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12-010.00 Transpo Group: Pines Rd ITS
>. A c cu v C oa a) _ o c c co Local Agency Consultant/Address/Telephone E a o The Transpo Group ,o M a "' .c— Standard Consultant ° 11720 118th Ave NE X e4 c CD Agreement Suite 600 _ M � ni � M o Kirkland,WA 98034 f4 CO N co ®Architectural/Engineering Agreement a u 0 0 o ❑ Personal Services Agreement 4 '8 4' 00 425-821-3665 y= ° o c o Agreement Number a a, E N o Project Title And Work Description 11-036 c 1- v -U°o v Ln Federal Aid Number CIP#0061,Pines Rd ITS Improvements e a �o CM-0027(012) o v o Agreement Type(Choose one) Provide ITS design services. Right of way c 0 3 - acquisition and construction management sery L u U 0 Lump Sum may be added as funding allows. v c fl- ° o Lump Sum Amount $ -°a 9 E v ,2- 2 n3 ® Cost Plus Fixed Fee s o = F- .c o a, Overhead Progress Payment Rate % '-) ` 2 Overhead Cost Method DBE Participation ❑Actual Cost ❑Yes ® No a/o Federal ID Number or Social Security Number ❑Actual Cost Not To ExcenEDACTED/a REDACTED ® Fixed Overhead Rate nC - % Do you require a 1099 for IRS? Completion Date Fixed Fee $ REDACTED 0 Yes ®No December 31,2012 ❑ Specific Rates Of Pay Total Amount Authorized$ 181,603.00 ❑ Negotiated Hourly Rate Management Reserve Fund$ 18,160.00 ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Maximum Amount Payable$ 199,763.00 Index of Exhibits (Check all that apply): ®Exhibit A-1 Scope of Work ®Exhibit G-2 Fee-Sub Specific Rates ❑Exhibit A-2 Task Order Agreement Z Exhibit G-3 Sub Overhead Cost ❑Exhibit B-1 DBE Utilization Certification ®Exhibit H Title VI Assurances ®Exhibit C Electronic Exchange of Data ®Exhibit I Payment Upon Termination of Agreement ❑Exhibit D-1 Payment-Lump Sum ®Exhibit J Alleged Consultant Design Error Procedures ®Exhibit D-2 Payment-Cost Plus ®Exhibit K Consultant Claim Procedures ❑Exhibit D-3 Payment-Hourly Rate ❑Exhibit L Liability Insurance Increase ❑Exhibit D-4 Payment-Provisional ®Exhibit M-la Consultant Certification ®Exhibit E-1 Fee-Lump/Fixed/Unit ®Exhibit M-lb Agency Official Certification ❑Exhibit E-2 Fee-Specific Rates ®Exhibit M-2 Certification-Primary Z Exhibit F Overhead Cost ®Exhibit M-3 Lobbying Certification ®Exhibit G Subcontracted Work ❑Exhibit M-4 Pricing Data Certification ®Exhibit G-1 Subconsultant Fee ❑App.31.910 Supplemental Signature Page g-e-la44.4A4p. 9 THIS AGREEMENT,made and entered into this / day of 2012 , between the Local Agency of Spokane Valley ,Washington,hereinafter called the"AGENCY", and the above organization hereinafter called the"CONSULTANT". DOT Form 140-089 EF Page 1 of 8 Revised 3/2008 1 l�-DID l WITNESSETH THAT: WHEREAS,the AGENCY desires to accomplish the above referenced project,and WHEREAS,the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS,the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration,if applicable,and has signified a willingness to furnish Consulting services to the AGENCY, NOW 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 under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT.The CONSULTANT shall furnish all services,labor,and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies,groups,or individuals shall receive advance approval by the AGENCY.Necessary contacts and meetings with agencies,groups,and/or individuals shall be coordinated through the AGENCY.The CONSULTANT shall attend coordination,progress and presentation meetings with the AGENCY and/or such Federal,State,Community,City or County officials,groups or individuals as may be requested by the AGENCY.The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation.The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report,in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT,and each SUBCONSULTANT,shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract.The CONSULTANT,and each SUBCONSULTANT,shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts.Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises(DBE),if required,per 49 CFR Part 26,or participation of Minority Business Enterprises(MBE),and Women Business Enterprises(WBE),shall be shown on the heading of this AGREEMENT.If D/M/WBE firms are utilized,the amounts authorized to each firm and their certification number will be shown on Exhibit`B"attached hereto and by this reference made a part of this AGREEMENT.If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function(CUF)regulation outlined in the AGENCY'S"DBE Program Participation Plan".The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports,PS&E materials,and other data furnished to the CONSULTANT by the AGENCY shall be returned.All electronic files,prepared by the CONSULTANT,must meet the requirements as outlined in Exhibit"C." All designs,drawings,specifications,documents,and other work products,including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY.Reuse by the AGENCY or by others,acting through or on behalf of the AGENCY of any such instruments of service,not occurring as a part of this PROJECT,shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the 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 under this AGREEMENT as provided in Exhibit"D"attached hereto,and by reference made part of this AGREEMENT.Such payment shall be full compensation for work performed or services rendered and for all labor,materials,supplies, equipment,and incidentals necessary to complete the work.The CONSULTANT shall conform to all applicable portions of 48 C FR 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 on the cost factors shown on Exhibit"G." The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor,overhead,direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V.All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment,the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY.No permission for sub-contracting shall create,between the AGENCY and sub- contractor,any contract or any other relationship.A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person,other than a bona fide employee working solely for the CONSULTANT,to solicit or secure this contract,and that it has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the CONSULTANT,any fee, commission,percentage,brokerage fee,gift,or any other consideration,contingent upon or resulting from the award or making of this contract.For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or,in its discretion,to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee,commission,percentage,brokerage fee,gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT,shall be considered employees of the 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 to be rendered herein,shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage,on a full-or part-time basis,or other basis,during the period of the contract,any professional or technical personnel who are,or have been,at any time during the period of the contract,in the employ of the United States Department of Transportation,or the STATE,or the AGENCY,except regularly retired employees,without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract,the CONSULTANT,for itself,its assignees,and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et.seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"H" attached hereto and by this reference made part of this AGREEMENT,and shall include the attached Exhibit"H"in every sub-contract,including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten(10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT,a