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08-073.00 CH2M Hill: Appleway Ave ReconstructionIndex of Exhibits Co nsu Itant/Add ress/Telephone Local Agency CH2M HILL Standard Consultant 9 S Washington Street Agreement Suite 400 Spokane, WA 99201 -3709 ® Architectural /Engineering Agreement ❑ Personal Services Agreement Exhibit "E" - Consultant Fee Determination Agreement Number Project Title And Work Description 08 -019 Appleway Avenue Reconstruction Project been redacted pursuant to RCW 82.32.330. Construction Administration Support Federal Aid Number STPUL - 3842(002) redacted or withheld documents pursuant to Spokane Valley Agreement Type (Choose one) ❑ Lump Sum Exhibit — Alleged Consultant Design Error Procedures Lump Sum Amount $ Exhibit "K7— Consultant Claim Procedures DBE Participation ❑ Cost Plus Fixed Fee Overhead Progress Payment Rate % ❑ Yes ® No % Federal ID Number or Social Security Number Overhead Cost Method REDACTED ❑ Actual Cost Do you require a 1099 for IRS? Completion Date ❑ Actual Cost Not To Exceed % ❑ Yes ® No December 31, 2008 ❑ Fixed Rate % Fixed Fee $ Total Amount Authorized $ 15,200.00 ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate Management Reserve Fund $ 1,520.00 ❑ Provisional Hourly Rate Maximum Amount Payable $ 16,720.00 ® Cost Per Unit of Work Index of Exhibits Exhibit "A" - Scope of Work Exhibit "B" - DBE Participation Exhibit "C" - Electronic Exchange of Engineering and Other Data Exhibit "D" - Payment (by Agreement Type) Exhibit "E" - Consultant Fee Determination [has his document contains confidential tax information and Exhibit "F" - Breakdown of Overhead Cost been redacted pursuant to RCW 82.32.330. Exhibit "G" - Subcontract Work/Fee Determination 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 "r' — Payment Upon Termination of Agreement "T' Municipal Code (SVMC) 2.75.080; and obtain judicial review Exhibit — Alleged Consultant Design Error Procedures Exhibit "K7— Consultant Claim Procedures pursuant to RCW 42.56.550. Exhibit "I:'— Liability Insurance Increase Exhibit "NT'— Certification Documents THIS AGREEMENT, made and entered into this day of between the Local Agency of City of Spokane Valley , Wash' on, here after called the "AGENCY', and the above organization hereinafter called the "CONSULTANT". DOT Form 140 -089 EF Revised 6/05 Page 1 of 8 C08 -73 NNTTNESSETH THAT: R'HEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSUL "CANT represents that h&she is in compliance with the Washington State Stanites relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work wider 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 AGRE.EiN ENT. 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 meetuigs with agencies, groups, and /or individuals shall be coordinated through die AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiruig CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by die AGENCY, which will outline in written and graphical farm the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in die 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. lfD/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on L"xliibit "B" attached hereto and by this reference made a part of this AGREEMENT. if the Prime CONSULTANT is a DBE firm they must comply with die Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT' S Highway and Local Programs Project Development Engineer in consultation with die AGENCY. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGEN=CY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered «nder this AGREEtNIE \'T as'provided ui Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based an the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non - salary costs and fixed fee costs for the sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREENI NT 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 AGREE�N ENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the, CONSULTANT'S employees or other persons while so engaged on any of the work or services provided m be rendered herein, shall be t'hc sale ob l igati on and responsib ility of the CONSULTANT, The CONSULTANT shall not engage, on a full.