08-016.00 CH2M Hill: Capital Projects Const Mgmt & Inspection Svcs� Washingtootate
VI/ Department of Transportation
The Local Agency of City of Spokane Valley; WA
desires to supplement the agreement entered into with CI-12M HILL, Inc.
and executed on 12122/2005 and identified as Agreement No. 05 -008
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
Section 1, SCOPE OF WORK, is hereby changed to read:
The ccope of Work remains the sarne.
11
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for
completion of the work to read: tilt-, City is exercising the n al option for one xrar to 12/"31/2008
III
Section V, PAYMENT, shall be amended as follows:
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces
below and return to ice=for final action.
By.
�- By: 1�av' Mercier
D CCU ��..✓ T`
Consultant Signature
DOT Form 140 -063 FF
Revised 912005
Approving Authority Signature
Date
C08 -16
4M.U.' L2. 7006 4— M CIT'f SPOKANE VALLEY
� VVashing State
JI/ Department of Transportation
O1170 P. i
Supplemental Agreement
The Local Agency of City of Spokane Valley, WA
desires to supplement the agreement entered into with CH2M HIU, Inc.
and executed on 12f22/2005 and identified as Agreement No. 05-008
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
Section 1, SCOPE OF WORK, is hereby changed to read:
II
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for
completion of the work to read: The contract time is not chan=d bX this,RigWiemental A ent.
Ill
Section V, PAYMENT, shall be amended as follows:
The Overhead Prog=% Payment Rate Shown nn pagr, I of thg pgWnal ga=ent is chan=d to 159 21
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces
below and return to this office for final action.
By:
By:
i01
Signature Approving Authority Signature
CONC CE
la- ZZ -a6
DOT F:,rm 14"83 EF Keith Martin, P.E. Data
Revised WOOS WSDOT ER Local Program Engineer
Organization and
Number 1
9 South Washington, Suite 400
Spokane, WA 9920T -3709
Original Agreement Number
05 -008
Phone: 509.747.2000
Project Number
Execution Date
Completion Date
12/22/2005
7/31/2007
Project Title
New Maximum Amount Payable
Prof Coast. Management and Inspection Services
$ 400,000.00
Description of Work
The work includes on -call professional management and/or inspection services, including materials testing services,
design surveying, and construction surveying for public works projects.
The Local Agency of City of Spokane Valley, WA
desires to supplement the agreement entered into with CH2M HIU, Inc.
and executed on 12f22/2005 and identified as Agreement No. 05-008
All provisions in the basic agreement remain in effect except as expressly modified by this supplement.
The changes to the agreement are described as follows:
Section 1, SCOPE OF WORK, is hereby changed to read:
II
Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for
completion of the work to read: The contract time is not chan=d bX this,RigWiemental A ent.
Ill
Section V, PAYMENT, shall be amended as follows:
The Overhead Prog=% Payment Rate Shown nn pagr, I of thg pgWnal ga=ent is chan=d to 159 21
as set forth in the attached Exhibit A, and by this reference made a part of this supplement.
If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces
below and return to this office for final action.
By:
By:
i01
Signature Approving Authority Signature
CONC CE
la- ZZ -a6
DOT F:,rm 14"83 EF Keith Martin, P.E. Data
Revised WOOS WSDOT ER Local Program Engineer
Index of Exhibits
Exhibit "X'- 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.
- Wujkffi,- You may petition for a review of our findings pertaining to any
Exhibit "H" —Title VI Assurances redacted or withheld documents pursuant to Spokane Valley
Exhibit "I" — Payment Upon Termination of Agreement
Municipal Code (SVMC) 2.75.080; and obtain judicial review
Exhibit "K'— Consultant Claim Procedures pursuant to RCW 42.56.550.
Exhibit "M" — Certification Documents
THIS AGREEMENT, made and entered into this
between the Local Agency of
City of Spokane Valley
and the above organization hereinafter called the "CONSULTANT ".
DOT Form 140 -089 EF Page 1 of 8
Revised 6105
day of ��, o;-Oo•�, ,
, Washington, hereinafter called the "AGENCY"
Consultant/Address/Telephone
L.00al Agency
CH2M HILL, Inc.
