HomeMy WebLinkAboutGray & Osborne, Inc. - Professional Services AgreementAND
,���
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
BORNE INC FOR PROFESSIONAL SERVICES
�
^'� �~---
THIS AGREEK4EN�made and ente�0 dintounth|s � ,30XK by and between
the City ofYakirna,Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima,
WA 98901, (hereinafter referred to as "CITY"), and Gray & Osborne, Inc with its principal office at 180 Iron Horse Ct,
Yakima, WA 98901, (hereinafter referred to as "ENGINEER"); said corporation being licensed and registered to do
business in the State of Washington, and will provide Engineering services under this Agreement for WWTF UV Slide
Gates on behalf of the City of Yakima, Project No. 12015Q, herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and construction
of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and
experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of
interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ENGINEER agree as foflows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ENGINEER agres to perform those services described hereafterUnless modified in writing by both
parties, duties of ENGINEER shall not be construed to exceed those services specifically set forth herein.
2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign,
w<: -A as Principal tn Charge throughout the term ofthis Agreement unless
other personnel are approved by the CITY.
2.1 ENGINEER agrees to perform those tasks described in Exhibit A, entitled "WWTF UV Slide
Gates" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein.
2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be
defined in detail at the time this Agreement is executed, and that additional WORK related to the Project
and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time,
by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a
satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional
Page 1
VvORu beyond the scope of the PROJECT 'WORK. Such changes hereinafter :haU be referred to as
"Additional Services."
2.2l 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 tirne adjustment pursuant to this Agreement shall be made and this Avreement shall
be modified in writing; any amendmentoto the Agreement shall become effective upon written
acceptce by the partes hereto.
2.2.2 Compensation for each such reqest for Additional Services shall be negotiated by the CITY and
the ENGINEER according to the provisions set forth in Exhibit 8, attached hereto and incorporated
herein by this reference, and if so authorized, shall be considered part of the PROJECT WORK. The
ENGINEER shall not perform any Additional Servces until so authorized by CITY and agreed to by
the ENGINEER in writing,
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the date of the
ENGINEER's receipt of the written notification of change.
SECTION 3 0TY'SmsSpOm0DrLITisS
3.1 C|TYFURN!SMEDDATA: The CITY will provide to the ENGINEER al! technical datainthe CITY'S possession
relating to the ENGINEER'S services on the PROJECT including information on any pre-existing conditions
known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by
an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER
as required for ENGINEER'S performance of its services and will provide labor and safety equipment as
reasonably required by ENGJNEER for such access.
3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications,
pmposab, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor,
bond and financial advisors, and other consultants as CITV deenis appropriate; and render in writing
decisions required of CITY in a timely manner. Such examinations and decisions, however, shal! not relieve
the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the
standards of care app!icabie to its profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement.
CITY'S Representative shall have complete authority to transmit instructions and receive information.
ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless
otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attentiori
of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete, or
inaccurate based upon the ENGINEERS knowledge.
3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as
additional information to the ENGINEER and will not relieve the ENGINEER of its professional duties and
obligations under this Agreement ar 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 from them.
SECTION AUTHORIZATION,peOMmESS, AND COMPLETION
Page. Z
4.1 |nsigning this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK described in
Exhibit A. The time for completion is defined in Exh?bit A, or as amerided.
SECTION 5 COMPENSATION
611
COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described ri Exhibft
A, compensation shall be according to Exhibit C Hourly Rates, attached hereto and
incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary
expenses.
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Experises 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 C1TY-requested and PROJECT -related insurance and performance warranty costs;
and other similar costs. Reimbursement for DirecNon-Salary Expenses will be on the basis of
actual charges plus a reasonable markup, not to exceed ten percent (10%), and on the basis of
current rates when furnished by ENGINEER. Estimated Direct Non -Salary Expenses are shown in
Exhibit B.
