HomeMy WebLinkAboutR-2014-153 Yakima Central Plaza Engineering Services Agreement with Huibregtse, Louman Associates, Inc. For City of Yakima Use Only
Contract No ,20/5 l AGREEMENT
Project No. BETWEEN
Resolution No. .)0/ y - /-S-5 CITY OF YAKIMA, WASHINGTON
SOQ No.
AND
HUIBREGTSE, LOUMAN ASSOCIATES, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this / '3' —day of Apo ( , 2015, by and
between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY," and Huibregtse, Louman Associates,
Inc (HLA), with its principal office at 2803 River Road, Yakima, WA 98902, hereinafter referred to as
"ENGINEER," said corporation and its principal engineers are licensed and registered to do business in the
State of Washington, and will provide design engineering services under this Agreement for the Yakima
Central Plaza project on behalf of the City of Yakima, Project No , herein referred to as the
"PROJECT "
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and
construction of the PROJECT, as described in this AGREEMENT and subsequent Amendments thereto,
and
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and that
it has no conflicts of interest prohibited by law from entering into this AGREEMENT,
NOW, THEREFORE, CITY and ENGINEER agree as follows
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the AGREEMENT
SECTION 2 SCOPE OF SERVICES
2 0 1 ENGINEER agrees to perform those services described hereafter Unless modified in
writing by both parties, duties of ENGINEER shall not be construed to exceed those
services specifically set forth herein
2 0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign
Michael T Battle, PE, as Principal -in- Charge throughout the term of this AGREEMENT
unless other personnel are approved by the CITY.
2 1 Basic Services ENGINEER agrees to perform those tasks described in EXHIBIT A — SCOPE OF
SERVICES (WORK) which is attached hereto and made a part of this AGREEMENT as if fully set
forth herein.
2.2 Additional Services. CITY and ENGINEER agree that not all WORK to be performed by
ENGINEER can be defined in detail at the time this AGREEMENT is executed, and that additional
WORK related to the PROJECT and not covered in EXHIBIT A may be needed during performance
of this AGREEMENT CITY may, at any time, by written order, direct the ENGINEER to revise
portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of
the PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the
PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services "
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2 2 1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or
time required for, performance of any services under this AGREEMENT, a contract price
and /or completion time adjustment pursuant to this AGREEMENT shall be made and this
AGREEMENT shall be modified in writing accordingly.
2 2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ENGINEER according to the provisions set forth in EXHIBIT A — SCOPE OF
SERVICES, attached hereto and incorporated herein by this reference, and if so
authorized, shall be considered part of the PROJECT WORK. The ENGINEER shall not
perform any Additional Services until so authorized by CITY and agreed to by the
ENGINEER in writing (an email will be considered as written authorization)
2 3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the date
of the ENGINEER's receipt of the written notification of change
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY - FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S
possession relating to the ENGINEER'S services on the PROJECT including information on any
pre- existing conditions known to the CITY that constitute hazardous waste contamination on the
PROJECT site as determined by an authorized regulatory agency or qualified professional.
