HomeMy WebLinkAboutTransportation Engineering Northwest, LLC - Professional Services AgreementAGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
N
THIS AGREEMENT, made and entered into onthis _[�__��
day 2021, by and between
the City of Yakima, Washington, a municipal corporation its principal office at 129 N Second Street, Yakima,
VVA989OI, (hereinafter referred tuas"OTY"), and Transportation Engineering Northwest, LLC(TENVu)with its
principal office mt%%4D0SE 81^Street, Smite200, Bellevue, WA98004,(hereinafter referred toas"EN6|NEER");said
corporation being licensed and registered to do business inthe State of Washington, and will provide engineering
services under this Agreement for 31d Ave and Division Traffic Study on behalf of the City of Yakima, herein referred
toaathe "PR8]ECT."
LTA 1110 1*11-1 :1�
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and construction
ufthe PROJECT, asdescribed inthis 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 bylaw 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.I ENGINEER agrees »operform those services described hereafter. Unless modified inwriting byboth
parties, duties ofENGINEER shall not beconstrued ooexceed those services specifically set forth herein.
2l\2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Chris Bicketau
Principal -in -Charge throughout the term ofthis Agreement unless other personnel are approved
bythe CITY.
2.1 ENG|WBRageestoperformthosetesksdeschbedinExhibitA,endt|ed"ScspeofServices"
(WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein.
22 all WORK Un be performed by ENGINEER can be
defined mdetail at the time this Agreement bexecuted, and that additional WORK related »othe Project
and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, atany time,
bywritten 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
22.1 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 tothis Agreement shall bemade and this Agreement shall
bemodified inwriting and accepted bythe parties hereto.
2.22 Compensation for each such request for Additional Services shall be negotiated bythe CITY and
the ENGINEER according to the provisions set forth in Exhibit B, 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 inwriting.
23 The ENGINEER must assert any claim for adjustment inwriting within thirty 80 days from the date ofthe
ENG|NEER'sreceipt ofthe written notification ofchange.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide tothe ENGINEER all technical data inthe OTY'Spossession
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
anauthorized regulatory agency.
3.2 ACCESS nOFACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible toENG|NEER
as required for ENGINEER'S performance ofits aemios and will provide labor and safety equipment as
reasonably required byENGINEER 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 asCITY deems appropriate; and render in writing
decisions required ofCITY inatimely 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 applicable to its profession.
3,4 CITY shall appoint aCITY'SRepresentative with respect toWORK tobeperformed under this Agreement.
OTY'S Representative shall have complete authority to transmit instructions and receive information.
ENGINEER shall be entitled to reasonably rely on such instructions made bythe 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 COY to the ENGINEER are available solely as
additional information to the ENGINEER and will not relieve the ENGINEER of its professional duties and
obligations under this Agreement uratlaw. The ENGINEER shall beentitled toreasonably 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 from them.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
Page 2
4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK described in
Exhibit A. The time for completion isdefined inExhibit A,uraaamended.
SECTION 5 COMPENSATION
5.1 COMPENSATION DNATIME SPENT BASIS ATSPECIFIC HOURLY RATES: For the services described inExhibit
A,compensationshaUbeaocordinguaExhibitC- Scheduled Specific Hgwrly Rates, attached hereto and
incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary
expenses.
5.11 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred onordirectly
for the PROJECT 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 cogs associated with other outside nonprofessional services and
facilities; special CITY -requested and PROJECT -related insurance and performance warranty costs;
and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of
actual changes plus a reasonable markup, not to exceed ten percent(IO%), and on the basis of
current rates when furnished byENGINEER. Estimated Direct Non -Salary Expenses are shown in
Exhibit D.
6.1.1.1 Travel costs, including transportation, lodging, subsistence, and
incidental expenses incurred by employees of the ENGINEER and each of the
5ubconsubamsinconnection with PROJECT WORK; provided, aofollows:
° That amaximum of0.S,INTERNAL REVENUE SERVICE allowed cents per mile will
bepaid for the operation, maintenance, and depreciation costs nfcompany or
individually owned vehicles for that portion of time they are used for PROJECT
WORK. ENGINEER, whenever possible, will use the least expensive form of
ground transportation.
