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08-004.00 Studio Cascade: Joint Planning for Metro UGA• AGREEMENT FOR PROFESSIONAL SERVICES Studio Cascade, Inc. • T141S AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Studio Cascade, Inc., hereinafter "Consultant," jointly referred to as "parties." Iii CONSiDERA`1`ION 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. The Consultant shall assist the City of Spokane Valley in its role of fiscal agent for a Collaborative Planning Grant from the WA State Department of Community, Trade, and Economic Development by defining joint planning for the metro urban growth area and develop implementation strategies to facilitate coordinated planning within urban growth areas, as outlined in Attachment A - Scope of Work, to include; but not be limited to the following tasks: ✓ Task 1. Development Approval Process ✓ Task 2. SEPA Review Process ✓ Task 3. Transference of Governance Process ✓ Task 4. Joint Planning Agreements ✓ Task 5. Collaborative Planning Documents A. Administration. In its role as fiscal agent for the collaborative planning grant, the City of Spokane Valley has designated Susan Winchell, Boundary Review Board Director, as Project Manager for the grant. The Project Manager shall administer and be the primary contact for Consultant.. Prior to commencement of work, Consultant shall contact the Project Manager to review the Scope of Work, schedule and date of completion. Upon notice from the Project Manager, 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 Agreement for Profcssional Services Page I of 6 Studio Cascade Cog -04 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. The contract shall begin upon signature of both parties and run through June 30, 2009, unless terminated sooner. Either party may terminate this agreement by ten days written notice to the other party. l.n 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 in accordance with the attached fee schedule as full compensation for everything done under this agreement, not to exceed $20,000 for work directed by the City. 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. All invoices will include a brief status report, with work billed based by task based on percentage of work in each task complete. All consultant materials and expenses for travel and related activities are included in the project budget. Document reproduction, postage and advertising expenses will be borne by the City. 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 TFTE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Studio Cascade, Inc. Phone Number: (509)921 -1000 Phone dumber: (509) 835 -3770 Address: 11707 Last Sprague Ave, Suite 106 Address: 117 West Pacific Avenue Spokane Valley, WA 99206 Spokane, `VA. 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 its employees under this agreement and any liability that may attach thereto. 8. Ownership of Docu men ts. 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 R.CW 42.56 or other applicable public record laws. Records. The City or State Auditor or any of their representatives shall have full access to Agreement for Professional Services Page 2 of Studio Cascade • • 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 al I contracts, invoices, materials, payrol Is 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. 2. Commercial General Liability insurance shall be written on iSOoccurrence 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: t. Automobile Liability insurance with it 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 S1,000,000 each occurrence, $2,000,000 general aggregate. 3. 1'rafesskiracil 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: 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 Consultant's insurance and shall not contribute with it. Agrrnenient for Professional Services Page 3 of Suidio Cascade 0 0 Cancellation of Consultant's insurance shall be governed by either: a. the policy shal I 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 A days prior written notice by certified mail, return receipt requested of a cancellation. D. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:Vll. E. Evidence ofCovera>,,e. 