HomeMy WebLinkAboutR-2005-148 Kittelson & Associates, Inc.RESOLUTION NO. R 2005 -148
A RESOLUTION authorizing and directing the City Manager to execute a professional
services agreement between the City of Yakima and Kittelson &
Associates, Inc. for traffic engineering peer review of the Yakima
Valley Memorial Hospital expansion.
WHEREAS, the City of Yakima desires to engage Kittelson & Associates to perform
professional services related to peer review of the Yakima Valley Memorial Hospital
expansion on an independent contractor basis for the City of Yakima; and
WHEREAS, Kittelson & Associates has the experience and expertise necessary to
provide said services and is willing to do so in accordance with the terms and conditions of
the attached Agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima
to enter into the attached Agreement with Kittelson & Associates for professional traffic
engineering peer review services, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated "Professional Services Agreement" with Kittelson & Associates, Inc. for traffic
engineering peer review of the Yakima Valley Memorial Hospital expansion.
ADOPTED BY THE CITY COUNCIL this 20th day of September, 2005.
A'f thST: Paul George, Mayor
City Clerk
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made
and entered into by and between the City of Yakima, a Washington municipal corporation
(hereinafter the "City"), and Kittelson & Associates, Inc., a transportation planning and traffic
engineering firm (hereinafter "Kittelson").
WHEREAS, the City requires professional services related to peer review of the Yakima
Valley Memorial Hospital expansion.
WHEREAS, Kittelson represents that it has the experience and expertise necessary to
perform the professional services required by the City in accordance with the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements
set forth herein, it is agreed by and between the City and Kittelson as follows:
1. Scope of Services. Kittelson shall provide the City with professional services as described
in Exhibit "A," attached hereto and incorporated herein by this reference.
2. Term. The term of this Agreement shall commence upon execution by the parties hereto
and shall teiminate at the time of satisfactory completion of all services/tasks required hereunder,
unless the Agreement is earlier terminated by either party in accordance with Section 15 of this
Agreement. Kittelson shall proceed in a timely and diligent manner. Kittelson shall not be
responsible for any delays that could not have been reasonably foreseen by the parties at the time this
Agreement was executed.
3. Compensation.
a. Fee for Services. The total fee for all services provided under this Agreement shall
not exceed Ten Thousand Dollars ($10,000.00).
b. Payment for Compensation. Kittelson shall provide the City with an itemized
invoice/billing no later than thirty (30) calendar days after services are provided. The City shall
make payment to Kittelson within thirty (30) calendar days upon receipt of each invoice/billing. All
payments are expressly conditioned upon Kittelson providing professional services hereunder that
are satisfactory to the City.
c. Payment in the Event of Termination. In the event that either party terminates this
Agreement under Section 15, Kittelson shall be compensated in accordance with the above terms for
all satisfactory services provided to the City under this Agreement up to the effective termination
date.
d. Maintenance of Financial Records/Documents. When requested to do so by City
representatives, Kittelson shall make the cost records, accounts and related financial documents
pertaining to this Agreement available for inspection by City representatives during the tem' of this
Agreement and for a period of three (3) years following the final payment to Kittelson by the City.
In the event that any audit or inspection identifies any discrepancy in such financial records,
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Kittelson shall provide the City with appropriate clarification and/or financial adjustments within
thirty (30) calendar days of notification of the discrepancy.
4. Standard of Performance. Kittelson shall perform all work and services required under this
Agreement in accordance with generally accepted engineering and consulting standards, and shall be
responsible for the technical soundness and accuracy of all work and services furnished pursuant to
this Agreement.
5. Ownership of Documents. All reports, designs, drawings, and specifications prepared by
Kittelson pursuant to this Agreement shall be the property of the City upon payment being made by
the City to Kittelson in accordance with the Agreement. Kittelson shall provide the City with
originals and/or reproducible copies of such documents as requested by City representatives.
6. Status of Kittelson. Kittelson and the City understand and expressly agree that Kittelson is
an independent contractor in the performance of each and every part of this Agreement. Kittelson, as
an independent contractor, assumes the entire responsibility for carrying out and accomplishing the
work/services required under this Agreement. Additionally, and as an independent contractor,
Kittelson 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 benefits. Nothing contained
herein shall be interpreted as creating a relationship of servant, employee, partnership or agency
between Kittelson and the City.
7. Taxes and Assessments. Kittelson shall be solely responsible for compensating its
employees and for paying all related taxes, deductions, and assessments, including but not limited to,
federal income tax, FICA, social security tax, assessments for unemployment and industrial injury,
and other deductions from income which may be required by law or assessed against either party as a
result of this Agreement. In the event the City is assessed a tax or assessment as a result of this
Agreement, Kittelson shall pay the same before it becomes due.
