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R-2025-150 Resolution authorizing agreement with HLA for Naches River Bridge Repair Project 2801
RESOLUTION NO. R-2025-150 A RESOLUTION authorizing an agreement with HLA Engineering & Land Surveying Inc to provide engineering services for the Naches River Bridge Repair Project 2801. WHEREAS, the City of Yakima (CITY) is improving the functionality and safety of the Naches River Bridge Repair Project 2801 (Project); and WHEREAS, improvements consist of repairing the foundation and support for the Naches River Bridge footings and abutment; and WHEREAS, the Naches River Bridge is the transportation pathway to Selah for the Yakima Valley Trolley system; and WHEREAS, the City desires to enter into a Professional Services Agreement with HLA Engineering & Land Surveying Inc (HLA) to provide professional engineering for the Project; and WHEREAS, the City used the procedure established by the State of Washington to select and recommend HLA Engineering and Land Surveying, Inc. to perform the Scope of Work; and WHEREAS, HLA Engineering and Land Surveying, Inc. has provided a Scope of Work included in this Professional Services Agreement that meets the needs and requirements of the City of Yakima for the Project; and WHEREAS, the project is funded with Washington State Department of Transportation 2024 Supplemental Transportation funds; and WHEREAS, the contract will be null and void if bond and certificate and insurance not received within specified timeframe; and WHEREAS, the Scope of Work and Budget included in this professional services agreement meet the needs and requirements of the City of Yakima for this project; and WHEREAS, the City Council of the City of Yakima finds that it is in the best interests of the City and its residents to enter into the Professional Services Agreement for the Naches River Bridge Repair Project 2801; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute a Professional Services Agreement with HLA Engineering & Land Surveying Inc, attached hereto and incorporated herein by this reference, not to exceed Two Hundred Seventy Five Thousand Five Hundred dollars ($275,500) to provide the Professional Services as described in the Agreement. ADOPTED BY THE CITY COUNCIL this 7' day of October, 2, AI TEST: osalinda Ibarra, City Clerk For City of Yakima Use Only: Contract No. 7 7. - IG'f Project No. Resolution No. Fa-2025-15o SOQ No. AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND HLA ENGINEERING AND LAND SURVEYING, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this2-41 day ofO-p -r , 2025, 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 HLA Engineering and Land Surveying, Inc., with its principal office at 2803 River Road, Yakima, WA 98902, (hereinafter referred to as "ENGINEER"); said corporation being licensed and registered to do business in the State of Washington, and will provide engineering services under this Agreement for the Naches River Bridge Repair on behalf of the City of Yakima's Projects, herein referred to as the "PROJECT." WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and ENGINEER agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 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 those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Benjamin A. Annen, PE as Principal -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY, 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled "Scope of Services" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in. Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services," 11Fs0.2lGenerallCanlracls & Task GrderslYakim.a12025ktaches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master_Rev_01.09 25.Y3©cx Page 1 of 26 2.2.1 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 and accepted by the parties hereto. 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. 2.3 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 TERM 3.1 The term of this AGREEMENT shall be December 31, 2028. SECTION 4 CITY'S RESPONSIBILITIES 4.1 CITY -FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEERS 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. 4.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEERS 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 ENGINEERS 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 applicable to its profession. 4.4 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. 4.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as additional information to the ENGINEER and will not relieve the ENGINEER of its professional duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions from them. SECTION 5 AUTHORIZATION, PROGRESS, AND COMPLETION 5.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. G:1Contracts & Task GrderslYakimal2025Naches River Bridge Repah12025-09-1825073 - Neches River Bridge Repair APS CITY Master_Rev_01.09.25.Docx Page 2 of 26 SECTION 6 COMPENSATION 6.1 COMPENSATION ONATIME SPENT BASIS ATSPECIFIC HOURLY RATES: For the services described inExhibit A,compensation shall utilize current contractor hourly rates. Estimated rates identified in Exhibit C - Schedule of Specific HourIv Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary expenses. 6.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those coats incurred on or directly for the PROJECT >nclud|ng, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging; laboratory beodm and onm|ymam; prinUn8, binding and reproduction charges; all costs associated with other outside nonprofessional ammimam 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 o reasonable mnarhup, not toexceed ben percent (1096). and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non -Salary Expenses are shown in ExhibitB. 6.1.1.1 Travel costs, including transportation, |odo|nQ, subsistence, and |mciUenUm| expenses incurred by employees of the ENGINEER and each of the Subconsultants,inoonnecfion with PROJECT WORK; provided, as follows: + That omaximum ofU.S.INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the openmUon, nlmintenance, 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 ofground transportation. ^ That reimbursement for meals inclusive of tips shall not exceed a maximum of forty doUona ($40) per day per person. This rate may be adjusted onoyearly basis. ° That accommodation shall boat areasonably priced hoke|/mote|. � That air travel shall be by coach c|asm, and shall be used only when absolutely namammmry. 8.12 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included inthe direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 6.1.3 Pno#amaioma| Subconeultantm. Professional 8uMconmultanta are those costs for mng|neehng, mrohitaotuna, geotechnical services and minn|kar professional oanviooe approved by the CITY. Reimbursement for Professional Suboonaultantavvi|| be on the basis oyactual costs billed plus areasonable markup, not toexceed ten percent (1O96)for services provided tothe CITY through this Agreement. Estimated Subconou|bantcosts are shown in Exhibit B. 6.