08-033.00 GeoEngineers: Sprague Bowdish PCC Intersection Geotech & Design0 0
AGREEMENT FOR PROFESS I ON A L S RV ICE -S
GeoEngineers, Inc.
Geo tee hidcal Exploration rand Pavement Design Services
Contract #0"10
T.H]-S AGRE. MFNT is made by and between the City of Spokane Valley, a Ci ty of the State of
Washington, hminafter "City" and 0eoEnginocis, Inc., hereinafter "Consultant," jointly reterred to as
-`parties,"
IN CON S IDE KA T 10 Ni of the terms and conditions contained Herein the parties agree as Follows;
I. Work to Be Performed. The C;onsUlCant will provide all labor, services and material to
yatisNoorily complete the attached Scope of S mices entitled Scope offork Geotechnical E:xplo,-arfun &
Pa uemew Design for Sprague — Bowdish PCB' YonerseCtfon, dated Fefamary 2 7, 2008.
A. AiImini grat ion- The City Manager or designee shalI Aminister and be the primary
contact for Consultant. Prior to CVmmcncernent 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 slial I commence work, perform the requested tasks in the: Scope of Work, stop work
and prolmptly cote any failure in performance under this agreement,
B- Represeniatinn - The City has relied upon the gljuIifi oat i0ns of the Consultant in
enL,�:ring into this agreement. By execution of this agreement, Consultant reps -c sents it possesses the ability,
skill and resources necessary to porform the work and is fall] iliar With all current laws, mles and regulUtions
w11ich reasonably rClatO Ua the Scope of Work. No substitutions 0 agreed upon personnel shal I b made
without the writtCn consent of the City,
ConsuICant shall perform its services with t11ut degree of care and skill Ortiintn-i I exercised
Llnder - similar QLin JitionS �y pro lessional cons tiItanls PFA(CIiCiFig in the sIume discipline at the st {mc Lime and
IocutioLi. Consultant shall be responsible for the tv hnical accuracy of its services and du"ments resulting
therefrom, and City shat I not be responsible fur discoverincr 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, MQdi_fJ cat ions. The City may mud Cy this agreement and order changes in the work
whenever necessary or advisable. The Consultant w i I I acucpt modi Fi cat ion s when ordered in writing by the
City LManaacr or designee. Compensation for such modifications or changes shall be as mutually agreed
between the parties. The Con suI Lan t shall make such revisions in the work as are necessary to correCl errors
or omissions appearin3 therein when required Ica do so by the City witlaout additional eompcnsation.
2. Term of Contract, This agreement shall be in full force and effect upon executioil 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 prcvLously authorized and
satisfactorily performed prior to the termination date.
3. Compensation. The City agrees to pay tlae Consul tan L on a time and material basis, not to
Agreement far Pro{e55ianal Services- 6eoEngineer5. Project #0092 - Bowdishl5prague- FCC Znter5ection
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exceed $12,300.00 for Geotechnical Exploration &: Analysis Services as described in the attached proposal.
A Management Reserve Fund in the amount of $1,230.00 is also hereby established for a total contract
amount of S 13,530.00 as full compensation for everything done under this agreement.
4. Payment. The Consultant shall be paid monthly upon presentation ofan 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.
5. ,notice. Notice shall be given in writing as follows:
TO THE CITY: TO THI- CONSULTANT:
Name: Christine Bainbridge, City Clerk Name: Jim I•Iarakas, P.E., LEG
Phone Number: (509)921 -1000 Phone Number: (509) 363 -3 125
Address: 11707 Bast Sprague Ave, Suite 106 Address: 523 1:. Second Avenue
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 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. /L
Totprofcssional Limitation of Remedies. The Consultants aggreis tlity responsibility to the City, including that of its officers, directors, employees and agents, is limi $1 ;000,000. 'Chic limitation of remedy applies to all
lawsuits; claims or actions based on allegations errors or omissions, whethcr identified as 1PD
arising in tort, contract or other legal theory, when the alleged errors or omissions arise. out of, or are related 1.1 .7'
Agreement for Professional Services- GeoEngineers, Project #10092 - Brnvdish /5prague PCC Intersection
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to, services under this Agreement or any continuation or extension of services.
A. Minimum Scone 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 promises, 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 performer) 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.
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 S1,000,000 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. Professional Liability insurance shall be written with limits no less than
S1,000,000 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, and C� c
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 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 30 days prior written notice by
Agreement for Professional Services- GeoEngineers, Project #0092 - Bowdish /Sprogue ACC Intersection
Poge 3 of 5
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certified mail, return receipt requested of a cancellation.
I). Acceptability of Insurers. insurance is to be placed with insurers with a current
A.AM. Best rating of not less than A:V1I.
E. Evidence of Coverage. 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. to the extent of Consultant's negligent
acts, errors or omissions
11, Indemnification and Hold Harmless. The Contultantshall defend, indemnify and hold the
City, its officers, officials, employees and volunteers harmless 49m any and all claims, injuries, damages,
losses or suits including reasonable attorney fees, arising out of o 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 }t W , 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 tenn.ination 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 he 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. Delegation. Neitherparty shall assign, transferor delegate any oral] 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.
