HomeMy WebLinkAboutEcoNorthwest - Professional Services Agreement DocuSign Envelope ID:5B08D183-C68B-42D3-9621-335F32DC4D97
PROFESSIONAL SERVICES AGREEMENT
FOR
PARKING FEASIBILITY ANALYSIS
THIS PROFESSIONAL SERVICES AGREEMENT, entered into on the date of last execution, between the City of Yakima,a
Washington municipal corporation ("City"),and EcoNorthwest, ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein,do hereby covenant and agree as follows:
1. Statement of Work
The minimum services(hereinafter referred to as"Services")that the Contractor will provide include services described in the
Scope of Work,which are attached as Exhibit A hereto and incorporated herein by this reference.
2. Compensation
The City agrees to pay the Contractor according to Exhibit A,attached hereto and incorporated herein,which Exhibit includes
the deliverables and payment schedule of itemized prices as listed in the Contractor's Proposal submittal at the time and in
the manner and upon the conditions provided for the Contract.
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date or at the completion of Services,whichever
occurs first.
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to
performance of the Services. Contractor shall not represent that it is,or hold itself out as, an agent or representative of City.
In no event shall Contractor be authorized to enter into any agreement or undertaking for,or on, behalf of City.
5. Successors and Assigns
a. Neither the City, nor the Contractor,shall assign,transfer,or encumber any rights,duties,or interests accruing
from this Contract without the prior written consent of the other.
b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby
agree to the full performance of all the covenants herein contained upon the part of the Contractor.
6. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be
surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of
public record or required by law to be made public, is confidential,and the Contractor will not, in whole or part, now or at any
time disclose that information without the express written consent of the City.
7. Inspection and Production of Records
a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the
City, but the making of(or failure or delay in making)such inspection or approval shall not relieve Contractor of
responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's
knowledge of defective or non-complying performance,its substantiality or the ease of its discovery. Contractor
shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to
the City. Contractor's records relating to the Services will be provided to the City upon the City's request.
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b. Contractor shall promptly furnish the City with such information and records which are related to the Services
of this Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the
compensation payable under this Contract, or for a longer period if required by law or by the Washington
Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the
City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records
which are related to the Services performed by Contractor under this Contract.
c, All records relating to Contractor's services under this Contract must be made available to the City, and the
records relating to the Services are City of Yakima records. They must be produced to third parties, if required
pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to
Contractor's services under this Contract must be retained by Contractor for the minimum period of time required
pursuant to the Washington Secretary of State's records retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the
City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other
materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the
Contractor shall deliver these materials to the City.
9. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable
laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body,whether federal,state,
local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now
exist or may hereafter be amended or enacted: Contractor shall procure and have all applicable and necessary permits,
licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges
and fees,and give all notices necessary and incidental to the due and lawful execution of the work.
Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and
local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and
incidental to the due and lawful execution of'the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay
all charges,fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration
number,as required in Title 85 RCW.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor
must have a current UBI number and not be disqualified from bidding on any public works contract under RCW
39.06,101 or 36.12.065(3).
d. Contractor must provide proof of a valid Washington Employment Security Department number as required by
Title 50 RCW.
e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to
qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that
any such corporation will prorrlptly`take all necessary measures to become authorized to conduct business in
the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the
contract, and in the event that the award is made, prior to conducting any business in the City.
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10. Nondiscrimination Provision
During the performance of this Contract,the,Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex,
age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the
presence of any sensory,mental or physical handicap in violation of the Washington State Law Against Discrimination(RCW
chapter 49.60)or the Americans with Disabilities Act(42 USC 12101 et seq.).
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.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules,
regulations, or orders,this Contract may be cancelled,terminated,or suspended in whole or in part and the Contractor may
be declared ineligible for any future City contracts.
11. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have
inquired about,discussed,or disclosed their own pay or the pay of another employee or applicant. However,employees who
have access to the compensation information of other employees or applicants as a part of their essential job functions cannot
disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation
information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation,
proceeding, hearing, or action, including an investigation conducted by the employer, or(c)consistent with the contractor's
legal duty to furnish information. ,
12. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and
appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all
liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and
regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts,
failures to act,errors or omissions of the Contractor,or any Contractor's agent or subcontractor,in performance
of this Agreement, except for claims caused by the City's sole negligence. The City's right to indemnification
includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of
the City.
b. If any suit,judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts
and/or omissions of both the Contractor and the City,or their elected or appointed officials,officers,employees,
agents, attorneys or volunteers,pursuant to this Contract, each party shall be liable for its proportionate share
of negligence for any resulting suit,judgment,action,claim,demand,damages or costs and expenses,including
reasonable attorneys'fees. ,
c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted;to it under the Washington State industrial insurance act, Title 51 RCW, solely
for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any
limitation on the amount of damages,compensation or benefits payable to or by any third party under workers'
compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that
its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose
acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of
this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions
brought by their respective employees.The Parties acknowledge that they have mutually negotiated this waiver.
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d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the
event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting
from the concurrent negligence of the Contractor and the City,the Contractor's liability, including the duty and
cost to defend,shall be only to the extent of the Contractor's negligence.
e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of
indemnification in any third party`
f. The terms of this Section shall survive any expiration or termination of this Contract.
13. Contractor's Liability Insurance
At all times during performance of the Services and this Contract,Contractor shall secure and maintain in effect insurance to
protect the City and Contractor from and against any and all claims,damages,losses,and expenses arising out of or resulting
from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that
stated below,as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest
of the public.
Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined
herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This
Certificate of insurance shall be provided to the City,prior to commencement of work.
Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a
deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain
such insurance.
The following insurance is required:
a. Commercial Liability Insurance
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Before this Contract is fully executed by be parties, Contractor shall provide the City with a certificate of insurance and
additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of One Million Dollars
($1,000,000.00) per occurrence, combined`single limit bodily injury and property damage, and One Million Dollars
($1,000,000.00)general aggregate. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate
of Insurance and Endorsements and the City,its elected and appointed officials,employees,agents,attorneys and volunteers
shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the
coverage amount,the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect
for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of
Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall
contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The
insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State
of Washington.The requirements contained herein,as well as City of Yakima's review or acceptance of insurance maintained
by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor
under this contract.
b. Automobile Liability Insurance
Before this Contract is fully executed by the'parties, Contractor shall provide the City with a certificate of insurance as proof
of automobile liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence. If
Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and
the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional
insureds for such higher limits. The certificate shall clearly state who the provider is,the coverage amount,the policy number,
and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The
certificate of insurance and additional insured endorsements shall name the City of Yakima,its elected and appointed officials,
employees,agents,attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will not cancel
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or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company
or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained
herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall
not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto
liability shall include Hired and Non-Owned coverage if necessary.
c. Employer's Liability(Stop Gap)
Contractor and all subcontractor(s)shall at alf times comply with all applicable workers'compensation,occupational disease,
and occupational health and safety laws,statutes,and regulations to the full extent applicable,and shall maintain Employer's
Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims
filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume
full liability for all claims arising from this Contract including claims resulting from negligent acts of all
subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of
subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility.
d. Professional Liability
The Contractor shall provide evidence of Professional Liability insurance covering professional errors and
omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a
minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property
damage, 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. The insurance shall be with
an insurance company or companies rated A-VD 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. If insurance is on a claims
made form, its retroactive date, and that of all subsequent renewals,shall be no later than the effective date of this Contract.
e. Umbrella Coverage
The Contractor shall maintain an Umbrella Insurance policy with limits of no less than Three Million Dollars($3,000,000.00).
The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed
officials,employees, agents, attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will
not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance
company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements
contained herein,as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to
and shall not in any manner limit or qualify,"a liabilities or obligations assumed by Contractor under this contract.
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Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this
Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the
Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs,or
other payments made by Contractor's insurance.
If at any time during the life of the Contract,or any extension, Contractor fails to maintain the required insurance in full force
and effect,all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may
be sufficient cause for the City to terminate the Contract.
