10-059.00 Northwest Signal Supply: Structural Analysis of Mast Arm PolesAGREEMENT FOR PROFESSIONAL SERVICES
Northwest Signal Supply, Inc.
On -call Consulting Services
Contract No. 10 -017
THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of
Washington, hereinafter "City" and Northwest Signal Supply, 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 The Consultant will 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 Work, 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 Work, stop work
and promptly cure any failure in performance under this agreement.
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 agreed upon personnel shall be made
without the written consent of the City.
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. Modifications The City may modify this agreement and order changes in the work
whenever necessary or advisable. The 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. 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. 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.
Either party may terminate this agreement by ten days written notice to the other party. In the
event of such termination, the City shall pay the Consultant for all work previously authorized and
satisfactorily performed prior to the termination date.
3. Compensation All work will be charged on a per task basis, per Exhibits A and B. The City
agrees to pay the Consultant up to a maximum of $ 20,000 as full compensation for
everything done under this agreement. If the City requests work which will exceed this amount, Consultant
will stop work immediately and notify the City. Consultant will not proceed with any work exceeding this
Agreement for Professional Services 10 -017 Page 1 of 5
amount without receiving an amendment to this contract.
4. Payment The Consultant shall be paid monthly upon presentation of an invoice to the City.
Applications for payment shall be sent to the City Clerk at the below stated address.
The 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 Work, City
Standards, City ordinances and federal or state standards.
Notice Notice shall be given in writing as follows:
TO THE CITY
Name: Christine Bainbridge, City Clerk
Phone Number: (509)921 -1000
Address: 11707 East Sprague Ave, Suite 106
Spokane Valley, WA 99206
TO THE CONSULTANT
Name: Daniel Emsile
Phone Number: 503- 635 -4351
Address: 12965 SW Herman Road
Tualatin, OR 97062
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 manner, method and means in which the
services are performed 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 its employees under this agreement and any
liability that may attach thereto.
8. Ownership of Documents All drawings, plans, specifications, and other related documents
prepared by the Consultant under this agreement are and shall be the property of the City, and may be subject
to disclosure pursuant to RCW 42.56 or other applicable public record laws.
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 The 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 the Consultant, its agents, representatives, or employees.
No Limitation. Consultant's maintenance of insurance as required by the agreement shall not be construed to
limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance Consultant shall obtain insurance of the types
described below:
Agreement for Professional Services 10 -017 Page 2 of 5
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. The City shall be
named as an insured under the 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.
Professional Liability insurance appropriate to the Consultant's profession.
its:
Minimum Amounts of Insurance Consultant shall maintain the following insurance
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. The Consultant's insurance coverage shall be primary insurance as respect
the City. Any insurance, self - insurance, or insurance pool coverage maintained by
the City shall be excess of the Consultant's insurance and shall not contribute with it.
2. Cancellation of Consultant's insurance shall be governed by either:
a. the policy shall be endorsed to state that coverage shall not be cancelled by
either party, except after thirty days prior written notice by certified mail,
return receipt requested, has been given to the City, or
b. the Consultant shall provide at least 30 days prior written notice by
certified mail, return receipt requested of a cancellation.
D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M.
Best rating of not less than ANII.
Agreement for Professional Services 10 -017
Page 3 of 5
E. Evidence of Coverage. 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 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 the City. The Consultant shall be
financially responsible for all pertinent deductibles, self - insured retentions, and/or self-
insurance.
11. Indemnification and Hold Harmless The Consultant shall defend, indemnify and hold the
City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorney fees, arising out of or in connection with the performance of this agreement,
except for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115
then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused
by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees,
and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW solely for the purposes of this
indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall
survive the expiration or termination of the agreement.
12. 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 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.
13. 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.
14. Subcontracts Except as otherwise provided herein, the Consultant shall not enter into
subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of
the City.
15. Confidentiality Consultant may, from time to time, receive information which is deemed by
the City to be confidential. Consultant shall not disclose such information without the express written consent
of the City or upon order of a Court of competent jurisdiction.
16. Jurisdiction and Venue This agreement is entered into in Spokane County, Washington.
Venue shall be in Spokane County, State of Washington.
17. Cost and Attorney's Fees In the event a lawsuit is brought with respect to this agreement,
the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court
as reasonable. Unless provided otherwise by statute, Consultant's attorney fees payable by the City shall not
Agreement for Professional Services 10 -017 Page 4 of 5
AV% C erns
t
exceed the total sum amount paid under this agreement. 13.
18. Entire Agreement This written agreement constitutes the entire and complete agreement
between the parties and supercedes any prior oral or written agreements. This agreement may not be changed,
modified or altered except in writing signed by the parties hereto.
19. Anti - kickback No officer or employee of the 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.
20. Business Registration Prior to commencement of work under this agreement, Consultant
shall register with the City as a business.
21. 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.