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, 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. It, Indemnification and Hold Harmless. The Consultant shall defend, indemnify and holdthe 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 in connection with the performance of this 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 4.24.115. 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 of the 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 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 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 I)eletcation. Neither party shall assign, transferor delegate any orall 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. Agreement for frofessionul Services Page,t of h Studio Cascade 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. 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 WITNESS WHEREOF, the parties have executed this agreement this 200,'7,—R CITY OF SPOKANE VALLEY: /V1-1- Consultant: Bill ' es, P _ cipal i D No. _ REDACTED APPROVED AS TO FORM: Office of the City Attorney This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. Agreement for Profession You may petition for a review of our findings pertaining to any Page 5 of Studio Cascade redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. day of 0 0 ATI'ACWMENT A SCOPE Of WORK The Consultant understands the client wishes to define joint planning for the metro urban growth area and develop implementation strategies to facilitate coordinated planning within urban growth areas. Collaborative Planning Grant Task Budget Develop Acceptable Development Approval Process 3,600 1. Research other counties on UGA regulations and process 800 2. Review Spokane County UGA characteristics 800 3. Draft development approval process for specific UGAs 2,000 llevclo Sh l'A. Review .Process 3,800 1. Review joint SETA Ordinance 600 2. Document existing SEPA and development process 800 2. Review SEPA contacts from jurisdictions 800 3. Identify criteria for notice, lead agency, res once 800 4. Draft SEPA notification and response process 800 Develop Acce. table Street Standards for UGAs 10,500 1. Review SRTC work 1,800 2. Identify common elements 1,800 3. Draft acceptable street standards for UGAs 6,900 Develop Transference of Governance Process 4,400 1. Review services and eroviders affected 1.400 2. Review other city and county policies 1.200 3. Prepare policies for smooth transition 1.800 Identify Impact Fee Strategy 4,400 1. Review im pact fee programs in other counties 1,800 2. Review current impact fee strategies 800 3. Draft regional impact fee criteria 1,800 Define Joint. Planning for UGAs 16,400 1. Svnthesize outcomes of previous tasks 4,200 2. Develop strategy for each UGA 12.200 Document Collaborative Planning Process 16,900 1. Prepare draft working paper on revised development review and SEPA notification process 2,400 2. Prepare master notification list 1,200 3. Prepare text for pilot interlocal agreement 2;100 4. Prepare working paper - revenues /Service costs 2,800 5. Describe GIS -based fiscal model for UGAs 2,400 6. Prepare draft interlocal agreement 1 800 7. Prepare draft report documenting process 4,200 �Totxl 611000 All invoices will include a brief status report, with work billed based by task based on percentage of work in each task complete. All consultant materials and expenses for travel and related activities are included in the project budget shown above. Document reproduction, postage and advertising expenses will be borne by the client. Agreement tier Pmfessional Services Paige 6 of 6 Studio Oascade. FROM :STUDIO CASCADE4ftc FAX N0. :509 835 3763 A(;UW CER771CATE OF LIABIL PROOUCCR (509)32S -3024 FAX (509)32S -1803 Moloney, O'Neill, Co:,kery & Jones, Inc. 1206 N Lincoln, Suite 8200 Spokane, WA 99201 , Kathy Howland INS -Studio Lascade, Inc. 114 W Pacific Ave # 200 Spokane, WA 99201 Jan. 4M008 03:59PM P2 --T—� (MMVODIYYYT) I TY INSURANCE 10 10/29/2007 HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION NLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE OLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR FALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. LINR'S CURRENCC s 11000,000 EAcHOCOE TO RENTED -FA fNSURERS AFFORDING COVERAGE NAIC LvsURERA: Ohio Casualty Insurance Co PERSONAL & ADV UIJURY INSURER @; OEWL AGGREGATE LIMIT APPLIES PFI POLICY