HomeMy WebLinkAboutSargent Engineers, Inc. - Agreement for Professional ServicesCITY OF YAKIMA, WASHINGTON
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SARGENT ENGINEERS, INC.
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THIS AGREEMENT, made and entered into nnthis C2 day of MrUA A 2023. by and
between the City ofYakima, VVaehinghon, e municipal corporation with its phnoilpA| office at 129 North
Second Street, Yahima, WA 98001' (hereinafter referred to as "CITY"), and Sargent Engineers, Inc., with
its principal address at 320 RonUee Lane NW, Olympia, WA 98502 (hereinafter referred to as
"ENGINEER"); said corporation being licensed and registered todobusiness inthe State ofWashington,
and will provide Yakima Valley Trolley Bridge inspection under this Agreement on behalf ofthe City of
Yakime, herein referred to oathe ^PRQJECT."
WHEREAS, CITY desires horetain the ENGINEER ho provide engineering services for design and
construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
VVHEREAS. ENGINEER represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and that
it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ENGINEER agree as follows:
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in
vvhUng by both pardee, duties of ENGINEER shall not be construed to exceed those
services specifically set forth herein.
2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign,
Jessica Smmmnmd as Principal -in -Charge throughout the term of this Agreement unless
other personnel are approved by the CITY.
2.1Basic ENGINEER agrees boperform those tasks described inExhibit A`entitled "Trolley
dge Inspection" (WORK) which is attached hereto and made a part of this Agreement as if fully
set forth herein.
2.2 CITY and ENGINEER agree that not all WORK to be performed by
ENGINEER can be defined in detail at the time this Agreement is executed, and that additional
WORK no|abad to the Project and not covered in Exhibit may be needed during performance of
this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions
of the PROJECT WORK previously completed in a meUnfeotnry manner, delete portions of the
PR{}JECT, or request that the ENGINEER perform additional WORK beyond the scope of the
PROJECT WORK. Such changes hereinafter shall bereferred toes"Additional Sorvinee."
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221 If such Additional Services cause an increase or decrease in the ENGINEER'S costof, 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 and accepted by the parties hereto.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ENGINEER according to the provisions set forth in Exhibit B, attached hereto
and incorporated herein by this reference, and if so authorized, shall be considered part of
the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so
authorized byCITY and agreed tobythe ENGINEER inwriting.
23 The ENGINEER must assert any claim for adjustment inwriting within thirty (3O)days from the date
ofthe ENG|NEER'sreceipt ofthe written notification ofchange.
SECTION TERM
31. The berm for this AGREEMENT shall be from the date of signature of both parties through
December 31.2Q24.
SECTION 4 C|TY'S RESPONSIBILITIES
4.1 CITY -FURNISHED DATA: The CITY will provide tothe ENGINEER all technical data inthe C|TY^G
possession relating to the ENGINEER'S services on the PROJECT including information on any
pre-existing conditions known to the CITY that constitute hazardous waste contamination on the
PROJECT site asdetermined byanauthorized regulatory agency.
4.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide
labor and safety equipment as reasonably required by ENGINEER for such access.
4.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studieo, nepnds, sketches, drawings,
specifications, proposals, and other documents-, obtain advice of an attorney, insurance counselor,
accountont, auditor, bond and financial edviaors, and other consultants as CITY deems
appropriate; and render in writing decisions required of CITY in e timely manner. Such
examinations and decisiona, however, shall not relieve the ENGINEER of any contractual
obligations nor of its duty to render professional services meeting the standards of care applicable
to its profession.
4.4 CITY shall appoint e C|TY'G Representative with respect to WORK to be performed under this
Agreement. C|TY'G Representative shall have complete authority totransmit instructions and
receive information. ENGINEER shall beentitled tnreasonably rely onsuch instructions made bv
the C|TY'8 Representative unless otherwise directed in writing by the CITY, but ENGINEER shall
be responsible for bringing to the attention of the CITY'S Representative any instructions which the
ENGINEER believes are inadoquabe, incomp|eb*, or inaccurate based upon the ENGINEER'S
knowledge.
4.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely
as additional information to the ENGINEER and will not relieve the ENGINEER of its professional
duties and obligations under this Agreement orat law. The ENGINEER ehmU 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 from them.
SECTION 5 AUTHORIZATION, PROGRESS, AND COMPLETION
5.1 In signing this Aqreennent, CITY grants ENGINEER specific authorization to proceed with WORK
described inExhibit A. The time for completion imdefined inExhibit A.oraaamended.
