HomeMy WebLinkAboutECONorthwest - Parking Garage Feasibility StudyPRIOR TDSENDING OUT SOLICITATION.
^
PROFESSIONAL SERVICES AGREEMENT
FOR
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree
as follows:
1. Statement mfWork _
The minimum services (hereinafter referred to as "Semices")that the Contractor will provide include services
described in the scope of work, whichh-ane attached as Exhibit A hereto and incorporated herein by this
reference.
The City agrees to pay the Contractor according to the budget included in Exhibit A, attached hereto and
incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed
Co i.tract.
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date, unless the Services have
been completed tothe [it/s satisfaction prior tothe expiration ofone year.
4. Agency Relationship between City and Contractor
regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agem,
or undertaking
for, or on, behalf of City.
5. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or
interests accruing from this Contract without the prior written consent of the other,
b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns,
does hereby agree to the -full performance of all the covenants herein contained upon the part of
the Contractor.
-'..
mage 1 of
,_
6. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of th;
City and shall be surrendered to the City upon demand. All information concerning the City and said projeci
which is not otherwise a matter of public record or required by law to be made public, is confidential, and the
consent of the City.
a. The records relating tothe Services shall, at all times, besubject to inspection by and with the
approval of the City, but the making of (or failure or delay in making) such inspection or approval
shall not relieve Contractor of` punsibi|kyforperformanceoftheSen/ioesinaccupdancewkhthis
Contract, notwithstanding the' [)ty's knowledge of defective or non -complying performance, its
substantiality orthe ease of its discovery. Contractor shall provide the City sufficient, safe, and
proper facilities, and/or send copies of the requested documents to the City. Contractor's records
relating tothe Services will beprovided 10the City upon the [\ty'srequest.
b. Contractor shall promptly furnish the City with such information and records which are related to
the Services of this Contract as may be requested by the City. Until the expiration of six (6) years
after final payment of the compensation payable under this Contract, or for a longer period if
required by law or by the Washington Secretary of5tute's record retention schedule, Contractor
shall retain and provide the City access to (and the City shall have the right to examine, audit and
copy) all of Contractor's books, documents, papers and records which are related to the Services
performed byContractor under this Contract,
c All records relating to Contractor's services under this Contract must be made available to the City,
and the records relating tothe Services are City ufYakima records. They must beproduced tothird
parties, ifrequired pursuant tothe Washington State Public Records Act, Chapter 42.56R[VV,orby
law. All records relating to ontrocto/ssen/icesunderthis[ontmctmustberetainedbyContractor
for the minimum period of time required pursuant to the Washington Secretary of State's records
retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for M|me `
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the
property ufthe City. The City shall own any and all data, documents, plans, copyrights, specifications, working
papers, and any other materials the Contractor produces in connection with this Contract. On completion or
termination of the Contract, the Contractor shall deliver these materials to the City.
Contractor agrees toperform all Services under and pursuanttothis Contract infull compliance with any and all applicable
laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state,
local, or otherwise, including policies adopted by the City, as those |owa, ondinonren, m|on, mQu|oUono, and policies now
exist or may hereafter be amended or enacted. Contractor shall pmouna and have all applicable and necessary permits.
licenses and approvalsofany federal, state, government or governmental authority or this project, psyoUnherges
and fees, and give all notices necessary and incidentaltuthe due and lawful oexecution of the work.
I :� �I 1� , ,wm��I I �/ Page 2 of 15
ouousignEnvelope ID: ucou1B4o-5ono-4roa-Buna'1uAnu1yrrucm
'
.�
Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal,
state, and local government or governmental authority or this project, pay all charges and fees, and give all
notices necessary and incidental to the due and lawful execution of the work.
a. Procurement otaCity Business License. Contractor must procure eCity ofYakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state excise tax
registration number, as required inTitle 85 R[VV.
c. Contractor mug provide proof ofo valid Washington Unified Business Identification (UB|) number.
Contractor must have a current U8| number and not bedisqualified from bidding on any public
works contract under R[VV39`06.1Olur36.12.Q65(3).
d. Contractor must provide proof of a valid Washington Employment Security Department number as
required by Title 50 R[VV.
e. Although the City does not require foreign corporate
proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically
understood and agreed that anysuch corporation will promptly take all necessary measures to
become authorizedconduct business inthe City ofYakima, attheir own expense, without regard
to whether such corporation isactually awarded the contract, and in the event that the award is
made, prior toconducting any business inthe City.
