HomeMy WebLinkAbout03/21/2017 06G Environmental Documentation Agreement with Widener and AssociatesBUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDASTATEMENT
Item No. 6.G.
For Meeting of: March 21, 2017
ITEM TITLE: Resolution authorizing an agreement with Widener and Associates,
in an amount not to exceed $11,000, to develop the environmental
documentation for Bravo Company Boulevard from `D' Street to `H'
Street
SUBMITTED BY: Scott Schafer, Public Works Director
Brett Sheffield, Chief Engineer— 576-6797
SUMMARY EXPLANATION:
As part of the design and construction of Bravo Company Boulevard from `D' Street to `H' Street,
which will be the north -south access to the former Boise Cascade Saw Mill Site, environmental
documentation to meet the SEPA thresholds will be required.
I n order to select a consulting firm to do this work, the City followed the procedures established
by the State of Washington to select and recommend a professional firm using the Municipal
Research and Service Center Professional Services roster process to select a firm to prepare
the environmental documentation required to construct this new road.
As Widener and Associates have been determined to be qualified to perform the needed design
work, the costs to perform this work have been negotiated, and a professional services
agreement has been developed in an amount not to exceed $11,000. A copy of the professional
services agreement is attached for review.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Trust and Accountability
APPROVED FORcl*�
SUBMITTAL: `City Manager
STAFF RECOMMENDATION:
Adopt resolution.
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
Resolution Bra o Company 3/13/2017 Ccoer Memo
agreement 3/16/2017 Cawr Memo
RESOLUTION NO. 2017 -
A RESOLUTION authorizing an Agreement with Widener and Associates, in an amount not
to exceed $11,000, to develop the environmental documentation for
Bravo Company Boulevard from `D' Street to `H' Street.
WHEREAS, the City is in the process of designing and constructing Bravo Company
Boulevard from `D' Street to `H' Street which requires the development of environmental
documentation; and
WHEREAS, the City desires to enter into a Professional Services Agreement with
Widener and Associates to perform the development of the environmental documentation; and,
WHEREAS, the City of Yakima used the procedure established by the State of
Washington to select and recommend a professional firm using the Municipal Research and
Service Center Professional Services Roster process to select a firm to perform the design
work; and
WHEREAS, Widener and Associates was determined to be qualified to perform the
needed design work; and
WHEREAS, the Scope of Work and Budget included in this supplement meet the needs
and requirements of the City of Yakima for this project, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute a Professional Services Agreement
with Widener and Associates, attached hereto and incorporated herein by this reference, not to
exceed Eleven Thousand Dollars ($11,000) to provide the Professional Services as described in
the Agreement.
ADOPTED BY THE CITY COUNCIL this 21St day of March, 2017.
Kathy Coffey, Mayor
ATTEST:
Sonya Claar-Tee, City Clerk
For City of Yakima Use Only:
Contract No.
Project No.
Resolution No.
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
WIDENER AND ASSOCIATES
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of , 2017, by and
between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Widener and Associates with
its principal office at 10108 32nd Avenue W., Suite D, Everett, WA 98204, hereinafter referred to as
"ENGINEER"; said corporation and its principal engineers are licensed and registered to do business in
the State of Washington, and will provide environmental consulting and engineering services under this
Agreement for Bravo Company Boulevard, on behalf of the City of Yakima, Project No. 2337, herein
referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and
construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and
that it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ENGINEER agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in
writing by both parties, duties of ENGINEER shall not be construed to exceed those
services specifically set forth herein.
2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign,
Ross Widener as Principal -in -Charge throughout the term of this Agreement unless other
personnel are approved by the CITY.
2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled "Bravo
Company Boulevard Environmental Documentation" (WORK) which is attached hereto and made
a part of this Agreement as if fully set forth herein.
2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by
ENGINEER can be defined in detail at the time this Agreement is executed, and that additional
WORK related to the Project and not covered in Exhibit A may be needed during performance of
this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions
of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the
PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the
PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services."
