HomeMy WebLinkAboutR-2017-079 Harmon Center Improvements Agreement with the Yakima Valley Senior Citizens, Inc.; Consultant Agreement with Traho Architects, P. S.RESOLUTION NO. R-2017-079
A RESOLUTION authorizing an Agreement with the Yakima Valley Senior Citizens
Incorporated for design and construction of improvements to the front
entrance of the Harman Center, and payment for such improvements
WHEREAS, the City is a municipal corporation duly formed and existing under the laws of
the State of Washington with City Hall located at 129 North Second Street, Yakima, Washington
98901, and
WHEREAS, the Yakima Valley Senior Citizens Incorporated is duly formed and existing as
a public benefit corporation under the laws of the State of Washington, and
WHEREAS, the City, through its Parks and Recreation Division, owns, operates and
maintains the Harman Center within the City with the common street address known as 101 N
65th Avenue, Yakima, Washington; and
WHEREAS, the Yakima Valley Senior Citizens Incorporated desires to enhance the front
entrance to the Harman Center for the benefit of the community by donating the funds needed for
the design and construction of new front entrance improvements; and
WHEREAS, the City is authorized to enter into agreements with community service
organizations for the construction of improvements to public parks pursuant to RCW 35 21.278
and other statutes, and desires to enter into this agreement with the Yakima Valley Senior
Citizens Incorporated for the design and construction of improvements to the front entrance of the
Harman Center; and
WHEREAS, the City Council of the City of Yakima finds that it is in the best interest of the
City and its residents to execute the attached agreement and improve the front entrance of the
Harman Center, now therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute an Agreement with the Yakima Valley
Senior Citizens Incorporated, attached hereto as Exhibit "1" and fully incorporated herein by this
reference, for the design and construction of improvements to the front entrance of the Harman
Center and to accept monetary donations from YVSC to pay the full costs of design and
construction of the improvements.
ADOPTED BY THE CITY COUNCIL this 20th day of June 2017.
ATTEST:
AL
Sonya Cla r Tee, City Cler
4
AGREEMENT BETWEEN THE CITY OF YAKIMA AND
THE YAKIMA VALLEY SENIOR CITIZENS INCORPORATED FOR THE DESIGN AND
CONSTRUCTION OF IMPROVEMENTS TO THE FRONT ENTRANCE OF THE HARMAN
CENTER
THIS AGREEMENT is entered into between the City of Yakima (hereinafter the "City"),
whose address is 129 North 2nd Street, Yakima, Washington 98901, and, the Yakima Valley
Senior Citizens Incorporated (hereinafter "YVSC"), for purposes of the design and construction of
improvements to the front entrance at the Harman Center
WHEREAS, the City is the owner of the Harman Center, located at 101 N 65th Avenue,
Yakima, Washington, and
WHEREAS, the Harman Center is a valuable recreational resource for the community,
and
WHEREAS, the City is committed to ensuring that improvements to the Harman Center
serve the best interests of the community; and
WHEREAS, YVSC is dedicated to enhancing the Harman Center for the benefit of the
community; and
WHEREAS, YVSC is willing to contribute financial and other resources to the City for the
design and construction of improvements to the front entrance of the Harman Center; and
WHEREAS, the City is willing to accept the financial and other resources offered by the
YVSC for the design and construction of the improvements to the front entrance,
NOW, THEREFORE, in consideration of the covenants and agreements contained herein
and performed by the parties hereto, it is hereby agreed as follows -
1. Purpose. The purpose of this Agreement is to define the responsibilities of the City and
the Yakima Valley Senior Citizens Incorporated with regards to the improvements to the front
entrance of the Harman Center (hereinafter sometimes referred to as the "Project") and to provide
for effective cooperation in improving the front entrance of the Harman Center for the benefit of
the City and its residents, including seniors
2. Obligations of the Parties.
The City shall perform the following obligations in regard to the Harman Center
A The City shall assist in planning for improvements to the front entrance to the
Harman Center;
B The City shall oversee the bidding, design and construction of the new front
entrance,
C The City shall ensure the site maintains accessibility for the mobility -impaired during
construction;
D The City shall maintain and repair the new front entrance after construction,
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E. The City shall take other steps, as necessary, to ensure public safety in the use and
enjoyment of the front entrance and in general the Harman Center during and after construction
YVSC shall perform the following obligations in regard to the improvements to the Harman
Center
A. YVSC shall donate all of the funds needed for the design and construction of the
improvements to the front entrance of the Harman Center, at the time the bid is awarded or at the
time the contract is entered into if public bidding is not required, and reserves the right to
voluntarily contribute additional sums as it deems necessary and appropriate,
B YVSC will be invited by the City and may assist the City in the planning and
construction of the front entrance;
C. YVSC will be invited to assist, and may assist in the selection of the contractor(s) to
perform the design and construction of the front entrance during the bidding process,
D YVSC shall confer with the City as necessary in regard to any outstanding matters
related to the maintenance and repair of the front entrance to the Harman Center;
E YVSC may assist the City in the selection of design elements
3. Term. The term of this Agreement shall commence upon execution hereof and shall
remain in effect until the Project is complete and full payment for the costs of the Project are paid,
unless the Agreement is terminated earlier by either party under Section 16 of this Agreement.
