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HomeMy WebLinkAbout02/07/2017 06G Yakima Regional Wastewater Treatment Facility; On-Call Services Agreement with Gray & Osborne, IncBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 6.G. For Meeting of: February 7, 2017 ITEM TITLE: Resolution authorizing an agreement with Gray & Osborne, Inc., in an amount not to exceed $250,000, to provide on-call planning and engineering services for the Yakima Regional Wastewater Treatment Facility SUBMITTED BY: Scott Schafer, Director of Public Works Mike Price, Wastewater Division Manager 249-6815 SUMMARY EXPLANATION: The Wastewater Division occasionally requires on-call professional consulting and engineering services including planning documents and capital improvement plan updates; structural, equipment and capacity assessments; recommendations and cost estimates for improvements, repair or replacement; and engineering support during bidding and construction. The City reviewed Statements of Qualifications and held interviews with firms from the Municipal Research and Services Center (MRSC) of Washington roster, a statewide small works and consultant roster system. The City selected Gray & Osborne, Inc. based upon the firm's experience, technical knowledge, and expertise in providing the required services. The terms of the two-year agreement would be in an amount not to exceed two -hundred and fifty - thousand dollars ($250,000) total compensation for tasks requested by the City Wastewater Manager for the Yakima Wastewater Treatment Plant (see attached agreement with Exhibit "A," "B," and "C"). If this agreement is approved, Council would still have approval authority for any specific contracts above $50,000 related to the agreement. ITEM BUDGETED: STRATEGIC PRIORITY: Yes Public Safety APPROVED FORV*' SUBMITTAL: ~City Manager STAFF RECOMMENDATION: Adopt resolution. BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date Type Resolution Wastewater On-call Eng Services 1/17/2017 Resolution Contract Waste ter On-call Eng Services 1/17/2017 Contract RESOLUTION NO. R -2017- A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement with Gray & Osborne, Inc. in an amount not to exceed $250,000 to provide on-call planning and engineering services for the Yakima Regional Wastewater Treatment Facility. WHEREAS, the City of Yakima operates and maintains the Yakima Regional Wastewater Treatment Facility in accordance with applicable Federal, State and Local regulations; and WHEREAS, the City of Yakima Wastewater Division requires planning and engineering services on an "as -needed" basis for the Yakima Regional Wastewater Treatment Facility; and WHEREAS, the City of Yakima Wastewater Division representatives have complied with the provisions of RCW 39.80 which concerns the procurement of engineering and architectural services by a city; and WHEREAS, on September 1, 2016, the City held interviews with two Engineering firms listed on the Municipal Research and Services Center (MRSC) of Washington roster as having the experience and expertise necessary to perform these services; and WHEREAS, as a result of these interviews, the City selected Gray & Osborne, Inc. as the most qualified Engineering Firm to perform the required work; and WHEREAS, the City Council has determined that it is in the best interest of the City of Yakima to enter into a professional services agreement with Gray & Osborne, Inc., to perform the required on-call planning and engineering services; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute a Professional Services Agreement between the City of Yakima and Gray and Osborne, Inc., in an amount not to exceed $250,000.00, to provide on-call planning and engineering services for the Yakima Regional Wastewater Treatment Facility; a copy of the Agreement with Exhibit A, B, and C are attached hereto and by this reference made a part hereof. ADOPTED BY THE CITY COUNCIL this 7th day of February, 2017. ATTEST: Sonya Claar Tee, City Clerk Kathy Coffey, Mayor g Pr " tN oec o. g EV01010 III N =1 :11 J1 I =1 kq k TAIS AGREEMENT, made and entered into on this - day of 2016, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and GRAY & OSBORNE, INC., with its principal office at 701 Dexter Avenue N., Suite 200, Seattle, WA 98109, hereinafter referred to as "ENGINEER"; said corporation and its principal engineers are licensed and registered to do business in the State of Washington, and will provide consulting services under this Agreement for ON-CALL ENGINEERING SERVICES on behalf of the City of Yakima, Project No. 11624-Q, herein referred to as the "PROJECT." IiI I N *91 k f-11 K# MIMM 0=0 1011011"'11-1010 "INW1111"16"W4111010011 640NO V— ,9ECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. 2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of ENGINEER shall not be construed to exceed thosc services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assig Nancy J. Wetch. P.E. as Principal -in -Charge throughout the term of this Agreeme unless other personnel are approved by the CITY. 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitl "SCOPE OF WORK' (WORK) which is attached hereto and made a part of this Agreement as fully set forth herein. Page 1 ot.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.2.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B, attached hereto and incorporated herein by this reference, and if so authorized, shall be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so authorized by CITY and agreed to by the ENGINEER in writing. ik. 3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the date of the ENGINEER's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEER'S services on the PROJECT including information on any pre-existing conditions known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by an authorized regulatory agency. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide labor and safety equipment as reasonably required by ENGINEER for such access. 4.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are availabl-9 solely as additional information to the ENGINEER and will not relieve the ENGINEER of its duti and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonab rely upon the accuracy and the completeness of such documents, services and reports, but sh be responsible for exercising customary professional care in using and reviewing su documents, services, and reports and drawing conclusions there from. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WOR described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the servic described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specif Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent bas for each specifically described task, plus reimbursement for direct non -salary expenses. 5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus a reasonable markup, not to exceed ten percent (10%) and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non -Salary Expenses are shown in Exhibit B. 5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the ENGINEER and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time. they are used for PROJECT WORK. ENGINEER, whenever possible, will use the least expensive form of ground transportation. That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may bt adjusted on a yearly basis. That air travel shall be by coach class, and shall be used only when absolutely necessary. Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering, architecture, geotechnical services and similar professional services approved by the CITY. Reimbursement for Professional Subconsultants will be on the basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%) for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for th PROJECT shall not exceed Two Hundred Fifty Thousand Dollars ($250,000). The ENGINEE E will make reasonable efforts to complete the WORK within the budget and will keep Cl I informed of progress toward that end so that the budget or WORK effort can be adjusted if fou necessary. The ENGINEER is not obligated to incur costs beyond the indicated budget, as m be adjusted, nor is the CITY obligated to pay the ENGINEER beyond these he limit 'n a S. budget has been increased, the ENGINEER'S excess costs expended prior to such inc�rease be allowable to the same extent as if such costs had been incurred after the approved increas and provided that the City was informed in writing at the time such costs were incurred, 5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for PROJECT services completed through the accounting cut-off day of the previous month. Such invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The ENGINEER shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 5.4 If payment is not made within sixty :60 days following receipt 4'. approved invoices, interest•..:.. the unpaid balance shall accrue beginning with the sixty-first (61) day at the rate of 1.0% P -M month or the maximum interest rate permitted by law, whichever is less; provided, however th no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payme a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms RCW 39.76.020(4). forty-five5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within . days after satisfactory completion of _ required by Agreement evidenced by written acceptance by CITY and after such audit or verification as CITY may deem necessary and execution and delivery by the ENGINEER of a release of all known payment claims against CITY arising under or by virtue of this Agreement, other than such payment claims, if any, as may be specifically exempted by the ENGINEER from the operation of the release ' it amounts to • - set forth 5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims, right, or remedy it may have against the ENGINEER under this Agreement or by law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this AI 6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy a accuracy, timely completion, and the coordination of all plans, design, drawings, specification reports, and other services furnished by the ENGINEER under this Agreement. The ENGINEE shall, without additional compensation, correct or review any errors, omissions, or oth I deficiencies in its plans, designs, drawings, specifications, reports, and other services.. T ENGINEER shall perform its WORK according to generally accepted civil engineering standar, of care and consistent with achieving the PROJECT WORK within budget, on time, and compliance with applicable laws, regulations,and permits. 6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specification, reports, and incidental WORK or services furnished hereunder shall not in any way relieve t ENGINEER of r• ♦ for - technical and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall n be construed to operate as a waiver of any rights under this Agreement or at law or any cause action arising out of the performance of this Agreement. 6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors, subconsultants, employees, agents, and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be solely responsible for any claims for wages or compensation by ENGINEER employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless - -1. (a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected and appointed officials, agents, officers, employees, and volunteers (hereinafter ,.parties protected") fra demands,liens,administrative and other proceedings, (including reasonable costs and attorneys' fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the Engineer's performance under this Agreement. In the event that any lien is placed Page 4 '.•• ' • iii'. • .:I.. • _. _ • - flf __.. • .•-.. �: - (b) CITY agrees to indemnify and hold the ENGINEER harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the PROJECT. negligence or • r of both the ENGINEER and • _ person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the ENGINEER and the CITY in proportion ts their relative degrees of negligence or willful misconduct and the right of indemnity will apply •... proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or •::. of '!'- is ': • party. 