HomeMy WebLinkAboutR-1994-099 Gray and Osborne, Inc.A RESOLUTION
RESOLUTION NO. R-94- 99
authorizing the City Manager and City Clerk of the City of Yakima
to execute a professional services agreement between the City of
Yakima and Gray and Osborne, Inc.
WHEREAS, the City of Yakima desires surveying, geotechnical, traffic
engineering, and environmental services for the 18th Street/Chalmers Improvement
Study; and
WHEREAS, the City does not have staffing levels or specialized expertise
necessary required for said services; and
WHEREAS, Gray and Osborne, Inc. has the experience and expertise necessary
and is willing to perform said services for said project in accordance with the terms
and conditions of the attached agreement; and
WHEREAS, the City Council has determined that it is in the best interest of the
City to contract with Gray and Osborne, Inc. to utilize their expertise in accordance
with the terms of the attached agreement, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized and directed to execute
the attached and incorporated professional services agreement with Gray and
Osborne for the purposes of obtaining surveying, geotechnical, traffic engineering,
and environmental services for the 18th Street/Chalmers Improvement Study.
ADOPTED BY THE CITY COUNCIL this 19th day of July , 1994.
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ATTEST: Mayor
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City Clerk
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AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
GRAY AND OSBORNE INC.
FOR PROFESSIONAL SERVICES
y THIS AGREEMENT, made and entered into on this 6 day of
\0 G , 1994, by and between the City of Yakima, Washington with principal
office 129 N. Second Street, Yakima, Washington 98901, hereinafter referred to as
"CITY", and Gray and Osborne, Inc. with principle offices at 107 South Third Street,
Yakima WA 98901 and which corporation and its principal engineers performing this
Agreement are licensed and registered to do business in the state of Washington, hereinafter
referred to as "ENGINEER", for Surveying, Geotechnical, Traffic Engineering, and
Environmental services herein called the "PROJECT".
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering
services for planning described in this Agreement and Amendments thereto; and
WHEREAS, ENGINEER represents that it has available and offers to provide
personnel with expertise and experience necessary to satisfactorily accomplish the work
within the required time and that it has no conflicts of interest prohibited by law from
entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual coventants, promises,
and agreements set forth herein, it is agreed by and between the CITY and ENGINEER as
follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ENGINEER agrees to perform those services described hereafter. Unless
modified in writing by both parties, duties of ENGINEER shall not be construed to exceed
those services specifically set forth herein.
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2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and
shall assign Brent Denham as Project Engineer and Tom Coleman as Principal -in -Charge and
Project Manager throughout the term of this Agreement unless other personnel are approved
by the CITY.
2.1 Basic Work/Services
ENGINEER agrees to perform the work outlined under task descriptions in Exhibit A,
entitled "City of Yakima 18th Street, Riverside, Chalmers, and Beech Scope of Work and
Budget Estimates," which is attached and hereby incorporated into this Agreement.
2.2 Additional Work/Services
During the term of this Agreement, the CITY and ENGINEER may mutually agree upon
additional work/services to be performed by ENGINEER with respect to the PROJECT;
provided, however, that before performing any such additional work/services, ENGINEER
must receive CITY'S written authorization to perform such additional work/services. Any
such additional work/services shall be governed by the terms and conditions of this
Agreement and shall be incorporated herein as additional exhibits.
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost
of, or time required for, performance of any services under this Agreement, a contract price
and/or completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services will be negotiated by the
CITY and the ENGINEER according to the provisions set forth in Exhibit A and if so
authorized shall be considered part of the PROJECT WORK.
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30)
days from the date of receipt by the ENGINEER of the written notification of change or of
providing services related to an asserted change, whichever is earliest.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA
The CITY will provide to the ENGINEER all technical data in the CITY'S possession
relating to and reasonably necessary for ENGINEER'S performance of this Agreement, and
including information on any pre-existing conditions known by the CITY to constitute
hazardous waste contamination under applicable state and/or federal law.