14. Severability
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such
invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition
or application. To this end,the terms and conditions of this Contract are declared severable.
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15. Contract Documents
This Contract, Scope of work fo rpaid on-street parking feasibility analysis, including Exhibit A, constitute the Contract
Documents and are complementary. Specific Federal and State laws and the terms of this Contract,in that order respectively,
supersede other inconsistent provisions.These Contract Documents are on file in the Office of the City Clerk, 129 No.2nd St.,
Yakima,WA,98901,and are hereby incorporated by reference into this Contract.
16. Termination
Termination for Cause:
In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event
that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30
days of this notice.
In the event of the City breaches this Contract,the Contractor may terminate the Contract at its sole discretion in such event
that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days
of this notice.
The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor:
a. Defaults on an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
c. Files a petition in bankruptcy, becomes insolvent,or otherwise takes action to dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of Washington;
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non-procurement Contracts;
j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information,
proprietary,or containing Personally Identifiable Information;
I. Contractor performance threatens the health or safety of a City, County or municipal employee;or
Termination for Convenience:
The City may terminate the Contract,without cause, by providing 30 days written notice of termination.
In the event of termination for convenience,the Contractor shall be entitled to receive compensation for any fees owed under
the Contract.The Contractor shall also be compensated for partially completed services. In this event,compensation for such
partially completed services shall be no more than the percentage of completion of the services requested, at the sole
discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract.
Alternatively,at the sole discretion of the City,the Contractor may be compensated for the actual service hours provided.The
City shall be entitled to a refund for goods or services paid for but not received or implemented,such refund to be paid within
30 days of written notice to the Contractor requesting the refund.
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Change in Funding: In addition to the above termination provisions, if the funds upon which the City relied to establish this
Contract are withdrawn, reduced,or limited,or if additional or modified conditions are placed on such funding,the City may
terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be
effective on the date specified in the notice of termination.
17. Dispute Resolution
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 ofthe 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 the afore mentioned methods are either 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.
18. Re-Award
When the contract is terminated by the Contractor upon providing the written notice as herein required,the City, pursuant to
City ordinance, may re-award the contract to the'next most responsible Proposer within 120 days from original award.
When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract,or when the contract
is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most
responsible Proposer within 120 days from original award.
19. Substitution
The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment,signed
by the City Manager, or pursuant to Section 51 below entitled "Change or Notice". Any violation of this procedure by the
Contractor will be considered cause for immediate cancellation of the Contract for cause by the City.
20. Contractor Shall Furnish
Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be
required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and
supervision; and technical, professional and other services. All such services, products, property and other items furnished
or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under
this Contract are sometime collectively referred to in this Contract as the"(Services)."
21. Complementary Provisions
All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in
another shall be performed to the same extent as though required by all. Details of the services that are not necessary to
carry out the intent of this Contract, but that are hot expressly required,shall be performed or furnished by Contractor as part
of the services,without any increase in the compensation otherwise payable under this Contract.
22. Invoices
The City will use its best efforts to pay each of Contractor's invoices within thirty (30) days after the City's receipt and
verification thereof; provided, however,that all such payments are expressly conditioned upon Contractor providing services
hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the
invoice. To insure prompt payment,each invoice should cite purchase order number, RFQP number,detailed description of
work, unit and total price,discount term and,include the Contractor's name and return remittance address.
Contractor will mail invoices to the City at the following address:
City of Yakima
Attn: Cally Price
129 N 2nd Street
• Yakima,WA 98901
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23. Prime Contractor
Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all
contractual matters arising hereunder,including the performance of services and the payment of any and all charges resulting
from its contractual obligations.
24. Delegation of Professional Services
The services provided for herein shall be performed by Contractor,and no person other than regular associates or employees
of Contractor shall be engaged on such work or services. Contractor shall not(by contract, operation of law or otherwise)
delegate or subcontract performance, other than Rick Williams Consulting as outlined in Exhibit A, of any services to any
other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's
prior written consent shall be voidable at the City's option.
