HomeMy WebLinkAboutR-2013-063 Air Terminal Land Acquisition Professional Services Agreement with Roland ResourcesRESOLUTION NO. R- 2013 -063
A RESOLUTION authorizing the City Manager to execute an On -call Agreement for
Professional Services with Roland Resources, Inc for Land Acquisition
not to exceed $23,500.
WHEREAS, City owns and operates Yakima Air Terminal in accordance with applicable
Federal, State and Local regulations; and
WHEREAS, the City maintains a 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 state of Washington requires these services to be performed by a
Professional Licensed Engineer; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
enter into a Professional Services Agreement with Roland Resources, Inc for, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the attached and incorporated
Professional Services Agreement with Roland Resources, Inc for Land Acquisition of parcel(s)
18133523001 and 18133523007.
ADOPTED BY THE CITY COUNCIL this 21st day of May, 2013.
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ATTEST Micah awle Mayor
ar Tee, Ch C irk-
STANDARD ON CALL AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into on o�g , 2013 by and between Roland
Resources, Inc., a Washington Corporation ( hereina referred to as "CONSULTANT" and /or
"Roland Resources, Inc. "), and City of Yakima, located at 129 N. 2 "d Street, Yakima, WA 98901
(hereinafter collectively referred to as "CLIENT "). CONSULTANT and CLIENT may be
referred to herein as "Parties ".
RECITALS
CLIENT is desirous of entering into an On -call Agreement with CONSULTANT to provide
professional real estate consulting services, including brokerage, acquisition and relocation
services in connection with various projects of CLIENT, (hereinafter referred to as the
"Project(s) ");
Based upon information and references provided by the CONSULTANT, CONSULTANT
represents that it is qualified and experienced in the performance of said real estate services and
willing to perform said "On- call" services; and,
CLIENT desires to engage CONSULTANT to perform said services on an "On- call" basis.
This Agreement serves as the general terms and conditions for each and every Project
CONSULTANT performs for CLIENT unless the Parties agree otherwise. The scope of service
and cost for each Project governed by this agreement will be determined by an addendum
proposal letter or task order, signed by all Parties to this Agreement.
At all times during the term of the Agreement CONSULTANT shall be an independent
consultant and shall not be an employee of CLIENT and, CLIENT shall have the right to control
CONSULTANT only insofar as the subsequent results of CONSULTANT's services rendered
pursuant to the Agreement and shall not have the right to control the means by which
CONSULTANT accomplishes the services. CONSULTANT shall have no authority, express or
implied, to act on behalf of CLIENT in any capacity whatsoever as an agent, and shall have no
authority, express or implied, to bind CLIENT to any obligation whatsoever; and,
CONSULTANT possesses no authority with respect to any CLIENT decision beyond the
rendition of information, advice, recommendation or counsel independent of the control and
direction of CLIENT or any CLIENT official, other than normal monitoring of the Agreement.
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GENERAL TERMS AND CONDITIONS
In consideration of the covenants and conditions hereinafter set forth, it is mutually agreed as
follows:
1. SCOPE OF SERVICE: The CONSULTANT shall furnish the necessary facilities,
materials, equipment and the services of skilled professionals, technical, and support personnel
to meet the requirements of the scope of service of each Project which is to be determined by
proposal letter for each project. The Project Manager (PM) must keep a record of Uniform Act
Compliance for the Airport owner to ensure maximum reimbursement. The PM must provide
evidence of coordination, communication, and documentation required by the governing
regulations provided at 49 CFR Part 24, FAA policies, described in Advisory Circular (AC)
150/5100 -17, and other applicable laws and regulations provided under state and local law. The
PM hired to manage Yakima Airport's land acquisition project (includes hangars, other
infrastructure, and relocation services) is responsible for timely preparation and tracking of
applicable project documentation, records, and schedule.
2. PERIOD OF PERFORMANCE: CONSULTANT shall commence work within five (5)
working days of receipt of Notice -To- Proceed (NTP) for each project, and shall continue per
schedules provided by CLIENT, if any, until all tasks are completed, unless this Agreement is
terminated in accordance with Paragraph 7 hereof.
3. TERM OF AGREEMENT: This. Agreement shall remain in full force and effect for a
period of twelve (12) months from the date first written above, and may be extended by mutual
agreement of the parties, but not to exceed five (5) years.
4. COMPENSATION AND PAYMENT TERMS: For, and in consideration of the services
satisfactorily performed by CONSULTANT hereunder, CLIENT agrees to pay CONSULTANT
the sum, or sums set forth at Exhibit "B ", entitled, "Compensation and Payment Terms ", attached
hereto and by this reference made a part hereof. Payment to CONSULTANT will be made on no
less than monthly intervals upon submission of invoices and related, supporting documentation
as subsequently agreed upon.