- or part-time basis, or ocher bas[s, during the period of the contract, any professional oT technical porsonnel who are, or have been, at any rime duruig t]ie period of thy: contract, by the employ ofthe U nited States D apartment of Transportation, or the STATE, or th e AGENCY, except regularly reti red employees, without written consent pfthe public employer of such person. Vill Nondiscrimination During the performance of this contract, the CONSULTANT, for itself its assignees, and successors in hiterest agrees to comp ly with the fol]owiT, laws and regularions: Titlo V 1 of the Civil Rights Act of 196 4 (42 US Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Ast of 1973 (23 USC Chapter 3 Section 324) Rehab iLitation Act of 1973 (29 US Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 US Chapter 76 Section 6101 et seq.) CIA Riglits Restoration Act of 1987 (Public Law 100 -259) American with Disabili[ics Ac[ of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR. Part 21 23 CFR Part 204 RCW 49.60.180 In relation to Title VJ of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of E hibit "Il" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit ` fr' in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives i.SSUOd pur5u9nu thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGFEEMLNT at any time upon tern (10) days written notice to the CONTSLILTAXT. Jn the event this AGREEMENT is rerminated by the AGENCY othcr than for default on the part oftihe CONS ULTANT, a final payment shall be mado to the CON SULTAINT as shown in Exhibit "1" for the type of AGREEMENT used. No payment shall be made for any work completed af[er ten (10) days following receipt by the CONSULTANT of the Notice to Ternninate. Tfthe accumulated payment made to the CON' SULTr T prior to N7otace ofTsrmination 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 shal l immedi ate ly reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY far defauItonthe part of the CCNTSULTANT, the above formula for payment shall not apply. Page 4 0,'8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a tyre which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall paymient 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 CONISULTANT 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 assiened to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of die principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work tinder the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CON7SULTANT, 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 CONSULTANrT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. forbearance of any rights tinder the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the llircctor of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREI?MENT; 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 concerting claims will be conducted under the procedures found in Exhibit "K ". XII Venue, Applicable Law, and Personal Jurisdiction hi the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employoes 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 CON'SULTAN'TS negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 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 construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one trillion dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit 'Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at anytime. All insurance shall be obtained from an insurance cotnpany authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fotu-teen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall* be limited to the amount payable under this AGREEMENT or one million (S 1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no case shall the CONSULTANT'S professional liability to third parties be limited in anyway. Page 6of8 The A ENCY will pay na progress payments tinder Section V until the CONSULTANT has fully complied with this section. This remedy is no[ excIUsn'e; and the AGENCY and the STATE may take such other action as is available to it under other proVisions ofthig AGREEMENT, or orherwise in law_ IV Uxtra Work A. The AGENCY may ar a" time, by written order, make changes within the general scope ❑fthc ACREBN ENT in the services to be perbrmed. P. 1f any such change causes an increase or decrease [n the estnnated cost of or the time requ [red for, performance of any part of the v ork under this AGREFaWNT, whether or not changed by the order, or otherwise affk-ts any other terms and conditions of the ACREFAN ENT, the AOENCY shall make an equitable adjustment in