HomeMy WebLinkAboutR-2007-081 Huibregtse Louman Associates Contract (re: railroad grade separation project phase 1)RESOLUTION NO. R=2007-81
A RESOLUTION authorizing and directing the City Manager and City Clerk of the
City of Yakima to execute a Professional Services Agreement in an
amount of $190,356 for construction survey, construction
inspection and construction management for Phase 1 of the
Railroad Grade Separations Project.
WHEREAS, the City of Yakima has received grants totaling over $30 million
of federal, state and local dollars for the Railroad Grade Separations Project on Lincoln
Avenue and Martin Luther King Jr. i Blvd.; and
WHEREAS, the construction inspection, construction survey and construction
management required for this project cannot be completed with existing staff of the
Engineering Division; and
WHEREAS, the City maintains a roster of consultants whose statements of
qualifications represent that they have the expertise necessary to perform the services
required by the City; and,
WHEREAS, the City Council has determined that it is in the best interest of the
City to enter into a Professional Services Agreement with a consultant selected from
the roster for such expertise; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
YAKIMA:
The City Manager and City Clerk of the City of Yakima are authorized and directed to
execute a Professional Services Agreement for construction survey, construction
inspection and construction management for Phase 1 of the Railroad Grade Separations
Project. Final form of the agreement is subject to review and approval of the City
Attorney. A copy of the draft agreement is attached hereto and by reference made a
part hereof.
ADOPTED BY THE CITY COUNCIL this 5t'_ day of June, 2007
///
David Edler, Mayor
City Clerk
2007- '/
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
HUIBREGTSE,;LOUMAN ASSOCIATES, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this 02/ Sr day of ,j-‘,/ A/6" , 2007, by and
between the City of Yakima, Washington, with principal offices at 129 North Second Street, Yakima, WA
98901, hereinafter referred to as "CITY," and HUIBREGTSE, LOUMAN ASSOCIATES, INC., 801 North 39`x'
Avenue, Yakima, WA 98902, and which corporation and its principal engineers performing this Agreement are
licensed and registered to do business in the State of Washington, hereinafter referred to as "ENGINEER," for
the MARTIN LUTHER KING JR. BLVD. & LINCOLN AVENUE GRADE SEPARATIONS - PHASE 1: UTILITY
RELOCATIONS & HISTORIC DISTRICT RECONSTRUCTION, herein called the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide construction engineering and surveying
services for the PROJECT.
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with expertise
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 The 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 The ENGINEER shall use its best efforts to maintain continuity in personnel throughout the term of
this Agreement.
2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled "CITY OF
YAKIMA - MARTIN LUTHER KING JR. BLVD. & LINCOLN AVENUE GRADE SEPARATIONS -
PHASE 1: UTILITY RELOCATIONS & HISTORIC DISTRICT RECONSTRUCTION, which is part of
this Agreement as if fully set forth her rein.
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
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."
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
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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 will be negotiated by the CITY and the
ENGINEER according to the provisions set forth in Exhibit B 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
receipt by the ENGINEER of the written notification of change or of providing services related to an
asserted change, whichever is earliest.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 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.
3.2 Timely Review: The CITY will examine the ENGINEER'S reports, sketches, drawings, specifications,
pay estimates, change orders, requests for information, 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.
3.3 The 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.
3.4 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 therefrom.
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 on a time spent
basis plus reimbursement for direct non -salary expenses.
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
when furnished by commercial sources and on the basis of current rates when furnished by
ENGINEER. Estimated Direct Non -Salary Expenses are shown in Exhibit B.
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a.
Ir
5.1.1.a 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 $40 per day
per person This rate may be'l,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 1.10 times the actual costs
billed by the Professional Subconsultant 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 that amount set forth in Exhibit B. 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 will use its best efforts to submit to the City's Representative by the 10th day of each
calendar month an invoice 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.
5.4 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 claims against CITY arising under
or by virtue of this Agreement, other than such 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.
5.5 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
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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 The 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 expressly represents, warrants and agrees that its status as independent contractors in
the performance of the work and services required under this Agreement is consistent with and meets
the six -part independent contractor test set forth in RCW 51.08.195. The ENGINEER 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's employees, agents, and representatives, including subconsultants and subcontractors,
and shall save and hold CITY harmless therefrom.
