HomeMy WebLinkAboutFiberglass Structural Engineering, Inc. - Professional ServicesFor City of Yakima Use Only:
Contract No.
Project No.
Resolution No.
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
FIBERGLASS STRUCTURAL ENGINEERING INC. (FSE)
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this le- day of 40 r� , 2016, by and
between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Fiberglass Structural
Engineering Inc. (FSE) with its principal office at 455 Stuart Road, Bellingham, WA 98226, hereinafter
referred to as "ENGINEER"; said corporation and its principal engineers are licensed and registered to do
business in the State of Washington, and will provide consulting engineering services under this
Agreement for the refurbishment of a 7' 0 x 22' long sodium hypochlorite tank located at the Yakima
Regional Wastewater Treatment Facility on behalf of the City of Yakima, Project No.11612-Q, herein
referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and
construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
WHEREAS, 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:
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.
2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign,
Randy Rapoza as Principal -in -Charge throughout the term of this Agreement unless
other personnel are approved by the CITY.
2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled
"Scope of Work" (WORK) which is attached hereto and made a part of this Agreement as if fully
set forth herein.
2.2 Additional Services: 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 related to the Project and not covered in Exhibit A 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 satisfactory manner, delete portions of the
PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the
PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services."
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2.2.1 If such Additional Services cause an increase or decrease in the ENGINEERS 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 shall be negotiated by the
CITY and the ENGINEER according to the hourly rates set forth in Exhibit C, 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 by CITY and agreed to by the ENGINEER in
writing.
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the
date of the ENGINEER's receipt of the written notification of change.
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 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 as determined by an authorized regulatory agency.
3.2 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.
3.3 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.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by
the CITY'S 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 inadequate, incomplete, or inaccurate based upon the ENGINEER'S
knowledge.
3.5 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 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 there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK
described in Exhibit A. The time for completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 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 Specific
Hourly Rates, attached hereto and incorporated herein by this reference. The estimated cost to
perform this work, on a time spent basis, plus reimbursement for direct non -salary expenses is as
shown in Exhibit B.
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5.1.1 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.
5.1.1.1 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 not exceed a
maximum of fifty one dollars ($51) per day per person. This rate may be
adjusted on a yearly basis.
• 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.
5.1.2 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.
5.1.3 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.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Nineteen Thousand Eight Hundred Dollars ($19,800.00). 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 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 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
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withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a
subsequent invoice together with additional supporting information required.
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 Tess; 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 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 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.
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 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.
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 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 INDEMNIFICATION:
(a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected
and appointed officials, agents, officers, employees, agents and volunteers
(hereinafter "parties protected") from (1) claims, demands, liens, lawsuits,
administrative and other proceedings,(including reasonable costs and attorneys
fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs
and expenses of any kind claimed by third parties arising out of, or related to any
death, injury, damage or destruction to any person or any property to the extent
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caused by any negligent act, action, default, error or omission or willful misconduct
arising out of the Engineer's performance under this Agreement. In the event that
any lien is placed upon the City's property or any of the City's officers, employees or
agents as a result of the negligence or willful misconduct of the Engineer, the
Engineer shall at once cause the same to be dissolved and discharged by giving
bond or otherwise.
(b) CITY agrees to indemnify and hold the ENGINEER harmless from loss, cost, or expense
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) Nothing contained in this Section or this Agreement shall be construed to create a liability
or a right of indemnification in any third party.
6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for 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 Act, Title 51, RCW. Such waiver has been mutually negotiated by
the ENGINEER and the CITY.
6.6 ENGINEER'S Waiver of Employer's Immunity under Title 51 RCW. ENGINEER intends that its
indemnification, defense, and hold harmless obligations set forth above in Section (a) shall
operate with full effect regardless of any provision to the contrary in Title 51 RCW, Washington's
Industrial Insurance Act. Accordingly, to the extent necessary to fully satisfy the ENGINEER'S
indemnification, defense, and hold harmless obligations set forth above in section A, ENGINEER
specifically waives any immunity granted under Title 51 RCW, and specifically assumes all
potential liability for actions brought by employees of the ENGINEER against the CITY and its
elected and appointed officials, officers, employees, attorneys, agents, and volunteers. The
parties have mutually negotiated this waiver. ENGINEER shall similarly 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, to
comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and
assume all potential liability for actions brought their respective employees.
6.7 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 a contractor's safety programs or methods, 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, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
professional liability.
6.8 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
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cost and/or execution. These conditions and cost/execution effects are not the responsibility of
the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate
standard of professional care and judgment in such investigations.
6.9 The provisions of Section 6 shall survive the expiration or termination of this Agreement.
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 attachments. 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.
7.2 Not later than the tenth (10) 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 OF DOCUMENTS
8.1 All internal WORK products of the ENGINEER are instruments or service 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 or unlawful 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 were caused by the ENGINEER's own negligent
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.
8.3 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.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 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 WORK, if deemed necessary by the CITY,
to verify the ENGINEER'S WORK and invoices.
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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 the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 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.
