HomeMy WebLinkAbout07/02/2013 05E City-Wide Street Resurfacing Project Manangement & Inspection Services Agreement with Huibregtse, Louman Associates, IncBUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.sr
For Meeting of: 7/2/2013
ITEM TITLE: Resolution authorizing a Professional Services Agreement
with Huibregtse, Louman Associates, Inc., (HLA), in an
amount not to exceed $200,000 for construction
management, inspection and related services as required on
the City -Wide Street Resurfacing Project and other City
projects through 2013.
SUBMITTED BY: Debbie Cook, PE, Director, Utilities & Engineering
SUMMARY EXPLANATION:
Based on Municipal Research and Services.Center (MRSC) roster for consultants, we selected
five (5) qualified consultants to meet the City's road reconstruction needs. From those five we
solicited Requests for Qualifications (RFQ's) for on -call inspection and related services
throughout the remainder of 2013. A five- member team reviewed, evaluated, and ranked
submittals based on specific criteria. HLA was the recommended consultant.
The main project for HLA's services will be the 2013 Citywide Street Resurfacing Project;
however, other projects could be included as needs arise. The work to be performed by HLA will
include project inspection and oversight. The project management and contract administration
will be performed by City Engineering staff.
Resolution: X
Other (Specify):
Contract: X
Start Date: 7/3/2013
Item Budgeted: Yes
Ordinance:
Contract Term: Through 12/31/2013
End Date: 12/31/13
Amount: $5,000,000
$5,000,000 in local funds has been previously approved
Funding Source /Fiscal Impact: by Council for this project including engineering design,
inspection, construction and construction management.
Strategic Priority: Public Safety
Insurance Required? Yes
Mail to: Mike Battle, PE, Huibregtse, Louman Associates, Inc., 801 North
39th Avenue, Yakima, WA 98902
RESOLUTION NO. R -2013-
A RESOLUTION authorizing the City Manager to execute a Professional Services
Agreement with Huibregtse, Louman Associates, Inc., (HLA), in
an amount not to exceed $200,000 for construction
management, inspection and related services as required on the
City -Wide Street Resurfacing Project and other City projects
through 2013.
WHEREAS, the City of Yakima has identified funding to repair and
resurface several arterial roadways as well as other projects; and
WHEREAS, the City of Yakima Engineering Division does not have
sufficient personnel to perform the inspection of the City -Wide Street Resurfacing
Project and all other City projects through 2013; and
WHEREAS, the City maintains access to the Municipal Research and
Services Center (MRSC) roster for consultants whose statements of qualifications
represent that they have the expertise necessary to perform the services required
by the City; and
WHEREAS, the City assembled a team that reviewed, evaluated and
ranked submittals from qualified consultants and selected HLA to provide project
inspection, oversight of inspection by a professional engineer as well as other
related services as required, throughout the remainder of 2013; 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 a consultant selected
from the roster for such expertise; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is authorized and directed to execute a
professional services agreement with HLA in amount not to exceed Two Hundred
Thousand Dollars ($200,000) for administrative, construction management and
inspection services, a copy of which agreement is attached hereto and by reference
made a part hereof.
ADOPTED BY THE CITY COUNCIL this 2nd day of July, 2013.
ATTEST:
City Clerk
Micah Cawley, Mayor
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
HUIBREGTSE, LOUMAN ASSOCIATES, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of , 2013, by and
between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY', and Huibregtse, Louman
Associates, Inc. with its principal office at 801 North 39th Avenue, Yakima, WA 98902, hereinafter
referred to as "ENGINEER "; said corporation and its principal engineers are licensed and registered to do
business in the State of Washington, and will provide civil engineering and land surveying services during
construction under this Agreement for "2013 On -Call Construction Services" on behalf of the City of
Yakima, Project No. 2353, herein referred to as the "WORK."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for during
construction (WORK) for one or more projects during the 2013 calendar year, as described in this
Agreement and subsequent Amendments thereto; and
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and
that it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ENGINEER agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ENGINEER agrees to perform those services described herein and as identified in
individual project TASK ORDER(S) executed by the CITY and ENGINEER. Unless
modified in writing by both parties, duties of ENGINEER shall not be construed to exceed
those services specifically set forth herein.
2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign,
Michael T. Battle, PE as Principal -in- Charge throughout the term of this Agreement
unless other personnel are approved by the CITY.
