HomeMy WebLinkAboutJDV Process Equipment Corporation - Professional Services AgreementCITY OF YAKIMA, WASHINGTON
THIS AGREEMENT, made and entered into on this _26 day of April 2021, 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 JDV Process Equipment Corporation with its principal office at 104 Fulton Street, Boonton, NJ 07005,
(hereinafter referred to as "JDV"); said corporation being licensed and registered to do business in the State of Washington, and
will provide Consultant services under this Agreement for Bio-solids Spiral Conveyor and Liner Replacement on behalf of the City of
Yakima, Project #12110-Q herein referred to as the "PROJECT."
WHEREAS, CITY desires to retain JDV to provide professional services for design and construction of the PROJECT, as described
in this Agreement and subsequent Amendments thereto; and
WHEREAS, JDV 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 JDV 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 JDV agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of JDV shall
not be construed to exceed those services specifically set forth herein.
2.0.2 JDV shall use its best efforts to maintain continuity in personnel and shall assign, Mike Reade as Principal -
in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY.
2.1 BasicServices: JDV 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 JDV agree that not all WORK to be performed by JDV 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 JDV to revise portions of the PROJECT WORK
previously completed in a satisfactory manner, delete portions of the PROJECT, or request that JDV perform additional WORK
beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in JDV'S cost of, or time required for, performance of any
services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement
shall be made and this Agreement shall be modified in writing and accepted by the parties hereto.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and JDV 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. JDV shall not perform any Additional Services until so authorized by
CITY and agreed to by JDV in writing.
2.3 JDV must assert any claim for adjustment in writing within thirty (30) days from the date of JDV'S receipt of the written
notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide to JDV all technical data in the CITY'S possession relating to JDV'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 JDV as required for JDV'S
performance of its services and will provide labor and safety equipment as reasonably required by JDV for such access.
3.3 TIMELY REVIEW: The CITY will examine JDV'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 JDV of any contractual obligations nor of its duty to render professional
services meeting the standards of care applicable to 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. JDV shall be entitled to
reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but
JDV shall be responsible for bringing to the attention of the CITY'S Representative any instructions which JDV believes are
inadequate, incomplete, or inaccurate based upon JDV'S knowledge.
3.5 Any documents, services, and reports provided by the CITY to JDV are available solely as additional information to JDV and
will not relieve JDV of its professional duties and obligations under this Agreement or at law. JDV shall be entitled to
reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible
for exercising customary professional care in using and reviewing such documents, services, and reports and drawing
conclusions from them.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants JDV specific authorization to proceed with WORK described in Exhibit A. The time for
completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation
shall be according to Exhibit C - Schedule of oecw i „Hourty, Rates, attached hereto and incorporated herein by this reference,
on a time spent basis plus reimbursement for direct non -salary expenses.
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT
including, but not limited to, necessary transportation costs, including current rates for JDV'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
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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 JDV. Estimated Direct Non -Salary Expenses are shown in Exhibit B.
5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses
incurred by employees of JDV 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. JDV, whenever possible, will use the least
expensive form of ground transportation.
That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40)
per day per person. This rate may be adjusted on a yearly basis.
That accommodation shall be at a reasonably priced hotel/motel.
• That air travel shall be by coach class, and shall be used only when absolutely necessary.
5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not
included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed Five
Thousand Six Hundred Dollars ($_5,600.00_). JDV shall make all reasonable efforts to complete the WORK within the budget
and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found
necessary. JDV is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to
pay JDV beyond these limits. When any budget has been increased, JDV'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 JDV 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. JDV shall submit with each
invoice a summary of time expended on the PROJECT for the current billing period, and any other supporting materials and
details determined necessary by the City to substantiate the costs incurred. CITY will use its best efforts to pay such invoices
within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify JDV promptly if
any problems are noted with the invoice. CITY may question any item in an invoice, noting to JDV the questionable item(s)
and withholding payment for such item(s). JDV may resubmit such item(s) in a subsequent invoice together with additional
supporting information requested.
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 JDV pursuant to the terms of RCW 39.76.020(4).
5.5 Final payment of any balance due JDV for PROJECT services will be made within forty-five (45) days after satisfactory
completion of the services required by this Agreement as evidenced by CITY's written acceptance and after such audit or
verification as CITY may deem necessary, together with JDV's execution and delivery of a release of all known payment claims
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against CITY arising under or by virtue of this Agreement, other than such payment claims, if any, as may be specifically
exempted by JDV 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 JDV under this Agreement or by law, nor shall such payment constitute a waiver, remission, or discharge
by CITY of any failure or fault of JDV to satisfactorily perform the PROJECT WORK as required under this Agreement.
6.1 JDV shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the
coordination of all plans, designs, drawings, specifications, reports, and other services furnished by JDV under this Agreement.
JDV shall, without additional compensation, correct or review any errors, omissions, or other deficiencies in its plans, designs,
drawings, specifications, reports, and other services. JDV shall perform its WORK according to JDV's design plans and
specifications outlined in their maintenance manual 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 JDV 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, JDV and its, 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.
