HomeMy WebLinkAboutR-2012-063 Water Utility Advanced Metering Infrastructure Request for Proposals Agreement; Gray and Osborne, Inc. RESOLUTION NO. R- 2012 -63
A RESOLUTION authorizing the City Manager to execute the attached and incorporated
engineering and consulting services agreement with Gray and Osborne,
Inc for engineering and consulting services associated with the Water
Utility Advanced Metering Infrastructure Request for Proposals.
WHEREAS, the City of Yakima Water /Irrigation Division requires engineering and
consulting services associated with the Water Utility Advanced Metering Infrastructure Request
for Proposals; and
WHEREAS, the City of Yakima Water /Irrigation Division representatives have complied
with the provisions of RCW 39.80 which concerns the procurement of engineering and
architectural services by a city; and
WHEREAS, the City of Yakima Water /Irrigation Division representatives will continue to
comply with the provisions of RCW 39.80 which concerns the procurement of engineering and
architectural services by a city for future engineering and architectural services; and
WHEREAS, Gray and Osborne, Inc has the necessary expertise and experience to
perform and provide the required engineering consulting services and is willing to do so in
accordance with the attached agreement; and
WHEREAS, the Water Utility Advanced Metering Infrastructure is funded by a Public
Works Trust Fund low interest loan; and
WHEREAS, the City Council deems it to be in the best interest of the City to enter into
an agreement with Gray and Osborne, Inc. for engineering and consulting services associated
with the Water Utility Advanced Metering Infrastructure Request for Proposals; Now, Therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated engineering and consulting services agreement with Gray and Osborne, Inc. for
engineering and consulting services associated with the Water Utility Advanced Metering
Infrastructure Request for Proposals.
ADOPTED BY THE CITY COUNCIL this 15 day of May 2012.
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Micah Cawley Mayor
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AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
GRAY and OSBORNE, INC.
FOR PROFESSIONAL SERVICES
•
THIS AGREEMENT, made and entered into on th 1' day of f" 1 A-1 , 2012, by and
between the City of Yakima, Washington, a municipal corporation with principal ffices at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", and GRAY and OSBORNE, INC ,
with an office at 107 South Third Street, Yakima WA 98901 and which corporation and its principal
engineers performing this Agreement are licensed and registered to do business in the State of
Washington, hereinafter referred to as "ENGINEER, for WATER UTILITY ADVANCED METERING
INFRASTRUCTURE, herein called the "PROJECT "
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for Water
Utility Advanced Metering Infrastructure Request for Proposals, proposal evaluation and construction
management, 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,
Jeff Stevens, P E. 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 "
WATER UTILITY ADVANCED METERING INFRASTRUCTURE" (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 "
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or
time required for, performance of any services under this Agreement, a contract price
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and /or completion time adjustment pursuant to this Agreement shall be made and this
Agreementshall 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 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 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 therefrom
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, on a time spent basis
plus reimbursement for direct non - salary expenses
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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 fifteen percent (15 %) and on the basis of current rates when
furnished by ENGINEER Estimated Direct Non - Salary Expenses are shown in Exhibit B
51.1 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 forty dollars ($40) 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
51.2 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 1.10 times the actual costs billed by the Professional Subconsultant 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 Thirty Thousand Dollars ($30,000) 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
withholding payment for such item(s) The ENGINEER may resubmit such item(s) in a
subsequent invoice together with additional supporting information required
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5 4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty -first (61) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less, provided, however, that
no interest shall accrue pursuant to Chapter 39 76 RCW when before the date of timely payment
a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of
RCW 39 76 020(4)
5 5 Final payment of any balance due the ENGINEER for PROJECT services will be made within
forty -five (45) days after satisfactory completion of the 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
officials, agents, officers, and employees (hereinafter "parties protected ") from (1)
claims, demands, liens, lawsuits, administrative and other proceedings, and (2)
judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses
(including legal fees, costs, and disbursements) 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 Engineer's performance under this
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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, defend, and hold the ENGINEER harmless from loss, cost, or
expense, including legal fees, of any kind claimed by third parties, including without
limitation such loss, cost, or expense resulting from injuries to persons or damages to
property, caused solely by the negligence or willful misconduct of the CITY, its
employees, or agents in connection with the PROJECT
(c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person
identified above for whom each is liable) is a cause of such third party claim, the loss,
cost, or expense shall be shared between the ENGINEER and the CITY in proportion to
their relative degrees of negligence or willful misconduct and the right of indemnity will
apply for such proportion
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 as evidenced by their specific and express initialing of this
paragraph yy��
ENGINEER'S INITIALS CITY'S INITIALS ./4//^
6 6 It is understood that any resident engineering or inspection provided by ENGINEER is for the
