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05/15/2012 04F Wastewater Treatment Plant Fine Screens Design and Installation Contract with Brown and Caldwell may. o b4 -1,.., _.' .1:-.-) z , BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT t Item No. Li For Meeting of: May 15, 2012 fig , i i .,. I. _ ITEM TITLE: Resolution authorizing contract with Brown and Caldwell, Consulting Engineers, in an amount not to exceed $360,897 to provide engineering services for design and installation of required fine screens and associated equipment upstream of the primary clarifiers at the City's Wastewater Treatment Plant. SUBMITTED BY: Scott Schafer, Wastewater Division Manager Dean Smith, Wastewater Utility Project Manager CONTACT Dean Smith /249 -6814 PERSON /TELEPHONE: SUMMARY EXPLANATION: The City of Yakima Wastewater Division is required to install fine screens with a maximum aperture of 3/8" to meet new biosolids regulations established by the Washington State Department of Ecology (DOE) by January 1, 2014. The installation of this screening equipment will also improve plant performance and reduce maintenance for downstream equipment and processes. After completion of an alternatives study with Brown and Caldwell for this requirement, this Resolution will complete the design and construction documents for the Wastewater Division to be able to comply with this requirement from DOE in the amount not to exceed Three Hundred Sixty Thousand Eight Hundred Ninety Seven Dollars ($360,897). (See attached Agreement with Exhibit "A" and "B "). Exhibit "A" of the Agreement describes the Scope of Work in more detail. Exhibit "B" of the Agreement describes the Fee Estimate. Resolution X Ordinance Other (specify) Contract: X Mail to: Tadd Giesbrecht, Project Manager, Brown and Caldwell, 701 Pike St., Suite 1200, Seattle, WA 98126 Contract Term: Amount: $360,897 Expiration Date: Insurance Required? No Funding Wastewater Facility Project (478 Fund) - Source: Budgeted Phone: APPROVED FOR City Manager SUBMITTAL: STAFF RECOMMENDATION: Staff respectfully requests City Council approve the Resolution. BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download El Resolution Brown and Caldwell Screen Addition D Contract with Brown & Caldwell for Fine Screen Project • RESOLUTION NO. R -2012- A RESOLUTION authorizing the City Manager to enter into contract with Brown and Caldwell, Consulting Engineers in the amount of $360,897 to provide engineering services for design and installation of required fine screens and associated equipment upstream of the primary clarifiers. WHEREAS, the City of Yakima owns and operates wastewater collection and treatment facilities in accord with applicable Federal, State and Local regulations; and WHEREAS, mandatory planning, coordination, process analysis and implementation is required to address regulatory requirements; and WHEREAS, professional wastewater engineering services are required for environmental mandates, community growth, replacement needs, and operational efficiencies; and WHEREAS, conceptual and pre design development, detailed design, implementation, bid and construction related services along with other engineering assistance will be required to comply with mandated requirements; and WHEREAS, the state of Washington requires these services to be performed by a Professional Licensed Engineer, and; WHEREAS, the City will be able to comply with new Washington State Department of Ecology biosolids regulations requiring 3/8 -inch maximum aperture fine screens at the Wastewater Treatment Facility for more efficient and effective treatment, and WHEREAS, this investment will improve plant performance and reduce maintenance for downstream equipment and processes; now therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to enter into contract with Brown and Caldwell, Consulting Engineers in the amount not to exceed Three Hundred Sixty Thousand Eight Hundred Ninety Seven Dollars ($360,897) to provide engineering services necessary to install fine screens and associated equipment upstream of the primary clarifiers at the Wastewater Treatment Facility. A copy of the Agreement with Exhibit "A" and "B" is attached hereto and by reference made a part hereof. ADOPTED BY THE CITY COUNCIL this 15 day of May, 2012. ATTEST: Micah Cawley, Mayor Sonya Claar -Tee, City Clerk AGREEMENT FOR CONSULTING SERVICES BETWEEN CITY OF YAKIMA AND BROWN AND CALDWELL FOR FINE SCREENING DESIGN THIS AGREEMENT is made and entered into on this day of , 2012 by and between City of Yakima, a Washington Municipal Corporation hereinafter referred to as "Client," and Brown and Caldwell, a California corporation, its affiliates and subsidiaries, hereinafter referred to as "Consultant." RECITALS: WHEREAS, Client is authorized to and desires to retain Consultant to perform "Fine Screening Design "; WHEREAS, Consultant has available and offers to provide personnel and facilities necessary to perform the desired services within the required time; and WHEREAS, Client desires to retain Consultant to perform the services in the manner, at the time, and for the compensation set forth herein; NOW, THEREFORE, Client and Consultant agree as follows: DESCRIPTION OF PROJECT/ SCOPE OF CONSULTANT SERVICES Client and Consultant agree that Project is as described in Exhibit A, entitled "Scope of Work," attached hereto. lf, during the course of Project, Client and Consultant agree to changes in