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RFQ City Hall Project Request for Qualifications City Hall RFQ City of Spokane Valley, Washington SCITY rem ne porka *N7alley Due on: January 21, 2015 at 4:00 pm PT Publication Dates: December 26, 2014 January 2, 2015 Table of Contents 1.0 OVERVIEW 2 1.1 PROJECT DESCRIPTION 2 1.2 PROJECT SCHEDULE 3 1.3 PROJECT BUDGET 4 1.4 QUESTIONS 4 1.5 DUE DATE 4 1.6 CONTRACT 4 1.7 OWNERSHIP OF DOCUMENTS AND CONFIDENTIALITY 5 2.0 SUBMITTAL OF QUALIFICATIONS 5 2.1 QUALIFICATIONS CONTENTS 5 2.2 EVALUATION CRITERIA AND WEIGHTS 7 2.3 CONSULTANT SELECTION SCHEDULE 7 2.4 PERFORMANCE OF SERVICES: 7 2.5 GENERAL SELECTION PROCESS 8 2.6 INTERVIEWS 8 2.7 EVALUATION COMMITTEE 8 ATTACHMENT A -Aerial of area 9 ATTACHMENT B—Record of Survey 10 ATTACHMENT C—Part 1 11 ATTACHMENT C—Part 2 12 ATTACHMENT D—City of Spokane Valley Contact for Professional Services 14 Page 1 of 19 sijooFkane Valle Y 1.0 OVERVIEW The City of Spokane Valley is pleased to announce this Request for Qualifications (RFQ) for the design of the first City Hall building owned by the City. Spokane Valley is a family and business friendly community of 92,000 people which incorporated in 2003. Since that time the City has leased space in a complex which is not optimized for municipal operations and does not offer a unique sense of identity or place. The City has determined a new facility is needed to accommodate its operations and to continue to provide the high level of customer service its citizens have come to expect. A 3.38 acre parcel has been purchased at the southeast corner of Sprague Avenue and Dartmouth Road within the former University City shopping complex to accommodate the new City Hall. The new City Hall is expected to be much more than a utilitarian place of business. City Hall should be a welcoming place that is a source of pride for the community. The building should be an energy-efficient structure which maximizes resources and lowers operating costs. Additionally, City Hall should serve as a catalyst for new private investment in the area. The City of Spokane Valley requests firms provide their qualifications for design and construction services for the construction of City Hall (Project),including complete building, site, utility, and landscaping plans, construction specifications, and other bid materials. The selected design team will work closely with City staff to develop plans and specifications for the Project. Space programming for the proposed building was completed in 2008 City Hall Program by BWA and the update which was done in 2013 by MMEC. These documents can be viewed on our website at http://www.spokanevalley.org/ch The City desires to occupy the new building by March 1,2017. 1.1 PROJECT DESCRIPTION The current Project scope is based on a facility of approximately 50,000 square feet of finished space. The following elements shall be incorporated into the Project: • Functional and cost conscious overall building design. The Project shall be a quality facility with a tasteful design and finishes that are durable and low maintenance. • The Project shall have a prominent presence, is expected to act as an "anchor" to help spur economic development, and, shall be of a size and scale to appropriately fit the needs of the City and of the space and setting in which it will be located. The Project will be located as shown on Attachment A. • The overall design should contribute to establishing a sense of place and identity for the community. The design should consider the natural elements of the City which include the Spokane River and the panoramic views of the mountains that surround the .valley. Page 2 of 19 • Building layout shall accommodate the --City's administrative services and programs, such as ,the Permit Center, the legislative activities which include City Council and Planning Commission meetings, and other community functions. • Proactive building design for security and safety of building occupants, resources, structure, and continuity of operations. • A Permit Center that it is easily accessible and visible to the public, and which maximizes efficient use of permitting staff and resources. • The design shall utilize natural light as much as possible. • Efficiency features that utilize sustainable