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3.2 TIMELY REVIEW
The CITY will examine the ENGINEER'S studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner.
Such examinations and decisions, however, shall not relieve the ENGINEER of any
contractual obligations nor of its duty to render professional services meeting the standards of
care for its profession.
3.3 CITY REPRESENTATIVE
The CITY shall appoint a City's Representative with respect to WORK to be performed
under this Agreement. Said Representative shall have complete authority to transmit
instructions and receive information. ENGINEER shall be entitled to reasonably rely on
such instructions made by the said Representative unless otherwise directed in writing by the
CITY, but ENGINEER shall be responsible for bringing to the attention of the
Representative any instructions which the ENGINEER believes are inadequate, incomplete or
inaccurate based upon the ENGINEER'S knowledge.
3.4 CITY PROVIDED DOCUMENTS/SERVICES
Any documents, services, and reports provided by the CITY to the ENGINEER are available
solely as additional information to the ENGINEER and will not relieve the ENGINEER of its
duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to
reasonably rely upon the accuracy and the completeness of such documents, services and
reports, but shall be responsible for exercising customary professional care in using and
reviewing such documents, services and reports and drawing conclusions therefrom.
SECTION 4 TERM OF AGREEMENT
The term of this Agreement shall commence upon execution of the Agreement and, unless
terminated by either party in accordance with Section 19, shall conclude upon satisfactory
completion of all work/services required hereunder by the ENGINEER.
SECTION 5 COMPENSATION
5.1 PROFESSIONAL SUBCONSULTANTS. Professional Subconsultants are those costs for
engineering, management consulting, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the basis
of 1.00 times the actual costs billed by the Professional Subconsultant for services provided
to the CITY through this Agreement.
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5.2 In consideration of the ENGINEER'S performance of all work, services, terms and
conditions of this Agreement, the CITY agrees to pay ENGINEER in accordance with this
budgetary amount set forth in Exhibit A. Unless specifically authorized in writing by the
CITY, said payment amount shall not exceed thirty-nine thousand, eight hundred and eighty-
six dollars ($39,886.00). The ENGINEER will make reasonable efforts to complete the
WORK within the budget and will keep CITY informed of progress toward that end so that
the budget or WORK effort can be adjusted if found necessary. The ENGINEER is not
obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY
obligated to pay the ENGINEER beyond these limits. When any budget has been increased,
the ENGINEER'S excess costs expended prior to such increase will be allowable to the same
extent as if such costs had been incurred after the approved increase, and provided that the
City was informed in writing at the time such costs were incurred.
5.3 The ENGINEER will use its best efforts to submit to the City's Representative by the
10th day of each calendar month an invoice for payment for PROJECT services completed
through the accounting cut-off day of the previous month. Such invoices shall be for
PROJECT services and WORK performed and costs incurred prior to the date of the invoice
and not covered by previously submitted invoices. The ENGINEER shall submit with each
invoice a summary of time expended on the PROJECT for the current billing period, copies
of subconsultant invoices, and any other supporting materials determined by the City
necessary to substantiate the costs incurred. CITY will use its best efforts to pay such
invoices within thirty (30) days of receipt and upon approval of the WORK done and amount
billed. CITY will notify the ENGINEER promptly if any problems are noted with the
invoice. CITY may question any item in an invoice, noting to ENGINEER the questionable
item(s) and withholding payment for such item(s). The ENGINEER may resubmit such
item(s) in a subsequent invoice together with additional supporting information required.
Copies of all invoices submitted by the authorized subcontractors, associates or
subconsultants shall be submitted to CITY and will follow the same format as that of the
ENGINEER.
5.4 If payment is not made within sixty (60) days following receipt of approved invoices,
interest on the unpaid balance shall accrue beginning with the sixty-first (61) day at the rate
of 1.0% per month or the maximum interest rate permitted by law, whichever is less,
provided however, that no interest shall accrue pursuant to Chapter 39.76 RCW when before
the date of timely payment a notice of dispute is issued in good faith by the CITY to the
ENGINEER pursuant to the terms of RCW 39.76.020(4).