6.5 In any and all claims by ♦ r e of the ENGINEER, any subcontractor,directly indirectly employed by any of them, or anyone for whose acts any of them may be liable, t indemnification obligations under this Agreement shall not be limited in any way by any limitati on the amount or types of damages, compensation, or benefits payable by or for the ENGINEE or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, other employee benefit acts. The ENGINEER specifically and expressly waives its immunill under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated the ENGINEER • the CITY. I 6.6 It is understood that any resident engineering or inspection provided by ENGIN�E R is for tl,"- purpose of determining compliance with the technical provisions of PROJECT SPE� i icat ons a does not constitute any formof guarantee or - with respectto the performance o contractor. does not•• - • •r methods or appliances used by contractor, for a contractor's safety programs or methods, or for compliance by contractors wi laws • regulations.use its best efforts • ensure that the construction contra requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEER officers, principals, employees, agents, representatives, and engineers as additional insureds contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEE- ♦ • _ rr liability. SUBSURFACEINVESTIGATIONS: soils,• r. r groundwater, a • other subsurfa investigations, the actual characteristics may vary significantly between successive test poin and sample intervals and at locations other than where observation, exploration, a investigations have been made, Because of the inherent uncertainties in subsurface evaluation - changed or unanticipated underground conditions may occur that could affect total PROJE 'I cost and/or execution. These conditions and cost/execution effects are not the responsibility . the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropria - standard of professional care an• judgment in such investigations. agreement7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its componen5 tasks shall be as set forth in this Agreement and attachments. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER. The performance dates and budgets for tasks may be modified only upon written of the partieshereto. performance date for • the completion date for the causedentire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays attributable to the ENGINEER, but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay by governmental acti• or other conditionsbeyond • • of - ENGINEER 7.2 Not later than the tenth (10) day of each calendar month during the performance of the PROJECT, the ENGINEER shall submit to the CITY'S Representative a copy of the current schedule and a written narrative description of the WORK accomplished by the ENGINEER and subconsultants on each task, indicating a good faith estimate of the percentage completion thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the request of the CITY for presentation to other governmental agencies and/or to the public. 8.1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT. There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out of or related to such unauthorized reuse, change, or alteration; provided, however, that the ENGINEER will not be indemnified for such claims, damages, losses, and costs including, without limitation, litigation expenses and attorney fees were caused by the ENGINEER's own negligent acts or omissions. �W I flos ON I Loa MA I I flo M Al 1.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter "Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER does not grant CITY any right or license to such Intellectual Property. M 9.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents a other evidence directly pertinent to performance of the WORK under this Agreement accordance with generally accepted accounting principles and practices consistently applie The CITY, or the CITY'S duly authorized representative, shall have access to such book records, documents, and other evidence for inspection, audit, and copying for a period of thr years after completion of the PROJECT. The CITY shall also have access to such bookl records, and documents during the performance of the PROJECT WORK, if deemed necessa by the CITY, to verify the ENGINEER'S WORK and invoices. 9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access ts records pursuant to this section provided that the ENGINEER is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the ENGINEER. 9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. Section 10. Inspection and Production of Records 10.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the approval of the CITY, but the making of (or failure or delay in making) such inspection or approval I shall not relieve ENGINEER of responsibility for performance of the WORK in accordance with this Agreement, notwithstanding the CITY'S knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. ENGINEER shall provide the CITY sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. ENGINEER'S records relating to the WORK will be provided to the CITY upon the CITY'S request. 10.2 ENGINEER shall promptly furnish the CITY with such information and records which are related to the WORK of this Agreement as may be requested by the CITY. Until the expiration of six (6) years after final payment of the compensation payable under this Agreement, or for a longer period if required by law or by the Washington State Secretary of State's record retention schedule, ENGINEER shall retain and provide the CITY access to (and the CITY shall have the right to examine, audit and copy) all of ENGINEER'S books, documents, papers and records which are related to the WORK performed by ENGINEER under this Agreement. 10.3 All records relating to ENGINEER'S WORK under this Agreement must be made available to the CITY, and also produced to third parties, if required pursuant to the Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to ENGINEER'S WORK under this Agreement must be retained by ENGINEER for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. 11.1 At all times during performance of WORK, ENGINEER shall secure and maintain in effect insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. ENGINEER shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The CITY reserves the rights to require higher limits should it deem it necessary in the best interest of the public. If ENGINEER carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and ENGINEER shall be named as an additional insured for such higher limits. 111.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certcate of insurance as proo-r' of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. Subcontractors: If subcontractors will be used, the same terms and limits coverage will apply and a certificate will be required per the instructions abov In lieu of a certificate, contractor may provide confirmation in writing from th insurance broker that their insurance policy does not contain a subcontra exclusion or one relating to the work of others. Page 7 Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If ENGINEER does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Agreement, which is Section 11. 1. 1 entitled "Commercial General Liability Insurance". C. Under either situation described above in Section 11.1.2.a. and Section 11.1.2.b., the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 11.