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed two hundred seventy-five thousand five hundred dollars. ($275,500.00). The ENGINEER shall make all reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the ENGINEER beyond these limits. When any budget has been increased, the ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. 63 The ENGINEER shall submit to the Cdv'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 bafor PROJECT services and WORK performed and costs incurred priorbnthmdab* ofthe invoice and not covered bvpreviously submitted invoices. The ENGINEER shall submit with oAConv=w&Task River Bridge nep"mum,mwaxmr ' Neches River Bridge Repair mSCITY mu*°uRev�_n/m.2so"cx Page 3of28 each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials and details determined necessary by the City 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 requested. 6.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the unpaid balance shall accrue beginning with the sixty-first (619 day at the rate of 1.0% per month or the maximum interest rate permitted by law, whichever is less; provided, however, that no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4). 6.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty- five (45) days after satisfactory completion of the services required by this Agreement as evidenced by CITY's written acceptance and after such audit or verification as CITY may deem necessary, together with ENGIN EER's execution and delivery 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 in stated amounts to be set forth therein. 6.6 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 Agreement. SECTION 7 RESPONSIBILITY OF ENGINEER 7.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all plans, designs, drawings, specifications, reports, and other services furnished by the ENGINEER under this Agreement. The ENGINEER shall, without additional compensation, correct or review any errors, omissions, or other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The ENGINEER shall perform its WORK according to generally accepted civil engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations, and permits. 7.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER of responsibility for the technical adequacy, completeness, or accuracy of its WORK and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 7.3 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 shall 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's employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 11Fs021GeneraI Contracts & Task Orders\Yakima12025 Naches River Bridge Repairt2025-09-18 25073 - Neches River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 4 of 26 7.4 INDEMNIFICATION AND HOLD HARMLESS: a. ENGINEER shall take all necessary precautions in performing the WORK to prevent injury to persons or property. The ENGINEER agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the ENGINEER, or any of ENGINEER's agent(s) or subcontractor(s), in performance of this Agreement, except for claims caused by the City's sole negligence. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the ENGINEER waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. ENGINEER's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. ENGINEER shall require that its subcontractors, and anyone directly or indirectly employed or hired by ENGINEER, and anyone for whose acts ENGINEER may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the ENGINEER and the City, the ENGINEER's liability, including the duty and cost to defend, shall be only to the extent of the ENGINEER's negligence. d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Agreement. 7.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY. 7.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not assume responsibility for methods or appliances used by a contractor, for a contractor's safety programs or methods, or for contractors' compliance with laws and regulations. CITY shall use its best efforts to ensure that the construction contract requires that the contractor(s) indemnify and name CITY, the CITY's and the ENGINEER's officers, principals, employees, agents, representatives, and engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER professional liability. 7.7 ENGINEER shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, ENGINEER shall pay the same before it becomes due. 11Fs021GeneraI Contracts & Task OrderslYakima12025 Naches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master_Rev_01.09.25.Docx Page 5 of 26 7.8 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard of professional care, thoroughness and judgment in performing such investigations. SECTION 8 PROJECT SCHEDULE AND BUDGET 8.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and attached Exhibits. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen (15) days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire 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 caused by any governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated or avoided. 8.2 Not later than the tenth (10th) 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 CITY's request for presentation to other governmental agencies and/or to the public. SECTION 9 REUSE OF DOCUMENTS 9.1 All intemal WORK products of the ENGINEER are instruments or services 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 attomey'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 if they were caused by the ENGINEER's own negligent acts or omissions. 9.2 The ENGINEER agrees that any and all plans, drawings, designs, specifications, computer programs, technical reports, operating manuals, calculations, notes, and other WORK submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement, whether or not complete, shall be owned by and vested in the CITY. 9.3 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. 11Fs021GeneraItContracts & Task OrderslYakima120251Naches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 6 of 26 SECTION 10 AUDIT AND ACCESS TO RECORDS 10.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY's duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the PROJECT WORK, if deemed necessary by the CITY, to verify the ENGINEER's WORK and invoices. 10.2 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. 10.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to 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 ENGINEER's written comments, if any. 10.