10. Nondiscrimination Provision
During the performance of this Contract, the Contractor agrees as follows:
The Contractor shall not discriminate againstanypenunonthe8roundsofeoe,creed,co|or,ne|igion,nationa|
origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political
'
affiliation or belief, or the presence of �nysensor�mental urphys�a|handicap inviolation ofthe VVashington
State Law Against Discrimination (RCVVzhapter49.6O) or the Americans with Disabilities Act (42 US[ 12101 et
seq.).
'
�r
This provision shall include but not be limited 10the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff ortermination, rates of pay or other forms of compensation, selection for
training, and the provision ofServices under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any
such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part
and the Contractor may bedeclared ineligible for any future City contracts.
'I
11. Pay Transparency Nondiscrimination Provision:
..�
The Contractor will not discharge or in any other manner discriminate against employees or applicants because
they have inquired about, discussed, or disclosed their own pay orthe pay ofanother employee or applicant,
However, employees who have access to r ^the compensation information of other employees or applicants as a
part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who
donot otherwise have access tocompensation information, unless the disclosure is(a)inresponse toaformal
complaint or charge, (b) in furtherance _uf an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish
information.
p
'nv'mw`^/.""o'w,nPage 3of15
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property. The Contractor ggrdesto release, indemnify, defend, and hold harmless the City, its elected and
appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all
liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and
regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts,
failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance
of this Agreement, except for claims caused by the City's sole negligence, The City's right to indemnification
includes attorney's fees costs associated with establishing the right to indemnification hereunder in favor of the
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts
and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees,
agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share
of negligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including
reasonable attorneys' fees.
c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely
for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any
limitation on the amount of damages, compensation or benefits payable to or by any third party under workers'
compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that
its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose
acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of
this paragr*, waive any 'Immunity granted under Title 51 RCW, and assume all potential liability for actions
broughtbytheir respective 0 es. The Parties acknowledge that they have mutually negotiated this waiver.
d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4,24.115, then, in the
event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting
from the concurrent negligence of.the Contractor and the City, the Contractor's liability, including the duty and
cost to defend, shall be only to the extent of the Contractor's negligence,
e. Nothing contained in this Sedtli6n or this Contract shall be construed to create a liability or a right of
indemm'fication in any third 1*0i
EMM
arising out of or resulting from the pe r'fotmance of this Contract. Contractor shall provide and maintain in force
insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher
limits should it deem it necessary in the best interest of the public.
Contractor shall provide a Certificate of Insurance to the [hY as evidence of coverage for each of the policies
and outlined herein, A copy of the additional insured endorsement attached to the policy shall be included with
the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work.
Failure ofCity to demand such vehficatdnofcoverage with these insurance requirements or failure ufCity to
identify m deficiency from the insurance documentation provided shall not be construed as a waiver of
Contractor's obligation to maintain such insurance.
'.
Contractor's insurance coverage shall be tprimary insurance with respect to those who are Additional Insureds
under this Contract. Any insurance, oehNnsurance or insurance puu| coverage maintained by the City shall be
-
uv � Page 4uf25
-^
� ^
ovuvoignenv*wp m: 2C851 8*931e773C8
+`
\ `
in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any
settlements, defense costs, or other payments made by Contractor's insurance,
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required
insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to
maintain the required insurance may besufficient cause for the City toterminate the Contract.
The following insurance is required:,
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance and additional insured endorsements as proof of commercial liability insurance with a minimum
liability limit of Two Million Dollars ($2,000,000,00) per occurrence, combined single limit bodily injury and
property clamage� and Two Million Dollars ($2,000,000.00) general aggregate, If Contractor carries higher
coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its
elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional
insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the
��olicqj number and when the �eolico and t-rovisions �sroviclecl are in effect. Said tiolicp shall be in effect for the
duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City
of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional
the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or
higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as
to "@"WM*AWaWW�- Contractor is not intended to and shall not in
any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract.
Before this Contract is fully executed by 'the parties, Contractor shall provide the City with a certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00) per occurrence, If Contractor carries higher coverage limits, such limits shall be shown on the
attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall
clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect, Said policy shall be in effect for the duration of this Contract. The certificate of insurance
and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,
�_-&,,e.AWw.Wy.KLvo—tun_teers as additional insureds, and shall contain a clause that the insurer
will not cancel or change the insurance'.wlithout first giving the City prior written notice. The insurance shall be
with an insurance company or companies' rated A-VII or higher in Best's Guide and admitted in the State of
Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance
maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or
obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -
Owned coverage if necessary.
