HomeMy WebLinkAboutR-2017-014 Spring Creek Road and 36th Ave Improvements; Professional Services Agreement with Widener and AssociatesRESOLUTION NO. R-2017-014
A RESOLUTION authorizing the City Manager to execute a Professional Services
Agreement with Widener and Associates, not to exceed $56,000, to
develop a wetland mitigation use plan and to prepare the environmental
permits for the Spring Creek Road and 36th Avenue Improvements.
WHEREAS, the City is in the process of improving Spring Creek Road and 36th Avenue
in the vicinity of the new SOZO development, which requires the development of a wetland
mitigation use plan and receiving various environmental permits; and
WHEREAS, the City desires to enter into a Professional Services Agreement with Widener
and Associates to perform the design work necessary to develop a wetland mitigation use plan
and prepare the environmental permits required for the Spring Creek Road Improvements, and,
WHEREAS, the City of Yakima used the procedure established by the State of
Washington to select and recommend a professional firm using the Municipal Research and
Service Center Professional Services Roster process to select a firm to perform the design work,
and
WHEREAS, Widener and Associates was determined to be qualified to perform the
needed design work; and
WHEREAS, the Scope of Work and Budget included in this supplement meet the needs
and requirements of the City of Yakima for this project, 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 Widener and Associates, attached hereto and incorporated herein by this reference, not to
exceed Fifty -Six Thousand Dollars ($56,000) to provide the Professional Services as described
in the Agreement.
ADOPTED BY THE CITY COUNCIL this 7th day of February, 2017.
Carmen Mendez, Mayor Pro
em
For City of Yakima Use Only:
Contract No.
Project No.
Resolution No.
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
WIDENER AND ASSOCIATES
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of re,Jr+A. • , 2017, by and
between the City of Yakima, Washington, a municipal corporation with its principal offi e at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Widener and Associates with its
principal office at 10108 32nd Avenue W., Suite D, Everett, WA 98204, 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 environmental consulting and engineering services under this
Agreement for Spring Creek Road and 361h Avenue Improvements, on behalf of the City of Yakima, Project
No. 2428, 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,
Ross Widener 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 "Spring
Creek Road and 36th Avenue Improvements" (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."
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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 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
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 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.
3.3 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 available solely
as additional information to the ENGINEER and will not relieve the ENGINEER of its 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 there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4 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.
SECTION 5 COMPENSATION
5 1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES For the services
described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specific Hourly
Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus
reimbursement for direct non -salary expenses
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51.1 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 be
adjusted on a yearly basis.
• That accommodation shall be at a reasonably priced hotel/motel
• That air travel shall be by coach class, and shall be used only when
absolutely necessary
5:1.2 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.
51.3 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 this PROJECT
shall not exceed Fifty -Six Thousand Dollars ($56,000) The ENGINEER will make 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.
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.
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5 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 (61) 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)
5.5 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 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 in stated amounts to
be set forth therein.
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 Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy,
timely completion, and the coordination of all plans, design, 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.
6.2 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.
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 therefrom.
6 4 INDEMNIFICATION.
(a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected and
appointed officials, agents, officers, employees, and volunteers (hereinafter "parties
protected") from (1) claims, demands, liens, lawsuits, 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 upon the City's
property or any of the City's officers, employees or agents as a result of the negligence
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or willful misconduct of the Engineer, the Engineer shall at once cause the same to be
dissolved and discharged by giving bond or otherwise.
(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.
(c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a 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 to their
relative degrees of negligence or willful misconduct and the right of indemnity will apply for
such proportion.
(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.
6.5 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.
6 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 compliance by contractors 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
6.7 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 and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 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 attachments. 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
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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.
SECTION 8 REUSE OF DOCUMENTS
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 attorneys 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
8.2 The ENGINEER agrees that ownership of any 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 vested in the CITY
8.3 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
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 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
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 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 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
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
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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
SECTION 11 INSURANCE
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 arid Endorsements and ENGINEER shall be
named as an additional insured for such higher limits.