5.1.1.1 Travel costsincluding transportation, lodging, subsistence, and
incidental expenses incurred by erriployees ofthe ENGINEER and each ofthe
Subconsultants in connection with PROJECT WORK; provided, as follows:
• That a maximum of U.S. INTERNAL REVENUE SERVICE allowecents per mile will
be paid for the operation, maintenance, and depreciation costs of company or
individually owned vehicles for that portion of time they are used for PROJECT
WORK. ENGINEER, whenever possible, will use the least expensive form of
ground transportation.
• That reimbursement for meals inclusive of tips shall not exceed a maximum of
forty dollars ($40) per day per person. This rate may be adjusted nnayearly
basis.
• That accammodation shall be at a reasonably priced hotel/motel.
• That air travel shall be by coach class, and shall be used only when absolutely
necessary.
5l2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX
charges are not included in the direcexpense costs, but are considered included in the Schedule
of Specific Houiiy 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.
Reimbursenient for Professional Subconsultants will be on the basis of actual costs billed plus a
reasonable markup, not to exceed ten percent (1O%) 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 Forty -Nine Thousand Seven Hundred fifty Two Dol!ars ($49,752.00). The ENGINEER shaH make all
reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward
that and 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 Iimits. 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
Page 3
after the approved increase, and provided that the City =asinformed in writing atthe time such costs were
The ENGINEER shall submit to the City's Representative on invoice each month for payment for PROJECT
services completed through the accounting cut-off day of the previous mcnth, Such rivoices shafl 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 nfsub«mnsu(tant invoices, and any other
supporting materials and details determined necessary by the City 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 requested.
5.4 If payment is not made within sixt(60) days foliowing receipt of approved invoices, intereston the unpaid
balance shaU accrue beginning with the sixty-first (6rt) day at the rate of 10% per month or the maimum
interest rate permitted by aw, whichever is Iess; provided, however, that no interest shall accrue pursuant
to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith
by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4).
5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty-five (45)
days after satisfactory comp(etion ofthe the services required by this Agreeent as evidenced by CITY's written
acceptance and after such audit or verification as CITY may deem necessary, together with ENGINEER's
execution and delivery of a release of all known payment claims against CITY arising under or by virtue of
this Agreement, other than such payment claims, if any, as may be specifically exempted by the ENGINEER
from the operation of the release in stated amounts to be set forth therein.
5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims,
right, or remedy it may have against the ENGINEER under this Agreement or by law, nor shall such payment
constitute a waiver, remission, or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily
perform the PROJECT WORK as required under this Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely
completion, and the coordination of all plans, designs, 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 generaily accepted civil
engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time,
and in conipliance with applicable aws, regulations, and permits.
6.2 CITY'S review o/ 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
orconstrued tobeemployees nragents ofCITY inany manner wha|soever. The Er•KI|N[ER*Jell not hold
itself out as, nor claim to be, an officer or employee of CITY by reason hereof and shail not make any c!aim,
demond, or application to or for any right or privilege applicable to an officer or employee of CITYThe
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) ENGINEER agres to defnd'indemnify,andho|dharm|estheCnv'Vselectedanduppointed
officials, agents, officers, employees and volunteer(hereinafter "parties protected") from
(1) claims, demands, liens, lawsuits, administrative and other proceedings,(including
reasonable costs and attorney's 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, omission or willful misconduct
arising out ofthe Engineer'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 wiIIfuI misconduct of the Engineer, the Engineer shall at once cause the
same to be dissolved and discharged by giving bond or other necessary satisfaction.
(b) CITY agrees to indemnify and hold the ENGINEER harmless from loss, cost, or expense of any kind
claimed by third parties, including without limitation such loss, cost, or expense resulting from
injuries to persons or damages to propertycaused solely by the negligence or willfuI misconduct
of the CITY, its employees, or agents in connection with the PROJECT.
(c) If the negligence or willful misconduct of botthe ENGINEER and the CITV (ar a person identified
above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall
be shared between the ENGINEER and the CITY in proportion to their relative degrees of negligence
or willful misconduct and the right of indemnity will apply for such proportion.
