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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 • AND• JEFFREY S. MORROW FOR PROFESSIONAL SERVICES 4 41- 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: • 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 • 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). • • 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 • • 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 • 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 • 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. • . J (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 • 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 • 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 • • 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 • 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 I is • , rr " c /r Attes '� a1� iu!_ •` � ity CI. 1 �, �• , I TON CITY CONTRACT NO: c4 /OV \ RESOLUTION NO: h /