No delegation of subcontracting of performance of any of the services,with or without the City's prior written consent, shall
relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully
responsible for the performance, acts and,omissions of Contractor's employees, Contractor's subcontractors, and any other
person who performs or furnishes any services(collectively,the"Support").
Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to
performance of the services. Contractor shall not represent that it is, nor hold itself out as,an agent or representative of the
City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City.
Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees.
The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as
required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as
needed, and a separate set of books or records that reflect all items of income and expenses of the business that the
Contractor is conducting.
Contractor shall perform the services in a tiri eiy'manner and in accordance with the standards of the profession. At the time
of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in
accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the
services in accordance with its own methods.
25. Licenses
If applicable, Contractor shall have a valid and current business license per Chapter 5.52 of the Yakima Municipal Code
covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the
award of any contract. Inquiries as to fees,etc.,should be made to the Office of Code Administration,telephone(509)575-
6126.
In addition,Contractors may be required to beregistered by the State per Chapter 18.27 of the Revised Code of Washington
and, if required,their registration number must be listed on the bid/RFP/quote.
Contractor shall take all reasonable precautions to protect against any bodily injury(including death)or property damage that
may occur in connection with the services.
26. Removal of Subcontractor
If dissatisfied with the background, performance,and/or general methodologies of any subcontractor,the City may request in
writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the
subcontractor for any further work/services under this Contract.
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27. Taxes and Assessments
Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to
federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other
deductions from income which may be required by law or assessed against either party as a result of this Contract. In the
event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes
due.
The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax(currently at 8.3%). Tax will
not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any
sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into
consideration when determining the lowest responsible Proposer.
28. Contractor Tax Delinquency
Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington.
29. Inspection: Examination of Records
The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form
as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations
incurred or to be incurred in connection therewith,and any other matter are to be covered by this Agreement.
The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the
making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for
performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-
complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and
proper facilities and equipment for such inspection and free access to such facilities.
30. Recordkeeping and Record Retention
The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records
must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with
federal,state and local ordinances.
The City shall have the right to audit, review,examine, copy, and transcribe any pertinent records or documents relating to
any contract resulting from this proposal held by the Contractor. The Contractor will retain all documents applicable to the
contract for a period of not less than three(3)years after final payment is made.
31. Confidential,Proprietary and Personally Identifiable Information
Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the
limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there
under. Contractor shall hold all Confidential Infprmation in confidence, and shall not disclose such Confidential Information
to any persons other than those directors,officers, employees,and agents("Representatives")who have a business-related
need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have
been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this
Contract.
Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality
of the Confidential Information while in its possession or control including transportation,whether physically or electronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information
shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If
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requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of
confidentiality to any tangible materials within its possession that contain Confidential Information of the City,as directed.
Contractor shall maintain all Confidential Information as confidential for a period of three(3)years from the date of termination
of this Contract,and shall return or destroy said Confidential Information as directed by the City in writing.
Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such
disclosure is required under law or a court order,provided that the City shall be given prompt written notice of such proceeding
if giving such notice is legally permissible.
32. Suspension of Work
The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen
circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend,in
writing by certified mail,all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's
control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event
the City does not pay invoices when due,except where otherwise provided by this Agreement. The time for completion of
the Service shall be extended by the number of days the Service 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 the
Service on the suspended portion of Project in accordance with Section 16.
33. Provision of Services
The Contractor shall provide the services set forth herein with all due skill,care, and diligence, in accordance with accepted
industry practices, standards and legal requirements, and to the City's satisfaction;the City decision in that regard shall be
final and conclusive. The City may inspect, observe and examine the performance of the services performed on the City
premises at any time. The City may inspect;observe and examine the performance of Contractor's services at reasonable
times,without notice,at any other premises.
a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from
the Contract requirements for any reason, other than as a result of the City's default or negligence, the
Contractor shall,at its own expense, reschedule and perform the services correctly within such reasonable time
as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in
equity.
b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted
Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform
all of its obligations in accordance with all legal requirements and City work rules.