YVSC shall proceed with their obligations in a timely and diligent manner but shall not have any
responsibility for delays caused by others beyond the control of YVSC or that were not reasonably
foreseeable
4. Administration. This Agreement shall be administered by the City's Parks and
Recreation Division.
5. Independent Contractor. YVSC and the City understand and expressly agree that YVSC
is an independent contractor in the performance of each and every part of this Agreement.
Additionally, and as an independent contractor, YVSC and its employees shall make no claim of
City employment nor shall claim against the City any related employment benefits, social security,
and/or retirement. Nothing contained herein shall be interpreted as creating a relationship of
servant, employee, partnership, or agency between YVSC and/or any officer, employee or agent
of YVSC and the City
6. No Third Party Rights. This Agreement is entered into for the sole benefit of the parties.
It shall confer no benefits or rights, direct or indirect, on any third parties. No person or entity
other than the City and YVSC may rely upon or enforce any provision of this Agreement.
7. Indemnification and Hold Harmless.
A Each party hereto agrees to maintain responsibility and assume liability in the
performance of this Agreement for its own wrongful and/or negligent acts or omissions, and those
of its officers, agents or employees to the fullest extent allowed by law; Provided, however, that
upon completion of the Harman Center entrance improvements, and acceptance thereof by City,
City shall be solely responsible for maintenance and operation of the front entrance improvements
and shall hold YVSC harmless from any responsibility or liability arising after City's acceptance
caused by the wrongful and/or negligent acts or omissions of City or any third party
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B The provisions of this Section shall survive the termination or expiration of this
Agreement.
C. Nothing contained in this Section or this Agreement shall create a liability or a right of
indemnification in any third party.
8. Nondiscrimination. During the performance of this Agreement, the Parties 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.
9. Compliance With Law. The Parties to this Agreement shall comply with all applicable
federal, state and local laws, rules and regulations in carrying out the terms and conditions of this
Agreement.
10. No Insurance. It is understood the City does not maintain liability insurance for YVSC or
its employees, officers, directors, agents, volunteers, contractors or subcontractors, nor does
YVSC maintain liability insurance for the City or its employees or contractors
11. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of
any covenant or condition of this Agreement shall not impair the right of the party not in default to
avail itself of any subsequent breach thereof Leniency, delay or failure of either party to insist
upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise
any right herein given in any one or more instances, shall not be construed as a waiver or
relinquishment of any such agreement, covenant, condition or right.
12. Dispute Resolution. The City and YVSC shall meet to discuss any outstanding issues
related to the development of the front entrance improvements to the Harman Center in order to
resolve any disputes through cooperation and negotiation
13. Integration. This Agreement contains all of the terms and conditions agreed on by the
parties No other understandings, oral or otherwise, regarding the subject matter of this
Agreement, are deemed to exist or to bind either of the parties.
14. Modifications and Assignment. The parties may modify this Agreement but no
proposed changes or modifications shall have validity or become binding on either party unless
such changes or modifications are in writing and executed by both parties This Agreement shall
not be assigned to any third party unless the parties agree to assignment in writing
15. Severabilit
A. If a court of competent jurisdiction holds any part, term or provision of this
Agreement illegal or invalid in whole or in part, the validity of the remaining provisions shall not be
affected, and the parties' rights and obligations shall be construed and enforced as if the
Agreement did not contain the particular provision held invalid.
B If any provision of this Agreement is in direct conflict with any statutory provision of
the State of Washington, that provision which may conflict shall be deemed inoperative and null
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and void insofar as it may conflict, and shall be deemed modified to conform to such statutory
provision
16. Termination Either party may terminate this Agreement, without cause, upon thirty (30)
days' written notice to the other party before either party has incurred substantial expenses
(defined as expenses in excess of $1,000) or before a bid is accepted for the improvements,
following the full execution of this Agreement, to perform its obligations hereunder, but not
thereafter, except for cause
17. Survival. Any provision of this Agreement which imposes an obligation after expiration or
termination of this Agreement shall survive the expiration or termination and shall bind the parties
18. Notices. Unless otherwise stated herein, all notices and demands are required in written
form and sent to the parties at their addresses as follows
TO CITY OF YAKIMA
Cliff Moore, City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
TO Ken Wilkinson, Parks & Recreation Manager
2301 Fruitvale Blvd
Yakima, WA 98902
TO. YAKIMA VALLEY SENIOR CITIZENS INCORPORATED
Lois Cruikshank, President
101 N 65th Avenue
Yakima, WA 98908
19. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington
20. Inspection, Audit and Records. YVSC shall maintain books, accounts, records,
documents and other records, including all electronic records, regarding its actions and
responsibilities under this Agreement in accordance with generally accepted accounting practices
All such books of account and records required to be maintained by this Agreement shall be
subject to inspection and audit by representatives of the City and/or of the Washington State
Auditor at all reasonable times YVSC shall provide the proper facilities for such inspection and
audit. Such books of account, documents and records may be copied by a representative of the
City and/or of the Washington State Auditor where necessary to conduct or document an audit.