5.5 Final payment of any balance due the ENGINEER for PROJECT services will be
made within forty-five (45) days after satisfactory completion of the work and services
required by this Agreement as evidenced by written acceptance by CITY and after such audit
or verification as CITY may deem necessary and execution and delivery by the ENGINEER
of a release of all known claims against CITY arising under or by virtue of this Agreement,
other than such claims, if any, as may be specifically exempted by the ENGINEER from the
operation of the release in stated amounts to be set forth therein.
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5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or
release by CITY of any claims, right or remedy it may have against the ENGINEER under
this Agreement or by law, nor shall such payment constitute a waiver, remission or discharge
by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT
WORK as required under this Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy
and accuracy, timely completion and the coordination of all plans, design, drawings,
specifications, reports and other services furnished by the ENGINEER under this Agreement.
The ENGINEER shall, without additional compensation, correct or review any errors,
omissions or other deficiencies in its plans, designs, drawings, specifications, reports and
other services. The ENGINEER shall perform its WORK according to generally accepted
architectural and engineering standards of care and consistent with achieving the PROJECT
WORK within budget, on time and in compliance with applicable laws, regulations and
permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs,
specifications, reports, and incidental WORK or services furnished hereunder shall not in any
way relieve the ENGINEER of responsibility for the technical adequacy, completeness or
accuracy of its WORK and the PROJECT WORK. CITY'S review, approval or payment for
any of the services shall not be construed to operate as a waiver of any rights under this
Agreement or at law or any cause of action arising out of the performance of this Agreement.
6.3 INDEPENDENT CONTRACTOR
In performing WORK and services hereunder, the ENGINEER and its subcontractors,
subconsultants, employees, agents and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any
manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer
or employee of CITY by reason hereof and will not make any claim, demand or application
to or for any right or privilege applicable to an officer or employee of CITY. The
ENGINEER shall be solely responsible for any claims for wages or compensation by
ENGINEER employees, agents and representatives, including subconsultants and
subcontractors, and shall save and hold CITY harmless therefrom.
6.4 TAXES AND ASSESSMENTS
ENGINEER shall be solely responsible for compensating its employees for and paying for all
related taxes, deductions, and assessments, including but not limited to, federal income tax,
FICA, social security tax, assessments for unemployment and industrial injury, and other
deductions from income which may be required by law or assessed against either party as a
result of this Agreement. In the event the CITY is assessed a tax or assessment as a result of
this Agreement, ENGINEER shall pay the same before it becomes due.
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6.5 INDEMNIFICATION
(a) ENGINEER agrees to indemnify, defend, and hold the CITY harmless from
loss, cost, or expense, including legal fees, of any kind claimed by third parties, including
without limitation such loss, cost or expense resulting from injuries to persons or damages to
property, caused solely by the negligence or willful misconduct of the ENGINEER, its
employees, officers, and subconsultants in connection with the PROJECT. In the event that
any lien is placed upon the property of the CITY or any of the CITY'S officers, employees,
or agents as a result of the negligence or willful misconduct of the ENGINEER, its
employees, officers, and/or subconsultants, the ENGINEER shall at once cause the same to
be dissolved and discharged by giving bond or otherwise.
(b) CITY agrees to indemnify, defend and hold the ENGINEER harmless from
loss, cost, or expense, including legal fees, of any kind claimed by third parties, including
without limitation such loss, cost, or expense resulting from injuries to persons or damages to
property, caused solely by the negligence or willful misconduct of the CITY, its employees
or agents in connection with the PROJECT.
(c) If the negligence or willful misconduct of both the ENGINEER and the CITY
(or a person identified above for whom each is liable) is a cause of such third party claim,
the loss, cost, or expense shall be shared between the ENGINEER and the CITY in
proportion to their relative degrees of negligence or willful misconduct and the right of
indemnity will apply for such proportion.
