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HomeMy WebLinkAboutR-2006-176 Conley engineering, Inc. AgreementRESOLUTION NO. R - 2006 - 176 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a professional services agreement in an amount not to exceed $33,000 for assessment of existing electrical uses, determination of new electrical needs, design and diagrams of all new electrical needs for Phase 2 of the Yakima Downtown Futures Initiative — West Yakima Avenue Improvements. WHEREAS, the City of Yakima has received a $2.275 million grant from the State of Washington Department of Transportation (WSDOT) and the City of Yakima will issue a $1.5 million dollar bond to design and construct improvements to Yakima Avenue from Front Street to 7th Avenue; and WHEREAS, the design and construction of the public improvements requires electrical engineering design services; and WHEREAS, the city maintains a roster of consultants whose statements of qualifications represent that they have the expertise necessary to perform the services required by the City; and, WHEREAS, the City Council has determined that it is in the best interest of the City to enter into a professional services agreement with a consultant selected from the roster for such expertise; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk of the City of Yakima are authorized and directed to execute a professional services agreement in amount not exceed $33,000 for professional services for Phase 2 of the Yakima Downtown Futures Initiative, a copy of which agreement is attached hereto and by reference made a part hereof. ADOPTED BY THE CITY COUNCIL this 5th day of December, 2006 ATTEST: City Cler David Edler, Mayor 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 Conley Engineering, 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 design of the Yakima Downtown Initiatives Improvement Project (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 assess existing electrical uses, determine new electrical needs, design and diagram all new electrical needs for the City's Project to improve Yakima Avenue from Front Street to 7th Avenue, under said Yakima Downtown Initiatives Improvement Project. 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, 2007, 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 $33,000. 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. Acting City Engineer City Hall 129 North Second Street Yakima, WA 98901 Patrick L. Conley, P.E. Conley Engineering, Inc. PO Box 8326 Yakima, WA 98908 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 By: Date: By: CONLEY ENGINEERING, INC. R. A. Zais, r., City Manager Patrick L. Conley, P , Presid ATTEST: Date: City Clerk City Contract No. 0?O06 -AO 7 City Resolution No. 26/QG -17G EXHIBIT "A" Scope of Services: Project limits are as follows: Starting at the West side of Front Street and Yakima Avenue Intersection, west along Yakima Avenue to the West side of Seventh Avenue and Yakima Avenue Intersection. The following tasks are to be performed at this location: Task 1 Field verify the existing electrical circuits and electrical services that currently serve existing street lighting, signalization and miscellaneous electrical equipment currently located on either side of Yakima Avenue within the project limits This information will be used to prepare demolition/reuse drawings for the existing circuits, services and equipment as well at to determine the feasibility of reusing portions of the existing services/circuits to serve new lighting and power circuits. This will also assist in coordinating the new drawings with overhead power lines to avoid potential conflicts. Task 2 Meet with Pacific Power and the City to determine locations of new electrical services that may be required to serve the new lighting and power circuits. The obtaining of utility easements and right-of-ways will be by others. Task 3 Preparation of the plan drawings and diagrams in AutoCAD R2000 format for the Construction Document phase of the project. This will include preparation of electrical specifications formatted to match Department of Transportation Road and Bridge and the City of Yakima Specifications. The scope of work will include the design of service and distribution systems and branch circuits for new lighting and power devices (street lighting poles, pedestrian lighting poles and tree/banner pole convenience receptacles). The locations of lighting fixtures and power devices will be determined by the City. Task 4 Provide services during bidding and construction including, preparation of addendums, submittal review, answering Contractor questions and approximately six site visits. Each task will be completed by the Electrical Engineer in the timeframe allotted by the City and shall begin following written authorization to proceed. Work performed by the Electrical Engineer shall be completed in a professional workmanlike manner. EXHIBIT "B" BILLING RATES FOR 2006/2007 Personnel Hourly Rate Principal Engineer $120 Senior Professional Engineer $110 Registered Professional Engineer (PE) $105 Project Engineer $90 CAD Technician $70 Engineering Technician $70 Administrative $50 ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of December 5, 2006 A Resolution authorizing the City Manager to execute a Professional Services Agreement with Conley Engineering, Inc. in an amount not to exceed $33,000 to assess existing electrical uses, determine new electrical needs, design and diagram all new electrical needs for Phase 2 of the Downtown Futures Initiative — West Yakima Avenue Improvements. SUBMITTED BY: William Cook, Director of Community & Economic Development CONTACT PERSON/TELEPHONE: Michael Morales, Deputy Director SUMMARY EXPLANATION: The city's Engineering Division has begun the initial design activities for Phase 2 of the Downtown Futures Initiative — West Yakima Avenue Improvements. The project is estimated to cost $3.75 million, and the project area is West Yakima Avenue from Front Street to 7th Avenue. Project construction will include new sidewalk, mid -block street lighting (historic style with banner arms and planter arms if desired), trees, tree lighting an automatic irrigation system, wheelchair ramps and new curbing as needed along with other street -side amenities, as the budget allows. Some consultants will be needed to provide specialized services not available within the engineering division. The attached contract proposal would engage the services of Conley Engineering, Inc. to perform an assessment of current electrical uses, determine new electrical needs, design and diagram all new project electrical service. Conley Engineering provided a similar service for Phase 1. The attached resolution authorizes the City Manager to execute the attached Professional Services Agreement with Conley Engineering, Inc. to perform these tasks. The attached draft agreement identifies the tasks and estimated costs for performing these calculations and related services, not to exceed $33,000. Resolution XX Ordinance Contract XX Other (Specify) Funding Source: CBD Capitol Improvement Fund 321 City Manager APPROVED FOR SUBMITTAL: STAFF RECOMMENDATION: Adopt the resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO.R-2006-176