. , [Contractor and all ssubcontractor(s)shall at all times comply with all applicable workers' compensation,
occupational disease, and occupatio na|,,fieakh and safety laws, statutes, and regulations tothe full extent
applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000,00. The City
Page sofus
DocuSign Envelope ID: 2C851 1346-5665-4738-130313-1 8A9319773U
shall not be held responsible in any way for claims filed by Contractor or its employees for services perforrnzLt
under the terms of this Contract, Contractor agrees to assume full liability for all claims arising from
Contract including claims resulting from negligent acts of all subcontractor(s), Contractor is responsible*i
ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance
requirements does not limit Contractor's liability or responsibility.
The Contractor shall provide evidence of Professional Liability insurance covering professional errors and
omissions, Contractor shall provide the City with a certificate of insurance as proof of professional liability
bodily injury and property damage, and Two Million Dollars ($2,000,lit .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. The insurance shaIll be with an insurance company or companies rated A-VII or higher in
two years after the completion of this contract, If insurance is on a claims made form, its retroactive date, and
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held
the invalid term, condition or application. To this end, the terms and conditions of this Contract are cleclare,�
severable.
IHIJWa��
This Contract, Yakima Parking Garage Feasibility Study Scope of Work, conditions, addenda, and modifications
and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the Contract
Documents and are complementary. Specific Federal and State laws and the terms of this Contract, in that
1J1teVft-re-o%!r-,cf ! O—sm�sersecle other inconsistent Arovisions. These Contract Documents are on file in the Office
of the Purchasing Manager, 129 No. 2 d St., Yakima, WA, 98901, and are hereby incorporated by reference into
this Contract.
16. Termination
Termination for Cause,
In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in
such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to
cure its breach within 30 days of this notice.
T401URNTIOM
Contractor:
a, Defaults on an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
Page 6 of 15
D"ovsignEnvelope ID: unan1 13-18*9319773o8
c Files a petition in bankruptcy, 'becomes insolvent, orotherwise takes action to dissolve as legal
entity; ^
d. Allows any final judgment not to be satisfied or u lien not to be disputed after lega|ly-imposed,
30+daynotice; ; '^
e. Makes anassignment for the benefit ofcreditors;
t Fails tofollow the sales and use tax certification requirements ofthe State ofWashington;
g. Incurs adelinquent Washington tax liability;
h. Becomes a State orFederally debarred Contractor;
i |sexcluded from federal procurement and non -procurement Contracts;
i Fails to maintain and keep in force all required insurance, permits and licenses as provided in the
Contract;
^'
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential
Information, proprietary, or containing Personally Identifiable Information;
1. Contractor performance threatens the health or safety of a City, County or municipal employee; or
In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any
Lhis event, compensation for such panially completed services shall be no more than the percentage of
completion of the services requested, at the sole discretion of the City, multiplied by the corresponding
payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the
CAX 'itr?rt -w?v be cowineis?ted for -Vie ?ctu,?I service kours crovicle*. The Citv shall be entitled to a
written notice to the Contractor requesting the refund.
Change in Fu"hg- In addition to the above termination provisions, if the funds upon which the City relied to
such fundin the CitiN makyA terminate this Contract bMroviding at least five business daNs written notice to the
Contractor, The termination shall be effective on the date specified in the notice of termination.
17,Dispute Resolution ~
. �-
default as to whether such default does constitute a breach of the contract, and if the parties hereto cann
the�;carties shall first cursue mediation as a means to resolve the dis-tut
If the afore mentioned methods are either not successful t hen any dispute relating to this Agreement shall
decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent
writing, other available means of dispute resolution may be implemented.
,/..
onnuuignEnvelope ID: oCou/u4s-5aoo-4ru8-13cuu-1oAo31er7nCu
. '
When the contract is terminated by the Contractor upon providing the written notice as herein required, the
City, pursuant to City ordinance, may re -award the contract to the next most responsible Proposer within 120
days from original award.
When a Contractor is unable to supp ly goods and/or services to the City and is in breach of the contract, or
-LXrawAe-d,, the CitW reserves the right to re -award
the contract to the next most responsible Proposer within 120 days from original award.