6.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - Schedule of S ecllc Hourly
Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus
reimbursement for direct non -salary expenses.
6.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging;
laboratory tests and analyses; printing, binding and reproduction charges; all costs
associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT -related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual
charges plus a reasonable markup, not to exceed ten percent (10%), and on the basis of
current rates when furnished by ENGINEER. Estimated Direct Non -Salary Expenses are
shown in Exhibit B.
6.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the ENGINEER and each of the
Subconsultants in connection with PROJECT WORK; provided, as follows:
• That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for PROJECT WORK. ENGINEER, whenever possible, will
use the least expensive form of ground transportation.
• That reimbursement for meals inclusive of tips shall be paid according to
the current U.S. GENERAL SERVICES ADMINISTRATION allowed cost
per day for Meals & Incidental Expenses (M&IE).
• That accommodation shall be at a reasonably priced hotel/motel.
• That air travel shall be by coach class, and shall be used only when
absolutely necessary.
6.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage,
and FAX charges are not included in the direct expense costs, but are considered included
in the Schedule of Specific Hourly Billing Rates.
6.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%) for
services provided to the CITY through this Agreement. Estimated Subconsultant costs are
shown in Exhibit B.
6.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT
shall not exceed $25,000. The ENGINEER shall make all 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.
6.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for
PROJECT services completed through the accounting cut-off day of the previous month. Such
invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date
of the invoice and not covered by previously submitted invoices. The ENGINEER shall submit with
each invoice a summary of time expended on the PROJECT for the current billing period, copies
of subconsultant invoices, and any other supporting materials and details determined necessary
by the City to substantiate the costs incurred. CITY will use its best efforts to pay such invoices
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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 requested.
6.4 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 (61s') 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).
6.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty-
five (45) days after satisfactory completion of the services required by this Agreement as evidenced
by CITY's written acceptance and after such audit or verification as CITY may deem necessary,
together with ENGINEER's execution and delivery of a release of all known payment claims against
CITY arising under or by virtue of this Agreement, other than such payment claims, if any, as may
be specifically exempted by the ENGINEER from the operation of the release in stated amounts to
be set forth therein.
6.6 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.
7.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy,
timely completion, and the coordination of all plans, designs, drawings, specifications, reports, and
other services furnished by the ENGINEER under this Agreement. The ENGINEER shall, without
additional compensation, correct or review any errors, omissions, or other deficiencies in its plans,
designs, drawings, specifications, reports, and other services. The ENGINEER shall perform its
WORK according to generally accepted civil engineering standards of care and consistent with
achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws,
regulations, and permits.
7.2 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.
7.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any manner
whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or employee of
CITY by reason hereof and shall 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's employees, agents, and
representatives, including subconsultants and subcontractors, and shall save and hold CITY
harmless therefrom.
7.4 INDEMNIFICATION AND HOLD HARMLESS:
7.4.1 ENGINEER shall take all necessary precautions in performing the WORK to prevent injury to
persons or property. The ENGINEER 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
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proceedings arising from or in connection with this Agreement or the acts, failures to act, errors
or omissions of the EWG|WEER, or any of ENG|NEER's agent(s) or ouboonhector(e), in
performance of this Agreement, except for claims caused by the City's sole negligence.
7.42 Industrial Insurance Act Waiver. It is specifically and expressly understood that the
ENGINEER waives any immunity that may begranted toitunder the Washington State industrial
insurance ant' Title 51 RCVV, solely for the purposes of this indemnification. ENG|NEER's
indemnification aho|| 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 acto,
disability benefit acts nrany other benefits acts orprograms. ENGINEER shall require that its
subcontractors, and anyone directly or indirectly employed or hired by ENGINEER, and anyone
for whose acts ENGINEER 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,ond
assume all potential liability for actions brought bytheir respective employees. The Parties
acknowledge that they have mutually negotiated this waiver.
7.4.3 Should e court ofcompetent jurisdiction determine that this Agreement is subject to RCVV
4.24.115. then, in the event ofliability for damages arising out ofbodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the ENGINEER
and the City, the ENG|NEER'n |iabi|ib/, including the duty and cost to defnnd, nhe|| be only to
the extent ofthe EMG|NEER'nnegligence.
7.4.4 Nothing contained in this Section or this Agreement ehe|| be construed to create a liability or
right ofindemnification in any third party.