purpose of determining compliance with the technical provisions of PROJECT specifications and
does not constitute any form of guarantee or insurance with respect to the performance of a
contractor ENGINEER does not assume responsibility for methods or appliances used by a
contractor, for 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 7 SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observation, exploration, and
investigations have been made Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total PROJECT
cost and /or execution These conditions and cost/execution effects are not the responsibility of
the ENGINEER, to the extent that ENGINEER has exercised the applicable standard of
professional care and judgment in such investigations
SECTION 7 PROJECT SCHEDULE AND BUDGET
7 1 The general PROJECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and 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
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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 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 where 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
91 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
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
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SECTION 10 INSURANCE
10 1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide Certificates of
Insurance satisfactory to the CITY as evidence that policies providing the following coverage and
limits of insurance are in full force and effect. The CITY and the CITY'S officers, principals,
employees, representatives, and agents shall be designated as additional insureds on all such
policies except for professional liability and Worker's Compensation Such insurance shall be
primary to the extent covered as additional insureds and other insurance maintained or carried by
the CITY shall be separate and distinct and shall not be contributing with the insurance listed
hereunder
10.1.1 Commercial general liability insurance, including personal injury liability, blanket
contractual liability, and broad -form property damage liability coverage The combined
single limit for bodily injury and property damage shall not be less than two million
dollars ($2,000,000) per occurrence /aggregate
10 1 2. Automobile bodily injury and property damage liability insurance covering owned, non -
owned, rented, and hired cars The combined single limit for bodily injury and property
damage shall not be less than one million dollars ($1,000,000) per occurrence
10 1.3. Statutory workers' compensation and employer's liability insurance as required by state
law
10.1.4. Professional liability insurance The limit of professional liability insurance coverage
shall not be less than one million dollars ($1,000,000) for any one claim and policy
aggregate
Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the CITY, its officers, employees, agents, and
representatives thereunder The CITY and the CITY'S officers, principals, employees,
representatives, and agents shall have no obligation for payment of premiums because
of being named as additional insureds under such insurance None of the policies
issued pursuant to the requirements contained herein shall be 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
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
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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 that state. If any part of this
Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void
insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and
effect. Venue of all disputes shall be Yakima County, State of Washington
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15 1 During the performance of this Agreement, ENGINEER 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
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
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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
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 the afore mentioned methods are either not
successful then any dispute relating to this Agreement shall be decided in the Yakima Superior
Court 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
Page 9
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
2301 Fruitvale Boulevard
Yakima, WA 98902
Attn Mr David Brown, Water /Irrigation Manager
ENGINEER: Gray and Osborne, Inc.
701 Dexter Avenue North, Suite #200
Seattle, WA 98109]
Attn Mr Thomas M Zerkel P E.
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 • GRAY and OSBORNE INC
Signature Signature
Printed Name. Michael A. Morales Printed Name Thomas M. Zerkel
Title Interim City Manager Title President
Date /(_I ° I Date 4 .0? D 24 / Z.
0 NO S `1!
Attest�� -I, '' ' Zy t l •
Sonya Cla.�'j Tee, City Clerk f,, i
Q• V
.�. • J,
City Contract No 2012 - t o � 1 ; b ,� ' • ••w �' If
Resolution No R -2012- l 5
Page 10
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that MICHAEL A. MORALES 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 it as the INTERIM CITY 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: � / 7 , Oa/ a
Seal or Stamp
giud6.1601416■46.46"4•46d646.4 11--
(Signature) ,,
i KAARRE ALLYN )�`" '
Notary Public Title
State of Washington
Expir I I \ 4 ( bi
My Commission Expires � �r�
April 11, 2016 Printed Name
My commission expires: 1 b I
STATE OF WASHINGTON
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that THOMAS M ZERKEL, 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 President of Gray & Osborne, Inc.
to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated NVN \ (� ►O ) �O \`a
Seal or Stamp
4
c /
(
(Signature)
QAT
Title
0 WA 41-S M . „Z. ts?2 IG &L
Printed Name
My commission expires. I I t
MELISSA DRYSDALE
STATE OF WASHINGTON
NOTARY PUBLIC
MY COMMISSION EXPIRES
03 -09 -15
Page 12
EXHIBIT A
CITY OF YAKIMA
WATER UTILITY ADVANCED METERING INFRASTRUCTURE
ENGINEERING SERVICES
SCOPE OF WORK
During the term of this AGREEMENT, the ENGINEER shall perform professional services in
connection with the following project:
Background
The City of Yakima (City), Washington, completed a study in May 2010 to evaluate the
installation of an automated meter reading (AMR) system or advanced metering infrastructure
(AMI) for its water utility. The study focused on alternatives that would convert the existing
manual meter reading process to AMI technology. Among the alternatives considered was a
stand -alone AMI system serving only the City of Yakima and two other alternatives that
including partnering with neighboring water utilities The City decided to move forward with a
stand -alone AMI system.