3.2 ACCESS TO FACILITIES AND PROPERTY The CITY will make its facilities reasonably
accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide
labor and safety equipment as reasonably required by ENGINEER for such access
3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings,
specifications, proposals, and other documents, obtain advice of an attorney, insurance counselor,
accountant, auditor, bond and financial advisors, and other consultants as CITY deems
appropriate, and render in writing decisions required of CITY in a timely manner Such
examinations and decisions, however, shall not relieve the ENGINEER of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession
3 4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
AGREEMENT CITY'S Representative shall have complete authority to transmit instructions and
receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by
the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall
be responsible for bringing to the attention of the CITY'S Representative any instructions which the
ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S
knowledge
3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely
as additional information to the ENGINEER and will not relieve the ENGINEER of its duties and
obligations under this AGREEMENT or by law. The ENGINEER shall be entitled to reasonably rely
upon the accuracy and the completeness of such documents, services and reports, but shall be
responsible for exercising customary professional care in using and reviewing such documents,
services, and reports and drawing conclusions therefrom
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4 1 In signing this AGREEMENT, CITY grants ENGINEER specific authorization to proceed with
WORK described in EXHIBIT A. The time for completion is defined in EXHIBIT A, or as amended
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SECTION 5 COMPENSATION
51 COMPENSATION ON A LUMP SUM BASIS: For the services described in EXHIBIT A,
compensation shall be on a lump sum basis in the amount of Fourteen Thousand Six Hundred
Dollars ($14,600)
5 2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT
shall not exceed the amount set forth in Section 5 1 above The ENGINEER will make reasonable
efforts to complete the WORK within the budget and will keep CITY informed of progress toward
that end so that the budget or WORK effort can be adjusted if found necessary The ENGINEER
is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY
obligated to pay the ENGINEER beyond these limits When any budget has been increased, the
ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent
as if such costs had been incurred after the approved increase, and provided that the CITY was
informed in writing at the time such costs were incurred
5 3 The ENGINEER shall submit to 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 ENGINEER shall submit with
each invoice a summary of time expended on the PROJECT for the current billing period, copies
of subconsultant invoices, and any other supporting materials determined by CITY necessary to
substantiate the costs incurred CITY will use its best efforts to pay such invoices within thirty (30)
days of receipt and upon approval of the WORK done and amount billed CITY will notify the
ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in
an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such
item(s) The ENGINEER may resubmit such item(s) in a subsequent invoice together with
additional supporting information required
5 4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the
unpaid balance shall accrue beginning with the sixty -first (61) day at the rate of 1 0% per month or
the maximum interest rate permitted by law, whichever is less; provided, however, that no interest
shall accrue pursuant to Chapter 39 76 RCW when before the date of timely payment a notice of
dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW
39 76 020(4).
5 5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty -
five (45) days after satisfactory completion of the services required by this AGREEMENT as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the ENGINEER of a release of all known payment claims
against CITY arising under or by virtue of this AGREEMENT, other than such payment claims, if
any, as may be specifically exempted by the ENGINEER from the operation of the release in stated
amounts to be set forth therein
5 6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the ENGINEER under this AGREEMENT or by
law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or
fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this
AGREEMENT.
SECTION 6 RESPONSIBILITY OF ENGINEER
6 1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy,
timely completion, and the coordination of all plans, design, drawings, specifications, reports, and
other services furnished by the ENGINEER under this AGREEMENT. The ENGINEER shall,
without additional compensation, correct or review any errors, omissions, or other deficiencies in
its plans, designs, drawings, specifications, reports, and other services The ENGINEER shall
perform its WORK according to generally accepted civil engineering standards of care and
consistent with achieving the PROJECT WORK within budget, on time, and in compliance with
applicable laws, regulations, and permits
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6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports,
and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER
of responsibility for the technical adequacy, completeness, or accuracy of its WORK and the
PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be
construed to operate as a waiver of any rights under this AGREEMENT or at law or any cause of
action arising out of the performance of this AGREEMENT
6 3 In performing WORK and services hereunder, the ENGINEER and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any manner
whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or employee of
CITY by reason hereof and will not make any claim, demand, or application to or for any right or
privilege applicable to an officer or employee of CITY The ENGINEER shall be solely responsible
for any claims for wages or compensation by ENGINEER employees, agents, and representatives,
including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom.
6 4 INDEMNIFICATION.
6.4 1 ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected
officials, agents, officers, employees, agents, and volunteers (hereinafter "parties
protected ") from (1) claims, demands, liens, lawsuits, administrative and other
proceedings (including reasonable costs and attorney's fees), and (2) judgments,
awards, losses, liabilities, damages, penalties, fines, costs, and expenses of any
kind claimed by third parties arising out of, or related to any death, injury, damage
or destruction to any person or any property to the extent caused by any negligent
act, action, default, error or omission or willful misconduct arising out of the
ENGINEER's performance under this AGREEMENT. In the event that any lien is
placed upon the CITY's property or any of the CITY's officers, employees or agents
as a result of the negligence or willful misconduct of the ENGINEER, the
ENGINEER shall at once cause the same to be dissolved and discharged by giving
bond or otherwise
6 4.2 CITY agrees to indemnify, defend, and hold the ENGINEER harmless from loss,
cost, or expense of any kind claimed by third parties, including without limitation
such loss, cost, or expense resulting from injuries to persons or damages to
property, caused solely by the negligence or willful misconduct of the CITY, its
employees, or agents in connection with the PROJECT.
