HomeMy WebLinkAboutSPVV Landscape Architects - Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT
FOR
12212Q LANDSCAPE ARCHITECTURE—NACHES PARKWAY
THIS PROFESSIONAL SERVICES AGREEMENT, entered into this I day of May, 2022, between the City of Yakima, a
Washington municipal corporation("City"), and SPVV Landscape Architects, ("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 RFQ
12212Q 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 B, 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. The City may, at its option, extend the Contract
on a month-to-month basis for up to twelve(12)additional months. Contract extensions shall be automatic, and shall go into effect
without written confirmation, unless the City provides advance notice of the intention to not renew.
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.
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,
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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 promptly 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.
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.).
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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 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.
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
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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.
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.
The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional
insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars($2,000,000.00)
per occurrence,combined single limit bodily injury and property damage,and Two Million Dollars($2,000,000.00)general aggregate.
If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the
City, its elected and appointed officials,employees,agents,attorneys and volunteers shall be named as additional insureds for such
higher limits. The certificate shall clearly state who the provider is, the coverage amount, the 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 Two Million Dollars ($2,000,000.00) 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 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 all 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
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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-VII
or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two
years after the completion of this contract. 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.
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.
15. Contract Documents
This Contract, the Request for Qualifications&Proposals No. 12212Q Landscape Architecture—Naches Parkway Scope of Work,
conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with Yakima City documents)constitute
the Contract Documents and are complementary. Specific Federal and State laws and the terms of this Contract, in that order
respectively,supersede other inconsistent provisions.These Contract Documents are on file in the Office of the Purchasing Manager,
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;
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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.
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 of the contract, and if the parties hereto cannot mutually settle such differences, then the
parties shall first pursue mediation as a means to resolve the dispute. If 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 52 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)."
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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 not expressly required, shall be performed or furnished by Contractor as part of the services, without
any increase in the compensation otherwise payable under this Contract.
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
City Manager's Office
129 N 2nd Street
Yakima,WA 98901
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 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 timely 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 5.02 Section 5.02.010 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)575-6121.
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In addition, Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their
registration number must be listed on the bid/RFP/quote.
Contractor shall take all reasonable precautions 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.
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 Information 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.
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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 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. 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.
35. 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.
12212Q Landscape Architecture Services—Naches Parkway Page 9 of 17
36. 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.
37. 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.
38. 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.
39. Time is of the Essence
Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the
services within the time agreed or on a date specified herein.
40. 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.
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. 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.
43. Integration
This Contract, along with the City of Yakima's RFQ 12212Q Landscape Architecture Services — Naches Parkway and the
Contractor's response to the Request for Qualifications("RFQ"), 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.
44. 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.
12212Q Landscape Architecture Services—Naches Parkway Page 10 of 17
45. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
46. 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.
47. 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.
48. 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.
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 OF YAKIMA: COPY TO: TO SPVV LANDSCAPE ARCHITECTS:
Bob Harrison Maria Mayhue Tom Sherry
City Manager Purchasing Manager Principal
129 North 2nd Street 129 North 2nd Street 1908 W. Northwest Blvd, Suite A
Yakima WA,98901 Yakima,WA 98901 Spokane,WA 99205
49. Survival
The foregoing sections of this Contract, 1-48 inclusive,shall survive the expiration or termination of this Contract in accordance with
their terms.
12212Q Landscape Architecture Services—Naches Parkway Page 11 of 17
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA SPW LANDSCAPE ARCHITECTS
aq1/-WIA-41:er—
By: JGa/l A-a/6
City Manager
Date:mCLu j 1 j a- - Date: 5 q . ' 7--
CITY CONTRACT NO:R a)-08I
RESOLUTION NO: 6/C'A. / l&i4/AS V- P L J 02‘ /p,
(Print name)
a 11l
City Clerk ' /* Qv
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12212Q Landscape Architecture Services-Naches Parkway Page 12 of 17
EXHIBIT A
RFQ Specifications
(Separate Attachment)
12212Q Landscape Architecture Services—Naches Parkway Page 13 of 17
EXHIBIT B
Deliverables and Payment Schedule of Itemized Prices
S PVV
May 2,2022
Maria Mayhue,CPPO,CPPB
City of Yakima
Purchasing Division
129 N.Second Street
Yakima,WA 98901
RE: City of Yakima Naches Parkway,12212Q,Revised Proposal
Good afternoon,Maria--
Once again,thank you for the opportunity to prepare this proposal for the Naches Parkway project. I have
revised our scope of services per your emailed comments of April 29th which are reflected in the attached
update.