At the time the study was completed, the City had approximately 19,000 water customers and
intended to retain approximately 5,300 of its existing water meters that are relatively new and
replace approximately 13,700 of its meters with new positive displacement meter with an
encoded register. The new AMI system would include new metertransmitting units (MTUs) for
all water meters and an advanced metering infrastructure that includes data collecting units
(DCUs) and new software that would be installed on City computers for transferring the data to
the City's water billing system and provide water usage data and trends to the City
This scope of work assumes that the City will develop a stand -alone AMI system serving the
City of Yakima only. The AMI system provider will design the entire system and be responsible
for furnishing and installing a complete working AMI system that includes new meters and
registers where desired, new meter transmitting units on all meters, data collection equipment,
and utility billing software modifications as well as associated training, commissioning, and
startup services. The AMI system vendor will be responsible for performing any
communications technology studies, including radio propagation studies, necessary to design
and furnish a working AMI system that covers the City's entire water service area The AMI
system would be procured under the authority of RCW 39.04.270, which allows acquisition of
electronic data processing and telecommunications systems through negotiated procurement.
The City anticipates having the installation work begin in October, 2012 and have the installation
completed by October 31, 2014
Page 13
Scope
Gray & Osborne would provide the following engineering services
1. Prepare a request for proposal (RFP) that conforms to City of Yakima contracting
standards and includes:
• Contract
• Instructions to Proposers
• Bid Proposal
• Bond and Insurance Requirements
• General Conditions /Special Conditions
• Prevailing wages
• Technical Specifications to Include:
• New Meters and Registers
• Meter Transmitting Units
• Data Collection Units
• AMI software
• AMI System Testing and Commissioning Requirements
2. Quality Assurance /Quality Control Reviews at the 15 percent and 90 percent
phase of RFP development.
3. One meeting with the City to kick off the RFP development and a second
meeting to review the RFP prior to finalizing and going to bid.
4. Bid and award services, to include.
• ' Responding to contractor's requests for information (RFI)
• Preparing and issuing addenda to the RFP.
• Assisting the City with evaluating proposals prior to award.
5. Engineering assistance during AMI installation to include reviews of:
• AMI Design Report
• System Layout Drawings
• Equipment Submittals
• Factory Test Results for AMI Components
• Field Test Results for Installed AMI System
• Operation and Maintenance Manuals
6. Review all requests for information from the contractor and provide written
responses to the City.
7. Provide field assistance during installation, testing, and commissioning of the
AMI system.
Deliverables
Deliverables include the following:
Page 14
• Draft and Final RFPs
• Written RFI responses duringbidding.
• Written comments summarizing evaluation of proposals.
• Technical submittal review comments.
• Written RFI responses.
• Memoranda to the City summarizing field visit assistance.
Assumptions
This scope of work does not include construction management services. The City of Yakima
will provide day -to -day inspection and oversight for the meter /register /meter transmitter unit and
data collection system installation work.
BUDGET SUMMARY
Itemized costs are presented in Attachment "B ", and are summarized below.
Task Budget
Develop Request for Proposal $ 12,765
QA/QC 1,745
Two Meetings with City of Yakima 2,618
Bid and Award Services 3,840
Field Assistance During Installation, Testing, and Commissioning 8,876
Expenses (Mileage, printing) 156
Total $30,000
Page 15
EXHIBIT "B"
ENGINEERING SERVICES
SCOPE AND ESTIMATED COST
City of Yakima - Water Utility Automated Meter Reading Infrastructure Engineering Services
Project
Principal Manager Project CAD
Tasks Hours Hours Engineer Tech
1 Develop Request for Proposal 4 24 64 12
2 QA /QC 4 4 4
3 Two Meetings with City of Yakima 6 6 6
4 Bid and Award Services 4 12 12
5 Field Assistance during Installation, Testing, & Commissioning 4 24 40
Hour Estimate: 22 70 126 12
Estimated Hourly Rates: $56 $46 $38 $28
Direct Labor Cost $1,232 $3,220 $4,788 $336
Subtotal Direct Labor: $ 9,576
Indirect Costs (171 %): $ 16,375
Total Labor Cost: $ 25,951
Fee (15 %): $ 3,893
Subtotal Labor & Fees: $ 29,844
Direct Non - Salary Cost:
Expenses $ 156
TOTAL ESTIMATED COST: $ 30,000
- Page 16
t, I
}
ti+ EXHIBIT "C"
SCHEDULE OF RATES
FOR
Gray and Osborne, Inc.
(January 1, 2012, Through December 31, 2012)
Invoices from Gray & Osborne, Inc include all labor charges, other direct costs, and costs associated with
in -house services Charges include only those services directly attributable to the execution of the work.
Time spent'when traveling in the interest of work will be charged in accordance with the hourly rates
Labor charges are based upon standard hourly billing rates for each category of staff. The billing rates
include costs for salary, payroll taxes, insurance associated with employment, benefits (including holiday,
sick leave, and vacation), administrative overheads, and profit. Rates by labor category are as follows
Personnel Hourly Rate
Category
Principal $174.52
Project Manager $143.36
Civil Engineer $118.43
Financial Analyst $118.43
CADD Technician $87 26
Subcontractor costs will be invoiced at direct cost plus an administrative fee of 10% Other direct costs,
including materials, travel, and subsistence will be invoiced at actual cost.
