Resolution 03-039 Approving Form of Agreements for Professional Services •
RESOLUTION NO. 03-039
CITY OF SPOKANE VALLEY
SPOKANE COUNTY,WASHINGTON
A RESOLUTION APPROVING THE FORM OF AGREEMENTS FOR PROFESSIONAL
SERVICES,GENERAL SERVICES AND CONSTRUCTION SERVICES.
WHEREAS, to ensure that work and services are properly and competently performed on behalf
of the City of Spokane Valley, it is advisable to enter into contracts for such work and services;
WHEREAS, the City has enacted Ordinance No. 11 Creating and Establishing a Small Works
Roster to Award Public Works Contracts, Ordinance No. 12 Granting the City Manager Contract
Authority, and Ordinance No. 22 Providing for the Procurement of Architectural and Engineering
Services; and
WHEREAS, to facilitate and expedite the business of the City including the letting of contracts
for goods, services and work, the City Council is desirous of adopting certain form agreements to be
executed by the City Manager in conformance with the above ordinances and State law.
NOW THEREFORE, be it resolved by the City Council of the City of Spokane Valley,
Spokane County, Washington, as follows:
The below identified agreements are approved by the City Council as the form agreements to be
entered into by and between the City and individuals, entities or organizations performing services, work
or providing goods, equipment, supplies or property to the City of Spokane Valley. To make an
agreement by and between the City of Spokane Valley and a person or entity, the City Manager is
authorized to execute the form agreements including modifying the same, as reasonably necessary,
provided such modifications do not substantially change the terms or conditions contained in the
agreement. The following form agreements, which are attached hereto, are approved for use by the City
Manager.
(1) Agreement for Services;
(2) Agreement for Professional Services; and
(3) Agreement for Construction Services.
Adopted this a day of June, 2003.
City of Spo le alley
141/1/1✓� //
Mayor Michael DeV ming
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City Clerk, Christine Bainbridge
Approved as to Form:
to .m City fey, Stan ey M. Schwartz
S:l cbainbiidgc Utcsolutions%2003Utcsolution 03-039 approving contract purchase forms.DOC Page I of I
AGREEMENT FOR SERVICES
[Name of Contractor]
THiS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington,hereinafter"City"and hereinafter"Contractor,"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 Contractor will furnish all equipment,supplies,material and
labor to provide the following services:
(Hereinafter"work").
The City Manager or designee shall administer and be the primary contact for Contractor. Prior to
commencement of work,Contractor shall contact the City Manager or designee to review the scope of work,
schedule and date of completion. Upon notice from the City, Contractor shall commence work,perform the
work,stop work and promptly cure any failure in performance under this agreement.
All work shall be performed pursuant to adopted City standards,policy or as otherwise set forth in this
agreement.Contractor shall exercise best efforts including the selection of the highest quality materials so that
all work performed shall be in compliance with current related industry standards.
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
be completed by the day of ,2003. Either party may terminate this Agreement by ten(10)
days written notice to the other party. in the event of such termination,the City shall pay the Contractor for all
work previously authorized and satisfactorily performed prior to the termination date.
3. Compensation. The City agrees to pay the Contractor a lump sum not to exceed [write
amount] (S ) as full compensation for everything furnished and done under this
agreement.
[OR]
The City agrees to pay the Contractor on a time and materials basis as set forth on the attached fee and
cost schedule provided the total sum does not exceed [write amount] ($ ).
4. Payment. The Contractor may elect to be paid in monthly installments upon presentation of
an invoice to the City or in a lump sum upon completion of the work. Applications for payment shall be sent
to the City Clerk at the below stated address.
Agreement for Services Page 1 of 3
•
The City reserves the right to withhold payment under this agreement which is determined in the
reasonable judgment of the City Manager 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 THE CONTRACTOR:
Name: Christine Bainbridge, City Clerk Name:
Phone Number: (509)921-1000 Phone Number:
Address: 11707 East Sprague Ave, Suite 106 Address:
Spokane Valley, WA 99206
6. Applicable Laws and Standards. The parties,in the performance of this agreement,agree to
comply with all applicable Federal, State, local laws, City ordinances, and regulations.