34. Assignment
This Contract,or any interest herein,or claim hereunder,shall not be assigned or transferred in whole or in part by Contractor
to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an
assignment is granted,then the assignee shall assume all duties,obligations, and liabilities of Contractor stated herein.
35. No Conflict of Interest
Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest,direct or
indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants
that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract.
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36. Contract Preservation
If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of
competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this
Agreement shall remain in full force and effect.
37. Promotional Advertising I News Releases
Reference to or use of the City,any of its departments,agencies or other subunits,or any official or employee for commercial
promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City.
Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the
contracting agency.
38. Time is of the Essence
Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision
of the services within the time agreed or on a date specified herein.
39. Expansion clause
Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally
offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as the
listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both
parties agree.
40. Patent Infringement
The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in
accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe
any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought
against the City(provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it)for
any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs,
damages, and profits recoverable in any such suit.
41. Warranty
Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this
contract are warranted against defects by the Proposer for one (1)year from date of receipt, are new,conform strictly to the
specifications herein, are merchantable, good workmanship,free from defect, are fit for the intended purpose of which such
goods and services are ordinarily employed and if a particular purpose is stated in a Special Condition, the goods are then
warranted as for that particular purpose. Contractor further warrants that no violation of any federal,state or local law,statute,
rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation or use of any
other goods. Contractor's warranties (and ,any more favorable warranties, service policies, or similar undertaking of
Contractor)shall survive delivery, inspection, and acceptance of the goods or services.
42. Access and Review of Contractor's Facilities
The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or Contractor's
Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions.
43. Facility Security
The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does not perform
his/her duties in a professional manner,or who violates the secure facility's security rules and procedures. The City reserves
the right to search any person, property,or article entering its facilities.
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44. Waiver of Breach
A waiver by either party hereto of a breach of'the other party hereto of any covenant or condition of this Contract shall not
impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency,delay or failure of either
party to insist upon strict performance of any agreement,covenant or condition of this Contract,or to exercise any right herein
given in any one or more instances,shall not be construed as a waiver or relinquishment of any such agreement, covenant,
condition or right.
45. Integration
This Contract represents the entire understanding of the City and Contractor 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 Contract may
not be modified or altered except in writing signed by both parties.
46. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God,fire,strikes,epidemics,pandemics,war,riot,delay
in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or
actual delay. Normally, in the event or any such delays (acts of God,etc.)the date of delivery will be extended for a period
equal to the time lost due to the reason for delay.
47. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
•
48. Venue
The venue for any judicial action to enforce.or interpret this Contract shall lie in a court of competent jurisdiction in Yakima
County,Washington.
49. Authority
The person executing this Contract,on behalf of Contractor, represents and warrants that he/she has been fully authorized
by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms,performances and provisions
of this Contract.
50. Notice of Change in Financial Condition
If,during the Contract Term,the Contractor experiences a change in its financial condition that may affect its ability to perform
under the Contract,or experiences a change of ownership or control,the Contractor shall immediately notify the City in writing.
Failure to notify the City of such a change in;financial condition or change of ownership or control shall be sufficient grounds
for Contract termination.
51. Change or Notice
Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed
by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the
general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be
made.
In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly
executed amendment.
Notice of Business Changes: Contractor,shall notify the City in writing within three (3) business days of any change in
ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in
writing as soon as possible,and in no event later than three(3)business days,after any decision by the Contractor to change
or discontinue service that will affect services provided to the City under this Contract.
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The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate
a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the
Contractor's duties hereunder,or renders performance,enforcement or compliance with the totality of the Contract impossible,
patently unreasonable,or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent
to the parties at their addresses as follows:
TO CITY: TO CONTRACTOR:
Bob Harrison Cindy O'Connell
City Manager Head of Operations&Finance
City of Yakima ECO Northwest
129 North 2nd Street 222 SW Columbia St#1600
Yakima WA, 98901 Portland OR,97201
52. Survival
The foregoing sections of this Contract, 1-51 inclusive, shall survive the expiration or termination of this Contract in
accordance with their terms.