Page 17
*( A .‘
Jae,
BUSINESS BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting of: May 15, 2012
ITEM TITLE: Resolution authorizing engineering and consulting services
agreement with Gray' and Osborne, Inc for engineering and
consulting services associated with the Water Utility
Advanced Metering Infrastructure Request for Proposals
not to exceed $30,000
SUBMITTED BY: Joan Davenport, Acting CED Director
Dave Brown, Water /Irrigation Manager
CONTACT Dave Brown, Water /Irrigation Manager, 509 - 575 -6204
PERSON /TELEPHONE:
SUMMARY EXPLANATION:
In 2009 the City Council adopted a policy issue to move the water utility toward automated
meter reading, approved an inter -local agreement with the City of Selah and Nob Hill Water
Association to complete an evaluation of automating the function of water meter reading and
to determine if the three utilities could benefit from collaborating on the project and approved
a contract with Gray and Osborne, Inc. to evaluate the feasibility of automating water meter
reading. The feasibility study results indicate: a joint meter reading project would not provide
any benefits; a procurement process where infrastructure purchases might be shared
should be pursued; an request for proposals (RFP) for a negotiated purchase under RCW
39.04.270 would provide the most benefit.
The attached contract with Gray and Osborne Inc. is to assist the Water /Irrigation division in
preparing a RFP, to assist in evaluating the proposals and to assist in managing the
installation of the automated meter reading system.
The Automated meter reading system is being funded through water rates and charges, a
$5,000,000 Public Works Trust Fund Loan at 0.5% interest and from the wastewater utility.
Engineering cost not to exceed: $30,000
Resolution X Ordinance Other
(specify)
Contract: X Mail to: Jeff Stevens; Gray & Osborne 107 South Third
Street, Yakima WA 98901
Contract Term: Amount: 30,000 Expiration Date:
Insurance Required? Yes
Funding 477 Water Inprovement Fund, Public
Phone: 509 - 453 -4833
Source: Works Trust Fund Loan
APPROVED FOR City Manager
SUBMITTAL:
STAFF RECOMMENDATION:
Adopt resolution
BOARD /COMMISSION RECOMMENDATION:
ATTACHMENTS:
Click to download
❑ Resolution
L Contract
AGREEMENT FOR PROFESSIONAL SERVICES
ADDENDUM NO. 1
This Addendum, hereinafter identified as Addendum No. 1, is hereby entered into and made
a part of the Agreement between City of Yakima, Washington, and Gray & Osborne, Inc., for
Professional Services first entered into on the 17th day of May , 2012 by the City of
Yakima, hereinafter called the "CITY," and Gray & Osborne, Inc., hereinafter called the
"ENGINEER."
WITNESSETH: That in consideration of the mutual covenants and agreements herein
contained, the parties hereto do mutually agree to amend, revise, and /or add the following to
the referenced Agreement:
SECTION 2 - SCOPE OF SERVICES
2.1 Basic Services: ENGINEER agrees to perform additional work
tasks described in the attached Addendum No. 1 Exhibit A: City
of Yakima: Water Utility Advanced Metering Infrastructure.
SECTION 5 — COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC
HOURLY RATES: For the services described in the attached
Addendum No. 1 Exhibit A, compensation shall be on a time
spent plus expenses basis with estimated fees shown on the
attached Addendum No. 1 at the ENGINEER's normal hourly billing
rates shown on Exhibit B attached.
• IN WITNESS WHEREOF the parties hereto duly enter into and execute this Addendum
No. 1, as of this. A f day o —, ' , 2013.
CITY+ YAKIMA Gray & Osborne, Inc.
Signature Signature
Printed Name: ony O'Rourke. Printed Name: / h AI. Zesaek.ez_
Title: City Manager , Title:_ A o. -, 1
r, el
Date: _ * i � Date: 36 .e)/
Attest O,� • , /G , V� ^ `
•, yi `
City C k . { 1 "�;
City Contract No. 2012 -44
Resolution No. R- 2012 -063
EXHIBIT "A"
SCOPE OF WORK
CITY OF YAKIMA
WATER UTILITY AUTOMATED METER READING INFRASTRUCTURE
ENGINEERING SERVICES
BACKGROUND
The City of Yakima (City), Washington, issued a Request for Proposals in late 2012 to
procure and install an advanced metering infrastructure (AMI) system for its water utility.
The City received and evaluated proposals and has elected to move forward with
negotiations with Badger Meter, Inc.
The City desires assistance during the installation phase of the project. This scope of
work assumes that the City will provide the day -to -day inspection services during
installation and that engineering assistance will be required for certain non - routine
requirements outlined below.
SCOPE
Gray & Osborne would provide the following engineering services:
1. Assist with final contract negotiations to allow City to sign a contract with
Badger Meter.
2. Conduct and provide written documentation for a preconstruction
conference attended by City personnel and Badger Meter personnel. i
G &O will attend if requested.