° That reimbursement for meals inclusive oftips shall not exceed amaximum of
forty dollars ($48) per day per person. This rate may beadjusted on ayeedy
bads.
+ That accommodation shall beatareasonably priced hoteKmotei
That air travel shall be by coach class, and shall be used only when absolutely
necessary.
512 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX
charges are not included in the direct expense costs, but are considered included in the Schedule
ofSpecific Hourly Billing Rates.
5.1.3 Professional Subconsuhams. Professional 6ubconsuhams are those costs for engineering,
architecture, geotechnica| services and similar professional services approved by the CITY.
Reimbursement for Professional 5ubconsu|tants 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 Subconsm|tantcosts aeshuxvn in Exhibit B.
5.2 Unless specifically authorized inwriting bythe CITY, the total budgetary amountfoxthisPROJECTshaUnot
exceed$28,20D The ENGINEER shall make all 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
iffound necessary. The ENGINEER isnot obligated toincur costs beyond the indicated budget, asmay be
adjusted, nor isthe CITY obligated topay 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 inwriting at the time such costs were incurred.
5.3 The ENGINEER shall submit tothe Cityt Representative an invoice each month for payment for PROJECT
services completed through the accounting cut-off day of the previous month. Such invoices shall be for
PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered
by previously submitted invoices. The ENGINEER shall submit with each invoice a summary of time
expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other
supporting materials and details determined necessary bythe City tosubstantiate 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 Ifpayment isnot made within sixty (6O) days following receipt ofapproved invoices, interest onthe unpaid
balance shall accrue beginning with the sixty-first (611t) 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 RCVV when before the date of timely payment notice of dispute is issued in good faith
bythe CITY tothe ENGINEER pursuant tothe terms ofR[VV]9J6.O2O(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 bythis Agreement as evidenced by CITY's written
acceptance and after such audit or verification as CITY may deem necessary' together with ENG|NBRys
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 ofthe release instated amounts tobeset forth therein.
5.5 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims,
right, orremedy itmay have against the ENGINEER under this Agreement orbylaw, 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 asrequired under this Agreement.
62 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely
completion, and the coordination of all plans, designs, drawings, specifications, reports, and other services
furnished bythe ENGINEER under this Agreement. The ENGINEER shall, without additional compensation,
correct or review any errors, omissions, or other deficiencies in its plans, designs, drawings, specifications,
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 incompliance with applicable laws, regulations, and permits.
Page
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 anyway 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.
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 shall 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 attorney's 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, 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. The
City's right to indemnification includes attorney's fees and costs associated with establishing
the right to indemnification hereunder in favor of the City.
(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.
(e) The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
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'
orwmrkmens' compensation acts, disability benefit acts, urother employee benefit acts. The ENGINEER
specifically and expressly waives its immunity underthe Industrial Insurance Act, Title 51, RCW. Such waiver
has been mutually negotiated bythe ENGINEER and the CITY.
6.6 It is understood that any resident engineering or inspection provided by ENGINEER isfor 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 orappliances used by contractor, for a contractor's safety programs
or methods, urfor contractors' compliance with laws and regulations. CITY shall use its best efforts to
ensure that the construction contract requires that the contractur(s)indemnify and name CITY, the [n7's
and the ENG|NEER'sofficens, principals, employees, agents, representatives, and engineers asadditional
insureds on contractor's insurance policies covering PROJECT, 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 o{the
inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects
are not the responsibility nfthe ENGINEER, tothe extent that ENGINEER has exercised the applicable and
appropriate standard of professional care, thoroughness and judgment in performing such investigations.
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasksshall
beasset forth iothis Agreement and attached Exhibits. 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 this Agreement. The performance dates and budgets for tasks may be modified only upon
written agreement ofthe parties hereto. The performance date for tasks and the completion date for the
entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays
attributable to the 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 byany governmental
action orother conditions beyond the control ofthe ENGINEER which could not be reasonably anticipated
or avoided.