Page 1
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or
time required for, performance of any services under this Agreement, a contract price
and/or completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ENGINEER according to the provisions set forth in Exhibit B, attached
hereto and incorporated herein by this reference, and if so authorized, shall be
considered part of the PROJECT WORK. The ENGINEER shall not perform any
Additional Services until so authorized by CITY and agreed to by the ENGINEER in
writing.
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the
date of the ENGINEER's receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the
CITY'S possession relating to the ENGINEER'S services on the PROJECT including information
on any pre-existing conditions known to the CITY that constitute hazardous waste contamination
on the PROJECT site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ENGINEER as required for ENGINEER'S performance of its services and will
provide labor and safety equipment as reasonably required by ENGINEER for such access.
3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the ENGINEER of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by
the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall
be responsible for bringing to the attention of the CITY'S Representative any instructions which
the ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S
knowledge.
3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available
solely as additional information to the ENGINEER and will not relieve the ENGINEER of its duties
and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably
rely upon the accuracy and the completeness of such documents, services and reports, but shall
be responsible for exercising customary professional care in using and reviewing such
documents, services, and reports and drawing conclusions there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK
described in Exhibit A. The time for completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specific
Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis
plus reimbursement for direct non -salary expenses.
Page 2
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ENGINEER'S vehicles; meals and
lodging; laboratory tests and analyses; printing, binding and reproduction charges; all
costs associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT -related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of
actual charges plus a reasonable markup, not to exceed ten percent (10%) and on the
basis of current rates when furnished by ENGINEER. Estimated Direct Non -Salary
Expenses are shown in Exhibit B.
5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the ENGINEER and each of the
Subconsultants in connection with PROJECT WORK; provided, as follows:
That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for PROJECT WORK. ENGINEER, whenever possible,
will use the least expensive form of ground transportation.
That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars ($40) per day per person. This rate may be
adjusted on a yearly basis.
That accommodation shall be at a reasonably priced hotel/motel.
That air travel shall be by coach class, and shall be used only when
absolutely necessary.
5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class
postage, and FAX charges are not included in the direct expense costs, but are
considered included in the Schedule of Specific Hourly Billing Rates.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%)
for services provided to the CITY through this Agreement. Estimated Subconsultant
costs are shown in Exhibit B.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Eleven Thousand Dollars ($11,000). The ENGINEER will make
reasonable efforts to complete the WORK within the budget and will keep CITY informed of
progress toward that end so that the budget or WORK effort can be adjusted if found necessary.
The ENGINEER is not obligated to incur costs beyond the indicated budget, as may be adjusted,
nor is the CITY obligated to pay the ENGINEER beyond these limits. When any budget has been
increased, the ENGINEER'S excess costs expended prior to such increase will be allowable to
the same extent as if such costs had been incurred after the approved increase, and provided
that the City was informed in writing at the time such costs were incurred.
5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for
PROJECT services completed through the accounting cut-off day of the previous month. Such
invoices shall be for PROJECT services and WORK performed and costs incurred prior to the
date of the invoice and not covered by previously submitted invoices. The ENGINEER shall
submit with each invoice a summary of time expended on the PROJECT for the current billing
period, copies of subconsultant invoices, and any other supporting materials determined by the
City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such
invoices within thirty (30) days of receipt and upon approval of the WORK done and amount
billed. CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY
may question any item in an invoice, noting to ENGINEER the questionable item(s) and
withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a
subsequent invoice together with additional supporting information required.
Page 3
5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty-first (61) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less; provided, however, that
no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment
a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of
RCW 39.76.020(4).
5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within
forty-five (45) days after satisfactory completion of the services required by this Agreement as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the ENGINEER of a release of all known payment
claims against CITY arising under or by virtue of this Agreement, other than such payment
claims, if any, as may be specifically exempted by the ENGINEER from the operation of the
release in stated amounts to be set forth therein.
