Loading...
06/19/2012 04J River Road Right-of-Way Base Map and Line Marking Contract with PLSA Engineering and Surveying e"', i- gi p _.y , .. erkl BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. q For Meeting of: June 19, 2012 ITEM TITLE: Resolution authorizing a Professional Services Agreement with PLSA Engineering and Surveying, in an amount not to exceed $5,000 for engineering services required to prepare an existing right -of -way base map and mark the existing right -of -way lines along River Road between 6th Avenue and 16th Avenue and authorize the City Manager to execute other contracts and agreements required for this project. SUBMITTED BY: Joan Davenport, Acting Director of Community and Development CONTACT Doug Mayo, City Engineer, 576 -6678 PERSON /TELEPHONE: SUMMARY EXPLANATION: The City has packaged various funding sources to make improvements to River Road between 6th Avenue and 16th Avenue. The estimated project cost is $1,420,000 and the funding sources are as follows: • $639,000 - Freight Mobility Strategic Investment Board grant • $300,000 - Washington Fruit frontage improvements • $211,000 - Stanton School frontage improvements • $10,000 - Yakima Transit • $260,000 - City of Yakima funding The City's Engineering Division is beginning the design. The first step of the design process is to determine the location of existing right of way lines. This professional services agreement with PLSA will compensate them for doing the research and marking the existing right of way. PLSA Engineering and Surveying was selected from the Municipal Research and Services Center's (MRSC) roster of consulting firms. Resolution X Ordinance Other (specify) Contract: X Mail to: Contract Term: Amount: $5,000 Expiration Date: 12/31/2012 Insurance Required? Yes Funding Fund 142 Source: Phone: APPROVED FOR City Manager SUBMITTAL: STAFF RECOMMENDATION: Staff respectfully requests that Council adopt the resolution authorizing the execution of the Professional Services Agreement with PLSA Engineering and Surveying. BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ Resolution ❑ Professional Service Agreement RESOLUTION NO. 2012 - A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement with PLSA Engineering and Surveying, in an amount not to exceed $5,000, for engineering services required to prepare an existing right of way base map and mark the existing right of way lines along River Road between 6 Avenue and 16 Avenue. This resolution also authorizes the City Manager to execute other contracts and agreements required for this project. WHEREAS, the City of Yakima has received funds from the Freight Mobility Strategic Investment Board (FMSIB), Washington Fruit and Stanton School to make improvements to River Road between 6 Avenue and 16 Avenue; and, WHEREAS, the first step of the design process is to determine the existing right of way lines; and WHEREAS, the City does not have a Professional Land Surveyor on staff; and, WHEREAS, the City utilizes the Municipal Research and Services Center (MRSC) of Washington roster of consultants whose statements of qualifications represent that they have the expertise necessary to perform the services required by the City; and, WHEREAS, the City Council deems it to be in the best interests of the City to contract with PLSA Engineering and Surveying to perform the engineering services required develop a right of way base map and mark the existing right of way lines; and, WHEREAS, other contracts or agreements could be required for the development of this project; now therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute a Professional Services Agreement with PLSA Engineering and Surveying, in an amount not to exceed $5,000, for engineering services required to prepare an existing right of way base map and mark the existing right of way lines along River Road between 6 Avenue and 16 Avenue. The City Manager is also authorized to execute other contracts and agreements, as required for the development of this project. The form of said supplemental agreement shall be reviewed and approved by the City Attorney or his designee. ADOPTED BY THE CITY COUNCIL this 19 day of June, 2012. Micah D. Cawley, Mayor ATTEST: City Clerk AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND PLSA ENGINEERING AND SURVEYING FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of 2012, by and between the City of Yakima, Washington, with principal offices at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY," and PLSA Engineering and Surveying , 1120 West Lincoln Avenue, Yakima, WA 98902 and which corporation is licensed and registered to do business in the State of Washington, hereinafter referred to as "CONSULTANT," for the RIVER ROAD IMPROVEMENTS — 6 AVENUE TO 16 AVENUE, herein called the "PROJECT." WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide engineering services for the RIVER ROAD IMPROVEMENTS — 6 AVENUE TO 16 AVENUE, as described in this Agreement and subsequent Amendments thereto; and WHEREAS,CONSULTANT represents that it has available and offers to provide personnel with expertise and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows. SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 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. 2.0.2 CONSULTANT shall use its best efforts to maintain continuity in personnel throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "City of Yakima - RIVER ROAD IMPROVEMENTS — 6 AVENUE TO 16 AVENUE " (WORK) which is part of this Agreement as if fully set forth herein. 