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06-007.00 JUB Engineers: On Call Traffic EngineeringAGREEMENT FOR PROFIH.SSI.OiNA.L SERVICES J -U -B Engineers, inc. THIS ACREEivtENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and J -U -B Engineers, 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 Cite 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 wider this agreement. 13. 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 fiuniliar 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. M_Qdifications. 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 t:he 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 (10) days written notice to the other party. hi 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 material basis in accordance with the attached fee schedule as full compensation for everything done under this Agreement, not to exceed $40,000. The City shall reimburse the Consultant for photocopying, postage, graphic reproduction at actual cost and will pay for authorized travel (excluding travel to the City to attend meetings, presentations, or otherwise perform the services herein) at a rate of $.445 per mile. Agreement for Professional Services Page 1 of 4 C06 -07 4. Payment. The Con5ultant 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 CrTY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: David J. Kliewer, P.E. Phone Number: (509)921 -1000 Phone Number: (509) 458 -3727 Address: 11707 East Sprague Ave, Suite 106 Address: West 422 Riverside; Suite 722 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, 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, and may be subject to disclosure pursuant to RCW 42.17 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. 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 51,000,000.00; 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, employees and agents are additional insureds but only with respect to the Consultant's services to be Agreement for Professional Services Pagc 2 of 4 provided under the contract; C. Automobile Liability Insurance with a combined single limit, or the 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 insurers) 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) clay 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 injuries, death or damage to any person or property arising or resulting from any negligent 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. A Il 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 parry 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 die responsibi I ities of this agreement or the benefits received hereunder without first obtainingthe 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 %vritten 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 Contract is entered into in Spokane County, Washington. Agrcement for Professional Services Page 3 of 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. 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 TNESS WHEREOF, the parties have executed this Agreement this day of , 2006. CITY OF-SPOKANE VALLEY: id Mercier, City a ager A' Consultant: J —U —B ENGINEERS, Inc. Spokane anager Tax ID N . _ _ EEDAcTEI) APPROVED AS TO FORM: Bainbridge, City Clerk f Office f the City Attorney This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. Agreement for Professi You may petition for a review of our findings pertaining to any Page 4of4 redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit A Scope of Work On Call Traffic Engineering Support Services A. General Scope of Work The work under this AGREEMENT shall consist of performing services related to On -Call Traffic Engineering tasks as herein defined and necessary to accomplish individuals tasks ( "task order ") issued by the CITY. The CONSULTANT shall furnish all services and labor necessary to accomplish these tasks, and shall provide all materials, supplies, equipment and incidentals except as designated elsewhere in the AGREEMENT, necessary to prepare and deliver to CITY the related traffic engineering support services. Each Task Order will be performed on a time and materials basis by the CONSULTANT. Each Task Order will be identified with a clear scope and a start and completion date. The terms of the Task Order cannot be modified without written approval from the CITY and CONSULTANT. Any work performed outside of the terms and conditions of the Task Order will not be considered for reimbursement. The CITY is not obligated to assigned any specific number of tasks to the CONSULTANT, and the CITY'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. The CITY may require the CONSULTANT to perform all work on a project, or provide individuals to supplement existing CITY teams. Task orders may include, but are not limited to: A.1 Example Task Orders 1. Recalculate flashing "Don't Walk" times for all 74 signals to be in compliance with new MUTCD guidelines. 