6.4 3 If the negligence or willful misconduct of both the ENGINEER and the CITY (or a
person identified above for whom each is liable) is a cause of such third party
claim, the loss, cost, or expense shall be shared between the ENGINEER and the
CITY in proportion to their relative degrees of negligence or willful misconduct and
the right of indemnity will apply for such proportion.
6 4 4 Nothing contained in this Section or this AGREEMENT shall be construed to create
a liability or a right of indemnification in any third party
6 5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this AGREEMENT shall not be limited in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER
or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other
employee benefit acts
6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the
purpose of determining compliance with the technical provisions of PROJECT specifications and
does not constitute any form of guarantee or insurance with respect to the performance of a
contractor ENGINEER does not assume responsibility for methods or appliances used by a
contractor, for a contractor's safety programs or methods, or for compliance by contractors with
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laws and regulations CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEER'S officers,
principals, employees, agents, representatives, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
professional liability
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
ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard
of professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7 1 The general 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
ENGINEER 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 ENGINEER, but
may be extended or increased by the CITY in the event of a delay caused by special services
requested by the CITY or because of unavoidable delay caused by any governmental action or
other conditions beyond the control of the ENGINEER which could not be reasonably anticipated
7.2 Not later than the tenth (10) day of each calendar month during the performance of the PROJECT,
the ENGINEER shall submit to the CITY'S Representative a copy of the current schedule and a
written narrative description of the WORK accomplished by the ENGINEER and subconsultants on
each task, indicating a good faith estimate of the percentage completion thereof on the last day of
the previous month Additional oral or written reports shall be prepared at the request of the CITY
for presentation to other governmental agencies and /or to the public.
SECTION 8 REUSE OF DOCUMENTS
8 1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT There
shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the
CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and
will be at the CITY's sole risk The CITY agrees to indemnify the ENGINEER and its officers,
employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs
including, but not limited to, litigation expenses and attorney's fees arising out of or related to such
unauthorized reuse, change, or alteration, provided, however, that the ENGINEER will not be
indemnified for such claims, damages, losses, and costs including, without limitation, litigation
expenses and attorney fees caused by the ENGINEER's own negligent acts or omissions
8 2 The ENGINEER agrees that ownership of any plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
or which are specified to be delivered under this AGREEMENT or which are developed or produced
and paid for under this AGREEMENT, whether or not complete, shall be vested in the CITY
8 3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter
"Intellectual Property ") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER
does not grant CITY any right or license to such Intellectual Property
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SECTION 9 AUDIT AND ACCESS TO RECORDS
9 1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and other
evidence directly pertinent to performance of the WORK under this AGREEMENT in accordance
with generally accepted accounting principles and practices consistently applied The CITY, or the
CITY'S duly authorized representative shall have access to such books, records, documents, and
other evidence for inspection, audit, and copying for a period of three years after completion of the
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 ENGINEER'S
WORK and invoices
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency
9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to
records pursuant to this section provided that the ENGINEER is afforded the opportunity for an
audit exit conference and an opportunity to comment and submit any supporting documentation on
the pertinent portions of the draft audit report and that the final audit report will include written
comments, if any, of the ENGINEER.
9 4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the PROJECT
9 5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY
SECTION 10 INSURANCE
10 1 At all times during performance of the services, ENGINEER shall secure and maintain in effect
insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this AGREEMENT ENGINEER
shall provide and maintain in force insurance in limits no less than that stated below, as
applicable The CITY reserves the rights to require higher limits should it deem it necessary in the
best interest of the public
10 1.1 Commercial General Liability Insurance. Before this AGREEMENT is fully executed
by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000 00) per occurrence combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000 00) general aggregate The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this AGREEMENT The policy shall name the CITY, its elected officials,
officers, agents, employees, and volunteers as additional insureds The insured shall
not cancel or change the insurance without first giving the CITY thirty (30) calendar days
prior written notice The insurance shall be with an insurance company or companies
rated A -VII or higher in Best's Guide and admitted in the State of Washington.