7.4.5 The terms of this Section shall survive any expiration or termination of this Agreement
7.5 In any and all claims by an employee of the ENG|NEER, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be |ieb|e, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types of damages, oompensation, or benefits payable by orfor the ENGINEER
or a subcontractor under workers'or workmens' compensation acts, disability benefit acts, or other
employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the
Industrial Insurance Ant' Title 51' RCW. Such waiver has been mutually negotiated by the
ENGINEER and the CITY.
7.0 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
contractor. ENGINEER does not oomunne responsibility for methods or appliances used by a
contractor, fore contractor's na8eh/ programs or nnethodo, orfor contractors' compliance with |avva
and regulations. CITY shall use its best efforts to ensure that the construction contract requires
that the contractor(s) indemnify and name CITY, the C|TY'o and the EWG|NEER'a officera,
principa|e, ennp|oyaee, ogente, repreeanbetivea, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
professional liability.
7.7 ENGINEER shall be solely responsible for and shall pay all bxeo, deducbnna, and esseasnxenta,
including but not |innibad to federal income tax. F|CA, social security bax, assessments for
unemployment and industrial injury ineunanm*, 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.
7.8 SUBSURFACE INVESTIGATIONS: In eoi|a, hnundedon, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than vvhenu obeervaUon, smp|onation, and investigations
have been made. Because of the inherent uncertainties in subsurface evo|usdiona, changed or
unanticipated underground conditions may occur that could affect total PROJECT cost and/or
ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard
of professional care, thoroughness and judgment in performing such investigations.
•► • r �rID
8.1 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 attached Exhibits. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
ENGINEER within fifteen (15) days after execution of this Agreement. The performance dates and
budgets for tasks may be modified only upon written agreement of the parties hereto. The
performance date for tasks and the completion date for the entire PROJECT shall not be extended,
nor the budget increased because of any unwarranted delays attributable to the ENGINEER, but
may be extended or increased by the CITY in the event of a delay caused by special services
requested by the CITY or because of unavoidable delay caused by any governmental action or
other conditions beyond the control of the ENGINEER which could not be reasonably anticipated
or avoided.
8.2 Not later than the tenth (10th) 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 CITY's request for
presentation to other governmental agencies and/or to the public.
9.1 All internal WORK products of the ENGINEER are instruments or services of this PROJECT. There
shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the
CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and
will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its officers,
employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs
including, but not limited to, litigation expenses and attorney's fees arising out of or related to such
unauthorized reuse, change, or alteration; provided, however, that the ENGINEER will not be
indemnified for such claims, damages, losses, and costs including, without limitation, litigation
expenses and attorney fees if they were caused by the ENGINEER's own negligent acts or
omissions.
9.2 The ENGINEER agrees that any and all 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 owned by and vested in the
CITY.
9.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter
"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER
does not grant CITY any right or license to such Intellectual Property.
10.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and other
evidence directly pertinent to performance of the WORK under this Agreement in accordance with
generally accepted accounting principles and practices consistently applied. The CITY, or the
CITY's duly authorized representative, shall have access to such books, records, documents, and
other evidence for inspection, audit, and copying for a period of three years after completion of the
PROJECT. The CITY shall also have access to such books, records, and documents during the
performance of the PROJECT WORK, if deemed necessary by the CITY, to verify the ENGINEER's
WORK and invoices.
10.2 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.
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10.3 The ENGINEER agrees to the disclosure of all information and reports resulting from moceem 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 ofthe draft audit report and that the final audit reportvviNinclude EMG|NEER'n
written comments, if any.
10.4 The ENGINEER mhnU ensure that the foregoing paragraphs are included in each subcontract for
WORK onthe Project.
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10.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
11.1 At all times during performance of the WORK or obligations under this Agreement, ENGINEER
shall secure and maintain in effect insurance ho protect the CITY and the ENGINEER from and
against all claims, damages, losses, and expenses arising out of or resulting from the performance
ofthis Agreement. ENGINEER shall provide and maintain in force insurance in limits no less than
those stated be|ow, as applicable. The CITY reserves the right to require higher |inniba should it
deem itnecessary inthe best interest ufthe public. |fENGINEER carries higher coverage limits
than the limits stated be|ow, such higher limits shall be shown on the Certificate ofInsurance and
Endorsements and ENGINEER shall be named as an additional insured for such higher limits.