7.2 Not later than the tenth (10t1) 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 bythe 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 CITY's request for presentation to other governmental agencies
and/or oothe public.
8\I All internal WORK products of the ENGINEER are instruments or services of this PROJECT.There shall benn
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 OTY'ssole risk.
The CITY agrees 10 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 auorney'shees arising out ufor related to such unauthorized reuse, change, or alteration; provided,
however, that the ENGINEER will not beindemnified for such claims, damages, losses, and costs including,
without limitation, litigation expenses and attorney fees if they were caused by the ENG|NEER's own
negligent acts oromissions.
8.2 The ENGINEER agrees that any and all plans, drawings, designs specifications, computer programs,
technical reports, operating manuals, calculations, notes, and otherWORK 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 owned by and vested in the CITY.
83 All rights tupatents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter "Intellectual
Property") as well as any modifications, updates nrenhancements 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 tosuch Intellectual Property.
9.1 The ENGINEER, including its subconsukan$,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, orthe [|TY'sduly authorized
representative, shall have access to such books, records, documents, and other evidence for inspection,
audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have
access to such books, records, and documents during the performance of the PROJECT WORK, if deemed
necessary hythe CITY, toverify the ENG|NEER'oWORK and invoices.
9.2 Audits conducted pursuant tothis section shall beinaccordance with generally accepted auditing standards
and established procedures and guidelines of the reviewing or auditing agency.
53 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 un
the Project.
9.5 Any charges of the ENGINEER paid by the CITYwhich are found by an auditto be inadequately substantiated
shall bereimbursed »othe CITY.
9�.1 All records relating to ENGINEER'S services under this Agreement must be retained by ENGINEER and
produced and/or made available to the [OY' and the records relating tothe WORK are City of Yakima
records. They must be produced tnthird parties, if required pursuant tothe Washington State Public
Records Act, Chapter 42.56RCVV orbylaw. All records relating toENGINEER'S WORK under this Agreement
lim
must beretained byENGINEER for the minimum period oftime required pursuant tothe Washington
Secretary of State's records retention schedule.
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 those stated below, as applicable. The CITY reserves the right to require
higher limits should it deem itnecessary inthe best interest nfthe public. |fENGINEER 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 ixfully executed bythe 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 beineffect for the duration uf 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 orchange the insurance without first giving the CITY thirty (]0)calendar days
prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in
Beat'oGuide and admitted |nthe State nfWashington.
10.12. Commercial Automobile Liability insurance.
a IfENGINEER owns any vehicles, before this Agreement iyfully 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 atotal liability
limit of the limits required in the policy, subject to minimum limits of Two Million Dollars
($2,000,000.08) per occurrence combined single limit bodily injury and property
damage. Automobile liability will apply to"Any Auto" and beshown onthe certificate.
b. IfENG|NEERdoesnc*ownonyvehides,only"Non-ownedandHiedAutomohileUati|by^
will be required and may be added tothe commercial liability coverage at the same limits as
requiredintha1sec1ionofthiuAgeement,whiohisSection1O.I.1enth|ed^Cnmmercia|Genera|
Liability Insurance".
C. Under either situation described above hnSection 10.1.2a. and Section 10.1�.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 ineffect. Said policy shall
beineffect for the duration ofthis Agreement. The policy shall name the CITY, its elected and
appointed officials, officers, agents, employees, and volunteers asadditional insureds. The
insured shall not cancel orchange the insurance without first giving the CITY thirty (30)calendar
days prior written notice. The insurance shall bewith aninsurance company orcompanies rated
A-VUorhigher in8ent'sGuide and admitted inthe State nfWashington.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law,
10.1.4. Professional Liability Coverage. Before this Contract 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 0uUae ($2,000000.00) per claim, and Two Million Dollars ($2,00\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 ineffect. Said policy shall bein
effect for the duration of this Contract. 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 onaclaims made basis the coverage will continue inforce for anadditional two years
after the completion ofthis contract.