Standard Consultant
9 South Washington
Agreement
Suite 400
Spokane, WA 99210 -3709
(509) 747 -2000
® Architectural /Engineering Agreement
❑ Personal Services Agreement
Agreement Number
Project Title And Work Description
05 -008
Professional Construction Management and
Inspection Services. The work includes on -call
Federal Aid Number
professional management and/or inspection services,
including materials testing services, design
surveying, and construction surveying for public
Agreement Type (Choose one)
❑ Lump Sum
works projects.
Lump Sum Amount $
DBE Participation
❑ Cost Pius Fixed Fee
Overhead Progress Payment RqRED/ Mb
[:]Yes ® No %
Federal ID Number or Social Security Number
REDACTED
Overhead Cost Method
❑Actual Cost
Do you require a 1099 for IRS?
Completion Date
❑ Actual Cost Not To Exceed %
❑ Yes ® No
July 31, 2007
❑ Fixed Rate
Fixed Fee $Je -12r "heel 6y %as.�l rder
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 "X'- 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.
- Wujkffi,- You may petition for a review of our findings pertaining to any
Exhibit "H" —Title VI Assurances redacted or withheld documents pursuant to Spokane Valley
Exhibit "I" — Payment Upon Termination of Agreement
Municipal Code (SVMC) 2.75.080; and obtain judicial review
Exhibit "K'— Consultant Claim Procedures pursuant to RCW 42.56.550.
Exhibit "M" — Certification Documents
THIS AGREEMENT, made and entered into this
between the Local Agency of
City of Spokane Valley
and the above organization hereinafter called the "CONSULTANT ".
DOT Form 140 -089 EF Page 1 of 8
Revised 6105
day of ��, o;-Oo•�, ,
, Washington, hereinafter called the "AGENCY"
IV Time for Beginning and Completion
71, e, CON 'ITI.Tn T shall not begin any wort{ under Lhe tenns of this AGRI Z-M ANT.untiI authDrized in ).'iiti n8 by the
AGENCY_
All work updcr Lhis AGREEMENT shall bo completed by the date sbown io the heading of [his AGREEM -ENT under
co}rLpletion date.
The estabiittivd completion tuna sba)I not be extended because of auy 662Lys attributable to the CON SUL'1: NIt, but
inay be extended by the AGENCY in the eventofa delay attributable to the AGENCY, or because ofunavoidable
delays caused by a.n act of GOD or goverar=tal aciioa S, or other ounditions beyond the control of the CONSULTAAP`l~_
A prior suppleuleatal P-greerneat issued by the AGENCY is recEuirwd to extend the asiabhsbvd rumplctiyn 6m; m�-- _
V payment Provisions
ThY CONS0L AVT shall be paid by the AGENC'Y'far completed work and services rendered under this
AGREEMENT as provided in Exhibit `ID" atLacbed hcieto, and by rufereiice mad❑ part of this AG EMT5NT_ Such
payment shall be fuli compensation for wok perfonnod or services rcndrzed and for al l labor, materials, sugpti es,
cctuipment, and iucidentals necessary to complete tb-e work_ The C:ONSULTAhT shall conform to all applicable
portions of 48 CFR Fart 31.