The Contractor shall not substitute or deviate from said specifications of this Contract without a written
amendment, signed by the City Manager, or pursuant to Section 52 below entitled "Change or Notice". Any
I cellation of the Contract
for cause by the City.
20. Contractor Shall Furnish
Except as otherwise specifically providejd'in this Contract, Contractor shall furnish the following, all as the same
may be required to perform and provide the services in accordance with the terms of this Contract: personnel,
labor, products and supervision; and technical, professional and other services, All such services, products,
property and other items furnished or required to be furnished, together with all other obligations performed
or required to be performed, by Contm:ctor under this Contract are sometime collectively referred to in this
Contract as the "(Services),"
^ `
All provisions of this Contract are intende.d to be complementary, and any services required by one and not
mentioned in another shall be performed to the same extent as though required by all, Details of the services
that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be
performed or furnished by Contractor as part of the services, without any increase in the compensation
otherwise payable under this Contract.
providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any
problems are noted with the invoice-iTo insure prompt payment, each invoice should cite purchase order
number, RFQP number, detailed description of work, unit and total price, discount term and include the
Contractor's name and return remittance address.
Contractor will mail invoices tothe City atthe following address:
City ofYakima
AVo: �,iby, (AU i(e
129N 2 nd Street
. Yakima, WA 98901
''' �
Page 8 of 15
oomSignEnvelope ID: zoomefa-5oem-4Tuu-Bcma-1uAga1nTToca
' �..
7.ny and all charges resulting from its contractual obligations.
F4. Delegation of Professional Services
or employees of Contractor shall be4ngaged on such work or services. Contractor shall not (by contract,
operation of law or otherwise) delegdteior subcontract performance of any services to any other person or
entito without the jirior written consent of the Citi'). Anyk, such dele ation or subcontracting- without the Citi�'s
prior written consent shall be voidable at the City's option,
consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract.
Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees,
Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the
Contractor shall at all times be an independent contractor and not an agent or representative of the City with
regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent
or representative of the City. In no event shall Contractor be authorized to enter into any agreement or
undertaking for or on behalf of the City, Neither the Contractor nor any employee of the Contractor is entitled
to any benefits that the City provides its�employees. The Contractor is solely responsible for payment of any
statutory workers compensation or employer's liability insurance as required by state law. The Contractor will
books or records that reflect all items of income and weenses of the business that the Contractor is conducting.
At the time of perfornna nce. Contractor shall be properly licens anized, and financed to perform
the services in accordance with this Contract, Subject to compliance with t e requirements o t is Contract,
Contractor shall perform the services in'.accordance with its own methods.
25. Licenses
Contractor Mail nave a va i ana current ousiness license per unapter -53775�el �IT27M=1=7
Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said
license shall be obtained prior to the award of any contract, Inquiries as to fees, etc., should be made to the
Office of Code Administration, telephone (509) 575-6121.
In addition, Contractors are required,tq be registered by the State per Chapter 18,27 of the Revised Code of
Washington and their registration number,must be listed on the bid/RFP/quote.
Contractor shall take all reasonable precautions tuprotect against any bodily injury (including death) urproperty
damage that may occur inconnection wnhtheservices,
26��mouo|mfSu�mn�t�/���� .
|fdissatisfied with the background, pec- `'anoe, and/or general methodologies ofany subcontractor, the City
may request in writing that the subcontractor be removed, The Contractor shall comply with this request at
once and shall not employ the subcontractor for any further work/services under this Contract.
Page gof15
, ��'n
000uSx nEnvmope|o:oCom1 13-18^931e773o8
27. Taxes and Assessments
'
Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not
limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury
insurance, and other deductions from income which may be required by law or assessed against either party as
a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract,
Contractor shall pay the same before hbecomes due.
The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at
8.3%). Tax will not be considered in clei&m , ining which proposal is the lowest or best, however RCW 39.30.040
allows the City totake any sales tax and 8&O tax that is will receive from purchasing supplies, materials and
equipment within its boundaries into consideration when determining the lowestresponsible Proposer.
�
28. Contractor Tax Delinquency ^
Contractors who have a delinquent Washington tax liability may have their payments offset by the State of
Washington.
29. Inspection: Examination ofRecords
^
The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and
in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement, The
costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered
bythis Agreement.