10.1.2 Commercial Automobile Liability Insurance.
10 1.2 1 If ENGINEER owns any vehicles, before this AGREEMENT is fully executed by
the parties, ENGINEER shall provide the CITY with a certificate of insurance as
proof of commercial automobile liability insurance and commercial umbrella
liability insurance with a total liability limit of the limits required in the policy,
subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence
combined single limit bodily injury and property damage Automobile liability will
apply to Any Auto" and be shown on the certificate
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101.2.2 If ENGINEER does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this AGREEMENT,
which is Section 10 1 1 entitled "Commercial General Liability Insurance "
10.1 2 3 Under either situation described above in Section 10 1.2 1 and Section 10 1.2.2 ,
the required certificate of insurance shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this
AGREEMENT The policy shall name the CITY, its elected officials, officers,
agents, employees, and volunteers as additional insureds The insured shall not
cancel or change the insurance without first giving the CITY thirty (30) calendar
days prior written notice The insurance shall be with an insurance company or
companies rated A -VII or higher in Best's Guide and admitted in the State of
Washington
10 1 3 Statutory workers' compensation and employer's liability insurance as required by state
law.
10.1 4 Professional Liability Coverage. Before this AGREEMENT is fully executed by the
parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of
professional liability coverage with a total liability limit of the limits required in the policy,
subject to minimum limits of Two Million Dollars ($2,000,000 00) per claim, and Two
Million Dollars ($2,000,000 00) aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this
AGREEMENT. The insured shall not cancel or change the insurance without first giving
the CITY thirty (30) calendar days prior written notice. The insurance shall be with an
insurance company or companies rated A -VII or higher in Best's Guide If the policy is
written on a claims made basis the coverage will continue in force for an additional two
years after the completion of this AGREEMENT.
Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the CITY, its officers, employees, agents, and
representatives there under The CITY and the CITY'S elected officials, officers,
principals, employees, representatives, and agents shall have no obligation for payment
of premiums because of being named as additional insureds under such insurance
None of the policies issued pursuant to the requirements contained herein shall be
canceled, allowed to expire, or changed in any manner that affects the rights of the CITY
until thirty (30) days after written notice to the CITY of such intended cancellation,
expiration or change
SECTION 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this AGREEMENT
11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT, including any
substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld Each subcontract shall be subject to review by the CITY'S Representative,
if requested, prior to the subconsultant or subcontractor proceeding with the WORK. Such review
shall not constitute an approval as to the legal form or content of such subcontract. The ENGINEER
shall be responsible for the architectural and engineering performance, acts, and omissions of all
persons and firms performing subcontract WORK.
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11 3 CITY hereby authorizes the ENGINEER to subcontract with the following persons or firms for the
purpose of completing this AGREEMENT.
• HBB Landscape Architecture
• Conley Engineering, Inc.
• GN Northern, Inc.
11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK completed
by subconsultants and subcontractors during the preceding month and copies of all invoices
thereto
SECTION 12 ASSIGNMENT
12 1 This AGREEMENT is binding on the heirs, successors and assigns of the parties hereto This
AGREEMENT may not be assigned by CITY or ENGINEER without prior written consent of the
other, which consent will not be unreasonably withheld It is expressly intended and agreed that no
third party beneficiaries are created by this AGREEMENT, and that the rights and remedies provided
herein shall inure only to the benefit of the parties to this AGREEMENT
SECTION 13 INTEGRATION
13 1 This AGREEMENT represents the entire understanding of CITY and ENGINEER as to those
matters contained herein No prior oral or written understanding shall be of any force or effect with
respect to those matters covered herein This AGREEMENT may not be modified or altered except
in writing signed by both parties
SECTION 14 JURISDICTION AND VENUE
141 This AGREEMENT shall be administered and interpreted under the laws of the State of
Washington Jurisdiction of litigation arising from this AGREEMENT shall be in Washington State.
If any part of this AGREEMENT is found to conflict with applicable laws, such part shall be
inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this
AGREEMENT shall be in full force and effect. Venue of all disputes arising under this
AGREEMENT shall be Yakima County, State of Washington.