3. Process monthly progress estimates.
4. Review technical submittals, to include preparing written review letters.
5. Respond to and track requests for information (RFIs) during installation,
to include coordinating field visits, coordinating the response with the City
and preparing written responses documenting the response
6. Prepare change orders as needed.
7. Assist the City with contract close out.
DELIVERABLES
Deliverables include the following:
c &0 420130 14 Page 1 of 2
•
•
,
-.
• Draft and Final Preconstruction Meeting Minutes
• Monthly Progress Estimates
• Technical submittal review comments.
• Written RFI responses.
• Written Change Orders
ASSUMPTIONS
This scope of work does not include construction inspection services. The City of
Yakima will provide day -to -day inspection and oversight for the meter /register /meter
transmitter unit and data collection system installation work. The City will coordinate
with Badger Meter for all training, testing and commissioning to bring the AMI system
into service.
BUDGET SUMMARY
Itemized costs are presented in the attached Exhibit B, and are summarized below.
Summary Budget
Task - Budget
Assist with Final Contract Negotiations $600
Preconstruction Conference $900
Monthly Progress Estimates $3,900
Review Technical Submittals $3,900
Requests for Information $6,720
Prepare Change Orders $7,160
Project Closeout $1,100
Mileage and Expenses $648
Total $24,928
G &O #20130 14 Page 2 of 2
EXHIBIT "B"
ENGINEERING SERVICES
SCOPE AND ESTIMATED COST
City of Yakima - Water Utility Automated Meter Reading Infrastructure Engineering Services
Project
Manager Project
Tasks Hours Engineer CAD Tech
1 Assist with Final Contract Negotiations - 4
2 Preconstruction Conference 6 0 0
3 Monthly Progress Estimates 6 24
4 Review Technical Submittals 6 24
5 Requests for Information 16 24 12
6 Prepare Change Orders 16 24 16
7 Project Closeout 4 4
Hour Estimate 58 100 28
Estimated FuIIy Burdened Hourly Rates: $150 $125 $110
Fully Burdened Labor Cost $8,700 $12,500 $3,080
Total FuIIy Burdened Labor Cost $ 24,280
Direct Non - Salary Cost:
Mileage & Expenses (Mileage @ $0.56 /mile) $ 648
TOTAL ESTIMATED COST: $ 24,928
G &O #20130 14 Page 1 of 1
AGREEMENT FOR PROFESSIONAL SERVICES
ADDENDUM NO. 2
This Addendum, hereinafter identified as Addendum No. 2, is hereby entered into and made
a part of the Agreement between City of Yakima, Washington, and Gray & Osborne, Inc., for
Professional Services first entered into on the 17 day of May , 2012 by the City of
Yakima, hereinafter called the "CITY," and Gray & Osborne, Inc., hereinafter called the
"ENGINEER."
WITNESSETH: That in consideration of the mutual covenants and agreements herein
contained, the parties hereto do mutually agree to amend, revise, and /or add the following t�
the referenced Agreement:
SECTION 2 - SCOPE OF SERVICES
2.1 Basic Services: ENGINEER agrees to perform additional work
tasks described in the attached Addendum No. 2 Exhibit A: City
of Yakima: Kissel Well Motor Repair.
SECTION 5 – COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC
HOURLY RATES: For the services described in the attached
Addendum No. 2 Exhibit A, compensation shall be on a time
spent plus expenses basis with estimated fees shown on the
attached Addendum No. 1 at the ENGINEER's normal hourly billing
rates shown on Exhibit B attached.
IN WITNESS WHE' _OF the parties hereto duly enter into and execute this
Addendum No. , as of t :s - day of F-(0- , 2013.
CITY OF Y ^ KIMA Gray & Osborne, Inc.
L_ • / - -
Signa • - Signature
Printed Name: Tony O'Rourke. Printed Name: on *s ,%' , Ze &
Title: City Manager Title: cz s r 4/ z f 7
Date: D- 2 - N s el Date: ZO f3
Attest A. . ' AIL _ 1 � _ 1 �� • S L . ' �
City Cle -� ° I I' _,h`
City Contract No. 2012 -44 ,
Resolution No. R- 2012 -063
EXHIBIT A
SCOPE OF WORK
CITY OF YAKIMA
KISSEL WELL MOTOR REPAIR
ENGINEERING SERVICES
BACKGROUND
In the summer of 2012, lightning struck the City of Yakima's Kissel Well and disabled
the electrical system. The City performed an analysis of the damage and determined
that the motor was not operational. At that time, the City requested the assistance of
Gray & Osborne to determine the next steps.
SCOPE OF WORK
Phase 1. After a review of options, Gray & Osborne was retained by the City to prepare
bid documents that would direct a contractor to pull the pump and motor, perform a
preliminary forensic analysis of the motor, and after the City determined whether the
motor required repair or replacement, reinstall the pump and new or refurbished motor.
The City also requested Gray & Osborne to prepare a cost estimate for the project. The
budget for this work is shown in Summary Budget 1.
