08/02/2021 06.G. Resolution authorizing an Agreement with Infrastructure Management Services for the Pavement Condition Index(PCI) of the City's streets 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.G.
For Meeting of:August 2, 2021
ITEM TITLE: Resolution authorizing an Agreement with I nfrastructure
Management Services for the Pavement Condition Index(PCI) of
the City's streets
SUBMITTED BY: Scott Schafer, Director of Public Works
Bill Preston, City Engineer- (509) 575-6754
SUMMARY EXPLANATION:
Pavement Condition Index(PCI) ratings are utilized in pavement asset management to assist in
prioritizing the City of Yakima's (City's) road maintenance projects. It is also used to determine the
cost of Developer's Excavation Permits and is required to be listed in some grant applications.
Typically, PC l's are performed every two years. The City last completed its PCI ratings in 2016.
This project will rate the condition of approximately 450 centerline miles of City streets.
The City utilized the State bidding process to advertise for bids for a pavement condition
assessment of its City streets. Infrastructure Management Services (I MS)was selected as the
lowest bidder with a bid of $79,980. I MS has been determined to be qualified to perform the
required work.A Professional Services Agreement with I MS has been attached for City Council
review in the amount not to exceed $79,980 and will be funded utilizing REET 2 funds.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
Description Upload Date Type
d Resolution PCI 7/22/2021 Resolution
E Agreement for PCI 7/27/2021 Contract
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RESOLUTION NO. R-2021-
A RESOLUTION authorizing a Professional Services Agreement with Infrastructure
Management Services to provide a Pavement Condition Index (PCI)
rating for the streets within the City of Yakima.
WHEREAS, the City of Yakima (City) is required to establish Pavement Condition Index
(PCI) ratings for its streets; utilized in pavement asset management to assist in prioritizing road
maintenance projects, to determine the cost of Developer's Excavation Permits and is required
by some grant applications; and
WHEREAS, this project will rate the condition of approximately 450 centerline miles of
City streets; and
WHEREAS, the City no longer has the staff to perform such work or has the expertise to
perform these ratings; and
WHEREAS, the City utilized the State bidding process to advertise for bids for
a pavement condition assessment of its City streets; selecting Infrastructure Management
Services as the lowest bidder with a bid of$79,980; and
WHEREAS, the City desires to enter into a Professional Services Agreement with IMS to
perform the PCI ratings as they have been determined to be qualified to do the work; and
WHEREAS, this project will be funded utilizing REET 2 funds; and
WHEREAS, the City Council finds that it is in the best interests of the City and its
residents to enter into this Agreement with IMS to perform the PCI ratings; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to enter into an Agreement with Infrastructure
Management Services, attached hereto and incorporated herein by this reference, not to exceed
Seventy-Nine Thousand, Nine Hundred and Eighty Dollars ($79,980) to provide the Professional
Services as described in the Agreement.
ADOPTED BY THE CITY COUNCIL this 2' day of August, 2021.
Patricia Byers, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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For City of Yakima Use Only:
Contract No.
Project No. AGREEMENT
Resolution No. BETWEEN
SOO No. CITY OF YAKIMA, WASHINGTON
AND
INFRASTRUCTURE MANAGEMENT SERVICES, LLC
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of , 2021, by and between the
City of Yakima, Washington, a Washington municipal corporation with its principal office at 129 North Second
Street, Yakima, WA 98901, hereinafter referred to as "CITY," and Infrastructure Management Services, LLC
(IMS), with its principal office at 8380 S Kyrene Rd., #101, Tempe, AZ 85284, hereinafter referred to as
"ENGINEER"; said consultant will provide engineering services under this AGREEMENT for the 2021 Pavement
Condition Assessment project on behalf of the City of Yakima, herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services and staff support for
developing the PROJECT, 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 hereafter. 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, , Sadaf
Khosravifar, PhD, PE, as Principal-in-Charge throughout the term of this AGREEMENT unless
other personnel are approved by the CITY.
2.1 Basic Services: ENGINEER agrees to perform those tasks described in EXHIBIT A- PROJECT SCOPE
OF SERVICES (PROJECT)which is attached hereto and made a part of this AGREEMENT as if fully set
forth herein.
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 Exhibits A and B may be needed during performance of this AGREEMENT.
CITY may, at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK
previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the
ENGINEER perform additional WORK beyond the scope of the PROJECT WORK. Such changes
hereinafter shall be referred to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or time
required for, performance of any services under this AGREEMENT, a contract price and/or
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completion time adjustment pursuant to this AGREEMENT shall be made and modified in writing
and accepted by the parties hereto.