2.2 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT 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 CONSULTANT to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the CONSULTANT perform additional WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.2.1 If such Additional Services cause an increase or decrease in the CONSULTANT'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 accordingly. Page 1 2.2 2 Compensation for each such request for Additional Services will be negotiated by the CITY and the CONSULTANT and, if so authorized, shall be considered part of the PROJECT WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2 3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of receipt by the CONSULTANT of the written notification of change or of providing services related to an asserted change, whichever is earliest. SECTION 3 CITY'S RESPONSIBILITIES 3 1 CITY - FURNISHED DATA. The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANTS 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 CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and safety equipment as reasonably required by CONSULTANT for such access 3 3 TIMELY REVIEW The CITY will examine the CONSULTANT'S 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 CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for 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 CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge 3 5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions therefrom. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4 1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended SECTION 5 •COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES For the services described in Exhibit A, compensation shall be according to Exhibit B. 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 CONSULTANT'S vehicles, meals and lodging, laboratory tests and analyses; printing, binding and reproduction charges, all costs associated with other outside nonprofessional services and facilities, special CITY - requested and PROJECT- related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non - Salary Page 2 Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of current rates when furnished by CONSULTANT. Estimated Direct Non -Salary Expenses are shown in Exhibit C. 5.1 1.2 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for PROJECT WORK. CONSULTANT, whenever possible, will use the least expensive form of ground transportation. That reimbursement for meals inclusive of tips shall not exceed a maximum of $40 per day per person. This rate may be adjusted on a yearly basis. That accommodation shall be at a reasonably priced hotel /motel. That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges, computer charges, in -house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering, architecture, geotechnical services and similar professional services approved by the CITY. Reimbursement for Professional Subconsultants will be on the basis of 1.10 times the actual costs billed by the Professional Subconsultant for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibits B and C 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed that amount set forth in Exhibit B. The CONSULTANT will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred 5.3 The CONSULTANT will use its best efforts to submit to the City's Representative by the 10th day of each calendar month an invoice for payment for PROJECT services completed through the accounting cut -off day of the previous month. Such invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 5 4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the unpaid balance 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 Page 3 a notice of dispute is issued in good faith by the CITY to the CONSULTANT pursuant to the terms of RCW 39.76.020(4). 5 5 Final payment of any balance due the CONSULTANT for PROJECT services will be made within forty -five (45) days after satisfactory completion of the services required by this Agreement as evidenced by written acceptance by CITY and after such audit or verification as CITY may deem necessary and execution and delivery by the CONSULTANT of a release of all known claims against CITY arising under or by virtue of this Agreement, other than such claims, if any, as may be specifically exempted by the CONSULTANT 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 CONSULTANT 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 CONSULTANT to satisfactorily perform the PROJECT WORK as required under this Agreement. SECTION 6 RESPONSIBILITY OF CONSULTANT • 6.1 The CONSULTANT shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all plans, design, drawings, specifications, reports, and other services furnished by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation, correct or review any errors, omissions, or other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The CONSULTANT shall perform its WORK according to generally accepted civil engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations, and permits. 6.2 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The CONSULTANT shall be solely responsible for any claims for wages or compensation by CONSULTANT employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6 4 INDEMNIFICATION: (a) CONSULTANT agrees to indemnify, defend, and hold the CITY harmless from loss, cost, or expense, including legal fees, 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 CONSULTANT, its employees, officers, and subconsultants in connection with the PROJECT. In the event that any lien is placed upon the property of the CITY or any of the CITY'S officers, employees, or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify, defend, and hold the CONSULTANT harmless from loss, cost, or expense, including legal fees, of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to Page 4 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 CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the Toss, cost, or,, expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. 6 5 In any and all claims by an employee of the CONSULTANT, 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 CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The CONSULTANT waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the CONSULTANT and the CITY as evidenced by their specific and express initialing of this paragraph. CONSULTANT'S INITIALS CITY'S INITIALS 6.6 It is understood that any resident engineering or Construction Observation provided by CONSULTANT 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. CONSULTANT does not assume responsibility for methods or appliances used by a contractor, for the safety of construction work, or for compliance by contractors with laws and regulations. CITY shall use its best efforts to ensure that the construction contract requires that the contractor(s) indemnify and name CITY, the CITY'S and the CONSULTANT'S officers, principals, employees, agents, representatives, and engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for CONSULTANT 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 CONSULTANT to the extent that CONSULTANT has exercised the applicable standard of professional care and9judgment in such investigations. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and Exhibits A and B. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the CONSULTANT within fifteen days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire PROJECT shall not be extended nor the budget increased because of any unwarranted delays attributable to the CONSULTANT, 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 CONSULTANT which could not be reasonably anticipated. 7.2 Not later than the tenth day of each calendar month during the performance of the PROJECT, the CONSULTANT shall submit to the CITY'S Representative a copy of the current schedule and a written narrative description of the WORK accomplished by the CONSULTANT and subcohsultants on each task, indicating a good faith estimate of the percentage completion Page 5 thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the request of the CITY for presentation to other governmental agencies and /or to the public. SECTION 8 REUSE OF DOCUMENTS 8 1 All internal WORK products of the CONSULTANT are instruments or service of this PROJECT. There shall be no reuse, change, or alteration by the CITY or others acting through or in behalf of the CITY without written permission of the CONSULTANT, which shall not be reasonably withheld will be at the CITY's sole risk. The CITY agrees to indemnify the CONSULTANT 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 CONSULTANT will not be indemnified for such claims, damages, losses, and costs including without limitations litigation expenses and attorney fees where caused by the CONSULTANTs own acts or omissions 8.2 The CONSULTANT agrees that ownership of any plans, drawings, designs, specifications, computer programs, technical reports, operating manuals, calculations, notes, and other WORK submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement, whether' or not complete, shall be vested in the CITY SECTION 9 AUDIT AND ACCESS TO RECORDS 9 1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY or the CITY'S duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT The CITY shall also have access to such books, records, and documents during the performance of the PROJECT WORK if deemed necessary by the CITY to verify the CONSULTANTS 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 CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 9 4 The CONSULTANT shall ensure that substantially the foregoing paragraphs are included in each subcontract for WORK on the Project. 9 5 Any charges of the CONSULTANT paid by the CITY found by an audit to be inadequately substantiated shall be reimbursed to the CITY SECTION 10 INSURANCE 10.1 Prior to beginning WORK under this Agreement, the CONSULTANT shall provide Certificates of Insurance satisfactory to the CITY as evidence that policies providing the following coverage and limits of insurance are in full force and effect. The CITY and the CITY'S directors, officers, principals, employees, representatives, and agents shall be designated as additional insured on all such policies except for professional liability and Worker's Compensation. Such insurance shall be primary to the extent covered as additional insureds and other insurance maintained or carried by the CITY shall be separate and distinct and shall not be contributing with the insurance listed hereunder Page 6 10 1.1 Commercial general „liability insurance, including personal injury liability, blanket contractual liability, and broad -form property damage liability coverage. The combined single limit for bodily injury and property damage shall be not less than $1,000,000 per occurrence. 10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non - owned, rented, and hired cars. The combined single limit for bodily injury and property damage shall be not less than $1,000,000 per occurrence. 10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 10.1.4. Professional liability insurance. The limit of liability shall be not less than $2,000,000. The policy shall have a retroactive date at, or prior to the date of this contract or provide full prior acts. The policy will provide coverage for pollution incidences. The coverage will continue for one year following the completion of the contract. 10.1.5. Umbrella liability limits of $1,000,000 over and above the underlying commercial liability and automobile liability, Failure of either or ally of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives thereunder. The CITY and the CITY'S directors, 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 so as to affect the rights of the City thereunder until thirty (30) days after written notice to the CITY of such intended cancellation, expiration, or change. SECTION 11 SUBCONTRACTS 11.1 CONSULTANT shall '.be entitled, to the extent determined appropriate by CONSULTANT, to subcontract any portion of the WORK to be performed under this Agreement. 11.2 Any subconsultants or subcontractors to the CONSULTANT 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 CONSULTANT shall be responsible for the architectural and engineering performance, acts, and omissions of all persons and firms performing subcontract WORK. 11.3 CITY hereby authorizes the CONSULTANT to subcontract with the persons and firms listed below: 11.4 The CONSULTANT 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 CONSULTANT without prior, written consent of the other, which consent will not be unreasonably withheld. SECTION 13 INTEGRATION 13 1 This Agreement represents the entire understanding of CITY and 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. Page 7 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 that 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 of all disputes shall be Yakima County, State of Washington SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15 1 In connection with the Services under this Agreement, CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations 15 2 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, coior, 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. SECTION 16 SUSPENSION OF WORK 16 1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended If the period of suspension exceeds 90 days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 17. SECTION 17 TERMINATION OF WORK 17 1 Either party may terminate this Agreement, in whole or in part, if the other party materially preaches its obligations under this Agreement and is in default through no fault of the terminating party. However no such termination may be effected unless the other party is given' (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate and (2) an opportunity for consultation and for cure with the terminating party before termination Notice shall be considered issued within seventy -two (72) hours of mailing by certified rnaii to the place of business of either party as set forth in this Agreement. 17.2 In addition to termination under subparagraph A of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT 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 with CITY before termination. 17 3 If CITY terminates for default on the part of the CONSULTANT; an adjustment in the contract price pursuant to the Agreement shall he made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT 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 CONSULTANT'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 Page 8 another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the CONSULTANT 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 CONSULTANT 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 CONSULTANT reasonably 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 CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT 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 CONSULTANT shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT 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 CONSULTANT in PROJECT WORK or for any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT 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 ARBITRATION 18.1 All claims, counterclaims, disputes, and other matters in question arising out of, or relating to, this AGREEMENT or the breach thereof may be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining. Either CITY or CONSULTANT may initiate a request for such arbitration, but consent of the other party to such arbitration shall be a necessary precondition to arbitration. Page 9 '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 hours after mailing by certified mail to the place of business set forth below, whichever is earlier CITY City of Yakima 129 North 2nd Street Yakima, WA 98901 Attn Douglas Mayo, PE, City Engineer CONSULTANT PLSA Engineering and Surveying 1120 West Lincoln Avenue Yakima, WA 98902 Attn Richard L. Wehr, PLS, Survey Manager Page 10 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 PLSA ENGINEERING AND SURVEYING Signature Signature Michael Morales Richard L. Wehr, PLS Printed Name Printed Name Interim City Manager Survey Manager Title Title Date' Date: Attest City Clerk STATE OF WASHINGTON ss. COUNTY OF YAKIMA ) certify that I know or have satisfactory evidence that Michael Morales, 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 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 (Signature) Title Printed Name My commission expires: Page 11 STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that Richard L. Wehr, 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 Survey Manager of PLSA Engineering and Surveying, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Seal or Stamp (Signature) Title • Printed Name My commission expires Page 12 EXHIBIT A RIVER ROAD IMPROVEMENTS — 6 1.H AVENUE TO 16 AVENUE SCOPE OF SERVICES During the term of this AGREEMENT, the CONSULTANT shall perform professional services in connection with the following project: City of Yakima - RIVER ROAD IMPROVEMENTS — 6 AVENUE TO 16 AVENUE This work shall be completed by December 31, 2012. The following services will be provided by PLSA Engineering and Surveying: • Evaluate and prepare a right of way base map of River Road between 6 Avenue and 16 Avenue based upon title reports for adjacent parcels provided by the City. The base map will show right of way and property boundary lines in relation to the monumented centerline of River Road. • Survey and mark the existing right of way lines with non - permanent marks. Page - 13 - EXHIBIT B RIVER ROAD IMPROVEMENTS — 6 711 AVENUE TO 16 AVENUE Professional Fees The spreadsheet below lists the projected fee for the various tasks. Project Task Projected Cost Preparation of Right of Way Map Research (6 hours @ $95 /hr) $570_ Drafting (8 hours @ $95 /hr) 760 Calculations (6 hours @ $95 /hr) 570 Administrative Assistant (2 hours @ $65 /hr) 130 Subtotal $2,030 Field Location of Right of Way Lines Survey Crew (16 hours @ $183/hr) $2,928 Total Project Cost $4,958 Page - 14 -