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05-097.00 Century West Engineering: Capital Projects Const Mgmt & Inspection SvcsIndex of Exhibits Exhibit "A" - Scope of Work Exhibit "D" - Payment (by Agreement Type) This document contains confidential tax information and Exhibit "F" - Breakdown of Overhead Cost has been redacted pursuant to RCW 82.32.330. 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 x._.141;4 "j" A11P ri Cnnsuhant I z&ig EF;@r_PrnrPr iw gP a s Municipal Code (SVMC) 2.75.080• and obtain judicial review Exhibit "K" — Consultant Claim Procedures pursuant to RCW 42.56.550. P3E13ihit "'b" Exhibit "M" — Certification Documents THIS AGREEMENT, made and entered into this Zz-QR 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 , Washington, hereinafter called the "AGENCY", Consultant/Address/Telephone Local Agency Century West Engineering Corporation Standard Consultant 1825 N. Hutchinson Road Agreement g Second Floor Wa 99212 SpokaneValley, ® Architectural /Engineering Agreement ❑ Personal Services Agreement Agreement Number Project Title And Work Description 6)5--003 Construction Management and Inspection Federal Aid Number Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ DBE Participation ® Cost Plus Fixed Fee Overhead Progress Payment R -REDACT-D ❑Yes ® No %. Federal ID Number or SocciEpACTED Number Overhead Cost Method El Actual Cost Do you require a 1099 for IRS? Completion Date ❑ Actual Cost Not To Exceed % ❑ Yes ® No July 31, 2007 ® Fixed Rate REDACTED% Fixed Fee $ DETERffNED BY TASK oRDER Total Amount Authorized $ 400,000.00 ❑Specific Rates Of Pay ❑ Negotiated Hourly Rate Management Reserve Fund $ ❑ Provisional Hourly Rate Maximum Amount Payable $ 400,000.00 ❑ Cost Per Unit of Work Index of Exhibits Exhibit "A" - Scope of Work Exhibit "D" - Payment (by Agreement Type) This document contains confidential tax information and Exhibit "F" - Breakdown of Overhead Cost has been redacted pursuant to RCW 82.32.330. 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 x._.141;4 "j" A11P ri Cnnsuhant I z&ig EF;@r_PrnrPr iw gP a s Municipal Code (SVMC) 2.75.080• and obtain judicial review Exhibit "K" — Consultant Claim Procedures pursuant to RCW 42.56.550. P3E13ihit "'b" Exhibit "M" — Certification Documents THIS AGREEMENT, made and entered into this Zz-QR 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 , Washington, hereinafter called the "AGENCY", WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required cornniitment 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 TI- WREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agreee 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, Commtinity, 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 nunimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical fonn 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 SUi3CONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR. Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT_ If DM/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 Grin they must comply with the Commercial Useful Function (CUFF) 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, nnist meet the requirements as outlined in Exhibit "C." All designs, drawutgs, specifications, documents, and other work products, including all electronic tiles, prepared by the CONSULTANT prior to completion or tetniination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terns of this AGREEMENT until authorized in %writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion tone. V Payment Provisions The CONSUL'T'ANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by die 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 slioav in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub- consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub- contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE, certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSUL'17AN IT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3of8 third parry as a consequence of any ai ._%A omission on the part of the CONSULTANT''— .:.',)loyees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part -time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age. Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq_) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In tine event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be pa u imall be determined by the AGENCY with corn; �ifion 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 term.utation, whether that work is in a form or a type which is usable to the AGENCY at the time of ternunation, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. , if it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In time 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 under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be. considered as Extra Work and will be paid for as herein provided tinder Section X1V. 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 tinder 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 parry deenms it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided 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 defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RC*W 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 %-,-rives 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 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 constriction contractor's failure to perform its work in accordance with the contract documents- The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State insurance Commissioner pursuant to Title 48 RCW. insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Convnercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar (51,000,000) combined single limit. Excepting the Worker's Compensation insurance and any Professional Liability insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGMEEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any tune. 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 AGENICY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one trillion (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 AGENCY will pay no progress h y Tents under Section V until the CONSULTAP!,-__'`s 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. 