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
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 of coverage will
apply and a certificate will be required per the instructions above. In lieu of a certificate,
contractor may provide confirmation in writing from their insurance broker that their
insurance policy does not contain a subcontract exclusion or one relating to the work of
others.
11 1.2. Commercial Automobile Liability Insurance.
a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the
parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of
commercial automobile 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. Automobile liability will apply to "Any Auto" and be shown on the
cerFificate
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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 employers liability insurance as required by state
law
11.1 4. Professional 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.
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.
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
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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. 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 of all disputes arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION
161 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.
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 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.
SECTION 18 TERMINATION OF WORK
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 party
before termination Notice shall be considered issued within seventy-two (72) hours of mailing by
certified mail to the place of business of either party as set forth in this Agreement.
Page 9
18.2 In addition to termination under subsection 18 1 of this Section, CITY may terminate this Agreement
for its convenience, in whole or in part, provided the ENGINEER 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 with CITY before termination.
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 incurred,
or 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 for services satisfactorily
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,
reports, estimates, summaries, and such other information, documents, and materials 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 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
SECTION 19 DISPUTE RESOLUTION
19.1 In the event that any dispute shall arise as to the interpretation of this Agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the Agreement, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute If either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 20 NOTICE
Page 10
20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below Notice shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier
CITY: City of Yakima
129 N. 2"d Street
Yakima, WA 98901
Attn: Brett Sheffield
ENGINEER: Widener and Associates
10108 32nd Avenue W., Suite D
Everett, WA 98204
Attry Ross Widener
SECTION 21 SURVIVAL :A 1 -3F1 -,>i �'
t'YJ:.
^eTIFIFIX V,C,! 't:. ' ii%'0') YM G
21 1 The foregoing sections of this Agreement shall survive the expiration ®rtermination:of•thi, Agreement
in accordance with their terms. 1.t,,,,,..;,c,=T<;, w•= -,-.,_,-. ri.,._.,.,..,...-,..-r-...=•-.3.,,::::..."
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 YAKIMA
Cliff Moor4
Printed Name. Cliff Moore
Title City Manager
Sect kf f C.
Printed Name Rous Widener
l ,l
Title.
CITY CONTRACT NO• R.--
aO/ 7 "P/3
RESOLUTION NO' R` -- °4:1/ 7- o /4(
Page 11
STATE OF WASHINGTON
ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that L`/, 460r -e 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
a- 8-! 7
Seal or Stamp
Notary Public—Th
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
January 12, 2020
(Signature)
Title
r,- A-11-17
Printed Name
My commission expires. ! " f -.D_e
Page 12
STATE OF WASHINGTON
ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that 3r✓A-iit rr C. w ( OttJ L is the person who
appeared before me, and said person acknowledged that b4/she signed this instrument, on oath stated that
0/she was authorized to execute the instrument, and acknowledged it as the C Fa of
wc00l�"(L .- A55aC1.A-r 4 to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
Dated: 112.63Q, v- .( —1 , t�
Seal or Stamp
.01,..„„,„,
,:...p.,,,,,,,,,
WORY•\ , tkozo tS, .f.
▪ :°pUO-
#.1▪ ,t5:* , ' Z' Printed Name
w°6,"tfIOe�� aN° My commission expires. � ift `-t, 9.,:-).__0
(Signature)
Title
Pit Gi,(A EL
/`, VT,412--( l� jai C
ALIh/ S
Page 13
EXHIBIT A
SPRING CREEK ROAD AND 36711 AVENUE IMPROVMENTS
SCOPE OF WORK
Project Understanding
The City is currently undertaking the Spring Creek Road Widening prjoect. The project will
consist of widening roadway shoulder, improved pedestrian facility, signage and striping of the
new roadway. The project is intended to provide improved access to the newly constructed
Soccer Sports Complex.
The scope of this work provides for the completion of the necessary permitting documents and
obtaining the necessary permits and providing for the wetland mitigation.
