HomeMy WebLinkAboutR-2015-005 Bicycle Master Plan Agreement with Toole Design GroupRESOLUTION NO. 2015-005
A RESOLUTION authorizing the City Manager to execute a Professional Services
Agreement with Toole Design Group, not to exceed $55,000 to develop a
Bicycle Master Plan for the City of Yakima.
WHEREAS, the City of Yakima needs to develop a Bicycle Master Plan, in preparation
for the upcoming Comprehensive Plan Update; and,
WHEREAS, the City of Yakima has followed the procedure established by the State of
Washington to select and recommend a professional firm using the Municipal Research and
Service Center Professional Services Roster process to conduct the selection of a firm to
prepare the engineering plans and specifications for the construction bid process; and
WHEREAS, Toole Design Group submitted a Statement of Qualifications (SOQs)
verifying that they are qualified to perform the work, and after an interview process, were
determined to be the most qualified of those that submitted SOQs; and
WHEREAS, the Scope of Work and Budget included in this Professional Services
Agreement meet the needs and requirements of the City of Yakima for this project, now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the Professional Services Agreement
with Toole Design Group attached hereto and incorporated herein by this reference not to
exceed Fifty -Five Thousand Dollars ($55,000) to provide the Professional Services as described
in the Agreement.
ADOPTED BY THE CITY COUNCIL this 6th day of January, 2015.
EST
Sonya CI . r Tee, City Clerk
Micah Cawle , Mayor
For City of Yakima Use Only:
Contract Nq� r---
Project No.
Resolution N eil0
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
TOOLE DESIGN GROUP
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this )Li day of ILALialAdk 2015, by and
between the City of Yakima, Washington, a municipal corporation with i _ principal e at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Toole Design Group with its
principal office at 8484 Georgia Avenue, Suite 800, Silver Springs, MD 20910, hereinafter referred to as
"CONSULTANT"; said corporation and its principal engineers are licensed and registered to do business
in the State of Washington, and will provide engineering and planning services under this Agreement to
develop a Yakima Bicycle Master Plan on behalf of the City of Yakima, Project No. 2398, herein referred
to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the CONSULTANT to provide consulting services for design
and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto;
and
WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and
that it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and CONSULTANT agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 CONSULTANT agrees to perform those services described hereafter Unless modified in
writing by both parties, duties of CONSULTANT shall not be construed to exceed those
services specifically set forth herein
2.0.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall
assign, Pete Lagerwey as Principal -in -Charge throughout the term of this Agreement
unless other personnel are approved by the CITY.
2.1 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled
"Yakima Bicycle Master Plan" (WORK) which is attached hereto and made a part of this
Agreement as if fully set forth herein.
2.2 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by
CONSULTANT can be defined in detail at the time this Agreement is executed, and that
additional WORK related to the Project and not covered in Exhibit A may be needed during
performance of this Agreement. CITY may, at any time, by written order, direct the
CONSULTANT to revise portions of the PROJECT WORK previously completed in a satisfactory
manner, delete portions of the PROJECT, or request that the CONSULTANT perform additional
WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred
to as "Additional Services."
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2.2.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost
of, or time required for, performance of any services under this Agreement, a contract
price and/or completion time adjustment pursuant to this Agreement shall be made and
this Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the CONSULTANT according to the hourly rates set forth in Exhibit C, attached
hereto and incorporated herein by this reference, and if so authorized, shall be
considered part of the PROJECT WORK. The CONSULTANT shall not perform any
Additional Services until so authorized by CITY and agreed to by the CONSULTANT in
writing.
2.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from
the date of the CONSULTANT's receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3 1 CITY -FURNISHED DATA. The CITY will provide to the CONSULTANT all technical data in the
CITY'S possession relating to the CONSULTANTS services on the PROJECT including
information on any pre-existing conditions known to the CITY that constitute hazardous waste
contamination on the PROJECT site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY The CITY will make its facilities reasonably
accessible to CONSULTANT as required for CONSULTANT'S performance of its services and
will provide labor and safety equipment as reasonably required by CONSULTANT for such
access.