(d) Nothing contained in this Section or this Agreement shall be construed to create a liability oro
right of indemnification in any third party.
6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable, the indemnification
obligations under this Agreement shall not be limited in any way by any limitation on the amount or types
of damages, compensation, or benefits payable by or for the ENGINEER or a subcontractor under workers'
or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER
specifically and expressly waives its immunity under the Industrial insurance Act, Title 51, RCW. Such waiver
has been mutually negotiated by the ENGINEER and the CITV.
<iG It is understood that any resident engineering or irispection provided by ENGINEER is for the purpose of
determining compliance with the technical provisions of PROJECT specifications and does not constitute
any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not
assume responsibility for methods or appliances used by a contractor, for a contractor's safety programs
or methods, or for contractors' compliance 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, theOTY's
and the ENG|mssx'sofficecs, principals, employees, agents, representatives, and engineers as additional
insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
Page 5
3vbSvRF1rE INVESTIGATIONS: i- rsoilS, foundation,
, gruiii+uwatei, 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 evacuations. changed or unanticipated underground conditions may
occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects
o-be �bil�r of ENGINEER,the extent that ENGINEER NEER hasexercised theapplicabled
m. �'.Qi s ._ �,`n,:. C�r'-.�ea�s -_'y' w the - _ a to _.._ _n_ -_ that _ani _II4__ 2xerc. e�: _.. and
appropriate standard of professional care, thoroughness and judgment in performing such investigations.
SECT+ iOi' 7 PROJECT SCHEDULE AND BUDGET
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shah
be as set forth in this Agreement and attached Exhibits. The project schedule and performance dates for
the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen (15) days after
execution of this Agreement. The performance dates and budgets for tasks may be modified only upon
written agreement of the parties hereto. The performance date for tasks and the completion date for the
entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays
attributable to the ENGINEER, but may be extended or increased by the CITY in the event of a delay caused
by special services requested by the CITY or because of unavoidable delay caused by any governmental
action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated
or avoided.
7.2 Not later than the tenth (10t'') 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 CITY's request 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 services of this PROJECT. There shall be no
reuse, change, or alteration by the CITY or others acting through or on behalf of the CITY without written
permission of the ENGINEER, which shall not be unreasonably withheld and will be at the CITY's sole risk.
The CITY agrees to indemnify the ENGINEER and its officers, employees, subcontractors, and affiliated
corporations from all claims, damages, losses, and costs including, but not limited to, litigation expenses
and attorney's fees arising out of or related to such unauthorized reuse, change, or alteration; provided,
however, that the ENGINEER will not be indemnified for such claims, damages, losses, and costs including,
without limitation, litigation expenses and attorney fees if they were caused by the ENGINEER's own
negligent acts or omissions.
8.2 The ENGINEER agrees that any and all 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 owned by and vested in the CITY,
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter "Intellectual
Property") as well as any modifications, updates or enhancements to said Intellectual Property during the
performance of the WORK remain the property of ENGINEER, and ENGINEER does not grant CITY any right or
license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
Page b
9.1 The ENGINEERncluding 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 consi5tently applied. The CITY, or the CITYs duly authorized
representative, shall have access to such books, records, documents, and other evidence far 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.
5i2 Audits conducted pursuant to this section shaU be in accordance with generaily 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 ENGINEER's written comments, if any.
9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on
the Project.
9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated
shall be reimbursed to the CITY
SECTION 10 INSURANCE
10.1 At all times during performance of the WORK, ENGINEER shall secure and maintain in effect insurance to
protect the CIP( and the ENGINEER from and against all claims,damages, losses, and expenses arising out
of or resulting from the performance of this Agreement. ENGINEER shall provide and maintain in force
insurance in limits no less than those stated below, as applicable. The CPTY reserves the right to require
higher limits should it deem it necessary in the best interest of the public. If ENGINEER carries higher
coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance
and Endorsements and ENGINEER shall be named as an additional insured for such higher limits.
10.1.1 Commercial General Liability tnsurance. Before this Agreement is fully executed by the parties,
ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and
commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to
minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and
property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly
state who the provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name
the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds.