5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the ENGINEER under this Agreement or by
law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or
fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this
Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, design, drawings, specifications,
reports, and other services furnished by the ENGINEER under this Agreement. The ENGINEER
shall, without additional compensation, correct or review any errors, omissions, or other
deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
ENGINEER shall perform its WORK according to generally accepted civil engineering standards
of care and consistent with achieving the PROJECT WORK within budget, on time, and in
compliance with applicable laws, regulations, and permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
ENGINEER of responsibility for the technical adequacy, completeness, or accuracy of its WORK
and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not
be construed to operate as a waiver of any rights under this Agreement or at law or any cause of
action arising out of the performance of this Agreement.
6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any
manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or
employee of CITY by reason hereof and will not make any claim, demand, or application to or for
any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be
solely responsible for any claims for wages or compensation by ENGINEER employees, agents,
and representatives, including subconsultants and subcontractors, and shall save and hold CITY
harmless therefrom.
6.4 INDEMNIFICATION:
(a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected
and appointed officials, agents, officers, employees, and volunteers (hereinafter
"parties protected") from (1) claims, demands, liens, lawsuits, administrative and
other proceed ings,(including reasonable costs and attorneys' fees) and (2)
judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses
of any kind claimed by third parties arising out of, or related to any death, injury,
damage or destruction to any person or any property to the extent caused by any
negligent act, action, default, error or omission or willful misconduct arising out of the
Engineer's performance under this Agreement. In the event that any lien is placed
Page 4
upon the City's property or any of the City's officers, employees or agents as a result
of the negligence or willful misconduct of the Engineer, the Engineer shall at once
cause the same to be dissolved and discharged by giving bond or otherwise.
(b) CITY agrees to indemnify and hold the ENGINEER harmless from loss, cost, or expense
of any kind claimed by third parties, including without limitation such loss, cost, or
expense resulting from injuries to persons or damages to property, caused solely by the
negligence or willful misconduct of the CITY, its employees, or agents in connection with
the PROJECT.
(c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person
identified above for whom each is liable) is a cause of such third party claim, the loss,
cost, or expense shall be shared between the ENGINEER and the CITY in proportion to
their relative degrees of negligence or willful misconduct and the right of indemnity will
apply for such proportion.
(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.
6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER
or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or
other employee benefit acts. The ENGINEER specifically and expressly waives its immunity
under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by
the ENGINEER and the CITY.
6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the
purpose of determining compliance with the technical provisions of PROJECT specifications and
does not constitute any form of guarantee or insurance with respect to the performance of a
contractor. ENGINEER does not assume responsibility for methods or appliances used by a
contractor, for a contractor's safety programs or methods, or for compliance by contractors with
laws and regulations. CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEER'S
officers, principals, employees, agents, representatives, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observation, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total PROJECT
cost and/or execution. These conditions and cost/execution effects are not the responsibility of
the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate
standard of professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and attachments. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
ENGINEER within fifteen (15) days after execution of this Agreement. The performance dates
and budgets for tasks may be modified only upon written agreement of the parties hereto. The
performance date for tasks and the completion date for the entire PROJECT shall not be
extended, nor the budget increased because of any unwarranted delays attributable to the
ENGINEER, but may be extended or increased by the CITY in the event of a delay caused by
special services requested by the CITY or because of unavoidable delay caused by any
governmental action or other conditions beyond the control of the ENGINEER which could not be
reasonably anticipated.
Page 5
7.2 Not later than the tenth (10) day of each calendar month during the performance of the
PROJECT, the ENGINEER shall submit to the CITY'S Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the ENGINEER and
subconsultants on each task, indicating a good faith estimate of the percentage completion
thereof on the last day of the previous month. Additional oral or written reports shall be prepared
at the request of the CITY for presentation to other governmental agencies and/or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf
of the CITY without written permission of the ENGINEER, which shall not be unreasonably
withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its
officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses,
and costs including, but not limited to, litigation expenses and attorney's fees arising out of or
related to such unauthorized reuse, change, or alteration; provided, however, that the ENGINEER
will not be indemnified for such claims, damages, losses, and costs including, without limitation,
litigation expenses and attorney fees were caused by the ENGINEER's own negligent acts or
omissions.
