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HomeMy WebLinkAboutR-2006-087 Multiple Contracts re: surface transportation enhancement fund grantsRESOLUTION NO. R-2006-87 A RESOLUTION authorizing and directing the City Manager to execute a consulting agreement between the City of Yakima and Artifacts, Inc., for professional services and also authorizing the City Manager to execute any additional contracts as are necessary and prudent to implement those certain transportation enhancement grants previously accepted by the City of Yakima pursuant to Resolution No. R-2006-65. WHEREAS, the City's Department of Community and Economic Development desires the assistance of a consultant to provide professional services related to: 1) environmental review; 2) Section 106 Historic Preservation Act compliance; 3) scoping and preparation of bid specifications; 4) coordination of engineering and construction work related to the historic Yakima Valley Trolley Company Naches River bridge; and 5) development of interpretation concepts and designs for William O. Douglas /Cowlitz Trail, all as related to three separate projects developed by the City of Yakima through the Washington State Department of Transportation Federal Transportation Enhancement Program; and WHEREAS, the Yakima City Council by Resolution No. R- 2006-65 dated April 18, 2006, accepted said enhancement grant funding for said projects; and WHEREAS, Artifacts, Inc., has the experience and expertise necessary to provide consulting services related to the implementation of said projects 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 execute a consulting agreement with Artifacts, Inc., for professional services as set forth in said attached agreement; and WHEREAS, the City Council further deems it to be in the best interest of the City of Yakima to authorize the City Manager to execute any additional contracts as are necessary and prudent to implement those certain transportation enhancement grants previously accepted by the City of Yakima pursuant to Resolution No. R-2006-65, 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 "Consultant Agreement" with Artifacts, Inc., for professional services and is further authorized to negotiate amendments and alterations thereto, provided that under no such amendment or alteration shall the total contract value exceed by ten percent (10%) the sum set forth in the attached contract. The City Manager is further authorized to execute any additional contracts as he deems necessary and prudent to fulfill those certain transportation enhancement grant terms as previously accepted by the City of Yakima pursuant to Resolution No. R-2006-65 and to accomplish the purposes of those enhancement grants. ADOPTED BY THE CITY COUNCIL this 6th day of June, 2006. ATTEST: Karen S. Roberts, City Clerk id Edler, Mayor CONSULTANT AGREEMENT This Agreement is made between the City of Yakima ("the City"), a Washington municipal corporation, and Artifacts, Inc., a Washington corporation ("Consultant"). In consideration of the covenants, the parties mutually agree as follows. PART I Section I. Activities A. Scope of Services - Consultant will provide professional services related to three projects, and sub -components thereof, developed by the City through the Washington State Department of Transportation Federal Transportation Enhancement Program and commonly referred to as: 1) Yakima Valley Transportation Company Preservation Project; 2) William O. Douglas Trail: 6th Avenue Pathway/Greenway Interconnect; and 3) Connecting Washington through Heritage Trails: Telling the Stories of the William O. Douglas, Cowlitz and Upper Nisqually Trails. Said professional services will include: SEPA/NEPA compliance and coordination of environmental review subcontractors; cultural resource management and historic preservation services (for submission to the Washington State Historic Preservation Officer in compliance with "Section 106" regulations); scoping and preparation of bid specifications; coordination of engineering and construction work; and development of concept and design for interpretive elements for William O. Douglas/Cowlitz Trail, all as more fully described on the "Proposal for Professional Services" attached hereto as Exhibit A; provided, however, that the City may add, reduce, or alter specific tasks from this scope of services as may be subsequently mutually agreed upon by the parties hereto. Tasks will include: Preparation and provision of deliverables in form and timing as may be subsequently mutually agreed upon by the parties, all as necessary to keep City apprised of Consultant's progress in perfoiiiiing tasks identified above and as necessary to meet all local, state, and federal regulatory compliance requirements in a speedy and efficient manner. Included within this set of tasks are all prerequisite actions necessary to prepare deliverables, such as field visits, public hearing attendance, and development and coordination of public notice and participation events. Project costs to be billed on a monthly basis. B. Time of Performance The term of this Agreement is June 15, 2006 through June 30, 2007, unless such teiiii is extended pursuant to an amendment executed by the Yakima City Manager, on behalf of the City of Yakima, and the Consultant. Consultant Agreement Artifacts Contract Page 2 Section II. Financial Conditions A. Compensation and Budget The City shall pay the Consultant for the services identified in this Agreement in an amount not to exceed One Hundred Dollars ($100.00) per hour. Total payments made to the Consultant by the City pursuant to this Agreement shall not exceed Thirty -Nine Thousand Dollars ($39,000.00). Payments shall be made on a monthly basis after receipt of appropriate invoices from Consultant and shall constitute full and complete payment by the City under this Agreement. B. Method of Payment The Consultant shall direct invoices to the City of Yakima, Department of Community and Economic Development, Attention: Bill Cook at the end of each specified task together with all documents required. Expense documentation shall be in conformance with the current payment system of the City. The City reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement or as may subsequently be agreed upon. All costs shall be supported by properly executed payrolls, time records, invoices, vouchers or other documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and the City shall have the right to audit the records of the Consultant as they relate to the work, upon reasonable notice. Section III. Addresses for Notices and Deliverable Materials All notices and other material to be delivered hereunder shall be in writing and shall be delivered or mailed to the following addresses: If to the City: If to Consultant: Bill Cook, Director Department of Community & Economic Development 129 North 2nd Street Yakima, WA 98901 Michael Sullivan Artifacts, Inc. 1109 A Street, Suite 1 Tacoma, WA 98402 Consultant Agreement Artifacts Contract Page 3 or such other respective addresses as may be specified herein or as either party may, from time to time, designate in writing. PART II Section IV. Discrimination Prohibited Affording Equal Employment Opportunity during the performance of this Agreement is mandatory and the Consultant agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. The Consultant will take affirmative action to ensure that applicants and employees are treated equally during employment, without regard to their creed, religion, race, color, sex, national origin, or the presence of any sensory, mental, or physical handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. Failure to comply with any of the terms of this section shall be a material breach of this Agreement. 3. The provisions of this section shall be inserted into all subcontracts for work covered by this Agreement. 4. The consultant shall notify the City's Director of the Department of Community, Trade, and Economic Development or his designee of any matters affecting the eligibility of the Consultant to continue performance. 5. The Consultant shall report any changes in corporate status, bylaws, officers, Board of Directors, key personnel and membership, as applicable. Section V. Title to Property Supplied and Works All finished or unfinished documents and material prepared by the Consultant with funds provided by this Agreement shall, at the option of the City, remain the property of the City and shall be forwarded to the City at its request. Consultant Agreement Artifacts Contract Page 4 No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Agreement. Section VI. Audit The consultant shall permit the City, from time to time as the City's Director of the Finance Department or Director of the Department of Community & Economic Development deem necessary (including after the expiration or termination of this Agreement), to inspect and audit at any and all reasonable times in King County, Washington, or at such other reasonable location as the Director of the Finance Department selects, all pertinent books and records of the Consultant and any subconsultants or other person or entity that has performed work in connection with or related to the Consultant's services under this Agreement to verify the accuracy of accounting records including trust accounts; and shall supply the City with, or shall permit the City to make, a copy of any books and records and any portion thereof, upon the Director of the Finance Department's or the Director of the Department of Community and Economic Development's request. The Consultant shall ensure that such inspection, audit and copying right of the City is a condition of any subcontract, agreement or other arrangement under which any other person or entity is permitted to perform work in connection with or related to the Consultant's services under this Agreement. Section VII. Compliance With Law A. General Requirement The Consultant, at its sole cost and expense, shall perform and comply with all applicable laws of the United States and the State of Washington; the Charter, Municipal Code, and ordinances of the City; and rules, regulations, orders and directives of their administrative agencies and the officers thereof. B. Licenses and Similar Authorizations The Consultant, at no expense to the City, shall secure and maintain in full force and effect during the term of this Agreement all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof. C. Taxes The Consultant shall pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Agreement; taxes levied on its property, equipment, and improvements; and taxes on the Consultant's interest in this Agreement and any leasehold interest deemed to have been created thereby under applicable law. Consultant Agreement Artifacts Contract Page 5 Section VIII. Contractual Relationship This Agreement does not constitute the Consultant as the agent or legal representative of the City for any purpose whatsoever. The Consultant is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the City or to bind the City in any manner or thing whatsoever. Section IX. No Subcontracting The Consultant shall not subcontract or assign any of the work covered by this Agreement without prior written approval by the City's Director of the Department of Community and Economic Development. Section X. Amendments No modification or amendment of the provisions hereof shall be effective unless in writing and signed by authorized representatives of the parties hereto. The parties hereto expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. Section XI. Executory Agreement This Contract will not be considered valid until executed by the City and signed by the City Manager or his authorized designee. Section XII. Binding Effect The provisions, covenants, and conditions in this Agreement apply to bind the parties, their legal heirs, representatives, successors, and assigns. Section XIII. Applicable Law; Venue This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action brought hereunder shall be in the Superior Court for Yakima County. Consultant Agreement Artifacts Contract Page 6 Section XIV. Remedies Cumulative Rights under this Agreement are cumulative; the failure to exercise on any occasion any nght shall not operate to forfeit such right on another occasion. The use of one remedy shall not be taken to exclude or waive the right to use another. Section XV. Captions The titles of sections are for convenience only and do not define or limit the contents. Section XVI. Invalidity of Particular Provisions A judicial determination that any term, provision, condition, or other portion of this Agreement, or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms, provisions, conditions, or other portions of this Agreement, nor shall such a determination affect the application of such term, provision, condition, or portion to persons or in circumstances other than those directly involved in the determination in which it is held to be inoperative, invalid, or unenforceable, and as to such other persons or in such other circumstances it shall continue in full force and effect. 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 and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. Section XVII. No Waiver No waiver of full performance by either party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants, or conditions of this Agreement. The payment of compensation to the consultant shall not be deemed a waiver of any nght or the acceptance of defective performance. Section XVIII. Previous Agreements Superseded The terms and conditions of this Agreement supersede the terms, obligations, and conditions of any existing or prior agreement between the parties regarding the subject matter of this Agreement. Consultant Agreement Artifacts Contract Page 7 Section XIX. Entire Agreement This Agreement, including the exhibits and addenda attached hereto and forming a part hereof (if any), are all of the covenants, promises, agreements, and conditions, either oral or written, between the parties. Section XX. Insurance and Indemnification A. Indemnification The Consultant hereby agrees to save harmless and defend the City from all claims and liability due to the negligent or intentional acts, errors, or omissions of the Consultant, its agents, and employees in perfoiming the work required by this Agreement. The City shall not be obligated or liable to the Consultant or to any other party for any claim whatsoever arising in connection with this Agreement except for negligence that is solely and entirely the fault of the City. The indemnification provided for in this section with respect to any acts or omissions during the term of this Agreement shall survive any termination or expiration of this Agreement. B. General Liability Insurance Prior to undertaking any work under this agreement, the Consultant, at no expense to the city, shall obtain and file with the City, evidence of a policy of general comprehensive liability insurance, which policy must fully protect the City from any and all claims and risks in connection with any activity performed by the Consultant by virtue of this Agreement. Such policy must provide the following minimum coverage: $1,000,000 per occurrence 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. Section XXI. Termination A. For Cause Either party may terminate this Agreement without recourse by the other in the event that the other fails to perform its obligations as described in this Agreement and such failure has not been corrected to the reasonable satisfaction of the other in a timely manner after notice of breach has been provided to such other party. Without limitation to the generality of the Consultant Agreement Artifacts Contract Page 8 foregoing, either party may also terminate this Agreement without recourse by the other in the event that the parties cannot agree upon terms identified in this Agreement as requiring future assent, such as identification of form and timing of contract deliverables or details pertaining to scope of services. B. For Reasons Beyond Control of Parties Either party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party's reasonable control such as, but not limited to, acts of nature; war or warlike operations; civil commotion; riot; labor dispute including strike, walkout, or lockout; sabotage; or superior governmental regulation or control. C. Notice Notice of termination pursuant to Subsections XXI.A. and XXI. B., hereof shall be given by the party terminating this Agreement to the other not less than five (5) days prior to the effective date of termination. IN WITNESS WHEREOF, the parties have executed this Agreement by having their representatives affix their signatures below. THE CITY OF YAKIMA Signature Date Signature Daae Michael Sullivan Artifacts, Inc. Richard A. Zais, Jr. City Manager CITY CONTRAC f N0: -,1A06-53 RESOLUTION N0: 1? -.20e687 EXHIBIT 'A' Proposal for Professional Services The following estimate of time and costs relates to three separate projects developed by the City of Yakima through the Washington State Department of Transportation Federal Transportation Enhancement Program. The three project components are: TE1 Yakima Valley Transportation Company Preservation Project Project Description. Acquisition of Trolley Barn and Substation Masonry, fire alarm and security systems Restoration of segments of the six -mile trolley line and overhead wire system TE2 William 0. Douglas Trail: 6th Avenue Pathway/Greenway Interconnect Project Description. Design and construction of a one -mile pathway on 6th Avenue Design and construction of a shared bicycle -pedestrian pathway on the Naches River Bridge TE 3 Connecting Washington through Heritage Trails: Telling the Stories of the William 0. Douglas, Cowlitz and Upper Nisqually Trails Project Description: Acquire additional right-of-way adjacent to existing roads, historic routes, or adjacent to nineteen pnvate parcel boundary Imes to fill in gaps in the existing trail network Bridge restoration Interpretive research, materials, trailhead signs Design and construction of a trails The services proposed by Artifacts Consulting Inc. fall into five groupings related to one or more of the above projects. 