5. RESPONSIBILITIES: CONSULTANT shall be responsible for the professional quality,
technical accuracy and, the coordination of all drawings, specifications, calculations, data,
reports, documents or other services to be provided hereunder, and shall, without additional
compensation, correct or revise any errors or deficiencies promptly upon notice or discovery
thereof. Neither a review, approval or acceptance of, nor payment for, any of the services
required hereunder shall be construed as a waiver of any rights under this Agreement by
CLIENT or of any cause of action arising out of this Agreement, and CONSULTANT shall be
liable for all damages caused by, or arising out of, CONSULTANT'S negligent performance of
any services provided or required hereunder.
6. CHANGES: CLIENT may, at any time by written authorization or direction, make
changes in, or otherwise amend the Scope of Services provided in each Addendum Project
Proposal letter. If such changes result in an increase or a decrease in services, the time required
for performance thereof or, the compensation therefore, this Agreement shall be modified
accordingly, in writing, in order for such changes to be valid. Under no circumstances shall
CONSULTANT provide additional services or incur expenses for which additional
compensation is to be charged without the express written authorization of CLIENT.
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7. TERMINATION:
a. The CLIENT may, by written notice, terminate this contract in whole or in part at any time,
either for the CLIENT's convenience or because of failure to fulfill the contract obligations.
Upon receipt of such notice services shall be immediately discontinued (unless the notice directs
otherwise) and all materials as may have been accumulated in performing this contract, whether
completed or in progress, delivered to the CLIENT.
b. If the termination is for the convenience of the CLIENT, an equitable adjustment in the
contract price shall be made, but no amount shall be allowed for anticipated profit on
unperformed services.
c. If the termination is due to failure to fulfill the CONSULTANT's obligations, the CLIENT
may take over the work and prosecute the same to completion by contract or otherwise. In such
case, the CONSULTANT shall be liable to the CLIENT for any additional cost occasioned to the
CLIENT thereby.
d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the
CONSULTANT had not so failed, the termination shall be deemed to have been effected for the
convenience of the CLIENT. In such event, adjustment in the contract price shall be made as
provided in paragraph 2 of this clause.
e. The rights and remedies of the CLIENT provided in this clause are in addition to any other
rights and remedies provided by law or under this contract.
8. BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the CONSULTANT or their
subconsultant may result in the suspension or termination of this contract or such other action
that may be necessary to enforce the rights of the parties of this agreement. The duties and
obligations imposed by the Contract Documents and the rights and remedies available thereunder
shall be in addition to and not a limitation of any duties, obligations, rights and remedies
otherwise imposed or available by law.
9. RIGHTS TO INVENTIONS
All rights to inventions and materials generated under this contract are subject to regulations
issued by the FAA and the recipient of the Federal grant under which this contract is executed.
10. TRADE RESTRICTION CLAUSE
The CONSULTANT or subconsultant, by submission of an offer and /or execution of a contract,
certifies that it:
a. is not owned or controlled by one or more citizens of a foreign country included in the list of
countries that discriminate against U.S. firms published by the Office of the United States Trade
Representative (USTR);
b. has not knowingly entered into any contract or subcontract for this project with a person that
is a citizen or national of a foreign country on said list, or is owned or controlled directly or
indirectly by one or more citizens or nationals of a foreign country on said list;
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c. has not procured any product nor subcontracted for the supply of any product for use on the
project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CFR 30.17, no contract shall be awarded to a CONSULTANT or subconsultant who is
unable to certify to the above. If the CONSULTANT knowingly procures or subcontracts for the
supply of any product or service of a foreign country on said list for use on the project, the
Federal Aviation Administration may direct through the CLIENT cancellation of the contract at
no cost to the Government.
Further, the CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it
will incorporate this provision for certification without modification in each contract and in all
lower tier subcontracts. The CONSULTANT may rely on the certification of a prospective
subconsultant unless it has knowledge that the certification is erroneous.
The CONSULTANT shall provide immediate written notice to the CLIENT if the
CONSULTANT learns that its certification or that of a subconsultant was erroneous when
submitted or has become erroneous by reason of changed circumstances. The subconsultant
agrees to provide written notice to the CONSULTANT if at any time it learns that its
certification was erroneous by reason of changed circumstances.
This certification is a material representation of fact upon which reliance was placed
when making the award. If it is later determined that the CONSULTANT or
subconsultant knowingly rendered an erroneous certification, the Federal Aviation
Administration may direct through the CLIENT cancellation of the contract or
subcontract for default at no cost to the Government.
Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render, in good faith, the certification required by this provision. The
knowledge and information of a CONSULTANT is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
This certification concerns a matter within the jurisdiction of an agency of the United States of
America and the making of a false, fictitious, or fraudulent certification may render the maker
subject to prosecution under Title 18, United States Code, Section 1001.
11. TRADE RESTRICTION CLAUSE
The CONSULTANT or subconsultant, by submission of an offer and /or execution of a contract,
certifies that it:
a. is not owned or controlled by one or more citizens of a foreign country included in the list of
countries that discriminate against U.S. firms published by the Office of the United States Trade
Representative (USTR);
b. has not knowingly entered into any contract or subcontract for this project with a person that
is a citizen or national of a foreign country on said list, or is owned or controlled directly or
indirectly by one or more citizens or nationals of a foreign country on said list;
c. has not procured any product nor subcontracted for the supply of any product for use on the
project that is produced in a foreign country on said list.
