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HomeMy WebLinkAboutGray & Osborne, Inc. - Professional Services Agreement; Kiwanis WellProfessional Services Agreel ant AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND GRAY & OSBORNE NC FOR PROFESSIONALSERVICES 'i� TH�AGREEW1ENT nnadeamj entered into on this � day 2020, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 orth Second Street, Yakima, WA 98901, (hereinafter referred to as "CITY"), and Gray & Osborne, Inc with its principal office at 11SDRainier Ave, S_ Ste. 300' Seattle, WA 98144^ (hereinafter referred to as '^EmG|N[E8'');said corporation being licensed and registered to do business in the State of Washington, and will provide Engineering services under this Agreement for Kiwanis Well Pump, Column and Shaft Procurement Document on behalf of the City of Yakima, Project No. SC2540' herein referred to as the 'PROJECT WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engirleering services for design and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and WHEREAS, ENGINEER represmsthmhhasava[bWnondofferstvpmvideperspnne|wkhknow|edgeand experience necessary to satisfactorily accompRsh the work within the required time artd that it has no conflicts of interest prohibited by Iaw from entering into this Agreement; NOW, THEREFORE, CITY and ENGINEER agree as follows: SECTION 1 INCORPORATION OF RECITALS lI The above recitals are incorporated into these opera ive provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described heeafter, Unless modified iri writing by both parties, duties of ENGINEER shall not be construed to exceed those services specifically set forth hereirt z�.Z ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Don Tulloch, PE as Principal-iri-Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled "Pump Procurement Specification" (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 aII 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 riot 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 Page 1 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." 2I1 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 time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing; any amendments to the Agreement shall become effective upon written acceptance by the parties hereto. 2l2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B, 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 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 fro ENGINEER's receipt of the written notification ofchange. SECTION 3 CITY'S RESPONSIBILITIES he date of the 3.1 [nvfUKm|S*EDDATx The CITY will provide to the ENGINEER all technical data in the CITYS 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 PROPERTYThe 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. 3.3 TIMELY REVIEW: The CITY will examine the ENGINEERS studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care applicable to ts 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 attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S 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 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 from them. Page 2 SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1, In stgning this Agreement, CITY ClTYgrants ENGINEER specific authorizatlon to proceed wlth WORK descnbed in Exhibit A. The time for completlon s defined in Exhiblt A, or as amended. SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in ExhFbit A, compensation shall be angto[xhUoit C - Schedule of Specific Hourly Rates, attached hereto and lncorporated herein by this rence, on a time spent basisp|wnne|mbumomentYu,dinectnnn-sa|apy 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; alt 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 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. 5.1.11 Travel costs, including transportation, lodging, subsistenceand incidental expenses incurred by employees ofthe ENGINEER and each ofthe Subconsultants in conriection with PROJECT WORK; provided, as foltows: • That ( of U.SINTERNAL REU RV| E allowed cents per milewill 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 on a yearly basis. ° That accommodation shall be at a reasonably pdcedhnteVmote' ' + That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone chargescomputer charges, 1n -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 subcon,ultants 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 actual costs billed plus a reasonable markup, not to exceed ten percent (10%) for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. 5.2 Unless speciflcally authorized in writing by the CITY, the totabudgetary amount for this PROJECT shall not exceed Four Thousand Six hundred and Twenty dollars K$4,62008. The ENGINEER shall make all Page 3 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 excescosts expended prior to such lncrease will be allowable to the same extent as if such costs had been lncurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. 5.3 The ENGINEER shall submlt to the City'sRepresentative an invoice each month for paynient 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 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 resubmlt such item(s) in a subsequent Invoice together wlth additional supporting information requested. 5.4 If payment is not made within sixty (60) days foliowing receipt of approved lnvoices,interest on the unpaid balarice shall accrue beginning with the sixty-first (61) day at the rate of 1.0% per month or the maximum interest rate permitted by law, whichever is less; 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 CIT'Yto the ENGINEER pursuant to the terms of RCW 39.76.020(4). 5.5 Final paymenof any balance due the ENGINEER for PROJECT services will be made within forty-five (45) days after satisfactory completioof the services required by this Agreement as evidenced by CITY's written acceptance and after such audit or veriflcation 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 speciflcally exempted by the ENGINEER from the operatlon of the release in stated amounts to be set forth therein. 5.6 Payment for any PROJECT services arid WORK shall not constitute a waiveror release by CITY of any claims, rlght, or remedy it may have against the ENGINEER under this Agreement or by Iaw, 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 coordinatlon of all plans, designs, drawings,speclflcations, reports, and other services furnished by the ENGINEER under thls 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 compllance with applicable laws, regulations, and permits. 