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 10.5 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 11 INSURANCE At all times during performance of the WORK or obligations under this Agreement, 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 those stated below, as applicable. The CITY reserves the right 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 City of Yakima shall be named as an additional insured for such higher limits. ENGINEER shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure by the City to demand such verification of coverage with these insurance requirements or failure of the City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of ENGINEER's obligation to maintain such insurance. ENGINEER's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the ENGINEER's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by ENGINEER's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof 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 ❑Fs021GeneraliContracts & Task Orders\Yakima120251Naches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 7 of 26 and Five Million Dollars ($5,000.000.00 general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and pn)nimkzns 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 orchange the insurance without first giving the CITY thirty (3O)calendar days prior xvhbmn nqtice. The insurance ohoU be with on insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 111.2. Commercial Automobile Liability Insurance. o. If ENGINEER owns any vahiclem, before this Agreement |sfully executed by the parties. ENGINEER ahoU provide the CITY with a certificate of insurance as proof of commercial automobile Uobi|dn insurance and oornmmrcbo| umbrella |iahUdv insurance with a total |iobUib/ limit ofthe limits required in the po|icy, subject to minimum Umn|ta of Two yWU||on DoUare($2.0OO.ODO.0O) per occurrence combined single limit bodily injury and propertydomage. Automobile liability will apply to"Any Auto" and beshown onthe uanmoato. b. |fENGINEER does not own any vehicles, only ^Non-ovvnodand Hired Automobile Liability" will be required and may be added to the oonnnneroia| liability nygo at the same limits oerequired inthat section ofthis Agreement, which iaSection 10.1.1 entitled ^Connmoroim| General Liability Insurance". C. Under either situation described above |nSection 1O1.2.m. and Section 1O12.b, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy numnbmr, 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, oMicona, mgento, emnp|oyeeo, and volunteers aaadditional insureds. The insured shall not cancel orchange the insurance without first giving the CITY thirty (3D) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-Vil or higher in Best's Guide and admitted inthe State ofWashington. 11].3i Statutory workers' compensation and employer's liability insurance mmrequired bvstate 111.4. Professional Liability Coverage. Before this Contract is fully executed by the omrtiem. ENGINEER mhmU provide the City with ecertificate ofinsurance as proof ofprofessional UmbUib/ coverage with m total UmbUdx limit of the limits required in the policy, subject to minimum limits ofTwo Million Oo|ans($2.UOO.0OO.00) per claim, and Five Million Dollars ($5.080.00000) aggregate. The certificate ahmU uleodv state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall baineffect for the duration ofthis Contract. The insured shall not cancel orchange the insurance without first giving the CITY thirty /3O\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 nonnp|oUon of this contract. Failure ofeither orall ofthe additional insureds to report a claim under such insurance shall not prejudice the rights of the C|TY, its elected and appointed officioks, officers, enmp|oyees, oQmntm. and representatives there under. The CITY and the C|TY'aelected and appointed officials, officers, pMnoipa|o, annp|oyaeo, repreaenbnUYeo, and agents ohmU have no obligation for payment of premiums because of being nomad 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 tmthe CITY ofsuch intended cancellation, expiration orchange. WsOZGeneraRContracts aTas^ River Bridge e°pam=2o-M1vxem'wochesRiver Bridge Repair xmCITY Page 8of2G 11.2 If at any time during the life of the Agreement, or any extension, ENGINEER fails to maintain the required insurance in full force and effect, all work under the Agreement shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Agreement. SECTION 12 SUBCONTRACTS 12.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract any portion of the WORK to be performed under this Agreement. However, ENGINEER shall be considered the Prime Contractor hereunder and shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of WORK and payment of any and all charges resulting from contractual obligations. 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 CITY 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 WORK completed by subconsultants and subcontractors during the preceding month and copies of all invoices thereto. 12.5 If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in writing that the subcontractor be removed. The ENGINEER shall comply with this request at once and shall not employ the subcontractor for any further WORK under this Agreement. SECTION 13 ASSIGNMENT 13.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior written consent of the other, which consent will not be unreasonably withheld. The ENGINEER for itself and its heirs, executors, administrators, successors and assigns, does hereby agree to the full performance of all of the covenants herein contained upon the part of the ENGINEER. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies 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 matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except 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 Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall lie in a court of competent jurisdiction in Yakima County, Washington. 11Fs021GenerallContracts a Task OrderslYakima12025lNaches River Bridge RepaiA2025-09-18 25073 - Neches River Bridge Repair APS CITY Masser Rev_01.09.25.Docx Page 9 of 26 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, gender identity, political affiliation or belief, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law, including, but not limited to the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et. seq.). 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. In the event of the ENGINEER's or ENGINEER's subcontractor's noncompliance with the non- discrimination clause of this Agreement or with any such rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the ENGINEER may be declared ineligible for any future City contracts. 16.2 Pay transparency nondiscrimination. The ENGINEER will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish information. 16.3 RCW 35.22.650: ENGINEER agrees that the ENGINEER shall actively solicit the employment of minority group members. ENGINEER further agrees that the ENGINEER shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. ENGINEER shall furnish evidence of the ENGINEER'S compliance with these requirements of minority employment and solicitation. ENGINEER further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses. 16.4 Nothing in this Agreement, including, without limitation, the provisions of Section 16, shall require ENGINEER or any of its subcontractor(s) to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this Section does not prohibit action that must be taken to establish or maintain the CITY'S eligibility for any federal program, if ineligibility would result in a Toss of federal funds to the CITY. SECTION 17 SUSPENSION OF WORK 17.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY's control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on the PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 18. 