8.2 The ENGINEER agrees that ownership of any plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
or which are specified to be delivered under this Agreement or which are developed or produced
and paid for under this Agreement, whether or not complete, shall be vested in the CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter
"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER
does not grant CITY any right or license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied.
The CITY, or the CITY'S duly authorized representative, shall have access to such books,
records, documents, and other evidence for inspection, audit, and copying for a period of three
years after completion of the PROJECT. The CITY shall also have access to such books,
records, and documents during the performance of the PROJECT WORK, if deemed necessary
by the CITY, to verify the ENGINEER'S WORK and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to
records pursuant to this section provided that the ENGINEER is afforded the opportunity for an
audit exit conference and an opportunity to comment and submit any supporting documentation
on the pertinent portions of the draft audit report and that the final audit report will include written
comments, if any, of the ENGINEER.
9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
SECTION 10. INSPECTION AND PRODUCTION OF RECORDS
10.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the
approval of the CITY, but the making of (or failure or delay in making) such inspection or approval
Page 6
shall not relieve ENGINEER of responsibility for performance of the WORK in accordance with
this Agreement, notwithstanding the CITY'S knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery. ENGINEER shall provide the CITY
sufficient, safe, and proper facilities and equipment for such inspection and free access to such
facilities. ENGINEER'S records relating to the WORK will be provided to the CITY upon the
CITY'S request.
10.2 ENGINEER shall promptly furnish the CITY with such information and records which are related
to the WORK of this Agreement as may be requested by the CITY. Until the expiration of six (6)
years after final payment of the compensation payable under this Agreement, or for a longer
period if required by law or by the Washington State Secretary of State's record retention
schedule, ENGINEER shall retain and provide the CITY access to (and the CITY shall have the
right to examine, audit and copy) all of ENGINEER'S books, documents, papers and records
which are related to the WORK performed by ENGINEER under this Agreement.
10.3 All records relating to ENGINEER'S WORK under this Agreement must be made available to the
CITY, and also produced to third parties, if required pursuant to the Washington Public Records
Act, Chapter 42.56 RCW or by law. All records relating to ENGINEER'S WORK under this
Agreement must be retained by ENGINEER for the minimum period of time required pursuant to
the Washington State Secretary of State's record retention schedule.
SECTION 11 INSURANCE
11.1 At all times during performance of WORK, ENGINEER shall secure and maintain in effect
insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this Agreement. ENGINEER
shall provide and maintain in force insurance in limits no less than that stated below, as
applicable. The CITY reserves the rights to require higher limits should it deem it necessary in
the best interest of the public. If ENGINEER carries higher coverage limits than the limits stated
below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and
ENGINEER shall be named as an additional insured for such higher limits.
11.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by
the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000.00) general aggregate. 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 and
appointed officials, officers, agents, employees, and volunteers as additional insureds.
The insured shall not cancel or change 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.
Subcontractors: If subcontractors will be used, the same terms and limits of coverage will
apply and a certificate will be required per the instructions above. In lieu of a certificate,
contractor may provide confirmation in writing from their insurance broker that their
insurance policy does not contain a subcontract exclusion or one relating to the work of
others.
11.1.2. Commercial Automobile Liability Insurance.
a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the
parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
Page 7
with a total liability limit of the limits required in the policy, subject to minimum limits of
Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury
and property damage. Automobile liability will apply to "Any Auto" and be shown on
the certificate.
b. If ENGINEER does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Agreement, which is
Section 11.1.1 entitled "Commercial General Liability Insurance".