(d) The above indemnity is a business understanding between the parties and
applies to all different theories of recovery, including breach of contract warranty, tort
including negligence, strict or statutory liability, or any other cause of action.
6.6 It is understood that any resident engineering or inspection provided by ENGINEER
is for the purpose of determining compliance with the technical provisions of PROJECT
specifications and does not constitute any form of guarantee or insurance with respect to the
performance of a contractor. ENGINEER does not assume responsibility for methods or
appliances used by a contractor, for the safety of construction work, or for compliance by
contractors with laws and regulations. CITY shall use its best efforts to ensure that the
construction contract requires that the contractor(s) indemnify and name CITY the CITY'S
and the ENGINEER'S officers, principals, employees, agents, representatives, engineers as
additional insureds on contractor's insurance policies covering PROJECT, exclusive of
insurance for ENGINEER professional liability.
6.7 SUBSURFACE INVESTIGATIONS
In soils, foundation, groundwater, and other subsurface investigations, the actual
characteristics may vary significantly between successive test points and sample intervals and
at locations other than where observation, exploration, and investigations have been made.
Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect total PROJECT cost and/or execution.
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These conditions and cost/execution effects are not the responsibility of the ENGINEER, to
the extent that ENGINEER has exercised the applicable standard of professional care and
judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its
component tasks shall be as set forth in this Agreement and Exhibit A. The project schedule
and performance dates for the individual tasks shall be mutually agreed to by the CITY and
the ENGINEER within fifteen days after execution of this Agreement. The performance
dates and budgets for tasks may be modified only upon written agreement of the parties
hereto. The performance date for tasks and the completion date for the entire PROJECT
shall not be extended nor the budget increased because of any unwarranted delays attributable
to the ENGINEER but may be extended or increased by the CITY in the event of a delay
caused by special services requested by the CITY or because of unavoidable delay caused by
any governmental action or other conditions beyond the control of the ENGINEER which
could not be reasonably anticipated.
7.2 Not later than the tenth day of each calendar month during the performance of the
PROJECT, the ENGINEER shall submit to the CITY'S Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the ENGINEER
and subconsultants on each task, indicating a good faith estimate of the percentage
completion thereof on the last day of the previous month. Additional oral or written reports
shall be prepared at the request of the CITY for presentation to other governmental agencies
and/or to the public.
SECTION 8 REUSE AND OWNERSHIP OF DOCUMENTS
8.1 All internal WORK products of the ENGINEER are instruments or service of this
PROJECT. Reuse, change or alteration by the CITY or others acting through or in behalf of
the CITY without written permission of the ENGINEER will be at the CITY's sole risk.
Written permission by the ENGINEER shall not be unreasonably withheld. The CITY
agrees to indemnify the ENGINEER and its officers, employees, subcontractors and
affiliated corporations from all claims, damages, losses, and costs, including, but not limited
to, litigation expenses and attorney's fees, arising out of or related to such unauthorized
reuse, change or alteration, provided however that the ENGINEER will not be indemnified
for such claims, damages, losses, and costs including without limitations litigation expenses
and attorney fees where caused by the ENGINEER's own acts or omissions.
8.2 The ENGINEER agrees that ownership of any plans, drawings, designs,
specifications, computer programs, technical reports, operating manuals, calculations, notes
and other WORK submitted or which are specified to be delivered under this Agreement or
which are developed or produced and paid for under this Agreement whether or not complete
shall be vested in the CITY.
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SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The ENGINEER, including it subconsultants, shall maintain books, records,
documents and other evidence directly pertinent to performance of the WORK under this
Agreement in accordance with generally accepted accounting principles and practices
consistently applied. The CITY or the CITY'S duly authorized representative, shall have
access to such books, records, documents and other evidence for inspection, audit, and
copying for a period of three years after completion of the PROJECT. The CITY shall also
have access to such books, records, and documents during the performance of the PROJECT
WORK if deemed necessary by the CITY to verify the ENGINEER'S WORK and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally
accepted auditing standards and established procedures and guidelines of the reviewing or
auditing agency.