1. SEPA/NEPA compliance for all three projects. TE1, TE2, TE3 Preparation of SEPA/ NEPA checklists, submission and consultation with review agencies. Subcontractors for earth, soils, groundwater and Hazmat, environmental disciplines Estimated hours 20 hrs 2. Section 106 Historic Preservation Act compliance TE1, TE2, TE3 Preparation of project summaries and for formal statements of undertaking for submission to Washington State Historic Preservation Officer. Consultation and conferral with agency and settlement of final compliance/mitigation for all three projects Estimated hours 30 hrs 3. Scoping and preparation of bid specifications TE1 Development of a scope of work for improvements to the masonry and building systems for the historic trolley barn building and the development of bid specifications. YVTC project Estimated hours 160 hrs 4. Coordinate engineering and construction of historic TE2/TE3 YVTC Naches River Bridge Coordinate and review engineering, project design and construction or rehabilitation and improvements to historic structure to comply with Secretary of Interior's Guidelines and Section 106 requirements. Estimated Hours 60 hrs 5. Interpretation concept and design for William O. Douglas/Cowlitz Trail TE3 Development of concept and design for interpretation and trail development. Project team meetings and preliminary background research and content assembly Estimated hrs Total Estimated Hours 120 hr 3900 hrs Professional Service rate $100 per hour $39,000 EXHIBIT 'A' Proposal for Professional Services The following estimate of time and costs relates to three separate projects developed by the City of Yakima through the Washington State Department of Transportation Federal Transportation Enhancement Program. The three project components are: TE1 Yakima Valley Transportation Company Preservation Project Project Description. Acquisition of Trolley Barn and Substation Masonry, fire alarm and security systems Restoration of segments of the six -mile trolley line and overhead wire system TE2 William 0. Douglas Trail: 6th Avenue Pathway/Greenway Interconnect Project Description. Design and construction of a one -mile pathway on Gth Avenue Design and construction of a shared bicycle -pedestrian pathway on the Naches River Bridge TE 3 Connecting Washington through Heritage Trails: Telling the Stories of the William 0. Douglas, Cowlitz and Upper Nisqually Trails Project Description. Acquire additional right-of-way adjacent to existing roads, historic routes, or adjacent to nineteen private parcel boundary Ines to fill m gaps in the existing trail network Bridge restoration Interpretive research, materials, trailhead signs Design and construction of a trails The services proposed by Artifacts Consulting Inc. fall into five groupings related to one or more of the above projects. 1. SEPA/NEPA compliance for all three projects. TE1, TE2, TE3 Preparation of SEPA/ NEPA checklists, submission and consultation with review agencies. Subcontractors for earth, soils, groundwater and Hazmat, environmental disciphnes Estimated hours 20 hrs 2. Section 106 Historic Preservation Act comphance TE1, TE2, TE3 Preparation of project summaries and for formal statements of undertaking for submission to Washington State Historic Preservation iffiLer. Consultation and conferral with agency and settlement of final compliance% mitigation for all three proj ects EtiL Li_30 lirs LLateQ flours 3. Scoping and preparation of bid specifications TE1 Development of a scope of work for improvements to the masonry and building systems For the historic trolley barn building anri the IieTTeInnment o bt�f specifications. YV 1 C project Estimated hours 160 hrs 4. Coordinate engineering and construction of historic TE2/TE3 Y V"1 C N aches River Bridge Coordinate and review engineering, project design and construction or rehabilitation and improvements to historic structure to comply with Secretary of Interior's Guidelines and Section 106 requirements Estimated Hours 60 hrs r r , , Qr„ , i �. 7. Inte_rpre Iauon concept and eSia W for illiam lJ L)ougIas� 1wllt7 Trail T E.3 Development of concept and design for interpretation and trail development. Project team meetings and prelarunary background research and content assembly Estimated hrs Total Estimated Hours Professional Service rate $100 per hour 120 hr 3900 hrs $39,000 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT ITEM NO. (Z— FOR MEETING OF: June 6, 2006 ITEM TITLE: Resolution authorizing the City Manager to execute a professional services contract with Artifacts, Inc. for environmental review work related to the City's Surface Transportation Enhancement fund grants. SUBMITTED B m Cook, Director of Community & Economic Development CONTACT PERSON/TELEPHONE: William Cook, 575-6227 SUMMARY EXPLANATION: Earlier this year the Washington State Department of Transportation awarded the City of Yakima two enhancement grants for work on the William O. Douglas Trail/Yakima Valley Transit (YVT) Transportation System: Yakima Valley Transportation Company Preservation $495,592 Heritage Trails - W. O. Douglas Bridge Rest. & Trailheads $499,890 In addition, the William O. Douglas Trail Foundation, a private nonprofit organization, received a $327,408 grant for the William O. Douglas Trail, 6th Avenue Parkway and Naches River Bridge Pedestrian/Bike Pathway enhancements. These state grants do not require any local match. The total for all three grants to be expended in our community is $1,322,890. On April 18, 2006, the City Council adopted a Resolution authorizing acceptance of these state grants and all necessary and prudent follow-up actions to implement these grants. The first step in investing these funds in tourism and recreation improvements within our community is to complete the Federal NEPA and State SEPA environmental review processes and prepare specifications for the work to be done. The attached resolution (Continued on Page 2) Resolution X Ordinance_ Contract _ Other (Specify) Funding Source APPROVAL FOR SUBMITTAL: — A Manager STAFF RECOMMENDATION: Adopt Resolution BOARD RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2006-87 COUNCIL ACTION: (Continued from Page 1) would authorize a professional services contract between the City of Yakima and Artifacts, Inc. to complete this preliminary but critical work for all three grants, together with any necessary and prudent contracts to implement these grants. The total amount of the Artifacts, Inc. contract is $39,000. However, in light of the complicated nature of the environmental reviews and subcontracted engineering work involved with this agreement, we are requesting the City Manager be given the authority to increase the Artifacts, inc. contract amount by an amount not to exceed 10% if needed. Therefore, the total "not to exceed" amount requested by this resolution for the Artifacts, Inc. contract is $42,900. Funds for the Artifacts, Inc. contract, and any other r ieue5bary implementation contracts will be paid for by the grant. 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 Sargent Engineers, Inc. a Washington Corporation licensed to do business in Washington (hereinafter the "Engineer"). WHEREAS, the City of Yakima desires to engage the Engineer to perform professional engineering services for the inspection of the Yakima Valley Transportation Company Trolley Bridge. WHEREAS, the Engineer has the experience and expertise necessary to provide said independent engineering services and is willing to provide such services 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 the Engineer as follows: 1. Scope of Services. The Engineer shall perform an inspection of the Yakima Valley Transportation Company Trolley Bridge, including a fracture critical inspection, and prepare a report detailing the condition of the bridge and any necessary maintenance required, including an estimate of the costs associated with such maintenance. The scope of services is described in more detail in attached and incorporated Exhibit "A." 2. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at midnight of December 31, 2008, or when the services authorized under this Agreement are completed, whichever occurs first, unless terminated sooner by either party in accordance with Section 18. The Engineer shall proceed in a timely and diligent manner to provide all services required hereunder. 3. Consideration. The City shall pay the Engineer for services rendered hereunder in accordance with the payment schedule set forth in attached and incorporated Exhibit "B." Unless this Agreement is otherwise modified by the parties, the total compensation paid to the Engineer for all services provided under this Agreement shall not exceed $13,000. The Engineer shall submit to the City monthly invoices itemizing tasks accomplished and percent completed to date. Upon receipt of said monthly invoice, the City shall make payment to the Engineer within thirty (30) calendar days; provided, however, that all payments are expressly conditioned upon the Engineer's providing services that are satisfactory to the City. The Engineer shall maintain adequate files and records to substantiate all amounts itemized on the monthly invoices. In the event that either party exercises its right to terminate this Agreement in accordance with Section 18, the Engineer shall be compensated in accordance with the above terms for all satisfactory services provided to the City up to the effective Agreement termination date. 4. Information Provided by the City. The Engineer shall provide guidance to the City in determining the data required for purposes of the contemplated services. The City agrees to use reasonable efforts to provide data and information specifically requested by the Engineer. 5. Status of Engineer. The Engineer and the City understand and expressly agree that the Engineer is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer, and/or agent of Engineer shall act on behalf of or represent him or herself as an agent or representative of the City. The Engineer, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The Engineer expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The Engineer and its officers, employees, volunteers, agents and/or subcontractors 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 the Engineer and the City. 6. Inspection and Audit. The Engineer shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid 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 the Washington State Auditor at all reasonable times, and the Engineer shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or the Washington State Auditor where necessary to conduct or document an audit. The Engineer shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 7. Taxes and Assessments. The Engineer shall be solely responsible for compensating its employees, agents, and/or subcontractors 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, the Engineer shall pay the same before it becomes due. 8. Nondiscrimination Provision. During the performance of this Agreement, the Engineer 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. The Americans with Disabilities Act. The Engineer shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services, and telecommunications. 10. Compliance with Law. The Engineer agrees to perform those 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. 11. No Conflict of Interest. Engineer covenants that neither it nor its employees 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. The Engineer further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 12. No Insurance. It is understood the City does not maintain liability insurance for the Engineer and its officers, directors, employees and agents. 13. Indemnification. a. The Engineer agrees to hold harmless and indemnify the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the Engineer, its officers, agents, employees or subcontractors in connection with or incidental to the performance or non-performance of this Agreement. b. The City agrees to hold harmless and indemnify the Engineer, its officers, employees, and agents, from and against any and all suits, actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the City, its officers, agents, employees or subcontractors, in connection with or incidental to the performance or non-performance of this Agreement. c. In the event that both the Engineer and the City are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the Engineer's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the Engineer's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. e. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. f. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 14. Insurance Provided by Engineer. a. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each wrongful act 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 the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The insurance coverage or substantially identical coverage sufficient to fully satisfy these requirements shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. b. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits 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. c. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits 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. d. Insurance Provided by Subcontractors. The Engineer shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 15. Delegation of Professional Services. The services provided for herein shall be performed by the Engineer, and no person other than regular associates or employees of the Engineer shall be engaged upon such work or services except upon written approval of the City. 16. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by the Engineer 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 the Engineer stated herein. 17. Waiver of Breach. A waiver by either party hereto of a breach by 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. 18. Termination. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination ten (10) calendar days prior to the termination date. 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. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: TO ENGINEER: Brett H. Sheffield, P.E. Chief Engineer City Hall 129 North Second Street Yakima, WA 98901 Monte Smith, P.E., S.E. President Sargent Engineers, Inc. 320 Ronlee Lane NW Olympia, WA 98502 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. 