existing traffic signal during construction. This could include slufling signal heads and providing temporary detection. Required features will be shown in the plans. A preliminary design for the illumination system at the new signalized intersection will be included with the signal plans. Illumination will cover the immediate intersection vicinity and channelized approaches. It is assumed that no other illumination will be required on this project. Additional illumination may be required (in accordance with WSDOT illumination requirements) at other intersections. However, additional illumination not covered in this scope of work and will require a contract amendment. Additionally, the layout of a conduit and junction box system will be preliminarily designed along the entire project length for a Future interconnect system, and the infrastructure for a permanent traffic count station will be designed at Barker Road. The existing traffic signal at East Appleway Avenue and Tschirley Road is outside the project limits and it is assumed that no improvements to this signal will be included in this project. 4.3 Prepare Preliminary Stormwater Plans and Report DEA will develop preliminary stormwater plans illustrating the locations of grassed infiltration areas that may be required to augment the linear infiltration swales. The infiltration areas and associated drywells will be sized using the most current City standards. A technical report summarizing the preliminary treatment and disposal calculations will also be prepared. ApplowAyAvenue Scope of Work Kl&lba(Appleway Scope.doc Page 3 of 9. 4.4 Prepare Preliminary Irrigation Plans DEA will develop preliminary irrigation plans for the grassed infiltration areas. The points of connection and metering requirements will be coordinated with the local water district, and equipment requirements will be coordinated with the City. 4.5 Prepare Preliminary Traffic Control Plans DEA will prepare preliminary permanent traffic control plans that will include delineation, signing, necessary illumination, and pavement markings depicting circulation. 4.6 Calculate Preliminary Quantities Preliminary roadway quantities for the project components will be determined by DEA. 4.7 Preliminary Opinion of Probable Cost A preliminary opinion of probable cost will be developed by DEA with input from the City following preparation of all Preliminary Design plans. 4.8 Preliminary Specifications DEA will prepare preliminary specifications for the project in accordance with the most current WSDOT requirements. The specifications will include the project description, sample bid form, sample bond form, wage rates, contractor's notes, special provisions, and other documents as necessary. 4.9 Preliminary Owner Contacts Although right -of -way acquisition is anticipated to be required from fewer than ten property owners, :DEA will contact all property owners along the corridor (approximately fifty - seven) to discuss design features which may affect them. It is likely that Right -of -Entry agreements will be required from a significant number of these property owners. DEA will discuss perpetuation of fences, location of approaches, protection of existing facilities (such as utilities), necessary temporary construction easements, possible permanent right -of -way acquisitions, etc., with the property owners, and will log the conversations for the project file. 4.10 Preliminary Utility Coordination DEA will route two sets of preliminary plans and a cover letter to appropriate utilities, municipalities (i.e., Spokane County Division of Utilities), and other interested parties for review and comment. DEA will also coordinate with the utility companies to design relocation plans for their facilities where appropriate. Cost estimates for eliminating or relocating facilities will also be developed. Each utility and/or municipality is expected to return one plan with their proposed changes shown. 4.99 Preliminary Design Submittal The submittal package at Preliminary Design shall include: • Preliminary roadway plans • Preliminary traffic signal and illumination plans • Preliminary stormwater plans, with report • Preliminary irrigation plans • Preliminary traffic control plans • Preliminary opinion of probable cost Appleway Avenue Scope of Work WdwbolAppleway Scope.doc Page 4 of 9 • Preliminary specifications This task covers the effort necessary to coordinate the individual plan sections into a cohesive plan set, plot all drawings, review the drawings for consistency and completeness, and deliver the package to the City. 4.12 Attend Preliminary Design Review Meeting DEA's Design Team and City representatives will attend the Preliminary Design Review meeting to review the City's comments on the preliminary design set. 4.13 Public Open House In cooperation with the City, DEA will host one open house to allow the public to view the preliminary plans for the road improvements. D:F.A will advertise the hearing, prepare and distribute mailings, and make arrangements for meeting place and time. The DEA design team will then attend the open house, develop a written summary of issues and concerns, and distribute the materials to interested parties. 5. FINAL DESIGN 5.1 Prepare Final Roadway Design Plans DEA will develop final roadway plans illustrating the proposed horizontal and vertical alignment for Appleway Avenue, based on comments received from the City and property owners. In addition, final intersection plans for Lone, Greenacres, Corbin Place, Barker, and Michigan will be prepared to illustrate the detailed horizontal and vertical layout of each intersection. 5.2 Prepare Final Traffic Signal and Illumination Plans DEA will prepare the final design for the traffic signal for the intersection of Barker Road, including signal heads, mast anns, appurtenances, and electrical wiring. A final design for the illumination system at the new signalized intersection will also be developed. Additionally, the final design for the layout of the conduit and junction box system will be prepared. 