the ( I ) maximum amount payable; (2) delivery nr completion scliedu le, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C, The CONSULTANT must submit any "request for equitab le adj usimenff, hereafter referred to as "CLAiff°', under this clause within thirry (3 0) days from the data of receipt of the writren order. However, if the AGEA'CY decides that the facts justify it, the AGENCY may receive and act upon a CL&W s ubm itred before fin al payment of the AGREEMENT, D. Ed lure to agree to any adjustment shall be a dispute tinder the.D4putes clause. However, nothing in this clause shall excuse the COINS U LTA T froin proceeding with the AGREEMENT as changed. B. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable fo-r tliis AGREBWRTT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. V Entiorsoment of Plans If app licable, the COINSULTARIT shall place their endorsement on all plans, estimates, or any other engineering data furnished by thorn, VI Federal and State Review The'f ederal I-Iighway Administration and the Washington State Department of Transportation shall lia}re the right ro participate in tho review or examination of the work in progress, 7(1!11 Certification of the Consultant and the Agency Attachsd hereto as Exhibit"M- I (a and b)" are die Certi5cations of the CONSULTANT and the AGELNICY, Exhibit" -2„ Cerd.fication Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit ` 1 -3" Certification Regarding the Restriction s of the Use of Federal Funds for Lobb�bg and Exhib it "M-4'1 Certificate of Current Cost or Pricing Data. Exhibit "M-3 " is required only in AGREEMENTS over 5100,000 and Exhibit "M-4:' is required only in AG- RM\1.NTS over $500,000. ]VIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. o agent, or representative ofelther party has riuthority to make, and the parties shall not he bawtd by or be liable for, any statement, representation, promise ❑r agreem (ot not set forth herein No changes, arnendmeTrK or modifications of the terms h ereof sh al l be valid unless reduced to writing and sided by the parties as an amendm ant to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simul laneonsly 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 do-.s hereby accept the ACREEMENT and agrees to all of the terms and conditions thereof Page 7 d 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. By By Consultant IWC- AgE DOT Form 140.088 EF Page 8 of 8 Revised 6105 ATTACHMENT A SCOPE OF SERVICES FOR CONSTRUCTION ADMINISTRATION APPLEWAY AVENUE RECONSTRUCTION FA PROJECT NO. STPUL - 3842(002) Scope This scope describes CH2M H1LL's level of involvement with respect to the construction administration activities on the Appleway Avenue Reconstruction project. The City of Spokane Valley (the 'City') will have primary responsibility for the administration of the contract, including construction observation, reporting, and communications with the Contractor. . CF 12M HILL will provide support services for change order review, interpretation of plan intent, preparation of clarification drawings, and other support services requested by the City. It is not anticipated that CH2M HILL will be required to participate in construction meetings on an ongoing and regular basis. CH2M HILL shall not be responsible for the construction contractor's health and safety. The City has made an initial allocation of hours to CH2M HILL to accomplish these tasks, as follows: Senior Engineer- 80 hrs Design Technician-20 hrs Administrative Assistant -20 hrs It shall be CH2M HILL's responsibility to notify the City of the status of the remaining hours on a monthly basis. The funding of additional hours to CH2M HILL shall be at the sole discretion of the City. In the event that the allocated hours are spent before the project is concluded and the City opts to allocate no additional hours to CH2M HILL, CH2M HILL shall stop work on the project and deliver all required documents to the City in an as -is condition. Compensation Labor CH2M HILL will invoice the city on an hourly basis for services performed. See Attachment B for the hourly rates that will apply to this project. Based on the initial allocation of hours (see above), the base contract funding for this scope of services shall be $15,200.00. Expenses Travel will be charged at the current Federal mileage rate. Expenses for communications, reprographics, or