9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from
access to records pursuant to this section provided that the ENGINEER is afforded the
opportunity for an audit exit conference and an opportunity to comment and submit any
supporting documentation on the pertinent portions of the draft audit report and that the final
audit report will include written comments, if any, of the ENGINEER.
9.4 The ENGINEER shall ensure that substantially the foregoing paragraphs are included
in each subcontract for WORK on the Project.
9.5 Any charges of the ENGINEER paid by the CITY found by an audit to be
inadequately substantiated shall be reimbursed to the CITY.
SECTION 10 INSURANCE
10.1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide
Certificates of Insurance as evidence that policies providing the following coverage and
limits of insurance are in full force and effect. The CITY and the CITY'S officers,
principals, employees, representatives and agents shall be designated as additional insured on
all such policies except for professional liability and Worker's Compensation. Such
insurance shall be primary to the extent covered as additional insureds and other insurance
maintained or carried by the CITY shall be separate and distinct and shall not be contributing
with the insurance listed hereunder.
10.1.1 Comprehensive general liability insurance, including personal injury
liability, blanket contractual liability, and broad -form property damage
liability coverage. The combined single limit for bodily injury and
property damage shall be not less than $1,000,000.
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10.1.2. Automobile bodily injury and property damage liability insurance covering
owned, non -owned, rented, and hired cars. The combined single limit for
bodily injury and property damage shall be not less than $1,000,000.
10.1.3. Statutory workers' compensation and employer's liability insurance as required
by state law.
10.1.4. Professional liability insurance. The limit of liability shall be not less than
$1,000,000.
Failure of either or all of the additional insureds to report a claim under such insurance shall
not prejudice the rights of the CITY, its officers, employees, agents, and representatives
thereunder. The CITY and the CITY'S officers, principals, employees, representatives and
agents shall have no obligation for payment of premiums because of being named as
additional insureds under such insurance. None of the policies issued pursuant to the
requirements contained herein shall be cancelled, allowed to expire, or changed in any
manner so as to affect the rights of the City during the term of this Agreement.
10.2 CITY DOES NOT INSURE ENGINEER
It is understood that the CITY does not maintain liability insurance for ENGINEER, its
employees, subcontractors and/or subconsultants.
SECTION 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to
subcontract any portion of the WORK to be performed under this Agreement.
11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT,
including any substitutions thereof, will be subject to prior approval by CITY, which
approval shall not be unreasonably withheld. Each subcontract shall be subject to review by
the CITY'S Representative, if requested, prior to the subconsultant or subcontractor
proceeding with the WORK. Such review shall not constitute an approval as to the legal
form or content of such subcontract. The ENGINEER shall be responsible for the
architectural and engineering performance, acts and omissions of all persons and firms
performing subcontract WORK.
11.3 CITY hereby authorizes the ENGINEER to subcontract with the persons and firms
listed below:
David I. Hamlin and Associates - Traffic Engineering.
Hong West and Associates - Geotechnical Engineering.
Jones & Stokes Associates - Environmental Engineering.
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11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all
WORK completed by subconsultants and subcontractors during the preceding month and
copies of all invoices thereto.
SECTION 12 ASSIGNMENT
12.1 This Agreement is binding on the heirs, successors, and assigns of the parties hereto.
This Agreement may not be assigned by CITY or ENGINEER without prior, written consent
of the other, which consent will not be unreasonably withheld.
SECTION 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to
those matters contained herein. No prior oral or written understanding shall be of any force
or effect with respect to those matters covered herein. This Agreement may not be modified
or altered except in writing signed by both parties.