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Unless the restrictions of this clause are waived by the Secretary of Transportafion in accordance
with 49 CFR 30.17, no contract shall be awarded to a CONSULTANT or subconsultant who is
unable to certify to the above. If the CONSULTANT knowingly procures or subcontracts for the
supply of any product or service of a foreign country on said list for use on the project, the
Federal Aviation Administration may direct through the CLIENT cancellation of the contract at
no cost to the Government.
Further, the CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it
will incorporate this provision for certification without modification in each contract and in all
lower tier subcontracts. The CONSULTANT may rely on the certification of a prospective
subconsultant unless it has knowledge that the certification is erroneous.
The CONSULTANT shall provide immediate written notice to the CLIENT if the
CONSULTANT learns that its certification or that of a subconsultant was erroneous when
submitted or has become erroneous by reason of changed circumstances. The subconsultant
agrees to provide written notice to the CONSULTANT if at any time it learns that its
certification was erroneous by reason of changed circumstances.
This certification is a material representation of fact upon which reliance was placed
when making the award. If it is later determined that the CONSULTANT or
subconsultant knowingly rendered an erroneous certification, the Federal Aviation
Administration may direct through the CLIENT cancellation of the contract or
subcontract for default at no cost to the Government.
Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render, in good faith, the certification required by this provision. The
knowledge and information of a CONSULTANT is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
This certification concerns a matter within the jurisdiction of an agency of the United States of
America and the making of a false, fictitious, or fraudulent certification may render the maker
subject to prosecution under Title 18, United States Code, Section 1001.
12. CONFIDENTIALITY: CONSULTANT hereby agrees that this Agreement, any Project
Proposals and all information provided by CLIENT pursuant to the work and services hereunder
shall be considered confidential, and shall not be reproduced, transmitted, used or disclosed by
CONSULTANT without the written consent of CLIENT, except as may be necessary for
CONSULTANT to fulfill its obligations hereunder; provided, that the limitation shall not apply
to any information, or portion thereof, which is within the public domain at the time of its
disclosure. The requirements of this paragraph shall survive the term of this Agreement.
13. OWNERSHIP AND REUSE OF PROJECT DOCUMENTS: All non - proprietary data,
information, reports, or other documents or materials prepared by CONSULTANT hereunder
shall become the property of CLIENT, whether or not the work covered thereby is completed,
and no further agreement will be necessary to transfer ownership to CLIENT, provided that
CONSULTANT may retain a record copy for its file. Any reuse of CONSULTANT prepared
documents, except for the specific purpose intended hereunder, will be at CLIENT's sole risk
and without liability or legal exposure to CONSULTANT or its SUBCONSULTANTS, if any.
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14. MODIFICATION OF PROJECT DOCUMENTS: CLIENT agrees that if any of the
Project Documents are modified in connection with Project(s) and, CONSULTANT is not
retained to provide services in connection with such modification, CLIENT shall indemnify and
hold CONSULTANT harmless from, and against any and all losses, liabilities, damages, actions,
causes of action, costs and expenses, including, without limitation, reasonable attorney's fees and
costs incurred by CONSULTANT and caused by, but only to the extent of, such modification;
provided, however, nothing herein shall be deemed to release CONSULTANT from liability for
that portion of Project Documents prepared by CONSULTANT, its employees, or subconsultant,
if any, which were not modified or affected by modification.
15. RELATIONSHIP: The legal relationship of CONSULTANT to CLIENT hereunder shall
be that of an independent consultant and not that of an agent, employee or joint- venturer. In the
event the CONSULTANT is acting as a Broker on behalf of the CLIENT, for purposes of
disposing of real property, the Washington Real Estate Brokerage Relationship Act shall apply
and the "agent" and "agency" relationships shall be disclosed as required by law.
16. ACCESS TO RECORDS AND REPORTS
The CONSULTANT shall maintain an acceptable cost accounting system. The CONSULTANT
agrees to provide the CLIENT, the Federal Aviation Administration and the Comptroller General
of the United States or any of their duly authorized representatives access to any books,
documents, papers, and records of the CONSULTANT which are directly pertinent to the
specific contract for the purpose of making audit, examination, excerpts and transcriptions. The
CONSULTANT agrees to maintain all books, records and reports required under this contract for
a period of not less than three years after final payment is made and all pending matters are
closed.
17. CIVIL RIGHTS ACT OF 1964, TITLE VI — CONSULTANT CONTRACTUAL
REQUIREMENTS -
During the performance of this contract, the CONSULTANT, for itself, its assignees and
successors in interest (hereinafter referred to as the "CONSULTANT ") agrees as follows:
a. Compliance with Regulations. The CONSULTANT shall comply with the Regulations
relative to nondiscrimination in federally assisted programs of the Department of Transportation
(hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended
from time to time (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this contract.
b. Nondiscrimination. The CONSULTANT, with regard to the work performed by it during the
contract, shall not discriminate on the grounds of race, color, or national origin in the selection
and retention of subconsultants, including procurements of materials and leases of equipment.