C. Under either situation described above in Section 11.1.2.a. and Section 11.1.2.b.,
the required certificate of insurance 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 and appointed officials, officers, agents, employees,
and volunteers as additional insureds. The insured shall not cancel or change 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.
11.1.3. Statutory workers' compensation and employer's liability insurance as required by state
law.
11.1.4. Professional Liability Coverage. Before this Agreement is fully executed by the
parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of
professional liability coverage with a total liability limit of the limits required in the policy,
subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two
Million Dollars ($2,000,000.00) aggregate. 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 insured shall not cancel or change 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. If the policy is
written on a claims made basis the coverage will continue in force for an additional two
years after the completion of this Agreement.
Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the CITY, its officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected and appointed officials,
officers, principals, employees, representatives, volunteers and agents shall have no
obligation for payment of premiums because of being named as additional insureds
under such insurance. None of the policies issued pursuant to the requirements
contained herein shall be canceled, allowed to expire, or changed in any manner that
affects the rights of the CITY until thirty (30) days after written notice to the CITY of
such intended cancellation, expiration or change.
SECTION 12 SUBCONTRACTS
12.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this Agreement.
12.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT, including any
substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The ENGINEER shall be responsible for the architectural and engineering
performance, acts, and omissions of all persons and firms performing subcontract WORK.
12.3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the
purpose of completing this Agreement.
Page 8
12.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 13 ASSIGNMENT
13.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or ENGINEER without prior written consent of the
other, which consent will not be unreasonably withheld. It is expressly intended and agreed that
no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 14 INTEGRATION
14.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters
contained herein. No prior oral or written understanding shall be of any force or effect with
respect to those matters covered herein. This Agreement may not be modified or altered except
in writing signed by both parties.
9X010Eel ►5U1 111N691]lot 0Eel ►IG1►111y/=1►111y
15.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of
this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and
void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force
and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION
16.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and
subcontractors 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, or any
other classification protected under federal, state, or local law. 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. ENGINEER agrees to comply with
the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
SECTION 17 SUSPENSION OF WORK
17.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the
WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under
this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with
normal progress of the WORK. ENGINEER may suspend WORK on PROJECT in the event
CITY does not pay invoices when due, except where otherwise provided by this Agreement. The
time for completion of the WORK shall be extended by the number of days WORK is suspended.
If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the suspended
portion of Project in accordance with SECTION 18.
SECTION 18 TERMINATION OF WORK
18.1 Either party may terminate this Agreement, in whole or in part, if the other party materially
breaches its obligations under this Agreement and is in default through no fault of the terminating
party. However, no such termination may be effected unless the other party is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
Page 9
of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating
party before termination. Notice shall be considered issued within seventy-two (72) hours of
mailing by certified mail to the place of business of either party as set forth in this Agreement.
18.2 In addition to termination under subsection 18.1 of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation with CITY before termination.
18.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price
pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at
the time of termination may be adjusted to the extent of any additional costs or damages CITY
has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall
consider the amount of WORK originally required which was satisfactorily completed to date of
termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at
the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any
and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by
said default. This provision shall not preclude CITY from filing claims and/or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
18.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience,
the adjustment pursuant to the Agreement shall include payment for services satisfactorily
performed to the date of termination, in addition to termination settlement costs the ENGINEER
reasonably incurs relating to commitments which had become firm before the termination, unless
CITY determines to assume said commitments.
18.5 Upon receipt of a termination notice under subsections 18.1 or 18.2 above, the ENGINEER shall
(1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver
or otherwise make available to CITY all originals of data, drawings, specifications, calculations,
reports, estimates, summaries, and such other information, documents, and materials as the
ENGINEER or its subconsultants may have accumulated or prepared in performing this
Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same.
18.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the
WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall
have no responsibility to prosecute further WORK thereon.
18.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined
that the ENGINEER has not so failed, the termination shall be deemed to have been effected for
the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be
determined as set forth in subparagraph 18.4 of this Section.