SECTION 14 JURISDICTION AND VENUE
14.1 This Agreement shall be administered and interpreted under the laws of the State of
Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If
any part of this Agreement is found to conflict with applicable laws, such part shall be
inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this
Agreement shall be in full force and effect. Venue of all disputes shall be Yakima County,
State of Washington.
SECTION 15 NONDISCRINIINATION
During the performance of this Agreement, ENGINEER shall not discriminate on the basis of
race, color, sex, religion, national origin, creed, marital status, political affiliation, or the
presence of any sensory, mental or physical handicap. 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, and selection
for training.
SECTION 16 THE AMERICANS WITH DISABILITIES ACT
ENGINEER agrees to comply with the Americans With Disabilities Act of 1990, 42 U.S.C.
subsection 12101 et seq. (ADA), and its implementing regulations. The ADA provides
comprehensive civil rights to individuals with disabilities in the area of employment, public
accommodations, state and local government services, and telecommunications.
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SECTION 17 COMPLIANCE WITH LAW
ENGINEER agrees to perform those services under and pursuant to this Agreement 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.
SECTION 18 SUSPENSION OF WORK
18.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under
this Agreement if unforeseen circumstances beyond CITY'S control are interfering with
normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all
or a portion of the WORK under this Agreement if unforeseen circumstances beyond
ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may
suspend WORK on PROJECT in the event CITY does not pay invoices when due, except
where otherwise provided by this Agreement. The time for completion of the WORK shall
be extended by the number of days WORK is suspended. If the period of suspension exceeds
90 days, the terms of this Agreement are subject to renegotiation, and both parties are
granted the option to terminate WORK on the suspended portion of Project in accordance
with SECTION 19.
SECTION 19 TERMINATION OF WORK
19.1 Either party may terminate this Agreement, in whole or in part, if the other party
materially breaches its obligations under this Agreement and is in default through no fault of
the terminating party. However, no such termination may be effected unless the other party
is given: (1) not less than fifteen (15) calendar days written notice delivered by certified
mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation
and for cure with the terminating party before termination. Notice shall be considered issued
within seventy-two (72) hours of mailing by certified mail to the place of business of either
party as set forth in this Agreement.
19.2 In addition to termination under subparagraph 19.1 of this Section, CITY may
terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER
is given: (1) not less than fifteen (15) calendar days written notice delivered by certified
mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation
with CITY before termination.
19.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the
contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed
for anticipated profit on unperformed services or other WORK, and (2) any payment due to
the ENGINEER at the time of termination may be adjusted to the extent of any additional
costs or damages CITY has incurred, or is likely to incur, because of the ENGINEER'S
breach. In such event, CITY shall consider the amount of WORK originally required which
was satisfactorily completed to date of termination, whether that WORK is in a form or of a
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type which is usable and suitable to CITY at the date of termination and the cost to CITY of
completing the WORK itself or of employing another firm to complete it. Under no
circumstances shall payments made under this provision exceed the contract price. In the
event of default, the ENGINEER agrees to pay CITY for any and all damages, costs and
expenses whether directly, indirectly, or consequentially caused by said default. This
provision shall not preclude CITY from filing claims and/or commencing litigation to secure
compensation for damages incurred beyond that covered by contract retainage or other
withheld payments.
19.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates
for convenience, the adjustment pursuant to the Agreement shall include payment for services
satisfactorily performed to the date of termination, in addition to termination settlement costs
the ENGINEER reasonably incurs relating to commitments which had become firm before
the termination, unless CITY determines to assume said commitments.
19.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the
ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs
otherwise), and (2) deliver or otherwise make available to CITY all originals of data,
drawings, specifications, calculations, reports, estimates, summaries, and such other
information, documents and materials as the ENGINEER or its subconsultants may have
accumulated or prepared in performing this Agreement, whether completed or in progress,
with the ENGINEER retaining copies of the same.