IN WITNESS WHEREOF,the parties hereto execute this Contract as of the day and year first above written.
•
CITY OF YAKIMA ECO NORTHWEST
r—DocuSigned by:
—DocuSigned by;
rotit,vf Rcu lSbla, (Arat,i � wt
By:
`—uuzsebbbbauuaau
City Manager
4/29/2022 4/27/2022
Date: Date:
CITY CONTRACT NO:'O 2 07 1
Lorelei Juntunen
RESOLUTION NO: 11/(A
Att 1/4\ `:MP...,.. •;name)
City Clerk ‘\ WASN�c,C'_'
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EXH►BIT A
Scope of Work Deliverables and Fee Schedule
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ECONorthwest
ECONOMICS • FINANCE • PLANNING
DATE: April 13, 2022
TO: City of Yakima
FROM: ECONorthwest and Rick Williams Consulting
SUBJECT: Scope of work for paid on-street parking feasibility analysis
The City of Yakima is interested in analysis regarding the feasibility of paid on-street and off-
street parking in its downtown area. Below and attached please find a proposed scope of work,
with the analysis primarily conducted by Rick Williams Consulting and ECONorthwest
providing project management, expert review, and policy support.
ECONorthwest: Project Management and Review
ECONorthwest will provide project management, including coordinating up to three meetings
between the City and Rick Williams Consulting. ECONorthwest will also review the data
analysis and financial modeling prior to the City's review.
Rick Williams Consulting Data Collection Methodology, Data Analysis, Financial
Modeling
Rick Williams consulting will develop a data collection methodology for the City to implement,
enter and analyze data, and develop a financial model.This work is further summarized in the
Attachment A: Supplemental Scope Proposal (On-street occupancy and expense/revenue
assessment).
Budget Et Schedule
The total budget for all work is$13,460 as outlined below. Work will be completed at a
mutually agreed-upon schedule. •
HOURS BY TASK TOTALS
Task 1 Task 2 Task 3 Task 4
Labor Expenses Protect
Management 6 Financial
$/Hour Meeting Methodology Data Analysis Modeling Hours $ %of Budget
ECONorthwest
Sarah Ernrnans 225 4, t 0 0 2 6 $1,350
Michelle Anderson 150 8 • 0 2 0 10 $1.500 I -'
Sub-Total 12• 0 2 2 16 $2,850 21%
Subconsultant 1 Firm
Rick Williams Consulting $1,110 $1,000 $4,750 $3.750 0 $10.610 79%
Sub-Total $1,110; $1,000 $4,750 $3,750 0 $10,610 79%
Totals by Task Task1 Task2 Task3 Task4 Totals Summar of Expenses
Total Labor $2,100 $0 $300 $450 Labor $13,460 100%1
Direct Expense $0 $0 $0 $0 Non-Labor $0 0%
Total ay Tasa $2.,190 $0 $300 $450 1
%of Total Budget ` 16% 0% 2% 3% Bud et $13,460 100%i
ECONorthwest
ECONorthwest I Portland I Seattle i Los Angeles I Eugene I Bend I Boise I econw.com 1
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RWC
Attachment A: Rick Williams Consulting Scope of Work
Yakima Washington
Yakima Garage Feasibility Study
Supplemental Scope Proposal (On-street occupancy and expense/revenue assessment)
BACKGROUND AND PROJECT ROLE
ECO Northwest(ECONW) is currently conducting a Parking Garage Feasibility Analysis for the City of
Yakima. Rick Williams Consulting (RWC) is a sub-contractor to that process, assisting ECONW in its
feasibility assessment.
During this assessment, the City of Yakima has expressed an interest in learning more about current
usage of its downtown on-street parking system, both in terms of occupancy and the potential revenue
generation associated with a pay to park format on-street.