6.4 Indemnification:
a. The ENGINEER agrees to hold harmless, indemnify, and defend the CITY, its elected
officials, officers, employees, and agents from and against any and all suits, actions, claims,
liability, damages, judgments, costs and expenses (including reasonable attorney's fees)
which result from or arise out of the negligence and/or willful misconduct of ENGINEER, its
principals, officers, agents, employees and/or subcontractors in connection with or incidental
to the performance or non-performance of this Agreement.
b. The CITY agrees to hold harmless, indemnify, and defend the ENGINEER, its principals,
officers, employees, and agents from and against any and all suits, actions, claims, liability,
damages, judgments, costs and expenses (including reasonable attorney's fees) which result
from or arise out of the negligence and/or willful misconduct of the CITY, its elected officials,
officers, employees and agents in connection with or incidental to the performance or non-
performance of this Agreement.
c. In the event that either and/or both the ENGINEER and the CITY are negligent and/or engage
in willful misconduct, each party shall be liable for its contributory share of negligence and/or
willful misconduct for any resulting suits, actions, claims, liability, damages, judgments, costs
and expenses (including reasonable attorney's fees).
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.
e. This Section of the Agreement shall survive the term or expiration of this Agreement and shall
be binding on the parties to this Agreement.
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
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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 waives its immunity under the Industrial Insurance Act, Title
51, RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY as evidenced
by their specific and express initialing of this paragraph.
ENGINEER'S INITIALS
CITY'S INITIALS
6.6 It is understood that any resident engineering or observation 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 the
safety of construction work, 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 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 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.
7.2 Not later than the tenth 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. Such
documents are not intended nor represented to be suitable for reuse by Owner or others on
extensions of the Specific Project for which they were prepared or on any other project. Any such
reuse or modification without written verification or adaptation by Engineer, .as appropriate for the
specific purpose intended, will be at OWNER's sole risk and without liability or legal exposure to
ENGINEER or to ENGINEER's consultants. 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 limitations litigation
expenses and attorney fees where caused by the ENGINEER's own acts or omissions.
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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.
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 substantially the foregoing paragraphs are included in each
subcontract for WORK on the Project.
9.5 Any charges of the ENGINEER paid by the CITY found by an audit to be inadequately substantiated
shall be reimbursed to the CITY.
SECTION 10 INSURANCE
10.1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide Certificates of
Insurance satisfactory to the CITY as evidence that policies providing the following coverage and
limits of insurance are in full force and effect. The CITY and the CITY'S officers, principals,
employees, representatives, and agents shall be designated as additional insured on all such policies
except for professional liability and Worker's Compensation. Such insurance shall be primary to the
extent covered as additional insureds and other insurance maintained or carried by the CITY shall be
separate and distinct and shall not becontributing with the insurance listed hereunder. ENGINEER's
insurance carrier shall be rated A -VII, or better, in the State of Washington.
10.1.1 Comprehensive general liability insurance, including personal injury liability, blanket contractual
liability, and broad -form property damage liability coverage. The combined single limit for bodily injury
and property damage shall be not less than $1,000,000 per occurrence.
10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non -owned, rented,
and hired cars. The combined single limit for bodily injury and property damage shall be not less than
$1,000,000 per occurrence.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law.
10.1.4. Professional liability insurance. The limit of liability shall be not less than $1,000,000.
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 thereunder. The
CITY and the CITY'S officers, principals, employees; representatives, and agents shall have no
obligation for payment of premiums because of being named as additional insureds under such
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insurance. None of the policies issued pursuant to the requirements contained herein shall be
canceled, allowed to expire, or changed in any manner so as to affect the rights of the City thereunder
until thirty (30) days after written notice to the CITY of such intended cancellation, expiration, or
change. The provisions of this Section shall survive the expiration or termination of this Agreement
with respect to any event occurring prior to such expiration or termination.
SECTION 11 SUBCONTRACTS
11.1 The ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be perfor;med under this Agreement.
11.2 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 arid engineering performance, acts, and omissions of all persons
and firms performing subcontract WORK.
11.3 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 12 ASSIGNMENT
12.1 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.
SECTION 13 INTEGRATION
13.1 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.
SECTION 14 GOVERNING LAW
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington.
SECTION 15 VENUE
15.1 The venue for any action to enforce;; or interpret this Agreement shall lie in the Superior Court of
Washington for Yakima County, Washington.
SECTION 16 SEVERABILITY
16.1 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.