Summary Budget 1
Task Budget
Specifications and Estimate $4,450
Total $4,450
This work has been completed by Gray & Osborne and has been accepted by the City.
Phase 2. After completion of the bid documents, the City awarded the project to Picatti
Brothers, Inc. under a small works roster contract. Picatti has completed work to pull
and evaluate the submersible pump motor and the City has decided to move forward
with the next phase of the project, which is to have the motor evaluated for damage and
then determine whether the better alternative is to repair or to replace the motor. The
final task in this phase will be to have Picatti Bros reinstall the pump and motor
The City desires assistance during this next phase of the project. This scope of work
includes engineering assistance during the forensic evaluation of the motor and on -site
inspection during pump and motor reinstallation.
SCOPE
Gray & Osborne will provide the following engineering services:
G &O #20130 14 Page 1 of 2
1. Assist the City as requested during forensic evaluation of the motor.
2. Review technical reports and submittals, and provide written comments to
the City by e-mail or letter, whichever is appropriate.
3. Provide on -site inspection services during reinstallation of the pump and
motor.
4. Assist the City with final acceptance and contract close out.
DELIVERABLES
Deliverables include the following:
• Technical submittal and report review comments.
• Daily inspection reports during pump and motor reinstallation.
• Recommendation of final project acceptance
BUDGET SUMMARY
Itemized costs are presented in Attachment B" and are summarized in Summary Budget
2.
Summary Budget 2
Task Budget
Assistance During Forensic Evaluation $2,400
Review Technical Reports and Submittals $2,700
Site Inspection $6,400
Project Closeout $1,050
Total $12,550
The not -to- exceed budget for this project is provided in Exhibit "B ". This budget is
based on a preliminary estimate of time and expenses. These costs will not be incurred
unless requested by the City, and will not exceeded unless written authorization to do so
is provided by the City.
G &O 1420130.14 Page 2 of 2
EXHIBIT B
ENGINEERING SERVICES
SCOPE AND ESTIMATED COST
City of Yakima - Kissel Well Motor Repair
Project
Manager Project Field
Tasks Hours Engineer Inspector
1 Assistance during Forensic Evaluation 6 12
2 Review Technical Reports and Submittals 8 12 0
3 Site Inspection 4 8 40
4 Project Closeout 2 6
Hour Estimate: 20 38 40
Estimated Fully Burdened Hourly Rates: $150 • $125 $120
Fully Burdened Labor Cost $3,000 $4,750 $4,800
Total Fully Burdened Labor Cost $ 12,550
TOTAL ESTIMATED COST: $ 12,550
G &O #20130 14 Page 1 of 1
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (this "Agreement") is made and entered into as
of Augustp'Z4' , 2015 (the "Effective Date "), by Badger Meter, Inc., a Wisconsin corporation
with its principal place of business at 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223
( "Company "), and City of Yakima, Washington, a Washington municipal corporation with its
principal place of business at 129 N. 2 Street, Yakima, WA 98901 ( "Other Party").
BACKGROUND
Company and Other Party (each, a "Party", and collectively, the "Parties ") desire to
explore possible business arrangements (the "Purpose ") as set forth in Section 1 and, in
connection therewith, may need to disclose to each other certain confidential and proprietary
information and materials. The Parties wish to enter into this Agreement to provide for the
protection of such information and materials and to restrict the use and disclosure of such
information and materials by the receiving Party.
Now therefore, in consideration of the mutual promises and obligations contained herein
and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which
are hereby acknowledged, the Parties mutually agree as follows:
1. Stated Purpose and Objective. Creation of an integrated service for City of Yakima
whereby all relevant data between Cayenta billing system and Beacon (Company's
software package used by Utilities to manage endpoints, gateways and other water
related assets) is automatically kept in sync.
2. Definition of Confidential Information. For purposes of this Agreement, "Confidential
Information" includes but is not limited to: (a) "know- how ", product designs, computer
programs, processes, inventions, current and future (unreleased) products and
technology, and confidential business information such as cost data, profit margins,
market plans, sales strategies, customer preference or needs, customer data and employee
capabilities which are not available to the public, information and materials disclosed
before or after the Effective Date in connection with the Purpose and that are marked as
"Confidential" or "Proprietary"; (b) information disclosed orally and identified as
confidential or proprietary at the time of disclosure and confirmed in writing as
confidential or proprietary within thirty (30) days following initial disclosure; and (c)
any modifications or derivatives prepared by the Receiving Party that contain or are
based upon any Confidential Information obtained from the Disclosing Party, including
any analysis, reports, or summaries of the Confidential Information. The Party
disclosing Confidential Information is referred to in this Agreement as the "the
Disclosing Party" and the Party receiving such Confidential Information is referred to as
the "the Receiving Party".