The attached scope of work addresses the project from the inventory and analysis phase through the
construction document phase. I have streamlined the design process to provide'preliminary design'which
combines 'schematic design' and 'design development', and then would progress into the construction
document phase, significantly reducing design fees due to the simple nature of the proposed design. I
have removed'bidding and award'and'construction administration from the scope,and retained permitting.
Our proposal is prepared in 'short form' format, for inclusion as an attachment to the City consultant
agreement. Please contact me with any questions or comments.
With best regards,
Tom Sherry,
President
SPW Landscape Architects
I908 W.Northwest Boulevard,Suite A I Spokane,WA 99205 I P:509.325.0511 I F:509.325.0557 I www.spw.com
12212Q Landscape Architecture Services—Naches Parkway Page 14 of 17
Project Understanding:
We understand that the scope of work for this project includes the creation of landscape and irrigation plans
for two landscaped islands on the Naches Parkway through normal phases of design. We will provide an
inventory and base plans of the project area, design alternatives, landscape and irrigation design
documents, technical specifications and construction details for the project; and drawings, details and
technical specifications for site furnishings elements. We will coordinate with City of Yakima
representatives to determine utility availability in the area. equipment and materials preferred by the City,
and assistance during permitting as described below. The design is intended to be very basic, with a
decorative fence, low-maintenance landscaping,and will retain the existing irrigation system or components
thereof if possible.
Landscape Architect's Basic Services
Inventory and Analysis
• Meet with Client to discuss and update the Project's design program, regulatory requirements, budget and
schedule. (In person meeting).
• Review applicable building and zoning codes, project specific codes,covenants and restrictions,and utility
availability.
• Using satellite imagery and measurements completed by SPVV in the field,we will prepare base mapping
that will serve as the drawing background for preparation of design concepts and construction documents.
We will inventory the conditions of perimeter curbing and pavements adjacent to the project; trees and
landscaping in the area, and locations of surface features including utilities and site furnishings. We will
prepare a drawing, coordinated with City resources, illustrating approximate utility locations in the area.
This document will serve as the basis for the design and construction document package for the project.
•Anticipated deliverables: Overall inventory of the project area; approximate locations of existing utility
services as provided by the City of Yakima; scaled and dimensioned base plan of the project area.
Preliminary Design Phase
• Prepare Preliminary Design concept drawings that illustrate the scale and relationship of the Project
components including options for pedestrian access/seating spaces on the islands; decorative pedestrian
fencing; surface treatments including rock mulch and cobble; landscaping, and irrigation. We anticipate
two concepts for review and comment by the city.
• Present design concepts to City representatives in a workshop format; discuss possible modifications.
and provide final design concept for approval. (In person meeting)
•Anticipated deliverables: Overall landscape concepts including initial hardscape and plant selections;
surfacing/covering options (rock mulch/cobble, etc.); fencing options: initial cut sheets for irrigation
equipment, plant material, etc.; probable cost of construction.
Construction Documents Phase
• Formalize the approved Preliminary Design Documents into Construction Documents for a single
construction phase that details the Project's construction requirements including: overall site plan; traffic
control requirements; demolition/clearing plans and notes; irrigation plans, site furnishing plans and details,
site landscaping plans; construction details: and project general and technical specifications to be
coordinated with City of Yakima general conditions, bid forms. contract requirements. etc. Schedules will
be provided and will include estimated quantities of all new materials for the project, such as rock cobble
and rock mulch, weed barrier fabric, plant material, topsoil as needed. fencing, and irrigation.
