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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. C),eLtr/5-€-/Y„ d-tfr ATTEST: Mayor c_ City Clerk (islres/gray&osborne.pm 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. PAGE 1 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE 2 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE3 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE4 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE5 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE 6 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE7 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE8 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE 9 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE 10 1994 G&O CONTRACT CITY OF YAKIMA 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 PAGE 11 1994 G&O CONTRACT CITY OF YAKIMA 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. PAGE 12 1994 G&O CONTRACT CITY OF YAKIMA 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: PAGE 13 1994 G&O CONTRACT CITY OF YAKIMA 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