18.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the
ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its
obligations to complete performance under this Agreement without the concurrence and written
approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment
shall be made as set forth in subparagraph 18.3 of this Section.
SECTION 19 DISPUTE RESOLUTION
19.1 In the event that any dispute shall arise as to the interpretation of this Agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the Agreement, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
Page 10
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 20 NOTICE
20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
129 N. 2nd Street
Yakima, WA 98901
Attn: Brett Sheffield
ENGINEER: Widener and Associates
1010832 nd Avenue W., Suite D
Everett, WA 98204
Attn: Ross Widener
SECTION 21 SURVIVAL
21.1 The foregoing sections of this Agreement shall survive the expiration or termination of this
Agreement in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Cliff Moore
Signature
Printed Name: Cliff Moore Printed Name: Ross Widener
Title: City Manager Title:
Date: Date:
Attest
City Clerk
Page 11
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF
YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
Page 12
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated
that he/she was authorized to execute the instrument, and acknowledged it as the
of to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
Page 13
EXHIBIT A
BRAVO COMPANY BOULEVARD ENVIRONMENTAL DOCUMENTATION
SCOPE OF SERVICES
TASK— ENVIRONMENTAL DOCUMENTATION AND PERMIT COORDINATION
Widener and Associates, will assist the City in the preparation of environmental documentation
and permitting of the project by providing the following services.
1. Design Assistance and Early Agency Coordination
Early input into the formation of project alternatives will be provided to ensure each alternative
includes provisions to minimize impacts to the surrounding environment. This coordination
within the various design elements of the project will identify and incorporate minimization
measures early in the alternative development phase of the project and will ensure that an
appropriate range of alternatives are developed prior to the agency coordination.
Widener and Associates, will assist the City in presenting the alternatives to the state permitting
agencies to identify the regulatory issues associated with each alternative. Potential minimization
measures for each alternative will also be identified during the coordination with agency
representatives. All permitting issues and the recommended permitting process for the preferred
alternative will be documented in the project preliminary design.
It is assumed that this effort will be accomplished with the graphics and design drawings
required to complete the preliminary design and to conduct the open houses and that no other
special presentation materials are required.
Deliverable(s)
• The Consultant's permitting specialist will prepare meeting minutes and memoranda
documenting the coordination activities with state agencies, as required.
2. Executive Order (EO) 05-05
EO 05-05 requires all state agencies with capital improvement projects consult with the
Department of Archaeology and Historic Preservation (DAFT) and concerned tribes. Its purpose
is to ensure state agencies take lead in protecting and preserving the rich history of Washington
State. Consultations under 05-05 will involve completing the following tasks:
Identification of the project's area of potential impacts (API). The API shall be mapped and
include all areas proposed for ground disturbance, including staging areas. -Preparation of the
EZ1 form which shall be submit to DAHP for approval.
Deliverable(s)
• Draft of the EZ 1 for City review
• Submittal of the final revised EZ1 form to DAHP
3. SEPA
The Consultant shall complete appropriate SEPA documentation including all needed studies,
modeling, and analysis in accordance with State Environmental Policy Act (RCW 43.21C) and
SEPA Rules (WAC 197-11). The Consultant will coordinate with the City to address comments
on the SEPA Checklist and provide support for the SEPA process.
Page 14
Deliverable(s)
• SEPA Checklist
Page 15
Page 16
Project
Ma na er
Project
Biologist
Hours
Hours
Design Assistance and Early Agency
Coordination
24
4
0505
4
6
SEPA
Draft
4
40
Final
2
8
Total hours
34
58
Summary
Hours
Rate
Cost
Proj ect Manager
34
$154.00
$5,236.00
Project Biologist
58
$86.80
$5,034.40
Total
Labor
$10,270.40
TOTAL ESTIMATED COST
$10,270.40
Page 16
EXHIBIT "C"
SCHEDULE OF RATES
Position Hourly Rate
Project Manager
Project Biologist
Page 17
$154.00
86.80