SECTION 15 EQUAL EMPLOYMENT AND NONDISCRIMINATION
15 1 During the performance of this AGREEMENT, ENGINEER and ENGINEER's subconsultants and
subcontractors shall not discriminate in violation of any applicable federal, state and /or local law or
regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any
other classification protected under federal, state, or local law This provision shall include but not
be limited to the following employment, upgrading, demotion, transfer, recruitment, advertising,
layoff or termination, rates of pay or other forms of compensation, selection for training, and the
provision of services under this AGREEMENT ENGINEER agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this
AGREEMENT if unforeseen circumstances beyond CITY'S control are interfering with normal
progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the
WORK under this AGREEMENT if unforeseen circumstances beyond ENGINEER's control are
interfering with normal progress of the WORK. ENGINEER may suspend WORK on PROJECT in
the event CITY does not pay invoices when due, except where otherwise provided by this
AGREEMENT. The time for completion of the WORK shall be extended by the number of days
WORK is suspended If the period of suspension exceeds ninety (90) days, the terms of this
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AGREEMENT are subject to renegotiation, and both parties are granted the option to terminate
WORK on the suspended portion of the 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 171 of this Section, CITY may terminate this
AGREEMENT for its convenience, in whole or in part, provided the ENGINEER is given (1) not
less than fifteen (15) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate, and (2) an opportunity for consultation with CITY before
termination.
17 3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price
pursuant to the AGREEMENT shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the
time of termination may be adjusted to the extent of any additional costs or damages CITY has
incurred, or is likely to incur, because of the ENGINEER'S breach In such event, CITY shall
consider the amount of WORK originally required which was satisfactorily completed to date of
termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at
the date of termination and the cost to CITY of completing the WORK itself or of employing another
firm to complete it. Under no circumstances shall payments made under this provision exceed the
contract price In the event of default, the ENGINEER agrees to pay CITY for any and all damages,
costs, and expenses whether directly, indirectly, or consequentially caused by said default. This
provision shall not preclude CITY from filing claims and /or commencing litigation to secure
compensation for damages incurred beyond that covered by contract retainage or other withheld
payments
17 4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience,
the adjustment pursuant to the AGREEMENT shall include payment for services satisfactorily
performed to the date of termination, in addition to termination settlement costs the ENGINEER
reasonably incurs relating to commitments which had become firm before the termination, unless
CITY determines to assume said commitments
17 5 Upon receipt of a termination notice under subsections 17 1 or 17 2 above, the ENGINEER shall
(1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver
or otherwise make available to CITY all originals of data, drawings, specifications, calculations,
reports, estimates, summaries, and such other information, documents, and materials as the
ENGINEER or its subconsultants may have accumulated or prepared in performing this
AGREEMENT, whether completed or in progress, with the ENGINEER retaining copies of the
same.
17 6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK
to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no
responsibility to prosecute further WORK thereon
17 7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined
that the ENGINEER has not so failed, the termination shall be deemed to have been effected for
the convenience of CITY In such event, the adjustment pursuant to the AGREEMENT shall be
determined as set forth in subparagraph 17 4 of this Section
17 8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the
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ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its
obligations to complete performance under this AGREEMENT without the concurrence and written
approval of CITY If CITY agrees to termination of this AGREEMENT under this provision, payment
shall be made as set forth in subparagraph 17 3 of this Section
SECTION 18 DISPUTE RESOLUTION
18 1 In the event that any dispute shall arise as to the interpretation of this AGREEMENT, or in the event
of a notice of default as to whether such default does constitute a breach of the AGREEMENT, and
if the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute If either of the afore mentioned methods are not