The records relating to the services shall, at all times, be subject to inspection by and with the approval of the
City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of
responsibility for performance of the services in accordance with this Contract, notwithstanding the Cit/s
knowledge of defective or non -complying performance, its substantiality or the ease of its discovery, Contractor
shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to
such facilities.
du Yvvr
in accordance with federal, state and local ordinances,
review, examine, co, and transcribe�, -ertinent records or documents
relating to any contract resulting from this proposal held by the Contractor. The Contractor will retain all
documents applicable to the contract for a period of not less than three (3) years after final payment is made,
31. Confidential, Proprietary and PersorvMly Identifiable information
Contractor shall not use Confidential, Prop,rietary or Personally Identifiable Information of City for any purpose
other than the limited purposes set forth in this Contract, and all related and necessary actions taken in
iulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and
and agents ("Representatives") who have a business -related need to have access to such Confidentia'
Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree
to maintain the confidential nature of such information in accordance with the terms of this Contract.
P�em3ofxs
`
�/�r
Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain
the confidentiality of the Confidential Information while in its possession or control including transportation,
whether physically or electronically.
Information shall be reproduced by Contractor on any reproduction, modification, or translation of such
Confidential Information. If requestecIty the City in writing, Contractor shall make a reasonable effort to acl�
a proprietary notice or indication of confidentiality to any tangible materials within its possession that contair
Confidential Information of the City, as directed,
Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the
Md
the extent such disclosure is reyuired Under law or a court order Yrovided that the CitX shall
written notice of such proceeding if giving such notice is legally permissible.
42. Suspension of Work 7
The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if
unforeseen circumstances beyond the City's control are interfering with normal progress of the Service, The
Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if
unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The
Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except
where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the
Agreement are subject to renegotiation, a,nd both parties are granted the option to terminate the Service on
the suspended portion of Project in accordance with Section 16.
The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance
with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City
decision in that regard shall be final and conclusive. The City may inspect, observe and examine the
performance of the services performed on the City premises at any time, The City may inspect, observe and
If the City notifies the Contractor that any part of the services rendered are inadequate or in any
:tr negligence, the Contractor shall, at its own expense, reschedule and perform the services
correctly within such reasonable time as the City specifies. This remedy shall be in addition to any
itther remedies available to the City by law or in equity.
The Contractor shall besolely responsible for controlling the manner and means bywhich hand its
Contracted Personnel or its subcontractorsperform the services, and the Contractor shall observe,
abide by, and perform all of its. obligations inaccordance with all legal requirements and City work
nuus.
a1 mmmPage 11 of 15
oncuSiu^Envelope ID: oCao1 8x9319773o8
If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its
ability to perform under the Contract, br e I xperiences a change of ownership or control, the Contractor shall
of ownership or control shall be sufficient grounds for Contract termination.
by Contractor to any other person or entity without the prior written consent of the City. In the event that such
prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and
liabilities of Contractor stated herein,
36. No Conflict of Interest I
Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any
interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract.
Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during
the performance ofthis Contract. "
37.Contract Preservation
'
If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by
acourt ofcompetent jurisdiction, nrby-neasunofits vequihngany steps, actions oresu�4the remaining pa�s
`. �
orportions ofthis Agreement shall ren`aolmfull force and effect.
38. Promotional Advertising / News 00e6s;es
Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee
for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made
without prior approval of the City. Release of broadcast e'maUs pertaining to this procurement shall not be
made without prior written authorization ofthe contracting agency.
39. Time is of the Essence
Timely provision of the services required under this Contract shall be of the essence of the Contract, including
�
the provision of the services within the time agreed or on a date specified herein.
`
40Expansion clause ' ^
Any resultant contract may befurther expanded bythePuohasingW1anagerinwritinAtu|ndudeanyotheritem
normally offered by the Contractor, as bnQ as the price of such additional products is based on the same
cost/profit formula as the listed item/service. At any time during the term of this contract other City
departments may be added tothis contract, if both parties agree.
41. Patent Infringement
The contractor selling tmthe City the /a les described herein guarantees the articles were manufactured or
produced )naccordance with app|icab�f�deo|labor laws. Fu�he�that the sale oruse ufthe a�idesdescribed
wil
l ' ` patent. The contractor covenants that itwill atits own expense defend
every suit which shall be brought against inst the City (provided that such contractor is promptly notified of such
or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit,
42. Warranty
Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services
furnished under this contract are warranted against defects by the Proposer for one (1) year from date of
receipt, are new, conform strictly to the specifications herein, are merchantable, good workmanship, free rom
defect, are fit for the intended purpose of which such goods and services are ordinarily employed and if a
particular purpose is stated in a Special Condition, the goods are then warranted as for that particular purpose.