2.0.3 A "TASK ORDER" shall be executed between the CITY and the ENGINEER for specific
construction projects prior to commencement of any service to be performed. The CITY
and ENGINEER shall mutually agree upon and execute a TASK ORDER for the specified
project services utilizing the general TASK ORDER form attached hereto as Exhibit "A"
and by this reference incorporated herein. The TASK ORDER shall describe the services
to be provided, the time for performance of the service, the fee provisions for the
services, and any provisions additional to this Agreement. Execution by the CITY and
ENGINEER of subsequent TASK ORDERS shall incorporate each into this Agreement.
2.0.4 The CITY may request services that are limited in scope to be performed on an hourly
rate basis without a TASK ORDER. These services shall only be performed upon
authorization of the City Manager or designated Department Head.
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2.1 Basic Services: ENGINEER agrees to perform one or more of the following construction services
as directed by the CITY and as described in specific TASK ORDERS executed by the CITY and
ENGINEER for individual projects.
2.1.1 Furnish the field survey crew necessary to set horizontal and vertical control for the
improvements authorized for construction.
2.1.2 Furnish one or more, if required, qualified resident engineers who shall make
construction observations and be on the job at all times that significant work is in
progress, whose duty shall be to provide surveillance of project construction for
substantial compliance with plans and specifications.
2.1.3 Prepare progress reports on the project construction for the days during which a resident
engineer is present and file same with the CITY.
2.1.4 Consult and advise the CITY during construction and make a final report of the
completed work.
2.1.5 The CITY is required to monitor the contractor's payment of prevailing wage rates. As
part of construction services, ENGINEER will monitor General Contractor and
Subcontractor compliance with State labor standards during the construction phase of
this project. This work includes checking monthly certified payrolls, conducting employee
interviews in the field, and issuing letters of non - compliance and /or letters of missing
documents. ENGINEER will perform this task until the project has been accepted by the
CITY. At that time, ENGINEER will turn over all files kept during the performance of this
task to the CITY. It will then be the CITY's responsibility to pursue any outstanding labor
issues.
2.1.6 Review Contractor's submission of samples and shop drawings, where applicable.
2.1.7 Recommend progress payments for the construction contractor to the CITY.
2.1.8 Prepare and submit proposed contract change orders when applicable.
2.1.9 Prepare and furnish reproducible record drawings from as -built drawings furnished by the
resident engineer and Contractor. If as -built drawings from the Contractor are not
received by ENGINEER within thirty (30) calendar days from the date of the letter of
recommendation of project acceptance, ENGINEER will submit the reproducible record
drawings to the CITY with a note stating that no as -built information was received by
ENGINEER.
2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by
ENGINEER can be defined in detail at the time this Agreement is executed, and that additional
WORK related to the Project and not covered in TASK ORDERS may be needed during
performance of this Agreement. CITY may, at any time, by written order, direct the ENGINEER to
revise portions of the WORK previously completed in a satisfactory manner, delete portions of the
WORK, or request that the ENGINEER perform additional services beyond the scope of the
WORK. Such changes hereinafter shall be referred to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or
time required for, performance of any services under this Agreement, a contract price
and /or completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing in accordance with the FEE FOR SERVICE
section of a TASK ORDER.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ENGINEER according to the provisions set forth in the FEE FOR SERVICE
section of a TASK ORDER, and if so authorized, shall be considered part of the WORK.
The ENGINEER shall not perform any Additional Services until so authorized by CITY
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and agreed to by the ENGINEER in writing (an email will be considered as written
authorization).
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the
date of the ENGINEER's receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY - FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the
CITY'S possession relating to the ENGINEER'S services on the PROJECT including information
on any pre- existing conditions known to the CITY that constitute hazardous waste contamination
on the WORK site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ENGINEER as required for ENGINEER'S performance of its services and will
provide labor and safety equipment as reasonably required by ENGINEER for such access.
3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the ENGINEER of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by
the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall
be responsible for bringing to the attention of the CITY'S Representative any instructions which
the ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S
knowledge.
3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available
solely as additional information to the ENGINEER and will not relieve the ENGINEER of its duties
and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably
rely upon the accuracy and the completeness of such documents, services and reports, but shall
be responsible for exercising customary professional care in using and reviewing such
documents, services, and reports and drawing conclusions there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK
described in specific TASK ORDERS. The time for completion is defined in the specific TASK
ORDER(S).
SECTION 5 COMPENSATION
5.1 COMPENSATION for the services described in specific TASK ORDERS shall be on a time spent
basis plus reimbursement for direct non - salary expenses. The COMPENSATION for all WORK
and reimbursements paid under this contract shall not exceed Two Hundred Thousand Dollars
($200,000). Hourly rates for calendar years 2013 and 2014 shall be as shown on EXHIBIT B —
SCHEDULE OF RATES, attached hereto and incorporated herein by this reference.