22. Exhibits Exhibits attached and incorporated into this agreement are:
1. Scope of services
2. Insurance Certificates
IN WITNESS WHEREOF, the parties have executed this agreement this v day of
2010.
KANE VALLEY: Consultant:
I �W' J
Acting City Manager Owner
Tax ID No. REPAMp
ATTEST: APPROVED AS TO FORM:
Christine Bainbridge, City r _ Office ' the City Attorney
This document contains confidential tax information and
has been redacted pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any
redacted or withheld documents pursuant to Spokane Valley
Municipal Code (SVMC) 2.75.080; and obtain judicial review
pursuant to RCW 42.56.550.
Agreement for Professional Services 10 -017 Page 5 of 5
Exhibit A
PROPOSAL
Prepared For: Ryan Kipp
Prepared By: Daniel Emslie PE/Northwest Signal Supply
Copies:
Date: 4/5/2010
Subject: On -Call Traffic Engineering Services
Northwest Signal Supply proposes to provide structural analysis services for the City of
Spokane Valley on an on -call basis. Structural analysis services will include pole calculations
to evaluate existing mast arm pole structures.
Northwest Signal Supply and is based in Tualatin, OR. The Project Engineer on all projects
will be Daniel Emslie, PE (WA License 45529, exp 11/28/2011).
Task 1: Analysis of Mast Arm Signal Poles
Spokane Valley has requested individual mast arm poles be analyzed to determine if their
current or proposed loading exceeds their design capacity. Drawings for the poles are non-
existent so it will be necessary to make field measurements of the critical structural elements,
including tubes, bolt, and plates. The poles shall be analyzed in accordance with the 1994
AASHTO Standard Specifications for Structural Supports. All field measurements will be
made by the City of Spokane Valley and shall be provided to Northwest Signal Supply.
Northwest Signal Supply will prepare an analysis report which will be sent to the city along
with a complete set of calculations. We propose to bill for our efforts on lump sum basis of
$500.00 per analysis.
Other Tasks
Northwest Signal Supply will be available for other tasks to be completed on a time and
materials basis. This contract for services is not to exceed the amount of $20,000.00.
Professional Services Proposal Page 1 of 1
NWS Traffic Engineering
A� ® DATE (MM /DDNYYY)
� CERTIFICATE OF LIABILITY INSURANCE 4/30/2010
PRODUCER (503) 293 -8325 FAX: (503) 293 -5418 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
JD Fulwiler & Co. Insurance, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
5727 SW Macadam Ave ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO Box 69508
Portland OR 97239 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER A: Liberty NW (Ohio) 24074
Northwest Signal Supply, Inc. IN SUR ER B:West American Insurance Co
12965 SW Herman Road INSURER C: Admiral Insurance Company
INSURER D:
Tualatin OR 97062 INSURER E:
envGOer_Gs
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 OFSUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
DD'L
D
NCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MM/
POLICY EXPIRATION
E MM /DD
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1
DAMA TO RENTED
PREMISES Ea occurrence)
$ 100,000
X COMMERCIAL GENERAL LIABILITY
MED EXP (Any one person)
$ 10,000
A
CLAIMS MADE X❑ OCCUR
B KO1150552307
3/1/2010
3/1/2011
PERSONAL & ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2
GENT AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP /OP AGG
$ 2 , 000,000
POLICY PRO X LOC
AUTOMOBILE
LIABILITY
ANY AUTO
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
X
BODILY INJURY
(Per person)
$
B
ALL OWNED AUTOS
SCHEDULED AUTOS
ELAW1150552307
3/1/2010
3/1/2011
X
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGG
EXCESS/ UMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR F_I CLAIMS MADE
AGGREGATE
$
$
DEDUCTIBLE
$
RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE
W.RY_LIMI CSTATU- OTH-
O E _
E.L. EACH ACCIDENT
$
OFFICER/MEMBER EXCLUDED? ❑
(Mandatory In NH)
E.L. DISEASE - EA EMPLOYE
$
E.L. DISEASE - POLICY LIMIT
1 $
If yes, describe under
SPECIAL PROVISIONS below
C
OTHER Professional Liab
E000000139012
3/1/2010
3/1/2011
Per Claim Limit $1,000,000
Annual Aggregate $1,000,000
$5, 000
DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS
City of Spokane Valley is hereby included as Additional Insured as their interests may appear, subject to policy
terms, conditions and exclusions *10 days notice of cancellation for non - payment of premium
GtK I Irl(:A 1 t_ MULUrK %,MN%/CLL/"% IVN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Spokane Valley DATE THEREOF, THE ISSUING INSURER WILL KKAVEIMMAIL 30* DAYS WRITTEN
11707 E Sprague Ave Ste 106 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Spokane Valley, WA 99206
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
AUTHORIZED REPRESENTATIVE C�
Dana Rheault /DANA < :"
ACORD 25 (2009/01) U 1988 -2009 ACORD GORPOKATION. All rignis reserved.
INS025 (200901) The ACORD name and logo are registered marks of ACORD
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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).
