08-020.00 Berk & Associates: Urban Growth Areas Assessment• •
AGREEN'IENT FOR PROFESSIONAL SERVICES
Berk and Associates, Inc.
THIS AGRFFMFN'F is made by and between the City of Spokane Valley; a code City of the State of
Washington, hereinafter "City" and Berk and Associates, Inc., hereinafter "Consultant," jointly referred to as
"parties."
IN CONSIDERATION of the terns and conditions contained herein the parties agree as follows:
I. Wort: 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 I'conomic Development by
providing fiscal and service delivery ,assessment of Spokane Metro and Urban Growth Areas (UGA), as
outlined in Attachment A - Scope of Work.
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
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. `Phis 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 rum through June 30, 2009, unless terminated sooner.
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.
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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 $36,250 for work directed by the City.
4. Pavment. The Consultant shall be paid upon completion of tasks and 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 bome 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.
Notice. Notice shall be given in writing as follows:
TO THE CITY:
Name: Christine Bainbridge, City Clerk
Phone Number: (509) 921 -1000
Address: 11707 East Sprague Ave, Suite 106
Spokane Valley, WA 99206
TO THE CONSULTANT:
Name: Berk and Associates, inc.
Phone Number: (206) 324 -8760
Address: 120 Lakeside Avenue, Suite 200
Seattle, WA 98122
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.
S. Ownershin 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 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.
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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 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' Compensalion coverage as required by the Industrial insurance
laws of the State of Washington.
B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:
I . Awomobile 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.
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. 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. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than AM I.
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H. Evidence. of Coveraee. 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.
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 of or in connection with the perlonnance of this agreement,
except for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction detennine 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 R.CW, 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. vo 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 informaiion 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 shal I not
exceed the total sum amount paid under this agreement.
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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$– "— day of
—12008.
CITY OF SPOKANE VALLEY.
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David Mercier, City Manager
ATT T:
Christine Bainbridge, ity Clerk
Consultant:
Michael Hodgins, Principal
Tax ID No. _ REDACTED
APPROVED AS TO FORM:
Offic the City4kfrorney
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.
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A't" t" A C l• NIE NT A
SCOPE OF WORK
The Consultant understands the client wishes by facilitating the fiscal and service delivery assessment of
Spokane Metro Urban Growth Areas.
Collaborative Planning Grant Task
Budget
Confirm Scope and Schedule
610
I. Finalize project scope
Fiscal and Service Analvsis
16,440
1. Development assumptions
2. Revenue projections
3. Service demand estimates
4. Operating cost estimates
Nleetina and Presentations
3,690
1. Discuss 2rcliminary draft with grant oversight committee
2. Present draft report and findings to partner Jurisdictions
Ile port Writing
7,920
1. Draft report
2. Final report
Consultant with Decision ,Make.rs
5,590
1. Attend meetings during three separate trips
Subtotal consultant cost
34,250
Expenses
2,000
Total
36,,250
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 City.
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