5.1.1 DIRECT NON - SALARY EXPENSES: Direct Non - Salary Expenses are those costs
incurred on or directly for the WORK including, but not limited to, necessary
transportation costs, including current rates for ENGINEER'S vehicles; meals and
lodging; laboratory tests and analyses; printing, binding and reproduction charges; all
costs associated with other outside nonprofessional services and facilities; special CITY -
requested and WORK - related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non - Salary Expenses will be on the basis of
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actual charges plus a reasonable markup, not to exceed ten percent (10 %) and on the
basis of current rates when furnished by ENGINEER. Estimated Direct Non - Salary
Expenses will be shown in specific TASK ORDERS.
5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the ENGINEER and each of the
Subconsultants in connection with WORK; provided, as follows:
That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for WORK. ENGINEER, whenever possible, will use the
least expensive form of ground transportation.
That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars ($40) per day per person. This rate may be
adjusted on a yearly basis.
That accommodation shall be at a reasonably priced hotel /motel.
That air travel shall be by coach class, and shall be used only when
absolutely necessary.
5.1.2 Telephone charges, computer charges, in -house reproduction charges, first class
postage, and FAX charges are not included in the direct expense costs, but are
considered included in the rates provided in EXHIBIT B — SCHEDULE OF RATES.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10 %)
for services provided to the CITY through this Agreement. Estimated Subconsultant
costs will be shown in specific TASK ORDERS.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for a specific
construction project shall not exceed the amount set forth in the TASK ORDER for said
construction project. The ENGINEER will make reasonable efforts to complete the WORK within
the budget and will keep CITY informed of progress toward that end so that the budget or WORK
effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond
the indicated budget, as may be adjusted, nor is the CITY obligated to pay the ENGINEER
beyond these limits. When any budget has been increased, the ENGINEER'S excess costs
expended prior to such increase will be allowable to the same extent as if such costs had been
incurred after the approved increase, and provided that the City was informed in writing at the
time such costs were incurred.
5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for
WORK services completed through the accounting cut -off day of the previous month. Such
invoices shall be for WORK services performed and costs incurred prior to the date of the invoice
and not covered by previously submitted invoices. The ENGINEER shall submit with each
invoice a summary of time expended on the WORK for the current billing period, copies of
subconsultant invoices, and any other supporting materials determined by the City necessary to
substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty
(30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the
ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in
an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such
item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with
additional supporting information required.
5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty -first (61) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less; provided, however, that
no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment
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a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of
RCW 39.76.020(4).
5.5 Final payment of any balance due the ENGINEER for WORK services will be made within forty -
five (45) days after satisfactory completion of the services required by this Agreement as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the ENGINEER of a release of all known payment
claims against CITY arising under or by virtue of this Agreement, other than such payment
claims, if any, as may be specifically exempted by the ENGINEER from the operation of the
release in stated amounts to be set forth therein.
5.6 Payment for any WORK services shall not constitute a waiver or release by CITY of any claims,
right, or remedy it may have against the ENGINEER under this Agreement or by law, nor shall
such payment constitute a waiver, remission, or discharge by CITY of any failure or fault of the
ENGINEER to satisfactorily perform the WORK as required under this Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all services furnished by the ENGINEER
under this Agreement. The ENGINEER shall, without additional compensation, correct or review
any errors, omissions, or other deficiencies in its services. The ENGINEER shall perform its
WORK according to generally accepted civil engineering standards of care and consistent with
achieving the WORK within budget, on time, and in compliance with applicable laws, regulations,
and permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
ENGINEER of responsibility for the technical adequacy, completeness, or accuracy of its WORK.
CITY'S review, approval, or payment for any of the services shall not be construed to operate as
a waiver of any rights under this Agreement or at law or any cause of action arising out of the
performance of this Agreement.
6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any
manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or
employee of CITY by reason hereof and will not make any claim, demand, or application to or for
any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be
solely responsible for any claims for wages or compensation by ENGINEER employees, agents,
and representatives, including subconsultants and subcontractors, and shall save and hold CITY
harmless therefrom.
