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HomeMy WebLinkAboutR-2004-109 Mead & Hunt Inc. AgreementRESOLUTION NO. R-2004-109 A RESOLUTION authorizing the City Manager of the City of Yakima to execute an "Agreement for Airport Planning Consulting Services" with Mead & Hunt, Inc. WHEREAS, the City of Yakima requires certain airport planning services; and WHEREAS, Mead & Hunt, Inc., has the experience and expertise to provide said airport planning services and is willing to do so in accordance with the terms and conditions of the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of the attached agreement with Mead & Hunt, Inc., now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "Agreement for Airport Planning Consulting Services" with Mead & Hunt, Inc. ADOPTED BY THE CITY COUNCIL this 20th day of July, 2004. 41 ATTEST: Paul P. George, Mayor 44Au-v.., City Clerk res-ced-mead & hunt -airport plarming.pm I-1Lt No.tiny 11.'Ue 'U4 Fri U4:1t5 1U:riHU tiUN1 • 6 1 HA;5ebUte1 e p C1S' cc, -040c / AGREEMENT FOR AIRPORT PLANNING CONSULTING SERVICES THIS AGREEMENT (hereinafter "Agreement") is made by and between the City of Yakima, a Washington State municipal corporation (hereinafter the "City"), and Mead & Hunt, Inc., Consulting Engineers, Arohi- tects, and Consultants, Madison, Wisconsin, a Wisconsin corporation (hereinafter the "Consultant'). WHEREAS, the City desires certain airport planning services. WHEREAS, the Consultant has the experience and expertise to provide said airport planning services and Is willing to do so in accordance with the terms and conditions of this Agreement, NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it Is agreed by and between the City and the Consultant as Follows; SECTION 1—SERVICES OF CONSULTANT 1.1 General. The Consultant shall perform professional airport planning consulting services as de- fined 1n Exhibit A titled Scope of Services. 1.2 Additional Services, If provided for in Exhibit A or authorized in writing by the City, the Consult- ant shall furnish or obtain from others Additional Consulting Services which are not considered normal or customary to the Basic Airport Planning Consulting Services. SECTION 2—PERIOD OF SERVICE 2.1 The services called for in this Project will be completed and submitted within the time period indi- cated iri Exhibit A, Scope of Services. 2.2 If the Consultant services are delayed or suspended in whole or in part by the City for more than three (3) months for reasons beyond the Consultant's control, the Consultant shall, on written re- quest to the City (but without termination of this Agreement), be paid as provided In Section 4 herein. If such delay or suspension extends for more than six (6) months for reasons beyond the Consultant's control, or it the Consultant for any reason is required to render services more than six (6) months after completion of the consulting services, the various rates of compensation pro- vided for elsewhere in this Agreement shall be subject to renegotiation. SECTION 3—CITY'S RESPONSIBILITIE$ 3.1 General. The City shall provide all criteria and full information as to the City's requirements for the Project including objectives and constraints, space, capacity, and performance requirements, flexibility,• and expandability, and any budgetary limitations. The City shall also give thorough consideration to and respond promptly to all submissions of the Consultant and shall perform the following: 3.1.1 Furnish or otherwise make available such Project -related information and data as is rea- sonably required to enable the City to complete its Basle and Additional Services. 3.1.2 Designate a City's Representative with respect to the work to 4e performed under this Agreement. 3,1,3 Agree to oiarlty and define Protect requirements and to provide such legal, accounting and insurance counseling services as may be required for the Projeot. 3.1.4 Obtain approvals and permits from governmental agencies. Page 1 of ( Mead & Hunt I-1 Lt No . ti4W 11/Ue "t14 1'i"I U4:10 1 L ; I"ItHU is, MUNI rHA • oCOU r c l r Huc o SECTION 4 --PAYMENTS TO CONSULTANT 4,1 Payment for Services. In exchange for the referenced services, the City shall pay the Consultant a total sum not to exceed Twenty Thousand Dollars ($20,000.00) as more fully set forth In Exhibit 13 (Payment for Services and ,Expenses of Consultant), attached hereto and Incorporated herein by reference. All payments are expressly conditioned upon the Consultant's providing services that are satisfactory to the City, 4,2 If any work performed by the Consultant is abandoned or suspended in whole or in part by the City, the Consultant shall be paid for all satisfactory services performed