Failure by the City to demand such verification of coverage with these insurance requirements or
failure of the City to identify o deficiency from the insurance documentation provided she|l not be
construed as a waiver of ENG|NEER'a obligation to maintain such insurance. EMG|NEER's
insurance coverage ehe|| be primary insurance with respect tothose who are Additional Insureds
under this Agreement. Any insunance, self-insurance or insurance pool coverage maintained by
the City mhe|| be in excess of the ENG|NEER'a insurance and neither the City nor its insurance
providers shall contribute to any me#|emanto, defense oomto, or other payments made by
ENG|NEER'minsunance. All additional insured endorsements required bythis Section shall include
anexplicit waiver ofsubrogation.
11.1.1 Commercial General Liability Insurance. Before this Agreement is fully
executed by the parties. ENGINEER shall provide the CITY with acertificate of
insurance oaproof ufcommercial liability insurance and commercial umbrella
liability insurance with e total liability limit of the limits required in the po|icy,
subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence
combined single limit bodily injury andpnmpedydamage.andTwoK8iUionDoUmns
($2.000.000.00) general oggny0aba. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of
this Agreement. The policy shall name the C|TY, its elected and appointed
ofOcia|o, officera, ogenta, emp|oyeem, and volunteers anadditional insureds. The
insured shall not cancel orchange the insurance without first giving the CITY
thirty (30) calendar days prior written notice. The insurance shall be with an
insurance company or companies rated A4/|| or higher in Beot'a Guide and
admitted in the State of Washington.
11.1.2. Commercial Automobile Liability Insurance.
e. If ENGINEER owns any vehicles, before this Agreement is fully executed by the
perUem. ENGINEER eheU provide the CITY with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
with o total liability limit ofthe limits required in the po|ioy, subject to minimum limits of
Two Million OoUera ($2.000.000.00) per occurrence combined single limit bodily injury
and property damage. Automobile liability will apply to"Any Auto" and beshown onthe
certificate.
b. If ENGINEER does not own any vehicles, only "Non -owned and Hired Automobile
Liability" will be required and may be added to the commercial liability coverage at the
same limits as required in that section of this Agreement, which is Section 10.1.1 entitled
"Commercial General Liability Insurance".
C. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b.,
the required certificate of insurance shall clearly state who the provider is, the coverage
amount, the policy number, and when the policy and provisions provided are in
effect. Said policy shall be in effect for the duration of this Agreement. The policy shall
name the CITY, its elected and appointed officials, officers, agents, employees, and
volunteers as additional insureds. The insured shall not cancel or change the insurance
without first giving the CITY thirty (30) calendar days prior written notice. The insurance
shall be with an insurance company or companies rated A-VII or higher in Best's Guide
and admitted in the State of Washington.
11.1.3, Statutory workers' compensation and employer's liability insurance as required by state
law.
11.1.4, Professional Liability Coverage. Before this Contract is fully executed by the parties,
ENGINEER shall provide the City with a certificate of insurance as proof of professional
liability coverage with a total liability limit of the limits required in the policy, subject to
minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars
($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Contract. The insured shall
not cancel or change the insurance without first giving the CITY thirty (30) calendar days
prior written notice. The insurance shall be with an insurance company or companies
rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the
coverage will continue in force for an additional two years after the completion of this
contract.
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 elected and appointed officials, officers,
employees, agents, and representatives there under. The CITY and the CITY's elected
and appointed officials, officers, principals, employees, representatives, and agents shall
have no obligation for payment of premiums because of being named as additional
insureds under such insurance. None of the policies issued pursuant to the requirements
contained herein shall be canceled, allowed to expire, or changed in any manner that
affects the rights of the CITY until thirty (30) days after written notice to the CITY of such
intended cancellation, expiration or change.
11.2 If at any time during the life of the Agreement, or any extension, ENGINEER fails to maintain the
required insurance in full force and effect, all work under the Agreement shall be discontinued
immediately. Any failure to maintain the required insurance may be sufficient cause for the City to
terminate the Agreement.
12.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this Agreement. However, ENGINEER shall be
considered the Prime Contractor hereunder and shall be the sole point of contact with regard to all
contractual matters arising hereunder, including the performance of WORK and payment of any
and all charges resulting from contractual obligations.
12.2 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
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shall be responsible for the architectural and engineering performance, acts, and omissions of all
persons and firms performing subcontract WORK.
12.3 CITY does not anticipate ENGINEER subcontracting with any additional persons orfirms for the
purpose of completing this Agreement.