21. Third Parties. The City and the Engineer are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or otherwise, to third persons. 22. Drafting of Agreement. Both the City and the Engineer have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 23. Integration. This written document constitutes the entire Agreement between the City and the Engineer. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. CITY OF YAKIMA SARGENT ENGINEERS, INC., a Washington Corporation By: By: W R. A. Zais, Jr., City Manager Mon e Smith, SE, President Date: Date: ATTEST: oK1M� "fr 602 -, H _EAS - City Clerk w� City Contract No. ,.2D0,fi-4= City Resolution No. dlce, (0 6 Scope of Services Task 1: EXHIBIT A Perform a "hands on" fracture critical inspection of the bridge. This will be accomplished by climbing along the bottom chords and lower parts of truss tension web members and by utilizing a rented man -lift to access the upper parts of the truss tension web members. The consultant will observe the condition of all of the other members by walking the deck and by walking under the bridge, but will not use any special access equipment. All of the bridge pins will be tested ultrasonically, checking for cracking and significant flaws. Task 2: Prepare a report that documents the current condition of the bridge, including pictures and descriptions of deterioration noted in the bridge. Recommendations for maintenance and/or further inspection of non -fracture bridge members will be included, together with an estimate of the costs of said maintenance and/or further inspection. City of Yakima - YVT Naches River Bridge FC Inspection Estimated Hours Activity Principal Senior Engr. Sr. Proj Engr Proj. Engr. Clerical Total Travel to/from Yakima 8 8 16 Vicmity Travel 2 2 4 InspectTruss Web Mem.s 2 8 10 InspectTruss Bot Chords 2 8 10 UT Test 48 Pins 24 6 30 Inspect Floor System 2 8 10 Prepare Report 4 8 12 Check Report 2 2 4 Final Review 2 2 Total Direct Labor 2 46 50 0 0 98 Cost Estimate: Principal Senior Engr Sr.Proj. Engr. Proj Engr Clerical Total Direct Labor Hours Rate 2 $ 139.00 46 $ 114.00 50 $ 94 00 0 $ 77.00 0 $ 48.00 $278 00 $5,244.00 $4,700 00 $0.00 $0 00 $10,222 00 Direct Non -salary Cost Per Diem/Lodging 8 Days @ $ 114.50 $916.00 Mileage 450 Miles @ $ 0.51 $227.25 Rental of Manlift 3 Days @ $ 215 00 $645.00 Total Direct Non -salary Cost Total Fee Prepared by: _Charles E. Mayhan Date: _ 2-6-08 $1,788.25 $12,010.25 NOTES Estimates of times for inspections are based on worst case situations for cleaning and inspecting both visually and ultrasonically, since the last reported fracture critical inspection was in 1999. If the YVT Lift Vehicle is available for use at the time of the inspection the equipment rental will be eliminated. Fee Prop.xls Page 1 2/7/2008 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 Widener and Associates, Inc. a Washington Corporation licensed to do business in Washington (hereinafter the "Engineer"). WHEREAS, the City of Yakima desires to engage the Engineer to perform professional engineering services for the coordination and preparation of the environmental documentation necessary to construct portions of the William O. Douglas Trail located within the Cowiche Canyon. WHEREAS, the Engineer has the experience and expertise necessary to provide said independent engineering services and is willing to provide such services 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 the Engineer as follows: 1. Scope of Services. The Engineer shall coordinate and prepare the environmental documentation necessary to construct the portion of the William O. Douglas Trail project within the Cowiche Canyon, including a crossing of the Cowiche Creek. The scope of services is described in more detail in attached and incorporated Exhibit "A." 2. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at midnight of December 31, 2008, or when the services authorized under this Agreement are completed, whichever occurs first, unless terminated sooner by either party in accordance with Section 18. The Engineer shall proceed in a timely and diligent manner to provide all services required hereunder. 3. Consideration. The City shall pay the Engineer for services rendered hereunder in accordance with the payment schedule set forth in attached and incorporated Exhibit "B." Unless this Agreement is otherwise modified by the parties, the total compensation paid to the Engineer for all services provided under this Agreement shall not exceed $16,000. The Engineer shall submit to the City monthly invoices itemizing tasks accomplished and percent completed to date. Upon receipt of said monthly invoice, the City shall make payment to the Engineer within thirty (30) calendar days; provided, however, that all payments are expressly conditioned upon the Engineer's providing services that are satisfactory to the City. The Engineer shall maintain adequate files and records to substantiate all amounts itemized on the monthly invoices. In the event that either party exercises its right to terminate this Agreement in accordance with Section 18, the Engineer shall be compensated in accordance with the above terms for all satisfactory services provided to the City up to the effective Agreement termination date. 4. Information Provided by the City. The Engineer shall provide guidance to the City in determining the data required for purposes of the contemplated services. The City agrees to use reasonable efforts to provide data and information specifically requested by the Engineer. 5. Status of Engineer. The Engineer and the City understand and expressly agree that the Engineer is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer, and/or agent of Engineer shall act on behalf of or represent him or herself as an agent or representative of the City. The Engineer, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The Engineer expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The Engineer and its officers, employees, volunteers, agents and/or subcontractors 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 the Engineer and the City. 6. Inspection and Audit. The Engineer shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid 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 the Washington State Auditor at all reasonable times, and the Engineer shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or the Washington State Auditor where necessary to conduct or document an audit. The Engineer shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 7. Taxes and Assessments. The Engineer shall be solely responsible for compensating its employees, agents, and/or subcontractors 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, the Engineer shall pay the same before it becomes due. 8. Nondiscrimination Provision. During the performance of this Agreement, the Engineer 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. The Americans with Disabilities Act. The Engineer shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services, and telecommunications. 10. Compliance with Law. The Engineer agrees to perform those 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. 11. No Conflict of Interest. Engineer covenants that neither it nor its employees 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. The Engineer further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 12. No Insurance. It is understood the City does not maintain liability insurance for the Engineer and its officers, directors, employees and agents. 13. Indemnification. a. The Engineer agrees to hold harmless and indemnify the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the Engineer, its officers, agents, employees or subcontractors in connection with or incidental to the performance or non-performance of this Agreement. b. The City agrees to hold harmless and indemnify the Engineer, its officers, employees, and agents, from and against any and all suits, actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the City, its officers, agents, employees or subcontractors, in connection with or incidental to the performance or non- performance of this Agreement. c. In the event that both the Engineer and the City are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the Engineer's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the Engineer's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. e. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. f. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 14. Insurance Provided by Engineer. a. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each wrongful act 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 the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The insurance coverage or substantially identical coverage sufficient to fully satisfy these requirements shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. b. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits 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. c. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits 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. d. Insurance Provided by Subcontractors. The Engineer shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 15. Delegation of Professional Services. The services provided for herein shall be performed by the Engineer, and no person other than regular associates or employees of the Engineer shall be engaged upon such work or services except upon written approval of the City. 16. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by the Engineer 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 the Engineer stated herein. 17. Waiver of Breach. A waiver by either party hereto of a breach by 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. 18. Termination. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination ten (10) calendar days prior to the termination date. 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. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: TO ENGINEER: Brett H. Sheffield, P.E. Chief Engineer City Hall 129 North Second Street Yakima, WA 98901 Ross Widener Vice President Widener and Associates, Inc. 10108 32nd Ave. W, Suite D Everett, WA 98204-1302 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. 21. Third Parties. The City and the Engineer are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or otherwise, to third persons. 22. Drafting of Agreement. Both the City and the Engineer have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 23. Integration. This written document constitutes the entire Agreement between the City and the Engineer. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. CITY OF YAKIMA Widener And Associates, Inc., a Washington Corporation By: C" By: R. A. Zais, Jr.,C ty Manager ' oss V idener, Vice President Date: ATTEST: 4v' 3-WCi, Clerk Date: /0-6 City Contract No. kaW&-f7 City Resolution No. Exhibit A Cowiche Creek Bridge Project Scope of Work Environmental Services PROJECT UNDERSTANDING This project provides for the construction of a segment of a trail over Cowichie Creek near the City of Yakima. The scope of this work provides for the coordination and preparation of the environmental documentation to complete project. It is anticipated that the following task will build on the efforts that have been completed to date, which includes Endangered Species Act documentation, and cultural resources along with SEPA coordination. TASKS 1. Collect available documentation concerning the project activities, plant species data, and other pertinent biological and design information based on previous work that has been completed. 2. Conduct a field reconnaissance to investigate on-site habitat conditions, and development conditions. 3. Complete the Executive Order 0505 report and revise as appropriate based on SHPO comments. 4. Revise the no effect letter for the project and resubmit to WSDOT for approval. 5. Complete the SEPA Checklist and revise as appropriate based on City comments. 6. Complete the HPA application and revise based on City and WDFW comments 7. Complete a draft and final Property Assessment Checklist for Hazardous Substances for two parcels DELIVERABLES 1. Monthly progress reports to be submitted concurrently with invoices 2. Executive Order 0505 Report 3. Revised SEPA Checklist 4. HPA 5. Property Assessment Checklist for Hazardous Substances Exhibit B Cost Estimate for Environmental Documentation Project Manager Project Biologist Total hours Review existing documents/plans 4 4 Agency consultation Coordination Meeting 4 4 Field visit 4 4 SEPA Checklist Draft 8 24 32 Final 8 8 16 0 Cultural Resources Coordination Letter 4 12 16 0 HPA Draft 4 12 16 Final 4 6 10 Property Assessment Checklist for Hazardous Substance Certification Two Parcels Draft 8 16 Final 4 8 Totals 48 90 0 0 102 Summary Hours Direct *Overhead **Profit Rate Cost Project Manager 48 $50.00 $75 00 $15 00 $140 00 $6,720 00 Project Biologist 90 $27 00 $40.50 $8.10 $75 60 $6,804 00 Total Labor *Overhead 150% **Profit 30% Cultural Resources $1,500 Travel Cost $500 TOTAL ESTIMATED COST $15,524.00 Assumes client provides exhibits/plan, description of project activities. 1081 CONTRACTS Contract Title Professional Services Agreement Contracting Party Widener and Associates, Inc. Purpose Perform professional engineering services for the coordination and preparation of the environmental documentation necessary to construct portions of the William O. Douglas Trail located within the Cowiche Canyon Originating Division Engineering Staff Liaison Brett Sheffield Amendments Effective Date 03/25/2008 Eff. Date Explanation Expiration Date 12/31/2008 Exp. Date Explanation Dollar Amount 16,000.00 Dollar Amt Explanation NTE Contract ID 2008-063 Resolution ID R-2006-87 Insurance (yes/no) Insurance Expires Insurance Name File Location No. C 08 061 Archive Info Comments 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 2KS Consulting, Kevin B. Hinkley, PE, SE a company licensed to do business in Washington (hereinafter the "Engineer"). WHEREAS, the City of Yakima desires to engage the Engineer to perform professional engineering services to perform 30% engineering design services to address the structural deficiencies with the existing historical Yakima Trolley Building, and the cleaning and painting design for the YVT bridge and structural and civil engineering design to accommodate pedestrian access to and across the YVT bridge (hereinafter the "Project"). WHEREAS, the Engineer has the experience and expertise necessary to provide said independent engineering services and is willing to provide such services 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 the Engineer as follows: 1. Scope of Services. The Engineer shall perform professional engineering services to perform 30% engineering design services to address the structural deficiencies with the existing historical Yakima Trolley Building, and the cleaning and painting design for the YVT bridge and structural and civil engineering design to accommodate pedestrian access to and across the YVT bridge, design Phase 2. The scope of services is described in more detail in attached and incorporated Exhibit "A." 2. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at midnight of December 31, 2008, unless terminated sooner by either party in accordance with Section 18. The Engineer shall proceed in a timely and diligent manner to provide all services required hereunder. 3. Consideration. The City shall pay the Engineer for services rendered hereunder in accordance with the payment schedule set forth in attached and incorporated Exhibit "B." Unless this Agreement is otherwise modified by the parties, the total compensation paid to the Engineer for all services provided under this Agreement shall not exceed $22,770. The Engineer shall submit to the City monthly invoices itemizing tasks accomplished and percent completed to date. Upon receipt of said monthly invoice, the City shall make payment to the Engineer within thirty (30) calendar days; provided, however, that all payments are expressly conditioned upon the Engineer's providing services that are satisfactory to the City. The Engineer shall maintain adequate files and records to substantiate all amounts itemized on the monthly invoices. In the event that either party exercises its right to tciniinate this Agreement in accordance with Section 18, the Engineer shall be compensated in accordance with the above terms for all satisfactory services provided to the City up to the effective Agreement termination date. 4. Information Provided by the City. The Engineer shall provide guidance to the City in determining the data required for purposes of the contemplated services. The City agrees to use reasonable efforts to provide data and information specifically requested by the Engineer. 