7. Relationship of the Parties. It is hereby understood,agreed and declared that the Contractor
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 Contractor. Any and all employees who provide
services to the City under this agreement shall be deemed employees solely of the Contractor.The Contractor
shall be solely responsible for the conduct and actions of all employees under this agreement and any liability
that may attach thereto.
8. Contractor to Be Licensed And Bonded. The Contractor shall be duly licensed and
bonded by the State of Washington.
[OR]
The Contractor shall be duly licensed and bonded by the State of Washington. Contractor shall
purchase and maintain during the term of this agreement a comprehensive general liability policy in the amount
of S1,000,000.00 per occurrence with the City as an additional named insured. A copy of the certificate shall
be provided to the City. Notice of cancellation of such insurance shall be given to the City by Contractor's
insurer.
9. Indemnification and Hold Harmless. Each party shall indemnify and hold the other, its
officers, employees, agents and volunteers harmless from and against any and all claims, demands, orders,
decrees or judgments for injuries,death or damage to any person or property arising or resulting from any act
or omission on the part of said party or its agents, employees or volunteers in the performance of this
Agreement.
10. 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.
Agreement for Services Page 2 of 3
1 1. 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.
12. Jurisdiction and Venue. This Contract is entered into in Spokane County, Washington.
Venue shall be in Spokane County, State of Washington.
13. 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,Contractor's attorney fees payable by the City shall not
exceed the lump sum amount of this agreement.
14. 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.
15. 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.
16. Business Registration. Prior to commencement of work, Contractor shall register with the
City as a business.
17. Exhibits. Exhibits attached and incorporated into this agreement are:
IN WITNESS WHEREOF, the parties have executed this Agreement this day of
,2003.
CITY OF SPOKANE VALLEY: CONTRACTOR:
City Manager Owner
Tax 1.0.No.:
ATIEST: APPROVED AS TO FORM:
City Clerk City Attorney
Agreement for Services Page 3 of 3
AGREEMENT FOR PROFESSIONAL SERVICES
Name of Consultant)
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington, hereinafter "City" and 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.
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 Work,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 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 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. This Agreement shall be in full force and effect upon execution and shall
remain in effect until completion of all contractual requirements.
Either party may terminate this Agreement by ten(I0)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.
3. Compensation. The City agrees to pay the Consultant[insert amounts as full compensation
for everything done under this agreement. The City shall reimburse the Consultant for photocopying,postage,
graphic reproduction at actual cost and will pay for authorized travel (excluding travel to the City to attend
meetings, presentations or otherwise perform the services herein) at a rate of 5.32 per mile.
Agreement for Professional Services Page i of 4
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 Work, City
Standards, City ordinances and federal or state standards.
5. Notice. Notice shall be given in writing as follows:
TO THiv CITY: TO Ti1E CONSULTANT:
Name: Christine Bainbridge,City Clerk Name:
Phone Number: (509)921-1000 Phone Number:
Address: 11707 East Sprague Ave, Suite 106 Address:
Spokane Valley, WA 99206
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 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.
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. During the term of the contract,the Consultant shall maintain in force at its own
expense,the following insurance:
A. Workers' Compensation Insurance in compliance with RCW 51.12.020, which
requires subject employers to provide workers' compensation coverage for all their subject workers and
Employer's Liability or Stop Gap Insurance in the amount of$1,000,000.00;
B. General Liability Insurance on an occurrence basis with a combined single limit of not
less than$1,000,000.00 each occurrence for bodily injury and property damage. It shall include contractual
liability coverage for the indemnity provided under this contract. It shall provide that the City, its officers,
employees and agents are additional insureds but only with respect to the Consultant's services to be provided
under the contract;
Agreement for Professional Services Page 2 of 4
C. Automobile Liability Insurance with a combined single limit,or the equivalent,or not
less than $1,000,000.00 each accident for bodily injury and property damage, including coverage for owned,
hired or non-owned vehicles; and
D. Professional Liability Insurance with a combined single limit of not less than
$1,000,000.00 each claim,incident or occurrence. This is to cover damages caused by the error,omission,or
negligent acts related to the professional services to be provided under this contract. The coverage must
remain in effect for at least two(2)years after the contract is completed.
