HomeMy WebLinkAboutHLA Engineering and Land Surveying, Inc. - 16th Avenue Right-of-Way SurveyFor City of Yakima Use Only:
Contract No
Project No.
Resolution No.
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 this day of 61 2017, by and
between the City of Yakima, Washington, a municipal corporation with its principal office -t 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY," and HLA Engineel:i g and Land
Surveying, Inc. (HLA), with its principal office at 2803 River Road, Yakima, WA 98902, 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 land surveying services under tis Agreement for the 16th
Avenue Right -of -Way Survey on behalf of the City of Yakima, Project No. , herein referred
to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide land surveying services for design 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
Michael T. Battle, 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 — 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."
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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 A — SCOPE OF
SERVICES, 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 (an email will be considered as written authorization).
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 or qualified professional.
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 by 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 therefrom.
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.
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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 B - SCHEDULE OF RATES,
attached hereto and incorporated herein by this reference. The estimated cost to perform this work,
on a time spent basis, plus reimbursement for direct non -salary expenses is as shown on EXHIBIT
A.
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ENGINEER's vehicles; meals and lodging;
laboratory tests and analyses; printing, binding and reproduction charges; all costs
associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT -related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual
charges plus a reasonable markup, not to exceed ten percent (10%) and on the basis of
current rates when furnished by ENGINEER.
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 EXHIBIT B — SCHEDULE OF RATES.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%) for
services provided to the CITY through this AGREEMENT. Use of subconsultants is not
anticipated.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT
shall not exceed $3,000.00. 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 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
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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 CITY necessary to
substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30)
days of receipt and upon approval of the WORK done and amount billed. CITY will notify the
ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in
an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such
item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with
additional supporting information required.
5.4 If payment is not made within sixty (60) days following receipt 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.
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6.4 INDEMNIFICATION:
6.4.1 ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected
officials, agents, officers, employees, agents, and volunteers (hereinafter "parties
protected") from (1) claims, demands, liens, lawsuits, administrative and other
proceedings (including reasonable costs and attorney's 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 or willful misconduct of the ENGINEER, the
ENGINEER shall at once cause the same to be dissolved and discharged by giving
bond or otherwise.
6.4.2 CITY agrees to indemnify, defend, 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.
6.4.3 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.
6.4.4 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.
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.
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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.
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 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
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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 INSURANCE
10.1 At all times during performance of the services, 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.
10.1.1 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 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.
10.1.2 Commercial Automobile Liability Insurance.
10.1.2.1 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 certificate.
10.1.2.2 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 10.1.1 entitled "Commercial General Liability Insurance."
10.1.2.3 Under either situation described above in Section 10.1.2.1. and Section 10.1.2.2.,
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 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.
10.1.3 Statutory workers' compensation and employer's liability insurance as required by state
law.
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10.1.4 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 officials, officers,
principals, employees, representatives, 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 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this AGREEMENT.
11.2 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.
11.3 CITY hereby authorizes the ENGINEER to subcontract with the following persons or firms for the
purpose of completing this AGREEMENT:
• None anticipated
11.4 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.
SECTION 12 ASSIGNMENT
12.1 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.
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SECTION 13 INTEGRATION
13.1 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 14 JURISDICTION AND VENUE
14.1 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 15 EQUAL EMPLOYMENT AND NONDISCRIMINATION
15.1 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, and 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 16 SUSPENSION OF WORK
16.1 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 the PROJECT in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 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.
17.2 In addition to termination under subsection 17.1 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.
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17.3 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.
17.4 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.
17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 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.
17.6 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.
17.7 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 17.4 of this Section.
17.8 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 17.3 of this Section.
SECTION 18 DISPUTE RESOLUTION
18.1 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 19 CONFLICT OF INTEREST
19.1 Interest of Members of City: No member of the governing body of the CITY and no other officer,
employee, or agent of the CITY who exercises any functions or responsibilities in connection with
the planning and execution of this AGREEMENT shall have any personal financial interest, direct
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or indirect, in this AGREEMENT; and the ENGINEER shall take appropriate steps to assure
compliance.