Agreement for Professional 5ervices- GeoEngineers, Project #0092 - Rowdish /Sprague Pcc Intersection
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7114011
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 of
2t A , 2008.
CI O E V LLEY:
avi Mercier, City Manager
ATTEST:
U i
hnstine Bainbridge, City Clerk
Consultant:
ner REDACTED
ax ID No. � _ _
APPROVED AS TO FORM:
Office of 4e City A ey
Agreement for Professional Services- GeoEngineers, Project #0092 - Bowdish /Sprague PCC Intersection
Page 5 of 5
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.
Willis
Fax
Date /Time: Mon, Mar 10 2008 03:45:31 PM EST
Pages: 4
10:
�'ax: SOo.921.10C3
From: Rilli9 North Amezica, Inc.
k'ax: 883- 467 -2313
Voice: 877- 945 -7378
Email: ce= tificateslawilliy.cam
Subject: your Certificate request for GeoEngineers, Inc. - Ai11i3:- •2962545
We trust this document is issued in compliance with your needs.
However, if you have any ouestions or wish to discuss it in mnv was,
please do not hesitate to contact us.
Thank you,
Please contact sender if you do not receive the number of pages stated or have difficulty with legibility. Please be
aware that this facsirnile i3 confidential. If you are not the intended recipient, please notify us imtnediately. You
should not copy it or use it for any purpose; nor disclose its contents to any other person
I 1
ACORD� CER FICATE OF
1 iR
LIABILITY INSURANCE Pegg 1 of q
1 03110/2008
PROIYUCER 877- 945 -7378
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
llillis North America, •laic.
HOLDER. THIS CERTIFICATE DOES NOT AMEND; EXTEND OR
26 Conttu:y Blvd.
ALTER THE COVERAGE_ AFFORDED BY THE POLICIES BELOW -
P. o. Box 305191
LIABI UTY
OOMMEROLALOENERALLIAEILIiY
OLAIMS MADE a] OCCUR
1fA Stop Cno
630532D8375TIL07
Nashville, TN 372305191
INSURERS AFFORDING COVERAGE
NAIC#
INSURED c006n311100ro, Inc.
Attn: Dobbio W11LLamo
S23 Sast 211d Avenue
INSUF.ERA:Travelers Property Cnnualty company compaiiy of Am
25674 -003
INSUF,ERB:Travelers Indemnity company
256SO -001
INSURER 0;
PERSCRALAADVINJURY
Spokene, 14A 99202
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GE,VERALAGGAB.GATE
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GER'LAGGREOATE LIMIT APPLIES PER:
PQLIOY 1 O- LOO
PROD- OO,HP/OPAGG
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAIv1E0 ABOVE FOR THE POLICY PERIOD INDICATED. NOTWIiHSTANDIIJG
ANY REQUIREMENT, TERN1 CR CONDITION OF APIY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY PF- ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONOI'nONS OF SUCH
POLICIES. AGGREGATE LU -1ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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OESCRiPTIONOF OPERATIONS /LOCAIIONSIVEHICLESOEXCLUSIOI4 AOaEDDYENDORSM 14EM'ISPECIALPROVISIONS
PiJ,e No. 11264 - 010 -00
Re: Geotechnical Engineering Services, Proposed Sprague Avenue /Bowdish Street Intersection
Reconstruction, Spokane Valley, Washington.
L +1'11 I WIL,.fA 19: MULIJI :h{ L.AML:I_LLA1 IUN
City of Spokane Valley
Attn: Craig Aldworth
11707 East Sprague Avenue
Suite 106
Spokane Valley, LdA 99206
SHOULD ANY OF THE ABOVE OESCRISED PO LICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO ML 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAIAED TO THE LEFT. BUT FAILURE TO DO SO SMALL
WPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
AUUHU2S(2001108) Co11:2286537 Tpl:702857 Cert:10394423 mACORD CORPORATION 1988
Alk
F-1
W111.IS
CERM FICATE OF LIABILITY INSURANCE Page 2 of 3
1 03/10/2008
PRODUCER
877 -945 -7378
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
WLILlo North Amoric:n, XuO.
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
26 century Blvd.
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC#
P. 0. Box 305191
Nonhvl.l.lo, Tt+ 372305191
INSURED
GecEn ineere Inc. q ,
Attu: 0ebbio Wiliiomo
;23 Ea at 2nd Avonuo
1NS RE A: Travelers Property Caeualty Company of Am
25674-003
INSURERB:Travelers Indemnity Company
25650 -001
IN3URER0:
Spokane, WA 99202
INSURER D:
INS±�RER E:
tusioxs A004o a
7:t Is acgrced that City of Spokane Valley is included as an Additional Insured as respects to
Gencral I,iabilit:y, but: solely in regards to work being performed by or on behalf of the Named
Insured in connection with the project described herein.
Coll:22 86537 Tpl:702857 Cert:10394423
Page 3 of 3
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 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 afforded by the policies listed thereon.
ACURUP.5(ZU01108) Co11:2286537 Tp1:702857 Cert:10394423