successful then any dispute relating to this AGREEMENT shall be decided in the courts of Yakima
County, in accordance with the laws of Washington If both parties consent in writing, other
available means of dispute resolution may be implemented
SECTION 19 CONFLICT OF INTEREST
19.1 Interest of Members of City No member of the governing body of the CITY and no other officer,
employee, or agent of the CITY who exercises any functions or responsibilities in connection with
the planning and execution of this AGREEMENT shall have any personal financial interest, direct
or indirect, in this AGREEMENT, and the ENGINEER shall take appropriate steps to assure
compliance
19.2 Interest of Other Public Officials No member of the governing body of the locality and no other
public official of such locality who exercises any functions or responsibilities in connection with the
planning and execution of this AGREEMENT shall have any personal financial interest, direct or
indirect, in this AGREEMENT, and the ENGINEER shall take appropriate steps to assure
compliance
19 3 Interest of the Engineer and Employees The ENGINEER covenants that it presently has no
interest and shall not acquire interest, direct or indirect, in the study area or any parcels therein or
any other interest which would conflict in any manner or degree with the performance of its services
hereunder The ENGINEER further covenants that in the performance of this AGREEMENT, no
person having such interest shall be employed
SECTION 20 NOTICE
20 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
Attn: Brett Sheffield, PE, Chief Engineer
129 N Second Street
Yakima, WA 98902
ENGINEER. Huibregtse, Louman Associates, Inc (HLA)
Attn: Jeffrey T Louman, PE, President
2803 River Road
Yakima, WA 98902
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their
respective authorized officers or representatives as of the day and year first above written
CITY OF YAKIMA 7 -. HUIBREGTSE, LOUMAN ASSOCIATES, INC
C & 9e",<C4771."-444—...... .� Si gns ure Sign
Printed Name 1 un� �� ?..c., ��'�2 Printed Name Jeffrey T. Louman
Title C.x\ stNnA-v-s}A in, L�Z Title President
Date k - \ Date iii- e /I s
Attest , . ' I i ;r i *� } , N
- a t 1� t
City Clerk f I � ■ . i
J i • t I •
7 , � i � * S
City Contract No 2 ti /s - 0 /, ' +, ' i f
, f , e
G� tx���' *
Resolution No -2) /s - / 6
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STATE OF WASHINGTON
ss
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that / ) yy 0 /C v /4_-.6 is the person
who appeared before me, and said person acknowledged that He signed this instrument, on oath stated
that he was authorized to execute the instrument, and acknowledged it as the ('v 4 g -i z,� of
the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and /p urposes mentioned
in the instrument.
Dated / 3 - _5
Seal or Stamp J/
• J
(Signature)
KAARRE ALLYN A of i y"
Notary Public Title
State of Washington
4 My Commission Expires � } �l
April 11, 2016
Printed Name
My commission expires V /-- /1 - C / (e.'
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STATE OF WASHINGTON
ss
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Jeffrey T. Louman, PE is the
person who appeared before me, and said person acknowledged that he /she signed this instrument, on
oath stated that he /she was authorized to execute the instrument, and acknowledged it as the
President of Huibregtse, Louman Associates, Inc. to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated ae r l l IO 2.0i5
Seal or Stamp
(Signa e)
ao fa
```` ����ti S //' Title
; Printed Name
•
idly Comm. Expires
=• 01/28/2017 :O` My commission expires nq_Y1l.Lcu 2.1 2.01?
P U
,, WASn``
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EXHIBIT A
SCOPE OF WORK
YAKIMA CENTRAL PLAZA
HLA Project No. 15066S
The scope of work shall include the furnishing of all services, labor, materials, equipment, supplies, and
incidentals necessary to conduct and complete the work as indicated hereinafter All of the work shall be
completed by May 1, 2015, for a lump sum fee of $14,600 00
SCOPE OF WORK
A. HLA will field survey the area for the new City of Yakima Central Plaza as shown on the attached
map The survey will include locating building corners, elevations, site improvements, and utilities
within the project area Underground utilities shown will be based on tone marks provided by the
local "call before you dig" locating service, observed evidence of surface features such as
manholes and valves, and available record drawings. No excavation work is planned to locate
underground utilities
B HLA will prepare a topographic survey map of the area showing the field located site
improvements and topography
C HLA will provide six (6) paper copies of the survey and an AutoCAD file.
D It is our understanding a title report for the property will be provided to HLA to check for
easements of record
ADDITIONAL SERVICES
For services not included in the Scope of Work, the CITY may request the ENGINEER complete
additional services, as mutually agreed, at the rates in affect at the time of service.
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