final payment shall be made to the CONSULTANT as shown in Exhibit"I"for the type of AGREEMENT used. No payment shall be made for any work completed after ten(10)days following receipt by the CONSULTANT of the Notice to Terminate.If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event,the amount to be 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 type which is usable to the AGENCY at the time of termination,the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so,and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY.In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member,partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT,or dissolution of the partnership,termination of the corporation,or disaffiliation of the principally involved employee,the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT,if requested to do so by the AGENCY.This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY,if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph,should the surviving members of the CONSULTANT,with the AGENCY'S concurrence,desire to terminate this AGREEMENT,payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT,or for failure of the CONSULTANT to perform work required of it by the AGENCY.Forbearance of any rights 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 XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided, however,that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to de novo judicial review.If the parties to this AGREEMENT mutually agree,disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J",and disputes concerning claims will be conducted under the procedures found in Exhibit"K". XII Venue,Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT,the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington,situated in the county in which the AGENCY is located.The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington.The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington,situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal,State,and local laws and ordinances applicable to the work to be done under this AGREEMENT.This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims,demands,or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT;provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims,demands or suits based solely upon the conduct of the AGENCY or the STATE,their agents,officers and employees;and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT'S agents or employees,and(b)the AGENCY or the STATE,their agents,officers and employees,this indemnity provision with respect to(1)claims or suits based upon such negligence(2)the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws,including 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 million 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 any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14)days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty(30)days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million($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 any way. Page 6 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 A.The AGENCY may at any time,by written order,make changes within the general scope of the AGREEMENT in the services to be performed. B.If any such change causes an increase or decrease in the estimated cost of,or the time required for,performance of any part of the work under this AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and conditions of the AGREEMENT,the AGENCY shall make an equitable adjustment in the(1)maximum amount payable;(2)delivery or completion schedule,or both;and(3)other affected terms and shall modify the AGREEMENT accordingly. C.The CONSULTANT must submit any"request for equitable adjustment",hereafter referred to as"CLAIM",under this clause within thirty(30)days from the date of receipt of the written order.However,if the AGENCY decides that the facts justify it,the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the Disputes clause.However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs(A)and(B)above,the maximum amount payable for this AGREEMENT,shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans,estimates,or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit"M-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit"M -2"Certification Regarding Debarment,Suspension and Other Responsibility Matters-Primary Covered Transactions, Exhibit"M-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"M-4" Certificate of Current Cost or Pricing Data.Exhibit"M-3"is required only in AGREEMENTS over$100,000 and Exhibit"M-4"is required only in AGREEMENTS over$500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants,stipulations,and provisions agreed upon by the parties.No agent,or representative of either party has authority to make,and the parties shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein.No changes,amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect.The CONSULTANT does hereby ratify and adopt all statements,representations, warranties,covenants,and agreements contained in the proposal,and the supporting material submitted by the CONSULTANT,and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties 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 I A A' / l By ..---k/(41-19./.4--4-0-01-4--- Consultant 'Thy ' l� w() Qv, Agency f?-!/?y DOT Form 140-089 EF Revised 3/2008 Page 8 of 8 Exhibit A—Scope of Services, Fee & Schedule Client Name: City of Spokane Valley Project Name: N Pines Road ITS Improvements Exhibit Dated: December 19, 2011 TG: Scope of Services: N Pines Road ITS Improvements Introduction The proposed scope of work detailed below is based on discussions with the City. This scope of work consists of preparing Plans, Specification, and Estimate(PS&E)documents for the ITS and signal system components along N Pines Road (SR 27)in compliance with the ITS Strategic plan. The corridor and limits of the project are detailed in the scope of work below. Scope of Work The following presents Transpo's (consultant)general work program for ITS PS&E design. The proposed work scope includes the following four primary work elements: • Task 1 —Project Assessment o 1.1 —Corridor Assessment and Design Plan Review o 1.2—Utility Coordination o 1.3—Environmental NEPA/SEPA Forms o 1.4—Right-of-Way Acquisition Analysis • Task 2— ITS Equipment Recommendation • Task 3—N Pines Rd/E Mission Ave Intersection Analysis • Task 4—Pines Corridor ITS Design o 4.1 —Data collection and base map development o 4.2—50% Engineering Design o 4.3—90% Engineering Design o 4.4—Final Plans, Specifications, and Estimate(PS&E) o 4.5—Structural Analysis of CCTV Mounting o 4.6—Bidding Services • Task 5—Project Administration Extra Services(currently not included in this scope of work) may include Surveying, Geotechnical engineering, and Construction Support Services. Project Limits: From E Sprague Ave to E Trent Ave (SR 290)along the corridor of N Pines Road(SR 27). Schedule We propose a project schedule of nine months to complete the above work from the time of receiving the Notice to Proceed (NTP). This includes all meetings and review times. Review times are estimated at 2 weeks per review. Stakeholders meetings will be negotiated separately if needed. 