5.3 Prepare Final Stormwater Plans and Report DEA will develop final storinwater plans illustrating the locations of grassed infiltration areas that may be required to augment the linear infiltration swales. A. technical report summarizing the final treatment and disposal calculations will also be prepared. 5.4 Prepare Final Irrigation Plans DEA will develop final irrigation plans for the grassed infiltration areas. The points of connection and metering requirements will be coordinated with the local water district, and equipment requirements will be coordinated with the City. 5.5 Prepare Final Traffic Control Plans DEA will prepare final permanent traffic control plans that will include delineation, signing, necessary illumination, and pavement markings depicting circulation. 5.6 Calculate Final Quantities Final roadway quantities for the project components will be determined by DEA. Appleway Avenue Scope of Work K/dwbo✓Appleway Scope.doc Page 5 of 9 �J 5.7 Final Opinion of Probable Cost A final opinion of probable cost will be developed by DEA with input from the City following preparation of all Final Design plans. 5.8 Final Specifications DEA will prepare final specifications for the project in accordance with the most current WSDOT requirements. The specifications will include the project description, sample bid form, sample bond form, wage rates, contractor's notes, special provisions, and other documents as necessary. 5.9 Final Utility Coordination DEA will route final plans to the utilities identified during preliminary design. DEA will work with each of the utility providers to coordinate the layout of the utilities with the road improvements, and to coordinate construction phasing/scheduling issues. 5.10 Final Utility Plans Based on the relocation designs obtained from the utility providers, DEA will illustrate the proposed relocations on the final road plans. DEA. will coordinate with utility companies to determine the costs of any relocations, as well as the entity responsible for the costs of the relocations. In addition, DEA will assist the City with the necessary agreements for the relocations. 5.11 Progress Review Meeting DEA and the City engineers will meet to discuss project issues related to the final plans, construction schedule, and bidding. 5.12 Final Design Submittal With appropriate City and subconsultant input, the submittal package at Final Design shall include: • Final roadway plans • Final traffic signal and illumination plans • Final stomiwater plans, with report • Final irrigation plans • Final traffic control plans • Final opinion of probable cost • Final specifications This task covers the effort necessary to coordinate the individual plan sections into a cohesive plan set, plot all drawings, review the drawings for consistency and completeness, and deliver the package to the City. 5.13 Attend Final Design Review Meeting DEA's Design Team and City representatives will attend the final Design Review meeting to review the City's comments on the final design set. Appleway Avenue Scope of Work K/dwWAppfeway Scope.doc Page 6 of 9 �i 5.14 PSBE Submittal The project plans and proposal will be revised to reflect the comments made at the Final Design Review Meeting. A thorough Quality Assurance Review will be conducted by DEA at this tune, and a comparison between right -of -way plans and construction plans will be performed. 5.15 Project Proposal Package With input from the geotechnical subconsultant and City engineers, DEA will prepare the project proposal package including the PS &E information sheet, a construction schedule, special provisions, contractor's notes, and specification amendments. 6. BIDDING 6.1 Prepare Bid Documents for Distribution DEA will prepare up to thirty sets of the PS &E package for distribution during the bidding period. Plans will be made available to the contractors at the DEA office, and additional PS &E sets will be distributed to the local plan centers. 6.2 Prepare Bid Advertisement DEA will develop the bid advertisement for the project and publish it up to a maximum of three times in up to five publications. 6.3 Conduct Pre -Bid Conference DEA will schedule and conduct one pre -bid conference for the project. 6.4 Respond to Questions and Issue Bid Addenda DEA will respond to contractor questions and issue bid addenda during the bid period as required. The issuance of addenda will be tracked and addenda acknowledgement forms will be distributed to official plan holders. 6.5 Bid Opening DEA will open bids at the appointed time and place, and tabulate the preliminary results for public distribution. 6.6 Bid Evaluation DEA will evaluate all bids to confirm responsiveness, and make a recommendation to the City for award of the contract. 6.7 Assistance for City /Contractor Contract DEA will assist the City and Contractor as necessary to facilitate the finalization of the construction contract between the two parties. Under this task, DEA will provide the Contractor with the electroiuc design files needed to set up the construction staking files (which will be the contractor's responsibility). AppfewayAvenue Scope of Work K/dwbo/Appfeavay Scope. doc Page 7 of 9 7. RIGHT -OF -WAY ESTIMATE 7.1 Review of RIW Retracement Survey and Supporting Documents A retracement survey of the existing rights -of.