11Fs021Genere8Contracts & Task Orders1Yakirna120251Naches River Bridge RepaiA2025-09-18 25073 - Nachos River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 10 of 26 SECTION 18 TERMINATION OF WORK 18.1 Either party may terminate this Agreement, inwhole orinpart, if the other party materially breaches its obligations under this Agreement and is in default through nofault ofthe terminating party. However, nosuch termination may be effected unless the other is given: (1) not less than fifteen (15) calendar days written notice delivered by oadUiad mail, return receipt nsquaaNad, of intent to terminate; and (2) an opportunity for consultation with the terminating party and for cure within the 15-day notice period before termination. Notice ohe|| be considered issued within seventy-two (72) hours of nnoi|inQ by certified mail to the p|ooa of business of either party as msd forth in this Agreement. 18.2 In addition to termination under subsection 18.1 of this Section, CITY may terminate this Agreement for its convenience, inwhole orinpart, provided the ENGINEER iogiven: M\not less than fifteen (15) calendar days written notice delivered by oeMjfiad mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before the effective termination date. 18.3 If CITY terminates for default on the part ofthe ENG|NEER, 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 incurred, or is likely to incur, baoouao of the ENGINEER'S breach. In such event, CITY mhmU consider the amount of WORK originally required which was satisfactorily oornp|atad to date of termination, whether that WORK is in a form or of type vvh|oh is usable and mu|bab|m to CITY at the date of termination and the onat 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. |nthe event ofdefault, the ENGINEER agrees topay 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 bvcontract retoinagoorother withheld payments. 18.4 Ifthe ENGINEER terminates for default onthe part ofCITY orif CITY terminates for convenience, the oduobnwrd pursuant to the Agreement shall include payment for services satisfactorily peMbrmad to the date of termination, in addition to banninmUon settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, un|aaa CITY determines toassume said commitments. 18.5 Upon receipt of termination notice under subsections 181 or 18.2 above, the ENGINEER shall U\ promptly discontinue all services affected (unless the nobcedirects otherwise), and (3) deliver or otherwise make mvoi|ob|o to CITY all oh0inm|o of data, drow|nQo, opaoifioabono, nm|oulabone, nspodo, ast|mnmtao, aunmmmrieo, and such other infornmaUon, docummento, and motar|m|o as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 18.6 Upon termination under any subparagraph above, CITY reserves the right toprosecute the WORK to completion utilizing other qualified firms orindividuals; 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 ob|igatione, it is determined that the ENGINEER has not so fN|md, the termination shall be deemed to have been effected for the convenience of CITY. In such event the adjustment pursuant to the Agreement mhm|| be determined amset forth in subparagraph 18.4ofthis Section. 18.8 If, because of death, unavailability 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 nt under this pnovinJnn, payment shall bmmade aoset forth insubparagraph 18.3ofthis Section. VrOMenerahContracts urasx River Bridge n°pamx02m09-1ou50m-Neches River Bridge Repair APB CITY SECTION 19 DISPUTE RESOLUTION 19.1 |nthe event that any dispute shall arise omto the interpretation or performance of this orinthe event ofanotice ofdefault asbowhether such default does constitute abreach ofthe contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation ammmeans boresolve the dispute. |yneither ofthe afore mentioned methods are successful then any dispute relating to this Agreement $hmU be decided in the courts of Yakima County, Washington in accordance with SECTION 14. If both parties consent inwriting, other available means ofdispute resolution may baimplemented. SECTION 20 NOTICE 20.1 Any notice required to be given under the terms ofthis Agreement shall bedirected to the party at the address set forth below. Notice shall beconsidered issued and effective upon receipt thereof by the addressee -party, or seventy-two /72\ hours after mailing by certified nlmi| to the place of business set forth below, whichever iaearlier. CITY: City of Yakima 129 N 2ndStree Yakima, WA 98901 Attn: Bill Preston, PE ENGINEER: HLA Engineering and Land Surveying,Inc. (HLA) 2803 River Road Yakima, WA 98902 Attn: Benjamin A. Annen, PE, Vice President SECTION 21 INSPECTION AND PRODUCTION OF RECORDS 21.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the approval of the Citx, but the making of(or failure or delay in making) such inspection or approval shall not relieve ENGINEER of responsibility for performance of the WORK in accordance with this Agnaamnent, notwithstanding the City's knowledge ofdefective or non -complying perfommance, its substantiality or the ease of its discovery. ENGINEER shall provide the City wufficient, oafe, and proper facilities, and/or send copies ofthe requested documents kothe City. ENCS|NEER'snmcPnds relating tothe WORK will beprovided tothe City upon the Cih/'orequest. 21.2 ENGINEER ahm|| promptly furnish the City with such information and records which are related to the WORK ofthis Agreement asmay berequested bythe City. Until the expiration cfsix (6)years after final payment of the compensation payable under this Aonaomant, or for a longer period if required by |avv or by the Washington Secretary ofStaha'e 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 ofENG|NEER'w bmoka, doournantm, papers and records which any na|mtad bothe WORK performed byENGINEER under this Agreement. |fany litigation, claim, oraudit |mstarted before the expiration of the six -year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Prior to oonvertino anY oeuor records to electronic fomnod and/or daotnovino any records. ENGINEER mhmU contact C|TY'm Records Adnminimtmabor(5OS-575-GO37) to discuss retention. In noevent shall onV record re|oUnqtothe WORK bmdmmtnoYmdwithout CITY consultation. 21.3 All records relating to ENGINEER's services under this Agreement must be made available to the City, and the records relating tothe WORK are City ofYakima records. They must beproduced bz third parties, ifrequired pursuant bothe Washington State Public Records Act, Chapter 42.5GRCW, or by law. All records relating to ENGINEER's services under this Agreement must be retained by ENGINEER for the minimum period of time required pursuant to the Washington Secretary of 5tote'orecords retention schedule. 21.4 The terms ofthis section shall survive any expiration ortermination ofthis Agreement. WsOMeneraRContracts uras^ River Bridge n"pmz02vmwvzmr - Neches River Bridge Repair APnnn, Page 12of2G SECTION 22 COMPLIANCE WITH THE LAW 22.1 ENGINEER agrees to perform all WORK under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. ENGINEER shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. 