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 111.1.4Professional Liability Coverage. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this Agreement. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives there under. The CITY and the CITY'S elected and appointed officials, officers, principals, employees, representatives, volunteers and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. 12.2 Any subconsultants; or subcontractors to the ENGINEER utilized on this PROJECT, including any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be unreasonably withheld. Each subcontract shall be subject to review by the CITY'S Representative, if requested, prior to the subconsultant or subcontractor proceeding with the WORK. Such review shall not constitute an approval as to the legal form or content of such subcontract. The ENGINEER shall be responsible for the architectural and engineering performance, acts, and omissions of all persons and firms performing subcontract WORK. 12.3 CIT'T does not anticipate ENGINEER subcontracting with any additional persons or firms for the purpose of completing this Agreement. 12.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WOR completed by subconsultants and subcontractors during the preceding month and copies of E invoices thereto. SECTION 13 ASSIGNMENT 13.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. Th Agreement may not be assigned by CITY or ENGINEER without prior written consent of t other, which consent will not be unreasonably withheld. It is expressly intended and agreed th; no third party beneficiaries are created by this Agreement, and that the rights and remediE provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 14 INTEGRATION 14.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those mattei contained herein. No prior oral or written understanding shall be of any force or effect wil respect to those matters covered herein, This Agreement may not be modified or altered excel, in writing signed by both parties. SECTION 15 JURISDICTION AND VENUE 15.1 This Agreement shall be administered and interpreted under the laws of the State of Washingtoll Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part i this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, ar void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full forc and effect. Venue for all disputes arising under this Agreement shall be Yakima County, State Washington. SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION 16.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, or any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. mWe MN10111 M:11114:� 111ilporkroya"LL"14q, 17.1 CITT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreeme if unforeseen circumstances beyond CITY'S control are interfering with normal progress of t WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK und this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering wi normal progress of the WORK. ENGINEER may suspend WORK on PROJECT in the eve CITY does not pay invoices when due, except where otherwise provided by this Agreement. T time for completion of the WORK shall be extended by the number of days WORK is suspende If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject renegotiation, and both parties are granted the option to terminate WORK on the suspend portion of Project in accordance with SECTION 18. 18.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating 18.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has '• • is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 18.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment • services • performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 18.5 Upon receipt of a termination notice under subsections 18.1 or 18.2 above, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, -•• estimates, summaries, and such other information, documents, and materials as the ENGINEER • its subconsultants may have accumulated • prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 18.6 Upon termination •tee any subparagraph .•• CITY reserves the • to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility to prosecute further WORK thereon. 18.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 18.4 of this Section. 18.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 18.3 of this Section. 19.1 In the event that any dispute shall arise as to the interpretation of this Agreement, or in the eve' of a notice of default as to whether such default does constitute a breach of the Agreement, and the parties hereto cannot mutually settle such differences, then the parties shall first purs mediation as a means to resolve the dispute. If either of the afore mentioned methods are ni successful then any dispute relating to this Agreement shall be decided in the courts of Yaki County, in accordance with the laws of Washington. If both parties consent in writing, oth available means of dispute resolution may be implemented. 20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party the address set forth below. Notice shall be considered issued and effective upon receipt there by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place business set forth below, whichever is earlier, I CITY: City of Yakima Wastewater Division 2220 E. Viola Avenue Yakima, WA 98901 Attn: Dana Kallevig, Utility Project Manager ENGINEER: Attn: 21.1 The foregoing sections of this Agreement shall survive the expiration or termination of th Agreement in accordance with their terms. I IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by th respective authorized officers or representatives as of the day and year first above written. I Cliff Moore Signature Title: City Manager Date: Attest City Clerk Page 11 Title: M�EI_A_Otir Date: STATE OF WASHINGTON 'ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated; Seal or Stamp R m=] Title Pritted Naine Page 12 STATEOF ♦, COUNTYOF a K W101) certify - satisfactory evidence that is the person appeared before me, and said person acknowledged that he/she signed this instrument, on oath stat It &at : : to be the free• for the uses and purposes rnentio%e in the instrument. laa& tWV4� (Signature) Printed Name i K. My commission expires: Page 13 Perform Engineering services as requested by City Wastewater Manager for the Yakima Wastewater Treatment • When •. create Task Orders for •- tasks. All tasks will • mutually agreed upon for scope, schedule, and fee prior to any work commencing. at - City's Wastewater Manager.