- -way for the project corridor is being conducted by another Land Suu-vey consultant. It is our understanding that this survey is to delineate the existing land boundaries and provide a basis for the development of the proposed right -of -way plaits. In particular, we understand that this survey will accurately retrace the rights -of. -way for Appleway Avenue, the former Chicago, Milwaukee and St. Paul Railroad right -of -way, and intersecting streets, as well as establish the existing adjoining ownership lines. We also understand that this survey will be referenced to the Washington State Plane Coordinate System. The City of Spokane Valley will provide DEA with the final survey drawing and the associated electronic files, along with hard copies of all supporting documents, for our review. These documents will include the eight -of -way plans and deeds for the rights -of -way and the vesting deed for the adjoining land parcels. It will also include the information on the methodology and monuments utilized to reference the project to the Washington State Plane Coordinate System. It is assumed that this drawing will be in accordance with the City of Spokane Valley cad standards. DEA will review all documents for suitability for the proposed right -of -way plan preparation. In addition, DEA will perform a linvted field verification of the retracement survey, for purposes of this scope, it is assumed that eight hours or less of a two man survey crew will be required for this task. It is also assumed that no significant title issues will be discovered by the retracement survey. 7.2 Right -of -Way Plan (Preliminary) It is recognized that design elements and negotiation elements will be dynamic and interrelated in nature. An Initial Right -of -Way plan will be developed by DEA as the preliminary roadway design becomes substantially developed. This plan will be based on the Right -of -Way Retracement Survey and on preliminary design plans. It will be developed to the extent necessary to allow for submittal and approval by WSDOT. No title reports will be ordered or reviewed at this step. It is anticipated that this plan will also be used to support acquisition negotiations. As negotiations become completed this plan will be developed into a final plan set, detailing final acquisitions, as discussed in the R/W Scope of Services. 7.3 Preparation of Draft "Summary of Offer" Documents DEA will coordinate with the City on determination of just compensation for each acquisition, and will prepare a draft "Summary of Offer" for each parcel. These summaries will be forwarded to the City for review and comment. 7.4 Preparation of True Cost Estimate Following appraisal of the acquisition parcels, DEA shall complete a True Cost Estimate (Appendix 25.144 of the LAG Manual) for the project. The True Cost Estimate shall take into consideration the values developed under Task 7.4. 7.5 Preparation of Local Agency Agreement Supplement Based upon the True Cost Estimate, DEA will prepare the focal Agency Agreement Supplement for the ROW acquisition phase. Appleway Avenue Scope of Work K/dwbo/Appleway Scope.doc Page 8 of 9 0 7.6 Submittal to WSDOT Region Local Programs Engineer DEA will submit the True Cost Estimate, Right of Way Plan, Local Agency Agreement Supplement, and supporting documentation to the WSDOT Region Local Programs Engineer for review and approval. Upon approval of the package, Federal fiinds for R/W acquisition will be eligible to be released. ADDITIONAL SERVICES The following additional services will be performed if necessary. A written supplemental agreement will be executed prior to initiating this work. • Public meetings in addition to those stated in the scope of work. • Environmental tasks including wetland delineation, environmental mitigation or biological surveys. • Design of the local public roads outside of the intersection areas. • Additional survey for elevations or features not captured by the City in the base maps. • Signal warrant analysis, signal design, or speed studies in addition to those listed above. Appleway Avenue Scope of Work K/dwbo✓Appleway Scope.doc Page 9 of 9 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The two pages entitled "Appleway Avenue Improvements Estimated Fees" contain confidential cost and rate data and are 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 C- Electronic Exchange of Engineering and Other Data I. Surveying, Roadway Design, and Plans Preparation Section A. Survey Data — Survey point data shall be in ASCU format. Electronic drawings shall have all breaklines and linework completed prior to delivery to David Evans and Associates, Inc. (DEA). The drawing platform shall be AutoCad LDDT 2005. .B. Agency's Right to Review Product with Consultant — The City of Spokane Valley shall have the right to inspect all hardcopy and electronic files at any time. C. Electronic Deliverables — DEA shall deliver all roadway design and R/W electronic files to the City at the conclusion of the design. D. Agency Furnished Services and Information — The City shall furnish to DEA in electronic format: the existing R/W map, and the topographic survey of the existing surfaces. The City shall also furnish to DEA the final geotechnical report, which shall 'include recommendations for pavement design and storm-water disposal. II. Methods to Electronically Exchange Data A. rile Transfer format — All drawing files will be prepared and transferred to the City in AutoCad 1 DDT 2005 format. An ftp site accessible by City personnel shall be established to facilitate fire transfers. Appleway Avenue Exhibit C Wdwbo/Appleway Scope. doc Page 1 of 1 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 T'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 the time they are productively engaged in work necessary to fulfill the terms of this AGItEEiMfENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGE,NFCY. 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 paymentshall be based on the method shown in the heading of the AGREEMENT. 