07-018.00 NWS Traffic Engineering: On Call Traffic Engineering SvcsAGREEMENT FOR PROFESSIONAL SERVICES
NWS'fraffic Engineering
THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of
Washington, hereinafter "City" and * hereinafter "Consultant," jointly referred to as "parties."
IN CONSLDERATION 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 continence work, perform the requested tasks in the Scopc 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. 'rhe 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 w =ork 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.
i?.ither 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 S 2c.o6n 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
Agreement for Professional Services
Page I of S
�v 07 -lit
reasonable judgient 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 T'HE CONSULTANT:
Name: Christine Bainbridge, City Clerk Name:
Phone Number: (509)921 -1000 Phone Number:
Address: 11707 East. Sprague Ave, Suite 106 Address:
Spokane Valley, WA 99206
6. Applicable Laws and Standards. The part.ics, 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.
S. Ownership of Documents. All drawings, plans, specifications, and other related documents
prepared by the Consultant tinder 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.
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 S 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. profevsional 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. 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 rcqucsted, has been given to the City.
D. Acceptability of insurers. insurance is to be placed with insurers with a cturent A.M.
Rest rating of not less than ANIL
B. Verification of Coverage. Consultant shall furnish the City with orig6nal 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 Coveratte. 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
Agreement for Professional Services Page 3 of 5
provided to the City. The Consultant shall be financially responsible for all pertinent
deductibles, self - insured retentions, and/or self - insurance.
11. indemnification anti 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 bylaw, shall betaken 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. Assifmment and )eletation. 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 Country, Washington.
Venue shall be in Spokane County, State of Washington.
17. Cost. and Attorney's Nees. 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 supersedes 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 Refistration. Prior to commencement of work under this agreement, Consultant
shall register with the City as a business.
21. Severubilihy. If any section, sentence, clause or phrase of this agreement. should be held to
Agreement for Professional Services Page 4 of 5
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 W TNESSeWHEREOF, the parties have executed this agreement this day of
2007.
CITY O 3JPOKANE VALLEY: Consultant:
David Mercier, City Manager Owner REDACTED
Tax ID No._
ATTEST:
Ehi Stine BainbriJge, City Clerk
APPROVED AS TO FORM:
Office of e City Attorn
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
PROPOSAL
Prepared For: Inga Note
Prepared By: ,Ton Nieusch PE /N`WS Traffic Engineering
Copies:
Date: 2/23/07
Subject: On -Call Traffic Engineering Services
NWS TRAFFIC
ENGINEERING
NWS 'traffic Engineering (MAISTE) proposes to provide professional traffic engineering and
structural analysis services for the City of Spokane galley on an on -call basis. Traffic
engineering services may include traffic signal design, traffic signal timing, traffic signal
simulation modeling (Synchro), signal controller dataset creation and testing, or other.
Structural analysis services may include pole calculations and foundation design.
NWSTE is a division of Northwest Signal Supply and is based in Tualatin, OR. The Project.
Engineer on all projects will be Jon Nkleusch, PE (WA License 34207, exp 4 /20 /08). He will
be assisted by Brian Morton, Traffic Designer and Dan Emslie, Pole :Designer.
Task 1: Analysis of Five Signal Poles
Spokane Valley has requested that five 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. Tile poles shall be analyzed in accordance with
the 1994 A:ASHTO Standard Specifications for Structural Supports. Field measurements may
require the need of a bucket truck which will be provided by the city's signal maintenance
crew. If the city has access to records that indicate the size of the foundations, they will also
be analyzed.
.NTWSTE 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. Exhibit B is our
proposed budget for this project.
Other ` /'asks
NWSTE will be available for other tasks to be completed on a time and materials basis. This
contract for services is not to exceed an amount of $20,000.
Professional Services Proposal Page 1 of 1
NWS Traffic Engineering
DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE
The page entitled "Exhibit B / Budget for Pole Analysis for 5 Poles in Spokane Valley, WA"
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.