The following tasks are anticipated:
TASKS:
1.1 Wetland Mitigation Use Plan
A wetland mitigation plan will be prepared for the development of the City owned
properties. The plan will be completed to meet the requirements of the United States
Army Corps Engineers (Corp) and Department of Ecology (DOE). The following
subtask will be undertaken in preparation for the project mitigation use plan.
1. Condition assessment of the proposed mitigation site.
2. Analysis of the proposed impacts and the proposed mitigation site to show how the
mitigation site complies with the Corp and DOE regulations.
3. Complete a draft of the wetland mitigation use plan which will include a narrative
describing the proposed mitigation site, a vicinity map, a plan view and/or detail maps of
the proposed mitigation and other informational maps as required by the permitting
agencies.
4. Revise the plan based on agency comments
Deliverables
• Three copies of a draft mitigation use plan for review by the City with
accompanying draft special provisions if required.
• Three copies of a draft mitigation use plan, incorporating the City's comments, for
submittal to the Corp and DOE.
• Three copies of a revised draft mitigation plan, incorporating comments by the
Corp and DOE.
Page 14
1.2 Permits
Widener will assemble and organize all necessary environmental permit applications to
a standard acceptable by the permitting agencies. Anticipated permits include the
following:
1. Section 404 Permit
2. Section 401 Permit
3. Shorelines Permit
Permit applications shall include all requested information, such as application forms, all
necessary permit drawings, an attachment describing project location, project purpose
and need, alternatives considered, and a summary of project impacts. The Consultant,
Widener shall also provide a draft transmittal letter for submittal of the application by the
City. Draft applications, including supporting information, shall be submitted to the City
for review and comment. Revised permit applications shall be provided to the City for
signature and submittal to permitting agencies. The Consultant shall perform the
necessary coordination to obtain the permits.
Deliverables
• Three copies of the draft JARPA for review by the -City
• Three copies of the revised draft JARPA incorporating City comments
• Three copies of the final JARPA will be prepared incorporating agency comments
1.3 Plans and Specifications
Widener will assist the engineer by preparing the planting plans and placement of
habitat structures to be overlaid on to the grading plans prepared by the Engineer. The
planting plan will include numbers, types and location of plants as well as habitat log
and boulder locations. This work will also include all necessary special contract
provisions to install and pay for the plantings, wood placement and stream material.
Deliverables
• 30 % plans for plantings streambed stream material and wood placement
• 60% plans for plantings streambed stream material and wood placement
• 100% plans plantings streambed stream material and wood placement
• Draft and final special contract provisions for planting woody materials and stream bed
construction.
Page 15
Project Name
Client
Location
EXHIBIT B
Professional Fees
Spring Creek Rd. and 36th Ave. Imp.
City of Yakima;
Yakima, WA
Date'
2/7/2017
Tasks
Project
Manager
Project
Biologist
Hours
Hours
1.1 Wetland Mitigation Plan
Draft
16
30
Final
2
24
1.2 Site development Plan
Draft
30
45
Final
15
12
1.3 Permits
JARPA NPDES & City Application
24
50
Draft
16
20
Final
4 30
Coordination and Response Comments
4
8
City Planning
4
16
WDFW
4
6
DOE
4
16
Corp of Engineers
4
16
1.2 Site Development Specifications
Draft
30
45
Final
15
12
Total hours
172
330
Summary =
Hours
- Rate
Cost
Project Manager
172
$154.00
$26,488.00
Project Biologist
330
$86.80
$28,644.00
Total Labor
$55,132.00
TOTAL ESTIMATED COST
$55,132.00
Page 16
EXHIBIT "C"
SCHEDULE OF RATES
Position
Project Manager
Project Biologist
Page 17
Hourly Rate
$154.00
86.80
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDASTATEMENT
Item No. 6.F.
For Meeting of: February 7, 2017
ITEM TITLE: Resolution authorizing an agreement with Widener and Associates,
in an amount not to exceed $56,000, to develop a wetland
mitigation use plan and to prepare the environmental permits for the
Spring Creek Road and 36th Avenue Improvements
SUBMITTED BY: Brett Sheffield, Chief Engineer— 576-6797
SUMMARY EXPLANATION:
As part of the agreement that the City entered into with SOZO, the City is required to improve
Spring Creek Road and 36th Avenue. During design of this project, it has become apparent that
the widening of the roadway will impact existing wetlands, thereby requiring the development of a
wetland mitigation use plan and the acquisition of certain environmental permits.