The insured shall not cancel ar 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.
1012. Commercial Automobile Liability Insurance.
a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the parties,
ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial
automobile liability insurance and commercial umbrella liability insurance with a total liability
limit of the limits required in the policy, subject to minimum limits of Two Million Dollars
($2'000,000.00) per occurrence combined single limit bodily injury and property
damage. Automobile liability will apply to "Any Auto" and be shown on the certificate.
Page 7
b. if ENGINEER does not own any vehicles, only "Non -owned and Hired Automobile Liability"
will be required and may be added to the commercial liability coverage at the same Iimits as
required in that section of this Agreernent, which is Section 101.1 enbted "Cornrnerci General
Liability insurance".
c. Under either situation described above in Section 10.1.2a and Section 10.12.b, the
required certificatecfinsurance shall clearly state who the provider is, the coverage amount,
the policy number, ar.d when the policy ar.d pravisions provided are in effect. Said poticy shall
be in effect far the duration af this Agreement. The poiicy shali name the ClTy, its eiected and
appointed officials, officers, agents, employees, and volunteers as additional insureds. The
insured shali not cancel ar change the insurance w,thout first giving the CITY thirty (30) calendar
days prior written notice. The insurance shal( be with an insurance company ar companies rated
A-VIl or higher in Best's Guide and admitted in the State of Washington.
10I3. Statutory workers compensation and employers Ilability insurance as required by state Iaw.
10.1.4. Professional liability Coverage.Before this Contract is fulty executed by the parties, ENGINEER
shall provide the City with a certificate of insurance as proof of professional liability coverage
with a total liability limit of the limits required in the policy, subject to minimum limits of Two
Million Dollars (g2,000,000.08) per claim, and Two Million Dollars ($2,000000.00)
aggregate. The certificate sha ciearly state who the provider is, the covergeamount, the
policy number, and when the poticy and provisions provided are in effect. Said policy shall be in
effect for the duration of this Contract. The insured shall not cancel or change the insurance
without first giving the CITY thirty (30) calenddr days prior written notice. The insurance shall
be with an insurance company or companies rated A -VII or higher in Best's Guide. If the policy is
written on a claims made basis the coverage will continue in force for an additional two years
after the competion of this contract.
Failure of either or alt of the additionat insuredsto report a claim under such insurance shall not
prejudice the rights of the CITY, its elected and appointed offlcials, officers, employeesagents,
and representatives there under. The CITY and the C|TY'se|ected and appointed officials,
officers, principals, employees, representatives, and agents shall have no obligation for payment
of premiums because of being named as additional insureds under such insurance. None of the
policies issued pursuant to the requirements contained herein shall be canceled, allowed to
expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after
written notice to the CITY af such intended cancellation, expiration or change.
SECTION 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract any portion
of the WORK to be performed under this Agreement.
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 and
engineering performance, acts, and omissions of all persons and firms performing subcontract WORK.
11.3 CITY does anticipate ENGINEER subcontracting with additional persnns or firms for the pugxose of
completing thjs Agreement.
Page
11.4 The ENGINEER shall submit, along with its monthly invoicesa description of all WORK completed by
subconsultants and subcontractors during the preceding month and copies of all invoices thereto.
SECTION 12 ASSIGNMENT
1Z1
This Agreement is binding on the heirssuccessors and assigns of the parties heretoThis Agreement may
not be assigned by CITY or ENGINEER without prior written consent of the other, which consent will not be
unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by
this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties
to this Agreement.
SECTION 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITV 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 JURISDICTION AND VENUE
14.1 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
ail disputes arising under this Agreement shall lie in a court of competent jurisdiction in Yakima County,
Washington.