2. Build or review Synchro models for use in retiming signals. Exhibit A Page 1 of 3 3. Review development projects from last year, determine where we've planned local street extensions, and then develop a city -wide map of logical local street extensions for review by planning and engineering staff. 4. Help with various signal warrant, HCS, Synchro, VISSIM type analyses for capital projects. 5. Develop plan for striping new bike lanes to match comprehensive plan. 6. Review collision database and diagrams as needed to check collision patterns, calculate rates. 7. Field visits to investigate citizen's request for new signs, striping, etc. 8. Draft response letters to citizen request for stop signs, speed signs, etc. 9. Assist with drafting ordinance revisions to address speed limit changes, new no parking zones, etc. 10. Set up and download data from traffic counters. B. Meeting Requirements The CONSULTANT shall attend weekly project meetings with CITY staff as required in order to discuss project tasks requirements, schedules, etc. C. Additional Traffic Engineering Related Services CONSULTANT may be asked from time to time to perform tasks beyond the list above and those shall be referred to as MISCELLANEOUS TRAFFIC ENGINEERING TASKS. Exhibit A Page 2 of 3 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "D. Hourly Rates" contains 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. • 02- 15 -06: 11 :.25APA: x 2/ 3 �� l OP ID RI ACORD CERTIFICATE �F LIABILITY INSURAN( J(JBLN -1 DATE(MMfODfYYYY) 02/15/06 PRODUCER Tho Hartwell Corporation - Cal PO box 400 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. ANY REQUIREMENT, T11W, OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT V.TrH RESPECT TO WMCH THIS CERTIFICATE MAY BE ISSUED OR Caldwell ID 83606 phone: 208 - 459 -X678 INSURERS AFFORDING COVERAGE NAIC0 INSURED wsURRRA: r'ireman's Fund Ina Co INSURER E_ Liberty Ynsurance (A XV) LIMITS INS1ntEIC: S 1 000,000 .7- -B Enyineera, Inc. 250 S Bee hwood Ave, Suite 201 Boise ID 3709 • WsUnERD: 3100 000 IvSVAER E: NEO EXP (Anyone 00190n) LVVCftM VCo THE POLICI'cS OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABO'r FOR THE POLICY PERIOD INDICATED, NOTVATHSTANDI110 ANY REQUIREMENT, T11W, OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT V.TrH RESPECT TO WMCH THIS CERTIFICATE MAY BE ISSUED OR MAY PEATAIN• T HE 114SURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONOITIO::S OF SUCH POLICIES, ArORE ATE LINUTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLALMS.' LTA N9Ad 7YPfiOFIN9URANCf POLICY NUMBER OAT£ IL!A'MD/YV DA E M.'.11DOMYY LIMITS EACH OCCURRENCE S 1 000,000 GENERAL LInfiILITY A X COh1atERCIAL GENERAL LIABILITY MZ X8 O H 4 612 0 08/01/05 08/01/06 IAGb-TO'W I Ev PREw415E6 (Eo ounaeneo 3100 000 CLAINIS MAOG X OCCUR NEO EXP (Anyone 00190n) S 10,000 I 1 PERSOVAL 6ADV INJURY s 1,000,000 I CEICERALAGGREGATE s2,000,000 GENLAGLRVC.ATELDUTAPPLIESPER: PRODUCTG•C0.vp10PAGG 32 000 000 PouCV pe c LOC AUTOMOBILB LIAUILITY COMBINED SINGLE LmIT 31,000,000 A X ANY AUTO MZX90846120 08/01/05 08/01/06 (Eaao4derO BODILY INJURY s ALL OWNED AUTOS {Pe: Person) — SCHEOULED AUTOS BODILY INJURY $ HIRED AUTOS {Pet eeti0eal) NON -O V.TJED AUTOS PROPERTY DAMAGE G (Pur a«feent) OARAGE LLAWLITY AUTO ONLY. EAACCIOEIT 1 5 OTHERTIIAN EAACC 5 Any AUTO 5 AUTO ONLY: AGG EACE93JDM0nELLA LIABILITY EACH OCCURRENCE S 4 , OOO OOO AGGREGATE s X OCCUR ❑CLAIMSMADE XAu00076813799 08/01/05 08/01/06 S 5 DEDLICTIBLE s X RETVITION $10,000 V,ORKFRG COMPENSATION AND X I TORY LINKS ER K.L. EACH ACCfDI:NT 31000000 A C,%1PI.OYERS'LIABILITY WZC80933483 08/01/05 08/01/06 ANY PCOPRIETORlPARTNERIEXECUTIVE OFFICEWMEMBER EACLUDED7 E.L. DISEASE - EA DIPLOYEF. $1000000 E,1•DISEA5F_- PO:I:Y LIMIT S 100 Q'000 Ify s. oosctloo unCar SP ECIAL PROVISIONS batiw OTHER 13 Professional Liab. AEL197131 -0105 I 04/02/05 04/02/06 I Ea. Claim $5,000,000 $100,000 Deduct. Ann. A q. $5,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS! VEHICLES I EXCLUSIONS ADDED HY I:NDURSEMFWTI SPECIAL PROVISIONS �i7�riIIdlJ.�iJ!i�I�HClS �L•7►1R3�I!_7I Plc CITSP02 SHOULD ANY OF THE ABOVE! DESCRIBED POLICIES CE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE 155VING IIISURER VALL ENDEAVOR TO MAIL 30 UAY'.i WRITTEN City of Spokane NOTICE TO THE CERTII7CATE HOLDER NAMED TO T11E LEFT, BUT FAILURP• TO DO SO SHALL Carolyn George InsPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR 11701. E. Sprague Ave, Ste 106 R lraSpok ane WA 99206 A ?1160 D REPR 4EN7A_Ty`VE ACORD 25 ( 2001108) W ^"" "" - 02- 15N- 06:I1,25.AM: 3/ 3 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 The Certificate of Insurance on the reverse side of this form 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. ACURD 25 (2001108)