DISCLAIMER
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
INS025 (200901)
Pa tti McConville
From:
Sent:
To:
Cc:
Subject:
Attachments
Ryan Kipp, P.E.
Assistant Traffic Engineer
City of Spokane Valley
11707 E. Sprague Ave., Suite 106
Spokane Valley, WA
Ph: (509) 720 -5016
Fax: (509) 688 -0261
Ryan Kipp
Monday, May 03, 2010 10:26 AM
Patti McConville
Inga Note
FW: Northwest Signal Supply Contract
Form 043020101103. pdf
From: Daniel Emslie [ mailto :daniel.emslie @nwsignal.com]
Sent: Friday, April 30, 2010 11:24 AM
To: Ryan Kipp
Subject: RE: Northwest Signal Supply Contract
Ryan,
Sorry for the delay. We finally increased our insurance to meet the contract requirements. Please let me know if there
is anything else we can do.
Thank you,
Daniel Emslie, PE
General Manager, Structural Division
Northwest Signal
Manufacturers of Traffic Control Equipment, Software and Steel Poles
Leaders in Integrated Bus, Auto, Light Rail Systems
Tualatin, Oregon - USA
0:503- 635 -4351
D: 971 -224 -2620
E: daniel.emslie @nwsignal.com
www.nwsigna
1
I
ltarroy+np maonrty
From: Daniel Emslie
Sent: Monday, April 05, 2010 10:03 AM
To: 'Ryan Kipp'
Subject: RE: Northwest Signal Supply Contract
Rya n,
Attached is a revised scope of services. Let me know how the scope looks and if there needs to be any changes.
Thank you,
Daniel Emslie, PE
General Manager, Structural Division
Northwest Signal
Manufacturers of Traffic Control Equipment, Software and Steel Poles
Leaders in Integrated Bus, Auto, Light Rail Systems
Tualatin, Oregon - USA
0: 503 - 635 -4351
D: 971 - 224 -2620
E: daniel.emslie @nwsignal.com
www.nwsignal.com
North-west
Signal
.
oft-
From: Ryan Kipp [mailto:rkipp @spokanevalley.org]
Sent: Monday, April 05, 2010 7:18 AM
To: Daniel Emslie
Subject: Northwest Signal Supply Cotnract
Dan,
Attached is the contract for the pole analysis and an example of the scope of services from your previous contract. If
you agree to the terms please sign the contract and mail it to me along with the scope of services, fee schedule, and a
copy of your insurance certificate. If you have any changes to the contract please contact me and we can discuss them.
Thanks
Ryan Kipp, P.E.
Assistant Traffic Engineer
City of Spokane Valley
11707 E. Sprague Ave., Suite 106
Spokane Valley, WA
Ph: (509) 720 -5016
Fax: (509) 688 -0261
Patti McConville
From:
Patti McConville
Sent:
Tuesday, April 27, 2010 8:22 AM
To:
Inga Note
Cc:
Darla Arnold
Subject:
Northwest Signal Supply Contract
Good morning Inga.
I am following up on the contract for NWS. The insurance is not accurate, they need $2,000,000 general aggregate and
the certificate only indicates $1,000,000. Will you please have them make the changes and send you a new certificate?
will hold the contract until we have the updates. Thanks.
)vats 9110
Administrative Assistant
Office of the City Attorney
City of Spokane Valley
11707 East Sprague Avenue, Suite 103
Spokane Valley, WA 99206
509 - 688 -0235
Fax: 509 - 688 -0029
Confidentiality Notice The information contained in this email and any
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Proof of Coverage Search - Results
Proof of Coverage Search - Results
Employer: NORTHWEST SIGNAL SUPPLY INC
http: / /www4.cbs. state. or. us /ex/wcd/cov/ index.cfm ?fuseaction = list.results
12965 SW HERMAN RD
TUALATIN, OR 97062
Coverage Effective Policy Information
Insurer: SAIF CORPORATION
Policy #: A370560154 Policy Status: ACTIVE
10/01/2009 to 10/01/2010 Policy Holder: NORTHWEST SIGNAL SUPPLY INC
Claims Processing Information
Coverage Effective Policy Information
Insurer: SAIF CORPORATION
Policy #: A370560152 Policy Status: EXPIRED
10/01/2008 to 10/01/2009 Policy Holder: NORTHWEST SIGNAL SUPPLY INC
Claims Processing Information
Coverage Effective Policy Information
Insurer: SAIF CORPORATION
Policy #: A370560150 Policy Status: EXPIRED
10/01/2007 to 10/01/2008 Policy Holder: NORTHWEST SIGNAL SUPPLY INC
Claims Processing Information
Coverage Effective Policy Information
Insurer: SAIF CORPORATION
Policy #: A370560148 Policy Status: EXPIRED
10/01/2006 to 10/01/2007 Policy Holder: NORTHWEST SIGNAL SUPPLY INC
Claims Processing Information
Return to the search page Request Coverage Search Assistance
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