5. Status of Engineer. The Engineer and the City understand and expressly agree that the Engineer is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer, and/or agent of Engineer shall act on behalf of or represent him or herself as an agent or representative of the City. The Engineer, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The Engineer expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The Engineer and its officers, employees, volunteers, agents and/or subcontractors 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 the Engineer and the City. 6. Inspection and Audit. The Engineer shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid 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 the Washington State Auditor at all reasonable times, and the Engineer shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or the Washington State Auditor where necessary to conduct or document an audit. The Engineer shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 7. Taxes and Assessments. The Engineer shall be solely responsible for compensating its employees, agents, and/or subcontractors 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 ether 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, the Engineer shall pay the same before it becomes due. 8. Nondiscrimination Provision. During the perfolivance of this Agreement, the Engineer 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 teiiuination, rates of pay or other fonds of compensation, selection for training, and the provision of services under this Agreement. 9. The Americans with Disabilities Act. The Engineer shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and ._W_ _ashington. State's _ anti-discriminationlaw as contained in RCW _Chapter 49.60 and. its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services, and telecommunications. 10. Compliance with Law. The Engineer agrees to perform those 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. 11. No Conflict of Interest. Engineer covenants that neither it nor its employees 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. The Engineer further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 12. No Insurance. It is understood the City does not maintain liability insurance for the Engineer and its officers, directors, employees and agents. 13. Indemnification. a. The Engineer agrees to hold harmless, indemnify, and defend the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the Engineer, its officers, agents, employees or subcontractors in connection with or incidental to the performance or non-performance of this Agreement. b. In the event that both the Engineer and the City are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). c. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the Engineer's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the Engineer's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 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. e. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 14. - Insurance -P-r-ov4ded- by --Engineer. a. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each wrongful act 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 the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. 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. b. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 reduce in limits 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. c. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 reduce in limits 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. d. Insurance Provided by Subcontractors. The Engineer shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 15. Delegation of Professional -Services. The services provided for herein shall be perfoinied by the Engineer, and no person other than regular associates or employees of the _Engineershall be engaged upon such work or services except upon written approval of the City. 16. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by the Engineer 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 the Engineer stated herein. 17. Waiver of Breach. A waiver by either party hereto of a breach by 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. 18. Termination. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination ten (10) calendar days prior to the termination date. 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. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: Brett H. Sheffield, P.E. Acting City Engineer City Hall 129 North Second Street Yakima, WA 98901 TO ENGINEER: Kevin B. Hinkley, PE, SE 2KS Consulting 420 222ND AVE NE Sammamish, WA 98074 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. 21. Third Parties. The City and the Engineer are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or otherwise, to third persons. 22. Drafting of Agreement. Both the City and the Engineer have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law_that ambiguities within _a contract shall_ be construed.. againstthe drafter of .a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 23. Integration. This written document constitutes the entire Agreement between the City and the Engineer. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. CITY OF YAKIMA 2KS CONSULTING, KEVLN B. HINKLEY, PE, SE Date: R. A. Zais, Jr., City Manager 0/Z/a ATTEST: B Date: Kevin B. Hinkley, PE, SE, Owner y/© City Contract No. ZDO 8 - '7 f City Resolution No. le- Z 0 — 8 7 1115 CONTRACTS Contract Title Professional Services Agreement Contracting Party 2KS Consulting - Kevin Hinckley Purpose Yakima Valley Trolley Bridge Originating Division Engineering Staff Liaison Brett Sheffield Amendments Effective Date 08/09/2007 Eff. Date Explanation and 5/1/08 Expiration Date 12/31/2008 Exp. Date Explanation Dollar Amount Dollar Amt Explanation Contract ID 2008-094 Resolution ID Insurance (yes/no) Insurance Expires Insurance Name File Location No. C 08 091 Archive Info Comments EXHIBIT "A" --Scope-of Services: Design Phase 2 is to perform engineering consulting services for the existing Yakima Valley Trolley Barn Building and the Yakima Valley Transit Bridge (YVT) over the Naches River. Work tasks include 30% engineering to address the existing condition and feasibility to repair the building and crane system, cleaning and painting design for the bridge and structural and civil engineering design to accommodate and pedestrian access to and across the bridge. The following tasks are to be performed for the project as described below: Task 1 DESIGN ENGINEERING SERVICE: Yakima Trolley Barn Building & Crane Professional engineering services performed by the Engineer will address the 30% engineering to address the structural deficiencies with the existing historical Yakima Trolley Building as well as localized failures with the overhead crane beam. The purpose of the design is to address the existing condition and feasibility to repair the building and crane system. Currently the existing building is temporarily laterally braced and the crane beam is failing at the southwest end of the building. This first task will consist of a background investigation, site visit, preparing as -built drawings, preliminary engineering, preparing an existing condition and feasibility report, a preliminary engineer's cost estimate for recommended repairs, delivery of services to the City. Task 2 ENGINEERS COST ESTIMATE: Clean & Paint YVT Bridge Professional engineering services performed by the Engineer will be for the existing YVT bridge that consists of two 147'-6" spans of Geo. H. Pegram railroad bridge trusses that are supported by cast -in-place concrete piers. At the south end of the bridge there is a short timber approach span measuring approximately 26 feet. The total length of the bridge is 324 feet measured from face of backwall to face of bulkhead. Each Pegram Truss was likely constructed in 1895, and purchased used from the Union Pacific Railroad Company in 1912. This first task will consist of determining a preliminary engineer's cost estimate for the cleaning and painting of the bridge to better understand if funds acquired for the project are sufficient. Subtasks will include a background investigation related to cleaning and painting needs, an inspection performed with an Under Bridge Inspection Truck (UBIT), preliminary engineering analysis related to cleaning and painting needs, coordination and review of environmental documentation, an outline for plan, specifications and engineering estimate (PS&E), a preliminary engineer's cost estimate, and delivery of services to the City. Task 3 30% DESIGN ENGINEERING SERVICE: Alternative lb. — Shared Crossing Between Existing Trusses Task 3 will consist of the designing according to the recommendations defined in the September 22, 2005 Existing Condition and Feasibility Study by 2KS Consulting. This -task will -consist of the PS&E for -Alternati-ve 1-b. — Shared Crossing Betw_een.Existing Trusses on the YVT Bridge. Subtasks will include a kick-off meeting with the City, 30% engineering design, 30% engineering plan preparation, a 30% engineer's cost estimate, and delivery of services to the City. It is assumed that there will be 1 plan sheet for this task. Task 4 30% DESIGN ENGINEERING SERVICE: Trail Approach Engineering to the YVT Bridge Task 4 is assumed to be combined with Task 3 if necessary. It will consist of the designing according to the recommendations and direction defined by the City. This task will consist of providing the 30% engineering and plans for the approach trails to the bridge within 500 feet from each abutment.. Subtasks will include preliminary engineering design, 30% plan preparation, 30% engineer's cost estimate, and delivery of services to the City. It is assumed that there will be 1 plan sheet for this task. Each task will be completed by Kevin B. Hinkley, PE, SE a licensed Structural and Civil Engineer in the timeframe allotted by the City and shall begin following written authorization to proceed. Work performed shall be completed in a professional workmanlike manner. A detailed list for each task and level of effort is defined in Exhibit C. EXHIBIT "B" - BILLING RATES FOR 200-7/2008 Registered Professional Structural Engineer (PE, SE) $115 EXHIBIT "C" ENGINEERING DESIGN SERVICE ESTIMATE for for Phase 2 of the Yakima Valley Transit Bridge (YVT) by 2KS CONSULTING TASK DESCRIPTIONS EST. AMOUNT TOTAL HOURS 1 DESIGN ENGINEERING. SERVICE: Yakima Trolley Barn Building & Crane a. Background Investigation 4 $115 $460 b. Site Visit Investigation / As -built Preparation 16 $115 $1,840 c. Preliminary Engineering (30% Design) 8 $115 $920 d. Existing Condition & Feasibility Report 16. $115 $1,840 e. Preliminary Engineers Cost Estimate (30% Design) 12 $115 $1,380 f. Delivery & Presentation Meeting at City 2 $115 $230 Task 1 Sub -Total = $6,670 2 ENGINEERS COST ESTIMATE: Clean & Paint YVT Bridge a. Background Investigation 8 $115 $920 b. IJBIT Inspection 16 $115 $1,840 c. Preliminary Engineering (30%Design) 20 $115 $2,300 d. General Project & Environmental Documentation Coordination 5 $115 $575 e. Plan, Specifications & Engineering Outline based on 30% Design 8 $115 $920 f. Preliminary Engineers Cost Estimate (30% Design) 12 $115 $1,380 g. Delivery & Presentation Meeting at City 2 $115 $230 Task 1 Sub -Total = $8,165 3 30% DESIGN ENGINEERING SERVICE: Alternative 1b.— Shared Crossing Between Existing Trusses a. Initial Design Direction Kick-off Meeting at City 2 $115 $230 b. General Project Coordination, Documentation, & Stakeholder Meeting 8 $115 $920 c. Preliminary Engineering (30% Design) 12 $115 $1,380 d, Engineering Plan Preparation (30%) 16 $115 $1,840 e. 30% Engineers Cost Estimate 4 $115 $460 f Delivery & Presentation Meeting at City 2 $115 $230 Task 3 Sub -Total = $5,060 4 30% DESIGN. ENGINEERING SERVICE: Trail Approach Engineering to the YVT Bridge a. Preliminary Engineering (30% Design) 8 $115 $920 b. Engineering Plan Preparation (30%) 12 $115 $1,380 c. 30% Engineers Cost Estimate 4 $115 $460 d. Delivery 1 $115 $115 File' Exhibit-C_070720.xls , Sheetl Task 4 Sub -Total = $2,875 TOTAL. FOR TASKS 1 through 4 = $22,770 Page 1 of 1 Printed: 7/20/2007 AMENDMENT TO CONSULTATNT AGREEMENT FOR ENGINEERING SERVICES This amendment is dated this 1St day of May 2008 by and between the City of Yakima, a Washington Municipal Corporation, and 2KS Consulting, a sole proprietorship. The parties hereby agree that Section 1 of the Professional Services Agreement dated August 9, 2007 shall be amended to read as follows: Scope of Services. The Engineer shall perform professional engineering design services to address the structural deficiencies with the existing historical Yakima Trolley Building, and the cleaning, painting, and repair work for the YVT bridge and structural and civil engineering design to accommodate pedestrian access to and across the YVT bridge, design Phase 2, together with professional engineering services for the Cowiche Creek Pedestrian Bridge. The scope of services is described in more detail in attached and incorporated Exhibit "C." Except as expressly modified above, all other terms and conditions of the August 9, 2007, agreement shall remain in full force and effect. CITY OF YAKIMA 2KS CONSULTING R.A. Zais, Jr kevin Hinkley Final Engineering Scoping Estimate 2KS Consulting EXHIBIT "C- Supplement" ENGINEERING DESIGN SERVICES for 1. Level 1 & 2 Scour Analysis for the Yakima Valley Transit Bridge (WT) 2. Preliminary Design and PS&E for the Cowiche Canyon Bridge 3. Design for the WT Barn - - Failing Crane Rail Beam Replacement Design Note: "T" Tasks denote Trolley related tasks "W' Tasks denote Trail or Walkway related tasks "B" Tasks denote YVT Barn related tasks Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASKS 1 through 4 - Additional Services (by 2KS Consulting) Task 1 Yakima Trolley Barn Building & Crane 0 $115 $0 Task 2 Clean & Paint YVT Bridge 0 $115 $0 Task 3 Shared Crossing Between Existing Trusses 4 $115 $460 Task 4 Trail Approach Engineering to the YVT Bridge 27 $115 $3,105 Tasks 1 through 4 - Additional Services: Total Hours = 31 Task T1 Total Fee = $3,565 Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK T1 - Level 1 Scour Analysis for YVT Bridge (by Otak) Task T1.1 Site Visit 12 ALL $1,380 Task T1.2 Review Existing Data 12 ALL $1,266 Task T1.3 Documentation 9 ALL $1,100 Task T1.4 Project Management 1 ALL $160 Direct Expenses ALL $159 Task T1 - Level 1 Scour Analysis: Total Hours = 34 Task T1 Total Fee = $4,065 Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK T2 - Level 2 Scour Analysis for YVT Bridge (by Otak) Task T2.1 Field Survey 69 ALL $5,296 Task T2.2 Hydraulic Modeling 49 ALL $4,942 Task T2.3 Riprap Stability 11 ALL $1,170 Task T2.4 Development of Plan of Action 11 ALL $1,060 Task T2.5 Report 38 ALL $3,920 Task T2.6 Project Management 14 ALL $1,872 Direct Expenses ALL $1,169 Task T2 - Level 2 Scour Analysis: Total Hours = 192 File: 2KS-Consulting_Exhibit-C-Sup_080422.xls Page 1 of 4 Printed' 4/22/2008 Final Engineering Scoping Estimate 2KS Consulting Task T2 Total Fee = $19,429.00 Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK T3 - Coordination of Otak Tasks (by 2KS Consulting) Task T3.1 Level 1. Communication / Coordination w/ City 4 $115 $460 Task T3.2 Level 1. Communication / Coordination w/ Otak 4 $115 $460 Task T3.3 Level 1: Bridge Site / Kick-off Meeting 4 $115 $460 Task 73.4 Level 1. General Project Coordination 1 $115 $115 Task T3.5 Level 2 Coordination ALL 5% $971 Task T3 - Coordination of Otak Tasks: Total Hours = 13 Task T3 Total Fee = $2,466.45 Drawing DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK BI - YVT Barn - Failing Beam Replacement lbv 2KS Consulting) Final Bridge Design: B1 General Layout & General Notes 8 $115 $920 B2 Construction