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03-031.00 Welch Comer & Associates: Consulting City Engineer ServicesSpokane V, y Contract No. CO3-31 Approved: 4pr,'t as, Jdv3 AGREEMENT FOR PROFESSiONAL SERVICES W -EL •CN COMER & ASSOCIATES THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Welch Comer & Associates, Inc., hereinafter "Consultant", jointly referred to as "parties". fN CONSIDERATION of the terms and conditions contained herein the parties covenant and agree as follows: 1. Work to Be Performed. The Consultant will provide all labor, services and material to satisfactorily complete the attached Scope of Services, identified as lExhibit A, plus such other work as requested. 4 Aa�,c A A. Administration. Ru,, M, auor_or_iis-dzugnec shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall receive either a oral request or a .vritten "Professional Services Authorization" for the requested work. Upon receipt of the request, Consultant shall commence work, perform the requested tasks and promptly cure any failure in performance under this agreement. The City shall provide Consultant with available information concerning the City request including all drawings and related documents. At any time, the City may order the Consultant to stop the work. B. Representations. The City has relied upon the qualifications of the 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 Work. No substitutions of personnel shall be made without the written consent of the City. The standard of care for all professional engineering and related services performed or furnished under this Agreement will be the care and skill ordinarily used by members of Consultant's profession practicing under similar circumstances at the same time and in the same locality. 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. The City shall be responsible for, and Consultant may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information filrnished by City pursuant to this Agreement. Consultant may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. The City shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of Consultant. C_ Ncmnents and Scaings%slarson%Local SettingATemporury Internet FileslOLKSri1AGREEMENT FOR PROFESSIONAL SERVICIS.doc Page I CO3-31 C. Modifications. The City may modify this agreement and order changes in the work whenever necessary or advisable. The Consultant will accept modifications when ordered orally or in writing by the Mayor or his designee. The Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. 'i°erni of Contract. This Contract shall be in full force and effect upon execution of this agreement and shall remain in erect until terminated by a party. Either party may terminate this Agreement by thirty (30) days written notice to the other party. In the event of such termination, the City shall pay the Consultant for all w=ork previously authorized and satisfactorily performed prior to the tennination date. I Compensation. The City agrees to pay the Consultant in accordance with Appendix 1 to Exhibit C as fiill compensation for everything done tinder this agreement. The City shall reimburse the Consultant for photocopying, postage, and graphic reproduction at actual cost and will pay for authorized travel (excluding travel to the City to attend meetings; presentations or otherwise perform the services herein) at a rate of 5.31 per mile. 4. Pavrnent. The Consultant shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk/Treasurer at the below stated address. The City reserves the right to withhold payment under this agreement which is deten-nined in the reasonable judgment of the Mayor or his designee to be noncompliant with the Scope of Work, City Star►dards, City ordinances and federal or state standards. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THF Consultant: Name: Ruth i\viuller, City Clerk Phone Number: (5 09) 92 1 -1000 Address: 11707 E. Sprague; Ste. 106 Spokane Valley, WA 99206 Name: Larry Comer, P.E. Phone Number: (509) 255-6000 Address: 2310 North Molter Road, Ste. 101 Liberty Lake. WA 99019 6. Applicable Laws and Standards. The parties, in the. performance of this agreement, agree to comply with all applicable federal, State, Local laws, ordinances, and regulations. 7. Relationship of the Parties. It is understood; agreed and declared that the Consultant shall be an independent Consultant and not the agent or employee of the City, that the City is interested in only the results to be achieved and that the right to control the particular maturer, method and means in which the services are perfonned is solely within the discretion of the Consultant. Any and all employees who provide services to the City under this agreement shall be deemed employees solely of the Consultant. The Consultant shall be solely responsible for the conduct and actions of all employees under this agreement and any liability that may attach thereto. C;11Mcantt7ttG;uu) Seeing;+slatgnnl4ctcal Sting$+7etnpotan Interact FilestOLKWAGREEMEI%'T FOR PROFESSIONAL SERVICES.dm- Page 2 8. Ownership of Documents. All drawings, plans, specifications, and other related dOCLLnents prepared by the Consultant under this agreement are and shall be the property of the Cite. 9. 