3.3 TIMELY REVIEW: The CITY will examine the CONSULTANTS studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the CONSULTANT of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information CONSULTANT shall be entitled to reasonably rely on such instructions
made by the CITY'S Representative unless otherwise directed in writing by the CITY, but
CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any
instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based
upon the CONSULTANT'S knowledge.
3.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available
solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its
duties and obligations under this Agreement or at law The CONSULTANT shall be entitled to
reasonably rely upon the accuracy and the completeness of such documents, services and
reports, but shall be responsible for exercising customary professional care in using and
reviewing such documents, services, and reports and drawing conclusions there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4 1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with
WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specific
Hourly Rates, attached hereto and incorporated herein by this reference. The estimated cost to
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perform this work, on a time spent basis, plus reimbursement for direct non -salary expenses is as
shown in Exhibit B.
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for CONSULTANT'S vehicles; meals and
lodging; laboratory tests and analyses; printing, binding and reproduction charges; all
costs associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT -related insurance and performance warranty costs, and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of
actual charges plus a reasonable markup, not to exceed ten percent (10%) and on the
basis of current rates when furnished by CONSULTANT. Estimated Direct Non -Salary
Expenses are shown in Exhibit B.
51.1.1 Travel costs, including transportatiion, lodging, subsistence, and incidental
expenses incurred by employees of the CONSULTANT and each of the
Subconsultants in connection with PROJECT WORK; provided, as follows
• That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for PROJECT WORK. CONSULTANT, whenever
possible, will use the least expensive form of ground transportation.
• That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars ($40) per day per person. This rate may be
adjusted on a yearly basis.
• That accommodation shall be at a reasonably priced hotel/motel.
• That air travel shall be by coach class, and shall be used only when
absolutely necessary.
5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class
postage, and FAX charges are not included in the direct expense costs, but are
considered included in the Schedule of Specific Hourly Billing Rates.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
CONSULTANTing, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%)
for services provided to the CITY through this Agreement. Estimated Subconsultant
costs are shown in Exhibit B.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed FIFTY-FIVE THOUSAND Dollars ($55,000). The CONSULTANT will
make reasonable efforts to complete the WORK within the budget and will keep CITY informed of
progress toward that end so that the budget or WORK effort can be adjusted if found necessary.
The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be
adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any
budget has been increased, the CONSULTANT'S excess costs expended prior to such increase
will be allowable to the same extent as if such costs had been incurred after the approved
increase, and provided that the City was informed in writing at the time such costs were incurred.
5.3 The CONSULTANT shall submit to the City's 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 CONSULTANT
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 determined by
the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such
invoices within thirty (30) days of receipt and upon approval of the WORK done and amount
billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice.
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CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and
withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a
subsequent invoice together with additional supporting information required.
5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty-first (61) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less; provided, however, that
no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment
a notice of dispute is issued in good faith by the CITY to the CONSULTANT pursuant to the terms
of RCW 39.76 020(4).
5.5 Final payment of any balance due the CONSULTANT for PROJECT services will be made within
forty-five (45) days after satisfactory completion of the services required by this Agreement as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the CONSULTANT 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 CONSULTANT from the operation of the
release in stated amounts to be set forth therein.
5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the CONSULTANT under this Agreement or
by law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure
or fault of the CONSULTANT to satisfactorily perform the PROJECT WORK as required under
this Agreement.
SECTION 6 RESPONSIBILITY OF CONSULTANT
6 1 The CONSULTANT shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, design, drawings, specifications,
reports, and other services furnished by the CONSULTANT under this Agreement. The
CONSULTANT shall, without additional compensation, correct or review any errors, omissions, or
other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
CONSULTANT shall perform its WORK according to generally accepted civil engineering
standards of care and consistent with achieving the PROJECT WORK within budget, on time,
and in compliance with applicable laws, regulations, and permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
CONSULTANT 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 CONSULTANT 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 CONSULTANT shall not hold itself out as, nor claim to be, an officer or
employee of CITY by reason hereof and will not make any claim, demand, or application to or for
any right or privilege applicable to an officer or employee of CITY. The CONSULTANT shall be
solely responsible for any claims for wages or compensation by CONSULTANT employees,
agents, and representatives, including subconsultants; and subcontractors, and shall save and
hold CITY harmless therefrom.