supplies will be billed on a direct basis, with no additional markup. CH2M HILL shall request written authorization of any expenses (other than mileage) from the City, prior to incurring the expense. PAGE i APPLEWAY AVENUE RECONSTRUCTIM 12/27107 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Attachment B / 2008 Hourly 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit E -1 / Consultant Fee Determination — Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies 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 performanc -e of this AGREENIE -KC, the CONSULTANT, for itself, its assignees, and succes3ors in interest agrees as follows; Compliance with R.egu ladons; The CONSULTANT shall oom ply with the Regulations relative to non - discrimination in federally assisted programs of the AGENC Y, Title 49, Code of Federal .Regulations, Part 2 1, as they may be amended from time to time (hereinafter referred to as the "RU ULATIORsS'% which arc b ere in incorporated by reference and made a part of this AGIRFUMENT. 2. Non - discrimination; The CONSULTAS19T, with regard to the work performed during the ACTREE MNM 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 RE ULA'IIONS, including employment practices when. the AGREE ENT covers a program set forth in Appendix B of the REGULATTOINS, Solicitations for Sub - consultants, including Procurement of NIL- LteriaL and lquipment; fn all solicitations either by competitive, bidding or negotiations made by the CO SULTANT for work to be perfonmed under a sub- contract, including procurement of raterials or leases ofequipment, each potential sub - consultant or supplier Shall be notified by ehe CONST_ILTAN f ofthc CONSULTArn'T° obligations under this AGREEMENT and the REGULATIONS relative to non- discrimination on the grouads of race, color, sex, or nation a] origin. 4_ Information and Deports; The CONSULTANT SULTANT shall provide all information and reports required by the RRGOLA.T><ONk or directives issued p11 rs4kant Thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be deteriminned by AGENCY, STATE or the Federal Highway Administration (FTBVA) to be pertinent to ascertain compliance with such 1 GULA.TIONNS, orders and ijistructions. Wherw any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CUNISULTANT 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 CONSULTANVS non - compliance with the non - discrimination provisions of this AC RECMENT, the AC�Es,'kO shall impose such A REEl1El*1T sanctions as it, the STATE or the FHWA may determine to be appropriate, inaludijig, but not limited to= Withholding of payments to the CONSULTANT wider the AGREEMENT until the CON STJLTMOT complies, and/or; Cancellation. termination, or suspension of the AG ELMM T, in wholu or in part ppT Farm 140.089 EF Exhit , w Rewr5ed 6105 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is 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 CONISULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding clai n {s) on a consultant agreement. The following proced4ues should only be utilized on consultant clairns greater Shan 51,000, Ifthe consultant's claims) are a total of 1,000 or less, it would not b 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 cla.im(s) that total $1,000 or less. This exhibit will outl ine the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1. — Cnnsultant Files a Claim with the Agency Project Manager ff the consultant detenuines that they were requusted to perform additional services that were outside of the agreement's scope of. work, they may be entitled to a claim. The fug t step that must be completed is thu request for consideration of the claim to the Agency's project manager. Tbe consultant's claim must outline the fallowing; • Summation of hours by classification for each firm tbat 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 casts, profit and reimbursable costs associated with. the additional work; and • Explanation as to %vhy the consultant believes the additional work was outside oftbe agreement scope of work. Step 2 — Revicw 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. A¢ ne,y'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 detennine if the Agency agrees with the claim. If the FH A is participating ui the project's funding, fbn and a copy of the consultant's claim and the Agency's recannnendation for federal participation in the claim to the W DOT Highways and Local Programs through the R4on Local Programs Engineer. If the cIaJIM is Dot eligible far federal participation, payment will need to be from agency funds. .Cfi the Agency projuat manager, Director of Public Works or Agency Engineer, WSDOT PLO. %vays and Local Programs (if applicable), and FRVVA (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 clairn. 