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11-018.00 Budinger & Assoc: Geotech Exploration & TestingAGREEMENT FOR PROFESSIONAL SERVICES Budinger & Associates THIS AGREEMENT 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 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 The City agrees to pay the Consultant an amount not to exceed $ 5,774.70 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 Agreement for Professional Services Page 1 of 5 � It- Oil 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 TO THE CONSULTANT Name: Christine Bainbridge, City Clerk Name: Budinger & Associates Phone Number: (509)921 -1000 Phone Number: (509) 535 -8841 Address: 11707 East Sprague Ave, Suite 106 Address: 1101 N. Fancher Rd. Spokane Valley, WA 99206 Spokane Valley, WA 99212 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: 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. Agreement for Professional Services Page 2 of 5 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. 4. Professional Liability insurance appropriate to the 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 $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 ANN. 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. Agreement for Professional Services Page 3 of 5 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 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 granted a present or future gift, favor, service or other thing of value from any person with an interest in this agreement. Agreement for Professional Services Page 4 of 5 C�77y 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 f 7 do V L) 1 2011. CITY OF SP ANE VALLEY: Mike Manager ATTES : i Christine Bainbridge, ity Clerk 1 day of Consultant: Owner Tax ID No. APPROVED AS TO FORM: Office of, he 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 Page 5 of 5 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The two pages entitled " Cost Estimate for Geotechnical Exploration & Testing Services contain 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. 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. 1 AcoRV* CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/02/2011 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(ies) 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 Phone: (360) 598 -3700 Fax: (360) 598 -3703 MICHAEL J. HALL & COMPANY HALL &COMPANY 19660 10TH AVENUE N.E. POULSBO WA 98370 CCOONNTACT Matthew Copus PHONE 360 598 -3700 FAX (360) 598 -3703 Ext : ( A/C No ) A/C No ADDR certificates @hallandcompany.com P RO PRODUCER CUSTOMER ID: 1854 INSURER(S) AFFORDING COVERAGE NAIC# EACH OCCURRENCE INSURED Budinger &Associates Inc INSURERA Beazley Insurance Company Inc 10040501 MED. EXP (Any one person) $ 1101 N Fancher Road INSURER B GEN'L AGGRE LIMIT APPLIES PER: POLICY PRO LOG JECT INSURER $ Spokane Valley WA 99212 $ INSURER D: AUTOMOBILE INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 129959 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 DEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD•L INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP (MMIDD LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE _]OCCUR EACH OCCURRENCE $ DAMAGE I RENTED PREMISES Ea occurence $ MED. EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGRE LIMIT APPLIES PER: POLICY PRO LOG JECT GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH TORY LIMITS $ E.L. ACH ACCIDENT . $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE- POLICY LIMIT $ A Professional Liability Claims Made FonmC Contractors Pollution Liability Included V15QZD100401 02/28/10 02/28/11 $1,000,000 Per Claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Project: Geotechnical Testing / 11th & Dickey Boring CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Dept 11707 E Sprague Ave Ste 106 AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 -6124 Attention: Matt ew L. COpu :ORD 25 (2009/09) C 1988 -2009 ACORD CORPORATION. All rights reserved. Tha ArnRD names and Inan ara ranistarad marks of ACORD r`Iian*!!• RZlnl RtimmnER ACORDTM CERTIFICATE OF LIABILITY INSURANCE D TE MM/DDnwY) 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(ies) 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 Payne Financial Group, Inc. Courtyard Office Center 827 W. First Avenue, Suite 225 Spokane, WA 99201 CONTACT NAME: PHONE FAX Ext : A/C, No): MIL L ADDRESS: rKUUULMK CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Continental Western GENERAL AGGREGATE Budinger & Associates, Inc 1101 N Fancher Rd INSURER B PRODUCTS - COMP /OP AGG $2,000,000 Spokane Valley, WA 99212 INSURER C: AUTOMOBILE INSURER D X INSURER E: CWP277729324 08/06/2010 INSURER F: (E COMBINED SINGLE a cciden t) LIMIT $1 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. LIY EFF EXP LTR A TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX OCCUR NSR X POLICY NUMBER CWP277729324 MM/DD 08106/2010 MM/DD 08/06/2011 LIMITS EACH OCCURRENCE $1,000,000 PREMISES Ea occurrence $300,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC PRODUCTS - COMP /OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X CWP277729324 08/06/2010 08/06/2011 (E COMBINED SINGLE a cciden t) LIMIT $1 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ( A MAGE Per accident $ X UMBRELLA LIAB EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y /N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER (Mandatory In NH) EXCLUDED9 If yes, describe under DESCRIPTION OF OPERATIONS below N/A CWP277729324 WA Stop Gap 08/06/2010 08/06/2011 T WC RY S LIMI OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) City of Spokane Valley, their agents, officers and employees are included in holder. Coverage applies on a primary non - contributory basis. 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. 11707 E Sprague Ave Ste 106 AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 •_ - , , _ _ „ ,, ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) 1 of 1 The ACORD name and logo are registered marks of ACORD #S600835/M594694 KG1 CWP 2777293 - 24 08/06/10 Pf9 08/13/ CG 20 10 07 04 THIS ENDORSEMNF CHANGES THE POLICY'. PLEASE READ IT CARE7ULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE .ame Of Additional Insured Person(s) or Organization(s): City of Spokane valley 11707 East Sprague Avenue Suite 106 Spokane Valley, WA 99206 Location(a) Of Covered Operations Any jobsite (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II - Wbo Io An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to lia- bility for "bodily injury.', "property damage or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the follow- ing additional exclusions apply: 1. This insurance does not apply to "bodily injury" or "property damage" occurring ? after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location. of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 Copyright, ISO Properties, inc., 2004 Page t