6.2 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 responslbility for the technical adequacy, completeness, or accuracy of its WORK and the PROJECT WORK. CITY'S review, Page 4 approval, ar 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 shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and shall 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) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected and appointed officials, agents, officers, employees and volunteers (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 of the 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 willful 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 property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the 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 or a 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 CITY. 6.6 It is understood that any resident engineering or inspection 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 Page 5 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, 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 and appropriate standard of professional care, thoroughness and judgment in performing 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 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 (10th) 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 attomey'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 Page 6 to be delivered under this Agrement 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 Ali 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 rlght or Iicense to such Intellectual Property. 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 CITYs duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a penod of three years after completion of the PROJECT. The CITY shall also have access to sucl, 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 isafforded theopportwnkyfprmnauditexbcpnference 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 CI 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 securand maintain in effect insurance to protect the CITY and the ENGINEER from and against aPI claims, damages, Iosses, 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 CITY 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 Uablilty Insurance. 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 MiIlion Dollars ($2,000,000.00) general aggrega. The certiflcate shall clearly state who the provider is, the coverage amount, the pollcy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of thls Agreement. The pollcy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as addltional Insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days Page 7 prlor written notice.The insurance shall be with an insurance company or companies rated A -VD or higher in Best's Guide and admitted in the State of Washington. 10.1.2. Commercial Automobile Liability insurance. a. If ENGINEER owns any vehicles, before this Agreement 15 fully executedby the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial automobile Ilability insurance and commercial umbrella Ilability insurance with a total liability limit of the Iiniits requlred in the policy, subject to minimum Iimits of Two Million Dollars ($2'000,008.00) per occurrence combined single limit bodily injury and property domoge.Automob||eUab|UtywiUapp|ytn"Any4utn~andbeshmwnonthecert|ficote. b. If ENGINEER does not own any vehicles, only ^Non-ownedand Hired Automobile Liabi|ity" will be required and may be added to the commercial liability coverage atthesame limits as required in that section mfthis Agreement, whichis Section 10.1.1 entltled "Commercial General Liability Insurance". c. Under either situation described above In Section 10.1.2.a. and Section 10.12.b, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duratioof this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteeras additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VlI or higher in Best's uide and admitted in the State of Washington. 10.1.3. Statutory workers' cornpensation and employer's Ilability insurance as required by state Iaw. 10.1� Professional Liability Coverage. Before this Contract is fully 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 ($2,000.000.00) per claim, and Two Million Dollars ($2.000\000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insured shall not cancel or change the Insurance without flrst giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VI! or higher in Best's Guide. If the poiicy 15 written on a claims made basis the coverage will continue in force for an additional two years after the completiori of this contract. Failure of either or alt of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, Its elected and appointed officials, officers, employees,agents, and representatives there under. The CITV and the CITY's elected 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 CIT'Y until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. SECTION 11 SUBCONTRACTS Page 8 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 persons or firms for the purpose of completing this Agreement. 11.4 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. 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 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 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdictionof litigation arising from this Agreement shall be In Washington State. if any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall 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 local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. Page 9 SECTION 16 SUSPENSION OF WORK 16.1 crry may suspend, in writing by certified mail, all or a portioof the WORK under this Agreement if unforeseeri circumstances beyond CITY's control are interfering with normal progresofthe 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 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 on the suspended portion of Project in accordance with SEC11ON 17. SECTION 17 TERMINATION OF WORK 17.1 Either rty 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 terminatingparty. owever, 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 elther party as set forth in this Agreement. 17.2 In addltlon to termination under subsection 17.1 of this Section, CI1Y may terminate this Agreement for its convenience, in whoie or in part, provlded the ENGINEER is given: (1) not lesthan fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consuitation with C1TY before the effective termination date. 17.3 If CITY terminates for default an 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 pvent, CITY shall consider the amount of WORK orignally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usabie and suitable to CITY at the date oftermination and the cost to CITY of completung the WORK ltseif or of employing another firm to complete it Under nocircumstances shall payments made under this provision eoeedthe contract price. |ntheeve,tofd�aw|t,theENG|NEEMa�aeutopavCITY 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/o, commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENG1NEER terminates for defauit on the part of CITY ar if CRY 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 termlnatlori, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall (1) promptly discontinue les available to CITV all originais of data, drawings, specifications, caicuiations, reports,estimates, summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have Page 10 accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 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. 