SECTION '17 EQUAL EMPLOYMENT and NONDISCRIMINATION
17.1 In connection with the Services under this Agreement, ENGINEER agrees to comply with the
applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination
statutes and regulations. The ENGINEER shall not discriminate on the basis of race, age, color, sex,
religion, national origin, creed, marital status, political affiliation, or the presence of any sensory,
mental or physical handicap. ThisL provision shall include but not be limited to the following:
employment, upgrading, demotion, trnsfer, recruitment, advertising, layoff or termination, rates of pay
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or other forms of compensation, selection for training, and the provision of services under this
Agreement.
SECTION 18 THE AMERICANS WITH DISABILITIES ACT
18.1 The ENGINEER shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et
seq. (ADA), and its implementing regulations, and Washington State's anti -discrimination law as
contained in RCW Chapter 49.60 and its implementing regulations, with regard to the activities and
services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to
individuals with disabilities in the area of employment, public accommodations, public transportation,
state and local government services, and telecommunications.
SECTION 19 COMPLIANCE WITH LAW
19.1 The ENGINEER agrees to perform all services under and pursuant to this Agreement in full
compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any
governmental agency or regulatory body, whether federal, state, local, or otherwise.
SECTION 20 NO CONFLICT OF INTEREST
20.1 The ENGINEER covenants that neither it nor its employees have any interest and shall not hereafter
acquire any interest, direct or indirect, which would conflict in any manner or degree with the
performance of this Agreement. ENGINEER further covenants that it will not hire anyone or any entity
having such a conflict of interest during the performance of this Agreement.
SECTION 21 SUSPENSION OF WORK
21.1 The 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 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 23.
SECTION 22 NON -WAIVER OF BREACH
22.1 A waiver by any party hereto of a breach by any other party hereto of any covenant or condition of this
Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach
thereof. Leniency, delay or failure of any party to insist upon strict performance of any agreement,
covenant or condition of this Agreement, or to exercise any right herein given in any one or more
instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant,
condition or right.
SECTION 23 TERMINATION OF WORK
23.1 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.
23.2 In addition to termination under subparagraph A 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)
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calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate;
and (2) an opportunity for consultatioh with CITY before termination.
23.3 If the 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 iunder 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.
23.4 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.
23.5 Upon receipt of a termination notice under subsections 23.1 or 23.2 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.
23.6 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.
23.7 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 23.4 of this Section.
23.8 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 23.3 of this Section.
SECTION 24 NOTICE
24.1 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 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: Mr. Bob Desgrosellier
G \PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT doc
Page 9
ENGINEER: HUIBREGTSE, LOUMAN ASSOCIATES, INC.
801 North 39th Avenue
Yakima, WA 98902
Attn: President
SECTION 25 NEUTRAL AUTHORSHIP
25.1 Each of the provisions of this Agreement has been reviewed and negotiated and represents the
combined work product of all parties hereto. No presumption or other rules of construction which
would interpret the provisions of this Agreement in favor of or against the party preparing the same
shall be applicable in connection with the construction or interpretation of any of the provisions of this
Agreement.
SECTION 26 THIRD PARTIES
26.1 The CITY and the ENGINEER are the only parties to this Agreement and are the only parties entitled
to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give
or provide any right or benefit, whether directly or indirectly or otherwise, to third persons.
SECTION 27 COUNTERPARTS
27.1 This Agreement may be executed in one. or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same Agreement.
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 HUIBREGTSE, LOUMAN ASSOCIATES, INC.
Signature
R. A. Zais, Jr.
(Printed Name)
Title: City Manager
Date: iv/2i/07
Attest NC9-btj
City Clerk
City Contract No. r)200/-4/7
Resolution No. g- Z
V7F�
SEAL
yhING-(3
G:\PROJECTS12006\06106-C\PROFESSIONAL SERVICES AGREEMENT.doc
Jeffrey T. Louman
(Printed Name)
Title: President
Date:o./Z/
Page 10
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that R. A. Zais, Jr., 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 itlas the City Manager of CITY OF YAKIMA to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:Q-Z441-1- 00%
Seal or Stamp
G:\PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT.doc
Title
Printed Name
My commission expires: (\3-4.5-- W10
Page 11
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Jeffrey T. Louman, PE, 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 President of Huibregtse, Louman
Associates, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated: Sun. 2I 2.00.7
Seal or Stamp
G \PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT doc
Title
-4 VYIa-{-sour
My commission expires:
Printed Name
bo/e:).9
Page 12
EXHIBIT A
CITY OF YAKIMA - MARTIN LUTHER KING JR. BLVD. & LINCOLN AVENUE GRADE SEPARATIONS
PHASE 1: UTILITY RELOCATIONS & HISTORIC DISTRICT RECONSTRUCTION
SCOPE OF WORK
During the term of this AGREEMENT, the ENGINEER shall perform professional services in connection with
the following project:
City of Yakima, Project No. 1818 Martin Luther King Jr. Blvd. & Lincoln Avenue Grade
Separations - Phase 1: Utility Relocations & Historic District Reconstruction
This scope of work shall include the furnishing of engineering services during construction, labor, materials,
equipment, supplies, and incidentals necessary to conduct and complete the work as hereinafter described.