6.4 INDEMNIFICATION:
(a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected
officials, agents, officers, employees, agents and volunteers (hereinafter "parties
protected") from (1) claims, demands, liens, lawsuits, administrative and other
proceedings,(including reasonable costs and attorneys fees) and (2) judgments,
awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind
claimed by third parties arising out of, or related to any death, injury, damage or
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destruction to any person or any property to the extent caused by any negligent act,
action, default, error or omission or willful misconduct arising out of the
CONSULTANT'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 CONSULTANT, the
CONSULTANT shall at once cause the same to be dissolved and discharged by
giving bond or otherwise.
(b) CITY agrees to indemnify and hold the CONSULTANT 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 CONSULTANT 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 CONSULTANT and the CITY in
proportion to their relative degrees of negligence or willful misconduct and the right of
indemnity will apply for such proportion.
(d) Nothing contained in this Section or this Agreement shall be construed to create a liability
or a right of indemnification in any third party.
6.5 In any and all claims by an employee of the CONSULTANT, 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
CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability
benefit acts, or other employee benefit acts. The CONSULTANT specifically and expressly
waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been
mutually negotiated by the CONSULTANT and the CITY.
6.6 It is understood that any resident engineering or inspection provided by CONSULTANT is for the
purpose of determining compliance with the technical provisions of PROJECT specifications and
does not constitute any form of guarantee or insurance with respect to the performance of a
contractor CONSULTANT does not assume responsibility for methods or appliances used by a
contractor, for a contractor's safety programs or methods, or for compliance by contractors with
laws and regulations. CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the CONSULTANT'S
officers, principals, employees, agents, representatives, and consultants as additional insureds
on contractor's insurance policies covering PROJECT; exclusive of insurance for CONSULTANT
professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observation, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total PROJECT
cost and/or execution. These conditions and cost/execution effects are not the responsibility of
the CONSULTANT, to the extent that CONSULTANT has exercised the applicable and
appropriate standard of professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7 1 The general PROJECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and attachments. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
CONSULTANT within fifteen (15) days after execution of this Agreement. The performance dates
and budgets for tasks may be modified only upon written agreement of the 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
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CONSULTANT, but may be extended or increased by the CITY in the event of a delay caused by
special services requested by the CITY or because of unavoidable delay caused by any
governmental action or other conditions beyond the control of the CONSULTANT which could not
be reasonably anticipated.
7.2 Not later than the tenth (10) day of each calendar month during the performance of the
PROJECT, the CONSULTANT shall submit to the CITY'S Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the CONSULTANT
and subconsultants on each task, indicating a good faith estimate of the percentage completion
thereof on the last day of the previous month Additional oral or written reports shall be prepared
at the request of the CITY for presentation to other governmental agencies and/or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the CONSULTANT are instruments or service of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf
of the CITY without written permission of the CONSULTANT, which shall not be unreasonably
withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the CONSULTANT
and its officers, employees, subcontractors, and affiliated corporations from all claims, damages,
losses, and costs including, but not limited to, litigation expenses and attorneys fees arising out
of or related to such unauthorized reuse, change, or alteration; provided, however, that the
CONSULTANT will not be indemnified for such claims, damages, losses, and costs including,
without limitation, litigation expenses and attorney fees were caused by the CONSULTANT's own
negligent acts or omissions.
8.2 The CONSULTANT agrees that ownership of any plans, drawings, designs, specifications,
computer programs, technical reports, operating manuals, calculations, notes, and other WORK
submitted or which are specified to be delivered under this Agreement or which are developed or
produced and paid for under this Agreement, whether or not complete, shall be vested in the
CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by CONSULTANT
(hereinafter "Intellectual Property") as well as any modifications, updates or enhancements to said
Intellectual Property during the performance of the WORK remain the property of CONSULTANT,
and CONSULTANT does not grant CITY any right or license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied.
The CITY, or the CITY'S duly authorized representative, shall have access to such books,
records, documents, and other evidence for inspection, audit, and copying for a period of three
years after completion of the PROJECT. The CITY shall also have access to such books,
records, and documents during the performance of the PROJECT WORK, if deemed necessary
by the CITY, to verify the CONSULTANT'S WORK and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
9 3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access
to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for
an audit exit conference and an opportunity to comment and submit any supporting
documentation on the pertinent portions of the draft audit report and that the final audit report will
include written comments, if any, of the CONSULTANT.