In order to select a consulting firm to do this work, the City followed the procedures established
by the State of Washington to select and recommend a professional firm using the Municipal
Research and Service Center Professional Services Roster process to select a firm to prepare
the engineering plans detailing the desired improvements to the road.
As Widener and Associates have been determined to be qualified to perform the needed design
work, the costs to perform this work have been negotiated, and a professional services
agreement has been developed in an amount not to exceed $56,000. A copy of the professional
services agreement is attached for review.
ITEM BUDGETED:
STRATEGIC PRIORITY:
APPROVED FOR
SUBMITTAL:
City Manager
STAFF RECOMMENDATION:
Adopt resolution
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date
D Resolution 1/31/2017
D Professional SeRices 1/31/2017
Type
Co\kr Memo
Cover Memo
Contract Supplemental Agreement
Supplemental Agreement
Number• 1
'
Organization and Address:
1902 120th Place SE, Suite 202
Everett, WA 98208
Original Contract Number:
2017-013
Execution Date of Supplement:
October 30, 2017
City Engineering Project Number: 2428
Completion Date of Supplement:
June 30, 2018
Project Title:
Spring Creek Road and 36th Ave.
Improvements
Maximum Amount Payable this Supplement.
$4,200
Maximum Total Amount Payable for the
Agreement:
$60,200
Section 1: Supplemental Agreement
The City of Yakima, Washington desires to supplement the contract agreement entered into with Widener
and Associates, and executed on February 8, 2017 by Resolution No. 2017-014 and identified as
Contract 2017-013. All provisions in the basic contract remain in effect except as expressly modified by
this supplement. The changes to the agreement are described as follows.
Section 2: Scope of Services
The additional task to be performed as part of this Supplemental Contract is to fill out the RCO Property
Assessment Checklist and to complete and verify a Hazardous Substance Certification as detailed in
Exhibit A.
Section 5: Compensation
Payment for this supplemented work will, as shown on Exhibit B is not exceed $4,200, bringing the total
amount of the Agreement to $60,200.
If you concur with this supplement and agree to the changes as stated above, please sign the appropriate
spaces below and return to this office for final action.
By:
Consultant Signature
B
CITU CONTRACT NO: C/
RESOLUTION NO:
.22i? -12/3 S /
EXHIBIT A
Scope of Work
Spring Creek Road and 36th Avenue Improvements
City of Yakima
Environmental Services
PROJECT UNDERSTANDING
The City of Yakima (the City) is currently undertaking the Spring Creek Road Improvements
Project. The scope of this work provides for the completion of the necessary Hazardous materials
documents and completing the RCO property assessment checklist. The work will be performed
in accordance with Hazardous Substance Certification. The following tasks are anticipated:
TASKS:
1. CO Property Assessment Checklist
We will complete the RCO Property Assessment Checklist as required for the Hazardous
Substance Certification.
2. Hazardous Substance Certification
We will accumulate and analyze the data acquired in accordance with the American Society
for Testing and Material (ASTM) standards. The documentation will provide assurance of
non -hazardous materials on the property cite in question.
DELIEVERABLES:
1. Property Assessment Checklist
2. Hazardous Substance Certification
'Project Name
Client
Location
EXHIBIT B
Spring Creek Road"&36th Avenue Improvements
City of Yakima/ Brett Sheffield
Date -
10/16/2017
Project
Manager
Project
Biologist
Hours
Hours
Property Assesment Checklist
Draft
7
21
Final
2
5
Agency Comments
2
2
Total hours
1 1
28
Surrunary
Hours
Rate
Cost
Project Manager
11
$154 00
$ I,694 00
Project Biologist
28
$86.80
$2,430 40
Total Labor
$4,124 40
Expenses
Mileage
TOTAL ESTIMATED COST
$4,124 40