YVSC shall preserve and make available all such books of account and records for a period of six
(6) years after the completion of construction of the front entrance improvements and final
donation to the City YVSC understands and agrees that records maintained pertaining to actions
conducted by YVSC pursuant to this Agreement will be considered public records subject to
disclosure under the State of Washington Public Records Act, RCW 42 56 YVSC shall
cooperate with the City to assure timely production and disclosure of any records in YVSC's
possession, or the possession of any of its directors, officers, members or volunteers, subject to
disclosure under the Public Records Act.
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CITY OF YAKIMA
Moor it
Manager
y
la3117
Date Signed
ATTEST
8
YAKIMA VALLEY SENIOR
CITIZENS INCORPORATED
ois Cruiks ank, President
Sonya Claar ee, City Clerk
CITY CONTRACT NO: 7w 7- i b' z
RESOLUTION NO:R• ' .20/7 0 7
7
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City of Yakima — Yakima Valley Senior Citizens Incorporated - Harman Center Front Entrance
Improvements
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
1
Item No. 11.
For Meeting of: June 20, 2017
ITEM TITLE: Resolution authorizing an agreement with Yakima Valley Seniors
Inc. to fund necessary improvements to the front entrance of
Harman Center and a Contract with Traho Architects for
the design work of the project
SUBMITTED BY: Ken Wilkinson, Parks and Recreation Manager - 576-6416
Scott Schafer, Director of Public Works
SUMMARY EXPLANATION:
Yakima Valley Seniors Incorporated (YVSC Inc.), an organization established for the
advancement of senior programs and facilities, especially at the City of Yakima owned and
operated Harman Center, located at 101 N. 65th Avenue, has identified a desire to improve the
front entrance to the Harman Center.
Currently, the front doors of the Harman Center swing out which can be a potential safety
issue for those utilizing wheelchairs, canes and walkers. The proposal is to design and construct
a new entrance with sliding doors that are similar to a grocery store, hospital or medical clinic. In
addition to safety improvements, the new front entrance will be more energy efficient and
comfortable to those volunteering as greeters at the Harman Center.
YVSC Inc. has agreed to donate funds for both the design and construction of the
improvements. The Agreement between the City and YVSC Inc. is attached for review as
Exhibit 1.
Traho Architects has been selected to perform only the design work for the front entrance
improvements. The Contract between the City and Traho is in the amount not to exceed twelve
thousand dollars ($12,000) which YVSC Inc. will reimburse the City. The Contract has been
attached for City Council review with both Exhibit A and B. Exhibit "A" is the Scope of Work in
more detail. Exhibit "B" is the Schedule of Rates in more detail.
ITEM BUDGETED: No
STRATEGIC PRIORITY: Partnership Development
APPROVED FOR
SUBMITTAL:
STAFF RECOMMENDATION:
Adopt Resolution
City Manager
BOARD/COMMITTEE RECOMMENDATION:
Parks and Recreation Commission approved this item - January 11, 2017
ATTACHMENTS:
Description Upload Date
Li Resolution 6/2/2017
0 Agreement 6;2/2017
D Contract 6/2/2017
Type
Resolution
Contract
Contract
2
For City of Yakima Use Only:
Contract No.
Project No.
Resolution No.
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
TRAHO ARCHITECTS, P.S.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this 20TH day of June, 2017, by and between the
City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street,
Yakima, WA 98901, hereinafter referred to as "CITY", and Traho Architects, P S. with its principal office at
9 N. 11th Avenue, Yakima, WA 98902, hereinafter referred to as "CONSULTANT", said corporation is
licensed and registered to do business in the State of Washington, and will provide Engineering services
under this Agreement for Improvements to the Front Entrance of the Harman Center on behalf of the City
of Yakima, Project No herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the CONSULTANT to provide consulting services for design
and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto,
and
WHEREAS, CONSULTANT 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 CONSULTANT 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 CONSULTANT agrees to perform those services described hereafter. Unless modified in
writing by both parties, duties of CONSULTANT shall not be construed to exceed those
services specifically set forth herein
2.0.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall
assign, Nancy Charron as Principal -in -Charge throughout the term of this Agreement
unless other personnel are approved by the CITY
2.1 Basic Services. CONSULTANT agrees to perform those tasks described in Exhibit A, entitled
"Scope of Work" (WORK) which is attached hereto and made a part of this Agreement as if fully
set forth herein
2.2 Additional Services. CITY and CONSULTANT agree that not all WORK to be performed by
CONSULTANT 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
CONSULTANT to revise portions of the PROJECT WORK previously completed in a satisfactory
manner, delete portions of the PROJECT, or request that the CONSULTANT 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 CONSULTANT'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 CONSULTANT 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 CONSULTANT shall not perform any
Additional Services until so authorized by CITY and agreed to by the CONSULTANT in
writing.