9.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract
for WORK on the Project.
9.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be
inadequately substantiated shall be reimbursed to the CITY.
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SECTION 10 INSURANCE
10.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in
effect insurance to protect the City and the CONSULTANT from and against all claims, damages,
losses, and expenses arising out of or resulting from the performance of this Contract.
CONSULTANT shall provide and maintain in force insurance in limits no less than that stated
below, as applicable. The City reserves the rights t.o require higher limits should it deem it
necessary in the best interest of the public.
10.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by
the parties, CONSULTANT shall provide the City with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two
Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and
property damage, and Two Million Dollars ($2,000,000.00) general aggregate The
certificate shall clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect. Said policy shall be
in effect for the duration of this Contract. The policy shall name the City, its elected
officials, officers, agents, employees, and volunteers as additional insureds. The
insured shall not cancel or change the insurance without first giving the City thirty (30)
calendar days prior written notice. The insurance shall be with an insurance company
or companies rated A -VII or higher in Best's Guide and admitted in the State of
Washington.
10.1.2. Commercial Automobile Liability Insurance.
a. If CONSULTANT owns any vehicles, before this Contract is fully executed by the
parties, CONSULTANT shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
with a total liability limit of the limits required in the policy, subject to minimum
limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit
bodily injury and property damage. Automobile liability will apply to "Any Auto" and be
shown on the certificate.
b. If CONSULTANT does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Contract, which is
Section 10 1.1 entitled "Commercial General Liability Insurance".
c. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b.,
the required certificate of insurance shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Contract. The policy shall
name the City, its elected officials, officers, agents, employees, and volunteers as
additional insureds. The insured shall not cancel or change the insurance without first
giving the City thirty (30) calendar days prior written notice. The insurance shall be
with an insurance company or companies rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
10.1.3 Statutory workers' compensation and employer's liability insurance as required by state
law.
10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties,
CONSULTANT shall provide the City with a certificate of insurance as proof of
professional liability coverage with a total liability limit of the limits required in the
policy, subject to minimum limits of Two Million Dollars ($2,000,000 00) per claim,
and Two Million Dollars ($2,000,000.00) aggregate The certificate shall clearly state
who the provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
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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 on a claims made basis the coverage will continue in force for an additional two
years after the completion of this 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 officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected officials, officers,
principals, employees, representatives, and agents shall have no obligation for
payment of premiums because of being named as additional insureds under such
insurance. None of the policies issued pursuant to the requirements contained herein
shall be canceled, allowed to expire, or changed in any manner that affects the rights of
the City until thirty (30) days after written notice to the CITY of such intended
cancellation, expiration or change.
SECTION 11 SUBCONTRACTS
11 1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to
subcontract any portion of the WORK to be performed under this Agreement.
11.2 Any subconsultants or subcontractors to the CONSULTANT utilized on this PROJECT, including
any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The CONSULTANT 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 CONSULTANT subcontracting with any additional persons or firms for
the purpose of completing this Agreement.
11.4 The CONSULTANT shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 12 ASSIGNMENT
12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the
other, which consent will not be unreasonably withheld. It is expressly intended and agreed that
no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITY and CONSULTANT as to those
matters contained herein. No prior oral or written understanding shall be of any force or effect
with respect to those matters covered herein. This Agreement may not be modified or altered
except in writing signed by both parties.
SECTION 14 JURISDICTION AND VENUE
14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in Washington State If any part of
this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and
void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force
and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of
Washington
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINIATION
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15.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants
and subcontractors shall not discriminate in violation of any applicable federal, state and/or local
law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital
status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation,
and any other classification protected under federal, state, or local law. This provision shall
include but not be limited to the following. employment, upgrading, demotion, transfer,
recruitment, advertising, layoff or termination, rates of pay or other forms of compensation,
selection for training, and the provision of services under this Agreement. CONSULTANT
agrees to comply with the applicable provisions of State and Federal Equal Employment
Opportunity and Nondiscrimination statutes and regulations.