Project, such changes shall be incorporated into this Agreement by written amendment. Consultant agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of Consultant shall not be construed to exceed those services specifically set forth herein. A. Basic Services Consultant agrees to perform those basic services described in Exhibit A. Any tasks not specifically described in Exhibit A are Additional Services. B. Additional Services Client shall pay Consultant all reasonable fees and costs incurred in performing Additional Services provided the services were either (a) authorized by Client in writing prior to initiation of work, or (b) required to be performed due to emergency conditions at the project site. In either case Client will be deemed to have authorized the Additional Services if Consultant provides Client with notification that the Additional Services will be performed and Client provides written approval of the requested Additional Services prior to Consultant initiating those services. E -mail will be accepted as a form of written authorization of Additional Services. Unless otherwise agreed in writing, Additional Services shall be performed in accordance with Consultant's standard billing rates at the time the Additional Services are performed. CL -P (Rev.120106) Page 1 of 12 C. Litigation Assistance Unless specifically stated therein, the Scope of Services does not include assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by Client. All such services required or requested of the Consultant by Client or any third party (except claims between Client and Consultant) will be reimbursed at Consultant's applicable rates for such litigation services. D. Document Productions In the event Brown and Caldwell is requested pursuant to subpoena or other legal process to produce its documents or any other information relating to Brown and Caldwell's services under this agreement in judicial or administrative proceedings to which Brown and Caldwell is not a party, Client shall reimburse Brown and Caldwell at standard billing rates for its time and expenses incurred in responding to such requests. II. RESPONSIBILITIES OF CLIENT In addition to payment for the Services performed under this Agreement, Client shall: 1. Assist and cooperate with Consultant in any reasonable manner to facilitate Consultant's performance under this Agreement. 2. Designate in writing a person to act as Client's representative with respect to this Agreement. Such person shall have general responsibility to transmit instructions, receive information, interpret and define Client's policies, and receive and relay decisions on Client's behalf. 3. Furnish Consultant with all relevant technical data in Client's possession including, but not limited to, maps, surveys, drawings, soils or geotechnical reports, and any other information Client possesses that may be required by, or useful to, Consultant in performance of its Services under this Agreement. Consultant shall be entitled to rely upon the information supplied by Client. 4. Notify Consultant of any known or potential health or safety hazards Client knows to exist at or near the project site. 5. Provide access to and /or obtain permission for Consultant to enter upon all property required to perform and complete the Services. CL -P (Rev.120106) Page 2 of 12 III. COMPLIANCE WITH LAWS A. Americans With Disabilities Act: Consultant shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti- discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. B. Nondiscrimination Provision. During the performance of this Agreement, Consultant 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. C. Compliance with Law. Consultant agrees to perform those services under and pursuant to this Agreement in full compliance with applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local or otherwise. D. No Conflict of Interest. Consultant covenants that neither it nor its employees have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement Consultant further covenants that it will not knowingly hire anyone or any entity having such a conflict of interest during the performance of this Agreement. IV. AUTHORIZATION AND COMPLETION In signing this Agreement, Client grants Consultant specific authorization to proceed with work specified in Exhibit A. The completion date for the Scope of Services shall be December 31, 2013, in accordance with the Project Schedule that Brown and Caldwell and Subcontractor will mutually agree upon. Consultant shall use its best efforts to perform the work specified in Exhibit A within the estimated CL -P (Rev.120106) Page 3 of 12 V. COMPENSATION A. Amount For the Services described in Exhibit A, Client agrees to pay, and Consultant agrees to accept compensation in accordance with Exhibit B "Compensation ", attached hereto. The total compensation Client agrees to pay Consultant under this Agreement shall not exceed three hundred sixty thousand, eight hundred ninety -seven dollars ($360,987) without Client's specific prior written approval. Where Consultant has provided Client with a breakdown of the total compensation into subtasks, such breakdowns are estimates only. Consultant may reallocate compensation between tasks, provided total compensation is not exceeded without the approval of Client. B. Payment Consultant shall submit to Client monthly invoices itemizing tasks accomplished during the month. Upon receipt of said monthly invoice, Client