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and subcontractors
shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis
of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged
veteran or military status, pregnancy, sexual orientation, and any other classification protected under
federal, state, or Iocal Iaw. This provision shall include but not be Iiniited to the foliowing: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms
of compensation, selection for training, and the provision of services under this Agreement. ENGINEER
agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mali, all or a portion of the WORK underthis Agreement
if unforeseen circumstances beyond Ores control are interfering with normal progressnfthe WORK. ENGINEER
may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen
circumstances beyond ENGINEERs control are interfering with normal progress ofthe WORK. ENGINEER may
suspend WORK on the PROJECT in the event CITY does not pay invoices when due, except where otherwise
provided by this Agreement. The time for completion of the WORK shall be extended by the number of days
WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are
subject to renegotiation, and both parties are granted the option to terminate WORK an the suspended portion
of Project in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 Either party may terminate this Agreement, in whole or in part, if the other party materiaily 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
Page
days wr|me,nnotice deiive/e6bycertified mail, return receipt. requested, n/intent u*terminate; and (2)an
opportunity for consultation nd 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 prty as set forth in this Areernent
17,2 In addition to termination under subsection 17.J. ot this Section, (art may terminate this Agreement for its
convenience, in whole or in part, provided the ENGINEER is#iven: (l) not less than fifteen (Is) calendar
days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an
opportunity for consultation with CITY before the effective termination date.
173 if CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price pursuant to
the Agreement shaU be made, but (1) no amount shall be allowed for anticipated profit on unperformed
services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be
adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of
the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which
was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is
usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself
or of employing another firm to complete it. Under no circumstances shall payments made under this
provision exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any and
all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default.
This provision shall not preclude CITY from filing claims and/or commencing litigation to secure
compensation for damages incurred beyond that covered by contract retainage or other withheld
payments.
17.4 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 reasonabiy incurs relating
to commitments which had become firm before the termination, unless CITY determines to assume said
commitments.
17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGIN EER shalt (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 retairiing copies of the same.
17.5 Upon terminatiounder any subparagraph above, CITY reserves the right to prosecute the WORto
completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility
to prosecute further WORK thereon.
177 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 17.4 of this Section.
17.8 If, because of deathunavailability 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 nfits obligations to complete performance
ijnder this Agreement without the concurrence and written approval f GITY. If CITY agrestotermioation
of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this
Page 10
SECTION 18 DISPUTE RESOLUTION
18.1 In the event that any dispute shall arise as to the interpretation or performance 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 resoive the dispute. If neither of the afore mentioned methods are successfuI then any dispute
relating to this Agreement shall be decided in the courts of Yakima County, in accordance with SECTION 14.
If both parties consent in writing, other available means of dispute resolution may be implemented.
SECTION 19 NOTICE
19.1 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
beiow, whichever is earlier.
CITY:
City of Yakima Wastewater Divisio
2220 East Viola
Yakima, WA 98901
Attn: Marc Cawley, Wastewater Superintendent
ENGINEER: Gray & Osbore, Inc
z8VIron Horse Ct.
Yakima, WA 98901
Attn:
IN WITNESS WHEREOF, the parties hereto have caused this Agrement to be executed by their respective
authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Printed Name: Alele erhoff
Title: Interim City Wiana
Date:�
er
City Clerk
CITY CONTRACT Nr
GRAY & OSBORNE, INC
Signature
Printed Name: M14/
E.
Date:
14
N`���)
STATE OF WASHINGTON
COUNTY OF YAKIMA
certify that I know or have satisfactory evidence that Alex Meyer Toff is the person who appeared before me, and
said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the
instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of
such part for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
uuntosiot
rage 11
STATE OF WASHINGTON
COUNTY OF YAKIMA
) ss.
)
1 certify that 1 know or have satistactory evidence that Michael 13- Johnson is the person who appeared
before me, and said person acknowledged that hefshe signed this instrumerit, on oath stated that he/she was
authorized to execute the instrument, and acknowledged it as the President of
Gray & Osborne, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
Dated: 05/15/2020
Seal or Stamp
(Signature)
AdmluiotratI�m Assistant
Title
Brenda E. Ironmonger
Printed Name
My commission expires: 06/24/2022
Page 13
EXHIBIT "
SCOPE OF WOW(
CITY OF YAKIMA
F
UV SLIDE GATES
Based on our understanding of the project: this Scope of Work presents the professional
engineering services requested by the City of Yakima for the City's Wastewater Treat/pent
Facility located at 2220 East Viola Avenue, Yakima, WA 98901.