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the
WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK
under this Agreement if unforeseen circumstances beyond CONSULTANT's control are
interfering with normal progress of the WORK. CONSULTANT may suspend WORK on
PROJECT in the event CITY does not pay invoices when due, except where otherwise provided
by this Agreement. The time for completion of the WORK shall be extended by the number of
days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of
this Agreement are subject to renegotiation, and both parties are granted the option to terminate
WORK on the suspended portion of Project in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially
breaches its obligations under this Agreement and is in default through no fault of the terminating
party. However, no such termination may be effected unless the other party is given (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating
party before termination. Notice shall be considered issued within seventy-two (72) hours of
mailing by certified mail to the place of business of either party as set forth in this Agreement.
17.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the CONSULTANT is given (1) not
less than fifteen (15) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate; and (2) an opportunity for consultation with CITY before
termination.
17.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract
price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT
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 CONSULTANT'S breach. In such event, CITY
shall consider the amount of WORK originally required which was satisfactorily completed to date
of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY
at the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any
and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by
said default. This provision shall not preclude CITY from filing claims and/or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
17.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for
convenience, the adjustment pursuant to the Agreement shall include payment for services
satisfactorily performed to the date of termination, in addition to termination settlement costs the
CONSULTANT reasonably incurs relating to commitments which had become firm before the
termination, unless CITY determines to assume said commitments.
Page 9
17 5 Upon receipt of a termination notice under subsections 17 1 or 17.2 above, the CONSULTANT
shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2)
deliver or otherwise make available to CITY all originals of data,. drawings, specifications,
calculations, reports, estimates, summaries, and such other information, documents, and
materials as the CONSULTANT or its subconsultants may have accumulated or prepared in
performing this Agreement, whether completed or in progress, with the CONSULTANT retaining
copies of the same.
17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the
WORK to completion utilizing other qualified firms or individuals, provided, the CONSULTANT
shall have no responsibility to prosecute further WORK thereon.
17.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is
determined that the CONSULTANT has not so failed, the termination shall be deemed to have
been effected for the convenience of CITY. In such event, the adjustment pursuant to the
Agreement shall be determined as set forth in subparagraph 17.4 of this Section.
17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of
the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be
relieved of its obligations to complete performance under this Agreement without the concurrence
and written approval of CITY If CITY agrees to termination of this Agreement under this
provision, payment shall be made as set forth in subparagraph 17.3 of this Section.
SECTION 18 DISPUTE RESOLUTION
18.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute If either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
Page 10
SECTION 19 NOTICE
19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY City of Yakima
129 N. 2nd Street
Yakima, WA 98901
Attn: Brett Sheffield, PE
CONSULTANT: Toole Design Group
811 1st Avenue, Suite 500
Seattle, WA 98104
Attn: Kristen Lohse, ASLA
IN WITNE
resp-. tive authori
CI ' OF YAKIM
the parties hereto have caused this agreement to be executed by their
ntatives as of the day and year first above written.
Signa re
Printed Nam-:., f)V ( oatax, P d Name:---itnft;T:cr L. Too le—
Title: City Manager
Date: 4ec.A_
Title: Pre rfi4-
Date: 1'2 -fill Zo l l
City Contract No.
v'
.e%s. 1 y.
RESOLUTION NO.
Page 11
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that k ny 0) Coro rW es the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF
YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated
I—ILI—I-S
Seal or Stamp
KAARRE ALLYN
Notary Public
State of Washington
My Commission Expires
April 11, 2016
(Signature)
Title
at.ayye_ /L
Printed Name
My commission expires.
Page 12
EXHIBIT A
SCOPE OF SERVICES
Yakima Bicycle Master Plan
Task 1: Project Coordination and Administration
Task 1 includes the kick-off meeting to discuss on-going communication and coordination; identification
of key stakeholders and user groups; establishment of a project schedule for structured public,
stakeholder, and agency input; and establishment of procedures for data transfers. Based upon input,
Consultant will make necessary adjustments to the work plan and project schedule. Task 1 also includes
ongoing coordination and project administration.