2.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from
the date of the CONSULTANT's receipt of the written notification of change
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the
CITY'S possession relating to the CONSULTANT'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 CONSULTANT as required for CONSULTANT'S performance of its services and
will provide labor and safety equipment as reasonably required by CONSULTANT for such
access.
3.3 TIMELY REVIEW The CITY will examine the CONSULTANT'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 CONSULTANT 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 CONSULTANT shall be entitled to reasonably rely on such instructions
made by the CITY'S Representative unless otherwise directed in writing by the CITY, but
CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any
instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based
upon the CONSULTANT'S knowledge.
3 5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available
solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its
duties and obligations under this Agreement or at law. The CONSULTANT 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 CONSULTANT 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 B - 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 CONSULTANT'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 CONSULTANT. Estimated Direct Non -Salary
Expenses are shown in Exhibit B
51 1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the CONSULTANT 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. CONSULTANT, 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
51.2 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
5.1.3 Professional Subconsultants Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%)
for services provided to the CITY through this Agreement. Estimated Subconsultant
costs are shown in Exhibit B
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Twelve Thousand Dollars ($12,000) The CONSULTANT 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 CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be
adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any
budget has been increased, the CONSULTANT'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 CONSULTANT 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 CONSULTANT
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 CONSULTANT promptly if any problems are noted with the invoice.
CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and
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withholding payment for such item(s) The CONSULTANT 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 CONSULTANT pursuant to the terms
of RCW 39 76.020(4).
5.5 Final payment of any balance due the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT to satisfactorily perform the PROJECT WORK as required under
this Agreement.
SECTION 6 RESPONSIBILITY OF CONSULTANT
6 1 The CONSULTANT 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 CONSULTANT under this Agreement. The
CONSULTANT shall, without additional compensation, correct or review any errors, omissions, or
other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
CONSULTANT shall perform its WORK according to generally accepted consulting 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
CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT shall be
solely responsible for any claims for wages or compensation by CONSULTANT employees,
agents, and representatives, including subconsultants and subcontractors, and shall save and
hold CITY harmless therefrom.
6 4 INDEMNIFICATION:
(a) CONSULTANT 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
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negligent act, action, default, error or omission or willful misconduct arising out of the
consultant'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 CONSULTANT, the CONSULTANT
shall at once cause the same to be dissolved and discharged by giving bond or
otherwise.
(b) CITY agrees to indemnify and hold the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, 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
CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability
benefit acts, or other employee benefit acts The CONSULTANT specifically and expressly
waives its immunity under the Industrial Insurance Act, Title 51, RCW Such waiver has been
mutually negotiated by the CONSULTANT and the CITY.
6.6 It is understood that any consulting or inspection provided by CONSULTANT 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.
CONSULTANT 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 CONSULTANT'S officers,
principals, employees, agents and representatives, as additional insureds on contractor's
insurance policies covering PROJECT, exclusive of insurance for CONSULTANT 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 CONSULTANT, to the extent that CONSULTANT 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
CONSULTANT 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
CONSULTANT, but may be extended or increased by the CITY in the event of a delay caused by
Page 5
special services requested by the CITY or because of unavoidable delay caused by any
governmental action or other conditions beyond the control of the CONSULTANT 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 CONSULTANT shall submit to the CITY'S Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the CONSULTANT
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 CONSULTANT 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 CONSULTANT, which shall not be unreasonably
withheld and will be at the CITY's sole risk The CITY agrees to indemnify the CONSULTANT
and its officers, employees, subcontractors, and affiliated corporations from all claims, damages,
losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out
of or related to such unauthorized reuse, change, or alteration; provided, however, that the
CONSULTANT will not be indemnified for such claims, damages, losses, and costs including,
without limitation, litigation expenses and attorney fees were caused by the CONSULTANT's own
negligent acts or omissions
8.2 The CONSULTANT 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 CONSULTANT
(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 CONSULTANT,
and CONSULTANT does not grant CITY any right or license to such Intellectual Property
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The CONSULTANT, 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 CONSULTANT'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 CONSULTANT agrees to the disclosure of all information and reports resulting from access
to records pursuant to this section provided that the CONSULTANT 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 CONSULTANT.
9.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract
for WORK on the Project.
9 5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be
inadequately substantiated shall be reimbursed to the CITY
Page 6
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 CONSULTANT of responsibility for performance of the WORK in accordance
with this Agreement, notwithstanding the CITY'S knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery. CONSULTANT shall provide the CITY
sufficient, safe, and proper facilities and equipment for such inspection and free access to such
facilities. CONSULTANT'S records relating to the WORK will be provided to the CITY upon the
CITY'S request.
10.2 CONSULTANT 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, CONSULTANT shall retain and provide the CITY access to (and the CITY shall have
the right to examine, audit and copy) all of CONSULTANT'S books, documents, papers and
records which are related to the WORK performed by CONSULTANT under this Agreement.
10 3 All records relating to CONSULTANT'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 CONSULTANT'S WORK
under this Agreement must be retained by CONSULTANT 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, CONSULTANT shall secure and maintain in effect
insurance to protect the CITY and the CONSULTANT from and against all claims, damages,
losses, and expenses arising out of or resulting from the performance of this Agreement.