Project Understanding: The hale and outlet slide gates that control flow to the UV tidfrifoction
System have becorne mostly inoperable which greatly impedes the ability to isolate and service
each of the three UV trains of equipment. The slide gates are ahfrninum and the guides are
corroded, preventing free travel of the gates and cawing accelerated wear of the existing electric
actuators. The City requests the gates be replaced with stainless steel, gates and new eieetlie
actuators.
The project will require one or more Udi units to be taken out of services during the replacement.
The Scope of Services included in this work are as follows:
SCOPE OF SERVICES
Task 1 - Project Management
This task will incorporate overall project management as well as in-house quality assurance and quality
control (CIA/QC) reviews of all documents in order to address the relevant issues that may affect the
project. The project management task also covers oversight of the project schedule and budget,
Task 2 — Engineering Memorandum
An engineering memorandum will be developed as a predesign report, Options for maintaining effluent
flow and disinfection during the process of gate replacement will be investigated while working closely
with WWTF operators and maintenance personnel, The Engineering Memorandum will evaluate the
following items:
Page 14
1. Ability to meet the NPDES requirements for plant effluent disinfection and
dechlorination using the existing effluent chlorine contact tank, liid sodium
hypochlorite, and utemporary dechiorination option while all three UV systems
are out of service.
2. Investigate gate manufacturers for inclusion in the specifications.
3. Investigate actuator manufacturers for inclusion in the specifications.
4. Utilize Sub Consultant to review recommended actuator specifications for
integration into the UV system power, electronic control, and SCADA systems.
5. Meet with City staff to confirm conclusions and recommendations.
TaskB—Contract Documents for UV Gate Replacement
Services shall include the preparation of plans, technical specifications, contract documents and cost
estimates for the UV Gate Replacement project. Plans, specifications and contract documents will be
prepared in a City approved format for bid to be used by a general contractor in performing the
construction work.
Three copies of preliminary plans and one PDF electronic copy, specifications cost estimates will be
provided to the City at 50 -percent and 90 -percent levels of completion for review and comment. Gray &
Osborne will review the documents with the City to obtain comments and/or suggested design revisions
and revise the documents accordingly.
Task 4 — Bid Services
Prepare final contract documents and assist the City with advertising the project for public bid. Provide
four hard copies of the plans and specifications to the City along with a digital copy of the plans and
specifications for the City's use. Gray & Osborne will electronically post contract documents including
drawings and specifications on Gray & Osborne's construction documents website "gobids" for use by
prospective bidders and plan houses.
Gray 8E Osborne will respond to bidder's questions and prepare addenda as needed; the addenda will be
distributed to the bidders through the "gobids" website. Gray & Osborne will conduct a pre bid meeting
and prepare minutes for inclusion in an addendum.
Gray & Osborne will review each bid and verify the bidder's responsibility and provide a letter of award
recommendation to the City.
NOTE: This scope of work assumes that the City wili perform the foliowing work and therefore is not
Page 15
*: Submit advcrtisernent to the paper af record and DJC.
• Conduct the bid opening.
• Develop and distribute o bid tab.
• Distribute and obtain required contracts(Qnatunes and review bonds and insuence, for
the final signed Contracts.
Task 5—Services During Construction
▪ Coordinate and conduct a pre -construction conference to review the requirements of
the plans and specifications of the project with the Contractor and to establish
administrative procedures for the project.
Provide submittal review/approval: Review shop drawings and submittals for
compliance with design intent and general conformity with the Contract Documents.
Provide construction correspondence: Act as liaison, on the City's behalf, between the
City and Contractor to the extent provided in the Contract Documents and to administer
the construction contract and prepare and transmit general construction
correspondence, to include interpretation and/or clarification of the Contract
Documents, preparation of weekly Contract Time Completion Statements, calculation
and preparation of Pay Estimates, negotiation and preparation of Change Orders, and
other generat construction correspondence.