The CONSULTANT shall not participate either directly or indirectly in the discrimination
prohibited by section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix B of the Regulations.
c. Solicitations for subcontracts, Including Procurements of Materials and Equipment. In all
solicitations either by competitive bidding or negotiation made by the CONSULTANT for work
to be performed under a subcontract, including procurements of materials or leases of equipment,
each potential subconsultant or supplier shall be notified by the CONSULTANT of the
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CONSULTANT's obligations under this contract and the Regulations relative to
nondiscrimination on the grounds of race, color, or national origin.
d. Information and Reports. The CONSULTANT shall provide all information and reports
required by the Regulations or directives issued pursuant thereto and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined by
the CLIENT or the Federal Aviation Administration (FAA) to be pertinent to ascertain
compliance with such Regulations, orders, and instructions. Where any information required of a
CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this
information, the CONSULTANT shall so certify to the CLIENT or the FAA, as appropriate, and
shall set forth what efforts it has made to obtain the information.
e. Sanctions for Noncompliance. In the event of the CONSULTANT's noncompliance with the
nondiscrimination provisions of this contract, the CLIENT shall impose such contract sanctions
as it or the FAA may determine to be appropriate, including, but not limited to:
• Withholding of payments to the CONSULTANT under the contract until the
CONSULTANT complies, and /or
• Cancellation, termination, or suspension of the contract, in whole or in part.
f. Incorporation of Provisions. The CONSULTANT shall include the provisions of paragraphs a
through e in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Regulations or directives issued pursuant thereto. The CONSULTANT
shall take such action with respect to any subcontract or procurement as the CLIENT or the FAA
may direct as a means of enforcing such provisions including sanctions for noncompliance.
Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened
with, litigation with a SUBCONSULTANT or supplier as a result of such direction, the
CONSULTANT may request the CLIENT to enter into such litigation to protect the interests of
the CLIENT and, in addition, the CONSULTANT may request the United States to enter into
such litigation to protect the interests of the United States.
18. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 -
GENERAL CIVIL RIGHTS PROVISIONS
The CONSULTANT assures that it will comply with pertinent statutes, Executive orders
and such rules as are promulgated to assure that no person shall, on the grounds of race,
creed, color, national origin, sex, age, or handicap be excluded from participating in any
activity conducted with or benefiting from Federal assistance. This provision obligates the
tenant /concessionaire /lessee or its transferee for the period during which Federal assistance
is extended to the airport a program, except where Federal assistance is to provide, or is in
the form of personal property or real property or interest therein or structures or
improvements thereon. In these cases the provision obligates the party or any transferee
for the longer of the following periods: (a) the period during which the property is used by
the airport sponsor or any transferee for a purpose for which Federal assistance is
extended, or for another purpose involving the provision of similar services or benefits or
(b) the period during which the airport sponsor or any transferee retains ownership or
possession of the property. In the case of CONSULTANTs, this provision binds the
CONSULTANTS from the bid solicitation period through the completion of the contract.
This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
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19. DISADVANTAGED BUSINESS ENTERPRISES
Contract Assurance ( §26.13) - The CONSULTANT or subconsultant shall not discriminate on
the basis of race, color, national origin, or sex in the performance of this contract. The
CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT assisted contracts. Failure by the CONSULTANT to carry out these
requirements is a material breach of this contract, which may result in the termination of this
contract or such other remedy, as the recipient deems appropriate.
Prompt Payment ( §26.29) - The CONSULTANT agrees to pay each subconsultant under this
contract for satisfactory performance of its contract no later than thirty (30) days from the receipt
of each payment the CONSULTANT receives from CLIENT. The CONSULTANT agrees
further to return retainage payments to each subconsultant within the time required by law
following the subconsultant 's work is satisfactorily completed. Any delay or postponement of
payment from the above referenced time frame may occur only for good cause following written
approval of the CLIENT. This clause applies to both DBE and non -DBE SUBCONSULTANTS.
20. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
(1) No Federal appropriated funds shall be paid, by or on behalf of the
CONSULTANT, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the making of any Federal
grant and the amendment or modification of any Federal grant.
(2) If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with any Federal grant, the CONSULTANT shall
complete and submit Standard Form -LLL, "Disclosure of Lobby Activities," in
accordance with its instructions.
21. INSURANCE: CONSULTANT shall effect and maintain insurance to protect CLIENT,
its Boards, Commissions, Directors, Employees and, Agents against claims arising under
Workmen's/Worker's Compensation; and, from claims for damages resulting from injury to
persons or destruction of property, including loss of use thereof; and, from claims arising out of
the negligent performance of professional services, or as a consequence thereof, caused by act(s)
for which CONSULTANT, its employees, agents, subconsultants (if any), and material suppliers
(if any) may be responsible. Minimum insurance requirements are set forth in Exhibit "C ".
