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05-053.00 Budinger & Associates: Geotechnical ServicesAGREEMF,NT FOR SERVICES Budinger & Associates THIS AGREEM "ENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Budinger & Associates hereinafter "Consultant," jointly referred to as "parties." IN CONSiDERA'I lON 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 for Geotechnical Consulting Services, dated June 17, 2005. 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 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 the full compensation arnount has been expended or up to a term of two years. If the full compensation amount has not been expended by the end of the two year term the City reserves the right to extend the contract duration on a yearly basis up to two additional years. Either party may terminate this Agreement by ten (10) 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. The City agrees to pay the Consultant on a time and materials basis for services provided to complete negotiated task orders as described in Exhibit 1 (Scope of Services) with Agreement for Professional Smic s Page 1 of h ens - s3 compensation based on Exhibit 2 (Hourly rate schedule), up to $50,000.00 during a 2 year period as full compensation for everything done under this agreement. 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. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Kyle L. Sanford, Manager Phone Number: (509)921 -1000 Phone Number: 509 - 535 -8841 Address: 11707 East Sprague Ave, Suite 106 Address: 3820 E. Broadway Ave. Spokane Valley, WA 99206 Spokane, WA 99202 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 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. 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 RCW 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 $1,000,000.00; B. General Liability Insurance on an occurrence basis with a combined single limit of not less than $1,000,000.00 each occurrence for 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, Agreement for Professional Services Page 2 of 4 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, oththe equivalent, or not less than $1,000,000.00 each accident for bodily injury and property damage, including coverage for owned, hired or non -owned 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 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 insureds, and will include applicable policy endorsements, the thirty (30) day cancellation clause, 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. Each party shall indemnify and hold the other, its officers, employees, agents and volunteers harmless from and against any and all claims, demands, orders, decrees or judgments for i.njurics, death or damage to any person or property arising or resulting from any act or omission on the part of said party or its agents, employees or volunteers in the performance of this 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 written approval of 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 consent of the City or upon order of a Court of competent jurisdiction. Agreement for Professional Services Page 3 of 4 16. Jurisdiction and Venue. This Contract 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 exceed the total sum amount paid under this agreement. 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 panted 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: Exhibit 1 Scope of services for Geotechnical Consulting Services, dated June 17, 2005 Exhibit 2 Unit Cost for Gcotechnical Exploration & Engineering, dated June 17, 2005 IN WITNESS WHEREOF, the parties have executed this Agreement thisn2RIay of June, 2005. CITY OF SPOKANE VALLEY: City Manager A Clerk Consultant: � ncr o. APPROVED AS TO FORM: City Atto�(ey Agreement for Professional Services Page 4 of 4 S 611a-ne ,;oOValley June 17, 2005 11707 E Sprague Ave Suite 106 ♦ Spokane Valley WA 99206 509.921.1000 ♦ Fax: 509.921.1008 ♦ cityhallQspokanevalley.org Exhibit 1 Scope of Services for Geotechnical Consulting Services This work will consist of various task. orders to be prepared and negotiated individually. Task orders are anticipated to include but not be limited to providing asphalt Cores, exploratory drilling, pavement design, materials testing, laboratory services, technical reports and recommendations, reimbursable project costs. Upcoming projects that may require Geotechnical Consulting Services under this agreement include, but are not limited to: 8'h /Avenue Reconstruction, Harr to University Dishman -Mica Rehabilitation Project Broadway Avenue Rehabilitation Project Street Pavement Preservation Program Argonne Road Rehabilitation Project DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The two pages entitled "Exhibit 2 / Unit Cost for Geotechnical Exploration & Engineering" contains confidential cost and rate data are are 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. 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. AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES Budinger & Associates Geotechnical Services Contract No. 05 -007 THIS AMENDMENT No. 1 is made to the Agreement for Services dated June 28, 2005 by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Budinger & Associates, hereinafter "Consultant" and jointly referred to as "parties." Pursuant to Section 2 of the Agreement, the parties hereby agree to extend the contract date for an additional two (2) years. A summary of the modification is as follows: Original Contract Term Date June 28, 2007 Amendment Term Date December 31, 2008 The remainder of the Agreement will remain unchanged by this Amendment. IN WITNESS WHEREOF, the parties have executed this Agreement this 104U /r day of October, 2007. CITY OF SPOKANE VALLEY: David Mercier, City anager ATTEST: Christine Bainbridge, City Clerk Consultant: Budinger & Associates Owne Tax&VNqd REDACTED — APPROVED AS TO FORM: Office of the City Attorne 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.