09257.PR 1 12/19/2011 Task 1 - Project Assessment 1.1 - Corridor Assessment & Design Plan Review The purpose of this subtask is to conduct a detailed inventory of conduits and junction boxes for the purpose to identify potential conflicts on the corridor and the interconnect routes. This task will also assess the capacity of the existing conduit runs from the cabinet to the nearest junction box and connection locations. Additional meetings with key stakeholders will occur per the City's request. These meetings are not covered by this Scope of Work. Transpo will develop a standard check list(form)that will be used to inventory and evaluate each intersection control cabinet. This inventory will become the basis for documenting the condition of the equipment and the need to replace any of the existing equipment. A key component of the decision is the availability of Right-of-Way and utility conflicts. Transpo will identify potential Right-of-Way and easement needs. To be furnished by City: • Location of existing communications lines and existing conduits runs • Existing as-builts for signals within defined projects limits • Existing GIS base mapping Deliverable: • Summary memo of corridor evaluation • Corridor checklist and inventory 1.2— Utility Coordination Transpo will coordinate work with the utility companies to address any conflicts during the design. Typically, the utility companies will provide as-builts or mark locations in the field. Transpo will contact the utility locator(811-Number)to obtain plans and field locate markings. After the completion of the utility locates, Transpo will conduct field reviews at locations where new ITS devices are proposed (CCTV camera poles and ITS cabinets)to identify any potential conflicts with the existing utilities. Transpo will identify any conflicts with the proposed design and will propose alternatives to the City. This subtask does not include any utility relocation design or surveying. 1.3— Environmental NEPA/SEPA Forms Transpo will assist in providing any necessary ITS related information in order to complete NEPA/SEPA forms. Developing any Environmental documents or review of documents is not considered part of this scope of work. If full environmental review is needed, Transpo will obtain a sub-consultant and prepare an amendment to this scope of services. 1.4— Right-of-Way Acquisition Analysis Transpo will utilize GIS maps, provided by the City, to identify locations where there may be potential Right- of-Way(R/W)conflicts.Where possible, Transpo will make recommendations and propose alternatives to avoid any R/W acquisition. Transpo will submit to the City a memo including the findings of the RNV review on or before the 50% design submittal. Where obtaining RAN is necessary and after the City's approval, Transpo will work with a sub-consultant to perform the following tasks for up to four(4)sites: • RNV Investigation for partial take or construction easement • Boundary/Topographic design survey • Property boundary calculations • Field survey for Topography • Research for Deed Review • Topo Plan/Drafting • Research and obtaining up to four Title Reports 09257.P R 2 12/19/2011 • RNV plan preparation per LAG manual requirements o Survey line or centerline of the alignment o The old and new RNV limits with sufficient ties to the survey line to allow for legal descriptions of the areas to be acquired o Show all rights to be acquired, for example easements and permits o Show the ownership boundaries of the parcels with rights to be acquired o Show the parcel identification number o Show the area of the parcel to be acquired o Show the area of the remainder Deliverables: • Memo summarizing the findings of the R/W evaluation • Recommendations memo • A preliminary identification of new R/W limits shown on plan sheets • Estimated value for partial take or construction easement • R/W plans for release of R/W funds from WSDOT Upon completion of this subtask, if additional R/W is identified and agreed to by the City, Transpo will prepare an amendment to this scope of services for Right-of-Way acquisition. The scope of work may include coordination with property owners and assistance with acquisition of Right-of-Way and will be performed by a sub-consultant. Task 2 — ITS Equipment and Recommendation Purpose: Upon the completion of the Project Assessment, Transpo will use the inventory from Task 1 to develop a list of recommended ITS equipment and corridor improvements focusing on new fiber optic communications, CCTV cameras, and data collection stations. Transpo will lay out the concept of the design with alternatives for the City to review. The design concepts, building upon the general locations from the ITS Strategic Plan, will include detailed reviews of the communication network, data collection location and traffic monitoring cameras. Transpo will submit alternatives for the future fiber network infrastructure along the corridor(conventional trenching, micro-trenching, wireless connection or aerially). The submittal will include a comparison between the proposed alternatives. A meeting with the City will be conducted to finalize the ITS equipment and installation locations before design proceeds forward. This task will use the assessment of the existing conduit runs to determine additional needs for conduit connection to existing signal cabinets and infrastructure within the project limits. Transpo will perform a field investigation including line of sight requirements for CCTV and mounting height using a bucket truck at the proposed mounting site. Arrangements for the use of a bucket truck and driver plus any required traffic control will be provided by the City. Deliverables: • Corridor recommendation document including maps • Images or video clips at each of the proposed CCTV camera locations showing the line of sight Task 3 — N Pines Rd/E Mission Ave Intersection Analysis The signal at N Pines Rd/E Mission Ave intersection currently operates on a split-phase basis. The City of Spokane Valley would like to improve the signal operation at this intersection by reducing queue length and average delay. Transpo will evaluate the signal operations of the intersection for the existing and future conditions and recommend potential improvements as necessary. Scenarios that will be evaluated for the future condition will include, but may not be limited to: • Reconfiguring existing signal phasing and intersection geometry to remove split phase requirement • Adding southbound right-turn lane 09257.PR 3 12/19/2011 Upon completion of the analysis, Transpo will prepare a Traffic Operation Memo summarizing existing and future Level Of Service(LOS), average delays, queue length, and volume-to-capacity(v/c)ratio for AM and PM peak hours. The memo will include a comparison between the different scenarios, prepared as part of this analysis, by listing the advantages and the disadvantages of each potential improvement. Additionally, the memo will include recommendations for improvements. Transpo will obtain the AM and PM Synchro network from the City and calculate the existing AM and PM peak hour Level Of Service(LOS), average delays, queue length, and volume-to-capacity(v/c) ratio. Future AM and PM peak hour traffic volumes at this intersection will be estimated by applying an average annual growth rate as determined by the City. This task does not include preparation of plans and specifications. If the City selects a recommended alternative that requires plans, Transpo will prepare an amendment to this scope. To be furnished by City: • Existing Synchro network(AM/PM Peak Hour) • Existing