22.2 ENGINEER shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of its work. a. Procurement of a City Business License. ENGINEER must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. ENGINEER must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. c. ENGINEER must provide proof of a valid Washington Unified Business Identification (UBI) number. ENGINEER must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). d. ENGINEER must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. e. Foreign (Non -Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. SECTION 23 MISCELLANEOUS PROVISIONS 23.1 Severability. If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 23.2 Agreement documents. This Agreement, the Request for Qualifications & Proposals No. NIA, titled N/A Scope of Work, conditions, addenda, and modifications and ENGINEER's proposal (to the extent consistent with Yakima City documents) constitute the Agreement Documents and are complementary. Specific Federal and State laws and the terms of this Agreement, in that order respectively, supersede other inconsistent provisions. These Agreement Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Agreement. 23.3 Notice of change in financial condition. If, during this Agreement, the ENGINEER experiences a change in its financial condition that may affect its ability to perform under the Agreement, or experiences a change of ownership or control, the ENGINEER shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for termination. 23.4 No conflicts of interest. ENGINEER represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. ENGINEER further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 6Fs021GeneraaContracts & Task Orders\Yakima120255Naches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 13 of 26 23.5 Promotional advertising prohibited. Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast emails pertaining to this procurement shall not be made without prior written authorization of the City. 23,6 Time is of the essence. Timely provision of the WORK required under this Agreement shall be of the essence of the Agreement, including the provision of the WORK within the time agreed or on a date specified herein. 23.7 Waiver of breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 23.8 Force Majeure. ENGINEER will not be responsible for delays in delivery due to acts of God, fire, strikes, riots, delay in transportation, or those effects of epidemics or pandemics that could not have been reasonably anticipated or mitigated through acts of the ENGINEER; provided ENGINEER notifies the City immediately in writing of such pending or actual delay, Normally in the event of such delays, the date of delivery of WORK will be extended for a period of time equal to the time lost due to the reason for delay. 23.9 Authority. The person executing this Agreement on behalf of ENGINEER represents and warrants that they have been fully authorized by ENGINEER to execute this Agreement on its behalf and to legally bind ENGINEER to all terms, performances, and provisions of this Agreement. 23.10 Survival. The foregoing sections of this Agreement, inclusive, shall survive the expiration or termination of this Agreement, in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YA Baker Printed Name: 10 CITY CONTRACT NO' 2,4:4-S-1 G �1 RESOLUTION NO: 14-7-42•5-15o Title: City Manager List of Exhibits attached to this contract: Exhibit A - Scope of Work. Exhibit B - Professional Fee Exhibit C - Schedule of Rates 11Fs021GenerallContracts & Task Orders4Yakima120254Naches River Bridge Repair12025-09-18 25073 - Naches Raver Bridge Repair APS CITY Master_Rev_01.09:25.Oocx Page 14 of 26 HLA ENGINEERING AND LAND SURVEYING, INC. Be ' in A. Annen, PE Printed. Name: xeJ. sotl ,/1. I` 4/1,(i Title: Vice President Date:~ /9-75 STATE OF WASHINGTON COUNTY OF YAKIMA ) ss. ) I certify that I know or have satisfactory evidence that Victoria Baker is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she 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 ''. sION Cr?' w?-e (Sig Title C-66 Printed Name My commission expires: 11Ps©21GenerakContracis 8 Task Qrders1Yakina12025Waches River Bridge Repair12025.091S 25073 » Naches River Bridge Repair APS CITY Master_Rev 01,0925,D©cx Page 15 of 26 STATE OF WASHINGTON COUNTY OF YAKIMA ) ss. ) certify that I know or have satisfactory evidence that Benjamin A. Annen, PE is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument, and acknowledged it as the President of HLA Engineering and Land Surveying, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 4-p--k lcur 'lb 2 Seal or Stamp My Camrn, Expire December 11 ,2628 140696 BLit°`�►�. ��....... ' tom. Printed Name My commission expires: Fs02VGeneralYContracts & Task Orders VYakima 120255Naches River Bridge Reparr 2025-09- 8 25t773 - Neches River Bridge Repair APS CITY Masier_Rev_61-09.25-Docx Page 16 of 26 EXHIBIT A SCOPE OF SERVICES CITY OF YAKIMA NACHES RIVER BRIDGE REPAIR The City of Yakima (CITY) has allocated funding for the design and rehabilitation of the Naches River Bridge Repair (PROJECT), which serves the Yakima Valley Trolley (YVT). After submission of a Statement of Qualifications on October 24, 2024, HLA Engineering and Land Surveying, Inc. (HLA/ENGINEER), was selected to perform engineering design and environmental coordination for this bridge rehabilitation project. The CITY may add construction engineering and management services to this contract at a later date. ENGINEER shall provide professional services to the CITY as outlined in the scope of services below. The following general provisions/assumptions have been made: A. The entirety of this AGREEMENT expires December 31, 2028, unless otherwise amended. B. The CITY is to provide full information as to the requirements of the PROJECT. C. The CITY shall provide all available information pertinent to the PROJECT related to completion of design and construction of the PROJECT, including franchise agreements for all available utilities. D. The CITY will examine all documents presented by ENGINEER and provide written decisions within a reasonable time so as not to delay the work of ENGINEER. All design submittals (30%, 60%, 90%) shall be reviewed by the CITY and returned to the ENGINEER within three (3) weeks of each submittal. E. The CITY will obtain approval of all govemmental authorities with jurisdiction over the PROJECT, and approvals and consents from other individuals as necessary for completion of the PROJECT. The CITY is to pay all review fees and costs associated with obtaining such approvals. F. It is anticipated that only one (1) bid package will be prepared for all elements of the PROJECT. G. The CITY will pay for all required advertising, permit fees, notices, publications, and other regulatory costs associated with the PROJECT. H. No right-of-way (ROW) acquisition is planned as part of the PROJECT. The CITY shall provide any existing ROW files that are pertinent to the design, including but not limited to any access/driveway locations. No temporary construction easements (TCE's) are expected for the PROJECT. Assistance with ROW processes can be provided and billed as Additional Services, as directed by the CITY. I. All work performed by the ENGINEER will meet CITY design standards. J. Plans, specifications, and contract documents, to the extent feasible, shall be developed in accordance with the latest edition, amendments, and updates of the following: 1. Washington State Department of Transportation/Washington State Chapter of the American Public Works Association, "Standard Specifications for Road, Bridge, and Municipal Construction," Publication Number: M 41-10, 2025 edition. 