8. Nondiscrimination Provision. During the performance of this Agreement, Kittelson shall
not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status,
political affiliation, or the presence of any sensory, mental or physical handicap. 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. Kittelson agrees to perform all work/services under and pursuant to
this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or
promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise.
10. No Insurance. It is understood the City does not maintain liability insurance for Kittelson
and/or its employees, agents, officers, and subcontractors.
11. Indemnification and Hold Harmless.
a. Kittelson agrees to protect, defend, indemnify, exonerate, and hold harmless the City,
its elected officials, agents, officers, employees from any and all claims, demands, losses, liens,
liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and
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expenses (including attorneys' fees and disbursements) resulting from Kittelson's performance and/or
nonperformance of this Agreement.
b. In the event both Kittelson and the City are negligent, Kittelson's liability for
indemnification of the City shall be limited to the contributory negligence for any resulting suits,
actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's
fees) that can be apportioned to Kittelson, its officers, employees, agents, and/or subcontractors.
c. Nothing contained in this Section or this Agreement shall be construed to create a
liability or a right of indemnification in any third party.
12. Insurance Provided by Kittelson.
a. Commercial Liability Insurance. Before this Agreement is fully executed by the
parties, Kittelson shall provide the City with a certificate of insurance as proof of commercial
liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined
with single limit bodily injury and property damage. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and provisions provided
are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name
the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain
a clause that the insurer will not cancel or change the insurance without first giving the City thirty
(30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company" shall be crossed
out and initialed by the insurance agent.) 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.
b. Commercial Automobile Liability Insurance. Before this Agreement is fully
executed by the parties, Kittelson shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance with a minimum liability limit of One Million Dollars
($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall
clearly state who the provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement.
The policy shall name the City, its elected officials, officers, agents, and employees as additional
insureds, and shall contain a clause that the insurer will not cancel or change the insurance without
first giving the City thirty (30) calendar days prior written notice (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the
company" shall be crossed out and initialed by the insurance agent.) 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.
c. Professional Liability Insurance. Before this Agreement is fully executed by the
parties, Kittelson shall provide the City with a certificate of insurance as evidence of Professional
Errors and Omissions Liability Insurance with coverage of at least One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars
($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the
policy number, and when the policy and provisions provided are in effect. The insurance shall be
with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claims made
basis, the retroactive date of the insurance policy shall be on or before September 1, 2005, or shall
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provide full prior acts. The insurance coverage shall remain in effect during the term of this
Agreement and for a minimum of three (3) years following the termination of this Agreement.
d. Insurance Provided by Subcontractors. Kittelson shall ensure that all subcontractors
it utilizes for work/services required under this Agreement shall comply with all of the above
insurance requirements.
13. Delegation of Professional Services. The services provided for herein shall be perfoinied
by Kittelson, and no person other than regular associates or employees of Kittelson shall be engaged
upon such work or services except upon written approval of the City.
14. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be
assigned or transferred in whole or in part by Kittelson to any other person or entity without the prior
written consent of the City. In the event that such prior written consent to an assignment is granted,
then the assignee shall assume all duties, obligations, and liabilities of Kittelson stated herein.
15. Termination. The City or Kittelson may terminate this Agreement, with or without cause,
by giving the other party thirty (30) days' written notice of termination.
16. No Conflict of Interest. Kittelson represents that it or its employees do not have any
interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any
manner or degree with the performance of this Agreement. Kittelson further covenants that it will
not hire anyone or any entity having such a conflict of interest during the perfoimance of this
Agreement.
17. Non -Waiver. The waiver of either the City or Kittelson of the breach of any provision of
this Agreement by the other party shall not operate and/or be construed as a wavier of any
subsequent breach by either party or prevent either party thereafter enforcing such provision.
18. Survival. Any provision of this Agreement which imposes an obligation after termination or
expiration of this Agreement shall survive the Wall or expiration of this Agreement and shall be
binding on the parties to this Agreement.
19. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
20. Integration. This written document constitutes the entire agreement between the City and
Kittelson. There are no other oral or written Agreements between the parties as to the subjects
covered herein. No changes or additions to this Agreement shall be valid or binding upon either
party unless such change or addition be in writing and executed by both parties.
21. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent
to the parties to their addresses as follows:
TO CITY:
Bill Cook
Director of Community and Economic Development
City of Yakima
129 N. 2nd St.
Yakima, WA 98901
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TO KITTELSON:
Julia A. Kuhn
Project Manager
Kittelson & Associates, Inc.
610 S.W. Alder, Suite 700
Portland, OR 97206
or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands
shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be
deemed effective when mailed or hand delivered at the addresses specified above.
22. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
23. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
By: J
R. A. Zais, Jr., City Manager
oZ % ol.0055-
DATE:
ATT ST:
City Clerk
City Contract No. oe00, - 9 3
Ra. so/ones) N . /QaOD5--/y8
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KITTE ON & ASSOCIATES; NC.