on account of it prior to receipt of written notice from the City at such abandonment or suspension. All such services and expenses shall be paid for by the City at the Consultant's Standard Billing Date Schedule, 4,3 If the City fails to make any payment due the Consultant for satisfactory services and expenses within sixty (60) days after receipt of the Consultant's bit therefore, the amounts due the Con- sultant shall include an Interest charge at the rata of 1.0 percent per month from said sixtieth (60) day; and, in addition, the Consultant may, atter giving seven (7) days' written notice to the City, suspend services under this Agreement until the Consultant has been paid, in full, all amounts due it for services rendered and expenses incurred, including the interest charge on past due In- voloas. 4.4 In the event that either party terminates this Agreement under Section 5,1, the Consultant shall be compensated in accordanoe with the above terms for all satisfactory services provided to the City through the effective termination date. 4.5 The quoted tees and scope of services constitute the best estimate of the fees and tasks re- quired to perform the services as defined. For those projects involving conceptual or process development service. activities often cannot be fully defined during Initial planning, As the Pro- ject progresses, foots uncovered may reveal a change in direction which may alter the scope, The Consultant will promptly Inform the City in writing of such situations so that changes in this Agreement may be made as required. In addition, If the City requests significant modifications or changes In the scope of the Project, the time of performance of the Consultant's services and rates of compensation shall be adjusted by mutual written► agreement of the City and the Con- sultant. 4.6 The Consultant shall make the cost records, accounts and related financial documents pertaining to this Agreement available for inspection by representatives of the City during the term of this Agreement and for a period of three (3) years following the final payment to the Consultant by the City. In the event that any audit or inspection identifies any discrepancy In such financial records, the Consultant shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. SECTION 5—MISCELLANEOUS 5.1 Termination of Agreement. Either party may terminate this Agreement, with or without cause, upon seven (7) days' written notice to the other party. The Consultant will prepare a final Invoice showing all charges Incurred through the date of termination; payment is due as stated in this Agreement. 5.2 Notices. Unless stated otherwise herein, ail notices and demands shall be In writing and sent to the parties to their addresses as follows: TO CITY: Dick Zais City Manager 129 North Second Street Yakima, WA 98901 TO CONSULTANT: Page 2 of 5 Mead & Hunt FILE No.649 11/02 '04 PIS 04:17 ID:MEAD a HUNT FAX:5269721 PAGE 4 or to such other addresses as the parties may hereafter designete in writing. Notices and/or de- mands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such no- tices shall be deemed effective when mailed or hand delivered at the addresses specified above. 5.3 Ownership of Doouments. The completed documents shall become the property of the City. The Consultant does not intend or represent that such documents are suitable for reuse by the City or others on extensions of this project or with regard to any other project. Any such reuse without the written permission of the Consultant shall be at the City's risk. 5.4 Taxes. The Consultant shall be solely responsible for compensating Its employees and for pay- ing aying all related taxes, deductions and assessments, including but not limited to federal Income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deduc- tions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agree- ment, the Consultant shall pay the same before it becomes due. 5.5 Compliance with Law. The Consultant agrees to perform all work/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. 5.6 Nondiscrimination. During the performance of this Agreement, the Consultant shall not discrimi- nate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall in- clude but not be limited to the following: employment, upgrading, demotion, transfer, reoruitment, advertising. layoff or termination, rates of pay or other forms of compensation, selection for train- ing, and the provision of services under this Agreement. 5.7 Indemnification and Hold Harmless. 