MAXIMUM COMPENSATION

For each work assignment (project), the total cost for any letter agreement and supplement(s) thereto shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) for State-funded projects or One Hundred Thousand Dollars ($100,000.00) for Federal-aid projects, for each twelve (12) month period this agreement is in effect, without a supplemental agreement. The total cost for all letter agreements and supplements thereto shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) for each twelve (12) month period.

VII. STANDARD SPECIFICATIONS FOR CONSULTING SERVICES

This agreement is made subject to the conditions and provisions attached hereto and made a part hereof, said attachment being designated Attachment “A” and entitled, “Standard Specifications for Consulting Services.”

IN WITNESS WHEREOF, the parties hereto have caused their respective names to be signed by their duly authorized officers.

ATTEST: WEST VIRGINIA DEPARTMENT

OF TRANSPORTATION,

DIVISION OF HIGHWAYS

________________________________ ______________________________________

Title: State Highway Engineer

ATTEST: [CONSULTANT FIRM, INC.,]

a corporation

_______________________________ ________________________________________

Title: Title:

(To be executed in triplicate)

Distribution: Consultant

Legal Division

Engineering Division

STATEWIDE

CERTIFICATION OF CONSULTANT

I hereby certify that I am the _________________________________and duly authorized representative of the firm of _________________________________________

___________________________________________________________________________, whose address is______________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________, and that neither I nor the above firm I hereby 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 this contract;

(b) Agreed, as an expressed or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the contract; 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 the contract;

Except as hereby expressly stated (if any):

________________________________ ________________________________________

(Date) (Signature)

STATEWIDE

CERTIFICATION OF WEST VIRGINIA DEPARTMENT OF TRANSPORTATION DIVISION OF HIGHWAYS

I hereby certify that I am the State Highway Engineer of the West Virginia Department of Transportation, Division of Highways, and that the above consulting firm or its representatives has not been required, directly or indirectly as an expressed or implied condition in connection with obtaining or carrying out this contract to:

(a) Employ or retain, or agree to employ or 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):

________________________________ ________________________________________

(Date) (Signature)

STATEWIDE

CERTIFICATION WITH REGARD TO

DEBARMENT, INDICTMENTS, CONVICTIONS, OR CIVIL JUDGMENTS

I hereby certify that I am the __________________________________________ and duly authorized representative of the firm of _______________________________________

___________________________________________________________________________, whose address is _____________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

__________________________________________________________________________, and that this firm or any person associated therewith in the capacity of owner, partner, director, officer, principal investigator, project director, manager, auditor, or any position involving the administration of Federal funds, except as noted below, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any Federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. For any exception noted, indicate to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions.

(Insert Exceptions)

Exceptions will be considered in the Department's decision to execute this agreement;

however, exceptions will not necessarily prevent the execution of this agreement.

________________________________ ________________________________________

(Date) (Signature)

WEST VIRGINIA

THIS AGREEMENT, executed in triplicate, made and entered into this ________ day of _________________________, 20_____, by and between the West Virginia Department of Transportation, Division of Highways, hereinafter called "Department," and [Consultant Firm, Inc.,] hereinafter called "Consultant,"

WITNESSETH that, for the considerations hereinafter stated, the Department and the Consultant agree as follows:

I. SCOPE OF WORK

The Consultant agrees to provide all labor, materials, equipment, and subprofessional and professional services necessary to perform and provide the Department with the following:

A. Aerial photography suitable for photogrammetric mapping for highway projects statewide, when such work is specifically requested by the Department. Said work will be more fully described and shown on flight maps to be provided by the Department at the time of individual project requests.

B. Placement of aerial targets and performance of photogrammetric control surveys and related work utilizing conventional surveys and Global Positioning System (GPS) Surveys including Airborne Global Positioning System Survey and LIDAR, when such work is specifically requested by the Department.

C. Reproduction services, such as enlargement, mosaic, orthophoto and related services, as required for specific assignments.

II. PROCEDURE AND AUTHORIZATION

Upon the Department advising the Consultant as to specific work to be done by it on any project, or portion of same, and further advising Consultant as to the scope of such work, and, if applicable, the time limit within which such work is to be performed, the Consultant shall submit to the Department its proposal for such work to be performed, which proposal shall, among other things, establish a maximum amount payable to it by the Department for the work to be so performed. Upon acceptance by it of the Consultant's proposal, the Department shall advise the Consultant by letter of its authorization for Consultant to perform such work which said letter shall set forth various provisions deemed pertinent to the performance of such work. Upon the acceptance of the provisions of such letter by a duly

authorized officer or agent of the Consultant, such letter and the provisions therein contained, which shall be designated as a letter agreement, shall become a part of this agreement as if fully set forth herein. The Consultant was verbally authorized to begin work on March 1, 2001.

III. BASIS OF PAYMENT

A. In payment of all services rendered under this agreement, the Department will pay the Consultant the actual cost thereof on the basis of the unit costs hereinafter stated.

[CONSULTANT FIRM, Inc.,]

i. Aerial Film (Film and Processing per Frame) (Includes Editing and Negative Tilting)

4. Minimum $136.00 Minimum 5. Black and White Film Positive $21.50 Per Sq. Ft.

6. Minimum $85.00 Minimum

l. Diapositives

1. Black and White Diapositives - .007" $7.75 Each

2. Minimum $50.00 Minimum

3. Color Film Diapositives (1st Diap.) $15.00 Each

4. Minimum $70.00 Minimum

5. Color Film Diapositives (Each Add.) $14.75 Each

m. Photo Index (Includes 1 each paper & mylar print per sheet)

1. Laydown, Copy Negative, Annotate $6.20 Per Frame

2. Minimum (per sheet) $350.00 Minimum

n. Mileage, meals, and lodging will be reimbursed in accordance with the State Travel Regulations in effect at the time the work is performed.

o. Other - Actual Cost at Rates Approved by the Department.

[Subconsultant Firm, Inc.,] (Subconsultant)

1. Product Coordinator $80.37 Per Hour

2. Survey Party Chief $75.79 Per Hour

3. Survey Technician $42.90 Per Hour

4. Office Computations $75.79 Per Hour

B. Upon receipt, review, and approval of properly documented invoices, interim payments may be made monthly based upon progress reports submitted by the Consultant.

Interim payment will be made in the amount of sums earned less two percent (2%) retainage.

No retainage will be required on subcontracts. Total retainage shall never become less than two percent (2%) of the amount earned for the project, less any subcontracts, until such time as the final invoice is submitted.