By:
Wayne K.
DATE:
ittelson, Pri
STATE OF OREGON )
) :ss.
County of Multnomah )
On this 30th day of September, 2005, before me the undersigned, a Notary Public in and
for the State of Oregon duly commissioned and sworn, personally appeared Wayne K. Kittelson,
the President of Kittelson & Associates, Inc., a traffic engineering firm, and who executed the
foregoing instrument, and acknowledged to me that he signed and sealed the said instrument as
his free and voluntary act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
•
Printed name: Patricia K. Thomas
NOTARY PUBLIC in and for the State of
Oregon, residing at -j"k Q,,rA) 6Q_ Z2-41
My commission expires: 1 � mpg
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O F ICTAL SEAL
PATRi IA K THOMAS
NOTAr { PUBLIC -OREGON
COMMISSION NO. 383248
MY COMMISStON [XPIRES AUG. 7, 2008
EXHIBIT "A"
SCOPE OF WORK
Task A. Peer Review of the Transpo Group's Study
• Review the project scoping letter submitted by the Transpo Group. Determine if any
additional data and/or analysis will be needed by Transpo to meet City of Yakima
standards and/or industry practice. Transmit the findings of this review to City of Yakima
staff via an e-mail memorandum.
• Perform a comprehensive review of the Transportation Impact Analysis (TIA) prepared
for the Yakima Valley Memorial Hospital Expansion. Compare the analysis methodology
and findings to standard engineering practice and City of Yakima standards. Identify any
modifications that are needed to Transpo's study to address City standards
• Prepare a letter to City of Yakima staff documenting review of the TIA.
• If needed, prepare a supplemental analysis of recommended mitigation measures to assist
City staff with the drafting of conditions of approval for the project.
• If needed, review a modified study performed by the Transpo Group in response to
comments raised.
Task B. Meetings
• Attend one meeting with City staff and/or the Transpo Group to discuss review of TIA.
• Correspond with City staff and the Transpo Group as needed to ensure a comprehensive
review can be completed and to communicate the findings of that review.
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ITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. ).3
For Meeting of September 20, 2005
Consideration of Resolutions authorizing professional service agreement
with Kittelson & Associates for technical traffic engineering planning
services to provide peer level review and analysis on the Draft and Final
State -mandated Environmental Impact Statement for Yakima Valley
Memorial Hospital site proposal at 30th and Tieton Avenue:
SUBMITTED BY: Chris Warrick, Director of Public Works
CONTACT PERSON/TELEPHONE: Shelley Willson, Streets & Traffic Operations
Manager (576-6430)
SUMMARY EXPLANATION:
The City issued a Determination of Significance and provided scoping criteria for
the Environmental Impact Statement (EIS) at the beginning of this year. This contract
would be in the amount not to exceed $10,000 to pay Kittelson & Associates for peer
review of the traffic study related documents on the Yakima Valley Memorial Hospital
Comprehensive Plan Amendment application. This Comprehensive Plan Amendment
application is for the entire Hospital property.
Continued on next page
Resolution X Ordinance Other (Specify)
Contracts X Mail to (name and address):
Phone:
Funding Source Contin enc Fund to b: reimbursed
APPROVED FOR SUBMITTAL:City Manager
STAFF RECOMMENDATION:Pass resolution authorizing the traffic analysis contract
for the environmental impact statement and approve the motion to use contingency
funds for this contract.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTION R-2005-148
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Thus far the process has covered 12 months from the City issuing the
Determination of Significance (DS). During this time, there has been; a scoping
hearing, review of the Yakima Valley Memorial Hospital submittal, preparation of a
Draft Environmental Impact Statement (DEIS) by the Hospital's consultant's.
This contract would have Kittelson & Associates do the peer review of traffic study
technical report for the preparation of the DEIS publication, provide peer review on the
Final EIS document.
After the DEIS is published then a thirty (30) day public comment period would
occur, which a public meeting would be held to receive public testimony on the DEIS.
The testimony from the public meeting and any written comments would be
incorporated into the EIS. Any changes from the public participation comments and
further study required would all be incorporated into the production of a Final
Environmental Impact Statement (FEIS).
Funding
The funding for this contract will come from the City's contingency fund. Yakima
Valley Memorial Hospital legal counsel and the Hospital representative has assured
staff the Hospital will reimburse the costs associated with the processing of the
environmental document. The City of Yakima has also included the cost recovery in
our correspondence with the Hospital. In spite of this commitment by Hospital, the
City of Yakima is still obligated and mandated to process the Hospital EIS.
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The estimated total cost to complete the EIS is as follows:
1. Kittelson and Associates for (technical
engineering experts) traffic analysis peer
review and consulting
Additional Revised
Current Services Total
Contract Contract
$10,000
TOTAL $10,000
$10,000
$10,000
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