CONSULTANT 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 CONSULTANT carries higher coverage limits than
the limits stated below, such higher limits shall be shown on the Certificate of Insurance and
Endorsements and CONSULTANT shall be named as an additional insured for such higher limits.
11.1 1 Commercial General Liability Insurance. Before this Agreement is fully executed by
the parties, CONSULTANT 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 One
Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and
property damage, and On Million Dollars ($1,000,000.00) 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.
Page 7
a. If CONSULTANT owns any vehicles, before this Agreement is fully executed by
the parties, CONSULTANT 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 One Million Dollars ($1,000,000 00) per occurrence combined single
limit bodily injury and property damage. Automobile liability will apply to "Any Auto"
and be shown on the certificate
b If CONSULTANT does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Agreement, which is
Section 11.1.1 entitled "Commercial General Liability Insurance".
c. Under either situation described above in Section 11.1.2 a. and Section 11 1.2 b ,
the required certificate of insurance shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Agreement. The policy
shall name the CITY, its elected and appointed officials, officers, agents, employees,
and volunteers as additional insureds. The insured shall not cancel or change the
insurance without first giving the CITY thirty (30) calendar days prior written notice.
The insurance shall be with an insurance company or companies rated A -VII or higher
in Best's Guide and admitted in the State of Washington.
11.1 3. Statutory workers' compensation and employer's liability insurance as required by state
law.
11.1 4 Professional Liability Coverage. Before this Agreement is fully executed by the
parties, CONSULTANT 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 One Million Dollars ($1,000,000 00) per claim, and One
Million Dollars ($1,000,000.00) 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 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to
subcontract any portion of the WORK to be performed under this Agreement.
12.2 Any subconsultants or subcontractors to the CONSULTANT 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
Page 8
subcontract. The CONSULTANT 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 CONSULTANT subcontracting with any additional persons or firms for
the purpose of completing this Agreement.
12.4 The CONSULTANT 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 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 CONSULTANT 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 CONSULTANT 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
16 1 During the performance of this Agreement, CONSULTANT and CONSULTANT'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. CONSULTANT 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. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK
under this Agreement if unforeseen circumstances beyond CONSULTANT's control are
interfering with normal progress of the WORK. CONSULTANT 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
Page 9
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.
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 CONSULTANT 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 CONSULTANT, 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 CONSULTANT
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 CONSULTANT'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 CONSULTANT 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 CONSULTANT 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
CONSULTANT 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 CONSULTANT
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 CONSULTANT or its subconsultants may have accumulated or prepared in
performing this Agreement, whether completed or in progress, with the CONSULTANT 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 CONSULTANT
shall have no responsibility to prosecute further WORK thereon.
18.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is
determined that the CONSULTANT 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 CONSULTANT in PROJECT WORK or for any corporate officer of
the CONSULTANT to render his services to the PROJECT, the CONSULTANT 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
Page 10
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
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. 2nd St.
Yakima, WA 98901
Attn: Cliff Moore, City Manager
CONSULTANT: Traho Architects, P.S.
9 N. 11th Ave
Yakima, WA 98902
Attn- Nancy Charron
SECTION 21 SURVIVAL
21.1 The foregoing sections of this Agreement shall survive the expiration or termination of this
Agreement in accordance with their terms
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Cliff MooreN
Printed Name:C LI f t lt'Ore1
Title- City Manager
Nancy Chbrro
Printed Name: ' C R-1 aNA
Title. President
Sonya Claa'r7ee, City Clerk
CITY CONTRACT NO: / 7 aCP3
RESOLUTION NO: R.`at,/ 7 - 074?
Page 11
STATE OF WASHINGTON
) ss
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that '/,9/ 4 1 qei, ,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— Cc, — ), 7
Seal or Stamp
Notary Public
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
,_..,_,,,January 12'2020
(Signature)
itio I --e, r
Title
k'4. 4_ ,-rte A //X Pi
Printed Name
My commission expires. / — 1 .2 —
Page 12
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that AL /,/7 ri 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 expcute the instrument, and acknowledged it as the
of / r�i 1�,,� , -4. '/ �1 1; to be the free and voluntary act of such party
for.the uses and purposes mentioned in the instrument.
Dated
Seal or Stamp
&,/
Seal
/
Notary Public `r
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
January 12, 2020
71 A
(Signaiuke)
III" t -u
Title
Printed Name
My commission expires / —Z
Page 13
EXHIBIT A
SCOPE OF WORK
AGREEMENT FOR SERVICES
NOT -TO -EXCEED (NTE)
Date Effective. March 1, 2017
IRAHO
'2('11111,( '1'c 1• •.
Parties: Traho Architects, P.S. (hereinafter Architect)
City of Yakima, 129 N. 2nd Street, 2nd Floor, Yakima, WA 98901 (hereinafter Client)
Job #: 16-21
Project: Harman Center Entrance
Scope of Work:
Phase 1 elements will include: Architectural, Mechanical and Electrical engineering with coordination and
meetings. We will prepare drawings on 11" x 17" sheets, with the (limited scope due to scale of the project)
specifications noted on the drawings (ceiling fan, electrical lighting upgrades, electric heater at the front
entrance and two approximately 3' sideways sliding doors with a motion sensor).