13. If any such change causes an increase or decrease in the estimated cost of, or the. time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment', hereafter referred to as "CLAIM ", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans if applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"M4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M -4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hey, , "have executed this AGREEMENT as of I. gay and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. By By Consultant Century West Engineering Corporation Agency City of Spokane Valley DOT Form 140.080 EF P Revised BM5 age 8 of 8 Exhibit A Scope of Work On Call Construction Management and Construction Inspection Services A. General Scope of Work , The work under this AGREEMENT shall consist of performing services related to On -Call Constriction Management and Construction Inspection Services as herein defined and necessary to accomplish individual tasks ( "task order ") issued by the CiTY. The CONSULTANT shall furnish all services and labor necessary to accomplish these tasks, and shall provide all materials, supplies, equipment, and incidentals, except as designated elsewhere in the AGREEMENT, necessary to prepare and deliver to the CITY the construction management and /or construction inspection services and/or other related deliverable item(s) requested by the CITY. it is noted that CiTY construction may occur during daylight hours, nighttime hours, or weekend hours, or any combination thereof, and schedules for personnel will be discussed on a task order by task order basis. Each Task Order will be individually negotiated with the CONSULTANT. Each Task Order will be considered a separate contract, identifying the maximum amount authorized, start date and end date, and scope of work specific to the task. The terms of the Task Order cannot be modified without written approval from the CITY and CONSULTANT. Any work performed outside of the terms and conditions of the Task Order will not be considered for reimbursement. The CiTY is not obligated to assign any specific number of tasks to the CONSULTANT, and the CiTY'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in «rating. The CITY may require the CONSULTANT to perform all work on a project, or provide individuals to supplement existing CITY teams. Task orders may include, but are not limited to: A.1 Construction Management Services Construction management services are performed by licensed engineers who administer a project office covering one or more transportation construction projects. Services may include but are not limited to: • Supervise, offer supervisory support and manage engineers. and engineering technicians responsible for administering multi - million dollar transportation construction projects. • Per the WSDOT Standard Specifications for Road, Bridge, and Municipal, Construction, Section 1 -05.1, Authority of the Engineer, the CONSULTANT, as appropriate, shall assume the authority of the engineer as outlined and as referred to in any task order documents and in conformance with the WSDOT Construction Manual M41 -01, Section 1 -2.2, Administration, Project Engineer's Relationship and Responsibilities. • Manage and administer construction contract changes in accordance with CITY policies and procedures. • Apply policies, procedures, guidelines, standards and regulations, including environmental regulations. • Provide innovative leadership and management for traffic control, personnel resource management and budget constraints. • Develop work load projections, and organize staffing for multiple shifts and changing Exhibit A Y -9250 Page 1 workloads. • Manage the construction budgets and recommend monthly payments to the contractor's). • Monitor construction schedule using computer based scheduling program(s). • Communicate with internal and external customers, CITY management, property owners, and stakeholders, as defined in the specific task orders. • Monitor the contractor's compliance with the plans and specifications, and organize and plan the work of CONSULTANT personnel as needed to anticipate and avoid problems. • Acquire all project documents from the contractor and other sources for all projects. Maintain organized project records of all documents such that documentation requirements as outlined in the WSDOT Construction Manual M41 -01 are met for the project, including any federal documentation requirements for federally funded projects. • Monitor contractor operations such that the CONSULTANT and CITY personnel and the traveling public are protected. CONSULTANT is not responsible for site safety or Contractor's safety program. • Provide direction on issues that arise. • Other related services as requested by the CITY. A.2 Construction Inspection Services Construction inspection services are performed by personnel who assist in various ways in administering one or more transportation construction projects. Services may include but are not limited to: Chief Inspectors • Field assistance for the Project Engineer, supervising all phases of inspection on various types of highway construction projects. • Assist with field design modifications and clarify contractor questions on construction projects. • Review pay estimates. • Assist in monitoring construction schedules. • Full supervision of CONSULTANT staff as appropriate. • Respond to questions from property owners and the public. • Monitor contractor operations such that the CONSULTANT and CITY personnel and the traveling public are protected. CONSULTANT is not responsible for site safety or Contractor's safety program. • Train subordinates in all phases of project inspection Office En ,ineer Prepares Change Orders and cost estimates. Supervises office staff. • Supervises contract documentation requirements. • Supervises contractor payment processing. Materials Engineer • Ensure material used in construction projects meets construction requirements by processing contractor's requests for approval, analyzing field test data, and resolving materials documentation deficiencies at the end of construction. • Supervise staff performing materials testing and documentation. Other Assisting Staff • Perform tests on materials used for construction per the WSDOT Construction Manual, M41- Exhibit A Y -9250 Page 2 01. Must be qualified to perform these tests. • Prepare calculations and notes for monthly payments, or assist in such work. • Prepare cost estimates, or assists in such work. • Prepare all documents necessary for contract change orders. • Process Force Account payments. • Act as assistant inspector under the direction of the Chief Inspector. • Provide survey party members if necessary for construction projects. • Provide basic assistance in ticket taking, survey crew work, materials testing. • Assist in preparation of project documentation. • Other related work, as needed by the CITY. A.3. Project Management Project management services are performed by personnel who normally remain in the CONSULTANT's offices. Services may include but not be limited to: • Invoicing • Progress reports • Work scheduling • Subconsultant management • Project paper management and documentation • Other related work, as needed by the CITY. Payment for this aspect of work will be limited to 10% of the total amount authorized in writing unless otherwise negotiated. B. Premium Overtime and Other Non - Standard Schedules If the CITY deems it in its interest for the CONSULTANT to perform work on a premium overtime, shift premium, or other non - standard basis, it may authorize such action in the applicable Formal Task Order Documents, or in a subsequent authorization letter to the CONSULTANT. Premiums shall not be burdened with overhead and fee, and shall be shown separately on the invoices. C. Meeting Notice Requirements The CONSULTANT shall attend various project related meetings as discussed in Section Ill and as requested by the CITY. A minimum of four (4) hours advance notice of such meetings shall be required to be given to the CONSULTANT by the CITY. If the meeting is prior to development of a task order document, the CITY will follow up with a task order document within 24 hours. D. Not used F. Materials Tester Qualification Process The materials tester qualifications process includes the following: • When requested by the City, provide training records and documentation indicating the Exhibit A Y -9250 Page 3 J CONSULTANT staff member's level of proficiency in the applicable materials test procedures requested by the CITY. The individual must also be ul possession of a certificate of training and safe use of nuclear moisture/density gauges, and possess a valid thereto luminescent dosimeter. The CONSULTANT shall be responsible for training their staff in the various materials testing procedures. The CITY will qualify the CONSULTANT staff as follows: • The CITY, when they request materials testing as part of the CONSULTANT services for a project, will review the certification of training for the individual proposed by the CONSULTANT as a materials tester. • The materials testing personnel shall be certified by an accepted accredited organization (A2LA, WABO, National Institute of Technology, ACI, AASHTO R18 -04, or as approved by CITY). • If it is found that the CONSULTANT staff member is performing test procedures incorrectly or is misusing equipment, the CONSULTANT will be informed.of the situation, and the staff member shall not continue to work on the task order. Exhibit A Y -9250 Page 4 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 wort: performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section 11, "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. I . 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 AGREEMENT. The CONSUi,.TANT shall maintain support data 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 paymentshall be based on the method shown in the heading of the AGREEMENT. The two options are explained as follows: 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 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 accumulated 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 AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub - consultants) -will submit to the AGENCY within sir (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 540 -089 EF Exhibit D -2 Revised 8,00 Failure to sul Nay this information by either the prime CO ;_4 LTANT 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 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 AGENCY'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 31.205 -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 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, subiect to the provisions of Section IX entitled "Termination of Agreement." Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the 'Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This 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." 6. Maximum T: .Amount Payable: The Maximum Total A: Payable by the AGENCY to the CONSULTANT under this AGREEMENi s'nall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. 13, 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 111, "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 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 &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 Nar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement. as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. in the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 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 F / Calculation of Overhead Rates" 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: Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub- consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS; including employment practices when the AGREEMENT covers a pro6qam set forth in Appendix :F3 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 performed under a sub- contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the R>GULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FMVA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non - compliance: In the event of the CONSULTANT'S non- compliance with the non - discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the vATE or the FHWA may determine to be appropriate, including, but not limited to: Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, andlor; Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 110.069 EF Exhibit H RWsed 6105 6. Incorporation of Provisions: The CONSULTANT shall include the provi«, of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or PI-IWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Pro-6ded, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit 1 Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the Fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140.089 EF Exhibit I Revised WDS l Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure retarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than 51,000. If the consultant's claim(s) are a total of 51,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total S 1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step i — Consultant Piles a Claim with the Agency Project Manager if the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframc of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreementt scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the PEIWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSiaOT Highways and Local Programs (if applicable), and FHHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140 -088 EF Exhibit K Revised W05 If the Agency does nwi agree with the consultant's claim, proceed fl/ __,.,fp 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work, • Explanation regarding those areas in which the Agency does /does not agree with. the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDQT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Exhibit M -1(a) Certification Of Consultant Project No. t) .5- n d 3 Local Agency I hereby certify that I am _-_-� D , P;:, j._ and duly authorized representative of the firm of Century West Engineering Corporation whose address is 1825 N. Hutchinson Rd., Second Floor, Spokane Valley, WA 99212 and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out. this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for; or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); 1 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. (� pate - gnaluie DOT Doren 140-069 EF Exhi66 W1 (a) Revised 6006 Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of • City of Spokane Valley Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Date DOT Form 140.089 EF &Piblt M -1(b) Revised 8105 L Signature Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions T. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract. under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civitly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (I)(B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 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): Century West Engineering Corporation (0310) DOT Form 140 -08'3 EF Exhibit h4.2 Revised 6J05 sgnature) President or Authorized Official of C.,,suttlnt 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 proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or «611 be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or 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. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than 510,000 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 5100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): Century West En6rineering Corporation (Date) DOT Forth 140.068 EF Exhibit M-3 Revised 8105