2. Washington State Department of Transportation, "Standard Plans for Road and Bridge Construction." IlFs021GeneraRContracts & Task Order River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master Rev_01.09.25.Docx Page 17 of 26 3. U.S. Department ofTransportation, "Manual onUniform Traffic Control Devices for Streets and Highwxaya.^11thEdition, dated December 3O23. 4. American Association ofState Highway and Transportation Officioka ^AASHTOLoad and Resistance Factor Design (LF{FC)BhdQaDamign8 no." 5. American Association ofState Highway mndTronsporteUon{Jf5oiaks(AASHTQ). "Manual for Bridge Evo|uaUon.^3ndEdition, 2O18. W` American Railway Engineering and Association (AREMA)."Manual or Railway Engineering," 2024 Edition, April 2024. K. All calculations, analyses, design, plans, specifications, and other PROJECT work will ke prepared in English units. L. Public and/or private utility improvements are not part of this PROJECT, unless in the services to be performed. M. Noutility relocations will borequired. N. Illumination and/or electrical design is not included within this proposed scope and fee. 0. The ENGINEER shall make every effort to coordinate with third parties with jurisdiction over the however, if approvals required from third parties outside the control of the CITY or ENGINEER are not received inotimely manner, the CITY and ENGINEER shall adjust the Time ofPerformance aamutually agreed upon. P. Scour repair onoundhoundaUonoandoaaooiated permitting isnot included inthe PROJECT mtthis time. Ifdesired later during the PROJECT, itmay be supplemented into the contract. Q Ultrasonic Testing will be conducted onuph»4G pinshoevaluate condition relative ko3O23 report condition. R. Federal funding will beutilized for Construction. S. State funding is included in the PROJECT and will be used for the Design Engineering phase and the Construction Engineering phase. T. Nobridge load rating will becompleted. U. Nobridge seismic design orretrofit will bocompleted. V. NogeobechDica|services are included. W. The repairs will be based on the Recommendations in the In -Depth Bridge Inspection Report prepared bvSargent Engineers, |nc..dated August 1.20Z3. |t|aunderstood and agreed that tasks may bwadded ordeleted from the Scope ofServices bvmutual agreement ofthe CITY and ENGINEER. SCOPE OF SERVICES 1.0 Pmmimo*Mameaemment and Administration 1.1 Provide complete PROJECT management bodeliver PROJECT within mutually determined expectations. 1.2 Provide monthly status reports and invoices for work performed. xrmxm»en°=m"rn=*,una^o"m"m^akimvnms%N"chesRiver Bridge n"p"/r%202mn+m2ano'Neches River Bridge Repair xpoCITY 25.00m Page 1Bof28 1.3 Prepare and maintain PROJECT schedule. 1/4 ENGINEER will participate and present PROJECT at up to one (1) CITY meetings as determined bvthe CITY. 1.5 Participate and present relevant PROJECT information to outside organizations up to one (1) time. 1.8 Maintain project files for CITY review. Phase 1.ODeliverables: A. Monthly project mtotuane9ortmandinvu|oemforvvoM«porfonned B. Maintained project schedule 2'0 Environmental and PermliNkina Process 2.1 Coordinate and facilitate environmental Kick -Off Meeting with CITY personnel. This meeting ohmU be held with options for virtual or in -person. 2.2 Maintain communication with key stakeholders throughout the full duration of the PROJECT. 2.3 Prepare SEpAcheckJist and submit tuthe CITY for processing upon approval of3Og6 plans. 2.4 Review comments received bvCITY during SEPApublic comment period and create comment log. 2.5 Coordinate review ofthe structure with the Washington State Department of Archaeology and Historic Preservation (OAMp).|t|s anticipated this will bacompleted with EZForm. 2.6 Create and process a HydraulicPnzhsz /HPA1Permit with the Washington State Department of Fish and Wildlife (WDFW). 2.7 Prepare all documents for the CITY bz perform the required Tribal consultations in accordance with Washington State Governors Executive Order 21-02 (GE(]21-O2). 2.8 Assist the CITY with responding to any comments received during 21-02 process. 2.9 Coordinate repairs with BNSFEngineering. Review and respond toany questions or comments received. 2.10 Coordinate BNSF right of entry agreement to be completed by contractor. 2.11 Prepare the area of potential effect (APE) package per the WSDOT Local Agency Guidelines (LAG) Manual, which will be used to obtain coverage under the WSDOT Section 106 Programmatic Agreement. Request WSDOT to coordinate with the Washington State Department of Archaeology and Historic Preservation (DAHP), including recommended consultation with any affected Tribes. 212 Coordinate and participate in NEPA kickoff meeting with CITY, WSOOT, and other relevant 2.13 Coordinate and participate in uptosix (6) one -hour coordination meetings with the CITY, VVSDOT,and/or other projectstakeholders hodiscuss environmental tasks, schedule, and deliverables. Meetings will be held virtually and may include updates on cultural resource documentation, biological assessment progress, and coordination with permitting and regulatory agencies. WsOMeneraRCanhiacts uTa" River Bridge nvpam2025o9-182507- Neches River Bridge Repair APmnnr Page 1Sof28 2.14 Coordinate and manage the preparation of formal Section 1O8documentation aorequired by the VVSOOTLocal Agency Guidelines (LAG) Manual. Based on the eligibility for the National Register ofHistoric Places and anticipated ground disturbance, full documentation outside of the EZ Form is assumed. Work will include: a. b C. d. e. t Preparation of the Area cfPotential Effect (APE) package for CITY review and submittal to WSDOT Local Programs, including maps, photographs, project description, and up to two (2) revisions. Conduct background research, including review of WISAARD, bridge plans, archival photographs, and historical records, Conduct one (1) day of field survey to photo -document and assess the bridge structure and the surrounding environment. No subsurface testing is anticipated. Prepare a Cultural Resource Survey Report, including project description, literature review, environmental and cultural context, survey results, and conclusions. Report will meet the standards of DAHP and the National Park Service. Prepare and submit one (1) Historic Property Inventory (HPI) Form, updating the bridge's description and condition. Submit upbotwo (2)drafts and one (1) final report for review bvthe CITY, WSD[]T. and DAHP.Address all comments received during review. 