5,71 The Consultant agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judg- ments, awards, costs and expenses (including reasonable attorneys' fees and disburse- ments) resulting from death or bodily injury to any person or damage or destruction to a third party to the extent caused by any negligent act and/or omission of the Consultant, Its officers, employees, agents, and/or subcontractors arising out of the performance of this Agreement. 5,7.2 In the event that both the Consultant and the City are negligent, the Consultant's liability for indemnification of the City shall be limited to the contributory negligence for any re- sulting suits, actions, claims, liability, damages, judgments, costs and expenses (Includ- ing reasonable attorney's fees) that can be apportioned to the Consultant, its officers, employees, agents, and/or subcontractors. 5.7.3 Nothing contained In this Section of this Agreement shall be construed to create a liability or a right of Indemnification In any third party. 5.7.4 This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 5.8 Insurance Requirements. 5.6.1 Commercial Liability Insurance. Before this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as proot of commer- cial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider Is, the coverage amount, the policy number, and when the policy and provisions provided are In effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name City, Its officers, elected officials, agents, and em- ployees as additional insureds and shall contain a clause that the Insurer will not cancel Page 3 of 5 -----Mead & Hunt I-1Lt 1'1O.04:7 11/VG V4 MI V4,1( 11)•IItHU & MUNI r'Hn-oeo.`7r4i rHUC .7 or change the insurance without first giving the City thirty (30) calendar days' prior written notice, The Insurance shall be with an insurance company rated A -VII or higher in Best's Guide and admitted In the State of Washington. 5.82 Professional Liability Insurance. Before this Agreement Is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as evidence of Pro- fessional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars ($1)000,000.00). The certificate shall clearly state who the provider Is, the amount of coverage, the polioy number, and when the policy and provisions provided are In effect. The Insurance shall be with an insurance company rated A -VII or higher in Best's Guide. 1f the policy is on a claims made basis, the retroactive date of the insur- ance policy shall be on or before the inception data of this Agreement or shall provide full prior acts, The insurance coverage shall remain in effect during the term of this Agree- ment and for a minimum of three (3) years following the termination of this Agreement. 5.8.3 No Insurance provided by the City. 1t Is understood the City does not maintain liability In- surance for the Consultant and/or Its employees, agents, officers, and subcontractors. 5.9 This Agreement and all covenants hereof shall inure to the benefit of and be binding upon the City and the Consultant, respectively, and their partners, successors, assigns, and legal repre- sentatives. Neither the City nor the Consultant shall have the right to assign, transfer, or sublet its interest or obligations hereunder without written consent of the other party. 5,10 Standard of Performance. The Consultant will provide all services in accordance with generally accepted professional practices. The Consultant does not make any warranty or guarantee, ex- pressed or implied, nor is this Agreement or contract subject to the provisions of any uniform commercial code. Similarly, the Consultant will not accept those terms and conditions offered by the Gity in its purohase order, requisition, or notice of authorization to proceed except as set forth herein or expressly agreed to in writing. Written acknowledgment of receipt or the actual per- formance of services subsequent 10 receipt of such purchase order, requisition, or notice of au- thorization to proceed is specifically deemed not to constitute acceptance of any terms or condi- tions contrary to those set forth herein. 5.11 Non-walver. This Agreement cannot be changed or terminated orally. No waiver of compliance with any provision or condition hereof shall be effective unless agreed In writing duly executed by the waiving party. 5,12 Severability. 5.12.1 If a court of competent Jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid In whole or In part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be oonstrued and enforced as if the Agreement did not contain the particular provision held to be Invalid. 5.12.2 If any provision of this Agreement is In direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed Inoperative and null and void Insofar as it may conflict and shall be deemed modified to conform to such statutory provision. 