9.6 The records relating to the WORK shall at all times be subject to inspection by and with the
approval of the CITY, but the making of (or failure or delay in making) such inspection or approval
shall not relieve ENGINEER of responsibility for the performance of WORK in accordance with
this Agreement, notwithstanding the CITY'S knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery. ENGINEER shall provide the CITY
sufficient, safe, and proper facilities, and/or send copies of the requested documents to the CITY.
ENGINEER'S records relating to the WORK and PROJECT will be provided to the CITY upon the
CITY'S request.
9.7 ENGINEER shall promptly furnish the CITY with such information and records which are related
to the WORK of this Agreement as may be requested by the CITY. Until the expiration of six (6)
years after final payment of the compensation payable under this Agreement, or the final day of
work on the PROJECT, whichever is later, or for a longer period if required by law or by the
Washington State Secretary of State's record retention schedule, ENGINEER shall retain and
provide the CITY access to (and the CITY shall have the right to examine, audit and copy) all of
ENGINEER'S books, documents, papers and records which are related to the WORK performed
by ENGINEER under this Agreement.
9.8 All records relating to ENGINEER'S services under this Agreement must be made available to the
CITY, and the records relating to the WORK and PROJECT are CITY records. They must be
produced to third parties, if required pursuant to the Washington State Public Records Act,
Chapter 42.56 RCW, or by law. All records relating to ENGINEER'S services under this
Agreement must be retained by ENGINEER for the minimum period of time required pursuant to
the Washington State Secretary of State's records retention schedule.
9.9 The terms of this section shall survive any expiration or termination of this Agreement.
SECTION 10 INSURANCE
10.1 At all times during performance of the Services, ENGINEER shall secure and maintain in effect
insurance to protect the City and the ENGINEER from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this Contract. ENGINEER shall
provide and maintain in force insurance in limits no less than that stated below, as applicable.
The City reserves the rights to require higher limits should it deem it necessary in the best interest
of the public.
10.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by
the parties, ENGINEER shall provide the City with a certificate of insurance as proof of
commercial liability insurance and commercial umbrella liability insurance 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 occurrence combined single limit bodily injury and
property damage, and Two Million Dollars ($2,000,000.00) general 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 policy shall name the City, its elected and
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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.
10.1.2. Commercial Automobile Liability Insurance.
a. If ENGINEER owns any vehicles, before this Contract is fully executed by the
parties, ENGINEER shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
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 occurrence combined single limit
bodily injury and property damage. Automobile liability will apply to "Any Auto" and be
shown on the 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 Contract, 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 Contract. 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.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state
law.
10.1.4. 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 officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected 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.
SECTION 11 SUBCONTRACTS
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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 does not anticipate ENGINEER subcontracting with any additional persons or firms for the
purpose of completing this Agreement.
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. It is expressly intended and agreed 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.
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 Washington 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 arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and
subcontractors shall not discriminate in violation of any applicable federal, state and/or local law
or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any
other classification protected under federal, state, or local law. This provision shall include but
not be limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, selection for
training, and the provision of services under this Agreement. ENGINEER agrees to comply with
the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
SECTION 16 SUSPENSION OF WORK
16.1 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
Page 9
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 ninety (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 17.
SECTION 17 TERMINATION OF WORK
17.1 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.
17.2 In addition to termination under subsection 17.1 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.
17.3 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 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.
17.4 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.
17.5 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.
17.6 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.
17.7 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.
17.8 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
Page 10
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.
SECTION 18 DISPUTE RESOLUTION
18.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 19 NOTICE
19.1 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 shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
2220 East Viola
Yakima, WA 98901
Attn: Dana Kallevig, Utility Project Manager
City Manager, City of Yakima
129 North 2nd Street
Yakima, WA 98901
ENGINEER: Fiberglass Structural Engineering
4255 Stuart Rd.
Bellingham, WA 98226
Attn: Randy Rapoza
SECTION 20 SURVIVAL
20.1 The foregoing sections of this Agreement, inclusive, shall survive the expiration or termination of
this Agreement in accordance with their terms.
Page 11
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 YAKIMA
Jeff Cutter, I
ity Manager
Printed Name:.-FiT ( _c 1/41ter
ev
Date:
Attest
61 0, d -el
Signature
Printed Name: /let c_ s 4_.)6 fc.1
Title:
City Contract No. 2016- 0,F4„
Resolution No. R-2016- Y1/4
Page 12
(ru l'ff
LI/ 1)//�
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that .ZLFe (j,s%,e,- is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged itl ftieCITY MANAGER of the CITY OF
YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated:
Seal or Stamp
'1-/3-.2oi6
Notary Public
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
January 12, 2020
/9,elOtzte a4,,,
(Signature)
Title
/'dtatf G
Printed Name
My commission expires:
Page 13
/417/1
VI .21 .4.)3 a
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that _Marcus Warolin 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 _Controller
of _Fiberglass Structural Engineering Inc. to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated: April 13th 2016
Title
Notary
Chris Renoud
Printed Name
My commission expires: 11/29/18
Page 14
FSE
FIBERGLASS
STRUCTURAL
ENGINEERING
EXHIBIT A
SCOPE OF WORK
Fiberglass Structural Engineering is pleased to submit this proposal to provide inspection and
engineering services for the refurbishment of a T 0 x 22' long sodium hypochlorite tank located
at the Yakima Regional Wastewater Treatment Facility in Yakima, WA.