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 elected and appointed officials, officers, employees,agents,
and representatives thee under. The CITY and the C|7f* elected and appointed officials,
officers, principals, employees, representatives, and agents shall have noobligation for payment
of premiums because of being named as additional insureds under such insurance. None ofthe
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.
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,
112 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 besubject tnreview bythe C|TY'sRepresentative, ifrequested, prior tothe mbconsukant
orsubcontractor proceeding with the WORK. Such review shall not constitute an approval astothe 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.
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. |tisexpressly imendedandagneedthatnothindpartybeneMciahesaeceatedby
this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties
tuthis Agreement.
1I1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained
herein. Noprior oral orwritten understanding shall beofany force oreffect with respect tnthose matters
covered herein. This Agreement may not be modified or altered except in writing signed by both parties.
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 isfound teconflict with applicable laws, such part shall beinoperative, null, and void insofar au
itconflicts with said laws, but the remainder ofthis Agreement shall beinfull force and effect. Venue for
all disputes arising under this Agreement shall lie in a court nfcompetent jurisdiction in Yakima County,
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 ormilitary status, pregnancy, sexual orientation, and any other classification protected under
federal, state, or |ooe| law. This provision shall include but not be limited tothe 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 ofState and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
161 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
ifunforeseen circumstances beyond OTY'scontrol are interfering with normal progress ofthe WORK. ENGINEER
may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen
circumstances beyond ENG|NEER'scontrol are interfering with normal progress cfthe WORK. ENGINEER may
suspend WORK on the 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
ofProject inaccordance with SECTION 17.
17.1 Either party may terminate this Agreement, inwhole orinpart, ifthe other party materially breaches its
obligations under this Agreement and isindefault through nufault ofthe 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 (7I) hours of mailing by certified mail to the place of business of
either party asset forth in this Agreement.
17.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this Agreement for its
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.
173 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 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 type which is
usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself
urofemploying another firm tocomplete it. Under no circumstances shall payments made under this
provision exceed the contract price. |nthe event ofdefault, the ENGINEER agrees tnpay CITY for any and
all damages, costs and expenses whether directly, indirectly, orconsequentially 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 retaioage 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 tothe Agreement shall include payment for services satisfactorily performedvothe
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 ofatermination notice under subsections 17.1ur17.2above, the ENGINEER shall (1)promptly
discontinue all services affected (unless the notice directs othemise), and (2)deliver orotherwise 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 dssubconsu|tanm 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 COY 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 isdetermined 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 17.4ofthis Section.
17.8 If, because ofdeath, unavailability orany other occurrence, kbecomes impossible for any key personnel
employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his
services tothe PROJECT, the ENGINEER shall not be relieved of its obligations tocomplete performance
under this Agreement without the concurrence and written approval of CITY. |fCITY agrees totermination
of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this
Section.
18.1 |nthe 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 contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as
ameans turesolve the dispute. |fneither ofthe afore mentioned methods are successful then any dispute
relating tothis Agreement shall bedecided inthe courts ufYakima County, inaccordance with SECTION 14.
If both parties consent in writing, other available means of dispute resolution may be implemented.
19.1 Any notice required tubegiven under the terms ofthis Agreement shall bedirected tothe party at the
address set forth below. Notice shall be considered issued and effective upon receipt thereof bythe
addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth
below, whichever isearlier.
CITY, City of Yakima
Attn: Mr. Bill Preston, City Engineer
1Z9M.Second Street
Yakima, WA 98901
ENGINEER: Transportation Engineering Northwest, LLC
Attn: Chris Bicket,Transportation Engineer
11480 SE 8 mStreet, Suite 2OV ^
Bellevue, WA 98004
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed bytheir respective
-
authorized officers orrepresentatives asofthe day and year first above written.
CITY OF YAKIMA
[City Manager]
CITY CONTRACT NO. -
Printed Name: Bob Harrison RESOLUTION NCO) -
Transportation Engineering Northwest, LLC
Signature
Printed Name: Chris Bicket
Title: City Manager Title: Vice President
City Clerk
STATE OF WASHINGTON )
)ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Cliff Moore is the person who appeared before me, and said
person acknowledged that hesigned this instrument, unoath stated that hewas authorized toexecute 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 inthe instrument.