and efficient building principles. LEED Silver level equivalent design shall be considered in the design as a minimum. The design approach is encouraged to exceed the minimum Silver requirement, so long as the maximum budget for the project is not exceeded. LEED certification shall be evaluated by the Consultant to determine feasibility based on the Project schedule and budget. • Circulation around the site, both vehicular and pedestrian, including a clearly identified front entrance for the public and the Permit Center. • On-site parking and on-street parking to accommodate the public needs. On-street parking solutions shall be coordinated and approved by the City along the Dartmouth right-of-way. • Creative use of green space with consideration to water conservation and preservation of existing established trees and vegetation. Site and building exterior lighting that provides well lit and safe access and egress points of pedestrian and vehicular traffic to the site and promote access from and to the Appleway Trail, Balfour Park and the proposed library/park site which is located across Sprague Avenue. from the Project site. The conceptual Site Plan for the Park/Library Conceptual Site can be viewed at http://www.spokanevalley.org/content/124/938/146/4361.aspx • Furniture design, including seating, conference rooms, office, workstations, and storage files. The City will complete the SEPA checklist and traffic concurrency and are not included in the scope of work of the Project. The Record of Survey for the Project is included in Attachment B. 1.2 PROJECT SCHEDULE The anticipated Project schedule is shown below: City Hall Design March 1, 2015 to July 31, 2015 Project goes to Bid September 15, 2015 Bid Award November 15, 2105 Ground Breaking January 1, 2016 Certificate of Occupancy March 1, 2017 Page 3 of 19 1.3 PROJECT BUDGET The budget dollar amount for the entire Project shall not exceed $13,200,000 including sales tax. This amount includes all design, construction, inspection, contingencies and furniture costs. 1.4 QUESTIONS The City acknowledges that this RFQ is comprehensive. Questions or requests for information shall be directed to in writing or by email to: Deanna Horton City of Spokane Valley 11707 E Sprague, Suite 106 Spokane Valley, WA 99206 dhorton(a spokanevalley.org Questions shall be received no less than seven (7) calendar days prior to the due date to be answered. The City is not obligated to consider or respond to any questions submitted or received within seven (7) calendar days of the due date for Qualifications. Questions will be noted and the answers shall be posted at the City website at www.spokanevalley.org in the form of an addendum. Interested firms shall be responsible to check the website to obtain addenda. All official clarifications or interpretations of the documents shall be by written addenda issued by the City. Clarifications or answers to questions given verbally by the City during the submittal process are informal and unofficial and are not binding on the City or any party submitting Qualifications. The City is not responsible for oral interpretations. Notification of any apparent discrepancies, omissions, or doubt as to meaning found in this document shall be submitted in writing to the person designated to receive administrative questions identified above. Acknowledge receipt of addenda in Attachment C - Part 1. Failure to provide acknowledgment may result in the submitted Qualification being rejected as not responsive. 1.5 DUE DATE Qualifications are due at the time and place stated on the cover sheet. Any Qualifications received after the scheduled opening time shall not be considered. Qualifications submitted by facsimile or by other telecommunication or electronic means shall be not being accepted. Qualifications may be withdrawn any time prior to the due date/time. 1.6 CONTRACT The City's proposed contract is provided in Attachment D. Submission of a Qualification proposal in response to this RFQ is deemed to constitute consent to the City contract terms and conditions without modification, except as may be otherwise noted in the submitted Qualification. Any proposed exceptions or modifications to the contract shall be noted in the Qualification submittal. The City reserves the right to revise the stated contract terms and conditions prior to contract signature. By submitting a Qualification Proposal, the submitting firm acknowledges that it has read and understands the insurance requirements for the City's contract. Evidence of required insurance Page 4 of 19 shall be submitted within ten working days following notification of the Qualification Proposal being accepted. The selected firm shall be required to carry, for the duration of any contract resulting from this RFQ, the insurance types and amounts as set forth in Attachment D—Section 11. 