traffic volumes • Assumptions for projecting future year volumes Deliverable: • Traffic Operation Memo summarizing existing and future Level Of Service(LOS), average delays, queue length, and volume-to-capacity(v/c) ratio for AM and PM peak hours as well as recommendations for improvements Task 4 - Pines Corridor ITS Design Purpose: Upon the completion of Task 2, a list of ITS equipment and locations along with conduit and fiber connectivity will be approved by the City. The design corridor improvements are to include new conduit route, new fiber optic communications, and CCTV camera installations. The project limits and proposed improvements are outlined below. Corridor Limits: From E Sprague Ave to E Trent Ave(SR 290)along the corridor of N Pines Rd (SR 27). The potential ITS improvements for this corridor include but are not limited to: A. Fiber Communication System for approximately 2.7 miles. Fiber infrastructure will be determined with the City after field investigation and using the City's ITS strategic plan. B. Trench conduit from along N Pines Rd between E Sprague Ave at the south and E Trent Ave(SR 290)at the north. It is assumed that existing conduit will be used at the 1-90 interchange. C. Two Signal Controllers will be connected to the communication and Ethernet Switches. Intersections from South to North include: 1. E Broadway Ave & N Pines Rd (SR 27) 2. E Trent Ave (SR 290)& N Pines Rd (SR 27) D. Up to three CCTV Camera locations will be recommended and connected by Ethernet and be compatible with the existing system. Locations and the number of CCTV cameras will be determined with the City after field investigation and using the City's ITS strategic plan. E. Up to two count stations to be installed between E Sprague Ave and E Trent Ave (SR 290). Locations and number of the count stations will be determined with the City after field investigation and using the City's ITS strategic plan. F. Identify connection point and location of fiber termination cabinets. The following subtasks are proposed: 09257.PR 4 12/19/2011 4.1 - Data Collection and Basemap Development Transpo will work with the City of Spokane Valley to assess the conduit along the project corridor with the detailed inventory. Transpo will incorporate base map information available from the City—including both intersection/road projects and utility projects where spare conduits have been installed. Transpo staff will then walk the corridor with City staff to verify the location of the junction boxes accessing the spare conduit, if any. The base map will identify information required for the contractor to successfully locate the proposed improvements. This may include the location of existing right of way, roadside features(including curbs, sidewalks, planters strips, trees,junction boxes, etc.), and major traffic signal equipment. Existing as-builts and project data provided by the City will be used. Underground utilities will only be located in areas where construction work is anticipated to be required along the corridor, based on preliminary engineering. Deliverable: • Roll plot of base map—hard copy. 4.2 - 50% Engineering Design This subtask will focus on the development of a preliminary(50%)engineering design for the ITS elements described earlier. The base maps prepared in the previous task will be used to prepare the preliminary engineering drawings for the proposed ITS system project. The preliminary(50%)engineering drawings will show general location of existing and proposed equipment with construction notes and preliminary layout of restoration items such as roadway, sidewalk and landscaping. No wiring details and/or schedules will be prepared at this stage. 50% plans will be submitted for review and comment by the City. The cost estimate will be prepared and show list of bid items, unit costs, and quantities. If the City decides to implement improvements resulting from Task 3, the ITS design will account for these changes; however, signal design and roadway improvements such as channelization are not included in this scope of work. Deliverables: • Preliminary(50%)engineering ITS plan drawings • Engineer's 50%opinion of cost. • Five copies of the plans, 11x17 size in pdf format. To be furnished by the City: • Coordination, review, and summary of Agency reviews to meet schedule 4.3 - 90% Engineering Design This subtask will develop 90%design documents including plans, specifications, and estimate for the ITS elements detailed in the 50%engineering design task above. The City comments from the 50% engineering design review will be incorporated into the 90% design. The 90%design shall include: equipment plans layout, construction notes, restoration of roadway, sidewalk, and landscaping, erosion control, wiring details, fiber optic splice diagrams, details sheets, details of non-standard design features, specifications, and estimate. Plans, specifications and cost estimate will be submitted for the City's review. Deliverables: • 90%engineering ITS design plans, specifications, cost estimate, and bid item list. • Responses to City's 50% review comments • Five copies of the plans, 11x17 size in pdf format. 09257.PR 5 12/19/2011 To be furnished by the City: - Coordination, review, and summary of Agency reviews to meet schedule 4.4 - Final Plans, Specifications, and Estimate (PS8�E) This subtask will develop Ad-Ready final PS&E documents. City and WSDOT comments from the 90% engineering design submittal will be incorporated into the final PS&E documents. The final design shall include stamped and signed plan sheets for all the plans including but not limited to communication and equipment layout, construction notes, restoration of roadway, sidewalk, and landscaping, erosion control, wiring details, fiber optic splice diagrams, details sheets, specifications, and estimate. Special Provisions: Contract documents, required FHWA Division 1, amendments, Division 2-9, standard drawing details, wage rates. Deliverables: • One final set of PS&E documents. • One copy of drawings on CD or DVD in .pdf and Autocad format, and reproducible specifications and cost estimate. • Five copies of the plans in 11x17 size format. • Responses to city's 90% review comments. To be furnished by the City: • Coordination, review, and summary of Agency reviews to meet schedule 4.5 - Bidding Services Transpo will respond to bidder questions, prepare addenda as required, evaluate bids, prepare bid tabs and recommend award. Task 5 — Project Administration This task includes attendance and participation in project meetings, ongoing communication with the project team, monthly invoicing and progress report preparation and internal project management and oversight. Progress reports and invoices will inform the City regarding project budget status, work accomplished for the billing period, money spent for the billing period, and work to be completed for the next billing period. Any issues requiring the City's attention would also be raised. Quality Control. Transpo will follow our quality control (QC) process to ensure the plans have been independently reviewed prior to submittal. The process will include provisions for checking calculations, plans, specifications and design reports and ensure comments received from the City are incorporated in the plans as agreed upon. The main objective of this task is to ensure the project is completed on time and within budget based on the scope of work. • Track schedule adherence • Track budget expenditure • Prepare and submit progress reports and invoicing • Internal resource allocation for the project • Quality control and review Deliverable: • Up to Two (2)project meetings; monthly invoices and progress reports • One meeting for 90%comments resolution. 