JDV shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and shall not make any claim,
demand, or application to or for any right or privilege applicable to an officer or employee of CITY. JDV shall be solely
responsible for any claims for wages or compensation by JDV'S employees, agents, and representatives, and shall save and
hold CITY harmless therefrom.
6.4 INDEMNIFICATION:
(a) JDV 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 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, omission or willful misconduct arising out of JDV'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 JDV, JDV shall at once
cause the same to be dissolved and discharged by giving bond or other necessary satisfaction.
(b) CITY agrees to indemnify and hold JDV 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 JDV 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 JDV 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.
6i5 |nany and all claims byanemployee uf]DV , anyone directly orindirectly employed byany ofthem, oranyone 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 orfor JQV or a subcontractor under
workers' orm/orkmens' compensation acts, disability benefit acts, or other employee benefit acts. ]OVspeci0caUy and
expressly waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated
by]DVand the CITY.
66 It is understood that any inspection provided by]DVisfor the purpose of determining compliance with the technical
prov$ions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the
performance of contractor. ]DVdues not assume responsibility for methods or appliances used by a contractor, for a
contractor's safety programs or methods' or for contractors' compliance with |amo and regulations. CITY shall use its bet
efforts toensure that the construction contract requires that the contractor(x)indemnify and name CITY, the [|TY'sand JDV'S
officers, prindpa|s, employees, agents, representatives' and engineers as additional insureds on contractor's insurance
policies covering PROJECT, exclusive of insurance for JDV professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface investigations, the actual
characteristics may vary significantly between successive tespoints and sample intervals and atlocations other than where
observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface
eva|uabono, 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 nf]D\(tothe extent that ]DVhas exercised
the applicable and appropriate standard of professional care, thoroughness and judgment in performing such investigations.
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be asset forth in
this Agreement and attached Exhibits. The project schedule and performance dates for the individual tasks shall be mutually
agreed to by the CITY and JDV 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 JDV, 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
JDVwhich could not bereasonably anticipated uravoided.
TZ Not later than the tenth (1Dm)day ofeach calendar month during the performance ofthe PROJECT, ]QVshall submit tnthe
CITY's Representative a copy of the current schedule and a written narrative description of the WORK accomplished by JDV
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 C|Tys request for presentation to other
governmental agencies and/or Uothe public.
8.1 All internal WORK products of JDV are instruments or services of this PROJECT. There shall benoreuse, change, oralteration
by the CITY or others acting through or on behalf ofthe CRY withnut written permission of]DV, which shall not be
unreasonably withheld and will be at the [|TY's sole risk. The CITY agrees to indemnify]OV 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,
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that JDV will not be indemnified for such claims, damages, losses, and costs including, without limitation, litigation expenses
and attorney fees if they were caused by JDV'S own negligent acts or omissions.
8.2 JDV agrees that any and all plans, drawings, designs, specifications, computer programs, technical reports, operating manuals,
calculations, notes, and other WORK submitted or which are specified to be delivered under this Agreement or which are
developed or produced and paid for under this Agreement, whether or not complete, shall be owned by and vested in the
CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by JDV (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 JDV, and JDV does not grant CITY any right or license to such Intellectual Property.
9.1 JDV, 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 JDV°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 JDV agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided
that JDV 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 JDV'S written
comments, if any.
9.4 JDV shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project.
9.5 Any charges of JDV paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the
CITY.
10.1 At all times during performance of the WORK, JDV shall secure and maintain in effect insurance to protect the CITY and JDV
from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement.
JDV shall provide and maintain in force insurance in limits no less than those stated below, as applicable. The CITY reserves
the right to require higher limits should it deem it necessary in the best interest of the public. If JDV carries higher coverage
limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and
JDV shall be named as an additional insured for such higher limits.
10.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, JDV shall provide
the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability
insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million
Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage
amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect
for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers,
agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance
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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.
a. If JDV owns any vehicles, before this Agreement is fully executed by the parties, JDV 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.
b. If JDV 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".
C. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.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.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law.
10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, JDV 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 Contract. 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 contract.
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 elected and appointed officials, officers, employees, agents, and representatives there under.
The CITY and the CITY's elected and appointed 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.
11.1 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 JDV 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. JDV shall provide the CITY sufficient,
safe, and proper facilities, and/or send copies of the requested documents to the CITY. JDV's records relating to the
Services will be provided to the CITY upon the CITY's request.
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11.2 JDV 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, JDV shall retain and provide the CITY access to (and the CITY shall have the right
to examine, audit and copy) all of JDV's books, documents, papers and records which are related to the Services
performed by JDV under this Contract.
11.3 All records relating to JDV'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 JDV's services under this
Contract must be retained by JDV for the minimum period of time required pursuant to the Washington Secretary
of State's records retention schedule.
11.4 The terms of this section shall survive any expiration or termination of this Contract..
•
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 JDV 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 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITY and JDV 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.