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 reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEiViF;N, 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 accumulated with all other Actual Costs. A sununary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub - consultants) Hill 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. Tt 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 140 -089 EF Exhibit D-2 Revised 6105 Failure to supply this information by either the prime CONSULTANT 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 an 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 CONSULTA�I T. 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' shat I comply with die rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. I•Iowever, air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205 -46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit; is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee; which could be authorized from die 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 CONSUL'T'ANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." Management Reserve 'Fund: The AG N ICY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional fLmds 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 atnotult 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." ti. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSUL rANaT under this AGREEMENT shall not exceed the amo[ it 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 wider this AGREEMENT. B. Monthly Progress Payments: The CONSLJ TANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fec 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 montlily progress reports required under Section Ill, "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 Overhead 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 PROJEC "I 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&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constipate 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 CONSULTANIT, the CONSULTANT will refivad 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 findin&N. 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 / 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 shoring 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 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 fedentlly 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. Non - discrimination: The CONSUL TANT, 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.E of the REGULATIONS, including employment practices when the AGREEMENT covers a progmim set forth in Appendix B of the REGULATIONS. Solicitations for Sub - consultants, Including Procurement of Materials and .Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be perfomned wider a sub - contract, including procurement of materials or leases of equipment, each potential sub- consultvit or supplier shall be notified by the CONSIA TAN'I' 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 CONSULTA T shall provide all information and reports requird by the REGULATION'S 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 intonnation required of a CONSMANT 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 AGR.EEN IENf, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the Fi-1WA 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 140-089 EF Exhibit M Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub- contnict, 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 FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threat:erned 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. 1 C` 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 CONSUL TANT 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 CONSUf 'ANT 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 liotu•s charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEWv -'N'C. Cost Per Unit of Work Contracts A final payment shall be made to the CONSUI:.TANT for actual units of work completed at the time of termination of this AGREE.NMNi T. DOT Form 140 -089 EF Exhibit I Revised 6105 �1 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if consultant's alleged design error is of nature that exceeds the accepted standard of cure. 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 Frror(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the -Region 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 concwlrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work, photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design .Error with Consultant After the meetings) 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 consultwit. 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 desire error took place. The agency is to provide HRLP, through the Region DOT Form 140 -088 EF Exhibit J Revised 6105 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 he forwarded to the Director of Public Works or Agency Enguieer 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 Progrruns 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 error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. 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. 1 Exhibit Consultant Claim Procedures The purpose. of this exhibit is to describe a procedure regarding; claims) on a consultant agreement, The following procedures should only be utilized on consultant claims greater than S 1,000_ 1 the consultant's claims) are a total of $1,000 or less, it would not be cost effective I proceed through the outlimd steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a Fpt4r and reasonable price for the consultant's claun(s) that total S 1,000 or less. This exhibit Will oudine the procedures to be followed by the cons Ldtant and the agency to consider a potential claim by the consultant:, Step I — Consultant Files a Claim with the Agency Project Mama rer If the consultant determines that they were requested to perform a.dditiOnal services that were outside of the agrcemenr's scope of work, they may he entitled to a claim_ Tate first step that must be completed is the request for consideration of the c aini to the Agency's project manager. The consultant's claim must outline