19.2 Interest of Other Public Officials: No member of the governing body of the locality and no other
public official of such locality who exercises any functions or responsibilities in connection with the
planning and execution of this AGREEMENT shall have any personal financial interest, direct or
indirect, in this AGREEMENT; and the ENGINEER shall take appropriate steps to assure
compliance.
19.3 Interest of the Engineer and Employees: The ENGINEER covenants that it presently has no
interest and shall not acquire interest, direct or indirect, in the study area or any parcels therein or
any other interest which would conflict in any manner or degree with the performance of its services
hereunder. The ENGINEER further covenants that in the performance of this AGREEMENT, no
person having such interest shall be employed.
SECTION 20 NOTICE
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
Attn: Brett Sheffield, PE
129 North 2nd Street
Yakima, WA 98901
ENGINEER: HLA Engineering and Land Surveying, Inc. (HLA)
Attn: Michael T. Battle, PE, President
2803 River Road
Yakima, WA 98902
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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
Signature
Printed Name:
Title:
Cliff Moore
Date: (9.
Attest.
City Manager
HLA ENGINEERING AND LAND SURVEYING, INC.
Printed Name:
Title:
.." A D
fir.
Michael T. Battle
President
=‘,/7
Clerk 4,o
® s:
City Contract No. ,20/ 7-rri / .7 \ SH\
Resolution No.
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STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Cliff Moore 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: — -/ 7
Seal or Stamp
Notary Public
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
January 12, 2020
//)7,}7),_e ,
(Signature)
Title
a/7-7\6 4//
Printed Name
My commission expires: / /
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STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Michael T. Battle, 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: i - 7
Seal or Stamp
Notary Public Pia Al- v%
State of Washington
KAARRE ALLYN Title
MY COMMISSION EXPIRES
January 12, 2020 A I 6t a rre.. /'1/4/ y
Printed Name
(Signaturd)
My commission expires: 1 — / 2
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EXHIBIT A — SCOPE OF SERVICES
CITY OF YAKIMA
16TH Avenue Right -of -Way Survey
The scope of work shall include the furnishing of all services, labor, materials, equipment, supplies, and
incidentals necessary to conduct and complete the work as indicated hereinafter. The work to be performed
involves project administration, field investigations, final design, plans, and specifications.
PROJECT:
16th Avenue Right -of -Way
SCOPE OF SERVICES:
• HLA will prepare a record of survey for the 16th Avenue Re -alignment project from Ahtanum Road to
Valley Mall Boulevard. The survey will show the location of 16th Avenue to be reserved as right-of-way
and those portions of 16th Avenue to be vacated.
• HLA will file the survey with the Yakima County Auditor's office and will provide six (6) paper copies of
the survey and an AutoCAD file.
ADDITIONAL SERVICES:
Provide surveying services for additional work requested by the CITY that is not included in original scope
of services.
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EXHIBIT B
SCHEDULE OF RATES
FOR
HLA Engineering and Land Surveying, Inc.
Effective January 1, 2017, through December 31, 2017
Senior Principal Engineer $196.00 per hour
Licensed Principal Land Surveyor $191.00 per hour
Licensed Principal Engineer $175.00 per hour
Licensed Professional Engineer $160.00 per hour
Other Licensed Professional $160.00 per hour
Licensed Professional Land Surveyor $146.00 per hour
Project Engineer $131.00 per hour
Contract Administrator $120.00 per hour
CAD Technician $115.00 per hour
Resident Engineer/Inspector $109.00 per hour
Surveyor $109.00 per hour
Senior Engineering Technician $109.00 per hour
Engineering Technician $77.00 per hour
Word Processing Technician $77.00 per hour
Surveyor on Two Man Crew $104.00 per hour
Surveyor on Three Man Crew $92.00 per hour
Vehicle Mileage $0.535 per mile
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