1.7 OWNERSHIP OF DOCUMENTS AND CONFIDENTIALITY Any reports, studies, conclusions and summaries submitted shall become the property of the City. The City shall regard submittals as public records, which shall be available for public inspection and/or copying, subject to the public disclosure requirements and exemptions as provided in Chapter 42.56 RCW, after a firm is selected regardless of any markings or notices contained in the submittal documents. Therefore, do not respond to this RFQ if these terms are not acceptable. 2.0 SUBNIITTAL OF QUALIFICATIONS All information submitted is subject to verification by the City. Provide ten hard copies and one electronic copy of the Qualifications in a sealed envelope that is clearly marked"City Hall RFQ" to: City of Spokane Valley Attn: Deanna Horton 11707 East Sprague, Suite 106, Spokane Valley, WA 99206. 2.1 QUALIFICATIONS CONTENTS The organization of the Qualifications and the manner in which information is presented in the submittal will be evaluated as an indication of the firm's ability to assemble clear and concise documents. To be considered, the Qualifications Proposal shall include the following fully executed forms and information: 1. Attachment C: Parts 1 and 2. 2. Project Approach: a. A description of the proposing firm's Project vision and approach to the Project and value to the City. b. Address all required elements such as building design, site development, drainage, utilities, landscaping etc. c. Describe how the Project Team will be integrated, including a description of management strategies and internal communication protocols to ensure a successful Project. d. At your discretion, include suggestions or supplemental tasks which may enhance the Project or streamline the scope of work and improve cost effectiveness. For Page 5 of 19 example, phasing certain portions of design and construction to expedite the process. e. Proposed concepts, ideas, floor plans, and renderings are encouraged. f Discuss proposed construction materials and construction methods to demonstrate building durability, low maintenance costs, and energy efficiency. g. Describe the firm's capacity to recognize "project specific" issues and develop creative solutions to address them. Provide examples of challenges and resulting solutions from previous projects. Describe ways in which the firm will apply knowledge gained from past projects to specific issues on this Project. h. Describe the particular processes that will be used to complete the various scope- of-work elements and proposed refinements to improve efficiency. 3. Project Management and Schedule a. Identify the project manager and principal contact who will be permanently assigned to the Project(it is strongly preferred one person handle both tasks). b. Propose a schedule for the Project, describing and identifying key milestones and exhibiting your knowledge of the various activities required for this Project. The schedule should conform to the generalized milestone schedule presented in this RFQ, or discussion should be included to clarify deviations from those milestones. c. Present the proposed project management procedures for the Project. Describe the involvement and the duties of the project manager in detail, with a clear description of the ways in which productivity will be monitored, how the Project will be kept on budget and on schedule and list relevant construction project management experience. d. Discuss the quality control measures that will be implemented, and describe the stages of document review, including the team members that will be involved and their responsibilities. 