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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, 1 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 2 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 3 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 4 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 5 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 6 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. 7 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 1 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. 2 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 3