The City has recent occupancy data for on-street parking, collected by internal city staff and sees this
data as a foundation for an occupancy and revenue feasibility study. Initial discussions between the City
and the ECONW/RWC team noted areas of additional data collection that would likely be necessary to
supplement the base data the City has assembled. This would include ensuring that all on-street block
faces have been identified (a preferred study area) and that hours of collection and days of collection
would be available to support an accurate revenue assessment. The City has indicated that moving
forward, additional data collection could again be provided using City staff, enforcement personnel or
local volunteer/interns. RWC would then provide data entry, data analysis, and expense/revenue
forecasting for a hypothetical transition to a paid on-street parking environment.
Rick Williams Consulting (RWC) is proposing to assist the City in successfully completing this effort. RWC
will:
• Provide a methodological approach for collecting occupancy data in concert with the City and its
"data collection team."
• Enter data assembled by the City into RWC's data base to create occupancy summaries and heat
maps for all hours of data collection.
• Use data findings to developani,enense/revenue forecast for implementation of an on-street
pay to park program.
- The forecast would convert occupancy findings to revenue hours and assign assumed hourly
parking charges (e.g., $1,00, $1.25. and $1.50) to those hours.
- Factor for seasonality, working with the City to determine all model key assumption inputs.
- Factor for cost of equipment, installation, internal administrative burden, credit card fees,
warranties, and other factors of on-going operation.
- Provide research, technical assistance, and advice to the City to elevate understanding of
the range of issues, challenges and strategies that could be initiated.
RWC is qualified to provide these services, having conducted similar preliminary financial assessments
for other municipal agencies throughout the Pacific Northwest.'
' Examples include the cities of Salem and Portland,OR,and Everett,Leavenworth,Olympia,Seattle,Tacoma and
Vancouver,WA,as well as Ventura and Santa Monica,CA.
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RWC
Attachment A: Rick Williams Consulting Scope of Work
Specific RWC tasks(and cost estimates) are provided below. Time will be billed on a per hour basis with
a not to exceed limit.
TASKS
A. Development/Coordinating Data Collection Methodology. RWC will work with the City to
develop a data collection methodology by City staffed data collection team(s). RWC will provide
maps and data collection templates to the City to ensure compatibility with RWC's data base
system for data entry and analysis.
Estimated budget: $1,000
Deliverable: Methodology and data collection maps and templates.
B. Data Entry: RWC will receive completed data collection templates from the City and enter all
data into RWC's parking occupancy data base for modeling and analysis.
Estimated budget: $1,500
Deliverable: Complete data base of occupancy by block face and for City lots.
C. Data Summary. RWC will develop a brief data summary that includes summary of the parking
inventory, occupancy graphs by time of data and comparatives to data collection days (e.g.,
weekday/weekend) and heat maps for all data collection hours.
Estimated budget: $3,250
Deliverable: Data siar»i-nary report
D. Financial Modeling, Develop cost and expense proforma models to determine base costs for
development of an on-street paid parking environment in the downtown and its gross and net
revenue potential to determine'the feasibility of paid parking-gross cost to net revenue
potential.
Estimated budget: $3,750
Deliverable: Paid Parking(On-street) Financial Feasibility Summary
Costs include modeling up tol3`pi`oforma concepts. RWC will use parking usage data and
E. Meetings with City and ECONW Team. The Consultant will be available for up to 3 meetings
with the City to review findings, adjust model assumptions and inputs. Meetings would be held
remotely via Microsoft Teams and/or Zoom.
Estimated budget: $1,110
Deliverable: Revised feasibility model drafts.
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RWC
Attachment A: Rick Williams Consulting Scope of Work
CONSULTANT HOURLY RATES
Consultant hourly rates are as follows!
Rick Williams (Principal) $185/hr.
Owen Ronchelli (Senior Associate) $165/hr.
Pete Collins (Associate) $150/hr.
William Reynolds (Associate) $150/hr.
Connor Williams (Mapping/Research) $90/hr.
Michael Vasbinder(Field Tech/Data) $90/hr.
BUDGET
RWC proposes a not to exceed contract agreement of$10,610. This includes work to the satisfaction of
the City for Tasks A- E as specified and'described above.
SCHEDULE
The Consultant will work with the City'and ECONW t to establish a reasonable schedule for materials
review, meetings, analyses, and development of final products.
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