Sequence Plan & Layout 8 $115 $920 B3 Beam Replacement Plan, Elevation & Details 8 $115 $920 B4 Specifications 2 $115 $230 Design, Quantities & Engineer's Estimate 10 $115 $1,150 Task B2: Total Hours = 36 Task W3 Total Fee = $4,140.00 File. 2KS-Consulting_Exhibit-C-Sup_080422.xis Page 2 of 4 Printed' 4/22/2008 Final Engineering Scoping Estimate 2KS Consulting Drawing DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK WI - Prelim. + PS&E for Cowiche Bridge/Trail (by 2KS Consulting) Preliminary Bridge Design: Preliminary Plan 93 $115 $10,695 Final Design for Trail Approach & Stream Restoration: Cover 4 $115 $460 G1 Vicinity Map, Location Map, and List of Drawings 8 $115 $920 G2 Abbreviations, Symbols, Legends & General Notes 4 $115 $460 G3 Erosion Control Plan & Details 8 $115 $920 G4 Stream Restoration Plan 12 $115 $1,380 C1 Trail Typical Sections 8 $115 $920 C2 Miscellaneous Details 8 $115 $920 C3 Plan & Profile 8 $115 $920 C4 Trail Profiles 12 $115 $1,380 Quantities & Engineer's Estimate 8 $115 $920 Specifications 12 $115 $1,380 Final Bridge Design: S1 Bridge Layout & General Notes 8 $115 $920 S2 Pier Plan 1 and Elevation 20 $115 $2,300 S3 Pier Plan 2 and Elevation 20 $115 $2,300 S4 Wingwall Plans and Details 20 $115 $2,300 S5 Bearing Details 8 $115 $920 S6 Framing Plan 8 $115 $920 S7 Girder Details and Sections 20 $115 $2,300 S8 Bridge Rail Details 20 $115 $2,300 S9 Bar List 8 $115 $920 Quantities & Engineer's Estimate 8 $115 $920 Specifications 16 $115 $1,840 Task W1 - Cowiche Bridge & Approach Trail: Total Hours = 341 Task W3 Total Fee = $39,215.00 Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate TASK W2 - Cowiche Bridge Hydraulics Background Investigation (by Otak) Task W4.1 Hydraulics Background Investigation 9 5 ALL Task W4 - Hydraulics Bkgrnd. Investigation: Total Hours = 9.5 Task T1 Total Fee = $500.00 $500.00 File. 2KS-Consulting_Exhibit-C-Sup_080422.xls Page 3 of 4 Printed: 4/22/2008 Final Engineering Scoping Estimate 2KS Consulting PROJECT SUMMARY: Original Contract for Task 1 through 4: Supplement for Original Tasks 1 through 4: (Task 1) Yakima Trolley Barn Building & Crane (Task 2) Clean & Paint YVT Bridge (Task 3) Shared Crossing Between Existing Trusses (Task 4) Trail Approach Engineering to the YVT Bridge Total For all Orignal Tasks = Yakima Valley Trolley (YVT) Tasks: (Alt. 3) TASK T1 - Level 1 Scour Analysis for YVT Bridge (by Otak) TASK T2 - Level 2 Scour Analysis for YVT Bridge (by Otak) (Alt. 1) TASK T3 - Coordination of Otak Tasks (by 2KS Consulting) (Alt. 4) TASK B1 - YVT Barn - Failing Beam Replacement (by 2KS Consulting) Total For all YVT Tasks = Total = $22,770.00 William ()Douglas Trail Tasks: TASK W1 - Prelim. + PS&E for Cowiche Bridge/Trail (by 2KS Consulting) (Alt. 2) TASK W2 - Cowiche Bridge Hydraulics Background Investigation (by Otak) Total For all WOD Tasks TOTAL CONTRACT FOR ALL TASKS = File 2KS-Consulting_Exhibit-C-Sup_080422.xls Page 4 of 4 $0 00 $0 00 $460 00 $3,105 00 $3,565.00 $4,065 00 $19,429 00 $2,466.45 $4,140.00 $30,100.45 $39,215.00 $500.00 $39,715.00 $96,150.45 Printed. 4/22/2008 Final Engineering Scoping Estimate 2KS Consulting PROJECT SUMMARY: Original Contract for Task 1 through 4: Supplement for Original Tasks 1 through 4: (Task 1) Yakima Trolley Barn Building & Crane (Task 2) Clean & Paint YVT Bridge (Task 3) Shared Crossing Between Existing Trusses (Task 4) Trail Approach Engineering to the YVT Bridge Total For all Orignal Tasks = Yakima Valley Trolley (YVT) Tasks: (Alt. 3) TASK T1 - Level 1 Scour Analysis for YVT Bridge (by Otak) TASK T2 - Level 2 Scour Analysis for YVT Bridge (by Otak) (Alt. 1) TASK T3 - Coordination of Otak Tasks (by 2KS Consulting) (Alt. 4) TASK B1 - YVT Barn - Failing Beam Replacement (by 2KS Consulting) Total For all YVT Tasks = Invoiced Coming Remaining thru with Budget Mar. '08 Apr. '08 Total = $22,770.00 $14,610.00 $0.00 $8,160.00 William O'Dou_glas Trail Tasks: TASK W1 - Prelim. + PS&E for Cowiche Bridge/Trail (by 2KS Consulting) (Alt. 2) TASK W2 - Cowiche Bridge Hydraulics Background Investigation (by Otak) Total For all WOD Tasks = TOTAL CONTRACT FOR ALL TASKS = File 2KS-Consulting_Exhibit-C-Sup_080422.xls $0.00 $0 00 $460.00 $3,105.00 $345.00 $3,105.00 $0.00 $0.00 $115.00 $0.00 $0.00 $0.00 $0 00 $0.00 $3, 565.00 $4,065.00 $19,429.00 $2,466.45 $4,140.00 $3,450.00 $4,001 15 $0.00 $1,495.00 $230.00 $115.00 $0 00 $0.00 $63.85 $0.00 $19,429.00 $0.00 $971 45 $3,910.00 $0.00 $30,100.45 $5,726.15 $3,910.00 $20,464.30 $39,215.00 $8,395.00 $2,300.00 $28,520.00 $500.00 $0.00 $500.00 $0.00 $39,715.00 $8,395.00 $2,800 00 $28,520.00 $96,150.45 Remaining Budget = $57,144 30 Page 1 of 1 Printed: 4/22/2008 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 2KS Consulting, Kevin B. Hinkley, PE, SE a company licensed to do business in Washington (hereinafter the "Engineer"). WHEREAS, the City of Yakima desires to engage the Engineer to perform professional engineering services to develop Plans, Specifications and an Estimate for the repair of the YVT building's crane rail beam and the west exterior wall. (hereinafter the "Project"). WHEREAS, the Engineer has the experience and expertise necessary to provide said independent engineering services and is willing to provide such services 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 the Engineer as follows: 1. Scope of Services. The Engineer to perfornl professional engineering services to develop Plans, Specifications and an Estimate for the repair of the YVT building's crane rail beam and the west exterior wall. The scope of services is described in more detail in attached and incorporated Exhibit "A." 2. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at midnight of December 31, 2008, or when the services authorized under this agreement are completed, whichever occurs first, unless terminated sooner by either party in accordance with Section 18. The Engineer shall proceed in a timely and diligent manner to provide all services required hereunder. 3. Consideration. The City shall pay the Engineer for services rendered hereunder in accordance with the payment schedule set forth in attached and incorporated Exhibit "B." Unless this Agreement is otherwise modified by the parties, the total compensation paid to the Engineer or all services provided udder this Agreement shall not exceed $19,399. The Engineer shall submit to the City monthly invoices itemizing tasks accomplished and percent completed to date. Upon receipt of said monthly invoice, the City shall make payment to the Engineer within thirty (30) calendar days; provided, however, that all payments are expressly conditioned upon the Engineer's providing services that are satisfactory to the City. The Engineer shall maintain adequate files and records to substantiate all amounts itemized on the monthly invoices. In the event that either party exercises its right to terminate this Agreement in accordance with Section 18, the Engineer shall be compensated in accordance with the above terms for all satisfactory services provided to the City up to the effective Agreement termination date. 4. Information Provided by the City. The Engineer shall provide guidance to the City in determining the data required for purposes of the contemplated services. The City agrees to use reasonable efforts to provide data and information specifically requested by the Engineer. 5. Status of Engineer. The Engineer and the City understand and expressly agree that the Engineer is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer, and/or agent of Engineer shall act on behalf of or represent him or herself as an agent or representative of the City. The Engineer, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The Engineer expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The Engineer and its officers, employees, volunteers, agents and/or subcontractors 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 the Engineer and the City. 6. Inspection and Audit. The Engineer shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid 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 the Washington State Auditor at all reasonable times, and the Engineer shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or the Washington State Auditor where necessary to conduct or document an audit. The Engineer shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 7. Taxes and Assessments. The Engineer shall be solely responsible for compensating its employees, agents, and/or subcontractors 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, the Engineer shall pay the same before it becomes due. 8. Nondiscrimination Provision. D'u'ring the, performance of this Agreement, the Engineer 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. The Americans with Disabilities Act. The Engineer shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil nghts to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services, and telecommunications. 10. Compliance with Law. The Engineer agrees to perform those 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. 11. No Conflict of Interest. Engineer covenants that neither it nor its employees 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. The Engineer further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 12. No Insurance. It is understood the City does not maintain liability insurance for the Engineer and its officers, directors, employees and agents. 13. Indemnification. a. The Engineer agrees to hold harmless, indemnify, and defend the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the Engineer, its officers, agents, employees or subcontractors in connection with or incidental to the performance or non-performance of this Agreement. b. In the event that both the Engineer and the City are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). c. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the Engineer's immunity under Washington's Industnal Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a fall and compete inden-i pity of claims made by the Engineer's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 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. e. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 14. Insurance Provided by Engineer. a. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each wrongful act 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 the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The insurance coverage shall remain in effect during the teiiii of this Agreement and for a minimum of three (3) years following the termination of this Agreement. b. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 reduce in limits 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. c. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Engineer 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) per occurrence/aggregate limit bodily injury and property damage. 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. 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 reduce in limits 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. d. Insurance Provided by Subcontractors. The Engineer shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 15. Delegation of Professional Services. The services provided for herein shall be performed by the Engineer, and no person other than regular associates or employees of the Engineer shall be engaged upon such work or services except upon written approval of the City. 16. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by the Engineer 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 the Engineer stated herein. 17. Waiver of Breach. A waiver by either party hereto of a breach by 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. 18. Termination. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination ten (10) calendar days prior to the termination date. 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. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: Brett H. Sheffield, P.E. Chief Engineer 129 North Second Street Yakima, WA 98901 TO ENGINEER: Kevin B. Hinkley, PE, SE 2KS Consulting 420 222ND AVE NE Sammamish, WA 98074 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. 21. Third Parties. The City and the Engineer are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any nght or benefit, whether directly or indirectly or otherwise, to third persons. 22. Drafting of Agreement. Both the City and the Engineer have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its tennis and conditions are being interpreted and/or enforced. 23. Integration. This written document constitutes the entire Agreement between the City and the Engineer. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. CITY OF YAKIMA By: Date: �0 ATTEST: 2KS CONSULTING, KEVIN B. HINKLEY, PE, SE City Manager ff / i2nu/y City Clerk City Contract No. «' City Resolution No. By: Date: Kevin B. Hinkley, PE, SE, Owner E /26,/o,9 979 CONTRACTS Contract Title Professional Services Agreement Contracting Party 2KS Consulting Purpose Develop plans, specifications and an estimate for the repair of the YVT building's crane rail beam and the west exterior wall. Originating Division Engineering Staff Liaison Brett Sheffield Amendments Effective Date Eff. Date Explanation Execution - sent for signature 8/22/08 Expiration Date 12/31/2008 Exp. Date Explanation Dollar Amount 13,399.00 Dollar Amt Explanation NTE Contract ID 2008-104 Resolution ID 2006-87 Insurance (yes/no) Insurance Expires Insurance Name File Location No. C 08 101 Archive Info Comments EXHIBIT "A" Scope of Services: The Engineer (2KS Consulting) Engineer to perform professional engineering services to perform PS&E engineering design services for the YVT building's crane rail beam and west exterior wall of the building (Task B2) is to be performed for the project as described below: TASK B2 - PS&E for YVT Building - Failing Crane Rail Beam Replacement Professional engineering services performed by the Engineer will be for the replacement of the failing crane rail beam and the repair of the west wall that is temporary braced for the Yakima Valley Transit (YVT) building. This task will consist of incorporating the design and plans created in the previous Task B1 for the design of a new beam and shoring design for the existing crane during construction. The PS&E engineering will be completely re -presented on the plan sheets for the following anticipated contractor activities that will occur: 1 Determine the working nature of the existing crane. 2. Shore the crane up from the crane rail to prevent further splitting of the beam, and to allow for replacement of the existing beam. 3, Remove the crane rail in the vicinity of the failing beam. 4. Replace the existing beam with a new beam similar in size. 5. Replace the crane rail in the vicinity of the new replaced beam. 6. Remove the shoring from the existing crane. 7. Test the existing crane by moving from building end to building end. This task will also include thc PS&E engineering design for thc removal and replacement of the west side of the existing building's temporary bracing system, and it is anticipated that the following contractor activities that will occur: 1. Replace the existing pilasters on the exterior of the building with new pilasters constructed of reinforced concrete. 2. Form the pilasters with the existing pilaster members, or similar wood grain material to give the concrete pilasters a wood texture. 3. Stain the concrete dark brown the match the color of the existing pilasters. 4. Tie the crane rail, rubble sandstone wall, and top portion of the brick wall to the pilasters. 