CONSULTANT'S insurance coverage shall satisfy all insurance requirements (including
amounts, coverage's, and the furnishing of certificates of insurance) applicable under the terms
of this Agreement.
22. INDEMNIFICATION: Notwithstanding any provision of this Agreement to the contrary,
CONSULTANT and CLIENT mutually agree to indemnify, hold harmless, and defend one
another from and against all claims, demands, damages, loss, costs, expenses, reasonable
attorney's fees, fines, or penalties arising out of, or as a consequence, or related to, any willful
misconduct or negligent act, error or omission committed solely on the part of its respective
employees, agents, or independent consultants; and, CONSULTANT and CLIENT herewith
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mutually agree to indemnify, hold harmless, and defend from and against all claims, demands,
damages, loss, costs, expenses, reasonable attorney's fees, fines or penalties arising out of, or as
a consequence, or related to, any willful misconduct or negligent act, error or omission
committed solely on the part of its employees, agents, independent consultants or volunteers. If
a demand for defense and /or indemnity is made by a party pursuant to this provision and denied
by the other party, the party denying the demand for defense and /or indemnity shall reimburse
the demanding party for all loss, costs and expenses, reasonable attorneys' fees incurred in the
defense of the action if the demanding party is subsequently adjudicated to have not committed
any negligent act, error or omission of willful misconduct.
23. REMEDIES: The rights and remedies set forth herein shall be in addition to any other
remedies provided by law, and waiver by CLIENT of any provision hereunder or of a breach
thereof by, CONSULTANT shall not be deemed a waiver of future compliance thereof and such
provision shall continue in and with full force and effect.
24. SEVERABILITY: In the event that any term or provision of this Agreement is held to be
illegal, invalid, or unenforceable under the laws, regulations, or ordinances of any federal, state,
or other government to which this Agreement is subject, such term or provision shall be deemed
severed from this Agreement and the remaining terms and provisions shall remain unaffected
thereby and continue in full force and effect.
25. NOTICES: All notices required, or permitted under this Agreement shall be considered
as duly given to any party for all purposes hereof only if given in writing and either hand
delivered, or sent by registered, or certified mail, postage prepaid and return receipt requested, or
sent by fax, telegram or email, addressed as set forth below, or to such other address as may be
designated by notice given as provided herein. All notices shall be effective upon first receipt,
unless otherwise specified herein.
25.1 CONSULTANT'S ADDRESS, FAX NUMBER AND, EMAIL:
ROLAND RESOURCES, INC.
12011 NE 1St Street, Suite 308
Bellevue, WA 98005
Phone No.: (425) 822 -1767
FAX: (425) 454 -1739
Attn: Faith A. Roland
Title: CEO
Email: faith @roland- resources.com
25.2 CLIENT'S ADDRESS, FAX NUMBER AND EMAIL:
CITY OF YAKIMA
129 N. 2nd Street
Yakima, WA 98901
Phone No.: (509) 575 -6040
FAX: (509) 576 -6335
Attn: Tony O'Rourke
Title: City Manager
Email: torourke @ci.yakima.wa.us
26. MODIFICATION: This Agreement may only be modified by a written amendment
hereto, duly executed by both parties.
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27. SUCCESSION AND ASSIGNMENT: CONSULTANT binds itself, its successors,
assigns, and legal representatives to CLIENT with respect to all of the covenants and provisions
of this Agreement and further agrees that it shall not assign, subcontract, hypothecate, or transfer
its interest in this Agreement, or any part thereof, without the express written consent of
CLIENT.
28. ENTIRE AGREEMENT: This Agreement contains all of the promises, representations,
and understandings of the parties hereto and supersedes any previous understandings,
commitments, proposals, or contracts, whether verbal or written, and may only be modified as
hereinbefore provided.
29. GOVERNING LAW: The CONSULTANT shall comply with all laws, ordinances,
regulations and, policies of the federal, state, and local governments applicable to this
Agreement. Unless otherwise specified herein, the laws of the State of Washington shall govern
and control the terms and conditions of this Agreement.
30. VENUE AND FEES: The venue for any suit or proceeding concerning this Agreement,
the interpretation or application of any of its terms, or any related disputes shall be in Yakima
County, in the State of Washington. The prevailing Party in any such suit or proceeding shall be
entitled to a reasonable award of attorney's fees in addition to any other award made in such suit
or proceeding.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed
this Agreement effective on the date first above written.
CONSULTANT:
ROLAND RESOURCES, INC.
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CLIENT:
CITY OF YAKIMA
Top' O'P owrke, City Manager
CITYcoNTRAcrNO:- 2013
RESOLUTION NO: ®/ �� G(-
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EXHIBIT "A" ACQUISITION /NEGOTIATION SCOPE OF SERVICE
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Provide on -call project management services to ensure performance of all real estate
functions required to analyze, negotiate for and acquire real property interests on
parcel(s) 18133523001 and 18133523007, or any other parcels that may need to be
acquired during the term of the contract including relocation assistance, on behalf of
Yakima Air Terminal, for the airport expansion project.