Demolition and replacement of approximately 3,000 square yards of cement concrete sidewalk, 475
linear feet of curb and gutter; construction of approximately 2,290 linear feet of new 12 -inch D.I. water
main, 275 linear feet of new 8 -inch D.''l. water main; valves, hydrant assemblies, and connections to
existing mains; removal of existing vaults, pipe, valves, and fittings; abandonment of existing piping;
650 linear feet of new 8 -inch sanitary sewer line, manholes, 640 linear feet of 8 -inch slip -lining of
existing sewer line; 1,350 square yards of Hot Mix Asphalt for Pavement Repair; 470 square yards of
asphalt pavement removal, 43,50011;square feet of cement .concrete street pavers, street light
relocation and installation; and other;associated work. -
SERVICES DURING CONSTRUCTION FOR THE YAKIMA AVENUE SIDEWALKS
A. Furnish the field survey crew necessary to set horizontal and vertical control for the improvements
authorized for construction.
B. Furnish a qualified resident engineer who shall make construction observations and be on the job at
all times that significant work is in progress, whose duty shall be to provide surveillance of project
construction for substantial compliance with Plans and Specifications.
C. Prepare progress reports on the.Project and file same with the CITY and provide monthly progress
estimates to the CITY.
D. Consult and advise the CITY during construction and make a final report of the completed work.
E. Monitor the construction contractor's compliance with State labor standards.
F. Review Contractor's submission of samples and shop drawings, where applicable.
G. Recommend progress payments for the construction contractor to the CITY.
H. Prepare and submit proposed contract change orders when applicable.
Prepare and furnish reproducible record drawings of all completed work from as -built drawings
furnished by the CITY's construction, contractor.
TIME OF PERFORMANCE
Engineering Services During Construction for this Utility Relocations & Historic District Reconstruction Project
shall begin upon construction contract award by the City to the lowest responsible bidder (anticipated June
2007) and extend through construction contract completion (anticipated October 2007), based upon a sixty-
five (65) working day construction contract.
End of Exhibit A
G \PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT doc
Page 13
EXHIBIT B
MARTIN LUTHER KING JR. BLVD. & LINCOLN AVENUE GRADE SEPARATIONS -
PHASE 1: UTILITY RELOCATIONS & HISTORIC DISTRICT RECONSTRUCTION
Professional Fees
Services During Construction
Compensation for professional services for Services During Construction will be on a time spent basis at the
specific hourly rates shown on Exhibit C, plus reimbursement for direct non -salary expenses.
The following spreadsheet shows the estimated time and expenses to perform these Services During
Construction. The maximum compensation to the ENGINEER for the Services During Construction will be
$190,356.00. This maximum amount will not be exceeded without the written agreement of the CITY and the
ENGINEER.
PROJECT TITLE: Utility Relocations and Historic District Reconstruction
CLIENT: City of Yakima
JOB NUMBER: 06106-C Huibregtse, Louman Associates, Inc. .
DATE: May 22, 2007
ENGINEER'S HOURLY ESTIMATE
Task
No.
Project Task
Principal
Engineer
Licensed
Prof.
Engineer
Principal
Land
Surveyor
Project
Engineer
CAD
Technician
2 -Man
Survey
Party
Resident
Engineer
Clerical
Total
Hours
Task Direct
Costs
$136
$113
$126
$94
$82
$150
$78
$55
SERVICES DURING CONSTRUCTION
PROJECT MANAGEMENT
1
Project
Management
48
80
0
0
0
0
16
16
160
17,696.00
2
Survey
Control
2
0
16
4
4
24
0
0
50
6,592.00
3
Field Staking
of
Improvements
2
4
24
4
16
176
16
0
242
33,084.00
4
Construction
Observation
48
80
0
168
8
0
650
4
958
82,936.00
5
Review
Submittals
and Shop
Drawings
12
24
0
16
0
0
12
8
72
7,224.00
6
Labor
Standards
Review
8
12
0
32
0
0
40
2•
94
8,682.00
7
Monthly
Progress
Billings
8
16
0
16
0
0
24
4
68
6,492.00
8
Change Order
Preparation
4
16
0
16
8
0
24
16
84
7,264.00
9
Project Cost
Summaries
6
16
0
8
0
0
8
8
46
4,440.00
10
Final Walk
Thru and
Punch List
12
16
0
16
0
0
24
4
72
7,036.00
11
Record
Drawings
2
8
0
4
24
24
16
2
80
8,478.00
G.\PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT doc
Page 14
Labor Subtotal
152
272
40
284
60
224
830
64
1,926
$189,906.00
EXPENSES:
Computers:
Travel.
