HomeMy WebLinkAboutERI International, Inc. - Emergency Management Resource Management Planning Agreement (max $10,000)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 PO day of , 2017 , by
and between the City of Yakima, Washington, a municipal corporation with its princ pal 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
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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.
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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 $10,000.00 (Ten 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.
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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.
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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 the City's
prior written consent.
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.
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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 CONSULTANT'S 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.
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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
Olac2P_Za_
Cliff Mo g4 -F' Patrick LaValla
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Printed Name:
cliff /Haar&
Title: City Manager
Printed Name: Patrick LaValla
Title: President
Date:
Y ����� June 08, 2017
Attest MI
City Clerk
Cm CONTRACT NO: .2o,/ 7- 1/ Z
RESOLUTION NO: fr7//Q
Page 8 of 9
Exhibit A
Scope of Services
Scope" of Services,,
Deliverables
1. Continuity/Administrative
Have a comprehensive set of procedures addressing Finance &
Planning
$5,000.00
Administrative topics and Recovery which will assist in the response and
recovery phases of a disaster. Develop and produce Financial,
Administrative and Recovery procedures to be utilized in the EOC.
. •- . ..,.
> Outputs include desk reference books, job tasks/checklists, etc.
> Incorporate current FEMA documents into revised processes.
$110.00
➢ Process developed will be published in the 2017 CEMP
Consultant
> Produce and submit electronic copies of plan both in "word" and
"pdf".
2. Recovery Management
> Develop/enhance logistics and recovery management plans
Planning
> Develop/enhance volunteer and/or donations management plan
> Incorporate current FEMA documents into revised processes.
$5,000.00
> Process developed will be published in the 2017 CEMP
> Produce and submit electronic copies of plan both in "word" and
"pdf".
Exhibit B
Compensation
1.Continuity/Administrative
Planning
2. Recovery Management
Planning
Interim invoice for $5,000 (five thousand dollars) when Scope of
Services is at 50% completion
Final invoice at the delivery of the Scope of Services
$5,000 (five thousand dollars)
Total compensation not to exceed $10,000 (ten thousand dollars)
Exhibit C
Additional Services
017.E"RI,Interiiatiorial Labor Rates{,
�Job,
. • . - C:ategory". ...
....., :
':>�
or. ,Hourl Rate
�L�ab yN
. •- . ..,.
Senior Consultant
$110.00
Consultant
$95.00
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