Field inspection: Perform site visits during construction to monitor conformance to the
Contract Documents. Summarize the findings of the site visits.
Obtain from the Contractor a Ietter indicating that Substantial Completion has been
reached, after the preliminary walk-through and with the concurrence of the City.
Prepare and transmit the preliminary and final punch lists, subsequent to their
respective walk-throughs.
Prepare and transmit a recommendation to the City to accept the project as complete.
If necessary, utilize Sub Consultant for integration of new equipment into the UV power,
controls and SCADA systems.
Receive and review contractor's weekly payroll certifications. This review shall also
include subcontractors. The Contractor wiII be notified of any discrepancies and
corrected payroU sheets shaH be requested. Field !abor interviews are not induded in
this scope of work.
Page 16
Maintain electronic file of all certified payroll submittals and re -submittals organized by
contractor by payroll period.
INFORMATION TO BE PROVIDED BY CITY
We will work with the City to ensure that all of the information needed to complete the work is
obtained. This information will include, but is not necessarily be limited to, the following:
1. Existing planning documents and record drawings to develop background
information, including design criteria for the UV Disinfection System.
2. Existing equipment operation and maintenance manuals. (Gate Installation and
O&M Manual already provided.)
3. Structural and mechanical Record Drawings of the UV Diversion Box and the UV
Disinfection System including interconnecting piping and bypass piping from the
diversion box.
SCHEDULE
The proposed schedule for completion Task 2, Engineering Memorandum and Task 3, preparation of
Contract Documents is 50 calendar days after the date this Agreement is executed.
The proposed schedule for completion of Task 4 and 5, Bid and Construction Services, will be on an on-
call basis dependent upon the final City bid advertisement schedule and the Contractor's on-site
schedule.
PROJECT BUDGET
The maximum amount payable to Engineer for the completion of the work associated with this Scope of
Work, including contingencies, salaries, overhead and direct non -salary costs shall be shown in the
attached Exhibit "B." Schedule of Rates is attached Exhibit "C."
Page 17
ENGINEERING SERVICES
SCOPE AND ESTIMATED COST
- UV Slide Gates
0
-4
00 00
kf3
L0
0
0
00
LS)
411-
ato 00
c c
tx
• 63
01 a)
00 4)
C
=
0) —
• , 0)
7
cm 43
• E
'5 tri
LL UJ
ro
0
00
c
7---1
in
1.).)
(f)§ 0 tri .7.°
(31
0 N
a
:.
00.4.,
‘Zt. ori. IV .S7
x
Aft. if4 ()4%
il- 1./1 44(
4.0
Total Fully Burdened Labor Cost:
Direct Non -Salary Cost:
Mileage & Expenses (Mileage @ current IRS rate)
Subconsultant:
Conley Engineering
Subconsultant Overhead (10%)
TOTAL ESTIMATED COST:
0
0)
73
_u
c a)
(.0 tt4
Ct.
0)
EXHIBIT
SC,IIEDITIL.E OF RATES., YEARS .2020-2021.
Description
Pnnci al
Princi al
Princi al I
1
Protect Manager
Structural Engineer
Project Engineer
Civil Engineer III
Civil Engineerll
Civil Engineer 1
Electrical Engineer 11
Electrical Engineer I
Environmental Technician
AutoCAD Technician IV
AutoCAD Technician III
Hourly
Rate
$188.58
$168.08
$157.91
$167.74
$161.81
$145.56
$139.78
AutoCAD Technician 11
AutoCAD Technician I
$101.66
$91,9
$171.98
$168.59
$128.77
$126.23
$93.36
Professional Land Surve or
Field Surve or 11
Field Surveyor I
Construction Ins
ector
$88.95
$77O9
$148.26
$8811
$82A8
$12t99
NOTE: Subconsultants will be identified on
a task -by -task basis and will be invoiced at
cost .1us a 10% overhead fee.
Page 20