Cost/Unit
Air Trips
Ground
Trips
Days
Trip Miles
Air Travel
$0.00
0.00
Mileage
$0.00
0.00
Meals/Lodging
$0.00
0.00
MISCELLANEOUS EXPENSES:
FAX
50.00
TELEPHONE
200.00
POSTAGE
200.00
PRINTING•
0.00
SUBCONSULTANTS:
X 1.1
Subtotal - Labor
189,906.00
Subtotal - Expenses
450.00
Subtotal - Subconsultants
0.00
TOTAL - SERVICES DURING CONSTRUCTION
$190,356.00
End of Exhibit B
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Page 15
EXHIBIT "C"
SCHEDULE OF RATES
FOR
HUIBREGTSE, LOUMAN ASSOCIATES, INC.
(January 1, 2007, Through December 31, 2007)
Licensed Principal Engineer $136.00 per hour
Licensed Principal Land Surveyor $126.00 per hour
Licensed Professional Engineer $113.00 per hour
Licensed Professional Land Surveyor $104.00 per hour
Project Engineer $ 94.00 per hour
CAD Technician $ 82.00 per hour
Resident Engineer/Inspector $ 78.00 per hour
Surveyor $ 78.00 per hour
Senior Engineering Technician $ 78.00 per hour
Engineering Technician $ 55.00 per hour
Word Processing Technician $ 55.00 per hour
Two Man Survey Party $150.00 per hour
Three Man Survey Party $195.00 per hour
Vehicle Mileage $ 0.34 per mile
Global Positioning Survey System Fee $ 75.00 per hour
End of Exhibit C
G:\PROJECTS\2006\06106-C\PROFESSIONAL SERVICES AGREEMENT.doc
Page 16
•
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
3 12_
ForMeeting of June 5, 2007
ITEM TITLE: A Resolution authorizing the City Manager to execute a Professional
Services Agreement with Huibregtse, Louman Associates, Inc. (HLA),
per the attached Contract for construction inspection, construction
survey and other construction management services on Phase 1 of the
Yakima Railroad Grade Separations Project.
SUBMITTED BY: William Cook, Director of Community & Economic Development
CONTACT PERSON/TELEPHONE: Brett H. Sheffield, P.E., Acting City Engineer 576-6797
SUMMARY EXPLANATION:
At the end of 2006, the Railroad Grade Separation Project was divided into Phase 1, Utility
Relocation/Reconstruction and Phase 2, Grade Separations construction of Lincoln Avenue and Martin
Luther King Jr. Blvd. Although Berger/ABAM had all Grade Separation design work in their current
contract with the City of Yakima, it was decided to separate Phase 1 design and construction separate
from underpass construction. This way all Phase 1 construction could be completed in existing right-of-
way, we would meet the timing needs of funding agencies and we will streamline the construction of the
underpasses.
As HLA designed Phase 1 of the Grade Separations Project, it was felt that the City of Yakima would
benefit from the use of HLA for construction surveying, lead inspection, construction management and to
coordinate with local business and property owners during the construction of Phase 1 of the Grade
Separations project. Phase 1 construction is estimated to be $2,000,000 with HLA's anticipated
inspection and construction management assistance cost to be $190,356. (See attached Exhibit "B")
The attached resolution authorizes the City Manager to execute the attached Agreement with HLA to
perform construction survey, construction inspection and construction management as needed. The
attached agreement identifies the tasks and estimated costs for performing the inspection and construction
management at $190,356.
Phase 1 is currently being advertised for bidders with a bid opening scheduled for June 6, 2007.
Resolution XX Ordinance Contract XX Other (Specify)
Funding Source: Budgeted in Fund 392, Cumulative R erve for Capital Improvement
APPROVED FOR SUBMITTAL:
w�- City
anager
STAFF RECOMMENDATION:
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2007-81
Adopt the resolution