Yakima is hiring a project manager (PM) to manage the Airport's Land Acquisition
project. The PM selected to do the work will ensure others hired to do their work comply
with AIP and NEPA requirements and process, and forms on FAA's web site,
(http: / /www.faa.gov/ airports /resources /forms /index.cfm? sect = land_acquisition),
Advisory Circulars, etc. The Airport does not expect the PM to provide Subconsultant
services such as an appraiser, federal and local policy and law, etc
The PM's final contract will clarify the extent of project oversight and responsibilities —
e.g. prepare for the Airport owner qualification requirements for appraiser, environmental
specialist, and relocation assistance specialist; specialist to update the property map,
surveying — if any; and ensure compliance with NEPA and AIP process and forms. The
airport owner must approve all contracts — including attaching price /cost analysis, then
submit to FAA for review and acceptance. Because the airport owner signs a
Certification for Consultant Selection, the airport owner must select appraiser, review
appraiser, relocation assistance specialist, Due Diligence Auditor, etc. The PM may do
all the up -front work.
Tasks include, but are not limited to those detailed in the FAA Advisory Circular Land
Acquisition and Relocation Assistance for Airport Improvement Program Assisted
Projects (AC 150/510 -17):
• http: / /www.faa.gov/ airports / environmental / relocation _assistance / land_acquisition
_under _aip /overview/ w
• http: / /ww.faa.gov/ airports/ environmental / relocation _assistance / land_acquisition
—under _aip /land _proj ect_ checklist/
• Update preliminary title commitments & 50 year delineation.
• Title analysis — Prepare list of title exceptions to be cleared.
• Facilitate scope development and coordinate appraisal and appraisal review —
Federal FAA Standards will be applied to all appraisal tasks.
• Attend and facilitate public meetings, stakeholder outreach and any public
presentations that may be required.
• Draft all real estate documents based on format approved by City of Yakima and
Yakima County.
• Perform Landowner contact and all negotiations to acquire real property, to
standards required by Federal standards and the Uniform Act.
• Open and oversee escrow and real property transfer to City of Yakima and certify
real estate, as may be needed.
• Assist and participate in public hearings and actions necessary to acquire
properties.
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• Assist in working with grant funding agency to meet compliance obligations of
federal funding.
• Coordinate and update appraisals and appraisal reviews for potential litigation, if
required.
• Coordinate and facilitate Environmental Phase I analysis and any other due
diligence requirements.
• Relocation Services, as may be required under the Uniform Act, are included in
this scope of work. Should site inspection reveal complex tenant or business
relocation obligations, the scope will be amended to include additional complex
relocation services required under the Uniform Act.
Project includes negotiation for and acquisition of fee simple real property interest, from
2 parcels, owned by 1 or more property owners.
Task Deliverables include:
Task 1— Title Report and Analysis - $650 plus review time — approx.. 10 hours
Deliverable — Title report and accompanying review summary.
Task 2 — Valuation and Appraisals — facilitate drafting scope and contracting for
completed summary real property appraisal, using before and after analysis, to be
performed by independent, licensed appraiser. Appraisal and appraisal review will be
completed using FAA and USPAP standards. — approx30 hours
Deliverable — draft appraisal scope, accompany appraiser on site visit, and
facilitate communication with landowner.
Task 3 — Right of entry, Environmental Analysis — draft documents, contact landowners,
facilitate completion of Phase I environmental property analysis by third party contractor.
Phase — approx.. 20 hours
Deliverable — Executed right of entry, facilitate completion of task by third party.
Task 4 — Public presentations and Negotiations — public meetings or board presentations
assume 2 with prep time, draft offer documents, present offer and conduct negotiations
with landowner and their representatives — approx. 80 hours
Deliverable — presentation attendance as required; draft offer documents for city
of Yakima review; conduct negotiation with landowner.
Task 5 — Facilitate Escrow, Certify project file — Facilitate transfer of real property to city
of Yakima — approx. 20 hours
Deliverable — Escrow instructions; Facilitate real property transfer; prepare closed
file for certification.
Task 6 — Relocation services — obtain list of all tenants potentially impacted by
acquisition. Interview tenants to determine if tenancy will result in a displacement that
qualifies for relocation benefits under the Uniform Act. Provide General Information
12
Notice and prepare draft relocation estimate for City. Recommend course of action for
persons or businesses in tenancy. — approx. 15 hours.
Expenses — Travel expenses and mileage at approved government rates. -
13
EXHIBIT "B" COMPENSATION AND PAYMENT TERMS
Billings will include itemized labor by task and category, as well as itemized expenses
supported by receipts of CONSULTANT and /or subconsultant invoices for not -to- exceed
engineering or inspection services. Distribute the approved lump -sum fixed fee equitably
by major tasks for invoicing purpose.
1. CLIENT agrees to pay CONSULTANT compensation for real estate related
services rendered based on the scope of service, rates and /or fees on a Project by Project
basis and set forth in the Proposal Letter established for each Project between the Parties.