5.12.3 Should the City determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, the City may, in its sole discretion, terminate this Agreement. 5.13 Drafting of Agreement. Both the Consultant and the City have partiolpated in the drafting of this Agreement. As such, It Is agreed by the parties that the general contract rule of law that ambigui- ties in the contract language shall be construed against the drafter of a contract shall have no applioation to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced, 5.14 Thls Agreement does not create any benefits for any third party. Page 4 of 5 —Mead & Hunt r 1Lt NO.04:J 11/tie U4 Vrl U4;10 11J .rttHU ik MUNI r Hn . oeou r C 1 rHuI 0 5.15 Entire Agreement. This Agreement, together with the Exhibits and Sohedules, constitutes the entire understanding between the City and the Consultant and supersedes all prior written or oral understandings, agreements and/or contracts between the City and the Consultant with regard to the Project, and no representations, inducements, promises, or agreements not embodied herein shall be of any force or effect. The Agreement, Exhibits, and Schedules may only be amended, supplemented, modified, or canceled by a duly executed written instrument entered into between the parties. 5.16 Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington. The venue for any action to enforce or interpret this Agreement shall Ile in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA: By: R. A. Zais, Jr., City Manager Date: .mow1 as 00;f Attest: City Clerk City Contraot No. Resolution No. I9 -2,41/-/e, .._ CONSULTANT: MEAD & HUNT, t 0, By Title: Praslilentt'Nioe President Date: 4--791c of Attest: S:\kwayenb9\K4ron's FIIea1A13REEMENTS\MGMURRAY\Mend & Wont Airport planting agreement.doo Page 5 of 5 Mead & Hunt r 1 Lt 1V0.O4V 11 /UC -U4 FTI U4=10 1 U I ItHU ZS MUNI rHA - DC0.7 (C 1 p. Exhibit A SCOPE OF SERVICES: 1. Consultant shall review the current Airport Safety Overlay ordinance and make recommendations as to possible changes to said ordinance. As part of this review process, Consultant shall seek and obtain input from local stakeholders. Materials utilized by Consultant during this review shall include, but not be limited to the following: a, WSDO`1' Aviation Guidelines handbook. b. Airport Master Plan (AMP), which includes the Airport Layout Plan (ALP). c. CalTrains Airport Land Use Planning Handbook. d. Local aircraft crash data. e, Other current data resources. 2, Other work and services as directed by the City of Yakima. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. * 1 Z For Meeting of July 20, 2004 ITEM TITLE: Consideration of a Resolution authorizing the City Manager of the City of Yakima to execute a contract amendment "Agreement for Airport Planning Consulting Services" with Mead & Hunt, Inc. SUBMITTED BY: i am Cook, Director, Dept. of Community and Economic Development CONTACT PERSON/TELEPHONE: Doug Maples, Code Administration and Planning Manager (509) 575-6121 SUMMARY EXPLANATION: On June 8, 2004 a City Council study session was held to brief the City Council members on the Airport Safety Overlay (ASO). After several presentations, the City Council requested a continuation of the Study Session (scheduled for August 24, 2004) and asked that County Commissioners and Union Gap elected officials be invited. Council also directed staff to bring back draft legislation addressing the Yakima Aix Terminal Board's map proposal for the ASO. In order to insure the ASO legislation has addressed all issues staff requests an increase of $10,000 to amend the existing contract with Mead & Hunt, Inc. for a total contract of $20,000. This will help provide a third party review of proposed legislation, for an ordinance that will have a critical impact on the future development of Yakima and Union Gap. In addition it would aid in achieving the goals that were discussed at the June 8, 2004 study session. • Utilize the most current data to establish a defined boundary of the ASO • Insure the ASO draft will compliment and coordinate with the Airport Master Plan, the Comprehensive Plan, and any land uses in the airport influence area, • Provide direction on the legal risks and liability the City/County will take on as a result of development in the airport influence area, and; • Establish appropriate criteria for regulating development around the Airport. Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Funding Source Salary sav' sof unfilled position APPROVED FOR SUBMITTAL: �� Phone: City Manager STAFF RECOMMENDATION: The City Council approves the resolution to amend the existing Mead & Hunt, Inc. using salary savings. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2004-109.