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HomeMy WebLinkAbout09/05/2023 06.H. Resolution authorizing an agreement with Gray & Osborne, Inc. to provide engineering services for City of Yakima Project WF2715 Primary Digesters and UASB Improvements at the Wastewater Treatment Plant 1 .. a, ____,) BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 6.H. For Meeting of: September 5, 2023 ITEM TITLE: Resolution authorizing an agreement with Gray& Osborne, Inc. to provide engineering services for City of Yakima Project WF2715 Primary Digesters and UASB Improvements at the Wastewater Treatment Plant SUBMITTED BY: Scott Schafer, Director of Public Works *Mike Price, Wastewater/Stormwater Manager 249-6815 SUMMARY EXPLANATION: The City of Yakima (City)Wastewater Treatment Plant utilizes three anaerobic digesters to meet EPA Class B biosolids standards and an Upflow Anaerobic Sludge Bed (UASB) digester to pretreat industrial wastewater from fruit processors. The proposed agreement with Gray& Osborne, Inc. provides engineering services for the cleaning, coating, structural repairs and modifications, and replacement of ancillary equipment to maintain reliable biosolids and industrial waste treatment. The City used the Municipal Research and Services Center(MRSC)of Washington roster, a statewide small works and consultants roster system, followed by a competitive selection process under City Request for Qualifications 12304Q in selecting Gray& Osborne, Inc. to provide design, bidding, and construction engineering services for City Project WF2715. The terms of the Agreement would be in an amount not to exceed One Million One Hundred Fifty-Two Thousand Nine Hundred and Eight Dollars ($1,152,908.) and is attached for City Council review. Funds are budgeted from Wastewater Capital Fund 478. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Safety APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution. ATTACHMENTS: 2 Description Upload Date Type D Resolution 8/15/2023 0 Contract 8/14/2023 3 RESOLUTION NO. R-2023- A RESOLUTION authorizing an agreement with Gray & Osborne, Inc. to provide engineering services for City of Yakima Project WF2715 Primary Digesters and UASB Improvements at the Wastewater Treatment Plant. WHEREAS, the City of Yakima owns, operates and maintains the Yakima Wastewater Treatment Plant in accordance with applicable Federal, State and Local regulations; and WHEREAS, the City of Yakima Wastewater Division uses three anaerobic digesters to meet EPA Class B biosolids standards and an Upflow Anaerobic Sludge Bed (UASB) digester to pretreat industrial waste from fruit processors; and WHEREAS, two of the primary digesters and the UASB digester require cleaning, coating, structural repair and replacement of ancillary equipment to maintain reliable treatment capacity; and WHEREAS, the Wastewater Division established Project WF2715 to rehabilitate the two primary digester and the UASB digester; and WHEREAS, the City requires design, bidding, and construction engineering services to for the digester rehabilitations; and WHEREAS, the Wastewater Division has complied with the provisions of RCW 39.80 which concerns the procurement of engineering and architectural services by a city; and WHEREAS, under Request for Qualifications #12304Q on March 8, 2023 the City held interviews with two engineering firms listed on the Municipal Research Services Center (MRSC) of Washington roster as having the experience and expertise necessary to perform the engineering services; and WHEREAS, as a result of these interviews, the City selected Gray & Osborne, Inc. as the most qualified engineering firm to perform the required work; and WHEREAS, the City Council has determined that it is in the best interest of the City of Yakima, and its residents, to approve the agreement with Gray & Osborne, Inc. to perform the required engineering services; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the attached engineering services contract with Gray & Osborne, Inc., in the amount of One Million One Hundred Fifty-Two Thousand Nine Hundred and Eight Dollars ($1,152,908.) for primary digester and UASB digester improvements at the Yakima Wastewater Treatment Plant. ADOPTED BY THE CITY COUNCIL this 5th day of September, 2023. ATTEST: Janice Deccio, Mayor Rosalinda Ibarra, City Clerk 4 AGREEMENT BETWEEN CITY OF YAKIMA,WASHINGTON AND GRAY&OSBORNE, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of_ _ . 2023, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, (hereinafter referred to as "CITY"), and Gray &Osborne, Inc. with its principal office at 1130 Rainier Ave S., Suite 300, Seattle, WA 98144, (hereinafter referred to as "ENGINEER"); said corporation being licensed and registered to do business in the State of Washington, and will provide Engineering, Administrative, and Inspection services under this Agreement for the WWTF— Primary Digesters and UASB Improvements Project on behalf of the City of Yakima, herein referred to as the "PROJECT." WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and ENGINEER agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of ENGINEER shall not be construed to exceed those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Nancy Wetch, 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 "Primary Digesters and UASB Improvements Project" (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." Page 1 of 25 5 2.2.1 If such Additional Services cause an increase or decrease in the ENGINEERS cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing and accepted by the parties hereto. 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 applicable to 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 professional 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 from them. 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. Page 2 of 25 6 5.1.1 DIRECT NON-SALARY EXPENSES: Direct Non-Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY- requested and PROJECT-related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non-Salary Expenses will be on the basis of actual charges plus a reasonable markup, not to exceed ten percent (10%), and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non-Salary Expenses are shown in Exhibit B. 5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the ENGINEER and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: • That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of lime 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. 5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering, architecture, geotechnical services and similar professional services approved by the CITY. Reimbursement for Professional Subconsultants will be on the basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%) for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed one million one hundred fifty-two thousand nine hundred eight dollars 00/100 ($1,152,908.00)during any calendar year for the term of the agreement. The ENGINEER shall make all 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 and details determined necessary by the City 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) Page 3 of 25 7 and withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with additional supporting information requested. 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 (61st) 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 CITY's written acceptance and after such audit or verification as CITY may deem necessary, together with ENGINEER's execution and delivery 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, designs, 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 shall 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's employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.4 INDEMNIFICATION AND HOLD HARMLESS: a. ENGINEER shall take all necessary precautions in performing the WORK to prevent injury to persons or property. The ENGINEER agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the ENGINEER, or any of ENGINEER's agent(s) Page 4 of 25 8 or subcontractor(s), in performance of this Agreement, except for claims caused by the City's sole negligence. The City's right to indemnification includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of the City. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the ENGINEER waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. ENGINEER's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. ENGINEER shall require that its subcontractors, and anyone directly or indirectly employed or hired by ENGINEER, and anyone for whose acts ENGINEER may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph,waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the ENGINEER and the City, the ENGINEER's liability, including the duty and cost to defend, shall be only to the extent of the ENGINEER's negligence. d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Agreement. 6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY. 6.6 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 contractors' compliance 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 ENGINEER shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, ENGINEER shall pay the same before it becomes due. 6.8 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard of professional care,thoroughness and judgment in performing such investigations. Page 5 of 25 9 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 attached Exhibits. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen (15) days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays attributable to the ENGINEER, but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay caused by any governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated or avoided. 7.2 Not later than the tenth (10th) 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 CITY's request 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 services 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 if they were caused by the ENGINEER's own negligent acts or omissions. 8.2 The ENGINEER agrees that any and all 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 owned by and vested in the CITY. 8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter "Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER does not grant CITY any right or license to such Intellectual Property. SECTION 9 AUDIT AND ACCESS TO RECORDS 9.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY's duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the 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. Page 6 of 25 10 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 ENGINEER's written comments, if any. 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. SECTION 10 INSURANCE 10.1 At all times during performance of the WORK or obligations under this Agreement, ENGINEER shall secure and maintain in effect insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. ENGINEER shall provide and maintain in force insurance in limits no less than those stated below, as applicable. The CITY reserves the right to require higher limits should it deem it necessary in the best interest of the public. If ENGINEER carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and ENGINEER shall be named as an additional insured for such higher limits. Failure by the City to demand such verification of coverage with these insurance requirements or failure of the City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of ENGINEER's obligation to maintain such insurance. ENGINEER's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the ENGINEER's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by ENGINEER's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 10.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 10.1.2. Commercial Automobile Liability Insurance. a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If ENGINEER does not own any vehicles, only "Non-owned and Hired Automobile Liability" will be required and may be added to the commercial liability Page 7 of 25 11 coverage at the same limits as required in that section of this Agreement, which is Section 10.1.1 entitled "Commercial General Liability Insurance". c. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b., the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, ENGINEER shall provide the City with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents, and representatives there under. The CITY and the CITY's elected and appointed officials, officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the CITY until thirty(30) days after written notice to the CITY of such intended cancellation, expiration or change. 10.2 If at any time during the life of the Agreement, or any extension, ENGINEER fails to maintain the required insurance in full force and effect, all work under the Agreement shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Agreement. 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. However, ENGINEER shall be considered the Prime Contractor hereunder and shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of WORK and payment of any and all charges resulting from contractual obligations. 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. Page 8 of 25 12 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. 11.5 If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in writing that the subcontractor be removed. The ENGINEER shall comply with this request at once and shall not employ the subcontractor for any further WORK under this Agreement. SECTION 12 ASSIGNMENT 12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior written consent of the other, which consent will not be unreasonably withheld. The ENGINEER for itself and its heirs, executors, administrators, successors and assigns, does hereby agree to the full performance of all of the covenants herein contained upon the part of the ENGINEER. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 13 INTEGRATION 13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 14 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall lie in a court of competent jurisdiction in Yakima County, Washington. SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY's control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on the 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. Page 9 of 25 13 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 the effective termination date. 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 Page 10 of 25 14 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 or performance 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 neither of the afore mentioned methods are successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with SECTION 14. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 19 NOTICE 19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee-party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below,whichever is earlier. CITY: City of Yakima 2220 East Viola Ave. Yakima,WA 98901 Attn: Marc Cawley ENGINEER: Gray&Osborne, Inc. 1130 Rainier Ave. S., Suite 300 Seattle,WA 98144 Attn: Michael B. Johnson, P.E. SECTION 20 INSPECTION AND PRODUCTION OF RECORDS 20.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making) such inspection or approval shall not relieve ENGINEER of responsibility for performance of the WORK in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. ENGINEER shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. ENGINEER's records relating to the WORK will be provided to the City upon the City's request. 20.2 ENGINEER shall promptly furnish the City with such information and records which are related to the WORK of this Agreement as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Agreement, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, ENGINEER shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of ENGINEER's books, documents, papers and records which are related to the WORK performed by ENGINEER under this Agreement. 20.3 All records relating to ENGINEER's services under this Agreement must be made available to the City, and the records relating to the WORK are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to ENGINEER's services under this Agreement must be retained by ENGINEER for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. 20.4 The terms of this section shall survive any expiration or termination of this Agreement. Page 11 of 25 15 SECTION 21 COMPLIANCE WITH THE LAW 21.1 ENGINEER agrees to perform all WORK under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. ENGINEER shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. 21.2 ENGINEER shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. ENGINEER must procure a City of Yakima Business License and pay all charges,fees, and taxes associated with said license. b. ENGINEER must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. c. ENGINEER must provide proof of a valid Washington Unified Business Identification (UBI) number. ENGINEER must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). d. ENGINEER must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. SECTION 22 MISCELLANEOUS PROVISIONS 22.1 Nondiscrimination. During the performance of this Agreement, the ENGINEER agrees as follows: The ENGINEER shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). 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 WORK under this Agreement. In the event of the ENGINEER's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the ENGINEER may be declared ineligible for any future City contracts. 22.2 Pay transparency nondiscrimination. The ENGINEER will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or(c) consistent with the contractor's legal duty to furnish information. Page 12 of 25 16 22.3 Severability. If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end,the terms and conditions of this Agreement are declared severable. 22.4 Agreement documents. This Agreement, the Request for Qualifications & Proposals No. N/A, titled N/A Scope of Work, conditions, addenda, and modifications and ENGINEER's proposal (to the extent consistent with Yakima City documents) constitute the Agreement Documents and are complementary. Specific Federal and State laws and the terms of this Agreement, in that order respectively, supersede other inconsistent provisions. These Agreement Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Agreement. 22.5 Notice of change in financial condition. If, during this Agreement,the ENGINEER experiences a change in its financial condition that may affect its ability to perform under the Agreement, or experiences a change of ownership or control,the ENGINEER shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for termination. 22.6 No conflicts of interest. ENGINEER represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. ENGINEER further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 22.7 Promotional advertising prohibited. Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast emails pertaining to this procurement shall not be made without prior written authorization of the City. 22.8 Time is of the essence. Timely provision of the WORK required under this Agreement shall be of the essence of the Agreement, including the provision of the WORK within the time agreed or on a date specified herein. 22.9 Waiver of breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 22.10 Force Majeure. ENGINEER will not be responsible for delays in delivery due to acts of God, fire, strikes, riots, delay in transportation, or those effects of epidemics or pandemics that could not have been reasonably anticipated or mitigated through acts of the ENGINEER; provided ENGINEER notifies the City immediately in writing of such pending or actual delay. Normally in the event of such delays, the date of delivery of WORK will be extended for a period of time equal to the time lost due to the reason for delay. 22.11 Authority. The person executing this Agreement on behalf of ENGINEER represents and warrants that they have been fully authorized by ENGINEER to execute this Agreement on its behalf and to legally bind ENGINEER to all terms, performances, and provisions of this Agreement. 22.12 Survival. The foregoing sections of this Agreement, inclusive, shall survive the expiration or termination of this Agreement, in accordance with their terms. Page 13 of 25 17 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&OSBORNE, INC. Bob Harrison Signature Printed Name: Printed Name: Michael B. Johnson, P.E. Title: City Manager Title: President Date: Date: 7M/7 3 Attest City Clerk Page 14 of 25 18 STATE OF WASHINGTON )ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that Bob Harrison 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 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: Seal or Stamp (Signature) Title Printed Name My commission expires Page 15 of 25 19 STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that 110011UV� 6 'o'wn is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that heis e s autho ized to x c he instrument, and acknowledged it as the ie EPICI t of G u 4 o.�,1-U, ,c, to be the free and voluntary act of such party for the uses and purposes men d in the instrument. Dated: Seal or Stamp "1/411,PAN )1k. 411 , (Signature) it U0 Title fooIi sc cri &da b Printed Name lq 15 M commission expires: e ..,s„,,, o _ <YS ►a! OF WP is .'""'Hlliiito- Page 16 of 25 20 EXHIBIT A SCOPE OF WORK CITY OF YAKIMA PRIMARY DIGESTERS AND UASB IMPROVEMENTS PROJECT Based on our understanding of the project,this Scope of Work presents the professional engineering services requested by the City of Yakima for the City's Wastewater Treatment Facility located at 2220 East Viola Avenue, Yakima, WA 98901. Project Understanding: The City would like to clean and upgrade Primary Digesters 1 and 2, and construct upgrades to the UASB, the Industrial Pump Station Screen, and the water supply system at the UASB and Biosolids Building. More specifically the Scope of Services includes the following work. SCOPE OF SERVICES The City would like to develop a predesign report that details the improvements desired at the Primary Digesters, the UASB, the Industrial Pump Station and Fire Looping system. The predesign report will include a summary of all the improvements, alternatives analysis where necessary and a cost estimate. The following will be analyzed in the predesign report: Primary Digester 2 and 3 Improvements: 1. Cleaning and inspection of the two digester structures. a. Structural repairs, coatings as needed. b. New access hatches into each digester from the exterior of the building. c. Improve ventilation for future cleaning. d. Overflow piping improvements. e. Improved maintenance appurtenances (vac/pump hookup wall penetrations). 2. Mixer Rehabilitation or Replacement a. Replacement of the gearbox. b. Alternatives evaluation of replacing the mixers entirely. Page 17 of 25 21 3. Miscellaneous Piping/Gas System Improvements a. Replace Primary Digester Drain Valve 2 and recirculation isolation valve. b. Addition of cleanouts on the secondary digester feed lines. c. Hot water and sludge valves, piping and sludge actuators for Primary Digesters 2 and 3. d. Condensate trap improvements. e. Gas system improvements—pressure relief valves, flame arrestors and foam separators. f. Upgrade waste gas burner control panel and associated parts. 4. Electrical Upgrade—Replace the Primary Digester MCC. 5. Upgrade the Primary Digester PLC and SCADA Controls. 6. Upgrade sludge transfer pump (Marlow). 7. Upgrade secondary digester recirculation pump. 8. Replace secondary digester domes. Industrial Pump Station Screening Improvements: 1. Evaluate improvements or replacement of the screen to reduce maintenance issues. UASB System Improvements: 1. Add isolation valves at the feed header. 2. Evaluate the addition of a basket screen at the recirculation pump. 3. Replace the sludge heat exchanger. 4. Modifications to the EQ Basin to include the evaluation of the following: a. Improved access—stairs, ladders, access hatches, etc. b. Improved maintenance appurtenances. 5. Replace exterior effluent pipe elbow on Reactor 1 and 2. Page 18 of 25 22 6. Pad/electrical for a caustic tank and for a macronutrient tank on the exterior of the UASB Pump Building. Fire Looping—Separate Line 1. Estimated Costs Based on the results of the research in the predesign report and the estimated costs, the City will select the projects that will be designed and constructed. At the direction of the City's Project Manager, the Engineer will proceed with design document development of the City selected improvements. More specifically the work will include the following tasks. Task 1—Project Management A. This task will incorporate overall project management as well as in-house quality assurance and quality control (QA/QC) reviews of all documents in order to address the relevant issues that may affect the project. The project management task also covers oversight of the project schedule and budget. Task 2—Predesign Report A. A predesign report will be developed to include evaluation of all items in the scope of work. The predesign report will be organized into the following chapters: • Chapter 1—Introduction/Background • Chapter 2—Proposed Improvements o Evaluation of each item for an upgrade, repair or replacement o Construction estimates for each upgrade, repair, or replacement a Alternatives analysis to include • Capital Cost • Ease of Operation • Operations and Maintenance Costs Page 19 of 25 23 • Chapter 3—Summary o Summary of selected improvements o Order of work/Phasing requirements o Schedule for design/construction including consideration of dewatering project construction schedules o Total cost summary B. The Engineer will meet with the City Staff at 75 percent development of the predesign report and the 90 percent development of the report to confirm the final improvements and alternatives selected. Task 3—Contract Documents A. Task 3 will begin upon completion of the Predesign Report and the City has issued a notice to proceed. The notice to proceed will clearly state those items in the Predesign Report that have been selected for design and construction. B. Once the Notice to Proceed has been received,the services shall include the preparation of plans,technical specifications, contract documents and cost estimates for the Primary Digester and UASB Improvements Project. Plans, specifications and contract documents will be prepared in a City approved format for bid to be used by a general contractor in performing the construction work. It is anticipated that two separate bid packages will be prepared for the work. The order of work, phases and bid packages will be determined in the predesign phase. C. Three copies of preliminary plans, specifications, and cost estimates will be provided to the City at the 50 percent and 90 percent levels of completion for review and comment. A PDF electronic copy will also be provided at each of these submittals. Gray& Osborne will review the documents with the City to obtain comments and/or suggested design revisions and revise the documents accordingly. Task 4—Washington Department of Ecology Review A. Provide design criteria to the City formatted for ecology review and approval. Participate in up to two meetings with ecology during approval process. Page 20 of 25 24 Task 5—Bid Services A. This task will include the preparation of final contract documents and assist the City with advertising the project for public bid. It is assumed that there will be two bid processes. Three hard copies of the plans and specifications will be provided to the City along with a digital copy of the plans and specifications for the City's use. Gray & Osborne will electronically post contract documents including drawings and specifications on Gray& Osborne's construction documents website "gobids"for use by prospective bidders and plan houses. B. Gray & Osborne will respond to bidder's questions and prepare addenda as needed; the addenda will be distributed to the bidders through the "gobids"website. Gray & Osborne will be present at the bid opening and assist with pre-bid meeting(s). C. Gray&Osborne will review each bid and verify the bidder's responsibility and provide a letter of award recommendation to the City. NOTE: This scope of work assumes that the City will perform the following work and therefore is not included in the Gray&Osborne scope of work. A. Conduct the bid openings. B. Develop the bid tabs. C. Distribute and obtain required contract signatures and review bonds and insurance, for the final signed Contracts. Task 6—Services During Construction A. Coordinate and conduct a pre-construction conference to review the requirements of the plans and specifications of the project with the Contractor and to establish administrative procedures for the project. B. Coordinate and conduct eight construction meetings. C. Provide submittal review/approval: Review shop drawings and submittals for compliance with design intent and general conformity with the Contract Documents. D. Provide construction correspondence: Act as liaison, on the City's behalf, between the City and Contractor to the extent provided in the Contract Documents and to administer the construction contract and prepare and transmit general construction correspondence,to include interpretation Page 21 of 25 25 and/or clarification of the Contract Documents, calculation and preparation of Pay Estimates, negotiation and preparation of Change Orders, and other general construction correspondence. E. Field inspection: Full-time field inspection of the work will be performed by the Engineer to ensure conformance to the Contract Documents. The scope of work includes 960 hours of inspection. In addition, discipline specific site visits during construction to monitor specific elements of structural repair, coatings, and electrical. Visits are planned as follows: 1. Mechanical: eight total site visits; 2. Structural: eight total site visits; 3. Coatings: 10 total site visits the repairs and Contractor's quality of work; 4. Electrical: 10 site visits. F. Obtain from the Contractor a letter indicating that Substantial Completion has been reached, after the preliminary walk-through and with the concurrence of the City. G. Prepare and transmit the preliminary and final punch lists, subsequent to their respective walk-throughs including punch list items for monitoring, control and operation displays. H. Prepare and transmit a recommendation to the City to accept the project as complete. Maintain throughout the project and Provide final As-built record drawings to the City. One hard copy and one PDF. J. Provide two 8-hour operation and maintenance trainings. One at time of project completion and one at City's request within 3 months post project completion. Page 22 of 25 26 INFORMATION TO BE PROVIDED BY CITY We will work with the City to ensure that all of the information needed to complete the work is obtained. This information will include, but is not necessarily be limited to,the following: 1. Existing planning documents and record drawings to develop background information, including design criteria for the Primary Clarifiers. 2. Existing equipment operation and maintenance manuals. 3. Structural and Mechanical Record Drawings of all structures and processes to be evaluated. SCHEDULE The proposed schedule for completion Task 2, Predesign Report, is 120 days after the date of this Agreement. The schedule for Task 3, 4, and 5 will be determined once the City's Project Manager has selected the work that will be designed and constructed. PROJECT BUDGET The maximum amount payable to Engineer for the completion of the work associated with this Scope of Work, including contingencies, salaries, overhead and direct non- salary costs shall be shown in the attached Exhibit B. Schedule of Rates is attached Exhibit C. Page 23 of 25 t - . 