6.4 INDEMNIFICATION:
(a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected
officials, agents, officers, employees, agents and volunteers (hereinafter "parties
protected ") from (1) claims, demands, liens, lawsuits, administrative and other
proceedings, (including reasonable costs and attorneys fees) and (2) judgments, awards,
losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by
third parties arising out of, or related to any death, injury, damage or destruction to any
person or any property to the extent caused by any negligent act, action, default, error or
omission or willful misconduct arising out of the Engineer's performance under this
Agreement. In the event that any lien is placed upon the City's property or any of the
City's officers, employees or agents as a result of the negligence or willful misconduct of
the Engineer, the Engineer shall at once cause the same to be dissolved and discharged
by giving bond or otherwise.
(b) CITY agrees to indemnify and hold the ENGINEER harmless from loss, cost, or expense
of any kind claimed by third parties, including without limitation such loss, cost, or
expense resulting from injuries to persons or damages to property, caused solely by the
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negligence or willful misconduct of the CITY, its employees, or agents in connection with
the WORK.
(c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person
identified above for whom each is liable) is a cause of such third party claim, the loss,
cost, or expense shall be shared between the ENGINEER and the CITY in proportion to
their relative degrees of negligence or willful misconduct and the right of indemnity will
apply for such proportion.
(d) Nothing contained in this Section or this Agreement shall be construed to create a liability
or a right of indemnification in any third party.
6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER
or a subcontractor under workers' or workmen's compensation acts, disability benefit acts, or
other employee benefit acts. The ENGINEER specifically and expressly waives its immunity
under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by
the ENGINEER and the CITY.
6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the
purpose of determining compliance with the technical provisions of specific project specifications
and does not constitute any form of guarantee or insurance with respect to the performance of a
contractor. ENGINEER does not assume responsibility for methods or appliances used by a
contractor, for a contractor's safety programs or methods, or for compliance by contractors with
laws and regulations. CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEER'S
officers, principals, employees, agents, representatives, and engineers as additional insureds on
contractor's insurance policies covering WORK, exclusive of insurance for ENGINEER
professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observation, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total WORK cost
and /or execution. These conditions and cost/execution effects are not the responsibility of the
ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard
of professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The general construction project schedule and the budget for the entire engineering services
during construction WORK shall be as set forth in TASK ORDERS for specific projects. The
project schedule and performance dates for the individual tasks shall be mutually agreed to by
the CITY and the ENGINEER within fifteen (15) days after execution of a TASK ORDER. The
performance dates and budgets for tasks may be modified only upon written agreement of the
parties hereto. The performance date for TASK ORDERS shall not be extended, nor the budget
increased because of any unwarranted delays attributable to the ENGINEER, but may be
extended or increased by the CITY in the event of a delay caused by special services requested
by the CITY or because of unavoidable delay caused by any governmental action or other
conditions beyond the control of the ENGINEER which could not be reasonably anticipated.
7.2 Not later than the tenth (10) day of each calendar month during the performance of the WORK,
the ENGINEER shall submit to the CITY'S Representative a copy of the current schedule and a
written narrative description of the WORK accomplished by the ENGINEER and subconsultants
on each task, indicating a good faith estimate of the percentage completion thereof on the last
day of the previous month. Additional oral or written reports shall be prepared at the request of
the CITY for presentation to other governmental agencies and /or to the public.
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SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf
of the CITY without written permission of the ENGINEER, which shall not be unreasonably
withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its
officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses,
and costs including, but not limited to, litigation expenses and attorney's fees arising out of or
related to such unauthorized reuse, change, or alteration; provided, however, that the ENGINEER
will not be indemnified for such claims, damages, losses, and costs including, without limitation,
litigation expenses and attorney fees were caused by the ENGINEER's own negligent acts or
omissions.
8.2 The ENGINEER agrees that ownership of any plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
or which are specified to be delivered under this Agreement or which are developed or produced
and paid for under this Agreement, whether or not complete, shall be vested in the CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter
"Intellectual Property ") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER
does not grant CITY any right or license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied.
The CITY, or the CITY'S duly authorized representative, shall have access to such books,
records, documents, and other evidence for inspection, audit, and copying for a period of three
years after completion of the WORK. The CITY shall also have access to such books, records,
and documents during the performance of the WORK, if deemed necessary by the CITY, to verify
the ENGINEER'S work and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to
records pursuant to this section provided that the ENGINEER is afforded the opportunity for an
audit exit conference and an opportunity to comment and submit any supporting documentation
on the pertinent portions of the draft audit report and that the final audit report will include written
comments, if any, of the ENGINEER.