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 the Consultant's records with respect to all matters covered in this contract.. 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 contract for a period of three years from the date final payment is made hereunder. 10. insurance. During the term of the contract, the Consultant shall maintain in force at its own expense, the following insurance: A. Workers' Compensation Insurance in compliance with RC\V 51.12.020, which requires subject employers to provide workers' compensation coverage for all their subject workers and Employer's Liability or Stop Gap Insurance in the amount. of $500;000.00; B. General Liability Insurance on an occurrence basis with a combined single limit, of not less than $1,000,000.00 each occurrence i`or bodily injury and property damage. It shall include contractual liability coverage for the indemnity provided under this contract. It. shall provide that the City; its officers, employees and agents are additional insureds but only with respect to the Consultant's services to be provided under the contract; C. Automobile Liability insurance with a combined single limit, or the equivalent, or not less than $500,000.00 each accident for bodily injury and property damage, including coverage for owned, hired or non-o,�tiaied vehicles; and D. Professional Liability Insurance with a combined single limit of not less than $1,000,000.00 each claim, incident or occurrence. This is to cover damages caused by the error, omission, or negligent acts related to the professional services to be provided under this contract. The coverage must remain in effect for at least two (2) years after the contract is completed. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without thirty (30) days written notice from the Consultant or its insurer(s) to the City. As evidence of the insurance coverages required by this contract, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed contract. The certificate shall specify all of the parties who are additional insured, and swill include applicable policy endorsements; the thirty (30) day cancellation clause, and tine deduction or retention level. Insuring companies or entities are subject to City acceptance. if requested, complete copies of insurance policies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self- insurance. C:Wacuments and Seuini.0siasonlUk-al SeninpUem{wcary Intemet F&MOLKWAGREEME•NT FOR PROFESSIONAL SER VICES.Acc Page 3 11. indemnification and Hold'HyrmIcss. Each party shall indemnify and hold the other, its ofHcers; employees, agents and volunteers harm Iiess fro and against any and ail claims, demands; orders, decrees or judgments for injuries, death cr dalrrage to any person or property arising or resulting from any me ligernt.or intentional act or omission ori the, part of said Party 01-1 is agents, emplo}gees or volunteers in the pekformaance c F this Aureeme-nt. 12- Waiver. No officer, employee, agent or other 1nd1v1dual acting on behalfoi: either pai•ty has the power, right or authority to waive any of the conditions or prop isions of this agreemerlt. No wai ver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All ren-led1es of orded in this agreement or by lave, shall be takers and construed as cumulative, and in add ifton to every other remedy provided hcrcin or by law. lyaiIure oFeitheir party to en Force at any tine any of the provisions of this agreement or to require at any tiine pe- rfonrlance by the. other party of any provision hereof shall in no way to be construed to be a waiver of such provisions nor shal I it A-fect the validity of [his agreelrlent or any pan thereof. .13. Assignment and Delegation. Neither party shall assign, transfe-r or ale -legate any or a]1 of the responsibilities o f this agreement or the benefits received hereunder without first obtaining the written const-nt of"the other party. 14. Subcontracts..Fxcept as othe-Rvise provided herein; the Consi-II Lant shall not enter into subcontracts for any of the work contelrr])laced under this agreement witlioLLt oVal rtirrg wi-Iaen approval of the City. 15. Confidentiality. Consultant rriav -from time to time receive information which is deemed by the City to be confidential- Con sultali [ shall riot disclose such inrormati0n without the express consent of the City or upon order of a C Curt of competent jurisdiction, 16, .IuriFidiction and Venue. This Contract is entered into in Spokane [bounty, W ashinb on. Venue shall be in Spokane County, Mate of Washington. Owner and Consultant agree that they shall fiist submit any and all unsettled claims, counterclaims, disputes, and other matters in q uestions between them arising out of or relating to this Agri-elrnent or [he breach th ereof (" D I s pute s")to non-binding mediation unless the parties mut ially a ee otherwise. 