The Parties are subject to the payment terms established in this Exhibit B unless
otherwise agreed upon for each Project.
2. CONSULTANT may submit an invoice for services rendered during the previous
month and attach any supporting documentation as may have been previously agreed
upon. Upon receipt of Invoice from the CONSULTANT, CLIENT shall promptly pay
the amount due within no more than thirty (30) days of receipt. Upon completion of
services, the remaining balance of the Project maximum shall become immediately due
and payable.
3. Invoicing Instructions
Invoices for payments hereunder shall be certified by a responsible official of the
CONSULTANT'S organization and shall be submitted to the following address:
CITY OF YAKIMA
129 N. 2nd Street
Yakima, WA 98901
Phone No.: (509) 575 -6040
FAX: (509) 576 -6335
Attn: Cindy Epperson
Title: Finance Director
Email: Cindy.Epperson @yakimawa.gov
4. CONSULTANT shall not perform any additional service, or incur any additional
expense in the performance of this Agreement without the prior written approval of
CLIENT.
5. Any change of scope or additional services required after contract signing shall be
handled through a written contract modification approved by both parties. Compensation
for such services will be established at the time of written approval.
6. CONSULTANT shall provide CITY with a W -9 prior to beginning work pursuant
to this Agreement.
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EXHIBIT "B1" 2012 HOURLY RATE SCHEDULE
All services would be provided based on the following hourly rate schedule unless agreed
upon otherwise in the Proposal Letter and /or Notice to proceed for each Project:
Principal
$165.00
per hour
Sr. Project Manager
$150.00
per hour
Project Manager
$135.00
per hour
Consultant
$115.00
per hour
Project Support
$ 75.00
per hour
Brokerage service fees shall be negotiated and agreed on a property by property basis
dependent on the level of marketing effort required by each property.
Roland Resources, Inc. considers mileage, photocopying, first class postage, telephone,
facsimile and cellular communication charges as a normal part of doing business. These
charges are included in the stated hourly rates. Out -of- pocket expenses — including pre -
approved travel and lodging, outside exhibit preparation, requested overnight courier or
registered and /or certified mail (return receipt requested) charges and, specialty
reproduction — unless otherwise specified, are in addition to the contract amount and will
be charged at cost plus ten percent ( +10 %) for administration, coordination and,
handling. Sub - contracted services — other than those listed above — will be invoiced at
cost plus ten percent ( +10 %).
In the event Roland Resources, Inc. is required to perform any act in relation to litigation
arising out of any project with the Agency, whether that be expert consulting or
responding to a complaint or proceeding with discovery and trial, such services are not
part of this contract, nor are they part of our normal fees and, if required, shall be
invoiced at two times hourly rates.
In the event this contract extends twelve (12) months beyond the initial date of execution,
the hourly rates and any remaining amount in the contract may be negotiated by the
Parties on the annual anniversary /renewal date for the renewal term.
Written communication services in other languages would be an additional cost and
would be billed separately based on quoted hourly rates by independent translation
services.
15
Roland Resources, Inc. may submit monthly invoices for the professional services
rendered based on the hourly rate schedule provided above. Substantial changes in the
required scope of work may result in the revision of the proposed fees. The fees in this
proposal were based upon representations as to the timeframe for implementation.
Substantial deviations from the proposed project time -line may result in a revision of the
proposed fees. Services provided above shall not exceed a set rate of $23,500.
16
EXHIBIT "C" MINIMUM INSURANCE REQUIREMENTS
1. During the term of this Agreement, CONSULTANT shall provide and maintain in
full force and effect insurance of the following kinds and amounts to protect itself,
CONSULTANT, and CLIENT against claims arising under Workers' Compensation;
employer's liability; general liability; automobile liability; professional liability; from
damages for bodily injury, sickness, disease or death; from claims for damages resulting
from injury to persons (third party and employees) or destruction of property, including
loss of use thereof; and from claims arising out of the performance of professional
services, or as a consequence thereof, or caused by negligent act, error or omission for
which CONSULTANT, its employees, agents, sub - consultants or the invitees of any of
them, may be responsible:
Workers' Compensation in statutory amounts;
• Employer's Liability in minimum amounts of $1,000,000;
• Commercial /Comprehensive General Liability (Bodily Injury and Property
Damage) including operations liability and contractual liability in minimum
amounts of $1,000,000 combined single limit per occurrence; $2,000,000 as
aggregate;
• Comprehensive Business Automobile Liability in minimum amounts of
$1,000,000 each accident combined single limit for bodily injury, and property
damage; and
• Professional Liability (errors and omissions) in the amount of $1,000,000 per
claim, $1,000,000 aggregate, and with a coverage period of three (3) years after
acceptance of the work.
2. The insurance in item 1 above shall: (a) be primary and any other insurance
maintained shall be excess and not contributory; (b) contain a defense of lawsuits clause
(applies outside the limits of liability); (c) including Workers' Compensation, contain a
waiver of subrogation clause; (d) for coverage placed within the private insurance sector
be placed with insurance carriers having an A.M. Best, A/VIII or better rating and
licensed to do business in the state or states where CONSULTANT will perform the work
and services; and, (e) contain an endorsement including SUB - consultants (if any) under
the Commercial /Comprehensive General Liability coverage.