Contractor further warrants that n o violation of any federal, state or local law, statute, rule, regulation,
-h�.iment, installation or use of ano other
goods. Contractor's warranties (and any more favorable warranties, service policies, or similar undertaking of
Contractor) shall survive delivery, inspection, and acceptance of the goods or services.
The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or
Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract
renewa|s/extensions.
44 Facility Security
The [by may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does
not perform his/her duties in a professional manner, urwho violates the secure facility's security rules and
procedures. The City reserves the righktosearch any person, pnoperty, or article entering its facilities,
45.Waiver mf Breach
A waiver by either party hereto of breach of the other party hereto of any covenant or condition of this
Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof,
Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or
condition of this Contract, or to exercise any right herein given in any one or more instances, shall not he
construed aaawaiver orre|)nquish any such agreement, covenant, condition orright.
46. Integration
This Contract, along with the City of v=u°a's RRQ il/31!(] ws}hihOy 'Jody and the
Contractor's response to the Request for Qualifications ("RFQ"), represents the entire understanding of the City
and Contractor nstothose matters contained herein. No prior oral or written understanding shall be of any
force mreffect with respect to those matters covered herein, This Contract may not be modified or altered
except in writing signed by both parties.
war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City
immediately in writing of such pending or actual delay, Normally, in the event or any such delays (acts of God,
etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay.
48, Governing Law ^
^ ?��
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
m"rJxc//,u/wmw� ^vmn/,mxn Page 13ofxs
000 oignEn,mnpvm: 2c85oAe3197/3ou
-;
The venue for any judicia I action to enforce or interpret this Contracts h a I I lie in a court of competent jurisdiction
in Yakima County, Washington.
The person executing this Contract, onbehaIfofContrmc���nepese�sand wmna�sthat he/she has been fu|�
authorized by Contractor to execute this [�ntnact on its behalf and to legally bind Contractor to all the terms,
performances and provisions of this Contract,
51. Change or Notice '^'
AtWafteratici—ns includiq wes to the nature of the service made to the Contract shall be rendered in writin and signed
by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the
executed amendment.
Notice of Business Changes: Contractor sh6ll.notify the City in writing within three (3) business days of any change in
ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in
or discontinue service that will affect services provided to the City under this Contract,
to the parties at their addresses as follows: 1, 1 .
TO CITY:
Matthew Selby
Interim ACM
City ufYakima
12gNorth Z""Street
Yakima WA, 9Q9O1
COPY TO: .,
BobHa�rison
0$ Manager
City ofYakima
'
129 North 2ndStreet
Yakima, WA 98901
52. Survival
^^�~
The foregoing sections ofthis [ontra' ~~'1
inclusive, shall survive the expiration ortermination ofthis Contract
inaccordance with their terms.
^
~
p,vp/xvum mnv.—'xu:,' Page zuofzG
�
�
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA
Docuftned by,
By:
City Manager
Date' 211712022
--mot � i Date;
CITY CONTRACT NO: mike Wilkerson
RESOLUTION NO. f2l
Page 15 of 15
EXHIBITA
TO PROJECT 12211Q E,CONorthwest
ECONOMICS • FINANCE • PLANNING
DATE: February 8, 2022
TO: Matthew Selby, Interim Assistant City Manager, City of Yakima
FROM: Sarah Emmans, Tyler Bump, and Michelle Anderson, ECONorthwest
SUBJECT: Yakima parking garage feasibility study
The City of Yakima ("City") seeks to understand the feasibility of building a parking garage to
support the Yakima Convention Center ("Center") and attract a new hotel.
The Center is an 89,000 ft', city -owned asset, with 329 dedicated parking spaces. There is
currently one hotel in close proximity to the Center, but the City has been approached by a
developer interested in developing a new, 126-room, four-story hotel with 20,000 ft2of retail
and restaurant space on land partially owned by the City. The developer has asked the City to
investigate constructing a parking garage to replace the parking that would be lost to the new
development, and to support both the new hotel and the Center.