A post audit may be perform ❑d OIL this AGR8 EM NT. The need for a post audit will be determined by the State
Auditor, WSDOT ExLumal Audit Office andlor at the request of the AGF C:Y'S PROJECT Manager_
V1 Stab - Contracting
Tbc ADEN CY periruts sub - contracts for tbosc items of work as shown in Exhibit "G" attached hereto and by this
refvrenct made part of this AGRBEIMiwNT
Gornpensadou for tats sub - consultant work shall be based. oa the cost factors shown on Exhibit -G "
Thu work of the sub- constiltaDt shall not exceed its maximum amount payabit; nntess a prior written apprrnval has been
issued by the ADEN( Y_
A.11 veiiabumable direct labor, overhead, direct non - salary costs and fixed fee Masts for the stab- consultant shall be
substantiated in the szrnr. manner as outlined in Section V. Ali sub =euatracts shall contain all applicable provisions of
this ACGREB ENT_
With respect to sub - consultant payintnt, tbPe CONSULTAN T shall comply with all applicable sections of the PA -ornpt
Payment Paws as act Iortl3 131 RCW 39.04.250 and R.CrW 39.75.011,
The CONSULTANT shall not sub- cont =acL for the perforniansu cFany work under tuts AGRE Wtr"1' without prior
written perruission of the AGE C:Y, Nu permission for .sub- ❑nutracling shall create,betwcen the AGENCY aind
sub- contratmr, -any contract or any othu relationship. A DBF ccrtilficd sub- consu[rant is required to perform a
rni L, nkim amount of their sub - contracted agru.ment that is estabiished by thr WSDOT Highways and Local I'rogeama
Project Development Engineer in r.onsultation with the AGENCY,
VII Employment
Tbc CONSULTANT warrants that 6 y have not employed or retained any company or person, other a bona fide
employee working solely for the CONSULTANT, to soliuit or secure this contract, and that it has nor paid or agre ed to
pay auy company or person., other than a bona fide employee working solely for the CO any tee,
commission, trercentage, hrokerage fee, giP, or any other consideration, contiFla UnL upon or resahLqg from the awed ar
mzking of this t ontracx_ For breach or violation of this warkant the A GENC: Y shall have the right to wimil. this
ACEtEIEMENT without liability or, in its discretion, to deduct hum the AGREElvfE-N',YT price or consideration Or
otherwise recover the IL-11 amount of such fce, co=iission, peLceritagc, brokerage fee, giff, or continent fee.
Any and all employees of the CON SULTANT or other persons while engaged iD the performance of any work or
services required of the CON SiJL'fA T wider this ACREEf%kE HT, shall be considered ernployer-s c the
CONSULTANT ULTANT oaty rand not of the AGENCY, and any and all ctaiius that may ari5u under any Workmen's
Compensation Act on b6a!fofsaid employees orot,4er persons whilY so emgagcd, and any and all clahns inadeby a
page 3 of B
l.n such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual
costs incurred by the CONSULTANT in performing the cNarl; to the date of termnation, 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
wore; 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 tune 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 CONSULTAN'T'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 fisted 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 YROJEC f, or dissolution of the partnership, termination of the corporation, or disaffiliation of the
principally involved employe, the surviving, members of the CONSULTANT hereby agree to complete the work under
the terms of this AGREa,(ENT, if requested to do so by the AGENCY. This subsection shall not be a bar to
renegotiation of the AGRIME ENT between the surviving members of the CONSULTANT and the AGENCY, if the
AGENCY so chooses.
in the event of the death of any of the parties listed in the previous paragrapb, should the surviving members of the
CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREE1v1ENT, 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 CONSUL'T'ANT for any breach of this AGREahENT by the CONSULTANT, or for
failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the
AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or
omission by the CONSULTANT.
X Changes of Work
The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary
to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof.
Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts
thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work. shall
be considered as Extra Work and will be paid for as herein provided under Section XTV.
XI Disputes
Any dispute concerning questions of frtet 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 `V.
Xii Venue, Applicable Law, and Personal Jurisdiction
In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation
under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the
State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions
shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal
from such decisions of tine 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
The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this
seCtion. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it
under other provisions of this AGREEMENT, or otherwise in law.
XIV Extra Work . .1
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
AGREEMMENT accordingly.
C. The CONSULTANT must submit any "requcst for equitable adjustment ", hereafter referred to as "CL &IM ", 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 CLAB4 submitted bef :ore 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.
F. Notwithstanding the terms and conditions of paragraphs (A) and (13) above, the maximum amount payable for this
AGREEIviENT, shall not be increased or considered to be increased except by specific written supplement to this
AGREEMENT.
XV Endorsement of Plans
If applicable, the CO\SULTANT shall place their endorsement on all plans, estimates, or any other engineering data
furnished by them.
XVI Federal and State Review
The Federal Highway Administration and the Washington State Department of Transportation shall have the right to
participate in the review or examination of the work in progress.