5. Add a concrete waler beam at the interface between the rubble sandstone wall and the top portion of the brick wall to tie each pilaster together. Form and color similar to concrete pilaster. The above engineering design services are based on the recommendations from the Existing Condition and Feasibility report for the building, dated February 25, 2008 by 2KS Consulting. The PS&E will include 1 kick-off meeting, 1 electronic submittal of half-size 60% plans and estimate with specification outline, and 1 electronic submittal of half-size 100% plans and estimate with specifications. In order to determine geotechnical design recommendations for the project, 2KS Consulting has obtained Shannon & Wilson, Inc.. Each task will be completed by Kevin B. Hinkley, PE, SE a licensed Structural and Civil Engineer with 2KS Consulting as well as subconsultant services herein by Shannon & Wilson, Inc. in the timeframe allotted by the City and shall begin following written authorization to proceed. Work performed shall be completed in a professional workmanlike manner. A detailed list for each task and level of effort is defined in Exhibit C -Supplement. EXHIBIT "B" BILLING RATES FOR 2008 Personnel Hourly Rate 2KS Consulting Registered Professional Structural Engineer (PE, SE) $115 Shannon & Wilson, Inc. (see Table 1 from attached scope of work) Final Engineering Scoping Estimate 2KS Consulting EXHIBIT "C- Supplement" ENGINEERING DESIGN SERVICES for PS&E for the Yakima Valley Transit (YVT) Building Repairs Task DESCRIPTIONS EST. Hourly TOTAL HOURS Rate 1 Engineering Design 24 $115 $2,760 2 Coordination with Geotech 8 $115 $920 3 Plan Production : Update Existing Drawings (beam replacement) 6 $115 $690 New Plan Sheets 56 $115 $6,440 4 Quantities & Engineer's Estimate 8 $115 $920 5 Specifications 30 $115 $3,450 Total Hours = 132 Anticipated Drawings Total 2KS Consulting Fee = $15,180 Drawing DESCRIPTIONS EST. HOURS Cover 4 B1 General Building Layout & Notes 2 <-- Update / Revise Existing Sheets B2 Beam - Replacement Elevation & Details 2 <-- Update / Revise Existing Sheets B3 Beam - Construction Sequence Plan & Layout 2 <-- Update / Revise Existing Sheets B4 Wall Repair - Plan & Elevation 8 B5 Wall Repair - Foundation Plan 8 B6 Wall Repair - Typical Section & Details 12 B7 Wall Repair - Reinforcement Details 12 B8 Wall Repair - Architectural Finish Details 12 Total Hours = 62 File 2KS-Consulting_Exhibit-C_080811.xis Page 1 of 1 Printed 8/11/2008 -W SHANNON iWILSON, INC. GEOTECHNICAL AND ENVIRONMENTAL CONSULTANTS August 11, 2008 2KS Consulting 420 222nd Avenue NE Sammamish, WA 98074 Attn: Mr. Kevin Hinkley, P.E., S.E. RE: PROPOSAL FOR GEOTECHNICAL STUDY, YAKIMA VALLEY TRANSIT BUILDING RETROFIT, YAKIMA, WASHINGTON, ALASKA CALIFORNIA COLORADO FLORIDA MISSOURI OREGON WASHINGTON As requested by you on August 4, 2008, we are pleased to submit our proposal for a geotechnical study for the retrofit of the Yakima Valley Transit Building located in Yakima, Washington. We understand that the building requires a new lateral bracing system to support the west wall of the building and a repair of the overhead crane rail inside the building. Geotechnical studies are required to estimate allowable bearing pressures of spread footing that would be required to support the proposed new pilasters and for the bearing pad for the scaffolding that would provide temporary support of the overhead crane during the repair of the crane rail. This proposal presents our proposed scope of services and cost estimate for the associated geotechnical work required for the selected rehabilitation of the building. SCOPE OF SERVICES The proposed scope of work includes: (1) Retain a mini -excavator to excavate three test pits. We assume that the City of Yakima will provide assistance to facilitate access to the test pit locations. (2) Supervise and log the subsoil conditions for three test pit excavations at the project site, one inside the building and the other two on the west side of the buildings. 400 NORTH 34TH STREET • SUITE 100 PO BOX 300303 SEATTLE, WASHINGTON 98103 206.632.8020 FAX 206.695.6777 TDD 1.800.833.6388 www shannonwilson corn 21-3-51811-001 2KS Consulting Attn: Mr. Kevin Hinkley, P.E., S.E. August 11, 2008 Page 2 SHANNON iWILSON, INC, (3) Collect samples for laboratory identification and index property testing including two grain size analysis tests. (4) Perform a bearing capacity analysis based on estimated soil parameters and recommend an allowable bearing pressure for the seating of the scaffolding that would temporarily support the 20 -ton crane inside the building. (5) Perform a bearing capacity analysis based on estimated soil parameters and recommend an allowable bearing pressure for spread footings that would support the proposed new pilasters along the west wall. (6) Prepare a letter report presenting the results of field exploration, subsurface conditions, and our recommendations. ESTIMATED Cosi Our estimated cost for performing the above listed tasks is $4,219. Table 1, enclosed, provides the breakdown of our hours and estimated cost. We agree not to exceed this amount without your prior authorization. SCHEDULE Shannon & Wilson, Inc. is prepared to begin work within one week after your authorization. Preliminary engineering recommendations would be provided to you as they are developed. We will prepare a letter geotechnical report presenting the results of test pit excavations, laboratory tests, and recommendations to summarize the findings within two weeks after completing the field explorations and laboratory work. Shannon & Wilson, Inc. has prepared the enclosed "Important Information About Your Geotechnical Proposal" to assist you and others in understanding the use and limitations of our proposal. 21-3-51811-001-L1.doc/wp/CLP 21-3-51811-001 2KS Consulting Attn: Mr. Kevin Hinkley, P.E , S.E. August 11, 2008 Page 3 SHANNON F&WILSON, INC. If you have any questions regarding this proposal, please contact me at (206) 695-6878. Sincerely, SHANNON & WILSON, INC. Ming -Fang Chang, P.E. Associate MFC:JW/mfc Enclosures: Table 1 — Hour Estimate for Shannon & Wilson, Inc. Important Infoimation About Your Geotechnical Proposal 2 1-3-5 181 1-001-LLdoc/wp/CLP 21-3-51811-001 SHANNON & WILSON, INC. TABLE 1 YAKIMA VALLEY TRANSIT BULLDING GEOTECIINCIAL INVESTIGATION FOR BUILDING AND CRANE RETROFITS HOUR ESTIMATE FOR SHANNON & WILSON, INC. SUMMARY Labor Classification Hours Hourly Rate Estimated Cost Total Project Principal 2 $75.30 $151 Senior Associate 0 $44.23 $0 Associate 11 $41.00 $451 Sr. Prin./Pnncipal Prof. 0 $35 41 $0 Senior Professional 0 $29 84 $0 Professional III/IV 10 $29.03 $290 Professional1/II 0 $23.85 $0 Senior Drafter/Tech. 2 $26.38 $53 Drafter/Technician 0 $18.72 $0 Administration 0 $29.21 $0 Clerical 1 $23.75 $24 Total Hours Total Direct Salary Cost (DSC) Overhead Cost (OH) ( 193.100%) Fixed Fee (FF) [30.00% of (DSC)] 26 Reimbursables Mini -Excavator Laboratory Sample Handling Particle Size Test Mileage Reproduction $968 $1,870 $290.52 Total Labor (DSC+OH+FF) $110/Hour 6 Hours $660 $5/Box 1 Box $5 $110/Test 2 Tests $220 $0.585/Mile 300 Miles $176 $30 Lump Sum $30 $3,129 Total Reimbursable Costs $1,091 Total Shannon & Wilson Estimated Fee $4,219 21-3-51811-L1-T.xls 21-3-51811-001 GRANT MANAGEMENT SERVICES AGREEMENT THIS GRANT MANAGEMENT SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City"), and Cowiche Canyon Conservancy, a Washington non-profit 501(c)3 corporation (hereinafter "CCC"). WHEREAS, the City requires grant management services regarding several grant projects related to the William O. Douglas trail; and WHEREAS, the CCC represents that it has the expertise necessary and is willing to perform the grant management 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 CCC as follows: 1. Scope of Services. The CCC shall provide the City with grant management services associated with several grant projects for which the City is currently under contract with public agencies. A general description of the anticipated grant management tasks is attached hereto as Exhibit "A" and incorporated herein by this reference. The CCC shall provide said grant management services to the City through a series of mutually agreed task orders that shall become a part of this Agreement. Specifically, prior to commencement of any services, the City and the CCC shall mutually agree upon and execute a task order for the specified services. Each task order shall describe the following items: the services to be provided, the time of performance for the services, the fee for the services and any provisions additional to this Agreement. The grant management services may include, but are not limited to, the services listed on general project description and draft task orders attached hereto as Exhibit A. However, execution of this Agreement does not obligate either party to provide or accept any services listed in Exhibit A until the parties have mutually agreed upon and executed a specific task order for the services. 2. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at the time of completion of all services/tasks required hereunder unless the Agreement is earlier terminated by either party under Section 19 of this Agreement. The CCC shall provide such services as are described on executed task orders in accordance with the time schedule set forth in Exhibit A. The CCC shall proceed with such services in a timely and diligent manner, but shall not be responsible for delays caused by others beyond the CCC's control or which could not have been reasonably foreseen by the parties at the time the respective task order was executed. Grant Management Services Agreement Pavy 1 of Fi 3. Compensation. a. Fees for Services. For each specified task order executed by the parties, the CCC shall be paid for such services on a time spent basis in accordance with the fee schedule in Exhibit A and incorporated herein by this reference. Said fee schedule is subject to revision by the CCC not sooner than one (1) year after execution of this Agreement, and no more than once each year thereafter. b. Maximum Fee for Services. Each executed task order shall describe the maximum fee to which the CCC shall be entitled to under that task order. The maximum fee shall represent the best estimate of the parties of the maximum cost of the CCC's services specified in that task order. Unless this agreement is otherwise modified by the parties, the total compensation paid to the CCC for all services provided under this Agreement shall not exceed $ , 9 c c. Renegotiation of Maximum Fee. The CCC reserves the right to renegotiate the maximum fee specified in a particular task order if the scope of services in the task order is changed by the City, or if conditions beyond the control of the parties shall cause the CCC to incur additional costs and expenses in providing the services required under the task order. In either event, the CCC shall promptly notify the City in writing of the anticipated additional fees or reduction of fees. Thereafter, and unless otherwise agreed by the parties, the CCC shall not proceed with the modified/changed services until the parties agree in writing to a renegotiated maximum fee for that task order. d. Payment of Compensation. CCC shall submit monthly invoices to the City. Said invoices shall itemize all services rendered during the preceding monthly period. The City shall make payment to the CCC within thirty (30) calendar days of receipt of the invoice. All payments are expressly conditioned upon the CCC providing services hereunder that are satisfactory to the City. e. Payment in the Event of Termination. In the event that either party terminates this Agreement under Section 19, CCC shall be compensated in accordance with the above terms for all satisfactory completed services provided to the City up to the effective termination date. f. Maintenance of Financial Records/Documents. The CCC shall make the cost records, accounts and related financial documents pertaining to this Agreement available for inspection by representatives of the City during the term of this Agreement and for a period of six (6) years following the final payment to the CCC by the City. In the event that any audit or inspection identifies any discrepancy in such financial records, the CCC shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. Grant Management Services Agreement Paaa7 nfFi 4. Inspection and Audit. CCC shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid 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, and CCC shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or of the Washington State Auditor where necessary to conduct or document an audit. The CCC shall preserve and make available all such books of account and records for a period of six (6) years after final payment under this Agreement. 5. Ownership of Documents. All reports, evaluations and data prepared or obtained by the CCC pursuant to this Agreement shall be the property of the City upon payment being made by the City to the CCC in accordance with Section 3 of this Agreement. The CCC shall provide the City with electronic originals and/or reproducible copies of such documents in accordance with the respective task order, or when requested by City representatives. The CCC does not intend or represent that such documents are suitable for reuse by the City or others on extensions of this project or with regard to any other project. Any such reuse without the written permission of the CCC shall be at the City's risk. 6. Information to be provided by the City. The City shall provide the CCC with access to all information at its disposal that is pertinent to the site of project area, including but not limited to previous reports, drawings, plats, surveys, utility records, and other similar data. Absent specific written direction to the contrary, the CCC shall be entitled to rely upon the completion and accuracy of such documentation. 7. Independent Contractor Status of CCC. CCC and the City understand and expressly agree that CCC is an independent contractor in the performance of each and every part of this Agreement. CCC, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the work/services required under this Agreement. CCC, as an independent contractor, shall have the sole judgment of the means, mode or manner of the actual performance of work/services required under this Agreement. Additionally, and as an independent contractor, the CCC 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 CCC and or any officer, employee, or agent of CCC and the City. 8. Taxes and Assessments. CCC 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 Grant Management Services Agreement Paue 1 of fi 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, CCC shall pay the same before it becomes due. 9. Nondiscrimination Provision. During the performance of this Agreement, CCC 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. 10. Compliance With Law. CCC 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. 11. No Insurance. It is understood the City does not maintain liability insurance for CCC or its employees and subcontractors. 12. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by CCC 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 CCC stated herein. 13. No Conflict of Interest. CCC 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. CCC further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 14. Severability. A. If a court of competent jurisdiction holds any part, term, or provision of this Agreement to be 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 to be 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 and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision. Grant Management Services Agreement Paue 4 of C. Should the City determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, the City may, in its sole discretion, terminate that Agreement. 15. Third Parties. The City and the CCC are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 16. Drafting of Agreement. Both the City and CCC have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 17. Integration. This written document constitutes the entire agreement between the City and CCC. 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. 18. 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. 19. Termination. The City or CCC may terminate this Agreement, with or without cause, by giving the other party thirty (30) calendar days written notice of termination. 20. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: Grant Management Services Agreement Paan 5 of (, TO CITY: TO CCC: City Engineer 129 N. 2nd St. Yakima, WA 98901 Cowiche Canyon Conservancy P.O. Box 877 Yakima, WA 98907 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. 