07-054.00 Dale S. Decker: Argonne Rd Project Pavement EvaluationAGR.F.EMF.NT FOR PROFESSIONAL SERVICES
Dale S. Decker, L.L.C.
THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of
Washington, hereinafter "City" and Dale S. Decker, L.L.C., hereinafter "Consultant," jointly referred to as
"parties."
iN CONSIDERATION of the terms and conditions contained herein the parties agree as follows:
I . Work to Be Performed. The Consultant will provide all labor, services and material to
satisfactorilycomplete the Scope of Services as described in the attached letter dated 23 May 2007 from Dale
S. Decker, L.L.C. to Steve Worley
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 Cite 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 isfamiliar 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 necessaryto 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 requirement:have been mcL
Either party may terminate this agreementby ten days written notice to t.}he other party. In the
event of such termination, the City shall pay the Consultant for till work previously authorized and
satisfactorily performed prior to the temination date.
3. Compensation. The City agrees to pay the Consultant $150 per hour up to a maximum not to
exceed $5000.00 as full compensation for everything done undetthis 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.
Agreement for Professional Services— Dale S. Decker Page I of
��7 -s7
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 CONS iLTANT:
Name: Christine Bainbridge, City Clerk Name: Dale S. Decker, PE
Phone No.: (509)921 -1000 Phone No.: (303)838 -5520
Address: 11707 East Sprague Ave, Suite 106 Address: 109 Royal Ridge Drive
Spokane Valley, WA 99206 Bailey, CO 80421
6. Applicable Laws and Standards. The parties, in the performanceof 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 maybe subject
to disclosure pursuant to RCW 4256 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 representativesshall 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 None required for this contract.
11. Indemnification and Hold H9rmless. 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, arisingout of or in connection with the performanceof this agreement,
except for injuries and damages caused by thesole negligence of the Cite.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the eventof liability for damages arising out of bodily injury to persons or damages to property caused
by or resulting from the concurrent ne-ligenceof the Consultant and the City, its officers, officials; employees,
and volunteers,the Consultant's liability hereunder shall be only to the extent ofthe 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_ RQW, solely for the purposes of this
indemnification. This waiverhas been mutually negotiated by the parties. The provisionsof this section shall
survive the expiration or termination of the agreement.
Agreement for Professional Services— Dale S. Decker Page 2 of 4
12. Waiver. No officer, employee, agent or other individual acting on behalf of either party has
the power, right or authorityto waive any of the conditions or provisionsof 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 agreementor 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 anytime any of the provisions of this agreement
or to require at any time performance by the other party of any provision hereof shall in noway be construed to
be a waiver of such provisions nor shall it affect the validity of this agreement or any part thereof.
13. Assi Lnment and Delegation. Neither party shall assign, transferor delegate any oral] of the
responsibiliticsof this agreementor the benefits received hereunder without First obtaining thewritten 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. Th is agreement may not be changed,
modified or altered except in writing signed by the parties hereto.
19. Anti - kickback Nooffiiceror 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 commencementof 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 competentjurisdiction, such invalidity shall not affect die validity of any
other section, sentence, clause or phrase ofthis agreement.
22. Exhibits. Exhibits attached and incorporated into this agreement are:
1. Scope of Services as described in the attached letter dated 23 May 2007 from Dale S.
Decker, L.L.C. to Steve Worley
Agre:emcnt for Professional Services — Dale S. Dcckcr Page 3 of 4
IN WITNES W REOF, the parties have executed thisagreement this / day of
2007.
CITY POKANE VALLEY:
David Mercier, ity Manager
Consultant:
Tax I REDACTFn
Tax D No.
ATTE : APPROVED AS TO FORM:
G
gristine Bainbridge, City Clerk Office of th City Atto
r ocument contains confidential tax information en 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— Dale S. Decker Page 4 of 4
1
Dale S. Decker, L.L.C.
109 Royal Ridge Drive
Bailey, Colorado 80421
Email: dale @dsdecker.com
Phone: 303 -838 -5520
23 May 2007
Mr. Steve Worley
City of Spokane Valley
11707 East Sprague Avenue
Suite 106
Spokane Valley, WA 99206
Subject: Proposal for Preliminary Evaluation of Pavement Condition for Argonne
Road Project
Dear Mr. Worley:
This letter proposal is in response to our brief site visit and phone conversation
regarding the referenced project. Based on this information, we agreed that the
most reasonable course of action for the engineering evaluation of the pavement
would be for the City of Spokane Valley to engage my company to review all the test
data and photographs in the City's file and to recommend a course of action for
evaluation of the pavement condition. After this review, additional engineering
services will likely be needed to evaluate the pavement and the causes -of the
distress.
My services will be billed at $150 per hour for this preliminary evaluation. It is
anticipated that a maximum of one day will be needed to review the project files
based on the volume of information you indicated in our phone conversation. Future
work will be billed at the same rate with all expenses billed at cost.
Please advise me of any questions you have regarding this proposal.
;iincerely,
A& o4g. ACA&
Dale S. Decker, P.E.
President