j� LOC INSUREn C: S 2,000 000 rNSUAFR D: 5 2 , 000 , 000 INSURER 6: THE POLICrES 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 Rv Peru rr AluQ A P TYPE OF INSURANCE GENERALL1ABIUITY X COMMMCtAL GENERAL LIABILITY CLAIMS MADE D OCCUR POLICY NUMBER S31SS981 POUCY EPFL'Cfl11E 11/26/2007 P CT XPIRATION ntwyvl 11/26/2008 LINR'S CURRENCC s 11000,000 EAcHOCOE TO RENTED -FA b lOO, MED EXP IAam Y C pmmonj r . lO 000 PERSONAL & ADV UIJURY S 1 000, 000 OEWL AGGREGATE LIMIT APPLIES PFI POLICY j� LOC GENF -PAL AGGREGATE S 2,000 000 PRODUCTS - COW1,10P Aga 5 2 , 000 , 000 a AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDL&MAUTOS 11IREDAUTOR NON- OtiVNEDAUTOS 5315 5881 11/26/2007 11/26/2008 COMBINED SINGLE UMR IES accMenl) S 1,000,00 DODILY INJURY (PCrOomon) S iC 1500ILY INJURY (Parecddanl) S X PROPERTY DAMAGE (Por academ) S GARAGE UMILITY ANY AUTO AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC ALITOONLY: AGO S 5 GXCG88)UMDRELLAuAmurV OCCUR F-1 CLAIMS MADE omuc m&F RETENTION 5 FACIP OCCURR.Ht,'CE 9 AGGREGATE S 6 S S 6XAMU m EMPLOYERS' I IABLUTY ANY PROPRIMOMPARYNERlEXECUTivE OFFICRA.'MrANCLER EXCLVDE09 yyEE���� Urder SG`ECIAL PRROOVIIS30NS below S3155881 11/26/2007 11/26/2008 ITOR Tu• r E.L. EACH ACCIDENT S 1,000,00 EL. DISEASE - EA EMP60� S 1.000,000 E.L. DISEASE - POLICY LIMB S 1,000,000 OTHER SCRIPTIOH OF OPERATIONS I LOCATIONS I VL'HICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS .Vidence of insurance City of Spokane Valley Attn: Christine Bainbridge 11707 East Sprague #106 Spokane Valley, WA 99206 .CORD 25 (2001108) SHOULD ANY OF T11II ABOVE DESCRIUD POLICIES OE CANCPLLBD BEFORE THE cxpi row DATE THEREOP. THE ISSUI NO INSURER WILL ENDEAVOR TO MAIL 30 OAYS WFJ"PN NOTICE TO THIN CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATLON OR LIABILITY OP ANY IORD UPON THE INS' AU'DWRPLED REPRESENTATIVE f 4Z1&, . ©ACORD CORPORATION 1988 FROM :STUDIO CASCADE Or FAX NO. :509 835 3763 Jan. or Oe 03: 59PM P3 NEW HAMPSHIRE INSURANCE COMPANY Administrative Office 100 Summer St., Boston, MA 02110 COVERAGE IS PROVIDED BY A CLAIMS -MADE POLICY - READ THE POLICY CAREFULLY PROFESSIONAL LIABILITY INSURANCE POLICY DESIGN PROFESSIONALS ASSOCIATION RISK PURCHASING GROUP POLICY DECLARATIONS 1. Insured /Participating Member Name & Mailing Address: Studio Cascade, Inc. 114 W. Pacific Avenue Suite # 200 Spokane, WA 99201 Policy Number: 006508458 DPA Member No: SturlioG,. 00- -- ,... Sole Proprietor Partnership X Corporation Other _.. _.....__ 2. Policy Period: From December 01, 2007 to December 01., 2008 12:01 a.m. Standard Time, at the Insured's mailing address 3. Retroactive Date: December 01, 2003 4. Limits of Insurance: $1,000,000 per occurrence $1,000,000 aggregate 5. Deductible: $5,000 6. The policy includes these endorsements and schedules: 80667 (8/02), 80666 (8/02), 80766 (8/02), 78711 (4/06), 78804 (10/03) 7. Premium: a,7l�--7 These Declarations with the Professional Liability Insurance Policy referenced above and endorsements, if any, issued to form a part thererof, comprise the complete policy. AGENT: LeatzoW Insurance ADDRESS. 2304 -W, 2nd Street Suite 200 Oak Brook, IL 60523 (630)468 -6060 Fax: (630)928 -0595 -'. (D ey I j Ad 4( Authorized epresentative 80666 (8.02) FROM :STUDIO CASCADE FAX NO. :509 835 3763 Jan. 1"008 03:59PM P4 `Zarc . I.. - wl .1.6 0- n 7 P , M, f a:. -yo d Z7 bware� Y t 0 N copies o e Vol's eac -rqqu fi�­Tf Y66 �. dit 64c�c oi4r 0 cry th­Prorection%(M r�lces Z­ "an eal raffitble-16 * • Y6ur Rights as'a Wdtker/r -y. , it m oi: Iad U S ii es • Notice, to -Employees . 0 98504-4144. WORKER: The employer nariied below ii "a"n' insured policyholder with Ayov the Washington State IndwstriikHnsurande Trust Fund. *Y iced to discuss y= busimss account V E4�-Ittls the. Policy Effective Dam L<icn6on C.r M EMPTQVC *Y iced to discuss y= busimss account V E4�-Ittls the. ■ M :STUDIO CASCADE, FAX NO. :509 835 3763 Jan. 008 03:59PM P1 studio Cascade Community Planning & Design w ��yp�.� w7;� gyp, yh a t, e-, �' (t ;L _ rQ � y � �� ,nY" p�a�lyi��� �1!' t� K .t �iyP p Y �� K S pr,A 7 facsimile Fl. Postal Service Hand Delivery �. Please. Respond QUrgent Notes: To: Fro to FAX No.:� So Pages: 4 rincludtn g cover sheet) 114 W Pacific, Suite 200 • Spokane, WA 99201 • v 509 935 3770 • 1 509 835 3763 • www.GWdlocascode.com