There shall be no cancellation,material change,reduction of limits or intent not to renew the
insurance coverage(s)without thirty(30)days written notice from the Consultant or its insurer(s)to the City.
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,the thirty(30)day cancellation clause,and the deduction or retention level. Insuring companies
or entities are subject to City acceptance. I 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. Each party shall indemnify and hold the other, its
officers, employees, agents and volunteers harmless from and against any and all claims, demands, orders,
decrees or judgments for injuries, death or damage to any person or property arising or resulting from any act
or omission on the part of said party or its agents, employees or volunteers in the performance of this
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 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 consent of the
City or upon order of a Court of competent jurisdiction.
16. Jurisdiction and Venue. This Contract is entered into in Spokane County, Washington.
Venue shall be in Spokane County, State of Washington.
Agreement for Professional Services Page 3 of 4
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. Exhibits. Exhibits attached and incorporated into this agreement are:
[scope of services, insurance certificates]
IN WITNESS WHEREOF,the parties have executed this Agreement this day of
2003.
CITY OF SPOKANE VALLEY: Consultant:
City Manager Owner
Tax ID No.
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Agreement for Professional Services Page 4 of 4
AGREEMENT FOR CONSTRUCTION SERVICES
[Name of Contractor]
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington, hereinafter "City" and hereinafter "Contractor,"jointly referred to as
"parties."
IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows:
I. Work to Be Performed. The CONTRACTOR shall do all work and furnish all labor,tools,
materials,supplies and equipment for the Improvement Project(hereinafter"work") in
accordance with,and as described in Exhibit (Contract Plans),and 2002 Standard Specifications for Road,
Bridge and Municipal Construction of the Washington State Department of Transportation,which are by this
reference incorporated herein and made part hereof("Contract Documents"),and shall perform any changes in
the work in accord with the Contract Documents.
The CONTRACTOR shall,for the amount set forth in the Contractor's bid proposal attached hereto,
assume and be responsible for the cost and expense of all work required for constructing and completing the
work and related activities provided for in the Contract Plans and Contract Documents, except those items
mentioned therein to be furnished by the City of Spokane Valley.
The City Manager,or designee,shall administer and be the primary contact for Contractor. Prior to
commencement of work, Contractor shall exercise best efforts to contact the City Manager or designee to
review the scope of work, schedule, and time of completion. Upon notice from the City, Contractor shall
promptly commence work,complete the same in a timely manner,and cure any failure in performance under
this agreement.
Unless otherwise directed by the City,all work shall be performed in conformance with the Contract
Plans,Contract Documents,City and State standards. Contractor acknowledges review of the Contract Plans
and Contract Documents and accepts the same. Contractor shall exercise best efforts, including the selection of
the highest quality materials,so that all work performed shall be in compliance with current related industry
standards.
2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall
remain in effect until
The City may terminate this Agreement by ten(10)days' written notice to the other party. In the event
of such termination, the City shall pay the Contractor for all work previously authorized and satisfactorily
performed prior to the termination date.
3. Compensation. The City agrees to pay the Contractor:
['J a fee of for the work, as full compensation for everything furnished and
done under this Agreement.
or
Agreement for Construction Services Page I of 4
[41 on a time and material basis as set forth in the attached bid up to a maximum fee of
as full compensation for everything furnished and done under this Agreement.