12.4 The ENGINEER shall submit, along with its monthly invoices, adescription cfall WORK completed
by nuboonsultante and subcontractors during the preceding month and copies of all invoices
thereto.
12.5 If dissatisfied with the baohonound, performance, and/or general methodologies of any
subcontractor, the City may request inwriting that the subcontractor beremoved. The ENGINEER
shall comply with this request at once and shall not employ the subcontractor for any further WORK
under this Agreement.
131 This Agreement is binding on the heins, 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 beunreasonably withheld. The ENGINEER for itself and its heirs, executors,
adminiatrabona, euoceeenre and emeignn, does hereby agree to the hu|| performance of all of the
covenants herein contained upon the part ofthe ENGINEER. It is expressly intended and e0neod
that no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement.
14.1 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
tothose matters covered herein. This Agreement may not bemodified oraltered except inwriting
signed byboth parties.
15.1 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 Washington State. If any part of this
Agreement is found to conflict with applicable |evve, such part shall be inoperative, null, and void
insofar as it conflicts with said |ows, but the remainder ofthis Agreement shall be in full force and
effect. Venue for all disputes arising under this Agreement shall lie in o court of competent
jurisdiction inYakima County, Washington.
16.1 During the performance ofthis Agreement, ENGINEER and ENG|NEER's subconaukonts and
subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or
regulation on the basis of ega, eex, race, nnaed, re|iginn, oo|or, national origin, marital stehua,
diembi|ity, honorably discharged veteran ormilitary status, pregnancy, sexual orientation, and any
other classification protected under federal, state, or local law. This provision mheU include but not
be limited to the following: employment, upgnading, damcdion, tnsnsfer, n*uruibnont. advertising,
layoff ortermination, rates of pay orother forms of compensation, selection for training, and the
provision of services under this Agreement. ENGINEER agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
171 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond C|Tf's oonbn| are interfering with normal progress of the
WORK. ENGINEER may sumpend, in writing by certified moi|, all or o portion of the WORK under
this Agreement if unforeseen circumstances beyond ENG|WEER's oonbn| are interfering with
normal progress of the WORK. ENGINEER may suspend WORK on the PROJECT in the event
CITY does not pay invoices when due, except where otherwise provided by this Agreement. The
time for completion of the WORK shall be extended by the number of days WORK is suspended.
If the period of suspension exceeds ninety (QO) daye, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the suspended portion
ofProject inaccordance with SECTION 17
18.1 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 mai|, return receipt requested, of
intent toterminate; and (2) an opportunity for consultation and for cure with the terminating party
before termination. Notice eho|| be considered issued within seventy-two (72) hours nfmailing by
certified mail to the place of business of either party as set forth in this Agreement.
18.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this Agreement
for its convenience, inwhole orinpart, provided the ENGINEER isgiven: (1)not less than fifteen
(15) calendar days written notice delivered by certified moi|, return receipt requeoted, of intent to
barminaba�and(2)anopportunityforoonou|tationwithC|TYbehnretheeffectiveherminaUondate.
18.3 If CITY terminates for default on the part of the ENG|NEER, 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,
orislikely boincur, because ofthe ENGINEER'S breach. |nsuch event, CITY shall consider the
amount of WORK originally required which was satisfactorily completed to date of barminatimn,
whether that WORK is in a form or of 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.
18.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience,
the adjustment pursuant to the Agreement mhoU include payment for services satisfactorily
performed to the date of termination, in addition to termination settlement ooeb; the ENGINEER
reasonably incurs relating tocommitments which had become firm before the termination, unless
CITY determines boassume said commitments.
18.5 Upon receipt ofatermination notice under subsections 17.1 nr17.2above, 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, drewinge, apecifioationa, oa|ou|oiiona,
reporta, eaUmatee, aummories, and such other informaUon, documento, 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.
18.6 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 ahe|| have no
responsibility tnprosecute further WORK thereon.
18.7 If, after termination for failure of the ENGINEER to fulfill contractual ob|igationa, 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 tothe Agreement shall be
determined aeset forth insubparagraph 17.4ofthis Section.
18.8 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 provioion, payment
shall bnmade asset forth insubparagraph 17.3ofthis Section.
19.1 |nthe event that any dispute mheU arise amtothe interpretation or performanceofthis Agreement,
or in the event of 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 ssameans boresolve the dispute. |fneither ofthe afore mentioned methods are
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with SECTION 14. If both parties consent in wriUng, other available means
ofdispute resolution may beimplemented.