17.7 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 17.4 of this Section. 17.8 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 17.3 of this Section. 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 resolve the dispute. If neither of the afore rnentioned methods are successful 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 below, whichever is earlier. CITY: City of Yakima Water/Irrigation Division 2301 Fruitvale Blvd. Yakima, WA 98902 Attn: David Brown, Assistant Director of Public Works ENGINEER: Gray & Osborne, Inc 1130 Rainier Avenue South, Suite 300 Seattle, WA 98144 Attn: Michael B. Johnson, P.E., President 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 GRAY & OSBORNE, INC Page 11 Printed Name: Alex, Meyerhoff Titl Signature Printed Name: chael B. Johns©n, P.E Title: Pres .dent CITY CONTRACT NO: RESOLUTION NO: Page 12 STATE OF WASHINGTON COUNTY OF YAKIMA ) ) 1 certify that 1 know or have satisfactory evidence that Alex Meyerhoff is the person who appeared befre 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 party for the uses and purposes mentioned in the instrument. , Dated: ~��^ Seal or Stamp | �� ~� �<��� . � ,46:4,: w � (Signature) JI -.�. ^ Title Vi Printed Name Page 13 07/ STATE OF WASHINGTON ) ss, COUNTY OF YAKIMA I certify that 1 know or have satisfactory evidence that Michael. 13. Johnson is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument, and acknowledged it as the President Cray Cray & Osborne, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 6/29/2020 Seal or Stamp (Signature} Admin Title Printed Name 6/24/2022 My commission expires: Page 14 EXHIBIT "A" SCOPE OF WORK CITY OpYANI WATER/IRRGATION DIVSION — KIWANIS PARK PUMP PROCUREMENT SPECIFICATION ELL Based on our understanding of the project, this Scope of Work presents the professionalenginewrinQ services requested by the City of Yakima for the preparation of procurement bid documents and technical specifications suitable for bidding to obtain and replacement pump for the City's Kiwanis Park Well. Project UnderstandingThe existing vertical turbine well pump failed and mus be replaced. The City wants to procure a replacement pump through the competitive bidding process. The Engineer will prepare the bid document only. The Engineer will not provide services during construction unless added by amenciment to this agreement. Upon receipt of the final bid document from the Englneer, the City will administer the remainder of the project including, but not limited to, bidding, bid opening and award, contracts, insurance review, notice to proceed, review of submittals, delivery, installation and startup. The existing purnp Is old, and the original manufacturer isnolonger in business. Detailed information � Allis-Chalmers 14 HMC 2,300 gpm at 435 ft. TDH (curve provided by City) � 300 HP, 1770 rpm (existing motor to be refurbished by others) * 350 ft. of 12 -inch pump column in lO-foot sections and bare steel = 1,15/16-nch416 SS shaft � Bronze spider bearings withrubber i • 12 -inch cone screen on pump suction • Pump to be installed by others. The new pump shall be similar in speed (rpm) and the pump curve shall atch the existing cu e as close as possible. SCOPE OF SERVICES Task 1 - Project Management This task will incorporate overall project management as well as in-house quality assurance and quality control (QA/QC) reviews of all documents to address the relevant issues that may affect the project. The Page 15 Task 2— Review Pump Curve for Proposed Replacement Pump Obtain and review the pump curve for the proposed replacement pump. Pump efficiency, speed, power requirements and flow output will be reviewed against the curve for the existing pump for a best match. Task 3— Review Dimensions of Proposed Pump Head The dimensions of the new pump head will be reviewed to determine if pump base modifications will be necessary or determine if piping modifications will be necessary. Findings will be reviewed with City Water Department staff. Task 4— Prepare Procurement Bid Documents C Revlew Obtain City's General Provisions and review / modify for procurement bid. Prepare technical specifications for pump and appurtenances. Assemble bid document and submit to City for QA/QC review. Upon incorporating City's review comments, provide one hardcopy document and electronic files of the document in WORD and PDF formats. SCHEDULE The proposed schedule for completion Tasks 2, 3, and 4 is 10 working days from eceipt o the Notice to Proceed. 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 16 EXHIBIT "B" ENGINEERING SERVICES SCOPE AND ESTIMATED COST City of Yakima - Kiwanis Park Well Pump Procurement Project Manager Tasks Hours 1 Project Management 2 2 Review Old vs. New Pump Curves 2 3 Verify Dimension of New Pump Head 2 4 Prepare Procurement Bid Documents w/ Technical Specifications 16 5 Obtain and Include City's General Provisions 4 6 QA/QC Review Meeting w/ City Prior to Advertising 2 Hour Estimate: 28 Fully Burdened Billing Rate Range:* $119 to $200 Estimated Fully Burdened Billing Rate:* $165 Fully Burdened Labor Cost: $4,620 Total Fully Burdened Labor Cost: Direct Non -Salary Cost: Mileage & Expenses (Mileage @ current IRS rate) Printing Subconsultant: [Subconsuitant Name] Subconsuitant Overhead (10%) TOTAL ESTIMATED COST: 4,620 4,620 Actual professional fees will be based on the Schedule of Rates, Exhibit "C". Estimated rates are for determining total estimated cost only. Page 1.7 EXHIBIT "C" SCHEDULE OF RATES, YEARS 2020-2021 Description Hourly Rate Principal III $188.58 Principal II $168.08 Principal I $157.91 Project Manager $167.74 Structural Engineer $161.81 Project Engineer $145.56 Civil Engineer III $139.78 Civil Engineer II $101.66 CMI Engineer I $91.49 Electrical Engineer II $171.98 Electrical Engineer I $168.59 Environmental Technician $128.77 AutoCAD Technician IV $126.23 AutoCAD Technician III $93.36 AutoCAD Technician II $88.95 AutoCAD Technician I $77.09 Professional nd Surveyor $148.26 Field Surveyor II $88.11 Field Surveyor I $82.18 Construction Inspector $121.99 NOTE: Subconsultants will be identified on a task -by -task basis and will be invoiced at cost plus a 10% overhead fee. Page 18