Fee
The fee for Services described above will be based on a not -to -exceed (NTE) amount of $12,000.00.
Initial Payment of $ -0- shall be made upon execution of this Agreement and is the minimum payment under this Agreement.
It shall be credited to the Owner's account in the final invoice.
Additional Services requested by the Client, not listed in the scope of work, will be provided at the hourly rate basis — Fee
Schedule attached
Reimbursable Expense
Are additional to compensation for Services and Additional Services and the Client shall reimburse Architect for all expenses
necessitated by the provisions of services, outlined on the attached Fee Schedule
Payment
Billing will be sent to the Client monthly; payment will become due within thirty days. Accounts unpaid thirty days after invoice
date will be charged 1.5% interest per month. In the event that Traho retains agent for purposes of enforcing the terms of this
Agreement (including payment of bills and expenses), Client agrees to pay all such reasonable agent's fees and costs
associated therewith including, but not limited to, filing fees, expert and witness fees, deposition and discovery costs, and all
other costs and expenses reasonably incurred in the enforcement and/or prosecution of rights under this Agreement.
Termination
If Client should desire to terminate this professional relationship, simply notify our office, in writing, and fees will be assessed
only up to the date of notification.
Acknowledgement
If Client concurs with the terms listed above, please sign and date both copies of the Agreement for Services where indicated.
Our receipt of one signed and dated copy will serve as our notice to proceed with the project. The parties agree that they have
read and understand the terms of this Agreement and by signing below, acknowledge a receipt of an Executed Agreement.
Signatures:
Attached: Fee Schedule
Ptincial Ar tect
Name
Date
ClientAuthord Signature
Title
-1-3-(Z
Date
1460 N. 16th Ave., Ste 'A' — Yakima, WA 98902 — Ph: 509.452.0609 — www.traho.com
EXHIBIT "B"
SCHEDULE OF RATES
Effective: December 1, 2016
TRCHITECTS.
P.S.
A�E NI11 :i.it;I A Y,.NKi1,fWI. Ii NN
E19r CZ` rY•i'r r ,+,-.,, 1'.! ''N ',1`.1`:: TRAHC COkt
FEE SCHEDULE
Standard Hourly Rates / Additional Services Hourly Rates
Architectural Services
Principal Architect:
Associate Architect:
Project Manager / Designer:
Construction Management:
Contract Administrator:
$125.00
$115.00
$115.00
$115.00
$ 85.00
Consulting Engineering Fees at a multiple of 1.12 times the actual amount billed to the Architect.
Reimbursable Expenses at a multiple of 1.12 times the actual expenses incurred.
REIMBURSABLE EXPENSES
Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect
and the Architect's consultants directly related to the Project, as follows:
1 IRS Standard Mileage Rate. Transportation and authorized out-of-town travel and subsistence;
2. Dedicated data and communication services, teleconferences, Project Web sites and extranets, long distance services;
3. Fees paid for securing approval of authorities having jurisdiction over the Project;
4. Printing, reproductions, plots, standard form documents which include AIA contracts;
5. Postage, handling and delivery;
6. Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
7. Renderings, models, mock-ups, professional photography and presentation materials requested by the Owner;
8. Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of
additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's
consultants;
9. All taxes levied on professional services and on reimbursable expenses;
10. Site office expenses; and
11. Other similar Project -related expenditures.
AGREEMENT
CITY OF YAKIMA
BID 11732-S
Harman Center Main Doors Entrance Project
For City of Yakima Use Only:
Project No
BID No.
THIS AGREEMENT, entered into this day of .0 01_, between the City of Yakima, a Washington municipal
corporation ("City"), and McKinney Commercial Glass & Door, ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows:
1. Scope of Work:
The Contractor shall perform all work and service(s) and furnish all tools, materials, labor and equipment (collectively referred to as
"Services") according to the procedure outlined in the specifications of the Bid (11732-S Harman Center Main Doors Entrance
Project) and the bid documents, which are all attached and incorporated herein, and any applicable construction standard(s), which
are by this reference incorporated herein and made a part hereof, and shall perform any alterations in or additions to the work
provided under this Contract and every part thereof
Work is estimated to be complete by January 31, 2018. Final work schedule shall be coordinated with Ken Wilkinson, Parks and
Recreation Manager, (509) 576-6416.
The Contractor shall provide and bear the expense of all equipment; work and labor of any sort whatsoever that may be required
for the transfer of materials and completing the work provided for in this Contract and every part thereof, except such as are
mentioned in the specifications to be furnished by the City of Yakima.
2. Compensation:
The City agrees to pay the Contractor $16,938 71 (including tax), for Option 2, Record UDA Product, as listed in the Contractor's
Bid submittal at the time and in the manner and upon the conditions provided for the Contract.