shall make payment to the Consultant within thirty (30) calendar days; provided, however, that all payments are expressly conditioned upon Consultant's performing services that are satisfactory to Client. Consultant shall maintain adequate files and records to substantiate all amounts itemized on the monthly invoices. In the event that either party exercises its right to terminate this Agreement in accordance with Section 20, Consultant shall be compensated in accordance with the above terms for all satisfactory services provided to Client up to the effective Agreement termination date plus reasonable termination expenses as mutually agreed upon in writing, if termination is by Client and without cause. If Client has reason to question or contest any portion of any such invoice, amounts questioned or contested shall be identified and notice given to Consultant, within fifteen (15) days of the date of the invoice. Any portion of any invoice not contested shall be deemed to be accepted and approved for payment and shall be paid to Consultant. Client agrees to cooperate with Consultant in a mutual effort to resolve promptly any contested portions of Consultant's invoices. In the event any uncontested portions of any invoice are not paid within 30 days of the date of Consultant's invoice, interest on the unpaid balance shall accrue beginning with the 31st day at the maximum interest rate permitted by law, and Consultant shall have the right to suspend work per Article XV, Suspension of Work. VI. RESPONSIBILITY OF CONSULTANT A. Standard of Care — Professional Services Subject to the express provisions of the agreed scope of work as to the degree of care, amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, Consultant shall perform its Services in accordance with generally accepted standards and practices customarily utilized by competent engineering CE. -P (Rev. 120106) Page 4 of 12 firms in effect at the time Consultant's Services are rendered. Consultant does not expressly or impliedly warrant or guarantee its Services. B. Reliance upon Information Provided by Others If Consultant's performance of services hereunder requires Consultant to rely on information provided by other parties (excepting Consultant's subcontractors), Consultant shall not independently verify the validity, completeness, or accuracy of such information unless doing so would be considered a generally accepted standard and practice customarily utilized by competent engineering firms in effect at the time Consultant's Services are rendered, or unless Consultant has been expressly engaged to do so in writing by Client. C. Consultant's Opinion of Probable Costs (Cost Estimate) Client acknowledges that construction cost estimates, financial analyses and feasibility • projections are subject to many influences including, but not limited to, price of labor and materials, unknown or latent conditions of existing equipment or structures, and time or quality of performance by third parties. Client acknowledges that such influences may not be precisely forecasted and are beyond the control of Consultant and that actual costs incurred may vary within reasonable margins from the estimates prepared by Consultant. Consultant does not warrant or guarantee the exact accuracy of construction or development cost estimates beyond what would typically be deemed reasonable within the standards of the Consultant's profession. D. Construction Phase Services 1. Consultant's Activities at Construction Site. Except as may be expressly required in the scope of services the presence of Consultant's personnel at a construction site, whether as on -site representative, resident engineer, construction manager, or otherwise, does not make Consultant responsible for those duties that belong to Client and /or construction contractors or others, and does not relieve construction contractors or others of their obligations, duties, and responsibilities, including, but not limited to, construction methods, means, techniques, sequences, and procedures necessary for completing all portions of -t-he construction work in accordance with the contract documents, any health or safety programs and precautions required by such construction work, and any compliance with applicable laws and regulations. Any inspection or observation of the contractor's work is solely for the purpose of determining that the work is generally proceeding in conformance with the intent of the project specifications and contract documents. Consultant makes no warranty or guarantee with respect to the performance of a contractor. Consultant has no authority to exercise control over any construction contractor in connection with their work or health or safety programs and precautions. Except to protect Consultant's own personnel and except as may be expressly required in the scope of services, Consultant has no duty to inspect, observe, correct, or report on health or safety deficiencies of the construction contractor. 2. Shop Drawing and Submittal Review. If required by Consultant's Scope of Services, Consultant shall review shop drawings or other contractor submittals for general conformance with the intent of the contract documents. Consultant shall not be CL -P (Rev.120106) Page 5 of 12 required to verify dimensions, to engineer contractor's shop drawings or submittals, nor to coordinate shop drawings or other submittals with other shop drawings or submittals provided by contractor. 