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 far the agreement is subject to audit. No furtber action in needed regarding the ciaini procedures, COT Form 140 -069 EF E40blt K Revised OMS If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of uifonnation supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firth that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 —Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and PHWA 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 Clain 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. Local Agency I hereby certify that I am A� O61G72 and duly authorized representative of the firm of CH2M HILL iN C. whose address is %^(A5t4 i tillcT0nt 5Y e firm I here represent has: and that neither I nor the above (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 AGREENL)✓ \�T; 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. C/I /a? Date DOT Form 540489 EF ExAb!M -i(a) Revised W05 signature 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): 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 AGRErV1:ENT involving participation of Federal -aid highway funds, and is subject to applicable State and federal laws, both criminal and civil. D Date DOT Farm 140.089 EF E)Mibit PA -1(b) Revised 6105 Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1)(B). of this certification; and D. Have not within a three (3) year period preceding this application /proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): CH2M HILL /r-'C. (Date) DOT Form 140 -089 EF E01bit M -2 Revised 6100 Signa resident or Authorized Official of Consultant 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 will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer 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. 2. If any finds 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 $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed 5100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firth): CW2M HILL (Date) DOT Form 140 -089 EF Exhibit PA-3 Revised 6/05 C ignature) President or Authorized Official of Consultant MQR W- CERTIFICATE OF:IN$URANCE ` _ _f y• ~ :r SEA-001060359-02 PRODUCER THIS CERTUX:ATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH USA INC. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED W THE 1225 17TH STREET, SUITE 2100 POLICY. 11418 CERTU7CATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE DENVER, CO 60202-5534 AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY 1114 - 00124 -SG 124 -08/09 SPK A ZURICH AMERICAN INSURANCE COMPANY INSURED COMPANY CH2M HILL, INC. B AMERICAN ZURICH INSURANCE CO. 9 SOUTH WASHINGTON, SUITE 400 OOMPANY SPOKANE, WA 99201 -3719 C COMPANY D COVERAGES ri ... _ _ Tt!iB Certificate super5eties and:Eeplaces any prevlotisty Issued ceRif(catg tOr the nolzcy period THIS IS TO CERTIFY THAT POLICIES OF NSURANCfi. DESCRIBED HEREIN IUIVE BEEN 1SSUE:D TO THE INSURED NtWED HEREIN FOR THE POLICY PEFOOD INDICATED, NOT1VITHSTANDING ANY F.EOUIREME.VT, TEFJA OR CON DMON OF ANY CONTrRACT OR OTHER DOCUMENT VM'H RESPECT TO WHICH THE CERTMCATE MAY ENE ISSUED OR MAY PERTARK THE I•ISUR:ANCE AFFORDED BY THE POLICIES DESCRIBED IICEREIN IS SUTIJECT TO ALL TTG TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES- AGGREGATE LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS, CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(M3IIDDIYY) POLICY EXPIRATION DATE(MMNDIYY) LIMn S CENERAL LIABILITY GENERAL AGGREGATE $ 5,000,000 A X COWERCIAL GENERAL LIASMIZY GLO3784726 -04 05/01/08 05/01109 PRODUCTS - COMwOPAGO $ 5,000,000 CLAIMS MADE a OOCUR PERSONAE, d ACV INJURY S 1,600,000 EACH OCCURRENCE S 1.500.000 OWNER'S A CONTRACTOR'S PROT X non gig FIRE DAMAGE one Ere S 1,500,000 _j� NEDEXP jAny ore .trzori S AUTOMOBILE LIABILITY - - - COMBINED SINGLE LIMIT S 2.000,000 A X ANY A= SAP8378516 -13 05101/06 05/01/09 S ALL OVOMD AUTOS EDGILY INJURY SCHEDULED AUTOS (Per pew) 130DILY INJURY S HIRED AUTOS NON -OVRtEO AUTOS (Per ecd&nQ PROPERTY 0M4AGE S GAR AGE LIABILITY AUTO ONMY -EA ACCIDENT $ OTHER THAN AUTO ORLY; ANY AUTO EACH AC TDE S - - AGGREGATE S EXCESS UASIUTY EACH OCCURRENCE $ AGGREGATE $ LWSRELIA FORM S OTHER THAN U.303r1ELLA FO FLU WORXERS COMPENSATION AND V EMPLOYERS'LIASIUTY TORYUrMITS EA _ EL EACH ACCIOENr S � 1,000,000 B WC8378666.14 05/01/08 05/01109 THE PROPRIETOR! INCL STOPGAP LIABILITY EL DISEASE- PGUCYUMrT S 1,000,000 PAATNr,RS.