21. Governing Law. This Agreement 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 Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA COWICHE CANYON CONSERVANCY By: l A0"1MPnn l X1'��Orw R. A. Zais,Tr., Title �v2S City Manager City Contract No. 02048' //& Grant Management Services Agreement Paan 6 of 6 992 CONTRACTS Contract Title Grant Management Services Agreement Contracting Party Cowiche Canyon Conservancy Purpose Provide grant management services - Wm O. Douglas Trail Originating Division Engineering Staff Liaison Doug Mayo Amendments Effective Date 10/10/2008 Eff. Date Explanation Expiration Date Exp. Date Explanation Completion Dollar Amount Dollar Amt Explanation Contract ID 2008-116 Resolution ID R-2006-87 Insurance (yes/no) Insurance Expires Insurance Name File Location No. C 08 011 Archive Info Comments City of Yakima WOD Trail RCO Projects Cowiche Canyon Conservancy Project Management Services Exhibit A -Scope of Work and Estimated Budget Cost Task Executive Director Project Manager Tech Support Expenses Estimated cost Manage grant project files 20 40 $2,140.00 Develop schedule and budget worksheet for each RCO project 20 20 $2,100 00 Maintain Match Schedule (source, amount, timing) 20 10 $1,600.00 Arrange for preparation of project area maps 10 10 10 $200 00 $1,510.00 Communication with funding agency project managers 30 10 $200 00 $2,350 00 Track project costs and support documentation 15 15 40 $2,615 00 Review and monitor progress of each project 20 20 $2,100.00 Coordinate project work elements with City staff and consultants 20 20 $2,100.00 Prepare monthly progress reports and meet with City to review 20 10 $1,600 00 Submit monthly invoices for reimbursement to funding agencies 20 20 $1,620.00 Maintain reimbursement request files for each project 25 10 40 $2,915.00 Other Project Administration and project meetings 25 15 20 $200 00 $2,845 00 Total six-month estimate costs 245 140 170 $600.00 $25,495.00 Exhibit B - Hourly Rates Personnel Exec Director Project Mgr. Tech Support Hourly rate $55 00 $50 00 $26.00 City of Yakima 2006/2007 Consultant Statement of Qualifications Submittal Form Name of Consulting Firm Cow t.CArtAe C.,0111 / 1 6-14_ v- cy 1�, a-0 87-7 Address City/State/Zip Code Y61,,vvv,.., IAA 1 i c1(?`7 Telephone No. 509 7,4 0 506 (a 5 Fax No. E-mail Address f1'J tale C.Avl e 11mat`t C.p Contact Person VAN b G 10 Ott sa_e cd-L3L�� C,p;y� 0y5 Total Number of Staff at this Location Location of Corporate Headquarters l G,ktv`vt!/n W \ Please check the appropriate discipline(s) which most closely describe your firm's area(s) of expertise. If none is appropriate, please check "other" and describe your specialty in the space provided. PLEASE SUBMIT THIS FORM INDICATING DISCIPLINE(S) CLAIMED: Architectural Financial Assessment Environmental (General) Environmental/Biological Site Assessment Environmental Contamination Evaluation Environmental Document Preparation Asbestos Abate Process Risk Management Storm Water Management Water Engineering Air Emission Monitoring Materials Testing Surface/Ground Water Monitoring Personnel Studies ❑ Electrical Engineering ❑ Geo Technical Engineering ❑ Traffic Engineering O Civil (General) ❑ Sanitary Engineering ❑ Streets/Road Design ❑ Construction Management ❑ Telecommunication Engineering ❑ Traffic Signal O Transportation Planning ❑ Right -of -Way Appraisal ❑ Planning ❑ Survey ❑ Geographic Information Systems Other Related Fields GYemi Oka Iv%vi1S4rG i.19 -K DBE Certified YES MBE Certified YES WBE Certified YES fPro3e. Auk vv ❑ NO O NO ❑ NO 0 0 0 0 0 0 0 ❑ 0 0 0 ❑ rx This form must be submitted with your Statement of Qualifications and Resumes from those individuals who will be involved with projects. Qualifications are not to exceed 5 pages. Total pages are not to exceed 20 pages including resumes. This form will be kept on file for future use in selection of Consultants. October 7, 2008 Ms. Barb Gilbert Cowiche Canyon Conservancy P.O. Box 877 Yakima WA, 98907 Re: Grant Administration Agreement The City of Yakima has the need for assistance in administrating several programs and projects all interrelated to the William O. Douglas Trail. Duties may include, but not be limited to, advertising, billings for reimbursements, communications, correspondence, meetings, progress reports, public hearings, shipping and mailings, and site visits including travel. In accordance with city policy and RCW 39.80, we have selected your firm from our City of Yakima Consultant Roster and wish to commence negotiation toward an Agreement. Please contact me at your earliest convenience to discuss further details of this project. _.._Sincerely, - x--) Douglas Mayo P. E. City Engineer • Home • About Us • Our Projects • Trails & Access • Membership & Support • Working With Us • Trail Monitoring Home http://www.cowichecanyon.org/ About Us Members of the Cowiche Canyon Conservancy are people who appreciate the natural resources of our area and are determined to preserve precious areas for future generations. The organization has a Board of Directors who lead the effort. The history of the Cowiche Canyon Conservancy is one of vision and tenacious cooperation. The beauty and integrity of the natural landscape is our inspiration. The mission of the Cowiche Canyon Conservancy is to promote a healthy future for our community by conserving our heritage of open space, scenic vistas, and riparian corridors from Yakima to the Cascade foothills with connected recreation trails and natural landscapes. A non- profit membership organization, CCC is particularly dedicated to preserving, enhancing and maintaining the essential features of shrub -steppe and riparian terrain within the Cowiche Creek and Naches River watershed areas in the Yakima Valley region of Washington State, including the Cowiche Canyon, its adjacent undeveloped uplands, and Snow Mountain Ranch. Lands preserved by Cowiche Canyon Conservancy are a key component of a trail that is envisioned to stretch from Yakima to Mount Rainier (Tahoma). CCC is working in close partnership with the William O. Douglas Trail Foundation and others to accomplish this vision. The conservancy manages public use of the area consistent with its capacity as a natural area. Public access is via an unpaved trail system. None of the following are allowed in Cowiche Canyon Conservancy lands: • motorized vehicles • livestock grazing • fires • camping • hunting or firearms • roads • man made dams • construction of buildings • mining, drilling or other ground disturbing activities Please report any activities that do not comply with our stated management practices. F E( O,\4E A MEMBER WL INV! l L 1()l. ICS ((.)IN We are a member -driven organization and completely reliant on our members, volunteers, and partners to accomplish our goals. If you are not already a member of the Cowiche Conservancy - and you believe in our mission - we invite you to join us in this work by becoming a member today. Cowiche Canyon Conservancy P.O. Box 877 Yakima, WA 98907 Local Agency Standard Consultant Agreement Consultant/Address/Telephone Widener and Asssociates 10108 32nd Avenue W, Suite D Everett, WA 98204-1302 Phone: (425) 348-3059 Fax: (425) 348-3124 ►� Architectural/Engineering Agreement ❑ Personal Services Agreement Agreement Number Project Title And Work Description Yakima Valley Transportation Company Trolley Barn rehabilitation. This consultant agreement provides for the coordination and preparation of the environmental documentation required to secure construction funds for the project. Federal Aid Number STPE-1485(019) Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ % ►� Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method DBE Participation % % ❑ Yes ►5 No ►i4 Actual Cost ❑ Actual Cost Not To Exceed Federal ID Number or Social Security Number 58-2590500 ❑ Fixed Overhead Rate 150 % Do you require a 1099 for IRS? ❑ Yes ►Zi No Completion Date December 31, 2009 Fixed Fee $ 1,072.20 ❑ Specific Rates Of Pay ❑ Negotiated Hourly Rate ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Total Amount Authorized $ Management Reserve Fund $ Maximum Amount Payable $ 9,920.40 9,920.40 Index of Exhibits (Check all that apply): ® Exhibit A-1 Scope of Work ❑ Exhibit A-2 Task Order Agreement ❑ Exhibit B-1 DBE Utilization Certification ❑ Exhibit C Electronic Exchange of Data ❑ Exhibit D-1 Payment - Lump Sum ❑ Exhibit D-2 Payment - Cost Plus ❑ Exhibit D-3 Payment - Hourly Rate ❑ Exhibit D-4 Payment - Provisional ® Exhibit E-1 Fee - Lump/Fixed/Unit ❑ Exhibit E-2 Fee - Specific Rates ® Exhibit F Overhead Cost ❑ Exhibit G Subcontracted Work El Exhibit G-1 Subconsultant Fee THIS AGREEMENT, made and entered into this ❑ Exhibit G-2 Fee -Sub Specific Rates 0 Exhibit G-3 Sub Overhead Cost 0 Exhibit H Title VI Assurances 0 Exhibit I Payment Upon Termination of Agreement ❑ Exhibit J Alleged Consultant Design Error Procedures 0 Exhibit K Consultant Claim Procedures 0 Exhibit L Liability Insurance Increase ❑ Exhibit M -la Consultant Certification ❑ Exhibit M -lb Agency Official Certification ❑ Exhibit M-2 Certification - Primary ❑ Exhibit M-3 Lobbying Certification ❑ Exhibit M-4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page between the Local Agency of City of Yakima day of , Washington, hereinafter called the "AGENCY" , and the above organization hereinafter called the "CONSULTANT". DOT Form 140-089 EF Revised 3/2008 Page 1 of 8 FJ WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1 General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. I1 Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/MIWBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE fine they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2of8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub -Contracting The AGENCY permits sub -contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub -consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub -consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub -consultant shall be substantiated in the same manner as outlined in Section V. All sub -contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub -contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub -consultant is required to perform a minimum amount of their sub -contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a fmal payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no fmal payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4of8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY fmd it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be fmal and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before fmal payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Br R 1 Consultant Widener and Associates DOT Form 140-089 EF Revised 3/2008 By Agency City of Yakima Page 8 of 8 CITY CONTRAC T NO RESOLUTION NO• ' )` Gl, (t —11.7 Exhibit A-1 Scope of Work Project No. STPE-1485(019) 1 Collect available documentation concerning the prosect activities, plant species data, and other pertinent bioto' cal and desi' information based on previous work that has been completed 7 lin cooperation with WSDOT and SHPO, develop a rehabilitation strategy that maintains the structural interity of the building and provides for implementation of the final plan '3 Complete the Section 106 report and revise as appropriate based on SHPO comments 4 Complete a draft FCS and resubmit to the City for review 5 Revise the ECS per City comments and submit to WSDOT 6 Respond to WSDOT's comments on the RCS and coordinated its approval Documents To Be Furnished By The Consultant 1/•i . . as - -••r • . •u i'• •1 1-1 2 1 • 7. Rnildingiehahilitation Plan '3 Fxeciitive order 106 Report 4 FCS DOT Form 140-089 EF ExhibitA-1 Revised 6/05 Exhibit E-1 Consultant Fee Determination - Summary Sheet (Lump Sum, Cost Plus Fixed Fee, Cost Per Unit of Work) Project: Yakima Valley Transportation Company Trolley Barn rehabilitation. Direct Salary Cost (DSC): Classification Man Hours Hata_ = Cost Project Manager 38.0 X 50.00 $ 1,900.00 Project Biologist 53.0 X 31.00 1,643.00 X X X X X X X Total DSC = $ 3,543.00 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 150 % x $ 3,543.00 5,314.50 Fixed Fee (FF): FF Rate x DSC of 30 % x $ 3,543.00 1,062.90 Reimbursables: Itemized Subconsultant Costs (See Exhibit G): Grand Total 9,920.40 Prepared By: Brett Sheffield DOT Form 140-089 EF Exhibit E-1 Revised 6/05 Date: March 5, 2009 Exhibit F Breakdown of Overhead Cost Account Title $ Beginning Total % of Direct Labor Direct Labor 3,574.00 100.00% Overhead Expenses: FICA 483.92 13.54% Unemployment Health/Accident Insurance 75.77 2.12% Medical Aid & Industrial Insurance HolidayNacation/Sick Leave 164.40 Commission/Bonus/Pension 610.08 17.07% Total Fringe Benefits 1,334.17 37.33% General Overhead. State B&O Taxes 201.57 5.64% Insurance 268.76 7.52% Administration & Time Not Assignable 768.05 21.49% Printing, Stationery & Supplies 180.13 5.04% Professional Services 631.53 17.67% Travel Not Assignable 493.93 13.82% Telephone & Telegraph Not Assignable 134.38 3.76% Fees, Dues & Professional Meetings 93.64 2.62% Utilities & Maintenance 67.55 1.89% Professional Development Rent 344.53 9.64% Equipment Support Office, Miscellaneous & Postage 842.75 23.58% Total General Overhead 4,026.82 112.67% Total Overhead (General + Fringe) 5,360.99 150.00% Overhead Rate (Total Overhead / Direct Labor) 150.00% DOT Form 140-089 EF Exhibit F Revised 6/05 CITY OF YAKIMA SPECIAL USE AUTHORIZATION Name of Applicant: Mid -Columbia Fisheries Enhancement Group Address: P.O. Box 1271, White Salmon, WA 98672 Name of Applicant: Address: Phone: 509-281-1322 Name of Person in Charge: _Margaret Neuman Address: same as above Phone: Phone: Purpose of Authorization: _orchard removal and weed treatment Location of Event: Lamas property (see below) Date(s) of Event: May 14 or after for orchard removal. Weed treatment will occur during May, June, and July. We will be in contact with the city regarding the final schedule. Time of Event: Start/ End/ PURPOSE: This Special Use Authorization allows the above -identified organization(s) to proceed with tree removal and weed control on the property acquired by the City from Mr. Lamas adjacent to the Cowiche Creek (Yakima County tax parcels number 181308-33001, 181317-22001, and 181317- 22003). The organization and its members are responsible for conducting all aspects of the tree removal and weed control in a safe manner and conform to best practices for such removal including use and operation of equipment, removal of trees and debris, safeguards to ensure members of the public and members of the organization are not exposed to any danger from the operations whether from the use of equipment, removal of trees and debris or any other aspect of the use of the property. The organization and its members are responsible for supervising the conduct of the operation, including the activities of its members at the site, whether participating in the tree removal, weed control, or taking part in any other capacity or in attendance. In signing this authorization, the organization and its members accept the risks involved in the tree removal and weed control on the property and hereby waive any claim they may otherwise have against the City arising from the tree removal and weed control and associated activities. This Special Use Authorization is subject to the conditions specified in this Special Use Authorization regarding Liability Insurance Requirements and a Hold Harmless Agreement. LIABILITY INSURANCE REQUIREMENTS: The applicant(s) shall file with the City of Yakima evidence of commercial general liability and umbrella insurance coverage with the City of Yakima, and its officers, employees, and agents named as additional insured parties and affording death, personal injury and property damage liability coverage in the amount not less than One Million Dollars. The following language shall appear on the Certificate of Liability Insurance: "The City of Yakima, its agents, employees, and elected and appointed officials are included as additional insureds." The Certificate of Liability Insurance is attached to this application. 