Uie following; ■ Summation of ♦tours by classification toe each firm t}Iat is included ui the claim; Any correspondence that directed Lhc: consul&mt to perform the additional work; Timcfrim4 of the additional work tha[ was 0utSiLIQ oFthe project scope, Summary of direct jabor dollars, overhCud costs, profit turd reimbursable casts associated With the additional work-, and * 'Explsmatipn as to why the consultant believes tEke additional work was outside of Lhc agreement scope of work.. Step 2 — Review by Agency Personnel }regarding the Consu11ant's Claim for Additional Cornpcnsatiork After the consultant has completed step 1, the next step in the process is Lo fonvard the request to Chu: Agency's project manager_ The project manager w�II review the consultant's elydm and will met with the Director OfPLUblic Works or Agency Engineer to determine ifthe Agency agrees with the claim_ If the T7MIA is participating, in the project's funding, fbm and a copy of the consultant's daim and the Agency's recommendation for federal participaticn in the claim to the W DUf Highways and Laical Programs through the Region Local Programs :Engine:cr. If the claim is not eligible for federal participation, payment will need to be From agency fitnds. If the Agcney proje(:t MaURger, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicAle), and 1;HV1+A (if applicable) ttgme o with the consultant's claim, send a request ME rFno, inGIucli.ng backup clocLL mentation to the consultant to either supplement the agrc(:rrient, or ere <tte a new agreement fear the claim. After the request has hccn approved, the Agency shall write the supplement and/or new a6,ce:emcnt iced pity the consultani the amount of the claim, inform the dartsuIL:-mt Lhat the final payment for the ageement is subject to audif_ No further action in needed regarding the claim procedures. DOT Farm 946-089 EF Exhibit iC Rowlwd 6105 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 Claiun(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 SHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to he from agency funds. Step 5 — Informing Consultant of decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the arnnou nt 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. STPUL- 3842(002) Local Agency Spokane Valley I hereby certify that I am Douglas W. Busko P.E. and duly authorized representative of the fine of David Evans and Associates, Inc, whose address is 110 W Cataldo, Spokane, WA 99201 and that neither •l 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 fine or person in connection with carrying out this.AGRE.EM:ENT; 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 land 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 patiicipation o•f'F'ederal-aid highway hinds, and is subject to applicable State and Federal laws, both criminal and civil. November 8, 2005 �a lc QOT Form 140.089 EF Exhibit M -1(a) Revised 6875 V �N Signature 9�) 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 AGRMMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any fnm, 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. November 8: 2005 G ' Date 319naturo_ DOT Form 140 -069 EF Exhibit W1 (b) Rey0ed 6105 Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions I. The prospective primary parti6pant 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'precedinb 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 My of the offenses enumerated in paragraph (I)(B). of this certification; and A Have not within a three (3) year period preceding this application*oposal had one or more public transactions (federal, state, or local) terminated for cause or default. 11. 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): David Evans and Associates, Inc. November 8, 2005 (Date) (Signature) P sidpnt or Authorized official of Consultant DOT Fwm 140.089 EF Exhibit M -2 ReVmad 9105 �D Exhibit M -3 Certification Regarding The Restrictions of The-use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or pvpozW, to the best of his or her knowledge and belief, that: 1. No federal. appropriated fiords have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting.to influence an officer or employee of any Federal agency, a member of Congress, an officer onemployee of Congress, or an employee of a member of Congress in connection with the'awarding of any Federal contract, the making of any Federal grant, the making-of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal; amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. if any funds other than Federal appropriated funds have been paid or. will be paid to ally person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standaz-d Form -LUL, "Disclosure Dorm to Report Lobbying," in accordance with. its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is -a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification sball be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require'that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that ,,W such subrecipients shall certify and disclose accordingly. Consultant (Firm): David Evans and November 8, 2005 !--! (Date) (Signature) Preq(tldht, or Authorized Officii DOT Form 140 -089 EF Exhibit M3 Revised 8408 0 Exhibit M -4 Certificate of Current Cost or Pricing Data Thus 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 STPUL- 3842(002) are accurate, complete, and current as of November 8, 2005 * *. This certification includes the cost or pricing; data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm David Evans and Associates, Inc. Name Douglas W. Busko, P.E. Title Associate, Senior Civil Engineer Date of Execution"* November 8, 2005 * Identify the proposal, quotation, request for price adjustment, or othei submission involved, giving the appropriate identifying number (e.g., RFP No.). ** 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 140-089 EF Exhibit M4 RaOsed 6105