Deliverable(s):
• Kick -Off Meeting
• Revised Work Plan and Schedule
• Ongoing Project Coordination
• Monthly Project Update and Invoice
Task 2: Review Existing Conditions; Establish Base Map, and Studv Network
Task 2 includes Consultant review of previous studies and existing policies that are pertinent to this
project, and evaluation and summarization of existing bicycling conditions in Yakima. This task also
includes Consultant working with the City's GIS staff to determine the extent and format of existing GIS
inventories and develop the GIS framework for this Plan. Consultant will review available GIS data and
develop the initial GIS base map for the project.
Consultant will develop an initial Study Network which will be used to initiate discussion among
stakeholders and guide field assessment efforts and network development. Using data from existing
conditions and GIS inventories and a high level remote assessment of roads across the Yakima as well as
the collective knowledge of desirable routes, existing facilities and significant barriers, the Study
Network will be developed.
Consultant will use the initial public engagement (see Task 3) to help define the Study Network.
Consultant will only include streets in the Study Network where specific issues requiring further
investigation have been identified by City staff, stakeholders or previous studies/plans.
Assumptions:
With the exception of existing bicycle facilities which will be verified when completing the field work, no
additional data collection is anticipated by the City or the Consultant. Depending on availability, the City
will provide the following data:
• Roadway (including current street centerlines, functional class, posted speed, etc.)
• Existing and planned bike lane and bike route locations
• Elementary, middle and high schools
• Higher education facilities
• Parks, trails, and greenways
• Significant tourism destinations
• Employment data or significant employment destinations, and other points of interest
Page 14
• ADTs for arterial and collector roadways
• Traffic signals
• Bus routes and stops
• Bicycle counts
• Bicycle parking inventory
• Location and severity of bike and pedestrian crashes
• Block group level demographic data,
• Topography/contours, Water bodies and other environmental features.
Deliverable(s):
• Memo Summarizing Existing Plans, Policies, and other Resources and their Relevance to
Developing and Adopting the Yakima Bicycle Master Plan
• GIS Base Map and Associated Database
• Study Network Map which includes Existing Facilities
Task 3: Public Engagement
Task 3 includes community outreach to strengthen community involvement in the plan.
Consultant will coordinate with City's Project Manager and the City of Yakima's Built Environment
Committee to identify ways to further engage the broader public; draft initial project vision, goals, and
objectives; identify key issues and opportunities for bicycling in Yakima; obtain guidance on study
network for bicycle elements; review findings; and confirm plan recommendations.
Consultant will create a user-friendly online interactive mapping tool where the public can provide
detailed information about specific issues; and the Consultant will utilize an online survey. The on-line
interactive mapping tool and survey will be completed early in the planning process, and will be used to
inform the Study Network map.
Consultant will conduct two public workshops to inform the community about the project, solicit
feedback about non -motorized travel in the Yakima area, and further develop goals and objectives for
the Plan.
Consultant will conduct up to three (3) focus groups or individual interviews with key stakeholders or
stakeholder groups. Consultant will attempt to schedule these interviews in coordination with field work
and meetings. These interviews may be conducted remotely via telephone or video conference.
Consultant will present the Plan to Yakima City Council to update these bodies on the Plan and its
recommendations and to solicit feedback.
Assumptions:
• The City will secure space for the two public meetings and will cover any costs
associated with the meetings such as rental of the space, chairs, tables, etc.
• The Consultant will be responsible for developing promotional materials for the public
meetings (e.g. press releases, announcements on websites, the City Facebook page and
neighborhood list serves, and flyers). The City will be responsible for publicizing the two
Page 15
public meetings (i.e. delivering and sending out the promotional materials developed by
the consultant).
Deliverable(s):
• Meet with the City of Yakima's Built Environment Committee up to four (4) Times (Up to
three (3) in Person—Others Via Conference Call)
• Develop and Manage Online Interactive Map and Brief Memo Summarizing Responses
• Develop Online Survey and Brief Memo Summarizing Responses
• Two Public Workshops
• One Presentation to Yakima City Council
Task 4: Develop Bicycle Master Plan
Task 4 includes Field Assessment and Plan Development. The Consultant will evaluate and refine the
Study Network based on field assessment segments within the Yakima street network that have high
potential or demand, and input from technical staff and the Built Environment Committee and the
public. The Plan will contain a feasible network of connected bicycle facilities that serve all parts of the
Yakima and provide a high level of comfort and sense of safety, a specific design solution for each
roadway segment in the network along with proposed roadway cross sections, a proposed method of
accomplishing the recommended design treatment, and identification of spot locations where specific
improvements are needed to address barriers to bicycle travel and create a connected system.