4. Team: a. Location where work will be performed. b. Identify the proposed team, including sub-consultants, general qualifications and experience. c. Project team resumes (provide no more than one page resume per team member). d. Include a one paragraph summary for each key team member, years of experience, education, certifications, company affiliation, workplace location, and a brief list of individual project experience. e. Describe the firm's capacity (staff resources) to complete multiple assigned projects. 5. Relevant Experience: Describe experience in planning and designing city halls, civic facilities, or office buildings of compatible size and budget to the Project. Include at least Page 6 of 19 three completed projects which are similar to the Project. For each, provide the following information: a. Name and location of the project and year completed. b. Name and contact information of each client and their project manager. c. Elements of the project that are common to the plan/scope elements described in this request. d. Sample layouts, floor plans, or renderings of other city hall structures or equivalent (size and budget) office buildings. e. For each of the representative projects identified, discuss the firm's role in controlling the project budgets. If the costs exceeded the budget, describe actions taken to bring costs back within project requirements. f. Address the firm's ability and successes in conforming to tight project schedules and budgets. g. Discuss the experience of the firm in performing work on municipal projects. 2.2 EVALUATION CRITERIA AND WEIGHTS Qualifications shall be evaluated based on the criteria and evaluation weights shown below. Criteria Evaluation Weight Project Approach 30% Project Management and Schedule 10% Team 25% Relevant Experience 30% Qualifications Content and Organization 5% 2.3 CONSULTANT SELECTION SCHEDULE The following dates are based upon initial planning and should be considered tentative: 1. Evaluate applications the week of: February 2, 2015. 2. Interview finalists the week of: February 9, 2015. 3. Designation of the most highly qualified firms the week of: February 23, 2015 2.4 PERFORMANCE OF SERVICES: The City intends that the firm awarded a contract will perform the work commencing upon the notice to proceed and terminate upon project completion unless terminated sooner with written notification by the City. The designation of a firm as "most highly qualified" by the City is not intended to be nor will it be a guarantee that all professional services required by the City, appropriate to a firm of its type, will be exclusively performed by that firm. The City retains the right to award work, on this or any other projects, to other firms. Page 7 of 19 2.5 GENERAL SELECTION PROCESS A recommendation committee will review all submittals based on the evaluation criteria set forth in this RFQ. This RFQ does not commit the City to award a contract. The City shall not pay any costs incurred in preparing a submittal or to procure or contract for services or supplies. The City reserves the right not to select any firm(s) for the services based on this RFQ, to accept or reject any or all submittals, or to cancel, at its discretion, this RFQ at any time. The selection of a firm as the most highly qualified to perform the work of this RFQ is not intended nor will it in any way be construed or considered to be a contract or an exclusive guarantee to furnish professional services associated with this Project or any other work suitable to a firm of its type. If a firm is selected, a scope of work and price for services will be negotiated between the City and the firm. If an agreement cannot be reached with the selected firm, negotiations will be terminated and the next most qualified firm will be contacted for contract negotiations. No work shall be undertaken without a mutually agreed upon statement of work, fee, and contract signed by the parties. Any contract awarded shall be nonexclusive and, if it be in the City's best interest, it may award work to other firms. Any contracts resulting from this RFQ between the City and the firm may be canceled upon written notification by the City. 2.6 INTERVIEWS Interviews may be held at the sole option of the City. If interviews are conducted, firms should plan to have key personnel on their interview teams who