ECONorthwest has deep experience in analyzing the feasibility of public investment projects. A
feasibility analysis entails estimating capital and operational costs and identifying financing
options that will allow the entity to recover debt and achieve positive cash flow. Below please
find a proposal for work ECONothwest could undertake to help the City with this decision. We
propose to use another consultant, Rick Williams, who specializes in both public and corporate
parking garage needs. We anticipate that we could complete this work by March 2022,
Task 1: Parking Garage Pro For
ECONorthwest will produce a high-level financial pro forma analysis, with preliminary upfront
and ongoing cost estimates for a 300- to 600-stall parking garage,' ECONorthwest will use
information provided by the City regarding other public works projects and our experience
with similar projects to estimate costs to plan, design, and build the structure. ECONorthwest
assumes that the City will provide information regarding the square footage of the proposed
garage, as well as any relevant data regarding convention center visits and utilization of the
previous surface -level lot. This information will help inform scenario modeling.
ECONorthwest will produce a set of simple operations scenarios for the parking garage that
includes assumptions about ongoing costs (e.g,, debt service, utilities, capital maintenance,
facility maintenance, security, attendant, insurance) and fee options necessary to cover both
ongoing costs and recoup capital costs. We will include low, medium, and high parking uptake
and fee scenarios in our analysis.
The pro forma analysis will provide' the City with a preliminary understanding of the upfront
and ongoing costs that must be covered through parking fees, fees from the hotel for use of the
facility, grants, bonds, public funds, and other gap financing options,
I The study will investigate the cost of constructing an initial 300-stall garage to replace the existing surface parking,
with the ability to add additional stalls at.a,later time if needed.
ECONorthwest I Portland I Seattle I Los Angeles: I Eugene I Bend I Boise I econw.com
Dci Envelope ID: 2C851 B46-5665-4738-130313-1 8A9319773CB
Task 2: Identify Gap Financing Options
Parking revenues are not likely to be sufficient to cover costs without public subsidy, at least
initially (this is particularly the case regarding parking demand that is linked to convention
center visits, which face great uncertainty following changes in behavior due to COVID that
may outlive the pandemic), ECONorthwest will research options available to offset City costs,
such as fees from the hotel for use of the garage and grants, as well as other public revenue
options available to the City including a public -private partnership, special taxing district and
TIF Dedicated revenue sources can make parking garage bonds more attractive and reduce the
City's borrowing costs. ECONorthwest's research will include a discussion of some of the
variables that will impact parking demand in the proposed new garage.
Task 3: Findings and Options
ECONorthwest will draft a memo summarizing costs, parking revenues, and gap financing
options that are available to the City and are feasible for this project. The memo will summarize
all upfront and ongoing costs identified in Task 1, and at least 10 years of operations costs. If a
20- or 30-year debt vehicle is considered, this analysis will incorporate a longer -term scenario.
The memo will consider parking pricing, revenue sharing (with the hotel), convention center
pricing or surcharge options, and any other private revenue options, as well as all public
financing vehicles identified in Task 2.
Final Deliverable: Seven -to -ten -page technical memo. Accompanying Excel workbook including
analysis and assumptions from Task
sk 1. Two presentations of findings,
Budget
HOURS BY TASK
TOTALS
Task 0
Task i
Task 2 Task 3
Labor Expenses
Gapfinancing Memoand
$/Hour
Mesting5, PM
Pro forma
Options Presentation
Hours
$
% of Budget
ECONortherest
Sarah Emmons, Project Director
225
4
6
8 10
28
$5,400
23%
Tyler Bump, Adviser
235
2
2
2 2
8
$1,410
6%
Michelle Anderson, Project Manager
170
4
38
10 12
64
$10,200
44%
Analyst
90
20
10 2
32
$2,880
13%
Sub -Total
io
66
30 26
132
$19,890
87%.
Subconsultant
Rick Williams
185
2
12
2
16
$2,590
11%
Sub -Total
2
12
0 2
16
$2,590
11%
Non -Labor Expenses
Task 0
Task I
Task 2
Task 3
Expense Totals % of Budget
Travel (Optional)
$500
$560 2%
Total
$0
$0
$500
$500 2%
Totals by Task
Task 0
Task I
Task 2
Task 3
Totals
Summary of ELpenses
Total Labor
$2,420
$12,300
$4,870
$5,310
Labor
$22,480 98%
Direct Expense
$0
$0
$0
$500
Non -Labor
$500 2%
Total by Task
$2,420
$12,300
$4,870
$5,810
% of Total Budget
11%
54%
21%
25%
Budget
$22,980 100%
ECONorthwest
ECONorthwest 2