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HomeMy WebLinkAboutR-1993-092 Sludge / HDRRESOLUTION NO. R-93- 92 A RESOLUTION authorizing the execution of an agreement for professional engineering services between the City of Yakima, a municipal corporation, and HDR Engineering, Inc. WHEREAS, the City of Yakima is required by its NPDES permit WA -002402-3 to operate and maintain its wastewater treatment sludge storage lagoons, dewater sludge, and utilize the biosolids produced from these lagoons in accordance with all Local, State, and Federal regulations; and WHEREAS, HDR Engineering, Inc., a Washington corporation, has been selected from the City Engineer's list of qualified engineers, to perform such work; and WHEREAS, an agreement with HDR Engineering to provide these services according to the terms and conditions of the attached agreement is in the best interest of the City of Yakima, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized to execute the attached and incorporated Contract for groundwater monitoring analyses with HDR Engineering, Inc. ADOI'ItDBYTHECrfl'COUNCILthis.Ldayof September , 1993. Y'SeA ATTEST. City Clerk (140res/KDR.se Mayor AGREEMENT FOR ENGINEERING SERVICES c)Ti� THIS AGREEMENT is made as of this day of September, 1993, between CITY OF YAKIMA ("OWNER") with principal offices at City Hall, 129 North Second Street, Yakima, Washington 98901, and HDR ENGINEE': LNG, INC., ("ENGINEER") a Nebraska corporation, with principal offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the project known as SLUDGE LAGOON CLEANING ("Project"); WHEREAS, OWNER desires to engage ENGINEER to provide professional engineering consulting services ("Services") in connection with the Project; and WHEREAS, ENGINEER desires to render these Services as described in SECTION I, Scope of Services; NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants contained herein, agree as follows: SECTION I. SCOPE OF SERVICES ENGINEER will provide Services for the Project, which consist of the Scope of Services as outlined below: The OWNER has two (2) Sludge Lagoons at the Wastewater Treatment Plant, and the ENGINEER will begin to prepare Construction Bidding Documents for dewatering, cleaning and hauling of the sludge from these lagoons which include the following tasks: ■ Review lagoon cleaning contracts as provided and directed by the OWNER, ▪ Establish guidelines for the inventory of the quantity of sludge in the lagoons, ® Prepare a draft scope of work, Section 01010, for the OWNER's review, • Meet with OWNER to discuss and review results of OWNER's sludge quantity inventory of the lagoons and the ENGINEER's draft scope of work, • Begin preparation of construction bidding documents for the lagoon cleaning. SECTION II. RESPONSIBILITIES OF OWNER In addition to the services described in paragraph 6 of the attached "HDR Engineering, Inc. Terms and Conditions of Engineering Services," OWNER shall provide the following information to ENGINEER: • Sludge Quantity Inventory Survey of Sludge Lagoons, • All site and off-site permits. Yakima Lagoon Cleaning Agreement to start work September 1, 1993 1 SECTION III. COMPENSATION Compensation for ENGINEER'S services under this Agreement shall be on the basis of per diem, and shall not exceed Seven Thousand Five Hundred Dollars ($7,500.00) without written authorization from the OWNER. The amount of any sales tax, excise tax, value added tax (VAT), or gross receipts tax that may be imposed on this Agreement shall be added to the ENGINEER's compensation as Reimbursable Expenses. Compensation terms are defined as follows: Per Diem shall mean an hourly rate equal to Direct Labor Cost times a multiplier of Three point one (3.1) to be paid as total compensation for each hour an employee works on the project, plus Reimbursable Expense. Direct Labor Cost shall mean salaries and wages, (basic and overtime) paid to all personnel engaged directly on the Project. Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in connection with the Project for transportation travel, subconsultants, subcontractors, computer usage, telephone, telex, FAXes, shipping and express, and other incurred expense. SECTION IV. TERMS AND CONDITIONS OF ENGINEERING SERVICES The "HDR Engineering, Inc. Terms and Conditions of Engineering Services," which are attached, are incorporated into this Agreement by this reference. SECTION VI. SPECIAL. PROVISIONS OWNER and ENGINEER are currently preparing a multi -tasked Agreement, and acknowledge that the costs and services in this short form agreement will be included in the multi -tasked agreement. Construction Specifications shall be prepared in standard CSI 16 Part format. Yakima Lagoon Cleaning Agreement to start work September 1, 1993 2 SECTION V. PERIOD OF SERVICE Upon receipt of written authorization to proceed, ENGINEER shall perform the services described herein within 60 days. Unless otherwise stated in this Agreement, the rates of compensation for ENGINEER's services have been agreed to in anticipation of the orderly and continuous progress of the project through completion. If any specified dates for the completion of ENGINEER's services are exceeded through no fault of the ENGINEER, the time for performance of those services shall be automatically extended for a period which may be reasonably required for their completion and all rates, measures and amounts of ENGINEER's compensation shall be equitably adjusted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above, Yakima Lagoon Cleaning Agreement to start work September 1, 1993 CITY OF YAKIMA, WASHINGTON "OWNER" By: .� Name: R.A. Zais, Jr. Title: City Manager Address: 129 North Second Street Yakima, WA 98901 Attest: _r MY seer CONTiACF NO.`''`� J City Clerk HDR ENGINEERING, INC. "ENGINEER" By: Name: �e Title: Z -- lice -Tr-a SIC( Address: 500 108th Ave., N.E. Bellevue, WA 98004 -3 HDR Engineering, Inc. Terms and Conditions of Engineering Services 1. STANDARD OF PERFORMANCE All of ENGINEER's services under this Agreement will be performed in a reasonable and prudent manner in accordance with generally accepted engineering practice. 