would be assigned to work on the Project. Interviewing firms may be asked to provide supplemental or additional information for review by the committee prior to the interviews. The City reserves the right to utilize new or revised evaluation criteria and weights to be used in evaluation of the firms being interviewed. If changes are made to the criteria or weights, they will be sent to the interview candidates prior to the conduct of the interviews. Committee members will use the applicable evaluation criteria and weights to evaluate interview information. Previous clients may be contacted as part of the evaluation process. The recommendation committee will rank the firms interviewed and present their recommendation to the City Council for selection of the most highly qualified firm. 2.7 EVALUATION COMMITTEE Typically, evaluation committees try to review all submittals at one sitting in order to facilitate continuity, which helps improve the consistency of the individual scoring. Due to the number of firms that typically respond and a limited amount of time available for review it is strongly recommended the response be concise and to the point. The response should be structured in order to make it easy for the committee to evaluate the firm's professional capabilities and experience. Page 8 of 19 ATTACHMENT A -Aerial of area tirriltV. 1111 t'i :_.,., - ..-.., P , .1 .a .i _ E _ _-- _z____ __ •, 4 61 Balfou ' . 1111117 —H me-- di IA= Park Library/Park INININ . _ TM Y1- * se ' ' 0 1 ,',---. rr .:. Sprag u$ �r 1 [ City L...__, ti Hall � a r , . It. I il r t w1 d App1eWaY _ r r Page 9 of 19 6.35-4076,Y /S7-v2 Amonsizmat /Ar %,. cw„lr wslx At 100 SO 0 100 200 20 FEET OZ nowtT 404018485 60 me=kr1ttatlil ast, n P.M 111.1 .®eM4111o4 a� YC 41 1 SAI S Cr NE xwlMrt 1n"`.N 11 r'�" 0 MMC, 1.1.13R. •Alf.0 1NW. - MAW - xCt.f1.40 161¢WOOT ^0., kw$l0t EA$F$PIaQ43(.1t•AOEMJE x141.120.00114 a Kt4. h+� _ - _ 5!Y'BCalt 1150.71 _ __ _ _ _ 0 17 18 0 0 21 c/1 1 1' Y_.R i 1SM' C fes'? �A L 1, 1.;r 1. `e�"a�4E6,10 w 01)1..NMI 10 4120 0EM Cr • ,Q II �, H'xemK NNR u up,u[alRi Xum1 eaaCnl' Q#' I I 1 . • I I swan TK Fatal Cr la Salle 4 AD 41014400 MO KOOK NA .. • I� 1001.AS Ma=KAU.Call4.AKa4 T An`1'4q0111.31.1131.11 q0 MO 40 t _ '"•-_ lt'..KMm llpu 10 401p 4044400$P41113 WAN.M£0412 0001) 13111-191.40 I 33.111.01M1 S M 10441 0400041111.011.0100 NUM I ... 44 NO$NAT TNS 402011001/alai.001.1141 unit PRS0I Sall Sr . I , � .F.,..-e. _1 EE WM1010 I4N 6011 Rxio M.411E 0004 SON.00 • MAK.011E MAY 41 E15m114 010=11.111.111611 .R j MB 111111$ MEIN 101.11 AS A POET Or C.A. {-,..73 _ WE..NOT ALL YR3,FOnf6 AK 91011E 0 j 1 al-WV 13EGOD '11 1111,11-11•poi 0 `_FacaM..�am 011 �l 14 MEAN. i F0 uveae tss*1111 ma Ad em11041 I y.�1"f 'oY'[ Nam yp1 t 4 ,x�'r4' g iMe+vYoe•e 11cm1 f 1 1m f)1 $s 1LA911n� a$4104 BAP-36-x+ W l44' T A6XLs T,14 0111 w'6 4101 �' 00-$1-41.ASK EO.fax 011 W SIE Oval Pal 4115 11.-$1-91. t M OM a SOAK 001,.4041 A.INPU 11 or Mc 40.4,464 044All 44 MON Al war 10.10 sir '414 014 NOM P01041i.01 Of N.C. Nara NEM.4 LAST Mal 1 1.0 w, SFR (wna1 Assaal M 301M.NOM 0 Of 1022 peal Y. I. - , • �' , IOC[1u 14111E YTM 1.113 MIT 01011040110 ma's um an u stn MEM FR ME moa va' own r. ER WNW. 11E112410 cw. FEFERBCES B ------.-----t?‘' � ISP-31-07 9w0 11 $ 4111691040 YWEY.NJaTS1ONN(,311$01 6.049122 41444 NO Lp6 Pat Amor,sax 144..41021 2141m1p Amor,e0x 144.ME n I Yoe P Ca 12EM 1u.41 A. larsalt A#A Cr 110)1l/An1P0 MEL 064 sx, I.lan 01 w 1144 RECORD OF SURVEY t AC y_:.ti ` A P00)00 OF➢e 141/4 CF ACCURACY£,FFA7B4Blf{WAC 835-180.100} 89F. 091TA7& .•,.µ. y SECI"a9J 211,10 4p1P A Kali00141E W EAST,al, A U.C.A.3-SO4W0 TOTAL STATEN FM A LECA Tn5 MAP 001141(1 0000SENTS A 00101 4 Br x01 F� 1 CITY OF SPOKANE 4DEMMER�4ANE f.WNtt�wA9RlCY001 TITS x201 9.4111.1.113 1.31 A OAA.e1�OpN041 i Ame Cr 141.0 10*0 Y AAE.Ops SURVEY 1M 11 11411E 100WITH NE 101 OF 4.m Cr1 1pnuAc 110 H �'' 1/110.0Y TO 011 LW 41(00140 110 WOKS 11)101.01 L.4 em eom saner5 NEN.14340-1}1914MEM 1 "44.0.4- i•Taylor Engineertng, Inc. `f 4 cia 11••11,44.4 L444 Hennas waT Die ,6.600 CM OAv 1ems ` ISO)�-�1 4.4440441044 ru 4051*MI 1 or co /fs;,s� 411401,COSY 140�x.A1011 K4.,. 