2.15 Coordinate and manage the preparation of accordance with the WSDOT BA Manual. This task assumes informal Section 7 consultation with USFWS will be required due to the presence of listed species such as Bull Trout. No in -water work is proposed, but potential impacts will baassessed. Work will include: a. Conduct background research, including |PmCqueries, species occurrence data, and habitat information from USFVVS.VVDFW, and other sources. b. Conduct one (1)site visit boassess habitat conditions, take photographs, and confirm presence oycritical habitat features. c Prepare odraft Biological Assessment identifying action area, |iobad species, life stages, critical habitat, baseline conditions, and project immpoots.The B/\will include determination ofeffect and essential fish habitat assessment. d. Submit up to four (4) drafts and one (1) final for agency review and address all comments from the CITY, V%GDC]T.FHVVA.and USFVVS. Phase 2.0Delivrables: A. B. C. D. E. F. G. H. i J. K. L. Ni N. SEPA checklist comment log D8HPEZForm Submission VVDFVVHPA Submission GE{]21-O2Documentation for CITY Use (template letters) BNSFRight ofEntry Agreement ready for construction NEPA Area qfPotential Effect (APE)package Draft and final Cultural Resource Survey Report Historic Property Inventory Form (HP|F) G|Smhapefi|emfor survey boundary and resource Onmft and final Biological Assessment Site photographs and habitat documentation Update ofcoordination efforts with BN8Fvia e-mail correspondence Phase 2.0 Exclusion: A. A Shoreline Substantial Development Permit will not be required per WAC173- 27-040 exemption B. A Saction4O4 permit ianot required C. /\ Section 1Upermit ianot required urask OrderskYaki=12025XNaches River Bridge napwmxO25-M182507- Neches River Bridge Repair mnCITY Page 2Oof28 3.0 Structure Evaluation and Proiect Design - Preliminary Design (30%) 3.1 Review available plat maps, documents, and surveys to identify public ROW widths, easements, and other identified encumbrances. No title reports are anticipated to be ordered. If required, title reports will be ordered by ENGINEER and paid for by the CITY. 3.2 Call in field locates to confirm existing utility horizontal locations. No excavations will occur to determine vertical locations. 3.3 Conduct a topographic survey of the PROJECT area as required to complete design, plans, and specifications. 3.4 Perform bridge inspection and field investigations to verify conditions from the previous inspection and identify any additional issues. The inspection will include ultrasonic testing of up to 48 of the bridge's connecting pins. Inspection will also confirm as -built dimensions or determine dimensions of the elements for repair, if no as-builts are provided. ENGINEER will observe and photo -document scour conditions at the bridge. Two (2) ENGINEER staff shall perform inspection of structure. Areas not accessible via ladder will be viewed using binoculars and zoom photography. 3.5 Prepare an abbreviated inspection report. Report will provide a comparison of loadings between the assumed design locomotive and the current trolley. The assumed design locomotive will be based off of historic plans or historic information based on year built. CITY will provide axle loadings and spacing for the current trolley and historic plans for the bridge. 3.6 Prepare 30% design plans to replace decayed timber stringers 3 & 6 in Span 1 (in -kind), replace the damaged/decayed timber deck ties (in -kind), replacement of south timber abutment, and removal of brush. 3.7 Prepare 30% Opinion of Construction Cost to replace decayed timber stringers 3 & 6 in Span 1 (in -kind), replace the damaged/decayed timber deck ties (in -kind), replacement of south timber abutment, and removal of brush. Phase 3.0 Deliverables: A. 30% preliminary design plans and opinion of construction costs B. Digital sketch showing the as -built dimensions and locations C. Brief report with photographs documenting scour conditions D. List and estimated cost of anticipated permits and/or fees to be paid by the CITY 4.0 Proiect Design - Final Design. Plans. and Specifications (60%. 90%. and Final) 4.1 Following receipt of 30% design plan comments from the CITY, prepare 60% design plans and 60% opinion of construction costs. 4.2 Coordinate plans with all agencies requiring review as noted in 2.0 Environmental and Permitting Process. 4.3 Perform internal QA/QC and provide 60% design plans and opinion of construction to CITY for review. 4.4 Participate in one (1) meeting with CITY to review 60% submittal package. 4.5 Following receipt of 60% submittal package comments from the CITY, prepare 90% design plans, specifications, and opinion of construction cost. 1iFs021GenerallContracts & Task OrderslYakime120251Neches River Bridge RepaiA2025-09-18 25073 - Neches River Bridge Repair APS CITY Masler_Rev_01.09.25.Docx Page 21 of 26 4.6 Perform internal QA/OCand provide 90%design p|ono. specifications, and opinion of construction bzCITY for review. 4.7 Participate inone (1) meeting with CITY toreview 9O%submittal package. 4.8 Following receipt of 90% submittal package comments from the CITY, prepare final design plans, specifications, and opinion mfconstruction costs. 4.9 Perform internal QA/QC and provide final design plans, specifications, and opinion of construction costs toCITY for review. Phase 4.ODeliverables: A. 8OY6submittal package including design plans and opinion of construction costs B. 90% submittal package including design plans, design specifications, and opinion of construction costs C. Final submittal package including design plans, design specifications, and opinion of construction omoba 5.0 FundUnq Assistance 5.1 Assist CITY with identifying funding sources applicable tothe PROJECT. 5.2 Prepare construction funding obligation paperwork for submission by CITY. 5.3 As directed, assist the CITY with preparation and submittal of funding application(s) as Additional Services. 6'0 Biddinq Services The following services shall baprovided for one (1) bid package. 6.1 Provide six (6) printed copies ofcontract documents *zthe CITY. 6.2 Provide electronic files of plans and specifications for use by the CITY in bid advertisement. All bid advertisement fees tobapaid bvthe CITY. 6.3 Submit bid advertisement tothe Yakima Hena|d-Repub|io. 6.4 Post bid documents toHLAwabsitand notify the CITY, funding (including OK8VVBE).approval authority, uU|dnconnpanies.ondpkanmanteroofPR{]JECTopaUnQ'and maintain p|anho|der|ist 6.5 Answer questions and/or supply such information as|srequested bvprospective bidders. 6.6 Prepare and issue addenda, ifnecessary. 6.7 Participate inthe bid opening, evaluate Wdo, prepare bid tabulation, and make recommendation ofaward, 7'0 Additional Services Additional services not included in the Scope of Services may be requested by the CITY and mutually agreed upon cdthe time service iarequested. aras^ River Bridge nep"amumswo2mno'Neches River Bridge Repair enCITY Page 22of 26 TIME OF PERFORMANCE 1.0 Proiect Management and Administration Work described in Item 1.0 Project Management and Administration within the Scope of Services above shall begin upon contract execution and extend throughout the duration of the AGREEMENT. 