XVII Certification of the Consultant and the Agency
Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit
"M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered
Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and
Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibii "M -3" is required only in AGREEMENTS over
$100,000 and Exhibit "M-4" is required only in AGR:EEMEWI'S 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 shalt 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 AGREENILWl' 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
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
Construction Management and Constriction 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
CrFY 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. Eacb 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 CONSULTKNIT, and the
CI1"Y'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. 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 Constriction 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
Exhibit A Project #05 -008 Page 1
• .
materials doeiunentation 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 WSDO'I' Constniction Manual,
i\441 -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.
0 Process Force Account payments.
o Act as assistant inspector under the direction of the Chief Inspector.
Provide survey party members if necessary for construction projects.
o Provide basic assistance in ticket taking, survey crew work, materials testing.
• Assist is preparation of project documentation.
• Other related work, as needed by the CITY.
A.3. Project iyManagement
Project management services are performed by personnel who normally remain in the
CONSULTANT's offices. Services may include but not be limited to_
® Invoicing
o Progress reports
Work scheduling
o Subconsultant management
o 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. Prenrium Overtime azid 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 sliall 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.
Exhibit A Project #05 -008 Page 3
• •
Exhibit D -2
Payment (Cost Plus a Fixed Fee)
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered tinder this
AGRl, EM.ENT 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 t:he 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
COI,TSULTANT'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 AGREEMENT. The
CONSULTANT shall maintain support data to verify the direct galaxy 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:
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
AGREEMENT.
b. Actual Cost: if this method is indicated in the heading of the AGREEMENT the
AGENCY agrees t:o 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 six (6) months after the end of each friar'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.
17 OT Form 140.089 Er- Exhibit 0-2
Revised 6105
0 0
Maximum Total Amount Payable: The 'Maximum Total Amount Payable by the
AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the
amount shown in the headin4 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 sloes not include payment for Extra Work
as stipulated in Section XTV, "Extra Work." No minimum amount payable is
guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for
reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis dwing the
progress of the work. Such billings shall be in a format approved by the AGENCY and
accompanied by the monthly progress reports required under Section III, "General Requirements"
of this AGREEM- TNI>;'. 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 camed
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
AGREEIMENT. 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
way 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 CONSULTAi \T
will refund such overpayment to the AGENCY within thirty (30) clays of notice of the
overpayment. Such refund shall not constitute a waiver by the CONSULT ANT 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.
U. 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
AGR>✓EN ENT 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 / 2003 SFR Overhead Rate Calculation" 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 NvAb the Regulations relative to
non- discrirriination in federally assisted programs of the AGENCY, Title 49, Code of federal Regulations,
Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "),
which are herein incorporated by reference and made a part of this AGREEMENT.
2.. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT,
shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of
sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall
not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATI.GNIS, Including, employment practices when the AGREEMENT covers a program set forth in
Appendix R of tiic 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 REGULATIONS relative to non - discrimination on the grounds of race, color, sex,
or national origin.
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 deterniined by AGENCY, STATE or the
Federal Highway Administration (FN4VA) 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 FIfWA as appropriate, and shall set forth what efforts it has
made to obtain the information.
Sanctions for Non- compliance: In the event of the CONSULTANT'S non - compliance with the
non - discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT
sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to:
Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT
complies, and/or;
Cancellation, termination, or suspension of the AGREEMENT, in whole or in part
DOT Form 140 -089 EF F_,Ji it hi
RvAscd 61(15
0
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
r�
U
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 its 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 - 'reject. Iii 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
ACiREEME•NT 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 ACTREENFENIT.
DOT Form 14M89 F.F Exhibit I
Revised 6105
Exhibit K
Consultant Claim Procedures
The purpose of dais exhibit is to describe a procedure regarding claim's) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of
S 1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director
of Public Works or Agency :Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total
51,000 or less.
This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim
by the consultant.
Step 1 — Consultant Files a Claim with the Agency Project Manager
If the consultant determines that they were requested to perforce additional services that were outside of
the agreement's scope of work, they may be entitled to a claim. The first step that inust be completed is
the request for consideration of the claim to the Agency's project manager.
The consultant's claim must outline the following:
Summation of hours by classification for each firm that is included in the claim;
• Any correspondence that directed the consultant to perform the additional work;
Timeframe of the additional work that was outside of the project scope;
Summary of direct labor'dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
• Explanation as to why the consultant believes the additional work was outside of the
agreement scope of work.
Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation
After the consultant has completed step 1, the next step in the process is to forward the request to the
Agency's project manager. The project manager will review the consultant's claim and.will diet with the
Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
F14WA 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 `ri'SDOT I- Tigb:ways and Local
Programs through the Region Local .Prog5ams .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 `Yorks or Agency Engineer, WSDOT Highways and
Local Programs (if applicable), and l~`HWA (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.
OOT Form 140 -088 EF Exhibit K
Revised 6/05
Exhibit M -1(a)
Certification Of Consultant
is
Project No. 05 -005
Local Agency 1221
I hereby certify that I am [i A'" e S 15 C o rr e // and duly authorized
representative of the firm of CH2M HILL, Inc_ whose address is
9 South Washington, Suite 400, Spokane, WA 99201 -3709 and that neither I nor the above
firra I }sere 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 AGREaIENT;
(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 AGRI:1 -3 6N 'I'; 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 CONISULTANT) 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 participation of Federal -aid highway funds, and is
subject to applicable State and Federal laws, both criminal an
0, 05-
Date
DOT Form 140.069 EF Exhibit M-1 (1)
Revised 6105
•
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 'Vallcy ,
Washington, and that the consulting firm or its representative bas not been required, directly or indirectly as an
express or implied condition in connection with obtaining or carrying out this AGREEM1 NT to:
(a) Employ or retain, or agree to employ to retain, any finn or person; or
(b) Pay, or agree to pay, to any fu-m, person, or organization, any fee, contribution, donation, or
consideration of any Idnd; 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 Trar.isportation, 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 Exhibit M-1 (b)
Rovisod 8105
Signature
•
Exhibit M -2
Certification Regarding Debarment, Suspension, and Other Responsibility
Matters- Primary Covered Transactions
1. 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 wider a public transaction; violation of federal or state antitrust statues or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, nxddng false
statements, or receiving stolen property;
C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(federal, state, or local) with commission of any of the offenses enumerated in paragraph (1)(13). 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): CH2NI FD .,L, Inc.
o5
(D
D07 Forth i40 -0B9 EF Fxhibit rA -2
Revised BIOS
�J
Exhibit -3
Certification Regarding The Restrictions
of The use of Federal Funds for Lobbying
The prospective participant cerdf]e.s, by si.gaing and submitting tlris bid or proposal, to the best of his or hur
kaovxledge and belief, that,
1. No federal appropriated fiEnds have been paid or will be paid, by or on behalf of the undersigned, to
any person for iufluenein9 or attempting to influeaice. an officer or employee Of any )<'uderal agfmcy,
a member of Congress, an off r.er or employ" of Congress. or ail ernpl Oyee of a member of
Congress in connection witb the awarding of any Federal contract, t17e making of any Faded] grani,
the making of any Federal loan, the entering into of any cooperative agreement, and the mansion,
continuation, renewal, a=Gndment, or modiftation of any'fcdcral contract, grant, loitn, or
cooperative agreement.
If any fonds other than Fedeml appropri ated funds have been paid or w2l be paid to anyF person for
influencing or attempting to infiuence an Officer or cmplefyee of any r ederal agl:ncy, a member of
Congress, an officer or einploytue of Congress, or an employee of a member of Congress in
connection with this Federal can "r-t, grant, loan, or cooperative agrcemunl; the undersigned shall
complete and submit Standard Foam -LLL, " ]disclosure Forni to Report Lobbyring," in accordance
-w10 its ins t uction5_
This certificaOox) is a material representation of fact upon which reliance was placed when this
traMactioa was made or catered into.. Submission of this curtification is a prerequisite for making
or entering into this transactioil imposed by Section 1352, Title 31, US, Cede_ Any person who
fails to rile the required ccrtificati on aball be subject W a civil penalty ofnot less than 510;000 and
not more than 5100,000 for each sur-b failure.
`fhe 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
M00,000 aiod that all sorb subrecipients sbtall certify and disclose aceord�jgly.
Consultant (Firm): CP12M PILL, Inc.
Ay �C>'
(Date) (Sigr# Lure) Pra3ident or Au thorized Official of Consul
[)p'f Form 140-on $F ExhM 613
Revised G105