%XS,CUTP/S OFFICERS ARE- EXCL ONLY EL ONSEASE -EACH EMPLOfYEGl S 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES /SPECIAL ITEMS RE: CITY OF SPOKANE VALLEY- APPLEWAY. PAIL -DOUG BUSKO CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR TO THE AUTOMOBILE LIABILITY AND AS PER THE BLANKET ENDORSEMENT TO THE GENERAL LIABILITY POLICY. CERTIFICATE HOLDER CANCELLATION SHOULD A" OF TYE POLICIES DES CAVED HEREIN OE CA.YCELLED IIEFORE THE EXPIRATION DATE THMOP. Th_ INSURER .AFFORCJIO COVCPA08 WILL VOCA/CR TO MAIL _30 DAYS WIUfYEN N011C3 TO THE CITY OF SPOKANE VALLEY, WASHINGTON ATTN. DAVE MERCIER CER7.1RCATE HCLDEA aAAEED N°REW, 6UT FALURI TO NAIL 63)CH NOTICE WULL RAPOSE NO ODLOATICrI OR 11707 EAST SPRAGUE AVENUE, SUITE 105 LLAMMTY OF ANY KWO UPON THE INSURER AFFORDING COVERAGE, IT$ ACEHTS OR REPRES- VTATATS, CA TM SPOKANE VALLEY, WA 99206 ISSUER OF TM CERTIFICATQ AUTHORIZED REFRE!lr:TATIYa Marsh USA Inc. BY: Sharon A. Hammer f. ^{ MM1(3/02)� �f VALID AS OF:04125108 j CERTIFICATE NUMBER MARS CERTIFICATE OF' INSURANCE .11tt d $EA -0O 0SM60 -02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFCRS MARSH USA, INC. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 1225 17TH STREET, SUITE 2100 POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE DENVER, CO 80202 -5$34 AFFOROEO BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMAANY 5114 - 00006 -PLlMM -08109 SPK A ZURICH AMERICAN INSURANCE COMPANY INSURED CO- tiNPANY CH2M HILL, INC. B 9 SOUTH WASHINGTON, SUITE 400 COMPANY SPOKANE, WA 99201 -3719 C COMPANY D COVERAGES ' Thy carti_fitate supersedes End. replaces, sriypre �ously is'SUed eeNficate for (fie poticy peri od noied,pelotiv. 2 THIS IS TO CERTNFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAAr=O HEREIN FOR T1c POLICY PERI00 INDICATED. NOTIVITHST.ANDINO ANY REOUIREMEM, TERU OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTT}N RESPECT TO WHICH THE CERTIIC.ATE MAY PZ ISSUED OR MAY PERTAIN, THE INSURANCE AFFOFMED BY THE POLICIES DESCRIBED HEREIN IS SUAIECT TO ALL THE TERMS, OONDITIONS AND FXCI,IISIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMIDOlYT) OATE(MMMDIYT) GENERAL LIABILITY OEr<ERALAr,GRf_(?A7E S PRODUCTS - COUMP AGO S COMMERCIAL OENERAL UAEXIiY F� _ S CLAIMS MADE OCCUR PERSONAL 8 ADV PUURY EACH OCCURRENCE $ OWNER -S 8 CONTRACTOR'S PROT FIRE DAMAGE (Ay one We) S MtD EXP ( p" S AUTOMOBILE ULBIUTY CON .BRt`D SWGLE UM_ R $ ANY AUTO BODILY 64AIRY $ ALL OWKED AUTOS SCHEDULED AUTOS (Per pe—) BODILY eAJURY $ HIRED AUTOS NON•OVrA D AUTOS Near accjdcl't) PROPERTY DMIAGI! $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN AUTO ONLY: .. ANY AUTO EAl N pct T S AGORMATE S EXCESS LIABILITY EACH OCCURRENCE S AGGREGATE S UMBRELLA FORM $ OTHER TIM UMBRELLA FORM WORKERS COMPENSATION AND I T1 EMPLOYERG'UAEVUTY TORY LIMITS EL EACH ACCIDENT S THEPROPRCETOW INCL ELOLSEASE- POLICYLDAIT S PARTNERS EXECUTIVE HEXCL EL DISEASE -EACH E),IPLOYEE S OFFICERS ARE: A PROFESSIONAL LIABILITY' EOC3829621 -06 05/01/09 05101/09 EACH CLAIM AND TOTAL $1,000,000 FOR ALL CLAIMS DESCRIPTION OF O PERATIONSALOCATIONSNEiHCLE84 PECIAL n F-MS RE: CITY OF SPOKANE VALLEY- APPLEWAV. PM-000G BUSKO 'FOR PROFESSIONAL LIABILITY COVERAGE, THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF THE INSURED. THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE. CERTIFICATE HOLDER _ •CANCELLATION 5HOULO ANY OF THE POLICIES DESCPNED HE11=4 DE CANCEiLE� eEF06LE THE ExPIAAT+C.r OAtB iHEACOa. TIME INSURER AFTORDVO COVERAGE WILL MEAVOR TO ARIL 3 DAYS WRITTEN NTOTTCE t0 THE CITY OF SPOKANE VALLEY, WASHINGTON ATTN: DAVE MERCIER CEPTIRCATE HOLDER NAMED HEREIN, OUT rAIIJUAe TO AUUL SUCH NOTICE SHALL IMPOSE NO ODUGATON OR 11707 EAST SPRAGUE AVENUE, SUITE 106 UASIUXY OF ANY KIND UPON TN° U .UAOI APPOADIND OO V-FL GEi, RS ANNENTB CO. REPRESEXTATIvC3. OH mC SPOKANE VALLEY, WA Moe ISSUE40fTHISMATIRCATE 7ommat0 AaPR2$&NTATIY E Unruh USA InC6 BY: Sharon A. Hernmer t _ fAMt(3102) VALID AS OF 04251^08 !