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07-005.00 Thomas Dean & Hoskins: Old Senior Center Structural & Geotech Svcs Ph 1AGREEMT —N T FOR PROFESSIOi —L SE R V ICES TInoinas, Dean & Hoskins, Inc. Phase I Structural and Oeoteehnical Engineering Services - Old Senior Center Contract 007 -005 THIS AGREE, ENT is made by and between the City of Spokane Valley, acode City of the State of Washington, hereinafter ;'City'" and * hereinafter "Consultants" jointly referred to as `°parties." JN CONSTD-ERA T QN of the terms and conditions contained herein the parties agree as follows- 1- Work to He 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 sha11 adminisler axed be the primary contact for Consultant- Prinr to commencement of work, Consultant shall contact the City Manager or designee to rckview the Scope of Work, schedule and date of completion. Upon notice from the City Manager or desigmec, 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 goalifcazions 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 servjcces 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 I 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 mod if7 cation s 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 ConsuItant shall make such revisions in the work as tut: necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. . Ttrm of Contract. This agreement 9ha] I be in fuII force and effect upon execution and shall remain in effect until completion of a1] contractual requirements has been met. Either party may terminate this agreement by ten (10) days written notice to the otlier 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- Compeasatiou. The City agrees to pay the Consultant on a cost plus fixed fee basis fora total ardour( not to exceed $21.600 as full compensation for everything done under this agreement. A Management Rcscrve Fund of $23 160 (10 ) is hereby established to covet additional work that may be outside the attached scope of %vork. Prior written authorization is required from the City before work utilizing the'Management }grccmew for Proicssional Scrvicxs Page 1 of 5 e- 0 -? -0,1-- Reserve Fund is begun. 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: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Thomas, Dean & Hoskins, Inc. Phone Number: (509)921 -1000 Phone Number: (509)622 -2888 Address: 11707 East Sprague Ave, Suite 106 Address: 303 East Second Avenue, Spokane, Spokane Valley, WA 99206 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 (electron.ic versions included) 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 Pape 2 of 5 I . 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 RTitten 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 51 ;000,000 policy aggregate limit. C. _Other_In_surance_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. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than AND. E. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. 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 Agrecmcnt for Professional Scrvion Page 3 of 5 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. 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 resulting from the acts, errors or omissions of the Consultant in performance of this agreement; except for injuries and damages caused by the sole negligence of the City. 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 Washinbnon. 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 Aj!reement. 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 Agreement for Professional Services Page 4 of 5 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 d WITNESS WHEREOF, the parties have executed this agreement this ��`— day of 52007. CITY OF SPO VALLEY: David Mercier, City Manager ATTEST: r' istine Bainbridge, City Clerk Consultant: I Tax RE ID Tax No. APPROVED AS TO FORM: Office of lie City AtiWmey 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 EXHIBIT A - SCOPE OF SERVICES Engineering Services - Old Senior Center City of Spokane Valley, Washington SCOPE OF SERVICES The objective of this Agreement is to provide for the necessary engineering services to assess possible causes of and mitigation for building settlement at the Senior Center Building located at the northeast corner of the intersection of Mission Avenue and Bowdish Road in Spokane Valley, Washington. This building is currently vacant and the City of Spokane Valley, hereinafter referred to as the "Agency" is considering the viability of repairing the existing structure versus demolition and replacement with a new building. Thomas, Dean & Hoskins, Inc. hereinafter referred to as the "Consultant", will utilize existing building drawings and an existing geotechnical evaluation prepared in 1996 by Gifford Consultants, Inc. (GCI). Additional mapping, geotechnical, and structural engineering will be performed as described herein. The scope of engineering