3. Prior to commencing performance of the work and /or services hereunder,
CONSULTANT shall furnish certificates of insurance satisfactory with Additional
Insured's endorsements to CLIENT evidencing compliance with the requirements of this
Exhibit "C" and the insurance requirements of the Prime Contract (to the extent
applicable to CONSULTANT.)
4. Certificates shall name CONSULTANT and CLIENT as Additional Insured's
with respect to C /GL and Auto, and shall provide that the policy or policies shall not be
canceled or reduced in coverage or amounts without giving CONSULTANT and
CLIENT thirty (30) days prior written notice.
17
5. Although the stated limits are the minimum required, this does not limit
CONSULTANT'S liability in the event of loss, damage, or liability.
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. TN'
For Meeting of- 5/21/2013
ITEM TITLE: Resolution authorizing agreement with Roland Resources for
Professional Services with the Yakima Air Terminal.
SUBMITTED BY: Robert K. Peterson, Interim Airport Manager
509 - 575 -6149 Ex. 7
SUMMARY EXPLANATION:
The Yakima Air Terminal is interested in acquiring land adjacent to the airport's property in order
to facilitate additional hangar space for General Aviation aircraft. The property Yakima Air
Terminal is interested in acquiring is the western portion of the old Noland Decoto Flight
Service. This land parcel is approximately 3 acres in size of which the western and southern
portions abut to airport property just east of the current FedEx building. Currently the property
is owned by a private entity and due to FAA restrictions airport access is restricted. The City's
purchase of the 3 acres would allow present and future aviation tenants full access to Yakima
airport's facilities.
To assist the Yakima Air Terminal with the acquisition of the property in accord with the
stringent FAA requirements the City needs to engage the expertise of Faith Rowland, a land
specialist who is very familiar with meeting the FAA land purchase requirements. The attached
contract represents the terms and conditions of the City's relationship with Ms. Rowland to
accomplish this transaction.
The funding source for this contract comes from the Airport Improvement Program which assists
primary commercial service airports with various projects. The program allows the airport to
utilize funds for Capital Improvement Projects. Under the airport's current Capital Improvement
Projects the grant for this land acquisition is slated for FY 2014. This acquisition is consistent
with the Draft Airport Master Plan, which specifically addresses the airport's need to purchase
land to increase aircraft hangar space for the airport's general aviation tenants.
Under the Airport Improvement Program the airport will receive 90% of the projected cost of the
purchase in the form of Federal grants and the remaining 10% originates from local sources
such as operating revenues at the airport or from the airport's Passenger Facility Charge
program.
The attached Professional Services Agreement has a Not To Exceed value of $23,500.
Resolution:
Other (Specify):
Contract: X
Start Date: 5/21/13
Item Budgeted: Yes
Funding Source/Fiscal
Impact:
Strategic Priority:
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
SUBMITTAL:
RECOMMENDATION:
Ordinance:
Contract Term: 5 years
End Date: 5/21/18
Amount: 23,500.00
Federal Aviation Administration - 90% Airport
Improvement Program and 10% local
funds/Passenger Facility Charges
NA
City Manager
Staff recommends City Manager and City Council review and approve the Professional Services
Agreement in order to start the process of acquiring land to facilitate the demand for additional
aircraft hangar storage.
ATTACHMENTS:
Narne- Description.
El S36C-113051413380.pdf Resolution
0 YAT-ROLAND RESOURCES Consultant Agreement (updated BLA_5-14-_13hpdf Professional Management Services
LETTER AGREEMENT EXTENDINGTHE "STANDARD ON CALL
AGREEMENT FOR PROFESSIONAL SERVICES" FOR ONE ADDITONAL YEAR
Through their execution of this Letter Agreement, the parties hereto agree' (1) to
retroactively extend the Standard On Call Agreement for Professional Services previously
entered into between the parties that, by its terms, expired on May 20, 2014, for one additional
year, said one year extension expiring at 5:00 p.m. on May 19, 2015 unless otherwise further
extended; and (2) that the retroactive effect of this Letter Agreement shall relate back to May 20,
2014 in order that there be no lapse in the continuing effect of the original Standard On Call
Agreement for Professional Services entered into between the parties.
All other terms and conditions of the original Standard On Call Agreement for
Professional Services shall remain in full force and effect throughout the term of this retroactive
extension.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, assigns and legal representatives.
CITY OF KIMA, WAS ROLAND RESO RCES, INC
ii i A./ By: _ ll By
• 1 •'Rou ke, City Manager Faith ' . Roland, CEO
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Dated this 6 . day of Ntay, 2014 Dated this 4' day of May, 2014
ATTEST.
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CITY CONTRAC 1 N0 $ t y * 1 .. j
RESOLUTION N0: ,...Lk, .La 11 1 1 y 1 ../') p
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