9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
SECTION 10 INSURANCE
10.1 At all times during performance of the WORK, ENGINEER shall secure and maintain in effect
insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this Agreement. ENGINEER
shall provide and maintain in force insurance in limits no less than that stated below, as
applicable. The CITY reserves the rights to require higher limits should it deem it necessary in
the best interest of the public.
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10.1.1 Commercial General Liability Insurance.
Before this Agreement is fully executed by the parties, ENGINEER shall provide the
CITY with a certificate of insurance as proof of commercial liability insurance and
commercial umbrella liability insurance with a total liability limit of the limits required in
the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per
occurrence combined single limit bodily injury and property damage, and Two Million
Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
Agreement. The policy shall name the CITY, its elected officials, officers, agents,
employees, and volunteers as additional insureds. The insured shall not cancel or
change the insurance without first giving the CITY thirty (30) calendar days prior written
notice. The insurance shall be with an insurance company or companies rated A -VII or
higher in Best's Guide and admitted in the State of Washington.
10.1.2. Commercial Automobile Liability Insurance.
a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the
parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
with a total liability limit of the limits required in the policy, subject to a minimum liability
limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily
injury and property damage. Automobile liability will apply to "Any Auto" and be shown
on the certificate.
b. If ENGINEER does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Agreement, which is
Section 10.1.1 entitled "Commercial General Liability Insurance ".
C. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b.,
the required certificate of insurance shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Agreement. The policy
shall name the CITY, its elected officials, officers, agents, employees, and volunteers
as additional insureds. The insured shall not cancel or change the insurance without
first giving the CITY thirty (30) calendar days prior written notice. The insurance shall
be with an insurance company or companies rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state
law.
10.1.4. Professional Liability Coverage.
Before this Agreement is fully executed by the parties, ENGINEER shall provide the
CITY with a certificate of insurance as proof of professional liability coverage with a
total liability limit of the limits required in the policy, subject to minimum limits of Two
Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00)
aggregate. The certificate shall clearly state who the provider is, the coverage amount,
the policy number, and when the policy and provisions provided are in effect. Said
policy shall be in effect for the duration of this Agreement. The insured shall not cancel
or change the insurance without first giving the CITY thirty (30) calendar days prior
written notice. The insurance shall be with an insurance company or companies rated
A -VII or higher in Best's Guide. If the policy is written on a claims made basis the
coverage will continue in force for an additional two years after the completion of this
contract.
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Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the CITY, its officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected officials, officers,
principals, employees, representatives, and agents shall have no obligation for
payment of premiums because of being named as additional insureds under such
insurance. None of the policies issued pursuant to the requirements contained herein
shall be canceled, allowed to expire, or changed in any manner that affects the rights of
the CITY until thirty (30) days after written notice to the CITY of such intended
cancellation, expiration or change.
SECTION 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this Agreement.
11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT, including any
substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The ENGINEER shall be responsible for the architectural and engineering
performance, acts, and omissions of all persons and firms performing subcontract WORK.
11.3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the
purpose of completing this Agreement.
11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 12 ASSIGNMENT
12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or ENGINEER without prior written consent of the
other, which consent will not be unreasonably withheld. It is expressly intended and agreed that
no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters
contained herein. No prior oral or written understanding shall be of any force or effect with
respect to those matters covered herein. This Agreement may not be modified or altered except
in writing signed by both parties.
SECTION 14 JURISDICTION AND VENUE
14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of
this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and
void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force
and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and
subcontractors shall not discriminate in violation of any applicable federal, state and /or local law
or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any
other classification protected under federal, state, or local law. This provision shall include but
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not be limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, selection for
training, and the provision of services under this Agreement. ENGINEER agrees to comply with
the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the
WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under
this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with
normal progress of the WORK. ENGINEER may suspend WORK in the event CITY does not pay
invoices when due, except where otherwise provided by this Agreement. The time for completion
of the WORK shall be extended by the number of days WORK is suspended. If the period of
suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation,
and both parties are granted the option to terminate WORK on the suspended portion of Project
in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially
breaches its obligations under this Agreement and is in default through no fault of the terminating
party. However, no such termination may be effected unless the other party is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating
party before termination. Notice shall be considered issued within seventy -two (72) hours of
mailing by certified mail to the place of business of either party as set forth in this Agreement.
17.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation with CITY before termination.