2.0 Environmental and Permitting Process Work described in Item 2.0 Environmental and Permitting Process within the Scope of Services above shall begin upon contract execution and be submitted for final approval within one hundred and eighty (180) working days. 3.0 Structure Evaluation and Proiect Design - Preliminary Design (30%) Work described in Item 3.0 Structure Evaluation and Project Design - Preliminary Design (30%) within the Scope of Services above shall begin upon contract execution and be completed within ninety (90) working days. 4.0 Proiect Design - Final Design. Plans. and Specifications (60%, 90%, and Final) Work described in Item 4.0 Project Design - Final Design, Plans, and Specifications (60%, 90%, and Final) within the Scope of Services above shall begin upon completion of Item 3.0 and be completed as follows: 4.1 60% Submittal - Ninety (90) working days working days from receipt of CITY review comments on 30% submittal. 4.2 90% Submittal - Ninety (90) working days from receipt of CITY review comments on 60% submittal. 4.3 Final PS&E — Fifty (50) working days from receipt of CITY review comments on 90% submittal. 5.0 Funding Assistance Work described in Item 5.0 Funding Assistance within the Scope of Services above shall begin upon contract execution and be completed within the timelines of respective funding programs. 6.0 Bidding Services Work described in Item 6.0 Bidding Services within the Scope of Services above shall begin upon CITY written approval of the final submittal package and be completed upon recommendation of award. 7.0 Additional Services Time for completion of work directed by the CITY as 7.0 Additional Services shall be negotiated and mutually agreed upon at the time service is requested by the CITY. FEE FOR SERVICES For the services furnished by ENGINEER as described in this EXHIBIT A, the CITY agrees to pay ENGINEER the fees as set forth herein. The maximum amount of the AGREEMENT is $275,500.00, with individual phase amounts estimated below. ENGINEER reserves the right to move fees and estimated work hours between phases as necessary to complete the PROJECT. The maximum amount of the AGREEMENT may be revised only by a written agreement of both parties. Ms021GenerallContracts IS Task Ordersreakima120251Naches River Bridge Repair‘2025-09-18 25073 - Neches River Bridge Repair APS CITY Master_Rev_01.09.25.Docx Page 23 of 26 1.0 Proiect Management and Administration Work described in Item 1.0 Project Management and Administration within the Scope of Services above shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non -salary expenses for the estimated fee of $28,285.00. 2.0 Environmental and Permitting Process Work described in Item 2.0 Environmental and Permitting Process within the Scope of Services shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non -salary expenses for the estimated fee of $100,545.00. 3.0 Structure Evaluation and Proiect Desian - Preliminary Design (30%) Work described in Item 3.0 Structure Evaluation and Project Design - Preliminary Design (30%) within the Scope of Services above shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non -salary expenses for the estimated fee of $57,192.00. 4.0 Proiect Design - Final Design. Plans. and Specifications (60%. 90%. and Final' Work described in Item 4.0 Project Design - Final Design, Plans, and Specifications (60%, 90%, and Final) within the Scope of Services above shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non -salary expenses for the estimated fee of $77,101.00. 5.0 Funding Assistance Work described in Item 5.0 Funding Assistance within the Scope of Services above shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non - salary expenses for an estimated fee of $1,761.00. 6.0 Bidding Services Work described in Item 6.0 Bidding Services within the Scope of Services above shall be performed on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non - salary expenses for an estimated fee of $10,616.00. 7.0 Additional Services Additional work requested by the CITY not included in this AGREEMENT shall be authorized by the CITY and agreed upon by ENGINEER in writing prior to proceeding with services. ENGINEER will perform Additional Services as directed/authorized by the CITY on a time -spent basis at the normal hourly billing rates shown in Exhibit B, plus reimbursement for direct non -salary expenses such as vehicle mileage and outside consultants. End of Exhibit A ITs02‘GeneranCentracts 8. Task OrderslYakima‘20251Naches River Bridge Repair12025-09-18 25073 - Neches River Bridge Repair APS CITY Master_Rev_01.09.25.Docz Page 24 of 26 EXHIBIT SCHEDULE OF RATES FOR HLA Enaineerinqend Land Sumvwvinq.Umc, Effective January 1, 2026, through December 31,2025 Senior Principal Engineer $274.O0per hour Licensed Principal Engineer $245.ODper hour Licensed Principal Land Surveyor $245.00per hour Director ofEngineering, Construction, Other $245.00per hour Licensed Professional Engineer $221.00per hour Other Licensed Professional $221.00per hour Project Engineer 11 $2O2.00per hour Supervisor ofConstruction, Planning, Other $2O2.00per hour Licensed Professional Land Surveyor $1G8.00per hour Planner ||| $185.00per hour Project Engineer 1 $1G1.00per hour CAD || $1GO.00per hour Contract Administrator III, Administrative ||| $166.U0per hour Resident Engineer || $186.00per hour Planner || $1O4.00per hour CAD $18O.00per hour Surveyor || $1GO.00per hour Engineering Technician |(l $14B.00per hour Planner | $149.O0per hour Resident Engineer | $14B.00per hour Surveyor $147.ODper hour Surveyor onTwo Man Crew $141.00per hour Contract Administrator ||. Adrninistratvm|| $13S.O0per hour Engineering Technician || $128.OQper hour Surveyor onThree Man Crew $123.00per hour Contract Administrator |. Administrative $107.00 per hour Engineering Technician | $1O7.00per hour Survey Scanner $15D.00per hour Vehicle Mileage Federal Rate Schedule of Rates may be adjusted during the term of this Agreement to the HLA Standard Hourly Rates ineffect stthe time. WsOZGeneraRContrads uras^ River Bridge n°paamz5-09-,ou50m'wau"wRiver Bridge Repair APScnr Page26 of28 BUSINESS OF THE CITY COUNCIL. YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7.J. For Meeting of: October 7, 2025 ITEM TITLE: Resolution authorizing agreement with HLA for Naches River Bridge Repair Project 2801 (Streets Capital Fund) SUBMITTED BY: Bill Preston, Community Development Director SUMMARY EXPLANATION: The City of Yakima desires to enter into a Professional Services Agreement with HLA Engineering & Land Surveying Inc for professional engineering services on the Neches River Bridge Repair Project 2801. The agreement is for $275,500.00 The project consists of repairing the foundation and support for the Naches River Bridge footings and abutment used by the Yakima Valley Trolley system. The work is funded through the Washington State Department of Transportation 2024 Supplemental Transportation Budget with a grant award of $333,000 that requires no match. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution_HLA_Naches River bridge repair HLA PE PSA 2801