services shall include those items listed below and as further detailed in Attachment A -1. The Agency is executing this Agreement for Phase 1 services only, but reserves the right to supplement the Agreement to add project related design and construction engineering as needed. Phase .l - Preliminan, Evaluation. of Existing Structure 1. Civil and Structural Engineering • Perform a thorough site visit to inspect and photograph the existing structure. • Survey and map the floor of the existing structure as needed to accomplish the structural evaluation. • Review all available existing documentation relative to the existing structure, e.g. original building plans and the previous geotechnical study. • Determine and evaluate the problem areas. • Determine a conceptual repair plan. • Perform a preliminary evaluation for possible new structure. • Produce an estimate of probable costs to repair vs. demolish the existing structure. • Produce a report summarizing the findings and recommendations. • Present the report to the Agency staff. 2. Geotechnical Engineering • Review available information. • Complete six (6) backhoe test pit excavations including one at the sink hole location and one on the western half of the site. • Explore soil and groundwater conditions with two (2) borings to an estimated range of 20-30 feet below site grade. For budget planning, about 50 feet of drilling is assumed. • Assess possible causes of building settlement. • Produce recommendations for mitigation of building settlement. • A preliminary evaluation of the site for possible construction of a new structure. Exhibit A, Page 1 Because the proposed building footprint, foundation loads and site grading are not known, only a discussion of possible design and construction issues based on a limited exploration and project understanding will be included. Prepare a written report containing preliminary findings, conclusions, and recommendations. DELIVERABLES - the Consultant shall furnish the following documents. All such material used in the project shall become and remain the property of the Agency. l . Phase 1 - Written Report. Three copies of the geotechnical report and the final report will be provided. LEVEL OF EFFORT - See Attachments Al including: 1. Fee Proposal Summary Sheet 2. Consultant Fee Determination Summary Sheets 3. Manhour Summary 4. Expense Summary 5. Breakdown of Overhead Costs ESTIMATED SCHEDULE Engineering will begin within ten (10) working days of receipt of an executed Agreement, and will deliver the draft Phase 1 written report within forty (40) working days thereafter. Exhibit A, Page 2 �, CERTIFICAI,' `I \OF LIABILITY INSURA_' ;E 0f /22/2007 PRODUCER (406)453 -1464 FAX i,4vv-j453 -0073 THIS CERTIFICATE 'QIsUED AS A MATTER OF INFORMATION Flynn Insurance Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 100 Park Drive South ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 711 Great Falls, MT 59403 INSURERS AFFORDING COVERAGE NAIC # INSURED Thomas Dean & Hoskins, Inc INSURER A: Continental Casualty Company 1200 25th St So INSURER B: Great Falls, NT 5940S INSURER C: INSURER D: INSURER E: Ar-CQ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRE14ENT, 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' TYPE. OF INSURANCE POLICY HUMBER POLICY EFFECTIVE POLICY EXPIRATION LIIAITS GENERAL LIABILITY EACH OCCURRENCE S DAMAGE• TO RENTED )_ 5 COdIMERCIA.L GENERAL LLAS&ITY CLAIMS NIAOE � OCCUR PAEO EXP (Arej crr pc=n) 5 PERSONAL a ADV INJURY 5 GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COIAPiOP AGG S POLICY 0 jE ' LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (En Oxidant) s BODILY INJURY (Pet Person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Par accident) S HIRED AUTOS NON•O1'1HED AUTOS PROPERTY DAMAGE (Por accident) S GARAGE UAPILnY AUTO ONLY - EA ACCIDENT S OTHER THAN EAACC S ANYAUrO $ R AUTO ONLY. AGG EXCESSIUMHRELLA LIABILITY EACH OCCURRENCE S OCCUR 17 CLAIMS MADE AGGREGATE $ S S DEDUCTIBLE $ RETENTION S WORKERS COMPENSATION AND WC 5TATU- OTH E.L. EACH ACCIDENT S EMPLOYERS' LIABILITY ANY PROPRIETORMARTNERIEXECUTIVE EL DISEASE • EA E14PLOYE S OFFICERIMEMBER EXCLUDED? 1.1 yes, do tribe under SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT S A OTH ro!ressional liability AEH113825009 09/01/2006 09/01/2007 Limit of Liability- $1,000,000 Per claim/aggregate DESCRIPTION OF OPERATWNS I LOCATeDNSI VEHICLLSI EXCLUSIONS ADDED UY LNUUKSLI.LNI I S1'LUTAL VKVV1WUN0 RE: Old Spokane Valley Senior Center City of Spokane Valley Attn: Carol Carter 11707 East Sprague Ave Suite 106 Spokane Valley, 61A 99206 ACORD 25 (2001108) FAX: (509)688 -0188 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO AIAiL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, RS AGENTS OR REPRESENTA' AUTHORIZED REPRESENTATIVE �` Tom Sidor /RT /o @ACORD CORPORATION 1988 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. ACORD 26 (2001108)