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12-076.00 SvR Design: Appleway Trail University to EvergreenAGREEMENT FOR PROFESSIONAL SERVICES SvR Design Company SVPW #12 -025 THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and SvR Design _Company 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 shall 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 Services, 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 Services, 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 Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of the City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. 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. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. 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 as determined by the City. Consultant shall complete its work by June 28`h, 2012, unless the time for performance is extended in writing by the Parties. Agreement for Professional Services SVPW #12 -025 Page I of 6 0,0 1 �_-u7� Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. The City may, in addition, terminate this Agreement for any reason by ten days' written notice to the Consultant. In the event of termination without breach, 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 $ 11,500 as full compensation for everything done under this Agreement. Consultant shall not perform any extra, further or additional services for which it will request additional compensation from the City without a prior written agreement for such services and payment therefore. 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 Services, City standards, City Code, 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 Name: Amalia Leighton Phone: (509) 921 -1000 Phone: (206) 223 -0326 Address: 11707 East Sprague Ave, Suite 106 Address: 1205 Second Ave, Suite 200 Spokane Valley, WA 99206 Seattle, WA 98101 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Relationship of the Parties. It is understood, agreed and declared that the Consultant shall be an independent contractor, 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. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of the City. The City shall be permitted to retain these documents, including reproducible camera -ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that the Consultant shall have no liability for the use of the Consultant's work product outside of the scope of its intended purpose. Agreement for Professional Services SVPW# 12 -025 Page 2 of 6 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 Agreement. 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 Agreement 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, employees or subcontractors. 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' 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 $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. Professional 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: 1. The Consultant's insurance coverage shall be primary insurance with respect to 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. Agreement for Professional Services SVPW #12 -025 Page 3 of 6 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed Agreement. 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. Claims for Professional Liability: The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless, but not defend the Client, its officers, directors and employees against all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever, to the extent caused by the Consultant's negligent, grossly negligent, or intentionally tortious performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Consultant is legally liable. Indemnification shall include reimbursement for all attorneys fees and expenses that the Client incurred defending against claims for such damages, liabilities, and/or`' costs, but only to the extent of the proven negligence of the design professional. All other Liabilities Except Professional: The Consultant shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel - related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. Agreement for Professional Services SVPW# 12 -025 Page 4 of 6 Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity by the provisions of this Addendum extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 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 a 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 con_ templated 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 prior 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. Disputes between the City and Consultant shall be resolved• in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at the City's request, be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 17. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 18. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes 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 Agreement for Professional Services SVPW #12 -025 Page 5 of 6 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 'lK The Parties have executed this Agreement this day of ,20(2 + -SP KANE VALLEY Mike Jack n City Manager Consultant: By: Its: AuTiorized Representative 'PAW: 1 P.C. N- V- t.a-t- r►- kC%- ra6t-v- APPROVED AS TO FORM: Office o t e City Attorn Agreement for Professional Services SVPW# 12 -025 Page 6 of 6 0 DESIGN COMPANY May 16, 2012 Inga Note, PE City of Spokane Valley, Public Works 11707 E. Sprague Ave, Suite 106 Spokane Valley, WA 99206 Re: Planning Services - REVISED Appleway Trail — University to Evergreen Dear Inga: We are pleased to submit this proposal to the revised provide Planning Services for the Appleway Trail — University to Evergreen. Proposed Project Project Site The Appleway Trail from University to Sprague is identified as a proposed shared use path through the City of Spokane Valley. The project is located in an abandoned rail corridor. The shared use path may share the corridor with high capacity transit in the future. Project Description The City of Spokane Valley is exploring the opportunity to submit this 2 mile section of the Appleway Trail for funding through the Washington State Department of Transportation Pedestrian and Bicycle Program. This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. P:\Public Works \Contracting\2012 \Svr Engineering \SvR_Appleway Trail Concept Plan—University to Evergreen.doc SvR Design Company will assist the City of Spokane Valley in the development of the conceptual plan for the trail improvement to meet the requirements of the grant and to provide an estimate of probable cost for construction. The concept plan may consider, but not be limited to the shared use trail design and crossing treatments at Bowdish, Pines, McDonald and Evergreen. Civil Engineering Landscape Architecture Schedule/Phasing Environmental The conceptual plan design and estimate of probable cost will be completed by June 28, 2012 Restoration Planning in time for Spokane Valle to meet the June 30 2012 deadline. That is the date that the ant p y � � application for the Washington State Department of Transportation Pedestrian and Bicycle 1205 Second Avenue Program is due. Suite 200 Seattle, WA 98101 SCOPE OF SERVICES Phone: 206.223.0326 Fax: 206.223.0125 Conceptual Design $11,500 svrsvrdesign.com Conceptual Design tasks include: • Coordination with City of Spokane Valley This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. P:\Public Works \Contracting\2012 \Svr Engineering \SvR_Appleway Trail Concept Plan—University to Evergreen.doc Inga Note, PE - City of Spokane Valley ' Planning Services: Appleway Trail — University to Evergreen May 16, 2012 Page 2 of 2 • Review of Existing Conditions • Basis of Conceptual Design Report including: • Shared Use Path location • Stormwater Management • Crossing Treatments at three locations • Plan view of Appleway Trail (using GIS as the base) • Two Typical Sections of the Appleway Trail Deliverables: • Coordination with City of Spokane Valley Staff • Basis of Design Report —delivered 11x17 sheets in PDF form. • Plan view of Shared Use Plan Concept — delivered in PDF form. • Two Typical Sections of the Appleway Trail — delivered in PDF form. FEE For the scope of services described above, SvR shall be paid fee of time plus expenses of $11,500. Please contact me at via phone at 206.223.0326 or via email at amalial@svrdesign.com if you have any questions or would like additional information. Sincerely, Amalia Leighton, PE Civil Engineer/Planner SvR Design Company This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. SVRDES ZA N C E DATE (MM/DD/YYYY) 6/04/2012 ITS UPON THE CERTIFICATE HOLDER. THIS COVERAGE AFFORDED BY THE POLICIES THE ISSUING INSURER(S), AUTHORIZED sed. If SUBROGATION IS WAIVED, subject to it on this certificate does not confer rights to the SUBR WVD 300 A/C, No): 610 - 362 -8528 est @kpcom.com URER(S) AFFORDING COVERAGE NAIC # asualty Insurance Com 29424 Casualty and Surety C 31194 nderwriters Insurance 30104 10/15/2012 EEAACCH�OCCURRENCE s2,000,000 PREMISES ERENTED nce $1,000,000 MED EXP (Any one person) REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CONTRACTOR 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM /DD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 51 OCCUR X Business Liability 52SBAPQ9956 10115/2011 10/15/2012 EEAACCH�OCCURRENCE s2,000,000 PREMISES ERENTED nce $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X JE4 7 LOC PRODUCTS - COMP /OP AGG $4,000,000 $ C AUTOMOBILE LIABILITY X ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIREDAUTOS X NONNOSWNED 52UECUM6217 10/15/2011 10/15/201 MBINED (CEO ..d.n,SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PeOrPERTnDAMAGE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) Use, describe under DESCRIPTION OF OPERATIONS below N/A 52SBAPQ9956 (WA Stop Gap) 0/15/2011 10/15/201 WC STATU- X OTH- LIMITS ER E.L. EACH ACCIDENT $1 1000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT 1 $1,000,000 B Professional Liability 105350677 10/04/2011 10/04/2012 $2,000,000 per claim $4,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space Is required) Re: Project No. 12020, Appleway Trail. As required by written contract the City of Spokane Valley is named as an additional insured and coverage is primary and non - contributory per the Business Liability Coverage form SS0008, attached to the policy. Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley Attn: Ryan Kipp 11707 E. Sprague Avenue, Suite 1006 Spokane, WA 99206 ACORD 25 (2010105) 1 of 1 #S7318557/M6565388 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD MXTJU