•Anticipated submittals: 50%, 90%and 100%submittals to be used for coordination, permitting. and project
costing. Additionally,a Release for Construction/Conformed set will be provided.A submittal for permitting
will include required calculations for code compliance.
i 908 W. Northwest Boulevard, Suite A I Spokane,WA 99205 I P:509.325.0511 I F:509.325.0557 I%vww.spw.corn
Permitting
The nature of this project is more of landscape maintenance than an extensive public works type project,
which may impact the permitting process. We are currently researching what permits may be required for
the work within the scope.
•Assist in permit application,coordination of review comments,revisions to design drawings. This line item
is identified separately regarding fees.
Construction Procurement Phase
• Not included at this time.
Construction Phase
• Not included at this time.
Additional Services
•Additional services are not expected at this time. Additional Services and associated Fees are not a part
of the proposed fee schedule for this agreement unless confirmed in writing. Additional services may
include the following:
•Alternative Cost Studies over and above project costing included in the basic scope of services.
•Energy-and Life-Cycle Cost Analysis
•Commissioning and Training
•Value Engineering participation and implementation over and above scope items as previously
identified within.
•Travel, over and above site visits, project meetings and workshops over and above scope items as
previously identified within.
•Preparation and administration of landscape maintenance specifications and observing maintenance
operations beyond 90 days after Substantial Completion.
•Separate bid and construction packages, over and above scope items as previously identified within.
•Professional Liability Insurance coverage over$1 million.
Excluded Services
• Excluded Services are not a part of Landscape Architect's Basic or Additional Services and are the
responsibility of others. Excluded Services include, but are not limited to, the following: investigation and
testing of surface and subsurface conditions; soil nutrient testing, geotechnical evaluation and soil
chemistry; soils compaction; signage; lighting and the design of security components. SPVV does not
complete and does not subcontract for Level 2 or Level 3 Environmental Audits.
Landscape Architect agrees to provide its professional services in accordance with generally accepted
standards of its profession as mandated by the State of Washington.
Estimated Schedule and Project Budget
• Landscape Architect shall render its services as expeditiously as is consistent with professional skill and
care. During the course of the Project, anticipated and unanticipated events may impact the Project
schedule and/or Project budget. Client acknowledges that significant changes to the Project or construction
schedule or budget, or the Project's scope may require Additional Services of the Landscape Architect.
SPVV is prepared to begin work upon authorization with the goal of completing construction documents for
the work by late Spring / early Summer, 2022 for bidding and construction in 2022. Probable costs of
construction have not been completed at this time, but will be prepared during the preliminary design effort
and reviewed with the City. .
Compensation and Payments
We would propose the following design fees for the various sections of the scope of work.We have broken
up the fee proposal into the Inventory and Analysis through Construction Document phase, as an hourly,
122 1908 W. Nlorthw.vest Boulevard, Suite A t Spokane.WA 99205 i P:509.325.051 I IF:509.325.0557 I www.spiv.com
not-to-exceed fee: also provided services related to Permitting on an hourly basis. Estimated expenses
are listed as a reimbursable expense.
Inventory and Analysis through Construction Documents: S17,195, representing approximately
150 staff hours.
Permitting: (hourly, estimated): $2,400, representing approximately 18 staff hours.
Estimated Expenses: $500
Additional Services: As presented at a later date.
Standard hourly rates:
Principal $150
Landscape Architect $125
Landscape Designer $115
Irrigation Designer $105
Clerical $75
• Reimbursable Expenses are included in the above Fee schedule; are generally subject to a multiple of
1.1% and include, but are not limited to: reproduction, postage, and handling of documents; authorized
travel; and Client requested renderings and models.
• Landscape Architect shall bill Client for Basic and Additional Services and Reimbursable Expenses once
a month. All payments are due Landscape Architect upon receipt of invoice.An amount equal to 1.5% per
month will be charged on all amounts due more than 90 days after the date of invoice.
Respectfully submitted,
e� 1 Cry c p- uF (, (I J,
Thomas C. Sherry' Client Nam , Firm
CA in/tI
President Title
May 2, 2022 Date
1908 W.Northwest Boulevard, Suite A Spokane.WA 99205 I P:509.325.0511 I F:509.325.0557 I www.spvv.com