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18-204.00 David Evans & Assoc: On-Call Traffic Engineering Svcs Contract No.18-204 AGREEMENT FOR PROFESSIONAL SERVICES David Evans and Associates,Inc. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter"City"and David Evans and Associates, Inc., 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 which fail to meet the standard of care 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 services failing to meet the standard of care 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 Agreement for Professional Services(with professional liability coverage) Page 1 of 7 Contract No. 18-204 shall complete its work by December 31, 2019 unless the time for performance is extended in writing by the Parties. 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 IO 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 B. 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: David Evans and Associates Phone: (509)720-5000 Phone:(509)232-8695 Address: 10210 East Sprague Avenue Address:908 N. Howard Street Spokane Valley,WA 99206 Spokane, WA 99201 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 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 Agreement for Professional Services(with professional liability coverage) Page 2 of 7 Contract No. 18-204 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 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 upon compensation to the Consultant. 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. I I.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 Agreement for Professional Services(with professional liability coverage) Page 3 of 7 Contract No. 18-204 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. 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 no less than$1,000,000 per accident and aggregate. 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. 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 policies are to contain,or be endorsed to contain,the following provisions for automobile 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:VII. Agreement for Professional Services(with professional liability coverage) Page 4 of 7 Contract No. 18-204 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, commercial general liability and automobile liability policy, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies ofinsurance 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, reasonable attorney's fees, costs of litigation, expenses, injuries, and damages to the extent 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. 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 ofthis 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. Agreement for Professional Services(with professional liability coverage) Page 5 of7 Contract No. 18-204 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 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 actor 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. Scope of Services B. Fee proposal - - C. Insurance Certificates Agreement for Professional Services(with professional liability coverage) Page 6 of 7 Contract No.18-204 The Parties have executed this Agreement this gday of CP 0,1 ,20 le CI'1'y OF SPOI(ANEVALLEY Consultant: e/� Mark Calhoun,City Manager By: t a qty 18 Its: Authorized Representative ATTEST- . , , � CC Bainbridge,City Clerk: -- APPRO t AS TO FORM: 7- Offr of the s a. tomey Agreement for Professional Services(with professional liability coverage) Page 7 of 7 —Exhibit A— Scope of Services Consultant staff will be provided to the City for performing the following duties: ❑ Building Synchro files and running analyses ❑ Operational analysis for requested changes to signalized and unsignalized intersection control ❑ Analysis of signal mastarm loading ❑ Coordination and collection of intersection traffic counts(counted by DEA staff or through a subcontractor) ❑ Organizing citizen requests, data entry and initial determination of follow-up requirements/needs ❑ VISSIM micro-simulation development and analysis ❑ Drafting of signing/striping plans,signal plans,and traffic control plans in AutoCAD ❑ Additional drafting as needed ❑ Preparing final reports on effectiveness of improvements for grant purposes ❑ Completion of speed studies,signal warrants,or other traffic-related evaluations.. ❑ Land surveying services ❑ Preparing technical memorandums and documents ❑ Other services as needed and directed by the City Using the charge rates shown in Exhibit B, DEA will charge the City on a time and materials basis up to a not-to-exceed amount of$50,000. DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the 2 page(s) entitled "Exhibit B — Fee Schedule" of a contract document which sets forth the rates charged by the contracting entity. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 720-5000 or visit our website at www.spokanevalley.org to complete a Public Record Request to receive a copy of this record. ,0 DATE IM W00rvYYY1 a�o CERTIFICATE OF LIABILITY INSURANCE 12/1/2019 11/13/2018 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(les)must have ADDITIONAL INSURED provisions or 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 Lockton Companies CONT 444 W.47th Street,Suite 900 PHONE • ac Ne: Kansas City MO 64112-1906 E-MAiL (816)960-9000 ADDRESS: • INSURER(S)AFFORDING COVERAGE NAICM INSURER A:Zurich American Insurance Company 16535 INSUREDDAVID EVANS AND ASSOCIATES,INC. INSURER B:Continental Casualty Company 20443 1332581 2100 SW RIVER PARKWAY INSURER c: PORTLAND OR 97201 INSURER o: INSURER E: INSURER F: COVERAGES DEAINOI CERTIFICATE NUMBER: 13305602 REVISION NUMBER: XXXXXXX 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. ADDL SUER POLICY EFF POLICY EXP MTSR" TYPE OF INSURANCE INSDI WVD POLICY NUMBER IMMIDDIYYYYI IMMIDDNYYY) LIMITS A X COMMERCIAL GENERALLIABIUTY Y N GL09830389 12/1/2018 12/1/2019- EACH OCCURRENCE $ $1,000,000 E TO CLAMS-MADE X OCCUR PREMSES((EaENTED awuurrence, $ $300,000 MED EXP(Any one person) $ $10000 PERSONAL If ADV INJURY $ $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S $2,000,000 POLICY JEOT LOC PRODUCTS•COMP/OP AGG $ $2,000,000 OTHER: MBa A AUTOMOBILE LrrY N N BAP9830390 12/12018 12/1/2019 lseemdeo SINGLE LIMIT s $1,000,000 XANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S XXXXXXX X HIRED X AUTOS NLY (Per a ideot) GE 5 XXXXXXX AUTOS ONLY AVTOS ONLY — SXXXXXXX UMBRELLA LNB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX — EXCESS LIAR CLAIMS-MADE AGGREGATE $ XXXXXXX OED RETENTIONS S XXXXXXX WORKERS COMPENSATIONPER OTH- A AND EMPLOYERS'LIABILITY '1/N N WC 9336626 12/1/2018 12/1/2019 I STATUTE ER ANYPROPRIETOR/PARTNERIEXECUTIVE N/A E.L.EACH ACCIDENT S 1,000,000 (MendaRMEn XE1R EXCLUDED? N E.L.DISEASE-EA EMPLOYEE 5 1,000,000 If yes. e under E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below B PROFESSIONALN N AEH591924704 12/1/2018 12/1/2019 PER CLAIM$1,000,000 • LIABILITY ANNUAL AGGREGATE SI,000,000 DESCRIPTION OF OPERATIONS/LOCATORS I VEHICLES(ACORD 101,Additional Remark.Schedule,may be.attached IF more space is required) PROJECT:SPOKANE VALLEY TRAFFIC ON CALL.THE CITY IS AN ADDITIONAL INSUREDS AS RESPECTS TO GENERAL LIABILITY,THIS COVERAGE IS PRIMARY AND NON-CONTRIBUTORY AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION 13305602 CITY OF SPOKANE VALLEY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:CHRISTINE BAINBRIDGE TILE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10210 EAST SPRAGUE AVENUE ACCORDANCE WITH THE POLICY PROVISIONS. SPOKANE VALLEY WA 99206 AUTHORIZED REeREsvrtA I Al ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD