HomeMy WebLinkAboutCompass Rose Surveying, Inc. - Professional Service AgreementI
PROFESSIONAL SERVICES AGREEMENT
FOR
YAKVHHAAUR TERM |NAK-NHCAU0STERFIELD
COMPASS ROSE CALIBRATION
PROJECT #202l'001
THIS PROFESSIONAL SERVICES AGREEMENT, entered into this 1~ day of J0Jl,between the
City of Yakima, a Washington municipal corporation ("City"), and Compass Rose Surveying, Inc.,
VVITNESSETN:The parties, in consideration of the terms and conditions herein, do hereby covenant and agree
as follows:
1. Statement of Work
The minimum services (hereinafter referred to as "Services") that the Contractor will provide include services
described in"Deliverables and fee Schedu|e"'which are attached ea Exhibit A hereto and incorporated herein
by this reference.
2. Compensation
The City agrees to pay the Contractor according to Exhibit A, attached hereto and incorporated herein, which
Exhibit includes the deliverables and fee schedule of itemized prices in the manner and upon the conditions
provided for the Contract.
3. Contract Term
The period ofthis Contract shall 6efrom AprU1'ZO21¢oD�ce.m'ber31'3O%1'
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent o, representative ofCity with
regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent
or representative of City. In no event shall Contractor be authorized to enter into any agreement or
undertaking for, or on, behalf ofCity.
S. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties or
interests accruing from this Contract without the prior written consent of the other.
b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns'
does hereby agree to the full performance of all the covenants herein contained upon the part of
the Contractor.
6. Property Rights
All records orpapers ofany sort relating tothe City and tothe project will atall times bethe property ofthe
City and shall be surrendered to the City upon demand. All information concerning the City and said project
which is not otherwise a matter of public record or required by law to be made public, is confidential, and the
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Contractor will not, in whole or part, now or at anytime disclose that information without the express written
consent ofthe City.
7' Inspection and Production of Records
a. The records relating tothe Services shall, atall times, be subject to inspection by and with the
approval of the City, but the making of (or failure or delay in making) such inspection or approval
shall not relieve Contractor of responsibility for performance of the Services in accordance with
this Contract, notwithstanding the Cit\/s knowledge of defective or non -complying performance'
its substantiality orthe ease ofits discovery. Contractor shall provide the City sufficient, safe, and
proper facilities, and/or send copies of the requested documents to the City. Contractor's records
relating tothe Services will beprovided tothe City upon the Oty'srequest.
b. Contractor shall promptly furnish the City with such information and records which are related to
the Services of this Contract as may be requested by the City. Until the expiration of six (6) years
after final payment of the compensation payable under this Contract, or for a longer period if
required by law or by the Washington Secretary ofSka1e's record retention schedule, Contractor
shall retain and provide the City access to (and the City shall have the right to examine, audit and
copy) all of Contractor's books, documents, papers and records which are related tnthe Services
performed byContractor under this Contract.
c. All records relating to Contractor's services under this Contract must be made available to the
[hK and the records relating to the Services are City of Yakima records. They must be produced
to third parties, if required pursuant to the Washington State Public Records Act, [hapter42.S6
R[VV,orbylaw. All records relating to Contractor's services under this Contract must be retained
by Contractor for the minimum period of time required pursuant to the Washington Secretary of
State'srecords retention schedule,
d. The terms of this section shall survive any expiration or termination of this Contract.
3. Work Made tor Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the
property ofthe City. The City shall own any and all data, documents, plans, copyrights, specifications, working
papers, and any other materials the Contractor produces in connection with this Contract. Oncompletion or
termination ofthe Contract, the Contractor shall deliver these materials tuthe City.
9. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and
all applicable |ovvn rules, ordinances and regulations adopted or promulgated byany governmental agency or
regulatory body, whether federal, state, local, or otherwise including policies adopted by the City, as such
laws, ordinances, rules, regulations and policies apply to the use and operation of City of Yakima property,
facilities and operations asthose laws, ordinances, rules, regulations, and policies now exist or may hereafter
beamended orenacted.
Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal,
state' and local government or governmental authority or this project, pay all charges and fees, and give all
notices necessary and incidental to the due and lawful execution of the work.
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a. Procurement of a City Business License. Contractor must procure a City of Yakima Baines
License and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof ofa valid Washington department of Revenue state excise tux
registration number, aorequired inTitle QS R[VV.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number.
Contractor must have currentU8| number and not be disqualified from bidding on any public
works contract undcrRCVV 39.06.101or36.12.065(3).
d. Although the City does not require foreign corporate
proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically
understood and agreed that any such corporation will promptly take all necessary measures to
become authorized to conduct business in the City of Yakima, at their own expense' without
regard to whether such corporation is actually awarded the contract, and in the event that the
award ismade, prior toconducting any business inthe City.
10. Nondiscrimination Provision
During the performance of this Contract, the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed' color, religion,
national origin, sex, age, marital status, sexual orientation, pregnancy, veteran's status, political affiliation or
belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law
Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.).
This provision shall include but not be limited tothe following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff ortermination, rates of pay or other forms of compensation, selection for
training, and the provision ofServices under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any
such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in xvhn)e or in
part and the Contractor may be declared ineligible for any future City contracts.
11. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants
because they have inquired about discussed, or disclosed their own pay orthe pay ofanother employee or
applicant. However, employees who have access to the compensation information of other employees or
applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to
individuals who do not otherwise have access tocompensation information, unless the disclosure is (a) in
response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or
action, including an investigation conducted by the employer, or (c) consistent with the contractor's legal duty
to furnish information.
12. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to
persons or property. Contractor agrees todefend, indemnify and hold harmless the City, its
elected and appointed officials, officers, employees, attorneys, agents, and volunteers from any
and all claims, demands' losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings
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and all judgments, awards, costs and expenses (including reasonable costs and attorney fees)
which result or arise out of the negligent acts or omissions of Contractor, its officials, officers,
employees oragents.
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the
negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed
officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each
party shall be liable for its proportionate share of negligence for any resulting suit, judgment,
action, claim, demand, damages or costs and expenses, including reasonable attorneys' fees,
c. Contractor's Waiver ofEmployer's Immunity under Title 51 RCVV. If any design or engineering
work is done pursuant tothis Contract, Contractor intends that its indemnification, defense, and
hold harmless obligations set forth above shall operate with full effect regardless of any provision
to the contrary in Tide 51 RCVV, Washington's Industrial Insurance Act. Accordingly, tothe extent
necessary tofully satisfy the Contractor's indemnification, defense, and hold harmless obligations
set forth above, Contractor specifically waives any immunity granted under Title 51 RCVV, and
specifically assumes all potential liability for actions brought by employees of the Contractor
against the City and its elected and appointed officials, officers, employees, attorneys, agents, and
volunteers. The parties have mutually negotiated this waiver. Contractor shall similarly require
that its subcontractors, and anyone directly orindirectly employed or hired by Contractor, and
anyone for whose acts Contractor may be liable in connection with its performance of this
Agreement, shall comply with the terms of this paragraph, waive any immunity granted under
Title 51 RCW, and assume all potential liability for actions brought by their respective employees.
The provisions of this section shall survive the expiration or termination of this Agreement.
d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right
of indemnification in any third party.
e. The terms of this section shall survive any expiration or termination of this Contract.
13. Contractor's Liability Insurance
At all times during performance of the Services and this Contract, Contractor shall secure and maintain in
effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and
expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and
maintain in force insurance in limits no less than that 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.
Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies
and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included
with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of
work.
Failure ofCity to demand such verification of coverage with these insurance requirements or failure of City to
identify a deficiency from the insurance documentation provided shall not be construed as a waiver of
Contractor's obligation tomaintain such insurance"
The following insurance is required:
a. Commercial Liability Insurance
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Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance and additional insured endorsements as proof ufcommercial liability insurance with a minimum
liability limit of One Million Dollars ($1,000000.00) per occurrence, combined single limit bodily injury and
property damage, and Two Million Dollars ($2'000000.00) general aggregate. |fContractor carries higher
coverage limits, such limits shall be shown onthe Certificate ofinsurance and Endorsements and the City, its
elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional
insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount,
the policy number, and when the policy and provisions provided are ineffect. Said policy shall beineffect for
the duration of this Contmct. The certificate of insurance and additional insured endorsements shall name
the City of Yakima, its elected and appointed oMlda|4 employees, agents, attorneys and volunteers as
additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without
first giving the City prior written notice. The insurance shall be with an insurance company orcompanies
rated A,VU or higher in Best's Guide and admitted in the State of Washington. The requirements contained
herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended
to and shall not in any manner limit orqualify the liabilities orobligations assumed by Contractor under this
contract. Contractor's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Contract. Any insurance, self-insurance orinsurance pool coverage maintained
by the City shall be in excess of the Contractor's insurance and shall not contribute to it,
b. Automobile Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of One Million Dollars
($1,000000.00) per occurrence. |fContractor carries higher coverage limits, such limits shall be shown on the
Certificate ofInsurance and Endorsements and the City, its elected and appointed officials, employees, agents,
attorneys and volunteers shall be named asadditional insureds for such higher limits, 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 Cuntract. The certificate of
insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed
officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain o clause that
the insurer will not cancel or change the insurance without first giving the City prior written notice. The
insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted
in the State of Washington. The requirements contained herein, as well as City of Yokime's review or
acceptance ofinsurance maintained by Contractor is not intended to and shall not in any manner limit or
qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall
include Hired and Non -Owned coverage ifnecessary.
c. Employer's Liability (Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation,
occupational disease, and occupational health and safety laws, statutes, and regulations tothe full extent
applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000000.00. The
City shall not be held responsible in any way for claims filed by Contractor or its employees for services
performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising
from this Contract including claims resulting from negligent acts of all subcontrao1or(u). Contractor is
responsible to ensure subcontractor(s) have insurance as needed. Failure ofsubcnntracton(s) to comply with
insurance requirements does not limit Contractor's liability or responsibility.
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d. Professional Liability
The Contractor shall provide evidence of Professional Liability insurance covering professional errors and
omiosions. Contractor shall provide the City with a certificate of insurance as proof of professional liability
insurance with a minimum liability limit ofOne Million DoUan($1,UU0OOU.U0) per claim combined single limit
bodily injury and property damage, and One Million Dollars ($l,DUO0OO.0U)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. The insurance shall be with an insurance company orcompanies rated A-VU or higher
in Best's Guide. If the policy is written on o claims mode basis the coverage will continue in force for an
additional two years after the completion of this contract. If insurance is on a claims made form, its
retroactive date, and that ofall subsequent renewals, shall bonolater than the effective date ofthis Contract.
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds
under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be
in excess of the Contractor's insurance and shall not contribute to it.
If at any time during the life of the Contract, or any extension Contractor fails to maintain the required
insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure
to maintain the required insurance may be sufficient cause for the City to terminate the Contract,
Should acourt ofcompetent jurisdiction determine that this Contract issubject toR[VV4.Z4.115'then, inthe
event ofliability for damages arising out of bodily injury to persons urdamages to property caused by or
resulting from the concurrent negligence of Contractor and the City, its officers, elected and appointed
officials, employees, agents, attorneys and volunteers, Contractor's liability hereunder shall be limited tothe
extent ofthe Contractor's negligence.
14. SeverabUity
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held
invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect
without the invalid term, condition or application. To this end, the terms and conditions of this Contract are
declared severable,
15. Contract Documents
This Contract and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the
Contract Documents and are complementary. Specific Federal and State laws and the terms ofthis Contract,
iothat order respectively, supersede other inconsistent provisions. These Contract Documents are onfile in
the Office of the Purchasing Manager, 129 No. Z"uSt, Yakima, WA, 98901' and are hereby incorporated by
reference into this Contract.
16. Termination
Termination for Cause: The City may terminate the Contract after providing the Contractor with thirty (30)
calendar days written notice of the Contractor's right to cure a failure of the Contractor to perform under the
terms ofthis Contract.
The Contractor may terminate the Contract after providing the City sixty (60) calendar days' notice of the
City's right to cure a failure of the City to perform under the terms of the Contract.
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: Either party may terminate the Contract at any time, without cause by
providing written notice; the City by providing at least thirty (30) calendar days' notice to the Contractor,
and the Contractor providing at least thirty (30) calendar days' notice to the City in advance of the intended
date oftermination.
|nthe event oftermination for convenience, the Contractor shall bcentitled toreceive compensation for any
fees owed under the Contract. The Contractor shall also be compensated for partially completed services, in
this event, compensation for such partially completed services shall be no more than the percentage of
completion of the services requested, at the sole discretion of the City, multiplied by the corresponding
payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the
City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a
refund for goods or services paid for but not received or implemented, such refund to be paid within thirty
(30)days ufwritten notice tothe Contractor requesting the refund.
Contract Cancellation: The City reserves the right to cancel the Contract in whole or in part without penalty if
the Contractor:
a. Breaches ordefaults anobligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
m. Files petition in benkruptcy, becomes insolvent, nrotherwise takes action todissolve as legal
d. Allows any final judgment not to be satisfied or lien not to be disputed after legally -imposed,
30-day notice;
e. Makes anassignment for the benefit ofcreditors;
t Fails tufollow the sales and use tax certification requirements ufthe State ofWashington
g. Incurs adelinquent Washington tax liability;
h. Becomes aState nrFederally debarred Contractor;
i. Is excluded from federal procurement and non'procurement[ontracts;
j. Fails to maintain and keep inforce all required insurance' permits and licenses asprovided in the
Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential
Information, proprietary, or containing Personally Identifiable Information, or
i Contractor performance threatens the health orsafety ofaCity, County ormunicipal employee
m. Change in Funding: If the funds upon which the City relied to establish this Contract are
withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding,
the City may terminate this Contract by providing at least five business days written notice tothe
Contractor. The termination shall be effective on the date specified in the notice of termination.
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Upon the termination of the Contract for any reason, or upon Contract expiration, each party shall be released
from all obligations to the other party arising after the date of termination or expiration, except for those that
bytheir terms survive such termination nrexpiration.
17. Dispute Resolution
In the event that any dispute shall arise as to the interpretation 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 the afore mentioned methods are either not successful then any dispute relating to this Agreement
shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties
consent in writing, other available means of dispute resolution may be implemented.
10.Subetitutimn
The Contractor shall not substitute or deviate from said specifications of this Contract without a written
amendment' signed by the City Manager, or pursuant toSection 52 below entitled "Change or Notice". Any
violation of this procedure by the Contractor will be considered cause for immediate cancellation of the
Contract for cause by the City.
19. Contractor Shall Furnish
Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the
same may be required to perform and provide the services in accordance with the terms of this Contract:
personnel, labor, products and supervision; and technical, professional and other services. All such services
products, property and other items furnished or required to befurnished, together with all other obligations
performed or required to be performed' byContractor under this Contract are sometime collectively referred
to in this Contract as the "(Services)."
20. Complementary Provisions
All provisions of this Contract are intended to be complementary, and any services required byone and not
mentioned inanother shall beperformed tuthe same extent as though required byall. Details ofthe services
that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be
performed or furnished by Contractor as part of the services, without any increase in the compensation
otherwise payable under this Contract.
21. Invoices
The City will use its best efforts to pay each of Contractor's invoices within thirty (30 days after the 0ty's
receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon
Contractor providing services hereunder that are satisfactory tothe City. The City will notify the Contractor
promptly if any problems are noted with the invoice. To insure prompt payment each invoice should cite
purchase order number, RFCiP number, detailed description of work, unit and total price, discount term and
include the Contractor's name and return remittance address.
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Contractor will mail invoices to the City at the following address:
City of Yakima
Attn: Robert K.Peterson
Airport Director
Z4U6VV.Washington Ave, Suite B
Yakima, VVA9D9O]
22.Credit Card Acceptance
The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this
agreement The Cm/s preferred method of payment is by procurement (credit) card. Proposers may be
required to have the capability ofaccepting the [i\y'yauthorized procurement card as a method of payment.
No price changes oradditional fee(s) may be assessed when accepting the procurement card as a form of
payment.
23. Prime Contractor
Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with
regard to all contractual matters arising hereunder, including the performance of services and the payment of
any and all charges resulting from its contractual obligations.
24.Delegation ofProfessional Services
The services provided for herein shall be performed by Contractor, and no person other than regular
associates or employees ufContractor shall be engaged on such work or services. Contractor shall not (by
contract, operation of law o, otherwise) delegate or subcontract performance of any services to any other
person or entity without the prior written consent of the City. Any such delegation or subcontracting without
the Oty'sprior written consent shall hevoidable atthe Cit/soption.
No delegation of subcontracting of performance of any of the services, with or without the City's prior written
consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract.
Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees,
Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the
"Support").
Contractor shall at all times be an independent contractor and not an agent or representative of the City with
regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent
or representative of the City. In no event shall Contractor be authorized to enter into any agreement or
undertaking for or on behalf ofthe City. Neither the Contractor nor any employee of the Contractor is
entitled toany benefits that the City provides its employees. The Contractor issolely responsible for payment
of any statutory workers compensation or employer's liability insurance as required by state law. The
Contractor will have an active account with the Department of Revenue, other state agencies as needed, and
a separate set of books or records that rmOemL all items of income and expenses of the business that the
Contractor isconducting.
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Contractor shall perform the services in a timely manner and in accordance with the standards of the
profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and
financed to perform the services in accordance with this Contract, Subject to compliance with the
requirements of this Contract, Contractor shall perform the services in accordance with its own methods.
25. Licenses
If applicable, Contractor shall have a valid and current business license per ChapterS.O3 Section 5.02.010of
the Yakima Municipal Code covering this type ofbusiness and shall satisfy all applicable City Code provisions.
Said license shall be obtained prior tothe award of any contract. Inquiries as to fees, etc, should be made to
the Office ofCode Administration, telephone (5O9)S7S-G1Z1.
In addition' Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of
Washington and their registration number must be listed on the bid/RFP/quote.
Contractor shall take all reasonable precautions to protect against any bodily injury (including death) or
property damage that may occur inconnection with the services.
26. Removal of Subcontractor
If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City
may request in writing that the subcontractor be removed. The Contractor shall comply with this request at
once and shall not employ the subcontractor for any further work/services under this Contract.
27.Taxes and Assessments
Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but
not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial
injury insurance, and other deductions from income which may be required by law or assessed against either
party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this
Contract, Contractor shall pay the same before |tbecomes due.
The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at
8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCVV
39.3O.D48allows the City totake any sales tax and B&O tax that it will receive from purchasing supplies,
materials and equipment within its boundaries into consideration when determining the lowest responsible
Proposer.
28. Contractor Tax Delinquency
Contractors who have a delinquent Washington tax liability may have their payments offset by the State of
Washington.
29. Inspection: Examination ufRecords
The Contractor agrees tofurnish the City with reasonable periodic reports and documents as it may request
and in such form as the City requires pertaining to the work or services undertaken pursuant to this
Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other
matter are to be covered by this Agreement,
The records relating Uuthe services shall, atall times, besubject toinspection byandwiththeapprova|ofthp
City, but the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor
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of responsibility for performance of the services in accordance with this Contract, notwithstanding the City u
knowledge of defective or non -complying performance, its substantiality or the ease of its discovery.
Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and
free access tosuch facilities.
30. Recmvdheepingand Record Retention
The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract.
All records must be kept in accordance with generally accepted accounting procedures. All procedures must
beinaccordance with federal, state and local ordinances.
The City shall have the right to audit, review, examine, copy, and transcribe any pertinent records or
documents relating toany contract resulting from this proposal held by the Contractor. The Contractor will
retain all documents applicable to the contract for a period of not less than three (3) years after final payment
is made.
31.Cnnfidential, Proprietary and Personally Identifiable information
Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any
purpose other than the limited purposes set forth in this Contract and all related and necessary actions taken
in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence,
and shall not disclose such Confidential Information to any persons other than those directors, officers,
employees, and agents ("Representatives") who have a business -related need to have access to such
Confidential Information infurtherance nfthe limited purposes ofthis Contract and who have been apprised
of, and agree to maintain' the confidential nature of such information in accordance with the terms of this
Contract.
Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain
the confidentiality ofthe Confidential Information while in its possession or control including transportation,
whether physically orelectronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any hem of
Confidential Information shall be reproduced byContractor on any reproduction, modification, or translation
ofsuch Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort
to add a proprietary notice or indication ofconfidentiality to any tangible materials within its possession that
contain Confidential Information of the City, as directed.
Contractor shall maintain all Confidential Information asconfidential for a period ofthree (3)years from the
date of termination of this Contract, and shall return or destroy said Confidential Information as directed by
the City inwriting.
Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to
the extent such disclosure is required under law ora court order, provided that the City shall be given prompt
written notice of such proceeding if giving such notice is legally permissible.
32.Suspension mfWork
Yakima Air Terminal-Mcmliser Field
Compass Rose Calibration
Page 11 of 19
The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if
unforeseen circumstances beyond the Cit/s control are interfering with normal progress of the Service. The
Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if
unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service.
The Contractor may suspend Service on the Project in the event the City does not pay invoices when due'
except where otherwise provided by this Agreement. The time for completion of the Service shall be
extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (SU)
days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to
terminate the Service on the suspended portion ofProject in accordance with Section 16.
33.Provision mfServices
The Contractor shall provide the services set forth herein with all due skill, cane, and diligence, in accordance
with accepted industry practices, standards and legal requirements, and to the Cby's satisfaction; the City
decision in that regard shall be final and conclusive. The City may inspect, observe and examine the
performance of the services performed on the City premises at any time. The City may inspect, observe and
examine the performance of Contractor's services at reasonable times, without notice, at any other premises.
a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any
way differ from the Contract requirements for any reason, other than as a result of the Cityt
default or negligence, the Contractor shall, at its own expense, reschedule and perform the
services correctly within such reasonable time as the City specifies. This remedy shall be in
addition toany other remedies available tothe City bylaw orinequity.
b. The Contractor shall be solely responsible for controlling the manner and means by which it and
its Contracted Personnel or its subcontractors perform the services, and the Contractor shall
observe, abide by, and perform all ofits obligations in accordance with all legal requirements and
City work rules.
This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in
part by Contractor to any other person or entity without the prior written consent of the City. In the event
that such prior written consent to an assignment is granted, then the assignee shall assume all duties,
obligations, and liabilities ofContractor stated herein.
35. No Conflict of Interest
Contractor represents that it or its employees do not 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
Contract. Contractor further covenants that it will not hive anyone orany entity having such a conflict of
interest during the performance ofthis Contract.
36. Contract Preservation
if any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid
by a court ofcompetent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining
parts urportions ofthis Agreement shall remain infull force and effect.
37. Promotional Advertising / News Releases
Yakima Air Terrninal'McAlmer Field
Compass Rose Calibration
Page 12 of 19
Reference too,use ofthe City, any of its departments, agencies or other subunits, or any official or employee
for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made
without prior approval of the City. Release of broadcast e'maUs pertaining to this procurement shall not be
made without prior written authorization ofthe contracting agency.
38. Time is of the Essence
Timely provision of the services required under this Contract shall be of the essence of the Contract, including
the provision of the services within the time agreed or on a date specified herein.
39. Expansion clause
Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other
item normally offered by the Contractor, as long as the price of such additional products is based on the same
cost/profit formula as the listed item/service. At any time during the term of this contract, other City
departments may beadded tothis contract, ifboth parties agree.
40.Patent Infringement
The contractor selling tothe City the articles described herein guarantees the articles were manufactured or
produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles
described herein will not infringe any United States patent. The contractor covenants that it will at its own
expense defend every suit which shall he brought against the City (provided that such contractor is promptly
notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by
reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable
in any such suit.
41. Warranty
Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services
furnished under this contract one warranted against defects by the Proposer for one (1) year from date of
receipt, are new, conform strictly tothe specifications herein, are merchantable, good workmanship, free
from defect, are fit for the intended purpose of which such goods and services are ordinarily employed and if
o particular purpose is stated in a Special Condition, the goods are then warranted as for that particular
purpose. Contractor further warrants that no violation of any federal, state or local law, statute, rule,
regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation or
use ofany other goods. Contractor's warranties (and any more favorable warranties' service policies, or
similar undertaking of Contractor) shall survive delivery, inspection, and acceptance of the goods or services.
42. Access and Review of Contractor's Facilities
The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or
Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract
renewals/extensions.
43.Notice uYChange |nFinancial Condition
vaklma^ir Tennmal'wcmisynem
Compass Rose Calibration
Project wzmz-0mz
Page 13 of 19
If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its
ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall
immediately notify the City in vvritin8. Failure to notify the City of such a change in financial condition or
change of ownership or control shall be sufficient grounds for Contract termination.
44. Facility Security
The City may prohibit entry toany secure facility, orremove from the facility, aContract employee who does
not perform his/her duties in a professional manner, orwho violates the secure facility's security rules and
procedures. The City reserves the right to search any person, property, or article entering its facilities.
45. Waiver of Breach
A umker by either party hereto of a breach of the other party hereto of any covenant or condition of this
Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof.
Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or
condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be
construed as a waiver or relinquishment of any such agreement, covenant, condition or right.
46. Integration
No prior oral or written understanding shall beofany force wreffect with respect to those matters covered
herein. This Contract may not be modified or altered except in writing signed by both parties.
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes,epidemics,pandemics,
war, hot, delay in transportation or railcar transport shortages, provided Contractor notifies the [by
immediately inwriting ofsuch pending oractual delay. Normally, inthe event orany such delays (acts orGod,
etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay.
'9= %J=°=111115 LOW
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
The venue for any judicial action to enforce or interpret this Contract shall lie in o court of competent
jurisdiction in Yakima County, Washington.
50. Authority
The person executing this Contract, on behalf ufContractor, represents and warrants that he/she has been
fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the
terms, performances and provisions ofthis Contract. .
51. Change or Notice
Any alterations, including changes to the nature of the service made to the Contract shall be rendered in
writing and signed by both responsible parties; nochanges without such signed documentation shall be valid.
No alterations outside of the general scope and intent of the original Request for Proposals or in excess of
allowable and accepted price changes shall bemade.
Yakima Air rennma/'wownse,Field
Compass Rose Calibration
Page mof 19
In noevent shall the Contractor be paid or be entitled to payment for services that are not authorized herein
orany properly executed amendment.
Notice of Business Changes: Contractor shall notify the City in vvhdn0 within three (3) business days of any
change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor
shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any
decision by the Contractor tochange or discontinue service that will affect services provided to the City under
this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to
accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially
and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or
compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and
demands under and related to this Contract shall be in writing and sent tothe parties at their addresses as
TO CITY:
Robert k. Peterson
Airport Director
Z4D6VV.Washington Ave, Suite B
Yakima WA, 9O9O3
52. Survival
AND ALSO TO:
TO CONTRACTOR:
A|anBeronducci
Compass Rose Surveying, Inc.
SO8OFall River Road
Idaho Springs, CO8O4S2
The foregoing sections of this Contract, 3-52 inclusive, shall survive the expiration or termination of this
Contract in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA
City Manager
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onrCONTRACT mo��= M�~,~�=
RESOLUTION NO: '"/=`
Attest:
Yakima Air Tenn/na/muuoo,Field
Compass Rose Calibration
Compass Rose Surveying, Inc.
Date:'��//
(Print name)
Page 15 of 19
City Clerk
,.,"-\1•00 *
Eg.141 IT A
Compass Rose Surveying, Inc
5080 Fall River Road
Idaho Springs, CO 80452
Phone: 303,567.0447
Fax: 303.567.0447
Email: PejerAccoyfi atao
Cell: 303.550.7808
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akima e *ital
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Introduction
Compass Rose Surveying, Inc. (CRS) proposes to make magnetic surveys Yakima Air Terminal in order to
locate a new compass rose site, certify and permanently mark a new compass rose. If a new site can not be
found, we will try to certify the existing compass rose. The surveys will test several sites and chose one site for
intensive surveys to establish a new compass rose that meets the specifications of the FAA AC 150/5300-13A,
Appendix 6 dated 9/28/2012. The pavement will be marked where the compass calibration lines must be
painted. The proposal includes installing permanent survey markers as required in the FAA AC. The total
cost for the services described below will not exceed $9700.
The procedures we use are described below:
Yakima Air Terminal-McAlliser Field
Compass Rose Calibration
Project # 2021-001
Page 16 of 19
Procedures
1. Total field measurements will be taken in a cross pattern and randomly across several proposed
sites. The sites will be surveyed in the airports preferred priority. When a suitable site is found a
more intensive 'magnetic cleanliness survey' described below will be made.
2. A magnetic cleanliness survey will be conducted at one site. Total field measurements will be
taken every 2.5-feet from the center of the preferred site to 100 feet from the center and to 250
from the center on the cardinal headings. Additional measurements will be made as needed. A
total field survey is a magnetic cleanliness survey described under recommended procedures in
the FAA AC to be sure that no ferrous material was introduced to the compass rose area that
would affect compass calibrations.
