HomeMy WebLinkAboutMorrow, Jeffrey S. - Downtown Planting and Irrigation Improvements J
For City of Yakima Use Only: AGREEMENT
Contract No. BETWEEN
Project No.
Resolution No. CITY OF YAKIMA, WASHINGTON .
RFQP No
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JEFFREY S. MORROW
FOR PROFESSIONAL SERVICES
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THIS AGREEMENT, made and entered into on this day of jj i ! /_ 2016,
by and between the City of Yakima, Washington, a municipal corporation with its prin .al o ice at
129 North 'Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", a , • Jeffrey S.
Morrow, Landscape Architect, with his principal office 614 S. 69th Ave Yakima WA. 98908
hereinafter referred to as "CONSULTANT "; said CONSULTANT is licensed and registered to do
business in the State of Washington, and will provide services under this Agreement for conceptual
design, construction documents and observation during the construction of planting and associated
improvements to downtown planting and irrigation facilities, on' behalf of the City of Yakima.
WITNESSETH:
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RECITALS
WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this
Agreement and subsequent Amendments thereto; and
WHEREAS, CONSULTANT 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 CONSULTANT 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
2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in
writing by both parties, duties of CONSULTANT shall not be construed to exceed those
services specifically set forth herein.
2.2 Basic Services: CONSULTANT agrees to perform those tasks described below (the
PROJECT):
a. Conceptual Design. Conceptual design plans will be prepared which locate and
establish the concept and character of the landscape design. This includes a proposed
planting plan (trees, shrubs, ground cover) and an irrigation plan for the project.
b. Construction Documents. Construction information documents will be prepared for the
landscape and irrigation plans. These documents include plans and specifications
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which together will define the way the landscape construction will be implemented.
The construction documents will be provided to the CITY in electronic drawing files
• (.DWG). The plans will address plant materials, soil preparation, irrigation plans and
equipment, and any necessary details associated with the project. The CITY will
prepare final construction documents and bid the project(s).
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c. Construction Observation. CONSULTANT will provide construction observation
services while the project is being built to ensure that the work is consistent with the
design's intent. CONSULTANT will make a minimum of two (2) site visits at each site,
including one site visit mid - project and one site visit at the end of constru tion to ensure
the plans were properly followed. Additional site visits will be billed separately and
apart from the compensation outlined in Section 5, and will only be made upon
approval by the CITY.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY - FURNISHED DATA: The CITY will provide to the CONSULTANT all necessary
technical data in the CITY'S possession relating to the CONSULTANT'S services on the
WORK.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to CONSULTANT as required for CONSULTANTS performance of its services
and will provide labor and equipment as reasonably required by CONSULTANT for such
access. •
3.3 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. CONSULTANT shall be entitled to reasonably rely
on such instructions made by the CITY'S Representative unless otherwise directed in
writing by the CITY.
3.4 Any documents, services, and reports provided by the CITY to the CONSULTANT are
available solely as additional information to the CONSULTANT and will not relieve the
CONSULTANT of its duties and obligations under this Agreement or at law. The
CONSULTANT 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
In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with
WORK described in Section 2.2 above. The time for completion shall be no more than sixty (60)
days after both the CITY and CONSULTANT sign this Agreement.
SECTION 5 COMPENSATION
5.1 For the services described in Section 2.2 above, compensation shall be no more than TWO
THOUSAND SIX HUNDRED TWENTY FIVE AND 00 /100ths DOLLARS ($2,625.00) for
the project on 2 Street and FIVE THOUSAND SEVEN HUNDRED AND SEVENTY FIVE
AND 00 /100ths DOLLARS ($5,775.00) FOR THE PROJECT AT Public Works. For a total
not to exceed of EIGHT THOUSAND FOUR HUNDRED AND 00 /100ths DOLLARS
($8,400.00)
5.2 The CONSULTANT shall submit with each invoice a summary of time expended on the
PROJECT for the current billing period, 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 CONSULTANT, promptly if any problems are noted with
the invoice. CITY may question any item in an invoice, noting to CONSULTANT the
questionable item(s) and withholding payment for such item(s). The CONSULTANT may
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resubmit such item(s) in a subsequent invoice together with additional supporting
information required.
5.3 Payment terms are net 30 after receipt of approved invoice(s).
5.4 If additional site visits are authorized by the CITY, CONSULTANT shall be paid his hourly
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rate of $90.00, in increments of 15 minutes.