3. Record Drawings. Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the Project was finally constructed. Consultant is not responsible for any errors or omissions in the information from others that are incorporated into the record drawings. VII. ASSIGNMENT OF TASKS TO AFFILIATES A. If the authorized scope of work includes construction activities or the oversight of construction, Consultant may, at its discretion and upon prior written approval of Client, assign all of its contractual rights and obligations with respect to such activities or services to Brown and Caldwell Constructors, its wholly owned affiliate. In the event of such an assignment of its contract rights and obligations, Brown and Caldwell Constructors shall comply with all of the professional standards of care typically associated with that work, and shall be held to all of the applicable standards, obligations, responsibilities and conditions set forth in this Agreement. B. If the authorized scope of work requires professional services to be performed in a jurisdiction in which Consultant renders professional services solely through a locally registered engineering affiliate for purposes of compliance with professional licensing requirements in that jurisdiction, Consultant may, with prior written approval of Client, assign its contractual rights and obligations with respect to such activities or services to such locally registered engineering affiliate. In the event of such an assignment of contract rights and obligations, the locally registered engineering affiliate shall comply with all of the professional standards of care typically associated with that work, and shall be held to all of the terms, obligations, responsibilities and conditions set forth in this Agreement. VIII. ASBESTOS /HAZARDOUS MATERIALS Consultant and Consultant's subcontractors shall have no responsibility for the discovery, handling, removal, or disposal of or exposure of persons to asbestos or hazardous or toxic materials that are present in any form at the Project site. Professional services related to or in any way connected with the investigation, detection, abatement, replacement, use, specification, or removal of products, materials, or processes containing asbestos or hazardous or toxic materials are beyond the scope of this Agreement. Client shall be solely responsible for notifying all appropriate governmental agencies, including the potentially effected public, of the existence of any hazardous or toxic materials located on or in the project site at any time. • In the event Consultant encounters asbestos or hazardous materials at the jobsite, Consultant may, at its option and without liability for damages, suspend the performance of services on the Project until such time as Client and Consultant mutually agree on an amendment to this Agreement to address the issue, or Client retains another specialist consultant or contractor to identify, classify, abate and /or remove the asbestos and /or hazardous materials. CL -P (Rev.120106) Page 6 of 12 IX. CONSULTANT'S WORK PRODUCT A. Scope Consultant's work product which is prepared solely for the purposes of this Agreement, including, but not limited to, drawings, test results, recommendations and technical specifications, whether in hard copy or electronic form, shall become the property of Client when Consultant has been fully compensated for the particular work product at issue, as set forth herein. Consultant may keep copies of all work product for its records. Consultant and Client recognize that Consultant's work product submitted in performance of this Agreement is intended only for the project described in this Agreement. Client's alteration of Consultant's work product or Client's use of the work product for any other purpose shall be at Client's sole risk, and Client shall hold harmless and indemnify Consultant against all losses, damages, costs and expense, including attorneys' fees, arising out of or related to any such alteration or unauthorized use. B. Electronic Copies If requested, solely as an aid and accommodation to Client, Consultant shall provide copies of its work product documents in computer - readable media ( "electronic copies," "CADD "). These documents will duplicate the documents provided as work product, but will not bear the signature and professional seals of the registered professionals responsible for the work. Client is cautioned that the accuracy of electronic copies and CADD documents may be compromised by electronic media degradation, errors in format translation, file corruption, printing errors and incompatibilities, operator inexperience and file modification. Consultant will maintain the original copy; which shall serve as the official, archived record of the electronic and CADD documents. Client agrees to hold harmless, indemnify and defend Consultant from any claims arising out of or relating to any unauthorized change or alteration of electronic copies and CADD documents. X. INDEMNIFICATION A. The Consultant agrees to hold harmless and indemnify the Client, its elected and appointed officials, officers, employees, and authorized volunteers from and against any actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) if judged as damages to the extent caused by the negligent acts, errors or emissions of the Consultant, its officers, employees or subcontractors in connection with the Consultant's or its officers', employees' or subcontractors' performance or non - performance of this Agreement. B. The Client agrees to hold harmless and indemnify the Consultant, its officers, employees, and agents, from and against any and all suits, actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) to the extent caused by the negligence of the Client, its officers, employees or subcontractors, in connection with the Client's or its officers', employees' or subcontractors' performance or non - performance of this Agreement. CL -P (Rev.120106) Page 7 of 12 C. In the event that both the Consultant and the Client are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). D. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the Consultant's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the Consultant's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. E. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. F. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. XI. CONSULTANT'S INSURANCE A. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the Client with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) per claim and an aggregate limit of. at least One Million Dollars ($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claim made basis, the retroactive date of the insurance policy shall be on or before the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The insurance coverage or substantially identical coverage sufficient to fully satisfy these requirements shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. B. Commercial General Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the Client with a certificate of insurance as proof of commercial general liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence /general aggregate for bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, 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 Client, its elected officials, officers, and employees as additional insured as to this project only and shall contain a clause that the insurer will not cancel or non - renew the insurance without first giving the Client thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the Client with a certificate of insurance as proof of commercial automobile liability insurance with a minimum liability CL -P (Rev. 120106) Page 8 of 12 limit of One Million Dollars ($1,000,000:00) each accident for bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, 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 Client, its elected officials, officers, agents, and employees as additional insured as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits the insurance without first giving the Client thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. Insurance Provided by Subcontractors. The Consultant shall ensure that all subcontractors it utilizes for work /services required under this Agreement shall comply with all of the above insurance requirements. However, professional liability will not be required unless the subcontractor is involved in design or engineering services. X11. CONFIDENTIALITY Consultant agrees it shall maintain the confidentiality of material it receives from Client which Client has clearly identified as "Confidential" and will not disclose, distribute, or publish to any third party such confidential information without the prior written permission of Client. Notwithstanding the foregoing, Consultant shall have no confidentiality obligation with respect to information that: 1) becomes generally available to the public other than as a result of disclosure by Consultant or its agents or employees; 2) was available to Consultant on a non - confidential basis prior to its disclosure by Client; 3) becomes available to Consultant from a third party who is not, to the knowledge of Consultant, bound to retain such information in confidence. In the event Consultant is compelled by subpoena, court order, or administrative order to disclose any confidential information, Consultant shall promptly notify Client and shall cooperate with Client prior to disclosure so that Client may take necessary actions to protect such confidential information from disclosure. XIII. SUBCONTRACTS With prior written consent of Client Consultant shall be entitled, to the extent determined appropriate by Consultant, to subcontract any portion of the services to be performed under this Agreement. XIV. SUSPENSION OF WORK Work under this Agreement may be suspended as follows: 1. By Client. By written notice to Consultant, Client may suspend all or a portion of the Work under this Agreement if unforeseen circumstances beyond Client's control make normal progress of the Work impracticable. Consultant shall be compensated for its reasonable expenses resulting from such suspension including mobilization and demobilization. If suspension is greater than 30 days, then Consultant shall have the right to terminate this Agreement in accordance with Article XVI, Termination of Work. CL -P (Rev.120106) Page 9 of 12 2. By Consultant. By written notice to Client, Consultant may suspend the Work if Consultant reasonably determines that working conditions at the Site (outside Consultant's control) are unsafe, or in violation of applicable laws, or in the event Client has not made timely payment in accordance with Article VI, Compensation, or for other circumstances not caused by Consultant that are interfering with the normal progress of the Work. Consultant's