50%comment resolution will be via email 09257.P R 6 12/19/2011 Design Assumptions Included are additional design assumptions that supplement the other design assumptions listed in the scope of work above: • This project will have approved environmental review and does not need additional environmental support other than the submitted checklist. • The design intent is to stay within R/W to maintain both schedule and budget for this project. • Legal and physical access to site provided. • Design standard drawings used will be City of Spokane Valley. In absence of the City of Spokane Valley standards, Spokane County design standards will be used. In absence of Spokane County design standards,WSDOT standards will be used. • The intent of the basemapping is to show where physical improvements are located in the field so that the contractor can construct and estimate ITS design elements. It is understood that the basemapping is information from the city's GIS and As-Builts and not surveyed information. Therefore the accuracy of the information is only as good as the base files. • No corridor stationing is included as part of this work. Known monuments will be used for any installation of new structures. • North arrow shown on plan sheets will be shown pointed up or to the right. • Plans shall be in 11x17 size. Corridor plan sheets will have a scale of 1: 50'. Zoom in of intersections will be at a 1:20 scale. • It is assumed the installation of CCTV will be mounted on existing signal mast arms or signal luminaire arm. Where new poles are required the specifications will require the contractor to provide the structural design. No structural design is included in this scope. • It is assumed civil improvements such as sidewalk repair, landscaping, curb and gutter can be addressed using existing standard details. This scope of work does not include special details for these design elements. • Contract Schedule is based on a tight timeframe. Transpo will notify client of any potential delays in writing. Time delays from the client on receipt of information/assistance will affect this schedule. • No potholing is included in this scope of work. If additional work is amended to this scope at a later date requiring utility locates, the city will call to furnish required field locate services at locations specified by Transpo (general one-call locate service number: 1-800-424-5555) • City will coordinate with project stakeholders and confirm design review period and timeframe can be met for all reviewers. The design review may include but not limited to WSDOT, Spokane County, utilities, rail roads and transit agencies. • Added design submittals beyond those included within this scope will require an amended scope and fee. • The following signal controllers are not included in this scope: o E Sprague Ave& N Pines Rd(SR 27) o E Mission Ave& N Pines Rd (SR 27) o E Mansfield Ave & N Pines Rd (SR 27) 09257.PR 7 12/19/2011 Additional Services not currently in Scope • Preparation of signal design or channelization plans for N Pines Rd/E Mission Ave intersection • Coordination with the property owner(s)for RAN purchase • Structural analysis or design • Geotech analysis Construction Support Services Purpose: The construction support services are to help the city with the construction contractor as well as with the installation of equipment. Transpo offers a broad range of construction support services for the project. For this project we anticipate providing assistance in the following areas: 1. Contractor inquiries(request for information)after project award 2. Equipment and material review 3. Construction inspection 4. Change orders if any 5. System integration assistance 6. As-builts and system documentation 7. Review of OTDR test results The duration of the construction management services is expected to cover construction work to be performed in 2012 and 2013. The support services listed above will be estimated and submitted separately after review and agreement with the City of Spokane Valley is reached. Spokane Valley reserves the right to expand the Scope of Work for this project to include engineering services for construction inspection and/or construction management. 09257.PR 8 12/19/2011 Exhibit C Electronic Exchange of Engineering and Other Data In this Exhibit the agency,as applicable,is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency.The format and standards to be provided may include,but are not limited to,the following: I. Surveying,Roadway Design&Plans Preparation Section A. Survey Data B.Roadway Design Files C.Computer Aided Drafting Files D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency F. Specify What Agency Furnished Services and Information Is to Be Provided II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data A.Agency Software Suite B.Electronic Messaging System C.File Transfers Format DOT Form 140-089 EF Exhibit C Revised 6/05 Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor,materials,supplies,equipment,and incidentals necessary to complete the work specified in Section II,"Scope of Work."The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A. Actual Costs:Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee.The actual cost shall include direct salary cost, overhead,direct non-salary costs,and fixed fee. 1. Direct Salary Costs:The Direct Salary Cost is the direct salary paid to principals, professional,technical,and clerical personnel for 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 salary costs billed to the AGENCY. 2. Overhead Costs:Overhead Costs are those costs other than direct costs,which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books.Progress payments shall be made at the rate shown in the heading of this AGREEMENT under"Overhead Progress Payment Rate."Total overhead payment shall 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 to reimburse the CONSULTANT the actual overhead costs verified by audit,up to the Maximum Total Amount Payable,authorized under this AGREEMENT,when accumulated with all other Actual Costs. A summary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit"E"attached hereto and by this reference made part of this AGREEMENT.When an Actual Cost method is used,the CONSULTANT(prime and all sub-consultants)will submit to the AGENCY within six(6)months after the end of each firm's fiscal year,an overhead schedule in the format required by the AGENCY(cost category,dollar expenditures,etc.)for the purpose of adjusting the overhead rate for billing purposes.It shall be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. DOT Form 140-089 EF Exhibit D-2 Revised 6/08 Failure to supply this information by either the prime CONSULTANT or any of their sub- consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY, STATE and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual overhead rate,if they so desire. 3. Direct Non-Salary Costs:Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT.These charges may include,but are not limited to,the following items:travel,printing,long distance telephone,supplies,computer charges and sub- consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY.The CONSULTANT shall comply with the rules and regulations regarding travel costs(excluding air,train,and rental car costs)in accordance with the AGENCY'S Travel Rules and Procedures. However,air,train,and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205-46"Travel Cost b. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable wh the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office.Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee:The Fixed Fee,which represents the CONSULTANT'S profit,is shown in the heading of this AGREEMENT under Fixed Fee.This amount does not include any additional Fixed Fee,which could be authorized from the Management Reserve Fund.This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person- hours required to perform the stated Scope of Work.In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work,the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee.The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings.Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment,subject to the provisions of Section IX entitled"Termination of Agreement." 5. Management Reserve Fund:The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs,or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s)shall be in writing and shall not exceed the lesser of$100,000 or 10%of the Total Amount Authorized as shown in the heading of this AGREEMENT.The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT.This fund may not be replenished.Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV,"Extra Work."6. Maximum 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 heading of this AGREEMENT.The Maximum Total Amount Payable is comprised of the Total Amount Authorized,and the Management Reserve Fund.The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV,"Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments:The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III,"General Requirements" of this AGREEMENT.The billings will be supported by an itemized listing for each item including Direct Salary,Direct Non-Salary,and allowable Overhead Costs to which will be added the prorated Fixed Fee.To provide a means of verifying the billed salary costs for CONSULTANT employees,the AGENCY may conduct employee interviews.These interviews may consist of recording the names,titles,salary rates,and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT,contingent upon receipt of all PS&E,plans,maps,notes,reports, electronic data and other related documents which are required to be furnished under this AGREEMENT.Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment,which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of fmal audit,all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty(30)days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment.The CONSULTANT has twenty(20)days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. D. Inspection of Cost Records:The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY,STATE and the United States,for a period of three (3)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation,claim or audit arising out of,in connection with,or related to this contract is initiated before the expiration of the three(3)year period,the cost records and accounts shall be retained until such litigation,claim,or audit involving the records is completed. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit E-1 / Cost Estimate Worksheet" 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 two pages entitled "Exhibit F / Overhead Schedule" contain confidential cost and rate data and are withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Right of way aquisitioh analysis DOT Form 140-089 EF Exhibit G Revised 6/05 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The three pages entitled "Exhibit G-1 / Subconsultant Fee Determination — Summary Sheet" contain confidential cost and rate data and are withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit H Title VI Assurances During the performance of this AGREEMENT,the CONSULTANT,for itself,its assignees,and successors in interest agrees as follows: 1. Compliance with Regulations:The CONSULTANT shall comply with the Regulations relative to non- discrimination in 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 REGULATIONS,including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. 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. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto,and shall permit access to its books,records, accounts,other sources of information,and its facilities as may be determined by AGENCY,STATE or the Federal Highway Administration(FHWA)to be pertinent to ascertain compliance with such REGULATIONS,orders and instructions.Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information,the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate,and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT'S non-compliance with the non- discrimination P 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 Exhibit H Revised 6/05 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 CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. 1 Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT.In addition,the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made,shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition,the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. II DOT Form 140-089 EF Exhibit I Revised 6/05 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care.In addition,it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 —Potential Consultant Design Error(s)is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s).For federally funded projects,the Region Highways and Local Programs Engineer should be informed and involved in these procedures.(Note:The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project,to be responsible for the remaining steps in these procedures.) Step 2-Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s)and the magnitude of the alleged error(s),and with the Director of Public Works or Agency Engineer's concurrence,the project manager obtains more detailed documentation than is normally required on the project.Examples include:all decisions and descriptions of work;photographs,records of labor,materials and equipment. Step 3—Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further,the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s)and the magnitude of the alleged error(s).The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel(including sub-consultants) deemed appropriate for the alleged design error(s)issue. Step 4—Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s).If this is the case,then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s)occurred.If this is the case,then the Director of Public Works or Agency Engineer,or their representatives,negotiate a settlement with the consultant.The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place.The agency is to provide H&LP,through the Region DOT Form 140-089 EF Exhibit J Revised 6/05 Local Programs Engineer,a summary of the settlement for review and to make adjustments,if any,as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s).The consultant may request that the alleged design error(s)issue be forwarded to the Director of Public Works or Agency Engineer for review.If the Director of Public Works or Agency Engineer,after review with their legal counsel,is not able to reach mutual