SECTION 6 RESPONSIBILITY OF CONSULTANT
6.1 INDEMNIFICATION:
(a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its
• elected 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 caused
by any negligent act, action, default, error or omission or willful misconduct arising
out of the CONSULTANT'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 CONSULTANT,
the CONSULTANT shall at once cause the same to be dissolved and discharged
by giving bond or otherwise.
(b) CITY agrees to indemnify and hold the CONSULTANT 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 service.
(c) If the negligence or willful misconduct of both the CONSULTANT 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 CONSULTANT 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) CONSULTANT'S Waiver of Employer's Immunity under Title 51
RCW. CONSULTANT 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 CONSULTANT'S
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indemnification, defense, and hold harmless obligations set forth above in section
A, CONSULTANT specifically waives any immunity granted under Title 51 RCW,
and specifically assumes all potential liability for actions brought by employees of
the CONSULTANT against the CITY and its elected and appointed officials,
officers, employees, attorneys, agents, and volunteers. The parties have mutually
negotiated this waiver. CONSULTANT shall similarly require that its
subcontractors, and anyone directly or indirectly employed or hired by
CONSULTANT, and anyone for whose acts CONSULTANT 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. The provisions of
this section shall survive the expiration or termination of this Agreement.
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(e) Nothing contained in this Section or this Agreement shall be construed to create a
liability or a right of indemnification in any third party.
6.2 In any and all claims by an employee of the CONSULTANT, 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 CONSULTANT or a subcontractor under workers' or workmens'
compensation- acts, disability benefit acts, or other employee benefit acts.
SECTION 7 ACCESS TO RECORDS
7.1 The CONSULTANT 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 shall have
access to such books, records, documents, and other evidence for inspection, audit, and
copying for a period of six (6) years after completion of the work. 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 CONSULTANT'S work and invoices.
7.2 The CONSULTANT shall ensure that the foregoing paragraph is included. in any
subcontractor for work to be carried out under this Agreement.
SECTION 8 INSURANCE
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At all times during performance of the Services, CONSULTANT shall secure and maintain in effect
insurance to protect the City and the CONSULTANT from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this Agreement. CONSULTANT
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.
8.1 Commercial General Liability Insurance. Before this Agreement is fully executed
by the parties, CONSULTANT shall provide the CITY with a certificate of insurance
as proof of commercial liability insurance and commercial umbrella liability
insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00)
per occurrence combined single limit bodily injury and property damage, and Two
Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state
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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, attorneys and volunteers as additional
insureds, and shall contain a clause that the insured will 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.
8.2 Commercial Automobile Liability Insurance.
a. If CONSULTANT owns any vehicles, before this Agreement is fully
executed by the parties, CONSULTANT shall provide the CITY with a certificate
of insurance as proof of commercial automobile liability insurance and
commercial umbrella liability insurance with a total minimum liability limit 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 CONSULTANT 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 8.1 entitled "Commercial General Liability Insurance ".
c. Under either situation described above in Section 8.2.a and Section 8.2.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, attorneys and volunteers as additional insureds,
and shall contain a clause that the insured will 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.
8.3 Statutory workers' compensation and employer's liability insurance as required
by state law.
SECTION 9 SUBCONTRACTS
CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to
subcontract any portion of the WORK to be performed under this Agreement.
SECTION 10 ASSIGNMENT
This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or CONSULTANT 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 11 INTEGRATION
This Agreement represents the entire understanding of CITY and CONSULTANT 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 12 JURISDICTION AND VENUE
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 for all disputes arising under this Agreement shall be in a court of competent
jurisdiction in Yakima County, State of Washington.
SECTION 13 EQUAL EMPLOYMENT and NONDISCRIMINATION
During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants
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
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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. CONSULTANT agrees to comply with the applicable provisions
of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
SECTION 14 TERMINATION OF'WORK
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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
ten (10) 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.
SECTION 15 DISPUTE RESOLUTION
• In the event that any dispute shall arise as to the interpretation of this agreement, then the parties
shall first pursue mediation as a means to resolve the dispute.
SECTION 16 NOTICE
Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth herein. ' 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.
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 JEFFREY S. MORROW
Jeff Cuttt /1'1/ na r
Printed Name: 3
Y1' C_ (,t4-QY Printed Name: sj y
Title: Interim City Manager Title: Se4 ' e4 Pe A2c -4-I
Date: MAI 91-(, 9c up
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CITY CONTRACT NO: c4 /OV \
RESOLUTION NO: h /