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 EXHIBIT A — PROJECT SCOPE OF
SERVICES, attached hereto and incorporated herein by this reference, and if so authorized, shall
be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional
Services until so authorized by CITY and agreed to by the ENGINEER in writing.
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 PROJECT
site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to
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 to 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 by 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 therefrom.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this AGREEMENT, CITY and ENGINEER agree that at such time as the CITY provides
ENGINEER specific written authorization to proceed with one or more of the tasks described in EXHIBITS
A and B, ENGINEER shall begin work. The time for completion of each task shall be as mutually agreed.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A LUMP SUM BASIS: For the services described in Exhibit A (Tasks 1, 4, 8, and
9), compensation shall be paid per lump sum fee, according to those tasks and amounts identified in
Exhibit B - Schedule of Fees, attached hereto and incorporated herein by this reference, on a percent
completion basis. -The total maximum amount of compensation to the ENGINEER for identified lump sum
tasks shall not exceed $18,230.00 without the written agreement of the CITY and the ENGINEER.
COMPENSATION ON A UNIT BASIS AT SPECIFIC RATES: For the services described in Exhibit A
(Tasks 2, 3, 5, 6, and 7), compensation shall be according to Exhibit B - Schedule of Fees, attached
hereto and incorporated herein by this reference, on a unit basis for each specifically identified task. The
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total maximum amount of compensation to the ENGINEER for identified unit basis tasks shall not exceed
$61,750.00 without the written agreement of the CITY and the ENGINEER.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall
not exceed the amount set forth in Section 5.1 above. The ENGINEER shall make all reasonable efforts
to complete each task within the budget established for that task, and will keep CITY informed of progress
toward that end so that the budget 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 and approved of the
additional costs prior to the time such costs were incurred.
5.3 The ENGINEER shall submit to the City's Representative an invoice bi-monthly for payment for
PROJECT services completed through the accounting cut-off day of the previous invoice.. Such invoices
shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice
and not covered by previously submitted invoices. The ENGINEER shall submit with each invoice
identification of the work performed, a summary of tasks performed, percentage complete of lump sum
tasks, and work performed on unit-based tasks, on the PROJECT for the current billing period, 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 requested.
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 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 PROJECT services will be made within forty-five
(45) days after satisfactory completion of the services required by this AGREEMENT as evidenced by
written acceptance by CITY and after such audit or verification as CITY may deem necessary, together
with ENGINEER's execution and delivery 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 PROJECT services and WORK 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 PROJECT 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 plans; reports, and other 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 plans, reports, and other services. The ENGINEER shall
perform its WORK according to generally accepted civil engineering standards of care and consistent
with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws,
regulations, and permits.
6.2 CITY'S review or approval of, or payment for, any plans, 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 and the PROJECT WORK. CITY'S review, approval,
or payment for any of the services shall not be construed to operate as a waiver of any rights under this
AGREEMENT or at law or any cause of action arising out of the performance of this AGREEMENT.
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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's 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 and
appointed officials, agents, officers, employees, 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 other necessary satisfaction.
(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 negligence or willful
misconduct of the CITY, its employees, or agents in connection with the PROJECT.
(c) If the negligence or willful misconduct of both the 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 workmens' 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 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 PROJECT, exclusive of insurance for
ENGINEER professional liability.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The PROJECT schedule and performance dates for the individual tasks shall be mutually agreed to by
the CITY and the ENGINEER. The performance dates and budgets for tasks may be modified only upon
written agreement of the parties hereto. The performance date for tasks shall not be extended, nor the
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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 PROJECT, 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.
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 if they were caused by the
ENGINEER's own negligent acts or omissions.
8.2 The ENGINEER agrees that ownership of any plans, drawings, 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, the Public Records Act, and practices consistently applied.
The ENGINEER shall promptly furnish the CITY with such records which are related to the WORK of this
AGREEMENT as may be requested by the CITY. 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 six (6) years after completion of the PROJECT, or for a longer period if
required by law or by the Washington State Secretary of State's records retention schedule. The CITY
shall also have access to such books, records, and documents during the performance of the PROJECT
WORK, if deemed necessary by the CITY.
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 ENGINEER's written comments,
if any.
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.
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9.6 During the performance of the tasks assigned under this Agreement ENGINEER shall at all times
maintain strict confidentiality with respect to all documents, materials, plans, and any other information
belonging to the CITY that ENGINEER may have access to or observe while performing the tasks
presented in this Agreement;further, ENGINEER shall not disclose any confidential CITY information that
ENGINNER may have access to or come into contact with to any third parties whatsoever, at any time
during the term of this Agreement; such prohibition shall be a continuing obligation that shall remain
effective after the termination of this Agreement.
