17-179.00 Peplinski Excavation: On-Call Road Graders for Snow Removal AGREEMENT FOR PROFESSIONAL SERVICES
Peplinski Excavation
On Call Road Graders for Snow Removal
2017-2018 Snow Season
Contract# 17-179
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington, hereinafter "City" and Peplinski Excavation, 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 Scope of Services, attached as Exhibit A.
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. 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 for the
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 shall accept modifications when ordered in writing by the City
Manager or designee, so long as the additional work is within the scope of Consultant's area of
practice. 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 April 30,2018.
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Either Party may terminate this Agreement for material breach after providing the other Party with at least 10
days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for
any reason by 10 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 an agreed upon hourly rate up to a maximum amount of
$50,000 as full compensation for everything done under this Agreement,as set forth in Exhibit A. 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 for that portion of the work(if any)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: Peplinski Excavation
Phone: (509)720-5000 Phone: 509-226-5150
Address: 10210 East Sprague Avenue Address: 8919 N Omnd Ct.
Spokane Valley, WA 99206 Newman Lake, WA 99025
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 services shall conform
to all federal, state, and local statutes and regulations.
7. Certification Regarding 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 of 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
statutes 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 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
Contract# 17-179 Peplinski Excavation
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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 and agreed 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 chapter 42.56 RCW 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,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.
2. Commercial general liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent
contractors and personal injury,and advertising injury. City shall be named as an additional
insured under Consultant's commercial general liability insurance policy with respect to the
work performed for the City using an additional insured endorsement at least as broad as ISO
CG 20 26.
3.Workers' compensation coverage as required by the industrial insurance laws of the State
of Washington.
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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 no less than$1,000,000 per accident.
2.Commercial general liability insurance shall be written with limits no less than$1,000,000
for each occurrence, and$2,000,000 for general aggregate.
C. Other Insurance Provisions. The 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 the 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.
3.If Consultant maintains higher insurance limits than the minimums shown above,City shall
be insured for the full available limits of commercial general and excess or umbrella liability
maintained by Consultant, irrespective of whether such limits maintained by Consultant are
greater than those required by this Agreement or whether any certificate of insurance
furnished to the City evidences limits of liability lower than those maintained by Consultant.
4. Failure on the part of Consultant to maintain the insurance as required shall constitute a
material breach of the Agreement,upon which the City may,after giving at least five business
days'notice to Consultant to correct the breach,immediately terminate the Agreement,or at
its sole discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to City on demand, or at the
sole discretion of the City, offset against funds due Consultant from the City.
D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of
not less than A:Vll.
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,which shall be Exhibit C. The certificate shall specify all of the parties
who are additional insureds,and shall 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,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.
Contract# 17-179 Peplinski Excavation
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Consultant's duty to defend,indemnify,and hold City harmless 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
pursuant to RCW 4.24.115.
Consultant's duty to defend,indemnify,and hold City harmless 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,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. A waiver in one instance
shall not 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 prior 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 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
Contract# 17-179 Peplinski Excavation
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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. Consultant shall register with the City as a business prior to commencement of
work under this Agreement if it has not already done so.
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:
A. Equipment and Pricing
B. Insurance Certificates
1
The Parties have executed this Agreement this Z1 Sday of ))2cepv,.,,,, ,or ,20_17
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Y OF SPOKANE VALLEY Consultant: Peplinski Excavation
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Mark Calhoun,City Manager By:
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istine Bainbridge, City Clerk: irri—
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APPROVED AS T FORM:/�,,p
Office of e City ey
Contract# 17-179 Peplinski Excavation
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ATTACHMENT"A"
EQUIPMENT AND PRICING
2017-2018 SNOW SEASON
ON-CALL ROAD GRADERS FOR SNOW REMOVAL
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Signature ef21-44/
Date: I a--ae-0
ROAD GRADER EQUIPMENT DESCRIPTION MODEL QUANTITY RATE PER HOUR
(all equipment rates to include operator labor) YEAR AVAILABLE
(2R Lo,9 �- >Jo cs,/car and c-!• ( 1 if:d o
ANY OTHER CHARGES
(if not included in above rates, such as travel
time)
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Dec. 20. 2017 8:59AM Wheat & Associates Insurance No. 4444pL1-P. 1 OPID:PM
ACc LY CERTIFICATE OF LIABILITY INSURANCE pATE(MMIODIYYYY)
_ 12i20/2017
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(fes)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 CONTACT 7.-ac Wheat
Wheat&Associates Insurance !aor,,.pdh 508-922-2937 FAX rein
NO 508-9224!03
P.O.Box 3648 E.rMIL
Spokane,WA 98220.3548 ADDSLzacepaheatlnsurance.com _
Zac Wheat
INSURER(S)AFFORDING COVERAGE NaIC e
INSURER A:C(ncinnatiInsurance Co 10677 _
INSURED PeplfnsktConstruction,LLC INSURER E: —
Peplinskl Excavation,Inc. INSURER c:
8919 N Ormond Ct
Newman Lake,WA 99028 INSURER D:
INSURER E:
INSURER P:
COVERAGES CERTIFICATE NUMBER; 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.
I n• D ICY EFF POLI E''
/LTR TYPE OF INSURANCE MED WVO POLICY NUMBER MIDINYYY MMIDDIYYY LIMITS
A X COMMERCIALGENERALUABIUY EACH OCCURRENCE $ 1,000,000
CLANG-MADE Q OCCUR Y EPP 0238748 0310912017 03/09/2018 p' IBES gE" game) s 500,000
MED EXP(Any one person) S 10,001
PERSONAL&ADV INJURY $ 1,000,00 I
LJ
GEN'LAGGREGATE LIMIT APPP''UIE")SPER: GENERAL AGGREGATE 5 2,000,0011
R.POLICY jERCOT� LOC PRODUCTS-COMPIOPAGG d 2,000,001
OTHER: $
—~AUTOMOBILE LIABILITY /r OMBIBI1Na DnSINGLE LIMIT S 1,000,000
A X ANyAUTO _ ERA 0238748 . 0310812017 03109/2018 sow'INJURY(Per sums) S
— ALL OWNED SCHEDULED BODILY INJURY Ter accIdenl) $
H R 0 AUTOS AUT
PROPERTY DAMAGE $
AUTOS (Par accident]
S
X UMBRELLA LUID X OCCUR EACH OCCURRENCE $ 1,000,001
A BkCE88 LIAR MANMADE EPP 0238748 03109/2017 03/09/2018 AGGREGATE $
DED I X I RETENTIONS 0 5
WORKERS COMPENSATIONOTH-
AND EMPLOYBRB'LIABILITY STATUTE I x I Eg
A ANYPROPRIETORIPARTNERIEXECUTIVE YQ N/A
(Mandatory In NH) •
EPP 0238748 03/0912017 03/09/2018 E.L.EACHACCIDENT - $ 4,000,001
OFFICER/MEMEER WA STOP GAP E.L.DISEASE-EA EMPLOYEE $ 1.000,001
(Mand
user,deectiibe under2,000,000
DESCRIPTION OF OPERATIONS below E.L.OIBEASE-POLICY LIMIT_S
DB8CRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 101,Additional RaMatl(9 Schedule,may De Oohed If mote epee Is requtrod)
Certificate Holder is included as an Additional Insured,but only if
required by written contract or written agreement,as per endorsement GA
233;in respect to the operations of the named insured performed on their
behalf.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS.
10210 E Sprague Ave
Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE
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