3. Term. This Agreement shall commence on the Effective Date and terminate on the
earlier of (a) two (2) years after such date or (b) the written notice by either Party to the
other Party of its decision to terminate discussions for cause with thirty (30) days
advance notice in connection with the Purpose. Notwithstanding the termination of this
Agreement, each Party's nondisclosure and other obligations hereunder shall continue in
full force and effect: (a) in the case of Confidential Information that constitutes a trade
Rev. 4/09
Mutual NDA
secret under applicable law, for as long as such Confidential Information remains a trade
secret; and (b) in the case of any other Confidential Information, for a term of five (5)
years from the disclosure of the last portion of such Confidential Information.
4. Limitations on Use. The Receiving Party shall only use the Confidential Information in
connection with its analysis of, and discussions concerning, the Purpose and shall not use
the Confidential Information at any time or in any fashion, form or manner for any other
purpose. Any samples provided by the Disclosing Party hereunder shall be used only by
Receiving Party's in -house evaluation and for no other purpose without the written
permission of the Disclosing Party. Receiving Party agrees to not disassemble samples,
or to reverse engineer software programs supplied under this Agreement, or have the
samples or software programs disassembled or reverse engineered by a third party for the
direct or indirect benefit of the Receiving Party without the prior written consent of the
Disclosing Party.
5. Protection of Confidential Information. The Receiving Party shall protect the
confidentiality of the Confidential Information with no less care than it protects the
confidentiality of its own proprietary and confidential information and materials, but in
no event shall the Receiving Party protect the confidentiality of the Confidential
Information with less than a reasonable standard of care. The Receiving Party shall take
(and shall cause its employees and agents to take) appropriate steps to avoid inadvertent
disclosure of materials in the Receiving Party's possession. The Parties hereto
acknowledge that the City is a public entity and as such is required to comply with all
provisions of the Washington Public Records Act (PRA) as set forth in Chapter 42.56 of
the Revised Code of Washington (RCW). City must disclose documents considered
public information when requested to do so in a public records request. If it appears that
confidential information that is the subject of this Agreement has been requested, City
shall provide the Company with notice, at the address set forth above, of the request and
allow Company an opportunity to enjoin the release of the information prior to said
release.
6. Access to Confidential Information. Access to the Confidential Information must be
restricted to personnel of the Receiving Party, on a need -to -know basis, engaged in the
analysis of, and discussions in connection with, the Purpose. All such personnel granted
access to the Confidential Information, including but not limited to, employees,
representatives, agents, and independent contractors of the Receiving Party, must be
bound by written agreements to protect the confidential and proprietary nature thereof
and maintain such Confidential Information in conformance with this Agreement.
Notwithstanding the foregoing, each Party shall be responsible for the acts and omissions
of its personnel under or relating to this Agreement, subject to the City's requirement
under the Washington Public Records Act as stated in paragraph 5, above.
7. No License or Commitment. Confidential Information disclosed by the Disclosing Party
to the Receiving Party shall at all times remain the property of the Disclosing Party. No
license to use any trademarks, patents, copyrights, or other rights is granted under this
Agreement or by any disclosure of Confidential Information under this Agreement. The
disclosure of Confidential Information under this Agreement does not, and is not
intended to represent a commitment by either Party to enter into a business relationship
with the other Party or any other entity. If the Parties desire to pursue a business
Rev. 4/09 2
relationship, the Parties shall execute a separate written agreement to govern such
business relationship.
8. Return or Destruction of Confidential Information. All Confidential Information made
available under this Agreement, including copies of Confidential Information, must be
returned to the Disclosing Party or destroyed (with written certification of such
destruction provided to the Disclosing Party upon request by Disclosing Party) upon the
earlier of: (a) termination of discussions in connection with the Purpose, or (b) upon the
written request by the Disclosing Party. Any materials prepared by the Receiving Party
which include any Confidential Information of the Disclosing Party, including
summaries or extracts thereof, must be destroyed, and written certification of such
destruction provided to the Disclosing Party.
9. Exclusions. This Agreement imposes no obligation upon Receiving Party with respect to
Confidential Information that: (a) was rightfully in Receiving Party's possession before
receipt from Disclosing Party; (b) is or becomes a matter of public knowledge through no
fault of Receiving Party; (c) is rightfully received by Receiving Party from a third party
without a duty of confidentiality or a restriction on use; (d) is disclosed by Disclosing
Party to a third party without a duty of confidentiality or a restriction of use on the third
party; (e) is independently developed by Receiving Party; or (f) is disclosed by
Receiving Party with Disclosing Party's prior written approval.
10. Legal Process Seeking Disclosure. If either Party is compelled to disclose any of the
Confidential Information under operation of law or regulations, including the
Washington Public Records Act identified in Paragraph 5, above, such Party shall
promptly notify the other Party, in writing at the address set forth above, so that it may
seek a protective order or other appropriate remedy and/or waive compliance with the
provisions of this Agreement. Otherwise, the Party so compelled, will furnish only that
portion of the Confidential Information which is legally required and will exercise
reasonable effort to obtain reliable assurance that the Confidential Information shall be
treated confidentially.