9.7 All records relating to ENGINEER'S work under this Agreement must be made available to the CITY, and
the records relating to the WORK are City of Yakima records. They must be produced to third parties, if
required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All
records relating to ENGINEER's services and WORK under this Agreement must be retained by the
ENGINEER for the minimum period of time required pursuant to the Washington Secretary of State's
records retention schedule.
9.8 The terms of Section 9 shall survive any expiration or termination of this Agreement.
SECTION 10 INSURANCE
10.1 At all times during performance of 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. If ENGINEER carries
higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of
Insurance and Endorsements and ENGINEER shall be named as an additional insured for such higher
limits.
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 and appointed 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.
Subcontractors: If subcontractors will be used, the same terms and limits of coverage will
apply, and a certificate will be required per the instructions above.
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 minimum limits 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".
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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 and appointed 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 AGREEMENT.
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 and appointed officials, officers, principals,
employees, representatives, volunteers 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 will subcontract with 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
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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, or any other classification
protected under federal, state, or local law. This provision shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or
other forms of compensation, selection for training, and the provision of services under this
AGREEMENT. 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 on PROJECT in the event CITY does not pay
invoices when due, except where otherwise provided by this AGREEMENT. The time for completion of
the WORK shall be extended by the number of days WORK is suspended. If the period of suspension
exceeds 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 the effective termination date.
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
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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.
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 PROJECT WORK or for any corporate officer of the ENGINEER to render
his services to the PROJECT, 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 or performance of this AGREEMENT, or
in the event of a notice of default as to whether such default does constitute a breach of the
AGREEMENT, 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 neither of the afore mentioned methods are
successful then any dispute relating to this AGREEMENT shall be decided in the courts of Yakima
County, in accordance with SECTION 14. 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 AGREEM ENT 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
Attn: Mr. Bill Preston, City Engineer
129 N. 2nd Street
Yakima, WA 98901
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ENGINEER: IMS Infrastructure Management Services, LLC
Attn: Derek Turner, Firm Principal
8308 S Kyrene Rd., #101,
Tempe, AZ 95284
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 INFRASTRUCTURE MANAGEMENT SERVICES, LLC
Signature Signature
Printed Name: Robert Harrison Printed Name:
Title: City Manager Title: President
Date: Date:
Attest
City Clerk
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STATE OF WASHINGTON
ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Robert Harrison 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 YAKI MA, 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
) ss.
COUNTY OF
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 President of Infrastructure Management
Services, LLC 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
PROJECT SCOPE OF SERVICES
CITY OF YAKIMA
DETAILED PROJECT SCOPE:
Task Description Activities Deliverables
Base Service Items and Activities— Project Initiation
1. Project Initiation • Conduct kick off meting confirming scope, extent and content of Technical memo detailing
surveys,set milestones and deliverables. scope of work, budget and
• Confirm key contacts, roles and responsibilities and project deliverables.
documentation.
• Identify location of key data elements such as traffic data,GIS,existing
roadway inventories,historical data,and pavement management data.
• Identify deficient data and the means to obtain it.
• Provide data QA plan to the City.
• Confirm phases of the work and invoicing methodology.
2. Network Referencing, • Include street number&block order in referencing. Survey maps and inventory
Update&GIS Linkage • Obtain roadway attributes from GIS for functional class, traffic, for use on the project.
width, length,pavement type,curb type,etc. Inventory spreadsheet
• Confirm length&width via aerial photography. containing all assigned GIS
• Create survey maps for use by the LCMS-2 and monitor production. ID's
3. Network Inventory • Using the City's new GIS centerline topology, develop a network
Checks&Survey Map roadway inventory suitable for use in the Easy Street Analysis(ESA)
Pavement Management system.
Development
• Link each segment to its parent GIS section.
• Obtain roadway attributes from GIS for functional class, traffic,
width, length,pavement type,curb type,etc.
• Develop exceptions report for lengths that don't match GIS.
Complete a review of the aerial photography of the City to confirm Programmed survey maps
segment street names widths, lengths, and average slab and inventory for use on the
dimensions. project.
Base Service Items and Activities — Field Surveys
4. LCMS-2 Mobilization/ • Mobilize surface distress,roughness,and rutting testing equipment Equipment calibration
Calibration to project.
• Crew to review the survey maps with the City. results
• Demonstrate the equipment to the City.
• Calibrate equipment.
5. LCMS-2 Field Data • Collect ASTM D-6433 distresses and attributes at 100-foot intervals Complete two passes of
Collection w/Lasers on a delivered in block-to-block segmentation basis. IMS will survey major roadways;single-
(Pavement Condition) approximately 400 centerline miles, 2-pass testing of Major roads pass on local network.
and 1-pass of local roadways for a survey total of an estimated 475 Approximately 475 test
test miles. miles.