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 for all disputes arising under this Agreement shall lie in a court of competent jurisdiction
in Yakima County, Washington.
• • • „ • �: •
15.1 During the performance of this Agreement, JDV 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. JDV agrees to comply with the applicable provisions of State and Federal
Equal Employment Opportunity and Nondiscrimination statutes and regulations.
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. JDV may suspend, in writing by certified mail, all or
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a portion of the WORK under this Agreement if unforeseen circumstances beyond JDV`S control are interfering with normal
progress of the WORK. JDV may suspend WORK on the PROJECT in the event CITY does not pay invoices when due, except
where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of
days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance
with SECTION 17.
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 JDV 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 the effective
termination date.
17.3 If CITY terminates for default on the part of JDV, 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 JDV 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 JDV '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, JDV
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 JDV 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 JDV 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, JDV 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 JDV may have accumulated or prepared in performing this Agreement, whether completed or in progress, with JDV
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, JDV shall have no responsibility to prosecute further WORK thereon.
17.7 If, after termination for failure of JDV to fulfill contractual obligations, it is determined that JDV 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 JDV in
PROJECT WORK or for any corporate officer of JDV to render his services to the PROJECT, JDV shall not be relieved of its
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obligations tecomplete performance under this Agreement without the concurrence and written approval ofCITY. If CITY
agrees Uotermination ofthis Agreement under this provision, payment shall bemade aeset forth insubparagraph 17.3of
this Section.
18.1 In the event that any dispute shall arise as to the interpretation or performance of this Agreement, orinthe event ofanotice
of default as to whether such default does constitute a breach of the contract, 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 neither of the afore
mentioned methods are successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with SECTION 14. If both parties consent in writing, other available means of dispute resolution may
be implemented.
19.1 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 ofYakima
ZZ30East Viola Avenue
Yakima, VVA9898l
Attn: Marc Cawley
Attn: Amanda Guilbert
IN WITNESS WHEREOF, the parties hereto have caused this Agreement U»beexecuted bytheir respective authorized officers or
representatives as of the day and year first above written.
CITY OF YAKIMA
-QAL��f�
[City Manager]
Printed Name: Bob Harrison
Title: City Manager
City Clerk
JDV Process Equipment Corporation
Signature
Printed Name: JO-Ann West
Date: 04/26/2021
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Bob Harrison 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: MCI, C
Seal or Stamp
(Signature)
Title
Printed Name
b- 0
My commission expires:
01909mffi
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I certffy that I know or have satisfactory evidence that Jo -Ann West Js the,person who appeared before me, and
and acknowledged it as the$jlj�j�j& 10119S QZI=Of = 99LAgmt,nt WC. to be the free and voluntary act of such party
Rza=
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701
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(Signature)..
Sales & Service Operations Manager
lotl
Jo -Ann West
Printed Name DONNA ABBOTT
NWW PLMUC OF NEW JERSEY
My commission expires:
My Commissfon Exores I NW21
071K�
EXHIBIT A
April 9, 2021
1 Princeton Ave
Dover, NJ 07801
Dear Jo -Ann West
The City of Yakima seeks to hire an Equipment Manufacturing firm with expertise in supervising the removal and installation of an 80
foot screw conveyer and liners Manufactured by JDV Equipment Corporation.
It is anticipated that this work will begin on May 14, 2021 and end on June 30, 2021
Your firm has been selected from the MRSC Roster to possibly complete this work for the City of Yakima.
Project Description:
Major elements of work include, but are not limited to:
• Participate in virtual site visit and project meeting with City staff and Contractor.
• Supervise the removal of the conveyer spiral and liner.
• Supervise and inspect and direct the installation of the conveyor spiral and liner.
• Perform start-up and testing.
The chosen Manufacturer will demonstrate they have personnel available to perform this work that have significant experience with
similar projects.
Submittal Requirements:
If you are interested in performing this work, please submit four copies of your Statement of Qualifications by 3:00 PM, May 12, 2021,
Please limit the information requested below to a maximum of twenty-five single sided pages including the names of the Principle in
Charge and Project Manager for this project.
Submittals will be evaluated and ranked based on the following criteria:
1. Key personnel qualifications and relevant experience 25 points
2. Available staff to perform in timely fashion 20 points
3. Past performance on similar tasks / references 25 points
4. Understanding and approach 30 points
In order to be considered for this work, please submit four copies your Statement of Qualifications package by 3:00 PM May 12, 2021:
Mike Price
City of Yakima, Wastewater Division Manager
Mikerice akimara.aav
Cc: rarc calev vakimawa aov;
If you have any questions, please contact me at (509) 594-8388
Sincerely,
Marc Cawley
City of Yakima, Wastewater Operations Superintendent
2220 E Viola Ave
Yakima, WA 98902
Page 14 of 17
Consultant Services
I•I'll "I I Af • III• _W71 11jit-I - -_ i ; -
including contingencies, salaries, overhead and direct non -salary costs.
Professional Fees
Page 17 of 17