11. Remedies. Receiving Party agrees to notify Disclosing Party in writing of any
misappropriation or misuse of Confidential Information which may come to Receiving
Party's attention and agrees to cooperate with Disclosing Party to regain possession of
such information and prevent its further unauthorized use. Receiving Party
acknowledges that monetary damages may not be a sufficient remedy for unauthorized
disclosure of Confidential Information and that Disclosing Party shall be entitled,
without waiving any other rights or remedies, to such injunctive or equitable relief as
may be deemed proper by a court of competent jurisdiction without the necessity of
posting any bond.
12. Competitive Services or Products. Subject only to its confidentiality and nondisclosure
obligations and restrictions on use of the Confidential Information as set forth in this
Agreement, each Party's right to develop, use and market products and services similar
to or competitive with the Confidential Information of the other Party shall remain
unimpaired. Each Party acknowledges that the other Party may already possess or have
developed products or services similar to or competitive with those of the other Party
disclosed in the Confidential Information.
Rev. 4/09 3
13. Export Laws and Regulations. The Parties agree to adhere to all applicable U.S. Export
Laws and Regulations and that absent any required prior authorization from the Office of
Export Licensing, U.S. Department of Commerce, they will not knowingly export or re-
export (as defined in Part 779 of the Export Administration Regulations), directly or
indirectly, through their affiliates, licensees, or subsidiaries, any of the Confidential
Information (or any product, process, or service resulting directly therefrom) to any
country restricted by U.S. law or governmental order.
14. No Warranties. There are no representations or warranties of any nature whatsoever,
express or implied, with respect to any information furnished to the Receiving Party,
including without limitation, any warranties of merchantability or fitness for a particular
purpose or against infringement or, in concerning the accuracy, suitability, or usefulness
of the information transferred between the Parties. Disclosing Party will not be liable for
any damages arising out of Receiving Party's use of Confidential Information furnished
under this Agreement.
15. Successors and Assigns. This Agreement is and shall be binding upon the Parties and
each of their respective affiliates, and upon their respective heirs, successors,
representatives and assigns.
16. Advertising and Publicity. Neither Party may use the name of the other in connection
with any advertising or publicity materials or activities concerning the Parties'
relationships without the prior written consent of the other Party.
17. Assignment. Neither Party shall assign any of its rights, privileges or obligations
hereunder or delegate the performance thereof to any third party without the prior written
consent of the other Party. Any attempt to do so is null and void.
18. Federal Compliance. Receiving Party acknowledges that the Company has publicly -
traded securities and, as such, is subject to Securities and Exchange Commission rules,
including, but not limited to, Regulation FD. To the extent that the Receiving Party
receives Confidential Information from the Company that is material, non - public
information about the Company, the Receiving Party expressly acknowledges and agrees
to keep such Confidential Information confidential and not to disclose it to third parties
in light of the significant criminal and civil liability attached to a violation of federal
securities laws.
19. Captions. The headings and captions contained in this Agreement are inserted herein
only as a matter of convenience and for reference and in no way define, limit, extend, or
describe the scope of this Agreement or the intent of any provision hereof.
20. Severability. Each provision of this Agreement is independent, and if any provision of
this Agreement shall be found or held to be unenforceable or invalid in any jurisdiction
by any competent authority, the remaining provisions shall remain enforceable and valid
in such jurisdiction.
21. No Waiver. No failure or delay by either Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further such exercise. No waiver of any term or
condition of this Agreement shall be deemed to be a waiver of any subsequent breach of,
Rev. 4/09 4
or noncompliance with, any term or condition. All waivers must be in writing and signed
by the Party sought to be bound thereby.
22 Governing LawNenue. The validity, performance, construction, and effect of this
Agreement shall be governed by the laws of the State of Washington and applicable U.S.
Federal Law, without regard to its conflicts of laws principles thereof. The venue for
any action taken to enforce this Agreement shall lie in a court of competent jurisdiction
in Yakima County, Washington.
23. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
concerning the confidentiality and nondisclosure obligations with respect to Confidential
Information disclosed in connection with the Purpose and may not be modified or
amended except in a written instrument executed by both Parties. This Agreement
supersedes all prior or contemporaneous oral or written agreements concerning this
Purpose. The Parties represent that they have read this Agreement, understand it and
agree to be bound by its terms and conditions. There are no understandings or
representations, express or implied, which are not expressed herein. No provision herein
is to be construed against or in favor of any Party on the basis of authorship.
24. Counterparts. This Agreement may be executed in counterparts and electronically, each
of which shall be deemed an original and together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
BADGER METER, INC. City of Yakima
Kimberly Digitally signed by Kimberly K.
Stoll
Olt cn= Kimberly K Stoll, o, Stoll .
,,,
By: ou= Badger Meter,
K Date: 201t5.08.21d1911954 -05'00' B 411
Name: Kimberly K. Stoll Name: Ton O'R ke
Title: V.P. Sales and Marketing Title: City Manager ' r'�-�
Date: Date: �l �-%: 9 /�. , cJ U 1�J
cm I10:c; = / ' M CP
RESOLUTION NO: ' - ' Oe ! ` 4:5
Rev 4/09 5