Seal or Stamp
Printed Name
STATE OF WASHINGTON I
23
Cair TF OF YAKIMA
I certify that I know or have satisfactory evidence that Chris Sicket 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 Vice President of
TENW to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
Seal or Stamp
(Signature)
%J111111111 kol ",4
Vj I S 1.#
Title
EXP
Ljr
NOTARY
PUBLIC Printed Name
0 A�
JVO 2"N My commission expires,
*444Z,�0
Page 14
31d & Division
De5cription of ProledIPurpose.- The proposed project includes evaluation of the traffic and pedestrian
operations at the existing S 31d Ave & Division St intersection to assess potential pedestrian crossing
alternatives to improve safety.
Task 100: Traffic Anallys'
Fixed Fee Budget = $21,500 1
I . Conduct a site visit to verify existing transportation conditions in the immediate site vicinity.
2. Collect existing weekday AM and PM peak period traffic volumes at the intersection of S 31d Ave
Division Street on one weekday.
3. Collect existing 72-hour video traffic and pedestrian volumes and speed data at the intersection of S
31d Ave / Division Street.
4, Document latest 3 years of collision history at the intersection of S V Ave / Division Street and
summarize by severity and type.
S. Document existing conditions in the study area including road network, traffic volumes, and non -
motorized and transit facilities.
6. Develop future weekday AM and PM peak hour traffic volumes at the intersection of S 3rd Ave /
Division Street. Growth rates and traffic generated by other planned developments (pipeline projects)
in the study area to be used in determining future traffic volumes are assumed to be provided by the
City.
7. Determine existing and future weekday AM and PM peak hour level of service (LOS) the intersection
of S 3rd Ave / Division Street.
III Pill Pill 111 � piIIIIIII
9. Evaluate the need for Multi -Way Stop Control the intersection of S 3rd Ave / Division Street based
on MUTCD guidelines.
10. Document the findings and recommendations in a
memorandum for review by the Client.
Contract Terms Accepted by:
M
L, (date)—�2�
TENW
!�A (initials] 10/22/2021 (date)
%PTENW I October 22, 2021
31d&Division
Exhibit A — Scope of Services
Task 200: Pedestrian Crossing Alternatives
l Recommend up to 1`4 alternatives for pedestrian improvements in the vicinity of the Yakima Chief
Hops' campus and the 3rd& Division intersection. This will include coordination with the City of
Yakima to determine the Cit/'a preferred pedestrian crossing olhamohvea.
2Document the findings and vacommendoMonu in o memorandum for review by H-ie Client.
Task 300: Pedestrian Crossing Concep
Budget = To Be Determined i
l. Develop high level oonosp� drawings for up to 4 pedestrian crossing design alternatives. These
concepts will identify any major improvements necessary to accommodate on alternate pedestrian
crossing o�nza 3� AveThese concepts will be over oehoi base mapping at this staQe and utilize
Ciw/GI3 records |overify existing ROW.
2. Cost for this task will be determined based on the number of concepts chosen by the Client.
Task 400: Transportation Design
Budget = To Be Determined
l TENW will prepare Chonnelizotion, Traffic Signal, and Street Lighting construction documents
consistent with City of Yakima standards. Exact cost will be determined based on selection of
preferred alternative chosen bvthe Client. The scope of improvements includes o new pedestrian
crossing design for the one (l ) recommended pedestrian improvement alternative. Improvements may
include vehicle and pedestrian signals, placement of poles, conduit, junction boxes,
control ler/semicecabinet placement, wiring and other associated elements. Photometric calculations
will be provided for the intersection consistent with current City of Yakima Standards.
2. This scope o[services and associated fee assumes uptothree (3) submittal milestones for this task.
Thesemilestones included up to two (2) City review submittals, and one (1) City approval submittal.
Submittal milestones in excess of this quantity, including client requested check sets, costing sets, etc.
will required o supplement for additional services.