FEB-27 -2007 17:37 AON RISK SVCS
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PRODUCER ;
Aon Risk Services, Inc. of Oregon
"21? S.V. 5th AVenUC A
$00 C
� -Id OR 97204 -3799 USA E
PHONt• 5US Z24 -9700 FAX -
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Northwest Signal Supply, Inc.
12955 SIN Herman Rd
*.'Ztin OR 97062 USA
503 224 0095 P -01/01
LIV
AU. 1L:4NCf
02/27/07
CERTIFICATE IS LS.i'v" v' AS A 111.1TT£R OF INFOPMEATION ONLY
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
r1F1CATE DOES NOT AMEND, EXTEND OR ALTER THE
ERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
rXSL'RERA: SZif Corporation
INSURER B:
INSIMER C:
INSURIM D:
INSURER Jr
€ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
Jet' REQUIREMlENT, T'E LM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
S TAIA, rHE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS Of SUCH PGLeC'I£S.
AGCRZGATE LLtiM SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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Named Insured includes Xwe. Traffic Engineering
City of Spokane valley SNOULD ANY OF THE ABOVE DESCRWED POLICIES BE CA14CELLED BEFORE 7T¢ EXPIRATIDY
Attn: Christine Bainbridge - City Clerk DATE TKkEOf,THE ISSUING COWANYWILL LNDEAVORTO MAIL
11707 E Sprague Ave. Ste. 106 34 DAYS "rrreN NOTICE TO THE CERTIRICATE HOLDER NAMED TO THE LEFT.
Spokane Valley ua 99206 USA BUT FAMUM TO DO SO SHALL IMPOSE No OBLIGATION OR LIABILITY
OF ANY KIND UPON TICCCMPA,NY, ITS AGENTS OR RE.PRES04TATIVES.
AUTHORIZED REPRESENTAIT.'E
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JD Fulwiler & CO Ins 2/28/2007 3:07:48 PM PAGE 2/003 Fax Server
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A _ =. CERTIFICATE OF LIABILITY INSURANCE of /28/20 77
- PRODUCER (503)293 -8325 FAX (503)293 -5418 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
1. D. 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.
?O Sox 69508
Portland, OR 97239 INSURERS AFFORDING COVERAGE NAIC #
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12965 SW Herman Road L4suR =Rg Ohio Casualty Ins. Co
Tualatin, OR 97062 INSUR=RC Admiral Ins. Co.
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' THE PCLICCES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A130VE FOR THE POLICY PERIOD INDICATED. NOTLVITHSTANDINC
ANY RECUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU3JECT TOALL THE TERMS, : XCLUSIONS AND CONDITIONSOIF SUCH
POLICIES. AGGREGATE LIMITS SHOL',W MAY HAVE BEEN REDUCED BY PAID CLAMS.
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t[) SCCRLPTION OF OPERATIONS I LOCATIONS) VEHICLES1 EXCLUSIONS AIx)FO BY £HOOK SEM.E.NTfSPt;QAL PRCYVLSCNS
_:,-y cf Spokane Valley are added as Additional Insured with respects to liability arising out
_- - " "rations of the Named Insured subject to the policy conditions, limitations and exclusions.
>10 DAY NOTICE FOR NON - PAYMENT OF PREMIUM
{
i
City of Spokane Valley
11707 E Sprague Ave Ste 106
Spokane Valley, WA 99206
A;,„_- 25 (2001108)
SHOULD ANY OF THE ABOYE DESCRIBED PCLICIESBE CANCELLED REFORE THE
EXPIRATICNOATE THEREOF, THEMWING INSURER MSLL ENDEAVCR TOMA!L
30* DAYS VAUTTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TOMAIL SUCH NOTICE SHALL IMPOSE NOCGLIGATION CR LIABILITY
OF ANY KIND UPON THE INSURER, ITS AGENTSCR REPRESENTATIVES.
AUTHM17ED REPRESENTATIVE Q-
Janice Wil son /CHARL
OACORD CORPORATION 1988
• dD Fulwiler & Co Ins 2/28/2007 3:07:48 PM PAGE 3/003 Fax Server
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I
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 endcrsernent(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may I �j
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 attorded by the policies listed thereon.
r�: Z'- (2001108)