2. INSURANCE ENGINEER agrees to purchase, at its own expense, Workers' Compensation, Employer's Liability, Automobile and Commercial General Liability insurance and will, upon request, furnish insurance certificates to OWNER. ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEER's insurance subject to the limitation of liability contained in Section 17. If requested by OWNER, ENGINEER will purchase additional types of insurance, provided the costs of the additional insurance are reimbursed by OWNER and the insurance is reasonably available from carriers acceptable to ENGINEER. 3. OPINIONS OF PROBABLE COST (COST ESTIMATES) My opinions of probable Project cost or probable construction cost provided by ENGINEER are made on the basis of ENGINEER's experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, ENGINEER does not guarantee that proposals, bids or actual Project or construction cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. Accordingly, ENGINEER shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work. Further, ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on the Project. 6. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 6. OWNER -PROVIDED SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. OWNER will also provide copies of any OWNER -furnished Standard Details, Standard Specifications, or Standard Bidding Documents which are to be incorporated into the Project. OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER -furnished documents and services. The OWNER or OWNER's representative will examine all studies, reports, sketches, drawings, specifications, proposals and other documents prepared by ENGINEER, obtain the advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination, and render to ENGINEER, in writing, decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 7. SUCCESSORS AND ASSIGNS OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement without the written consent of the other. 8. RE -USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by ENGINEER pursuant to this Agreement, are instruments of service with respect to the Project. ENGINEER retains ownership of all such documents. OWNER may retain copies of the documents for its information and reference in connection with the Project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the Project for which they were specifically prepared or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, and OWNER will defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 9. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating party. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services and expenses associated with the Project up to the effective date of termination. An equitable adjustment shall 1 (2/93) also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services performed. 10. SEVERABILITY If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. 11. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to ENGINEER's invoices. ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or remedial action. After any dispute has been settled, ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1%) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within forty- five (45) days from the date of the invoice. In the event undisputed portions of ENGINEER's invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 12. CHANGES The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement. 13. CONTROLLING AGREEMENT' These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice - to -proceed, or like document. 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement, ENGINEER agrees to comply with the: applicable provisions of federal and state Equal Employment Opportunity, and other employment, statutes and regulations. 15. HAZARDOUS SUBSTANCE INDEMNIFICATION ENGINEER hereby states, and OWNER acknowledges, that neither ENGINEER nor ENGINEER's consultants have any professional liability (i.e., errors and omissions) insurance or other insurance that covers asbestos or pollution claims, that is, insurance for claims or claims expenses arising out of the performance of or failure to perform professional services, including, but not limited, to the preparation of reports, designs, drawings and specifications, related to the investigation, detection, abatement, replacement or removal of parts, materials or processes containing asbestos, or relating to the actual, alleged or threatened discharge, dispersal, release or escape of pollutants (defined herein as any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste), nor an: ENGINEER or ENGINEER's consultants reasonably able to obtain such coverage. Accordingly, to the full extent permitted by law, OWNER shall defend, indemnify and hold harmless ENGINEER, its officers, employees, agents and suboonsultants from and against all claims, damages, including consequential damages, losses, liabilities, expenses and costs, including but not limited to attorney's fees and court costs, arising out of or resulting from the ENGINEER's performance of its services under this Agreement which: (i) in any way relate to the ownership or operation of the property or facility, (ii) in any way relate to the creation, discharge, dispersal, transport, release or escape of pollutants or asbestos, or (iii) arise out of, or result from, conditions existing at the project site. 16. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. 17. LIMIITATION OF LIABILITY ENGINEER's total liability to OWNER for any loss or damage, including but not limited to special and consequential damages arising out of or in connection with the performance of services or any other cause, including ENGINEER's professional negligent acts, errors, or omissions, shall not exceed the total compensation received by ENGINEER hereunder, except as otherwise provided under this Agreement, and OWNER hereby releases and holds harmless ENGINEER from any liability above such amount. 2 (2/93)