0 CA 13 ATTACHMENT C—Part 1 GENERAL INFORMATION A. Legal name of applicant company B.Name of contact person Title Telephone number including area code C. Did outside individuals/agencies assist with preparation of this program? YES NO If"Yes",please describe: D. RECEIPT OF ADDENDA: Firm acknowledges receipt of the following addenda if any: Addendum No. Addendum No. Addendum No. Addendum No. Dated Dated Dated Dated I certify that to the best of my knowledge the information contained in this RFQ is accurate and complete and that I have the legal authority to commit this agency to a contractual agreement. I realize the final funding for any service is based upon funding levels and the approval of the Spokane Valley City Council. Print Name Title Signature,Administrator,or Applicant Agency Date Page 11 of 19 ATTACHMENT C—Part 2 ADMINISTRATIVE INFORMATION FOR PRIME: A.FIRM: 1.Name of firm: 2.Business address including zip code: 3. Telephone number including area code: 4.Fax number including area code: 5. Federal tax identification number: 6. Washington State UBI number if issued: 7. State industrial account identification number if issued: ADMINISTRATIVE INFORMATION FOR SUB-CONSULTANT(S): A. FIRM: 1.Name of firm: 2.Business address including zip code: 3. Telephone number including area code: 4.Fax number including area code: 5. Federal tax identification number: 6.Washington State UBI number if issued: Page 12 of 19 7. State industrial account identification number if issued: 10. Contact person regarding this submittal's information: 11.Firm's areas of expertise: Page 13 of 19 ATTACHMENT D—City of Spokane Valley Contact for Professional Services DRAFT AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington,hereinafter"City"and , hereinafter "Consultant," jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Consultant shall commence work,perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by , 20 , unless the time for performance is extended in writing by the Parties. Page 14 of 19 DRAFT Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by ten days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant$ , plus Washington State Sales Tax of $ , for a total of $ , as full compensation for everything done under this Agreement. Consultant shall not perform any extra,further or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below stated address. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Phone: (509) 921-1000 Phone: Address: 11707 East Sprague Ave, Suite 106 Address: Spokane Valley,WA 99206 6. Applicable Laws and Standards. The Parties,in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Certification Re2ardin2 Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. 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; 3. Are not presently indicted for or otherwise criminally or civilly charged by a Page 15 of 19 DRAFT governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2)of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. B. 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 Agreement. 8. Relationship of the Parties. It is understood, agreed and declared that Consultant shall be an independent contractor, and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. 2. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,independent contractors and personal injury and advertising injury. City shall be named as an insured under Page 16 of 19 DRAFT Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions,and/or self-insurance. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Page 17 of 19 DRAFT Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs,fees for collection, and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time to time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17.Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant Page 18 of 19 DRAFT further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 20. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business. 22. Severability. If any section, sentence,clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence,clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: 1. Scope of Services 2. Insurance Certificates The Parties have executed this Agreement this_day of ,20 . CITY OF SPOKANE VALLEY Consultant: Mike Jackson, City Manager By: Its: Authorized Representative ATTEST: APPROVED AS TO FORM: Christine Bainbridge, City Clerk Office of the City Attorney Page 19 of 19