3. This scope cfservices and 000udo|ed fee assumes jurisdiction approval ufTENVV'o delivemble(a)6or
this hzxk within 9 months of contract approval. Projects looting longer than P months, outside of
TENVV'a control, will require o supplement for additional services.
4. If needed, TENW will subcontract for survey services in support of this task.
5. Deliverables for this scope of work shall include:
* Pavement Marking & Signing Plana (up to 2 Sheet, 24"x36")
* Traffic Signal and Illumination Plans (I sheets, 24"x36")
* Traffic Signal and Illumination Notes &
Details (I sheets, 24"06">
* Photometric Plan (up to l Sheets,
ihols)
TFNW
10/22/2021
31d & Division
Exhibit A — Scope of Services
This task is intended to cover our attendance at virtual meetings with the City and/or project team. Our time
will be billed on an hourly basis up to an initial working budget of $ 1,500, It is assumed that our attendance
at City/team meetings will be on an as -needed basis.
I . Reimbursable expenses will be invoiced on a time & material basis.
2. The budget provided herein is a working budget only and may require adjustment based on actual
project needs.
3. Typical reimbursable expense include, but are not limited to, commute mileage, reproduction,
couriers, etc.
4. There are no specified deliverables for this taz
Task
Description
Bud et
lype
100
Traffic Analysis
$21,500
Fixed Fee
200
Pedestrian Crossing Alternatives
$5,000
T&M
300
Pedestrian Crossing Concepts
TBD
TBD
400
Transportation Design
TBD
TBD
500
Meetings
$1,500
T&M
999
Reimbursable Expenses (estimate)
$200
T&M
TOTAL COST ESTIMATE
$28,200
Reimhul-sable and 5ubconsullant expenses shall include a 10 percent markup.
ASSUMPTIONS & EXCLUSIONS
The following assumptions and exclusions were made in the preparation of this Scope of Services:
1. This Scope of Services and associated fee are valid for 60 days,
2. Projects lasting longer than 12 months will require a supplement for additional services and fee
adjustments.
3. Labor for time & materials tasks will be invoiced based on current TENW Billing Rates at the time services
are performed. Contract Terms Accepted by:
4. if the review/permitting agency requires changes not
included in the scope of work described herein, this Client
will require a supplement for additional services.
5. This scope of work does not include preparation for (initials) jc (clate)
or attendance at hearings/appeals unless otherwise
identified in this contract. TENW
49$ (initials) 10/22/2021 (dote)
V TENW 3 October 22, 2021
31d & Division
Exhibit A — Scope of Services
6. All permit/application fees shall be provided by the Client or others. All permits shall be obtained, and
all applications shall be submitted by the Client or others.
7. Participation in meetings and/or conference calls in addition to those listed herein will require a
supplement for additional services.
8. It is assumed that the City of Yakima will be the lead review/permitting agency for this project. All
deliverables shall be prepared consistent with City of Yakima standards and specifications. If
mview/pormitting involvement is required from other jurisdictions, it will require a supplement for additional
services.
9. Revisions to the report and analysis due to changes in the site plan, including but not limited to a change
in land use type or size, access location(s), or year of opening will require a supplement for additional
services. Caution: Changing site plan and/or land use types or sizes is significant to our work and could
result in a significant increase in cost to complete scope.
10. Submittal milestone quantities are as noted in each task description. Submittal milestones in excess of this
quantity (including permitting agency submittals, check sets, client review submittals, etc.) shall be
considered additional services, and will be invoiced on a time & materials basis in addition to the budget
provided herein.
11. All permitting agency submittals shall be made by the Client or others. TENW will provide the Client with
PDF copies of all deliverables for use in making required copies.
12, This Scope of Services does not include construction support services. Construction support services (bid
support, pre -construction meeting attendance, submittal review, response to RFI's, etc.) can be added upon
client request.
11 This Scope of Services does not include Record Drawing/As-Built preparation. Record Drawing/As-Built
preparation can be added upon client request.