• Expansion of distresses to include longitudinal,transverse,alligator,
and block cracking, raveling, bleeding, patches/potholes, rutting,
roughness,and distortions.
• Laser Crack Measurement System,v2(LCMS-2)will incorporate the
use of lasers and rate gyroscopes, digital images, touch screen
event board, and GPS acquisition.
• Dual wheel path testing collecting International Roughness Index
(IRI)data at no additional charge.
6. Collect and Deliver • Process 1-view(center front)of RST video into 15'intervals. 1-view of front imagery at
Digital Images(15' • Link images to the City's existing GIS centerline. 15'intervals. Deliver
Intervals) • Provide viewing tool for a virtual drive experience.
w/GPS coordinate data.
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Task Description Activities Deliverables
Base Service Items and Activities — Data Management
7 Pavement Condition • For each data stream (surface distress, roughness, GPS, Excel spreadsheet of the
Data QA/QC, deflection),aggregate and process the data at 100-foot intervals. 100 foot,sectional data, and
Processing& • Develop individual index scores for surface distress and index values containing all
Formatting roughness as appropriate. assigned GIS ID's.
• Develop structural index for each roadway segment. Shapefiles of the condition
• Develop a pavement condition score for each section. data at the 100 foot and
• Process the same data to the segment level. segment levels.
• Develop exceptions report:lengths not matching GIS.
• Complete QA of data.
8. Easy Street Pavement • The spreadsheet has the ability to prioritize and optimize the multi- "Easy Street"Analysis
Analysis, Budget year plan. spreadsheet with"Hot"
Development& • It will be programmed to develop a multi-year maintenance and cells(highlighted in
Report rehabilitation plan using"cost of deferral". yellow)that City can use
• It will also have referenced deterioration curves for each to generate differing
functional classification, pavement type, and even pavement budget scenarios.
strength rating. Shapefiles&KML file of
• The parameters of the analysis (Priority Weighting Factors) the processed data along
can also be modified and reprioritized on the fly. with Cost Benefit Analysis
• Shapefiles&KML file of the processed data. &Spreadsheet Training.
• Cost Benefit Analysis&Spreadsheet Training Delivery of draft analysis
• Ongoing Easy Street Analysis Spreadsheet Annual and report as outlined.
Maintenance Fee
Final report and shape files
—both hard copies(3)and
in native,electronic format.
9. Project Management • Provide client with periodic e-mail updates and reports. Status reports and
• Meetings to be completed virtually and by conference calls. invoices.
• Complete project administration and invoicing.
Thank you for considering IMS as a viable solution to your pavement management needs and we will
strive to remain an asset and extension of the City of Yakima's staff and team. If any questions arise
please do not hesitate to contact me at (480) 462-4030 or jtourek@imsanalysis.com.
Regards,
IMS Infrastructure Management Services, LLC
-&PK- 1 cm/ilk.2-
Jim Tourek - -
West Region Client Services
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EXHIBIT B
SCHEDULE OF FEES
City of Yakima, WA 2021-22 Base Scope of Services
Task Activity Quant Units Unit Rate Total
Project Initiation
1 Project Initiation&Set-up 1 LS $3,000.00 $3,000.00
2 Network Referencing&GIS Linkage 475 T-Mi $5.00 $2,375.00
3 Network Inventory Checks&Survey Map Development 475 T-Mi $3.00 $1,425.00
Field Surveys
4 Mobilization&Calibration 1 LS $3,000.00 $3,000.00
5 LCMS-2 Field Data Collection(2-pass Arterials;Collectors&Locals 1-pass) 475 T-Mi $100.00 $47,500.00
6 Collection of Digital Images at 15'Intervals(Deliver 1-Forward View) 475 T-Mi $10.00 $4,750.00
Data Management
7 Data OA/QC, Processing,&Formatting 475 T-Mi $12.00 $5,700.00
8 Pavement"Easy Street"Analysis, Budget Development&Report 1 LS 7,500.00 $7,500.00
a. "ESA"- Easy Street Analysis Pavement Management Spreadsheet Software Included in Ease Activities
b. Customizable Prioritization&Cost-Benefit Analysis Included in Ease Activities
c. Online ESA Spreadsheet Training Included in Ease Activities
d."Easy Street"Spreadsheet- License&Cngoiong Maintenance Fee 1 LS $0.00 $0.00
9 Project Management 1 LS $4,730.00 $4,730.00
Project Total: $79,980.00
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