We understand the fiberglass reinforced plastic (FRP) tank was used for sodium hydroxide
storage from 1992 until 1999, when it was converted to sodium hypochlorite storage.
Scope of Work
The scope of proposed work includes:
1. A site visit to inspect the tank and evaluate its condition. Emphasis will be placed on
determining feasibility of refurbishing and upgrading the tank to provide a 20 to 30 -year
additional service life.
2. The inspection results will be used to develop a specification that details the materials
and methods to be used for relining the tank, replacing nozzles and adding structural
reinforcements as required. The specification will include flange construction, laminate
thicknesses and sequences, acceptable quality levels, resin system, curing system and
Owner's acceptance criteria. The specification is intended to be used as a contract
document that will govern the work and also provide a single design or scope of work for
bidding purposes.
3. A Quality Assurance inspection is recommended at the completion of grit blasting and
before any lamination or repair work begins. The inspection will provide a visual
examination of the prepared surfaces, investigation of any degraded laminate that
extends into the structural, or load bearing, portion of the laminate and verification of
proper materials and methods. The inspection will also be used to witness removal of
bond tests for verification of bonding characteristics to the prepared tank surfaces. The
specification will be reviewed with the FRP repair contractor and any questions or issues
will be discussed and resolved prior to the work commencing.
4. A Quality Assurance inspection is recommended at completion of all lamination work
and top coating and prior to post curing to verify acceptable quality levels and relative
laminate hardness. Any work with defects exceeding the maximum allowable levels of
visual defects will be identified by the inspector and be repaired by the contractor prior to
post curing.
Exclusions and Assumptions
FSE assumes that the equipment was adequately designed, fabricated and installed originally,
and will not perform calculations to confirm adequacy for current service by this proposal.
Latent defects that cannot be identified by visual inspection may exist, and defects of any type
may exist where inspection was not possible.
FSE is registered with MRSC under Consulting Engineers for the Small Works Roster.
All work to be invoiced on a time and expense basis, in accordance with FSE Fee Schedule FS -
16 and our standard Terms, attached.
Page 15
EXHIBIT B
Professional Fees
Item 1
PM Inspection of Sodium Hypochlorite Tank T & E
5,400.00
USD
The estimate includes:
• Preparation and coordination prior to the inspection.
• Round trip travel expenses (from Bellingham, WA).
• Subsistence expenses for Preventive Maintenance Inspector.
• One (1) 6 -hour on-site inspection day.
• Internal report of findings to be used by FSE Engineering for
developing specification.
Item 2
Write Repair / Refurbishing Specification T & E
4,900.00
USD
The estimate includes:
• Detailing Scope of Work.
• Developing drawings for flange construction, installation, and any
additional structural reinforcement (if deemed necessary).
• Writing laminate tables.
• Writing specification.
Item 3
Interim Quality Assurance Inspection T & E
5,500.00
USD
The estimate includes:
• Preparation and coordination prior to the inspection.
• Round trip travel expenses (from Bellingham, WA).
• Subsistence expenses for Quality Assurance Inspector.
• One (1) 6 -hour on-site inspection day.
• Report of findings.
Item 4
Final Quality Assurance Inspection T & E
4,000.00
USD
The estimate includes:
• Preparation and coordination prior to the inspection.
• Round trip travel expenses (from Bellingham, WA).
• Subsistence expenses for Quality Assurance Inspector.
• One (1) 4 -hour on-site inspection day.
• Final inspection report.
Total Estimated Time and Expense for Scope Items 1 through 4
$19,800.00
USD
Page 16
FSE
FIBERGLASS
STRUCTURAL
ENGINEERING
FIELD SERVICES:
EXHIBIT "C"
SCHEDULE OF RATES
Hourly Rate Schedule - Domestic
Billing Classification Standard Rate Travel Rate
Preventive Maintenance Engineer IV $153 $115
Preventive Maintenance Engineer V 178 134
Preventive Maintenance Engineer VI 198 149
Quality Assurance Inspector IV 148 111
Quality Assurance Inspector V 166 125
Quality Assurance Inspector VI 180 135
ENGINEERING SERVICES:
Billing Classification Standard Rate
Design Engineer I $ 98
Design Engineer II 119
Design Engineer 111 142
Design Engineer IV 153
Design Engineer V 178
Design Engineer VI 198
Design Engineer VII 215
Project Engineer 178
Senior Project Engineer 203
Project Manager 203
Senior Project Manager 215
Principal Engineer 271
Technical Assistant 87
Drafter/CAD Operator 97
Engineering Technician 108
Project Clerk 53
Applies to work performed within the United States of America, or Canada.
Page 17