4. Payment. The Contractor may elect to be paid in monthly installments,upon presentation of
an invoice to the City,or in a lump sum,upon completion of the work. 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,to be noncompliant with the Contract Plans,Contract Documents,or
City or State standards.
5. Notice. Notice shall be given in writing as follows:
TO THE CITY: TO THE CONTRACTOR:
Name: Christine Bainbridge, City Clerk Name:
Phone Number: (509)921-1000 Phone Number:
Address: 11707 East Sprague Ave., Suite 106 Mobil:
Spokane Valley, WA 99206 Address:
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 City ordinances and regulations.
7. Prevailing Wages on Public Works. Unless otherwise required by law,if this contract is for
a"public work"which is defined as"work,construction,alteration,repair or improvement other than ordinary
maintenance executed at the cost of the City,"the following provision applies:
This Agreement provides for the construction of a public work and a payment of prevailing
wages according to Washington law. All workers, laborers or mechanics shall be paid a
prevailing rate of wage that is set forth in an Exhibit to this Agreement.
Before any payment may be made to Contractor a "Statement of Intent to Pay_Prevailing
Wages" must be submitted to the City. Following final acceptance of the public works
project, the Contractor and each subcontractor shall submit an "Affidavit of Wages Paid"
before retained funds will be released to the Contractor. The affidavit must be certified by the
industrial statistician of the Department of Labor and Industries.
8. Relationship of the Parties. It is hereby understood,agreed and declared that the Contractor
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 of the work is
solely within the discretion of the Contractor. Any and all employees who provide services to the City under
this Agreement shall be deemed employees of the Contractor. The Contractor shall be solely responsible for
the conduct and actions of all employees under this Agreement and any liability that may attach thereto.
9. Warranty. Unless provided otherwise in the Contract Plans or Contract Documents,
Contractor warrants all work and materials performed or installed under this Contract are free from defect or
failure for a period of one year following final acceptance by the City,unless a supplier or manufacturer has a
warranty for a greater period, which warranty shall be assigned to the City. In the event a defect or failure
Agreement for Construction Services Page 2 of 4
occurs in work or materials, the Contractor shall within the warranty period remedy the same at no cost or
expense to the City.
10. Contractor to Be Licensed,Bonded and Insured. The Contractor shall be duly licensed and
bonded by the State of Washington. Contractor shall purchase and maintain, during the term of this
Agreement,a comprehensive general liability policy in the amount of 51,000,000.00 per occurrence,with the
City as an additional named insured. A copy of the certificate shall be provided to the City. Contractor's
insurer shall give notice of cancellation of such insurance to the City.
11. indemnification and Hold Harmless. Each party shall indemnify and hold the other, its
officers,employees,agents,and volunteers,harmless from,and against,any and all claims,demands,orders,
decrees,or judgments for injuries,death,or damage to any person or property arising or resulting from any act
or omission on the part of said party, or its agents, employees or volunteers, in the performance of this
Agreement.
12. Waiver. No officer,employee,agent,or other individual acting on behalf ofeither 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 ofthe
responsibilities of this Agreement, or the benefits received hereunder, without first obtaining the written
consent of the other party.
14. Jurisdiction and Venue. This Contract is entered into in Spokane County, Washington.
Venue shall be in Spokane County, State of Washington.
15. Arbitration. All disputes arising under this Agreement shall be resolved through arbitration
pursuant to State law. Rules for arbitration shall be those prescribed by the American Association of
Arbitration.
16. 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 and signed by the parties hereto.
17. 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.
18. Business Registration. Prior to commencement of work,Contractor shall register with the
City as a business.
19. Exhibits. Exhibits attached and incorporated into this agreement arc:
Agreement for Construction Services Page 3 of 4
IN WITNESS WHEREOF, the parties have executed this Agreement this _ day of
, 2003.
CITY OF SPOKANE VALLEY: CONTRACTOR:
City Manager Owner
Tax I.D.No.:
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
Agreement for Construction Services Page 4 of 4