17. Entire Agreement. This written agreement constitutes the entire and complete agreement between the paries and skipercedes any prior oral or wri nen agreerklenis. This Agreement may not be chaiged, modified or altered except in writing signed by the parties hereto. 18. Anti- kicl-bacL No officer or ernplo}gee of the City, having the power or duty to perform an of 56a] act or action related to this Agreement shall have or acquire. any interest in this Agreement, or have solicited, accepted or {,ranted a present or future gift, Favor, service or other thing of value from any person with an interest in this Agreement. CTacummisnFidS-11iu VI,IT,,w% m;11 Set,iu;;s'rewpuiaTy3ulYniK1Pile:�OiX10,%(itrTmI,NTR)RPRO FI3SSION 11.S1,RVI('I,S.clm Page 4 Cil WITNESS I -1E OF, the pareies have exceuted this Agreement this ay of i 2003. CITY OF SPgkA'NE V LEY Levlraltos — City Manager A' T. I lz:�� M�c4z� Ruth'Muller — City Clerk WELCH CO & ASSOOLATES, INC. La �. 1 Coir _ P_E,- — President APPROVED AS TO FORM: r ,x z — City Rome} C;ti174eUrnoN5 . $e in } heSpnLl�1E $e11e13gsk'I'cmpM1ry [nlemet I ilcs}+C]LK$51,t[,RqIeM& V'I` I C}ft : J,tl_ $FK VICEi ;,dre Page 51 Exhibit A ENGINEER's Services This is EXHIBIT A, consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Ono? 3 ENGINEER's Services Article I of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and Additional Services as set forth below. PART i - BASIC SERVICES A1.01 Consulting City Engineer Services ENGINEER shall perform consulting engineering services relative to the performance of duties of Consulting City Engineer, as directed by the OWNER including but not limited to the tasks outlined below: A. Construrtion Plan Review. Review subdivision and site improvement plans and specifications for compliance with City adopted standards. Review applications for roadway approaches, utility construction permits and traffic impacts. Assist City to determine that bonds, insurance certificates and record drawings are submitted and filed for construction within City right's -of -way. B. Subdivision Review. 1. Review preliminary plats for compliance with subdivision ordinance, utility needs, transportation impacts, make recommendations to Planning Director and City Council. 2. Review final plats for survey completeness and compliance with Washington codes; provide written recommendations for approval. 3. Sign -off plat mylars as City Engineer when required. 4. Review performance bonding and warranty requirements. C. Construction Quality Review. Provide assistance to the City Staff as requested and directed by OWNER, including the following tasks: 1. Planning and Construction meetings. 2. Construction observation. 3. Review of testing and quality assurance documents. D. Miscellaneous Technical Assistance Perforated at the Direction of the City. 1. Maintain and update CAD and GIS maps of the City of Spokane Valley. 2. Review annexation requests and legal descriptions. 3. Technical assistance to Administration, Building and Planning Department. 4. Assistance in seeking funding for public works projects. ;. Represent OWNER at technical meetings. 6. Attend City Council and Planning meetings as directed by OWNER. 7. Assist in master planning. 8. Comprehensive and growth management plan assistance. 9. Other professional services as directed by the OWNER. E. Special Projects. ENGINEER shall provide professional engineering study/report, design, bidding, and construction phase services for phased public works projects at the direction of the OWNER. Authorization for phased projects shall be in the form of an addendum to this Agreement. Addenda shall describe project scope, ENGINEER's services, OWNER's responsibilities, and payments to ENGINEER for services rendered. Page 1 of 1 (Exhibit A - ENGINEER's Services) DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Appendix 1 to Exhibit C / Standard Hourly Rates and Reimbursable Expenses Schedule" 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. Y il TASK ORDER NO. ITY OF SPOKANE VALLEY PROFESSIONAL R I E S AUTHORIZATION TO: WELCH, COMER & ASSOCIA'T'ES, INC. FROM, CITY OF SPOKANIPA, VALLEY DATE SUBJECT- PROPOSED IJE T: PROPOSED SCOPE OF WORKL SPECIAL CONDITIONS: ESTE TED COST: PROPOSED COMPLETION DATE: PREPARED BY: Welch, Comer & Associates, Inc_ By= Name. Date: AUTHORIZED BY: City of Spokane Valley BY _ Na -me: Date: Comer & Associates, Inc_ 03127103