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07-078.00 Budinger & Associates: Materials Testing & Sampling Svcs• • AGREEMENT FOR PROFESSIONAL SERVICES Budinger & Associates, inc. Materials Testing and Sampling Services Contract #07 -023 THIS AGRI✓EMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City' and Budinger & Associates. Inc. hereinafter "Consultant; "jointly referred to as :`parties." FN CONSIDERATION of the terms and conditions contained herein the parties agree its 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 on a time and materials basis, not to exceed $26,620.80 for Materials Testing and Sampling Services as described in the attached proposal. A 10% Management Reserve Fund in the amount of $2,662.08 is also hereby established for a total contract amount of $29,282.88 as full compensation for everything done under this agreement. Agreement for Prul'issional Services Page t of S 07 -78 • • 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 ,rHE CONSULTANT: Name: Christine Bainbridge, City Clerk ?Fame: Budinger & Associates, Inc. Phone Number: (509)921 -1000 Phone Number: (509) 535 -8841 Address. 11707 East Sprague Ave, Suite 106 Address: 3820 East Broadway Spokane Valley, WA 99206 Spokane, 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 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 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 provides{ 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 Page 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 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. A. 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. PrnfEssionul Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggmcgate 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: I . 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 Consultwrt's insurance and shall notcontribute 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. Accentability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANH. I. Evidence of Coverage. As evidence of the insurance coverages required by this Aerccment for Professional Services Page 3 of 5 0 0 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. 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 ofor in connection with the performance ofthis 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 4.24.1 15, 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 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 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 t:h is 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 noway 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 agrrectnent 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. Agreement for Professional Services Page 4 of 5 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 sighted 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 atuiched and incorporated into this agreement are: 1. Scope of services 2. Insurance Certificates iN V1'ITNESS WHEREOF, the parties have executed this agreement this `f day of _zl:�_,� , 2007. CI "fY ' SPOKANE VALLEY: Consultant: David Mercier, City Manager �Tolm. Al 1'EST- Christine Bainbridge, City Clerk Al"PROV ED AS TO FORM: Office o tl City A ey Agreement for Professional Services Page 5 of 5 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Unit Cost for Materials Testing and Sampling Services" 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. • 0 ACORp. CERTIFICATE OF LIABILITY INSURANCE 10 /03 /2 oil PRODUCER (509) 32S -3024 FAX (S09) 32S -1803 Moloney, O'Neill, Corkery & Jones, Inc. 1206 N Lincoln, Suite #200 Spokane, WA 99201 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. INSURERS AFFORDING COVERAGE NAIC 4 INSURED Budinger & Associates Inc 3820 E Broadway Spokane, WA 99212 INSURERa Continental Western Insurance POLICY EFFECTIVE 08/06/2007 INSURERS. LIMITS INSURER C. INSURER D: CWP270326921 INSURER E: EACH OCCURRENCE COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITO 00' man TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE 08/06/2007 POLICY EXPIRATION LIMITS GENERALUIABI. CWP270326921 08/06/2008 EACH OCCURRENCE $ 1,000,000 X OOMMERCtAL GEIIERAL LIABILITY DAMAGE TO R' l $ . 100 , 000 CLAIMS MADE M OCCUR MED EXP CAryy ono parson) $ 51000 A PERSONAL R ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GERL AGGREGATE LIMIT APPLIES PER: PRODUCTS - QOMPIOP AGO S 2,000,000 POLICY X JPERO LOC AUTOMOBILE LIABILITY C0i"EIx SINGLE UMR s ANY AUTO CWP270326921 08/06/2007 08/06/2008 (Ea acciyv� Cn U 1, 000 , 000 ALL OWNEDAUTOS 60D1Y LVJURY S X SCHEDULED AUTOS (P- Pman) A E004Y LVJURY S X hIREDAUTOS X NON.OMINEDAUTOS (Peraccidom) PROPERTY DAMAGE S (Pw accidcm) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHrR THAN EA AOC S ANY AUTO S AUTOONLY: AGG EXCESSIUMBRELLALIABILITY CU270327020 08/06/2007 08/06/2008 EACH OCCURRENCE S 3,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 3,000,000 A s S DEDUCTIBLE S RETENTICN S WAXWOMA"MAW" CWP270326921 08/06/2007 08/06/2008 WCSTATU- OTH. TORY l y, EMPLOYERS' LIABILITY WA STOP GAP E.L. EACH ACCIOENr 5 1,000,000 A ANY PROPRIETORIPARTNERIEXECUTWE E.L. DISEASE - EA EMPLOYEd S 1,000,000 OFFICERIMEMSER EXCLUDED? U yyccss,. dascriba undar SPECIAL PROVISIONS belaw E.L. DISEASE - POLICY UNIT S 1,000,00 OTHER OEScRIPTICLN OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SP ECIAL PROVISIONS e: App eway Avenue Reconstruction rimary Additional Insured status to the City of the Spokane Valley for general liability with respect to work performed for the City per insuring form CLCGO020 [3/07]. 0 day notice of cancellation - non payment of premium City of Spokane Valley Attn: Shane Arit 11707 E Sprague Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUJNG INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE C£RTIRCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORUED REPRESENTATNE � / /��� •/ �/ ►ytt..� i Mike Moloney/VAR ACORD 25 (2001108) QACORD CORPORATION 1988 0 0 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 oonstitute 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 25 (2001108) Client #: 83101 BUDINGER AGMW.M CERTIFICATE OF LIABILITY INSURANCE 08/04/2010' PRODUCER Payne Financial Group, Inc. Courtyard Office Center Y 827 W. First Avenue, Suite 225 Spokane, WA 99201 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. INSURERS AFFORDING COVERAGE NAIC # INSURED Budinger & Associates, Inc 1101 N Fancher Rd Spokane Valley, WA 99212 INSURER A: Continental Western A INSURER B: GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR INSURER C: 08/06/10 INSURER D: EACH OCCURRENCE INSURER E: DAMAGE TO RENTED nce MED EXP (Any one person) COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR D' NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM /DD/YY POLICY EXPIRATION DATE MM /DD/YY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR CWP277729324 08/06/10 08/06/11 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED nce MED EXP (Any one person) $300 000 $10000 PERSONAL & ADV INJURY $1, 00,000 GENERAL AGGREGATE $2,000,600 NIL AGGREGATE LIMIT APPLIES PER: POLICY X PRO LOC JECT PRODUCTS - COMP /OP AGG s2,000,000 • AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS CWP277729324 08/06/10 08/06/11 COMBINED SINGLE LIMIT (Ea accident) $1,666,660 X BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ • EXCESS /UMBRELLA LIABILITY X OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ CU278049234 08/06110 08/06/11 EACH OCCURRENCE s4,000,000 AGGREGATE $4 000 000 $ $ • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below CWP277729324 WA Stop Gap 08/06/10 08106/11 WC LIMIT OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Re: Appleway Avenue Reconstruction Primary Additional Insured Status to the City of the Spokane Valley for general liability with respect to work performed for the City per insuring form CLCG0020[3 107]. CERTIFICATE HOLDER k:ANL rL.LAI IUN 1U uays YOU Ivan- rayrnenL City of Spokane Valley Attn: Shane Arit 11707 E Sprague, Ste 106 Spokane Valley, WA 99206 ACORD 25 (2001/08) 1 of 2 #S537784/M537776 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL An DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVE AlC © ACORD COKNUKAIIUN Iy$a 01�-� -o -7 8