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HomeMy WebLinkAboutERI International, Inc. - Emergency Management Resource Management Planning Agreement (max $5,000)For City of Yakima Use Only: Contract No. Project No. Resolution No. RFQP No. AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND ERI INTERNATIONAL, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this :wit' day of J 1.‘..-( , 20 1 7, by and between the City of Yakima, Washington, a municipal corporation with its prin6ipal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and ERI International, Inc. with its principal officer Patrick LaValla, hereinafter referred to as "CONSULTANT"; said corporation is licensed and registered to do business in the State of Washington, and will provide services under this Agreement for Emergency Management Support in updating the City's Comprehensive Emergency Management Plan (CEMP), hereinafter referred to as "SERVICES" on behalf of the City of Yakima. WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement, incorporated Exhibits and subsequent Amendments thereto; and WHEREAS, CONSULTANT 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 CONSULTANT 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 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall assign Patrick LaValla as Consultant -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Services" (SERVICES) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all SERVICES to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that additional SERVICES 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 CONSULTANT to revise portions of the SERVICES previously completed in a satisfactory manner, delete portions of the SERVICES, or request that the CONSULTANT perform additional Page 1 of 9 WORK beyond the scope of the SERVICES. Such changes hereinafter shall be referred to as "Additional Services." 2.4.1 If such Additional Services cause an increase or decrease in the CONSULTANT'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. 2.4.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the CONSULTANT according to the provisions set forth in Exhibit C, attached hereto and incorporated herein by this reference, and if so authorized, shall be considered part of the WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of the CONSULTANT's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S services on the WORK. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 3.3 TIMELY REVIEW: The CITY will examine the CONSULTANTS studies, reports, 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 CONSULTANT 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. CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT 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 CONSULTANT specific authorization to proceed with SERVICES described in Exhibit A. The time for completion is August 31, 2017, or as amended. 4.2 Upon completion of the SERVICES, all documents submitted to the CITY by the CONSULTANT shall become the property of the CITY. Page 2 of 9 SECTION 5 COMPENSATION 5.1 COMPENSATION ON A FLAT RATE BASIS: For the services described in Exhibit A, compensation shall be according to Exhibit B - Compensation, attached hereto and incorporated herein by this reference. The fixed rate is inclusive to all direct and indirect costs (i.e. travel, per diem, overhead, etc.) (a) The CONSULTANT may invoice in two phases: 50% when services provided as described in Exhibit A is deemed 50% completed; and 50% as a final payment when services provided as described in Exhibit A is deemed 100% completed. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed $5,000.00 (Five Thousand Dollars). The CONSULTANT 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 CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'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 Payment terms are net 30 after receipt of approved invoice. SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1 INDEMNIFICATION: (a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings,(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 CONSULTANT's performance under this Agreement. In the event that any lien is placed 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 CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT 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 service. (c) If the negligence or willful misconduct of both the CONSULTANT 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 CONSULTANT 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. Page 3 of 9 6.2 In any and all claims by an employee of the CONSULTANT, 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 CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. SECTION 7 AUDIT AND ACCESS TO RECORDS 7.1 The CONSULTANT, 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 WORK. The CITY shall also have access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 7.2 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. 7.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT 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 CONSULTANT. 7.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 7.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 8 INSURANCE 8.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in effect insurance to protect the City and the CONSULTANT from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. CONSULTANT 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. 8.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and property damage, and One Million Dollars ($1,000,000.00) 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 Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will 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. Page4of9 8.1.2. Commercial Automobile Liability Insurance. a. CONSULTANT will provide a certificate of insurance as proof of automobile liability insurance with a total minimum liability limit of Five Hundred Thousand Dollars ($500,000.00) per occurrence combined single limit bodily injury and property damage. 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 Contract. SECTION 9 SUBCONTRACTS 9.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to subcontract any portion of the SERVICES to be performed under this Agreement with CITY's prior written approval. SECTION 10 ASSIGNMENT 10.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT 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 11 INTEGRATION This Agreement, along with Exhibits A and B, represents the entire understanding of CITY and CONSULTANT 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. SECTION 12 JURISDICTION AND VENUE 12.1 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 for all disputes arising under this Agreement shall be in a court of competent jurisdiction in Yakima County, State of Washington. SECTION 13 EQUAL EMPLOYMENT and NONDISCRIMINATION 13.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, 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. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. Page 5 of 9 SECTION 14 SUSPENSION OF WORK 14.1 CITY may suspend, in writing by certified mail, all or a portion of the SERVICES under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the SERVICES. CONSULTANT may suspend, in writing by certified mail, all or a portion of the SERVICES under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the SERVICES. The time for completion of the SERVICES shall be extended by the number of days SERVICES 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 SERVICES on the suspended in accordance with SECTION 15. SECTION 15 TERMINATION OF SERVICES 15.1 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, 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. 15.2 In addition to termination under subsection 15.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT 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. 15.3 If CITY terminates for default on the part of the CONSULTANT, 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 SERVICES, and (2) any payment due to the CONSULTANT 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 CONSULTANTS breach. In such event, CITY shall consider the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICES 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 SERVICES 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 CONSULTANT 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. 15.4 If the CONSULTANT 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 CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 15.5 Upon receipt of a termination notice under subsections 15.1 or 15.2 above, the CONSULTANT 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 CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. Page 6 of 9 15.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the SERVICES to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to prosecute further SERVICES thereon. 15.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT 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 15.4 of this Section. 15.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in SERVICES or for any corporate officer of the CONSULTANT to render his services, the CONSULTANT 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 15.3 of this Section. SECTION 16 DISPUTE RESOLUTION 16.1 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 contract, 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 the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 17 NOTICE 17.1 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 Cliff Moore, City Manager 129 North 2nd Street Yakima, WA 98901 CONSULTANT: ERI International, Inc. Patrick LaValla, President 4537 Foxhall Drive NE Olympia, WA 98516 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 ERI INTERNATIONAL, INC 0/eaub.._ Cliff MoPatrick LaValla Page 7 of 9 Printed Name: Chic /2/ad , Printed Name: Patrick LaValla Title: Cit Man. •er Title: President Date: Date: June 08, 2017 Attest City Clerk CITY CONTRACT NO: 2v� / / / RESOLUTION NO: -Oa %Q Page 8 of 9 Exhibit A Scope of Services Scope Of Services^` '.Deliverables. Resource Management City will have a consistent methodology for resource management and Planning procedures which can be used by the EOC during a disaster. > Develop a Resource Inventory and Capabilities plan $5,000 > Incorporate current FEMA documents into revised processes. > Process developed will be published in the 2017 CEMP > Produce and submit electronic copies of plan both in "word" and "pdf". Exhibit B Compensation Resource Management Planning Interim invoice for $2,500 (twenty-five hundred dollars) when Scope of Services is at 50% completion Final invoice at the delivery of the Scope of Services $2,500 (twenty five hundred dollars) Total compensation not to exceed $5,000 (five thousand dollars) Exhibit C Additional Services Y F 017 ERI;I iternational:LaborfRates Q Category Labor`Hourly Rate: Senior Consultant $110.00 Consultant $95.00 Page 9 of 9