20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice ehoU be considered issued and effective upon receipt thereof
bythe oddneoaee'pedw. or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever ieearlier,
CITY City ofYakima
12QN2n«Street
Yakima, W4880O1
Attn: Bill Preston
ENGINEER: Jessica Soward, PE
Sargent Engineers, Inc.
320 Ronlee Lane NW
Olympia, WA 98502
211 All records in all formats na|edng bothe WORK shall, atall times, besubject hu 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 ENGINEER of responsibility for performance of the WORK in accordance
with this Agreement, notwithstanding the Cih/'e knowledge of defective or non -complying
performenoe, its substantiality or the ease of its discovery, ENGINEER eho|| provide the City
euffinient, mahe, and proper fmoi|iUea, and/or send copies of the requested documents to the City.
ENGINEER's records relating to the WORK will be provided to the City upon the City's request.
21.2 ENGINEER shall promptly furnish the City with such information and records which are related to
the WORK ofthis Agreement aemay berequested bvthe City. Until the expiration ofsix (G)years
after final payment of the compensation payable under this Agreement, orfor a longer period if
required by law or by the Washington Secretary cfSbabo'e record retention oohodu|o. ENGINEER
shall retain and provide the City access to (and the City shall have the right to examine, audit and
copy) all ofENG|WEER'o boohe, documents, papers and records which are related tothe WORK
performed by ENGINEER under this Agreement.'Prior to converting -any, -p-aper, records to
electronic format and/or destnov\na aMv records, ENGINEER g;heN *contact {CITY's.!Records
Administrator (509-575-6037) to discuss retention. In no event shall any record relating to the
21.3 All records relating to ENG|NEER's services under this Agreement must be made available tothe
City, and the records relating tothe WORK are City ofYakima records. They must be produced to
third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW,
or by |evv. All records relating to ENG|NEER'n een/ioeo under this Agreement must be retained by
Page11
ENGINEER for the minimum period of time required pursuant to the Washington Secretary of State's
records retention schedule.
21.4 The terms of this section shall survive any expiration or termination of this Agreement.
i
22.1 ENGINEER agrees to perform all WORK 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, including
policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist
or may hereafter be amended or enacted. ENGINEER 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.
22.2 ENGINEER 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.
22.2.1 Procurement of a City Business License. ENGINEER must procure a City of Yakima
Business License and pay all charges, fees, and taxes associated with said license.
22.2.2 ENGINEER must provide proof of a valid Washington department of Revenue state excise
tax registration number, as required in Title 85 RCW.
22.2.3 ENGINEER must provide proof of a valid Washington Unified Business Identification (UBI)
number. ENGINEER 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).
22.2.4 ENGINEER must provide proof of a valid Washington Employment Security Department
number as required by Title 50 RCW.
22.2.5 Foreign ikon-Wshin 'ton Cdr orations: 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.
SECTION 23 MISCELLANEOUS PROVISIONS
23.1 Nondiscrimination. During the performance of this Agreement, the ENGINEER agrees as follows:
The ENGINEER shall not discriminate against any person on the grounds of race, creed, color,
religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy,
veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical
handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or
the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be
limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff
or termination, rates of pay or other forms of compensation, selection for training, and the provision
of WORK under this Agreement. In the event of the ENGINEER's noncompliance with the non-
discrimination clause of this contract or with any such rules, regulations, or orders, this Agreement
may be cancelled, terminated, or suspended in whole or in part and the ENGINEER may be
declared ineligible for any future City contracts.
23.2 Pay transparency nondiscrimination. The ENGINEER will not discharge or in any other manner
discriminate against employees or applicants because they have inquired about, discussed, or
Page 12
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 inveob0abon, prumseding, heehng, or
action, including an investigation conducted by the employer, or (c) consistent with the contractor's
legal duty tofurnish information.
33.3 Geverebi|ib/. If any term or condition of this Agreement or the application thereof to any person(s)
or circumstances is held invaiid, such invalidity shall not affect other termo, conditions or
applications which can be given effect without the invalid term, condition or application. To this
end, the terms and conditions ofthis Agreement are declared severable.