19.6 Upon termination under any subparagraph above, CITY reserves the right to
prosecute the WORK to completion utilizing other qualified firms or individuals; provided,
the ENGINEER shall have no responsibility to prosecute further WORK thereon.
19.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it
is determined that the ENGINEER has not so failed, the termination shall be deemed to have
been effected for the convenience of CITY. In such event, the adjustment pursuant to the
Agreement shall be determined as set forth in subparagraph 17.4 of this Section.
19.8 If, because of death, unavailability or any other occurrence, it becomes impossible for
any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate
officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not
be relieved of its obligations to complete performance under this Agreement without the
concurrence and written approval of CITY. If CITY agrees to termination of this Agreement
under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section.
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SECTION 20 ARBITRATION
All claims, counterclaims, disputes and other matters in question arising out of, or relating
to, this AGREEMENT or the breach thereof may be decided by arbitration in accordance
with the Construction Industry Arbitration Rules of the American Arbitration Association
then obtaining. Either CITY or ENGINEER may initiate a request for such arbitration, but
consent of the other party to such arbitration shall be a necessary precondition to arbitration.
SECTION 21 NOTICE
Any notice required to be given under the terms of this Agreement shall be directed to the
party at the address set forth below. Notice shall be considered issued and effective upon
receipt thereof by the addressee -party or seventy-two hours after mailing by certified mail to
the place of business set forth below, whichever is earlier.
CITY:
ENGINEER:
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City of Yakima
Engineering Department
129 S. Second Street
Yakima, WA 98901
Attn: Mr. Kevin Callow
Gray and Osborne , Inc.
107 South 3rd Street
Yakima WA 98901
Attn: Mike Rohrich, Project Manager
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective authorized officers or representatives as of the day and year first
above written.
CITY OF YAKIMAAyand Osborne, Incorporated
Signature
R. A. Zais, Jr.
Signature �--
arc
Printed Name Printed Name
City Manager
2 s }7c�J
Title Title
July 22, 1994
Date Date
City Clerk
a:Y CONTRACT NO.
qq SS
PAGE 14
1994 G&O CONTRACT
CITY OF YAKIMA
STATE OF WASHINGTON)
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that
-VCI) C, I C.
is the person who appeared before me, and
said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the
instrument and acknowledged it as the Dc
of Gray and Osborne , Inc. to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
PAGE 15
1994 G&O CONTRACT
CITY OF YAKIMA
Title
Printed Name
My commission expires:
Icihe)
EXHIBIT A
City of Yakima
18th Street, Riverside, Chalmers, and Beech
Scope of Work and Estimated Budget Cost Estimates
Summary of Maximum Estimated Project Costs
COMPLETION
TASK AMOUNT TIME
No. 1 & 2 - Surveying Services $20,656 6-7 weeks
No. 3 - Geotechnical Study 5,500 9 weeks
No. 4 - Traffic Study 10,830 9 weeks
No. 5 - Environmental Assessment 2,900 9 weeks
Total $39,886
See the following pages for a complete listing of scope and detailed analysis of
maximum estimated costs for each of the various tasks.
Completion Time
The above shown completion times are referenced from the first Monday following the
Notice to Proceed.
Council Presentation
A presentation of the traffic study to be made to the City Council as a part of Task No. 4
may be requested by the City.
CITY OF YAKIMA
FUTURE IMPROVEMENTS TO 18th STREET, CHALMERS, RIVERSIDE, AND BEECH
TASK #1 & #2: SURVEYING SERVICES
FILE. TASK 1-2
TASK:
;Proje.ct: PLS
ianage_r .... .