3. An absolute declination survey will be made to be sure the site meets the FAA requirement of
declination (30 minutes of arc over the entire site), to determine the average declination of the
site and to mark where the compass rose radials will be painted. Declination measurements are
made in a grid pattern over the proposed compass rose site approximately every 15 to 25 feet
with additional auxiliary stations as appropriate. Calibrated DiFlux magnetometers will be used
to measure the declination.
4. Determine the true headings of the compass rose and several permanent objects.
5. Install 3 permanent non-magnetic survey markers flush with the pavement and stamped with
appropriate information. Markers will be at the center, true north and true south.
6. Mark the pad where the 12 radials will be painted.
7. Verbal and written reports detailing the findings of the magnetic surveys.
8. Follow-up consultation regarding the Compass Rose Survey.
Instrument Calibrations
All of our work is done to the requirements and recommended procedures of the FAA AC. Our magnetometers
are absolute and are compared to World Standard absolute instruments at the IAGA Workshop held every 2
years. (There are only two places magnetometers can be calibrated, at the IAGA Workshop or by the US
Geological Survey in Golden, CO). The last comparison we attended was near Vienna, Austria in June 2018.
Our survey instruments are serviced and calibrated every year or two by a Zeiss factory service center, Clausen
Instrument Co, Asheville, NC,
Insurance
Compass Rose Surveying, Inc. carries General Liability with $1,000,000 per incident and $2,000,000
overall liability limits. We also carry Errors and Omissions, Automobile insurance and Workers Comp
with $1,000,000 liability limits. This proposal includes naming the City of Yakima as additional
insured, a waiver of subrogation and primary/noncontributory wording. It also includes the costs
for registering with the State of Washington DOR to obtain a Yakima business license, a state UBI
number and state excise tax registration number and costs associated with filing a Washington
state tax return.
Yakima Air Terminal-McAlliser Field
Compass Rose Calibration
Project # 2021-001
Page 17 of 19
Site Access
The Airport will provide access to the compass rose site, any needed escorts or equipment, including radio, flag,
and strobe, as needed.
Recommended Services
Qualifications
� Measure the magnetic heading nfrunways, This is0aaid |nfuture planning for runway o-
numbering. $300 per runway.
° Compass Rose Surveying, Inc. is the most qualified finninthe world providing compass rose
consulting, certifications and re-oertificadonx. The principal geophysicist for the firm has more
than 38 years experience with compass rose surveys including 30 years working for the US
Geological Survey (now retired) and 15 years as the principal at Compass Rose Surveying, Inc.
We are the only finn in the United States doing exclusively compass rose related work. The
principal geophysicist was a consultant to the FAA and the US Army Corps of Engineers
regarding compass calibration pad certifications and developed the methods and procedures used
for certification, Therefore our knowledge ofFAA and Military requirements, policies and
procedures in unparalleled in the field.
~ During the last five years we have successfully completed more than 50 compass rose related
jobs.
• Our experience iounparalleled regarding compass rose consulting, cortifiouiinnand ,c'
re -
certifications.
• We have demonstrated our capability to do this work at large and small airports, aircraft
manufacturers, UGMilitary projects, anddcfenoecontmctom.Rcguodingquu|ityussumoce,vve
calibrate Our magnetometers utunInternational Workshop every 2years (the world standard for
magnetorneter calibration); our measurements are thoroughly checked before a report is issued.
Our movement and work onthe airfield is coordinated with the on -site airport staff toensure we
comply with all airfield, Military and FAA rules.
° Our company isfemale (majoriiy)owned, certified bvthe SBA.
• The price listed is the complete price. Nochange orders (unless requested).
• Our office imlocated inColorado, but wcwork anywhere inthe world.
The fees are a|Anc|uyive. An invoice will accompany the written report and payment will 6cdue within 30
days, usoumin8all obligations have been met. This proposal ixgood until April 3O,202l.
Alan Bemnducci, President 6L Geophysicist
Compass Rose Surveying, Inc.
5080 Fall River Road
Idaho Springs, C080452
Yakima Air Term mo/mow//arField
Compass Rose Calibration
~
Page zoofs
303.567.0447; Mobile 303.550.7808
Website: vyfirkv.s,',911)114.5s!irpse-surveyj pg,conl
Yakima Air Terminal-McAlliser Field
Compass Rose Calibration
Project # 2021-001
Page 19 of 19