agreement with the consultant,proceed to Step 5. Step 5—Forward Documents to Highways and Local Programs For federally funded projects all available information,including costs,should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA.H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s),and attempt to find a resolution to the issue.If necessary,H&LP will request assistance from the Attorney General's Office for legal interpretation.H&LP will also identify how the alleged error(s)affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution.H&LP,in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K Consultant Claim Procedures The purpose of this 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$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$1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 —Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work,they may be entitled to a claim.The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • 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 met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim.If the FHWA is participating in the project's funding,forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer.If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager,Director of Public Works or Agency Engineer,WSDOT Highways and Local Programs(if applicable),and FHWA(if applicable)agree with the consultant's claim, send a request memo,including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved,the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim.Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. DOT Form 140-089 EF Exhibit K Revised 6/05 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 information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars,overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s);and • Recommendations to resolve the claim. Step 4—Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim,or portions thereof,which may include getting Agency Council or Commission approval(as appropriate to agency dispute resolution procedures).If the project involves federal participation,obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding fmal settlement of the claim.If the claim is not eligible for federal participation,payment will need to be from agency funds. Step 5—Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify(in writing)the consultant of their final decision regarding the consultant's claim(s).Include the final dollar amount of the accepted claim (s)and rationale utilized for the decision. Step 6—Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim.Inform the consultant that the final payment for the agreement is subject to audit. Ili Exhibit M-1(a) Certification Of Consultant Project No. CIP#0061 Local Agency I hereby certify that I am x755 0 c ?r•: "c ;p a and duly authorized representative of the firm of The Transpo Group whose address is 11720 118th Ave NE,Suite 600,Kirkland,WA 98034 and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration,any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure the AGREEMENT; (b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT;or (c) Paid,or agreed to pay,to any firm,organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee,contribution,donation,or consideration of any kind for,or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); 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. n.+U 24, 2.0 IL_ Q Date Signature DOT Form 140-089 EF Exhibit M-1(a) Revised 6/05 Exhibit M-1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Spokane Valley Washington,and that the consulting firm or its representative has not been required,directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain,or agree to employ to retain,any firm or person;or (b) Pay,or agree to pay,to any firm,person,or organization,any fee,contribution,donation,or consideration of any kind;except as hereby expressly stated(if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration,U.S.Department of Transportation,in connection with this AGREEMENT involving participation of Federal-aid highway funds,and is subject to applicable State and Federal laws,both criminal and civil. 2//1/1 2- Date Signature DOT Form 140-089 EF Exhibit M-1(b) Revised 6/05 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions 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(I) (B).of this certification;and D. Have not within a three(3)year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. 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): The Transpo Group Tvnvo iF� .I1, I.0 1Z. (Date) (Signature)President or uthorized Official of Consultant DOT Form 140-089 EF Exhibit M-2 Revised 6/05 r - � 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: 1.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 funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency,a member of Congress,an officer or employee of Congress,or an employee of a member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed$100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant(Firm): The Transpo Group JonVo•wA ati, 2O1Z A , O (Date) (Signature)Presiders or Authorized Official of Consultant DOT Form 140-089 EF Exhibit M-3 Revised 6/05 • ' . DATE (MM/DDIWYY) `� A�o° CERTIFICATE OF LIABILITY INSURANCE 01/09/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL'INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (360)598-3700 Fax: (360)598-3703 CONTACT MICHAEL J.HALL&COMPANY NAME: MICHAEL J.HALL&COMPANY PHONE FAX 360 ow,No,„): (360)5983700 mac,No): ( )598-3703 HALL&COMPANY E-MAIL 19660 10TH AVENUE N.E. ADDRESS: POULSBO WA 98370 INSURER(S) AFFORDING COVERAGE NAIC H INSURER A : Navigators Insurance Company 42307 INSURED INSURER B : The Travelers Indemnity Company of America 25666 The TrBnspo"Groilp'Inc 11730 118th Ave NE Suite 600 INSURER C : The Travelers Indemnity Company 25668 Kirkland WA 98034 • INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 176687 REVISION NUMBER:. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD'L SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) IMMIDD/YYYY) B GENERAL LIABILITY 6807C434184 01/01/13 01/01/14 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED $ 1,000 000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) CLAIMS-MADE X OCCUR MED.EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY X PRO- LOC $ JECT AUTOMOBILE LIABILITY BA7C434227 01/01/13 01/01/14 COMBINED SINGLE LIMIT 1,000,000 B (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED — AUTOS ■AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS ©NON-OWNED PROPERTY DAMAGE $ AUTOS (per accident) $ C X UMBRELLA LIAB X OCCUR CUP7C434461 01/01/13 01/01/14 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION 6807C434184 01/01/13 01/01/14 TORY LIMITS X ER $ WA STOP GAP B AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below A Professional Liability;Claims Made Form CMI3DPL022650IV 01/01/13 01/01/14 $2,000,000 Per Claim $4,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Project No:09257.00//Project Name}Pineys Road ITSImprovements Cert holder is an Additional Insured on the'Commrcia General'L aliiiity and Auto Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured.The Commercial General Liability insurance is primary insurance and any other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance.A waiver of subrogation applies to the Commercial General Liability,Auto Liability,and Umbrella/Excess Liability in favor of the Additional Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 East Sprague Ave.,Suite 106 ACCORDANCE WITH THE POLICY PROVISIONS. 