Party : uroCarY:. ?esearc
Chief Drafting :Dr :fti g:
Project Management/Coordination
Research to obtain existing surveys, plats, and short plats
Obtain legal descriptions for properties involved in project
Obtain ownership's on assessors maps by name, address,
parcel number, and legal description
2
24 24
16 16
Field survey to subdivide Section 20, including finding section 40 40
and quarter corner monuments, traversing between found
monuments, and computer analysis to subdivide the section
and fix the location of properties and street centerlines
Field survey to establish bench marks
Field survey to establish control
Field topographic survey of existing features located
within 60 feet on each side of existing street centerline
Office analysis of field data
Drafting of topographic features including contour lines
at 2 foot intervals, existing utilities, existing ROW lines,
and existing centerline profiles
Submit to City
1
8 8
8 8
64 64
24 24
120
40
LABOR COST
OUT-OF-POCKET COSTS:
SURVEY VEHICLE MILEAGE
TOTAL ESTIMATED COST
$20,606
50
$20,656
TASK 1-2
CITY OF YAKIMA
FUTURE IMPROVEMENTS TO 18th STREET, CHALMERS, RIVERSIDE, AND BEECH
TASK #3 GEOTECHNICAL STUDY
FILE: TASK3
TASK
Pree:'eer.a.
4anager; ;Subcc i u1t:ar t
Project Management/Coordination
Collect and review readily -available geotechnical and
geologic data for the project area. The purpose of
reviewing the existing data is to gain an overview of project
conditions and to aid in identifying any geotechnical
factors which might have an impact on the proposed road
improvements.
2
X
Coordinate the field activities with the project team and X
obtain utility clearances.
Conduct 5 test pits to maximum depths of 8 feet along X
the road. The exploratory test pits will be logged under the
full-time observation of an HWA engineer or geologists,
and soil samples will be obtained at selected intervals for
pavement analysis.
Perform engineering analysis and evaluation of data derived
from the subsurface investigation with respect to the proposed
road improvements.
Prepare a report containing the results of our geotechnical
investigation, including descriptions of surface and subsurface
conditions, and a site plan showing test pit locations and other
pertinent features. Summary of test pits, charts and graphs
indicating field and laboratory test results will also be included.
The results of our engineering evaluation and goetechnical
engineering recommendations.
Submit to City.
X
X
1 X
LABOR COST
GEOTECHNICAL SUBCONSULTANT
OVERHEAD
TOTAL ESTIMATED COST
$0
$5,500
0
$5,500
TASK 3
CITY OF YAKIMA
FUTURE IMPROVEMENTS TO 18th STREET, CHALMERS, RIVERSIDE, AND BEECH
TASK #4: TRAFFIC STUDY
FILE: TASK4
TASK. . ..
14f00.-
1.1VISeagei Siii�eonsti afit::.
Project Management/Coordination
MEETINGS
Meetings with City Staff
Meetings with property Owners/Council (1 - Council Presentation)
DATA COLLECTION
Acquire Existing Data
Field Review/Photos/Inventory Streets
Manual Traffic Counts (3 - intersections, 1 - Time)
Accident Analysis
ANALYSIS
Review Existing Studies in Area
Project Future Trip Generation
Trip Distribution/Assignment
Capacity Analysis
Address Non -motorized Modes
(bicycles/pedestrians)
Address Truck Issues
Develop/Assess Route Alternatives
REPORT
Exhibits
Text
Reviews and Revisions
2
1
X
X
X
LABOR COST
TRAFFIC SUBCONSULTANT
OVERHEAD
TOTAL ESTIMATED COST
$0
$10,830
0
$10,830
TASK 4
CITY OF YAKIMA
FUTURE IMPROVEMENTS TO 18th STREET, CHALMERS, RIVERSIDE, AND BEECH
TASK #5: ENVIRONMENTAL CHECKLIST
FILE: TASK5
[ rc: eft.'E:n zoritnetx a :
Manager, 5:tt constt;l:t:atzt::
Project management/coordination
Project initiation/site visit
Prepare draft environmental checklist
Revise draft and prepare final Environmental Checklist
Submit to City
2
1
X
X
X
LABOR COST
ENVIRONMENTAL SUBCONSULTANT
OVERHEAD
TOTAL ESTIMATED COST
$0
$2,900
0
$2,900
TASK 5