14. If required, easement and/or right-of-way acquisition coordination shall be provided by others (typically
the civil engineer or the owner). If required, legal descriptions will be prepared by others (typically the
project surveyor).
15. Design deviations, variances, and similar documentation materials are excluded from this proposal.
Should the permitting agency or others require these types of documentation, it will require a supplement
for additional services.
16. Civil Improvements Plans including sidewalk, curb ramps, drainage, grading, paving, TESL, etc. shall be
provided by others.
17. If required, geotechnical and/or structural recommendations associated with traffic signal pole & street
light pole foundations shall be provided by others.
18 Should adjustments to existing aerial or subsurface utilities be required to accommodate a new traffic
.signal and/or street light system, all necessary coordination with utility providers shall be provided by
others (typically the developer/owner or Civil Engineer),
19. If applicable to the permitting agency, TENW will provide the Client with forms necessary for electrical
.service application. It is the responsibility of the Client to submit the forms and to notify the contractor of
the power source location for bidding purposes. TENW will include the power source location on the
construction documents ONLY if this information is
forwarded to TENW by the Client once received Contract Terms Accepted by:
from the electrical service provider.
M If required by the permitting agency or others, Client
potholing for signal pole locations, street light pole
locations, or other subsurface conflicts shall be ��(inilicils) Z� �Z(dale)
completed by others by contract with the Client.
TENW will provide CAD files to the Client for their TENW
use in staking the location of proposed signal poles, 0* (initials) 10/22/2021 (date)
SOTENW 4 October 22, 2021
I
31d & Division
Exhibit A — Scope of Services
street light poles, and other elements related to TENW's scope of work.
21. Unless otherwise stated herein, on -site illumination design is excluded from this Scope of Services. TENW's
scope of work is limited to roadway lighting in the public right-of-way only.
22. For all WSDOT Channelization Plans and Plans for Approval (PFA), the project surveyor shall provide the
right-of-way centerline and stationing for all project roads and intersecting roads in the project vicinity, as
shown in the archived WSDOT right-of-way plan. The project surveyor shall also provide all limited access
limits and turnback lines, etc.
R
Contract Terms Accepted by:
Client
(initials) jatej
TENW
0$ (initials) 10/22/2021(datel
October 22, 2021
Preston, Bill
From: Chandler Waldal <chandler@tenw.com>
Sent: Wednesday, January 5, 2022 11:26 AM
To: Preston, Bill
Cc: Jeff Schramm; Spenser Haynie; Grant Lewis; Chris Bicket
Subject: RE: City of Yakima 3rd & Division
Yes - June 30, 2022 will work for us.
Thanks Bill!
Chandler Waldal I Transportation Engineer
TENW 11400 SE 8th Street, Suite 200,Bellevue, WA •;rN
I Cell: 760-994-7376
From: Preston, Bill <Bi1I.Preston @yakimawa.gov>
Sent: Wednesday, January 5, 2022 11:23 AM
To: Chandler Waldal <chandler@tenw.com>
Cc: Jeff Schramm <schramm@tenw.com>; Spenser Haynie <spenser@tenw.com>; Grant Lewis <grant@tenw.com>;
Chris Bicket <bicket@tenw.com>
Subject: RE: City of Yakima 3rd & Division
Chandler,
was thinking June 30, 2022. Will that work for you?
Thanks
Bill Preston
Yakima City Engineer
W: 509-576-6754
C: 509-571-5570
From: Chandler Waldal <chandlt@teny,com>
Sent: Wednesday, January 5, 2022 11:14 AM
To: Preston, Bill <BlLresfon@Ykimaa.ov>
Cc: Jeff Schramm <sc ra to w.co >; Spenser Haynie < enser ten w.com>; Grant Lewis < rant gn .co >;
Chris Bicket <bickeftenr.corn>
Subject: RE: City of Yakima 3rd & Division
2M
Does YCH or the City have a preferred end date? We haven't discussed a timeline but would need to collect data before
the harvest/processing season is over (end of March). Given we are collecting pedestrian counts, the snow conditions
are not ideal so we would want to wait for the weather to improve.
1