3. Change Orders:
Any proposed change in this Contract shall be submitted to the other party, as listed herein, for its prior written approval. If approved,
change will be made by a contract modification that will become effective upon execution by the parties hereto Any oral statement
or representation changing any of these terms or conditions is specifically unauthorized and is not valid.
4. Agency Relationship between City and Contractor:
Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of
the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall
Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City.
5. Successors and Assigns:
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from
this Contract without the prior written consent of the other.
b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree
to the full performance of all the covenants herein contained upon the part of the Contractor.
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6. Property Rights:
All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be
surrendered to the City upon demand All information concerning the City and said project which is not otherwise a matter of public
record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose
that information without the express written consent of the City.
7. Inspection and Production of Records:
a. The records relating to the Services 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 Contractor of responsibility
for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or
non -complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,
safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to
the Services will be provided to the City upon the City's request.
b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this
Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation
payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record
retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine,
audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
c. All records relating to Contractor's services under this Contract must be made available to the City, and the records
relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the
Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractors services
under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington
Secretary of State's records retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for Hire:
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City
The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the
Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver
these materials to the City.
9. Guarantee:
Contractor warrants the Services will be free from defects in material and workmanship for a period of one year following the date
of completion and acceptance of the Services.
10. Compliance with Law:
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws,
rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state,
and local government or govemmental authority or this project, pay all charges and fees, and give all notices necessary and incidental
to the due and lawful execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all
charges, fees, and taxes associated with said license.
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b. Contractor must provide proof of a valid Washington State Contractor Registration number.
c Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as
required in Title 85 RCW.
d. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must
have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101
or 36.12.065(3).
e. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50
RCW.
11. Prevailing Wages:
The Contractor will comply with all provisions of Chapter 3912 RCW - Prevailing Wages on Public Work.
a. RCW 39.12.010 - the Prevailing Rate of Wage. It is solely the responsibility of the Contractor to determine the
appropriate prevailing wage rate for the services being provided.
b RCW 39 12.040 - Statement of Intent to Pay Prevailing Wages and an Affidavit of Wages Paid. Before an awarding
agency may pay any sum due on account, it must receive a statement of Intent to Pay Prevailing Wages approved by
the Department of Labor and Industries. Following final acceptance of a public work project, and before any final
money is disbursed, each contractor and subcontractor must submit to the awarding agency an Affidavit of Wages
Paid, certified by the Department of Labor and Industries.
c. RCW 39.12.070 - Fees Authorized for Approval Certification and Arbitrations. Any fees charged by the Department
of Labor and Industries for approvals or fees to cover costs of arbitration conducted shall be the responsibility of the
Contractor.
The State of Washington prevailing wage rates applicable for this public works project, which is located in Yakima County, may be
found at the following website address of the Department of Labor and
Industries: https://fortress.wa.qov/Ini/wagelookup/prvWacielookup.aspx. Based on the bid submittal for this project, the applicable
effective (start) date of this project for the purposes of determining prevailing wages is the bid date, December 8, 2017.
12. Certified Payroll for Non -Federally Funded Projects:
Upon request by the City or by an Interested Party, copies of certified payroll shall be provided to City, with employee information
such as last name, SSN and address, redacted in accordance with RCW 42.56.230, in order to provide for public records requests.
The City reserves the right to require Contractor to deliver to City a copy of the non -redacted Certified Payroll if City determines, in
its sole discretion, that such non -redacted copy is necessary or appropriate in order to enable City to comply with any applicable
law.
RCW 42.56.230 (7)(a) Personal Information Exemption: Any record used to prove identity, age, residential address, social security
number, or other personal information required to apply for a driver's license or identicard
RCW 39.12.010 (4): An "Interested Party" for the purposes of this chapter shall include a contractor, subcontractor, an employee of
a contractor or subcontractor, an organization whose members' wages, benefits, and conditions of employment are affected by this
chapter, and the director of labor and industries or the director's designee.
WAC 296-127-320 Payroll:
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(1) Each contractor shall keep accurate payroll records for three years from the date of acceptance of the public works project by
the contract awarding agency, showing the name, address, Social Security number, trade or occupation, straight time rate, hourly
rate of usual benefits as defined by WAC 296-127-014(1), and overtime hours worked each day and week, including any employee
authorizations executed pursuant to WAC 296-127-022, and the actual rate of wages paid, for each laborer, worker, and mechanic
employed by the contractor for work performed on a public works project.
(2) A contractor shall, within ten days after it receives a written request, from the department or from any interested party as defined
by RCW 39.12.010(4), file a certified copy of the payroll records with the agency that awarded the public works contract and with the
department.
(3) A contractor's noncompliance with this section shall constitute a violation of RCW 39.12.050.
13. Nondiscrimination:
During the performance of this Contract, the Contractor agrees as follows.
The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age,
marital status, sexual orientation, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or
physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with
Disabilities Act (42 USC 12101 et seq.).
This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this
Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations,
or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible
for any future City contracts.
14. Indemnification and Hold Harmless:
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property.
