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08-104.00 Berk and Associates: Spokane Metro & UGA Fiscal & Svc AssessmentAGREENIENTT FOR.. 110FESSIONAL SERVICES Berk and Associates, Inc. THIS AGREEN MNIT 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 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 an Emerging Issues Grant from the OVA State Department of Community, Trade, and Economic 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 Emerging issues Grant, the City of Spokane Valley has designated Susan Winchell, Boundary Review Board Director, as Project Manager for the grunt. 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 fvniliar 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'accurac_y 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. Tile 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. The contract shall begin upon signature of both parties and nun 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. Agreement for Professional Services Page 1 of 6 Berk end Associates C08 -104 3. Compensation. 7'he City agrees to pay the Consultant on a time and materials basis in accordance with the attached fee schedule as fill compensation for everything done under this agreement, not to exceed $19,600 for work directed by the City. 4. Pavnient. 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 borne by the City. The City reserves the right to withhold payment under this agreement which is determined in the reasonable judgment ofthe City Manager or designee to be noncompliant �N7th 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 THE CONSULTANT: Name: Christine Bainbridge, City Clerk Phone Number: (5 09) 921 -1000 Address: 11707 Last Sprague Ave, Suite 106 Spokane Valley, `VA 99206 Name: Berk and Associates, Inc. Phone Number: (206) 324 -8760 Address: 120 Lakeside Avenue, Suite 200 Seattle, OVA 98122 6. Applicable Laces 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 agueement 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. Ownership of Documents. F111 drawings, plans; specifcations, and other related dacument5 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 laces. 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. Agreement for Professional Services Page 2 of 6 Berk and Associates 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 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 provid ing equivalent 1 iability 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. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance. limits: 1. Automobile Liability insurance with a minimum combnned 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. Accel2tabilily of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A AM. Agreement for Professional Services Page 3 of 6 Berk and Associates E. Evidence ofCoveraae. 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. Tlie 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 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 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 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 j urisdiction. 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 Attorners 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 6 Berk and Associates 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 Certificate IN WITNESS WHEREOF, the parties have executed this agreement this day of 2008. CITY OF POKANE VALLEY: 1 David Mercier, City Manager rA Christine Bainbridge, City Clerk C t : Michael Hodgins, Principal Tax ID No. _ REDACTED APPROVED AS TO FORM: Office o e City A orney 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. Agreement for Professional Services Berk and Associates Page 5 of 6 BERK AND ASSOCIATES CONTRACT ATTACHMENT A SCOPE OF WORK Emerging Issues Grant Tasks Budget Service Delivery (Clarification of Regional and Local Services ) 15;780, 1. Draft First Take on Service Delivery 2. Day trips to Spokane 2 3. Develop Draft and Final Service Delivery Identify Options for Revenue Solutions 3J2 1 0 1. Meet with Project Team 2. Develop Draft and Final Memorandum Outlinin Revenue Options Subtotal c_onsultunt'cost 18;90.0 Expenses 700. Total' 1;600, Agreement for Professional Services Page 6 of 6 Berk and Associates CERT CATE OF LIABILITY INSURANCE DATE 08/001/1 /220008 08 PRODUCER (425)827 -7400 FAX (425)827 -7402 McDonald Insurance Group Inc 416 6th St 5 PO Box 3089 Kirkland, WA 98083 -3089 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 9 wsuneD BERK & ASSOCIATES INC 120 LAKESIDE #200 SEATTLE, WA 98122 INSURERA: Hartford Fire Ins Co 19682 U?5URERB: LIMITS WSURERC: INSURER 0: 525BACRIB40 INS UAMF E: 06/21/2009 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NO'RUITHSTANDING ANY REOUIROMENT, TERN( OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WMCH THIS CERTIFICATE AMY 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 LIMATS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. wSR IM OD- NqBC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERALUABD.ITY 525BACRIB40 06/21/2008 06/21/2009 EACHOCCURRENG- S 1'000'0-0( X CWAMERCIAL GENERAL LIABILnY DAMAGE TO RENTED S 300,00( CLAWS lAADE a OCCUR MED EXP (Any one pe son) S 10 , 00 A PERSONAL d ADV INJURY - 1,000,00 GENERAL AGGREGATE 5 2,000,00( GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPJOP AGG S 21000.000 X POLICY j LOC AUTOMOBILEUABIUTY SZSBACR1840 06/21/2008 06/21/2009 CXI1.IDwsa SINGLE LIMIT S ANY AUTO iEa aoddart) 1,000,00 BODILY INJURY ALL ONV UED AUTOS A SCHEDULED AUTOS IPerperacrl) 5 x tolmAUTOS BODILY IItJURY S X NO.wOwNEDAUTOS iPOracadegq PROPE:RIY DAMAGE $ (Per asddrrd) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO DTHERTHAN EA ACC 5 AUTO ONLY: AGG S EXCESSIUMBRELLAUABILITY EACH OCCURRENCE S OCCUR Q CLAIMSMADE AGGREGATE S S DEDUCTIBLE S RETENTION S S WORKERS COMPENSATION AND SZSBACRI840 06/21/2008 06/21/2009 I 19CS AT U• X OTL A ELIPLOYERS' LIADILAR AKY PROPRIETORlPAlTfNFR'£XECUTIVE WA STOP GAP E.L. EACH ACCIDENT S 1,000,000 E.I. DISEASE - EA F-MPLOYES s 1,000,000 OFFtCER'IAEM.BER EXCLUDE07 11 yea, dcscribo under SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT S 1,006,000 OTKER DESCRIPTION OF OPERATIONS I LOCATLONS I VEHICLES I EXCLUSIONS A00VD BY ENPORSEMENTI SPECIAL PROVISIONS -ity of Spokane Valley is included as additional insured with respects to wort( performed per written = ontract. City of Spokane Valley Attn: Christine Bainbridge, City Clerk 11707 East Sprague Ave, Suite Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSLrNC DISURER 1YILL ENDEAVOA TO MAIL 30 DAYS WRITTEN NOTICE TO THE ccR-anrATB ROLOER NAMED TO THE LEFT, BUT FAILURETO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIAEILM OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ��r-•• K David Tucker /JOHNG ACORD 25 (2001 /08) @ ACORD CORPORATION 1988