23.4 Agreement documents. This Agreement, the Request for Qualifications & Proposals No. N/A, titled
N/A Scope of Work, conditiona, addenda, and modifications and ENG|NEER'o proposal (to the
extent consistent with Yakima City documents) constitute the Agreement Documents and are
complementary. Specific Federal and State |evva and the terms of this A0noement, in that order
respectively, supersede other inconsistent provisions. These Agreement Documents are on file in
the (]fDoe of the Purchasing W1anager, 129 No. 2»« GL, Yahima, VVA. 98901. and are hereby
incorporated by reference into this Agreement.
23.5 Notice of change in financial condition. If, during this Agreement, the ENGINEER experiences o
change in its financial condition that may affect its ability to perform under the Agreement, or
experiences a change of ownership or control, the ENGINEER 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 besufficient grounds for termination. '
23.6 Noconflicts ofinterest. ENGINEER represents that itnrits employees do not have any interest
and shall not hereafter acquire any intereet, director indinoct, which would conflict in any manner
or degree with the performance of this Agreement. ENGINEER further covenants that it will not
hire anyone or any entity having such a conflict of inb*nont during the performance of this
Agreement.
23.7 Promotional advertising prohibited. Reference to or use of the City, any of its dopartnnents,
agencies orother subunits, or any oM5oio| oremployee for commercial promotion is prohibited.
News releases pertaining to this procurement shall not be made without prior approval of the City.
Release of broadcast emails pertaining to this procurement shall not be made without prior written
authorization ofthe City.
23.8 Time is of the essence. Timely provision of the WORK required under this Agreement ahe|| be of
the essence of the Agreement, including the provision of the WORK within the time agreed or on a
date specified herein.
23.8 Waiver of breach. Avvaiver by either party hereto of e breach of the other party hereto of any
covenant or condition of this Agreement shall not impair the right of the party not in default to avail
itself ofany subsequent breach thereof. Leniency, delay or failure ofeither party to insist upon
strict performance of any agreement, covenant orcondition of this Agnaement, or to exercise any
right herein given in any one or more instanoee, aho|| not be construed as a waiver or
relinquishment ofany such agreement, covenant, condition orright.
23.10 Force K8ajeura. ENGINEER will not be responsible for delays in delivery due to acts of God, fin*,
strikes, riots, delay in transportation, or those effects of epidemics or pandemics that could not have
been voemnneb|y anticipated or mitigated through acts of the ENGINEER; provided ENGINEER
notifies the City immediately in writing of such pending or actual delay. Normally in the event of
such de|aye, the date of delivery of WORK will be extended for e period of time equal to the time
lost due to the reason for delay.
23.11 Authority. The person executing this Agreement on behalf of ENGINEER represents and warrants
that they have been fully authorized by ENGINEER to execute this Agreement on its behalf and to
legally bind ENGINEER to all terms, performances, and provisions of this Agreement.
23.12 Survival. The foregoing sections of this Agreement, inclusive, shall survive the expiration or
termination of this Agreement, in accordance with their terms.
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 IA SARGENT ENGINEERS, INC.
A_ &A 51 J
BobSig ture
Title: City Manager
M
Printed Natriv sc.(co. soo')0-rd I
Title:
Date:
N6
Attest
City Clerk
Resolution,
Contract 2023-_aS
Page 14
STATE OF WASHINGTON
S&
COUNTY OF YAKIMA
Dated: M & -1,A SL-�)
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires: -0
STATE OF WASHINGTON
)ss,
COUNTY OF YAKIMA
At is the person w
I certify that I know or have satisfactory evidence thatItil
he/she was authorized to execute the instrument, and acknowledged it as the is
pos
Str�-Eft Ir%WL to be the,free and voluntary act of such party for the uses and pur
ne-ifib-ted in fte histrument.
mn kneonLI
Printed qrne�
My commission expiresSp I
Page 15
Page 16
Yakima YVT Trolley Bridge Inspection
SAMENT Page 4
e
RM
City of Yakima
Trolley Bridge Inspection
Structural Engineering Services Estimate
Senior
Project Project Dwgn
Principal Engineer Engineer Engineer Task Cost
Rate- $214.00 $168.00 $154-00 $112,00
Direct costs
Spe6al Access Equipment
Mileage, (420 mi)
Lodging (3 person, 2 nights @ $98)
Per Diem (3 person, 3 days)
Total Direct Costs
4
4 $1,288
12
12 12 $5,208
- ........... ..
�2 -
......... .. ...........
1 2 ......
............ ' --- '
a
.................. ..... - -------
24 $4,032
2 46
40 56 $20,588
N
M3
Total Estimated Fee $24,394