Contractor agrees to defend, indemnify and hold harmless the City, its elected and appointed officials, officers,
employees, attorneys, agents, and volunteers from any and all claims, demands, losses, liens, liabilities, penalties,
fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable costs and
attorney fees) which result or arise out of the sole negligent acts or omissions of Contractor, its officials, officers,
employees or agents.
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or
omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees, agents,
attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence
for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable
attorneys' fees.
c Contractor's Waiver of Employer's Immunity under Title 51 RCW. If any design or engineering work is done
pursuant to this Contract, Contractor intends that its indemnification, defense, and hold harmless obligations set forth
above in Section (a) shall operate with full effect regardless of any provision to the contrary in Title 51 RCW,
Washington's Industrial Insurance Act. Accordingly, to the extent necessary to fully satisfy the Contractor's
indemnification, defense, and hold harmless obligations set forth above in section A, Contractor specifically waives any
immunity granted under Title 51 RCW, and specifically assumes all potential liability for actions brought by employees
of the Contractor against the City and its elected and appointed officials, officers, employees, attorneys, agents, and
volunteers. The parties have mutually negotiated this waiver Contractor shall similarly require that its subcontractors,
and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable
in connection with its performance of this Agreement, shall comply with the terms of this paragraph, waive any immunity
11732-S Harman Center Main Entrance Doors Project Contract Page 4 of 7
granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The
provisions of this section shall survive the expiration or termination of this Agreement.
d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in
any third party.
e. The terms of this section shall survive any expiration or termination of this Contract.
15. Contractor's Liability Insurance:
At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect
the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the
performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as
applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public.
Contractor will provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein A
copy of the additional insured endorsement attached to the policy will be included with the certificate. This Certificate of insurance
shall be provided to the City, prior to commencement of work.
The following insurance is required:
a. Commercial Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the
City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit 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. If Contractor carries higher coverage limits, such limits shall be shown on
the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents,
attorneys and volunteers shall be named as additional insureds for such higher limits. 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 Contract. The policy shall name the City of Yakima, its elected and
appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that
the insurer will not cancel or change the insurance without first giving the City 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. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance
maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations
assumed by Contractor under this contract.
b. Automobile Liability Insurance.
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as
proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per
occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and
Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be
named as additional insureds for such higher limits. 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 Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees,
agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the City 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. The requirements
contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not
intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this
contract. The business auto liability shall include Hired and Non -Owned coverage if necessary.
c. Employer's Liability (Stop Gap):
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Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational
disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall
maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held
responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this
Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting
from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as
needed Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or
responsibility.
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this
Contract. Any insurance, or self-insurance maintained by the City shall be in excess of the Contractor's insurance and shall not
contribute to it.
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and
effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient
cause for the City to terminate the Contract.
Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for
damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of
Contractor and the City, its officers, elected and appointed officials, employees, agents, attorneys and volunteers, Contractor's
liability hereunder shall be limited to the extent of the Contractor's negligence
16. Severability:
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity
shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Contract are declared severable
17. Contract Documents:
This Contract, the Invitation to Bid #11732-S, Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to
the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary. Specific Federal
and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract
Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated
by reference into this Contract.
18. Termination - Convenience:
This Contract may be terminated by either party by giving thirty (30) days written notice of such intent and will become effective thirty
(30) days from the date such written notice is delivered to the applicable party to the Contract.
19. Termination - Cause:
The City reserves the right to terminate this Contract at any time, upon written notice, in the event that the Services of Contractor
are deemed by the City to be unsatisfactory, or upon failure to perform any of the terms and conditions contained in this Contract.
The effective date for such termination shall be upon receipt of the notice, or three days after the notice is mailed first class mail,
certified with return receipt requested.
20. Force Majeure:
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot, delay in transportation
or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally,
in the event or any such delays (acts or God, etc.) the date of delivery will be extended for a period equal to the time lost due to the
reason for delay.
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21. Governing Law:
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
22. Venue:
The venue for any action to enforce or interpret this Contract shall lie in a competent jurisdiction in Yakima County, Washington.
23. Authority:
The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized by Contractor
to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract.
24. Notice:
Any notice required or permitted to be given under this Contract shall be in writing and deemed effective if either delivered in person or
by ovemight courier, facsimile or first class mail, certified with retum receipt requested Notices to the parties shall be delivered to:
TO CITY: City Manager
City of Yakima
City Hall—First Floor
129 North Second Street
Yakima, WA 98901
COPY TO: City of Yakima Purchasing
City Hall—First Floor
129 North Second Street
Yakima, WA 98901
25. Survival:
TO CONTRACTOR: McKinney Commercial Glass & Door
219 S 1st Street
Yakima, WA 98901
The foregoing sections of this Contract, 1-24 inclusive, shall survive the expiration or termination of this Contract in accordance with
their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA
By:
j n Cc Co ,. t6 2 - S%Br net -
g sF. (d7 f14jr. Date'
MCKINNEY COMMERCIAL GLASS & DOOR
Date: tag
CITY CONTRACT NO' .20/ 7 - q"'$e
RESOLUTION NO: g- ")62/ 7- D75
(Print name)
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