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