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' " ;• ' . %to r4,,0(trx'ho.:00..feflpste..orice.,•,.prof04.3hoi. .,.. . . a;..:in,Ontidelibi.i.,Witti'Notir iK5r10:•.a661.:iiicTUded ril 061040,'injury"'t'C'.1Pr0P00.:dOrt.1490!'for •.?:witilln: the .' prodocteiiiiipletoti: Ilip„eratieifit. • 'W.0101.600ragC10::;t0udrit.*04k:arld• ......... .-, 0A441-4'.14. -•:(--.4 The lij&i*01101::iiity,-10.1',-.0-ii.4"..100etaQt..4 Such Oqt00..•(t:,,tir'..0.6#46o•'044,64,4:06lif.9.::6*. . ...t ofigt-it Ar.le§••:60t;of an offense!commi ed 4.0...0400014140-01'10- 140,1.0141101,.:;.:4prooitto •of(6o._:50u have or*reti•1171t9•.-:that 160titrk :Jor: 40410.4.$0g6t)01•1,-600-"'''fik-r0117i-10ftif401=:40 -6 0'- 9:toefilerif Tqqiii0g.10s.tirancor '',OVi''414-10$13P' .•;#0,0brgon4,40,:hoe•api.400.441joilk.46••,-.0.06., 00p.0.$till':4$:0606.§..iiii0T.lid.enotf.:.:0110ctible*Or •.jrct,c;1001,15etiler.k'• • • .. - ' . . • ,t'r*4tafa*, FiOtf ±t•'..:'6„fift60i,y,'*i,iC,4A;.:446444111tAif. ffi6:4etie6Wab:.-,06ildeid j6:-eciai-Atidititifigltri-kied- a.ki*V.§0-0'0 *-4f:at.ts,::,44141044iii .460to., .. . ...... ....... ........ .... ..,... . .. . ......,.. . .. ...., 4.iifilli0-,---,0;,01,*k • : -.',•••:: • - •• •006.,11=4 insured is are a.-(04100. insured under ç ar*,dth6einulantt cs 4:::;.. -044,16A0000-,;ioott•Aokrofifity:•*i-oht kol.. .1-0. ••• -j'•'-' '';':''•'' . .— . . • • .. ri.: 0:000,- ,:;:#446.00:6:10 4.rii -(1-icpyor -- C -17.tojcifiWoof 6044.4*-4.4roato04100.00- -.-.J.*0,.W$-..---06•!:-.*OititA*11*00.61;-•-:§00'fitaN::4. .-:Of.';,Ri01441t134090tit:A§.014tAtiiOi*:".170'Ils ..#040.wook:030.900.1.66,f:vihts700..:. io-,042tImOciA), OENElig 140141:1Y-'',00.1, 40.,P-Otg' . ..."' 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The following definition is added to DEFINITIONS MY"is caused by an offense committed (Section V) a, After You have entered into that contract or "Conitra0 or agreement eequirio jn§iffahce, agreement; trialarlS that part of any contract or agreement un- b. White that part Of the contract or agreement is der which yob are required to'include a person or in effect and Prganization aa an additional'insured on thiS-Cov- c. Before the end of the.policy period. Page 2 of 2 0-200,7 The Trivelers Comparlie?,Inc. CG D3 81 09 07 Inaidek the coPYrifIllied material Ci Insurance Services'Office,Inc.,with its permission. UMBRELLA THIS ENDORSEMENTCHANGES THE POLICY. PLEASE READ IT CAREFULLY. • WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This encicifsenler4.11100fieS:Yrtga_ic .Provf4.0"4,115.1er thq _ 01.0MERCIAL EXCESS LI - L. MIY.11313.81-LA) IN8,01V4NCE Thfolloiking is'added to Paragraph 11., OUR RIGHT a. ''Bodilycinjuryl or loroperty darnage'.' caused by-an TO RECOVER, ROM OTHERS , of SECTION -"occurrence that takes place;or 4tirsi''''''''''''' b. 'Personal'injury or'''advertising injury' caused by tf th e insured ha§',5jreed in a contract df agreement an "offense"that is committed,, 'to waive that insured's right of recoVary against any _ . subsequent to the execution of the torltratt_dt agree- :persOil or org4ragatidn,we wAlYeoUr right of rec,b.verY against such perS?n or brgangatiph, but only for men - rthyrTiOnts'W. 1.0.115 UM 04 88 0708, o 2008 The Travelers Companies,Inc. Page 1 of 1 leek:ides the moyeighted merloriol of InburenceServices Office,Ind:milt)its permission. 'OOMMERCIALGENERAL,L1ABILITY• POLICY NUMBER; ISSUE DATE; THIS ENDORSEMENT CHAN6ESTIIE PCILIC.i. PLEASE READ IT CAREFULLY BLANKET DESIGNATED LOCATION(S). •GENERAL AGGREGATE LIMIT This Phdorsemeht modifieSinStwarioe provided under the following COMMERCIAL'GENERALLIMILITY COVERAGE PART 'SCHEQULE, beknited'Wbaildr14 • - . ALL LOCATIORS OWNED OR OCCUPIED BY THE INSURED (If no entry appears.abOVe4infOltnetion TequiredlO complete this endorsement will be shown in-the Declarations as applicable to thlkendorse ment) For alijsums which the InsUred bec6isnes-Idgally the :General Aggregate LimIC'shoWn In the ,dbligated to pay as damages caused trroccur- 'Declarations nor shall they feduceanY other reric0F7.under COVERAGE Ar(sEtTIPN - Desig hated Location General Aggfe4ate Limit fcir all medical expenses caused by accidents ur for any Other designated "location" shown in der:COVERAPE C (SECTION '1),`whiPh.,can be theZchedule above., a,filiflufed .OrilY:lo"operations'at'a Single The desig 4' limits shown in the Declarations for Each nOted"19catiPri"ShoWr1 Intne' PhedWeabove: Occurrence, Derhage To PreMisesRentedTb separate Designated Location General Ag- You and Medical Experse.continuato apply: gregate Limit applies to eacildeSignateT10- However, instead of being subject to the cation' and Anal''Ilmq Is equal 16.the'arndunt `.Penerai Aggregate Limit ShOWn in the be61a- 4:?f"(he,..derier61 Aggregate.Limit,SboWn in th rations, such limits-*lit be subject to the aP- Declaratidns. plicable Designated Project General Aggre- , "the'DeSignated toPatioll‘GelleraLAggre4ata gate 1 Imit Limit is the most we will pay for the sum of all B. For all sums which the insured'becOmes;legally damages under COVERAGE A, except darn- t;bliPeted to Pay as cdamage s'caused by "obbur- , age's' because of "bodily injury' or "property rences" under COVERAGE A (SECTION l), and 'damage'" 'riot uded.in the "prOdtictsreempleted Vr all medical,expenses causedtY accidents dn- eparationsbazardif and-for medical expenses der COVERAGE 0,(SECTION I),Which cannot be under COVERAGE 0 regardless of the nuM- attributed only to operations at a single desig- Pgr of noted"location"shay/nit) he-Scripdole-aboys: • a, insureds; 1. Any payments made under COVERAGE A for b Claims made or"suits' brought;or damages or under COVERAGE C for medical expenses shall reduce the anloYnt eyellable c Persons or organizatiOns making claims under the Genera l ,Aggre.gate Limit or the or bringing'suite., Products Completed Operations Aggregate Z. Any payments made under COVERAGE A for Limit,whichever Is applicable,and damages'6:,under:COVERAGE Clor Medical Such payments shall not reduce any'Qesig- expenses shall reduce the,Designated Project hated Project General Aggregate Limit. General'Aggregate Limit for that designated locafionw; Such payments shall mit reduce- C When coverage for liability arising out of The ."products-completed operations hazard" is 'CG D3 D3 15 11 03 Copyright The Travelers Indemnity Company,:2003 Page 1 of 2 Includes-copyrighted rrlOari,at PrInsarence$arYloes Offite,Ino.,,'with its Pernission. • COM M ERPrAL GENERAL LIABILITY vided; any payments for damages because of "Location"means premises involving the same or 'bodily injury or "property damage" included in connecting lots, or-premises whose connection is the "Prod9*-PomPldted 9Pgrationa, hazard" will interrupted only by a street,roaoWay,waterway or reduce the Products-Completed Operations Aq right of-way ofa railroad; gregate Unlit, and not reduce the General Aggre- E The provisions of Limits of Insurance (SECTION gate Limit 1101" the 'Designated Project General , not PtflerWise mOdified bY this endorsernen1 Aggregate Limit. 'Oat continue to apply as_stipulafpd. D For the purses of this etidOrsaJnerttlia'Defirg- tons Section-Is amended by the addition of the folloWing definitidri: Paae 2 of 2 CODYliaht. The Travelers Indemnity .Companv. 2003 CG D3 15 11 03 Includes copyrighted meerial of Insurance Services Office, Inc.,with Its permission.