1 and otherwise hold harmless the City of Yakima and its officers, employees and agents, from any and all claims or liability arising from the City of Yakima's grant of permission for, or the actual conduct of, the tree removal and all related activities. LIMITATION: This Special Use Authorization applies only to the organization and its members and does not confer any authorization, approval, permission, acceptance or right of any kind for any other organization or individual. Signature of Applicant 1: Mv/ Date: VI Up 1 Signature of Applicant 2: Date: Application Approved: R. A. Zais, Jr. City Manager CITY CONTRAC f NO: RESOLUTION NO: DougaM yo, Ci Engine 7 Dater\"\ \ Date: 5 CONTRACT THIS AGREEMENT, made and entered into in triplicate, thisaday of [ , 2009, by and between the City of Yakima, hereinafter called the Owner, and Long Painting Company, a Washi gton Corporation, hereinafter called the Contractor. WITNESSETH. That in consideration of the terms and conditions contained herein and attached and made a part of this agreement, the parties hereto covenant and agree as follows. I. The Contractor shall do all work and furnish all tools, materials, labor and equipment for THE BID AMOUNT OF: $246,750.00 for Heritage Trails, Project No. 2167, all in accordance with, and as described in the attached plans and specifications and the 2008 Standard Specifications for Road, Bridge, and Municipal Construction 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 shall start within ten (10) days after the Notice to Proceed and shall be completed in Forty-five (45) working days. The first chargeable working day shall be the 11th working day after the date on which the City issues the Notice to Proceed. If said work is not completed within the time specified, the Contractor agrees to pay to the Owner the sum specified in the Standard Specifications for each and every day said work remains uncompleted after expiration of the specified time, as liquidated damages. The Contractors 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 for constructing 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. II. The City of Yakima hereby promises and agrees with the Contractor to employ, and does employ the Contractor to provide the materials and to do and cause to be done the above described work and to complete and finish the same according to the attached plans and specifications and the terms and conditions herein contained and hereby contracts to pay for the same according to the attached specifications and the schedule of unit or itemized prices hereto attached, at the time and in the manner and upon the conditions provided for in this contract. III. 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. IV. It is further provided that no liability shall attach to the City of Yakima by reason of entering into this contract, except as expressly provided herein. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed the day and year first herein above written. Countersigned. CITY OF YAKIMA thisoZB day of N.Uk7' 2009. City Mana City Clerk CITY CONTRAC r NO:�OQ RESOLUTION NO:� CONTRACTOR Long Painting WA Corporation Y By: r Johns isher 240 9 (Print Name) Its Vice President (President, Owner, etc.) Address 21414 68th Ave South Kent, WA 98032 125 _—mo o..,., icc,z4.1Str .., Eh. i0,7..G ( �. ., -6111 < ( 5 5-3 c5 Tuesday, July 14, 2009 Long Painting Company 21414 — 68th Ave South Kent, WA 98032 Re Heritage Trails — Yak YVT3 Bridge Restoration City Project No 2167 To Whom It May Concern The City Manager of the City of Yakima has authorized an award of the contract for the above referenced project to your company on the basis of your low bid submitted on July 10, 2009 in the amount of $246,750 00 This letter is official notification of the award of the contract to your company by the City of Yakima Enclosed is one set of the specifications, proposal and contract documents for your information Also enclosed are three copies of the contract and a performance bond form Please sign and return all copies of the contract form to this office, along with the fully executed performance bond and certificate of insurance, within ten (10) calendar days Your attention is directed to Section 1-07 18 Public Liability and Property Damage Insurance (APWA GSP) of the Construction Contract Specifications for coverage limits, additional insurance requirements and special ACORD form wording We have also included a Liability Certificate Checklist for you and your surety's convenience When these items have been approved, the City will execute the contract form and bind a signed contract, certificate, and proposal into contract document books The three completed hooks will be distributed to the City Clerk, City Engineer and Contractor Please contact Bruce Floyd, Construction Supervisor, of our office within ten (10) days of this date to schedule a pre -construction conference, and to discuss various forms and documentation that must be completed and turned into him at the Pre -construction Conference The Notice to Proceed will also be discussed at the Pre -construction Conference Bruce's office phone is 575-6138 For your information, we are enclosing a copy of the bid summary for this project. Sincerely, Douglas Mayo, P E City Engineer encl. cc: Bruce Floyd, Construction Supervisor Brett Sheffield, Project Engineer Susie Lorrance, Contract Specialist City Clerk Debbie Baldoz, Finance File WILLIAM O. DOUGLAS TRAIL USE, MAINTENANCE AND OPERATION AGREEMENT BETWEEN THE CITY OF YAKIMA, THE COWICHE CANYON CONSERVANCY AND THE WILLIAM O. DOUGLAS TRAIL FOUNDATION THIS TRAIL USE, MAINTENANCE AND OPERATION AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City") and the Cowiche Canyon Conservancy, a Washington non-profit 501(c)3 corporation (hereinafter "CCC"), and the William O. Douglas Trail Foundation ("Trail Foundation"), a Washington non-profit 501(c)3 corporation. WHEREAS, the City and Yakima County are the sponsors of the William O. Douglas Trail and are working with local, state and federal agencies, as well as citizen groups and other organizations, to develop the Trail to its full potential for the community; WHEREAS, the Trail has recreational, cultural, social and economic benefits that extend beyond the community to include the region, the State and the Nation; WHEREAS, the City requires maintenance and operation services for the Trail; and WHEREAS, the City anticipates development of a comprehensive plan for use, maintenance and operation of the Trail but an interim agreement is required at the present time; and WHEREAS, the CCC and the Trail Foundation represent that they have the required expertise and are willing to perform the use, maintenance and operation 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, the CCC and the Trail Foundation as follows: 1. William O. Douglas Trail. The William O. Douglas Trail ("Trail") is a linear pathway and associated property extending from downtown Yakima westward to Mt. Rainier National Park with portions owned and maintained by various public and private entities open to all types of non -motorized recreation use. This agreement is expressly limited to those segments of the Trail owned by or under the control of the City. 2. Scope of Services. The CCC and the Trail Foundation shall provide the City with the following services: A. The CCC and the Trail Foundation shall periodically inspect the Trail for purposes of evaluating and monitoring the Trail's condition; for ensuring the Trail is maintained in satisfactory condition affording broad public access; and, for enhancing public health and safety; B. The CCC and the Trail Foundation shall, in conjunction with evaluating and monitoring the condition of the Trail, take all necessary and prudent steps to maintain the Trail and this shall include removing any trees that block or interfere with the public's use and enjoyment of the Trail; filling in any holes that have developed; checking for any Page 1 of 6 William O. Douglas Trail Use, Maintenance and Operation Agreement hazards that have arisen; and, addressing any other public health or safety issues related to the condition of the Trail with the goal of maintaining it in a safe condition; C. The CCC and the Trail Foundation shall operate and maintain the Trail in compliance with local, state and federal law as well as the requirements of the funding agencies providing grants for the Trail; D. The CCC and the Trail Foundation shall confer with City staff on the condition of the Trail in a timely manner to address all necessary issues in the implementation of this Agreement and promptly advise City staff of any matters affecting the continued use, maintenance and operation of the Trail for the benefit of the public; E. The CCC and the Trail Foundation shall confer with local, state and federal agencies, and, where relevant, other entities (including public, private and non-profit organizations) to address all necessary issues in the implementation of this Agreement; and, F. The CCC and the Trail Foundation shall take all additional steps necessary to meet the requirements of this Agreement, including but not limited to the actions required to safeguard public health and safety in the use and enjoyment of the Trail. 3. Term. The term of this Agreement shall commence upon execution hereof and shall remain in effect unless the Agreement is terminated earlier by either party under Section 22 of this Agreement. The CCC and the Trail Foundation 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 the CCC and/or the Trail Foundation, or that were not reasonably foreseeable. 4. Maintenance of Financial Records and Documents. The CCC and the Trail Foundation shall make any necessary cost records, accounts and related financial documents pertaining to this Agreement available for inspection by representatives of the City during the term of this Agreement and for a period of three (3) years thereafter. In the event that any audit or inspection identifies any discrepancy in such financial records, the CCC and the Trail Foundation shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. 5. Inspection and Audit. The CCC and the Trail Foundation shall, as necessary, maintain books, accounts, records, documents and other evidence pertaining to costs 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, and CCC and the Trail Foundation shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or of the Washington State Auditor where necessary to conduct or document an audit. The CCC and the Trail Foundation shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 6. Ownership of Documents. All reports, evaluations and data prepared or obtained by the CCC and the Trail Foundation pursuant to this Agreement shall be the property of the City in accordance with Section 3 of this Agreement. The CCC and the Trail Foundation shall provide the City with electronic originals and/or reproducible copies of such documents in accordance Page2of6 William O. Douglas Trail Use, Maintenance and Operation Agreement with the respective task order, or when requested by City representatives. The CCC and the Trail Foundation does not intend or represent that such documents are suitable for reuse by the City or others on extensions of this project or with regard to any other project. Any such reuse without the written permission of the CCC and/or the Trail Foundation shall be at the City's risk. 7. Information Provided by the City. The City shall provide the CCC and the Trail Foundation with access to all information at its disposal that is pertinent to the site of project area, including but not limited to previous reports, drawings, plats, surveys, utility records, and other similar data. Absent specific written direction to the contrary, the CCC and the Trail foundation shall be entitled to rely upon the completion and accuracy of such documentation. 8. Independent Contractor Status of CCC and WODTF. The CCC, the Trail Foundation and the City understand and expressly agree that the CCC and the Trail Foundation are independent contractors in the performance of each and every part of this Agreement. The CCC and the Trail Foundation, as independent contractors, assume the entire responsibility for carrying out and accomplishing the work/services required under this Agreement. The CCC and the Trail Foundation, as independent contractors, shall have the sole judgment of the means, mode or manner of the actual performance of work/services required under this Agreement. Additionally, and as independent contractors, the CCC and the Trail Foundation and their 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 the CCC, the Trail Foundation and/or any officer, employee or agent of the CCC, the Trail Foundation and the City. 9. Liability Insurance Requirements. The CCC and the Trail Foundation shall file with the City of Yakima evidence of general liability and umbrella insurance coverage with the City of Yakima, and its officers, employees and agents named as additional insured parties and affording death, personal injury, and property damage liability coverage in the amount not less than Three Million Dollars. The following language shall appear on the Certificate of Liability Insurance: "The City of Yakima, its agents, employees, elected and appointed officials and authorized volunteers are included as additional insureds." 10. Hold Harmless Agreement. The parties mutually agree and promise to defend, indemnify and otherwise hold harmless each other, including their officers, employees and agents, from any and all claims or liability arising from the implementation of this Agreement. 11. Taxes and Assessments. The CCC and the Trail Foundation shall be solely responsible for compensating their 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, the CCC and the Trail Foundation shall pay the same before it becomes due. 12. Nondiscrimination Provision. During the performance of this Agreement, the CCC and the Trail Foundation 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, Page 3 of 6 William O. Douglas Trail Use, Maintenance and Operation Agreement 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. 13. Compliance With Law. The CCC and the Trail Foundation agree 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. 14. No Insurance. It is understood the City does not maintain liability insurance for the CCC and/or the Trail Foundation or its employees and subcontractors. 15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the CCC or the Trail Foundation 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 CCC and the Trail Foundation stated herein. 16. No Conflict of Interest. The CCC and the Trail Foundation 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. The CCC and the Trail Foundation further covenant that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 17. Severability. 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 is deemed inoperative and null and void insofar as it may conflict and is deemed modified to conform to such statutory provision. C. Should the City determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, the City may, in its sole discretion, terminate that Agreement. 18. Third Parties. The City, the CCC and the Trail Foundation are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 19. Drafting of Agreement. The City, the CCC and the Trail Foundation have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 20. Integration. This written document constitutes the entire agreement between the City, the CCC and the Trail Foundation. 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 Page 4 of 6 William O. Douglas Trail Use, Maintenance and Operation Agreement valid or binding upon either party unless such change or addition be in writing and executed by both parties. 21. 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. 22. Termination. The City, the CCC or the Trail Foundation may terminate this Agreement, with or without cause, by giving the other parties thirty (30) calendar days written notice of termination. 23. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: TO CCC: TO TRAIL FOUNDATION: City Engineer 129 N. 2nd St. Yakima, WA 98901 Cowiche Canyon Conservancy P.O. Box 877 Yakima, WA 98907 William O. Douglas Trail Foundation P.O. Box 877 Yakima, WA 98907 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. 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 Bv: R. A. Zais, r., City Manager DATE: � _.77- 0 1 William O. Douglas Trail Use, Maintenance and Operation Agreement COWICHE CANYON CONSERVANCY By: L.),/+ -7/s DATE: ' 2-6 UY Page 5of6 ATTEST: Deborah Moore, City Clerk City Contract No.Qe) 9 -jog William O. Douglas Trail Use, Maintenance and Operation Agreement WILLIAM O. DOUGLAS TRAIL FOUNDATION By: t DATE: Page 6of6