Consultant will develop an implementation plan that will consist of prioritization of recommended
improvements into immediate, short-term and long-term as well as planning -level cost estimates for
immediate and short-term recommendations. The Consultant will compile a draft and final plan.
Deliverable(s):
• Draft and final Bicycle Network Map* and Database
• Prioritized Project List with Planning Level Cost Estimates for immediate and short-term
recommendations*
• Implementation Strategy that Includes a Prioritized List of Improvements and Relative
Costs *
• Draft Plan in Print -Ready PDF Format and One Round of Revisions
• Final Plan in Print -Ready PDF Format, One Copy in Print Format, and One Round of Final
Revisions
*These items will be integrated into the Draft and Final Plan document.
Task 5: Facility Design and Maintenance Plan
Task 5 includes developing a maintenance plan and compiling facility design guide concepts based on
best practices and the latest national guidelines. This guidance will draw from and supplement guidance
and standards that are found in the AASHTO Guide for the Development of Bicycle Facilities, the NACTO
Guide for Urban Bikeways, the MUTCD the Highway Capacity Manual, and WSDOT standard designs,
where applicable. Design guidance will address signal detection and timing, lane widths, transitions
between facility types, intersection and roadway crossing treatments, and up to three other topics as
agreed upon (assumes graphic and narrative of up to two pages per topic area). The maintenance plan
Page 16
will identify annual and major maintenance needs along with a suggested maintenance schedules (e.g.
replacement frequency of bike symbols) along with anticipated costs.
Deliverable(s):
• Design Guidelines Document
• Maintenance Plan
*These items will be incorporated into the Final Plan document either as a separate chapter or an
appendix.
Direct Expenses
Toole Design Group has budgeted Travel, Copying and Printing,, and Postage Expenses as the costs of
completing the Study.
Total Costs:
Toole Design Group will complete the tasks outlined in the scope of work, including direct expenses, for
a fee not to exceed $54,531.
Ke v Personnel
Peter Lagerwey—Principal-In-Charge
Kristen Lohse, ASLA—Project Manager
Brian Lee— Deputy Project Manager and GIS Specialist
Kenneth Loen, PE—Senior Engineer
Alexandra (Zan) Frackleton – Planner
Lisa Enns – Planner
Bill Schultheiss, PE—Vice President and Senior Engineer
Adrian Witte, PE –Senior Engineer
Page 17
Exhibit B.Yakima Bicycle Master Plan
DRAFT Fee Proposal 11/21/14BillSchultheiss,PE&
Hourly Salary Rate
Overhead Mark-up (149.14%)
Fee (29.9%)
Loaded Rate
Principal in Charge
Pete Lagerwey
$ 60.78
$ 90.65
$ 18.17
$
$
$
$
Project Manager
Kristen Lohse
40.13
59.85
12.00
111.98
$
$
$
$
Deputy PM and GIS
specialist
Brian Lee
23.29
34.73
6.96
64.99
Planner
Zan Frackleton & others
$ 35.85
$ 53.47
$ 10.72
$
$
$
$
Senior Engineer
Kenneth Loen, PE
60.08
89.60
17.96
167.65
Senior Engineer
others
$ 58.65'
$ 87.47
$ 17.54
Expense
Hourly
Subtotals
Fee Subtotals
by line
$
169.60
$
100.04
$
163.66
TASK 1.0 Project Coordination and Administration
4
4
4
12
1,386
Kick-off meeting
Revised work plan and schedule
2
8
10
1,235
Ongoing Project Coordination
2
20
22
2,579
Subtotal Hours
8
32
4
0
0
0
44
Subtotal Cost $
1,357
$
3,583
$
260
$
$
-$
-
$ 5,200
TASK 2.0 Review of Existing Conditions, Establish Base Map, Study Network.
4
16
20
2,048
2.1 Review Existing Plan and Policy Framework
2.2 Develop GIS base map
4
16
20
1,488
2.3 Develop study network
2
8
32
2
44
3,650
Subtotal Hours
2
16
48
16
2
0
84
Subtotal Cost
$
339
$
1,792
$
3,119
$
1,601
$
335
$
$ 7,186
TASK 3.0 PUBLIC ENGAGEMENT
-.-'.."