17.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price
pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at
the time of termination may be adjusted to the extent of any additional costs or damages CITY
has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall
consider the amount of WORK originally required which was satisfactorily completed to date of
termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at
the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any
and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by
said default. This provision shall not preclude CITY from filing claims and /or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience,
the adjustment pursuant to the Agreement shall include payment for services satisfactorily
performed to the date of termination, in addition to termination settlement costs the ENGINEER
reasonably incurs relating to commitments which had become firm before the termination, unless
CITY determines to assume said commitments.
17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall
(1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver
or otherwise make available to CITY all originals of data, drawings, specifications, calculations,
reports, estimates, summaries, and such other information, documents, and materials as the
ENGINEER or its subconsultants may have accumulated or prepared in performing this
Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same.
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17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the
WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall
have no responsibility to prosecute further WORK thereon.
17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined
that the ENGINEER has not so failed, the termination shall be deemed to have been effected for
the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be
determined as set forth in subparagraph 17.4 of this Section.
17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the ENGINEER in WORK or for any corporate officer of the ENGINEER
to render his services to the WORK, the ENGINEER shall not be relieved of its obligations to
complete performance under this Agreement without the concurrence and written approval of
CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be
made as set forth in subparagraph 17.3 of this Section.
SECTION 18 DISPUTE RESOLUTION
18.1 In the event that any dispute shall arise as to the interpretation 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 either of the afore mentioned methods are 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.
SECTION 19 NOTICE
19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee - party, or seventy -two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
129 N. 2nd Street
Yakima, WA 98901
Attn: Robert Desgrosellier
ENGINEER: Huibregtse, Louman Associates, Inc.
801 North 39th Avenue
Yakima, WA 98902
Attn: Jeffrey T. Louman, PE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Tony O'Rourke
Printed Name: Tony O'Rourke
Title: City Manager
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HUIBREGTSE, LOUMAN ASSOCIATES, INC>
Signature
Printed Name: Jeffrey T. Louman, PE
Title: President
Date: Date:
Attest
City Clerk
City Contract No. 2013-
Resolution No. R -2013-
Page 12
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF
YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
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STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that he /she signed this instrument, on oath stated
that he /she was authorized to execute the instrument, and acknowledged it as the
of to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
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EXHIBIT A
2013 ON -CALL CONSTRUCTION SERVICES
YAKIMA CITY CONTRACT NO.
TASK ORDER NO.
BETWEEN CITY OF YAKIMA AND HUIBREGTSE, LOUMAN ASSOCIATES, INC.
PROJECT DESCRIPTION:
SCOPE OF SERVICES:
TIME OF PERFORMANCE:
FEE FOR SERVICES:
PROPOSED:
APPROVED:
Huibregtse, Louman Associates, Inc. Date
Jeffrey T. Louman, President
City of Yakima
Tony O'Rourke, City Manager
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Date
EXHIBIT B
SCHEDULE OF RATES
FOR
HUIBREGTSE, LOUMAN ASSOCIATES, INC.
(January 1, 2013, Through December 31, 2013)
Licensed Principal Engineer
$170.00 per hour
Licensed Principal Land Surveyor
$156.00 per hour
Licensed Professional Engineer
$140.00 per hour
Licensed Professional Land Surveyor
$128.00 per hour
Project Engineer
$115.00 per hour
CAD Technician
$101.00 per hour
Resident Engineer /Inspector $96.00 per hour
Surveyor $96.00 per hour
Senior Engineering Technician
$96.00 per hour
Engineering Technician
$67.00 per hour
Word Processing Technician
$67.00 per hour
Surveyor on Two Man Crew
$92.00 per hour
Surveyor on Three Man Crew
$80.00 per hour
Vehicle Mileage
$0.52 per mile
Global Positioning Survey System Fee
$88.00 per hour
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EXHIBIT B
SCHEDULE OF RATES
FOR
HUIBREGTSE, LOUMAN ASSOCIATES, INC.
(January 1, 2014, Through December 31, 2014)
Licensed Principal Engineer
$176.00 per hour
Licensed Principal Land Surveyor
$160.00 per hour
Licensed Professional Engineer
$145.00 per hour
Licensed Professional Land Surveyor
$132.00 per hour
Project Engineer
$119.00 per hour
CAD Technician
$104.00 per hour
Resident Engineer /Inspector
$99.00 per hour
Surveyor
$99.00 per hour
Senior Engineering Technician
$99.00 per hour
Engineering Technician
$70.00 per hour
Word Processing Technician $70.00 per hour
Surveyor on Two Man Crew $95.00 per hour
Surveyor on Three Man Crew $83.00 per hour
Vehicle Mileage $0.55 per mile
Global Positioning Survey System Fee $90.00 per hour
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