suspension of Work hereunder shall be without prejudice to any other remedy of Consultant at law or equity. XV. TERMINATION OF WORK A. This Agreement may be terminated by Client as follows: (1) for its convenience on thirty (30) days' notice to Consultant, or (2) for cause, if Consultant materially breaches any term of this Agreement through no fault of Client and Consultant neither cures such material breach nor makes reasonable progress toward cure within fifteen (15) days after Client has provided written notice of the alleged breach to. Consultant. B. This Agreement may be terminated by Consultant as follows: (1) for cause, if Client materially breaches this Agreement through no fault of Consultant and Client neither cures such material breach nor makes reasonable progress toward cure within fifteen (15) days after Consultant has given written notice of the alleged breach to Client, or (2) upon five (5) days' written notice to Client if work under this Agreement has been suspended by either Client or Consultant for more than thirty (30) days in the aggregate. C. Payment upon Termination In the event of termination, Consultant shall be compensated for all work performed and accepted by Client prior to the effective date of termination. XVI. ASSIGNMENT This Agreement is binding on the heirs, successors, and assigns of the parties hereto. This Agreement may not be assigned by Client or Consultant without prior, written consent of the other. XVII. NO BENEFIT FOR THIRD PARTIES The services to be performed by Consultant are intended solely for the benefit of Client, and no benefit is conferred on, nor contractual relationship established with any person or entity not a party to this Agreement. No such person or entity shall be entitled to rely on Consultant's services, opinions, recommendations, plans, or specifications without the express written consent of Consultant. No right to assert a claim against the Consultant, its officers, employees, agents, or consultants shall accrue to the construction Contractor or to any subcontractor, supplier, manufacturer, lender, insurer, surety, or any other third party as a result of this Agreement or the performance or nonperformance of the Consultant's services hereunder. CL -P (Rev.12o106) Page 10 of 12 XXIII. FORCE MAJEURE Consultant shall not be responsible for delays caused by circumstances beyond its reasonable control, including, but not limited to (1) strikes, lockouts, work slowdowns or stoppages, or accidents, .(2) acts of God, (3) failure of Client to furnish timely information or to approve or disapprove Consultant's instruments of service promptly, and (4) faulty performance or nonperformance by Client, Client's independent consultants or contractors, or governmental agencies. Consultant shall not be liable for damages arising out of any such delay, nor shall the Consultant be deemed to be in breach of this Agreement as a result thereof. XIX. INTEGRATION This Agreement represents the entire understanding of Client and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. Any purchase order issued by Client, whether or not signed by Consultant, and any terms and conditions contained in such purchase order which are inconsistent with this Agreement shall be of no force and effect. XX. SEVERABILITY If any part of this Agreement is found unenforceable under 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. XXI. CHOICE OF LAW /JURISDICTION This Agreement shall be administered and interpreted under the laws of the state of Washington. Jurisdiction of litigation arising from the Agreement shall be in the courts of competent jurisdiction in Yakima County, Washington. XXII. ATTORNEYS' FEES In the event either party commences legal proceedings against the other, then the prevailing party shall, in addition to any other recovery, be entitled to recover its reasonable attorneys' fees and all other costs of such proceeding. XXIII. NOTICES All notices required under this Agreement shall be delivered by email, facsimile, personal delivery or mail and shall be addressed to the following persons: Tadd Giesbrecht Scott Schafer Project Manager CityWastewater Manager Brown and Caldwell City of Yakima 701 Pike Street, Suite 1200 2220 East Viola Seattle, WA 98126 Yakima WA 98901 Email: tgiesbrecht@brwncald.com Email: dsmith @ci.yakima.wa.us CL -P (Rev.120106) Page 11 of 12 Notice shall be effective upon delivery to the above addresses. Either party may notify the other in writing that a new person has been designated by it to receive notices, or that the address or Fax number for the delivery of such notices has been changed, provided that, until such time as the other party receives such notice in the manner provided for herein, any notice addressed to the previously- designated person and /or delivered to the previously- designated address or Fax number shall be effective. XXIV AUTHORIZATION The persons executing this Agreement on behalf of the parties hereto represent and warrant that the parties have all legal authority and authorization necessary to enter into this Agreement, and that such persons have been duly authorized to execute this Agreement on their behalf. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. BROWN AND C DWELL CITY OF YAKIMA Signature v% g I C , - Signature Printed Name . "E1 1 - /1AUd + Printed Name Title IL C 4C5-1P-71/4)1 Title City Manager Federal Tax ID number: 944446346 CL -P (Rev. 120106) Page 12 of 12