3.1 Coordinate with advisory/technical committee
4
12
8
4
28
2,942
3.2 Interactive online map and survey
8
24
32
2,456
3.3 Public workshops and stakeholder meetings
10
36
24
16
86
8,888
3.4 Special presentations
16
8
24
2,312
Subtotal Hours
14
72
64
20
0
0
170
Subtotal Cost
$
2,374
$
8,062
$
4,159
$
2,001
$
-$
-
$ 16,597
TASK 4.0 Develo . Bic cle Master Plan
4.1 Field assessment and plan development
32
32
8
72
7,004
4.2 Implementation Plan and Cost Estimates
4
8
16
8
4
40
4,085
4.3 Compile draft and final plan
4
24
4
36
4
6
78
8,880
Subtotal Hours
8
64
44
16
6
138
Subtotal Cost
$
1,357
$
7,167
$
-
$
4,402
$
2,682
$
982
$ 16,589
TASK 5.0 Facility Design and Maintenance Plan
2
8
8
16
4
4
42
4,681
5.1 Compile facility design concepts
5.2 Develop maintenance plan
2
8
16
2
2
30
3,498
Sal Hours
4
16
32
6
6
64
f Subtotal Cost
DIRECT COSTS
$
678
$
1,792
$
-
$
3,201
$
1,006
$
982
$ 7,659
Wikimap
$ 300
$ 300
Mileage and Travel
$ 650
$ 650
Printing and Postage
$ 350
$ 350
Subtotal Cost
$ 1,300
$ 1,300
Total Hours
36
200
116
112
24
12
500
Total Fee
$
5,427 $
22,396
$
7,539
$
11,204
$
4,024
$
1,964
$ 54,531
FEE = $ 53,231
DIRECTS = $ 1,300
TOTAL CONTRACT $ 54,531
Labor Classification
Principal
Senior Engineer (Ken Loen, PE)
Senior Engineer
Project Manager
Planner
Deputy Project Manager
GIS Specialist
EXHIBIT "C"
SCHEDULE OF RATES
Toole Design Group
DSC Rate
$60.78
$60.08
$58.65
$40.13
$35.85
$23.29
$23.29
Page 18
OH Rate
149.14%
$90.65 $18.17 $169.60
$89.60 $17.97 $167.65
$87.47 $17.54 $163.66
$59.85 $12.00 $111.98
$53.47 $10.72 $100.04
$34.74 $6.96 $64.99
$34.74 $6.96 $64.99
Fee Max.
29.9% Rate
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 8.
For Meeting of: January 06, 2015
ITEM TITLE:
SUBMITTED BY:
SUMMARY EXPLANATION:
Resolution authorizing a Professional Services Agreement
with Toole Design Group, in an amount not to exceed
$55,000, for development of a Bicycle Master Plan for the
City of Yakima
Debbie Cook, PE, Director of Utilities and Engineering
Brett Sheffield, Chief Engineer - (509) 576-6797
The City needs to develop a Bicycle Master Plan in preparation for the upcoming
Comprehensive Plan Update. Needing a consultant to develop the Bicycle Master Plan, the
Engineering Division followed consultant selection guidelines and requested Statements of
Qualifications from five (5) selected consultants on the Municipal Research and Services Center
(MRSC) Professional Services Roster. The engineering division and others reviewed the
Statements of Qualifications submitted, interviewed the top there (3) firms and determined
Toole Design Group to be the most qualified to perform the required work. A Scope of Services,
along with the projected costs, have been discussed and agreed upon.
Resolution: X
Other (Specify):
Contract: X
Start Date:
Item Budgeted:
Funding Source/Fiscal
Impact:
Strategic Priority:
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
Ordinance:
Contract Term:
End Date:
Amount:
Arterial Streets Fund 142
City Manager
SUBMITTAL:
RECOMMENDATION:
Staff recommends approval of this resolution.
ATTACHMENTS:
Description
❑ Resolution Toole Design Gourp
❑ toole contract
Upload Date
12/17/2014
12/22/2014
Type
Cover Memo
Cover Memo