27 EXHIBIT B ENGINEERING SERVICES SCOPE AND ESTIMATED COST City of Yakima-Primary.Digesters and DASB Improvements Project Structural Inspection 1 AutoCAD Principal I,11, Project Manager Engineer Civil Engineer Engineer I,II, Services Tech I,Il,III, Fnsss HI Hours Hours Hours I,II,Ill Hours HI Hours Hours Hours I Provide Piolecl Maag tuoni 32 52 - 2 PP:desiptl Report 10 40 1 S8 IISi 44 ?6 3 Design-03111.111411INCLITTIC444 DUtestcl Intprtivennetns Clewing,1saiseetteu.Slrurrwul Repairs.Coaleni III _ 12 ! Nil 60 60 60 Mixer ReludvRcpinccmenl 6 8 fits 42 12 _ 20 Miscellaneous I'tpntmi ins 5niem lmpnrve11etna 8 _ 12 84 64 I I 84 Electrical Uppm le 2 4 4 4 4 _ Upgrade Sludge Insurer Plum _ 2 _ 4 32 20 6 _ 218 Upgrade Secondary Digester Recrrev Lttissn Putnp 2 _ 4 32 211 6 2(1 Rrolmx SCIwMiniv I2iltcaler Dunes 8 12 60 40 40 40 Industrial Pump Slalien Screaming Improvenx:nln 6 12 80 fill 12 20 GASH System lesprov'etnernu 8 18 130 _ 90 82 72 Fitz Looning 4 _ 4 40 40 32 4 Waahlnxmn Depattreent of Penlulte Rsvieu 2 4 _ 8 8 - 5 Bid Services 6 8 24 16 IQ 2 - 6 Construction Services Osgeatup Improvenrerlls Cleaning_tnxlreelurn,5lmetuta]Repairs,treating 10 _ 12 40 62 611 260 4 Mixer Rehab/Replacement _ 6 _8 32 44 24 80 4 - Miacel4prnsus Pinner/Gas System lo+pmsrmernts _ 8 12 50 64 24 160 10 Electrical Upgrades 4 6 _ 6 4 6 100 4 1lpterutle Sludge tmsnlcr Pons 4 4 _ 32 22 8 60 4 Ilpgmdc Seropdary DsRcaor 17ceirentlatnan 1'Innlf 4 4 32 22 _ 8 40 4 Replace Secondary Digester Domes 8 12 60 42 32 — 40 4 Industrial Puntp 5lalien Sctecnsing InspmveeruttIs R _ 12 ale 61 10 all 4 HASPS System Impesi miens 8 IS _ 130 _ _88 34 _ l00 4 Fire Looping 4 4 41) 42 80 4 Hour liatimalc: 174 281, 1,294 1.016 500 1,000 452 Fully Huttlersed fulling Rate Ranger _S200 to S250 5140 to$245 5125 re$185 _Sli6 to 5145. S12010 S225 S1401v S160 _S119 to.S175 Estimated Fully Burdened Billing Rale:° S201) $177 $158 S130 S222 5143 S126 Fully Burdened Labor Cost: 534,800 550.622 5204 452 5132.080 — 5111.0011 S143,000 $56,952 Total Fully Burdened Labor Cost: S 732,906,00 Direct Nan-Salary Cost: Mileage&Expenses(Mileage @ current IRS sate) S 3,200 00 Subconsultant: Cannetix Engineering-Electrical Predesign S 13,800..00 Cnnnelix Engineering-Electrical Design Digester fntprovemenls Primary Digester MCC Replacement 5 52,000 00 Mixer Rehab/Replacement 5 13,000,00 Miscellaneous Piping/Gas System Improvements 5 10,000 00 Upgrade Sludge Ttanstbr Pump 5 13,000.00 Upgrade Secondary Digester Recirculation Pump S 10,000.00 UASB Valve Conductor Replacement/Heat Exchanger S 8,500.00 Industrial Pump Station Screening hupmvenrents Design S 10,000,00 Connelis Engineering-Electrical Construction Admin Digester Improvements Primary Digester MCC Replacement S 35,340,00 Miser Rehab/Replacement S 8,835.00 Miscellaneous Piping/Gas System Improvements S 7,200,00 Upgrade Sludge Transfer Pump S 8,835,00 Upgrade Secondary Digester Recirculation Pump S 6,796.00 UASB Valve Conductor Replacement/Heat Exchanger S 6,500,00 Industrial Pump Station Screening Improvements Design S 6,796,00 Connelix Engineering-PLC and HMI Programming Digester Improvements Primary Digester MCC/PLC Replacement 5 45,000.00 Mixer Rehab/Replacement S 5,000,00 Miscellaneous Piping/Gas System Improvements S 8,500.00 Upgrade Sludge Transfer Pump S 5,000400 Upgrade Secondary Digester Recirculation Pump 5 3,500.00 UASB Valve Conductor Replacement/Heat Exchanger S 7,1100.00 fndusuial Pump Station Screening Improvements Design 5 5,000.00 O&M Training,1 month&3 month(two days total) S 3,200 00 Evergreen Coating Engineers-Coatings Predesign/Design Digester Improvements Cleaning,Inspecl ion,Structural Repairs.Coating S 23,100,00 Evergreen Coating Engineers-Coatings Construction Admin Digester Improvements Cleaning,Inspection,Structural Repairs,Coating S 63,000.00 Subconsullant Overhead(10%) 5: 37,890 20 TOTAL ESTIMATED COST: S1,152,898.20 -' Actual professional fees will be based on the Schedule of Rates,Exhibit C.Total Cost Not.to Exceed$1,152,898.20. Page 24 of 25 d 28 EXHIBIT C Schedule of Rates 2023,2024,2025,2026 Description Hourly Rate Principal III _ $263.00 Principal II $230.00 Principal I $212.00 Project Manager $186.00 Structural Engineer $234.00 Proiect Engineer $166.00 Civil Engineer III $152.00 Civil Engineer II $148.00 Civil Engineer I $122.00 Electrical Engineer II $241.00 Electrical Engineer I $209.00 Environmental Technician $156.00 AutoCAD Technician IV $184.00 AutoCAD Technician III $154.00 lAutoCAD Technician II $133.00 AutoCAD Technician I $126.00 Professional Land Surveyor $197.00 Field Surveyor II $145.00 Field Surveyor I $93.00 Construction Inspector $151.00 NOTE: Subconsultants will be identified on—a task- by-task basis and will be invoiced at cost plus a 10% overhead fee. Page 25 of 25 29 DATE(MM/DD/WYY) .4CGRLJ CERTIFICATE OF LIABILITY INSURANCE 7119/2023 — THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Allison Barge AssuredPartners Design Professionals Insurance Services, LLC PHONE A 19689 7th Ave NE, Ste 183 PMB#369 (NC No..Exti•360-626-2007 (AlE No);360-628-2007 Poulsbo WA 98370 ADD RESS: al)isnn.bar a assuredparttfers.cpm INSURERS)AFFORDING COVERAGE NAM* urgnset/•6003745 INSURER A:The Travelers Indemnity Company of Connecticut 25682 _ INSURED +z INSURER B•:Travelers Property Casualty Company of America 25674 Gray&Osborne Inc 1130 Rainier Avenue South,Suite 300 INsuRERc:Travelers Casualty and Surety Company 19036 Seattle WA 98144 INsuRER D: INSURER E: -INSURER F COVERAGES CERTIFICATE NUMBER:91386850 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADM SUB/1POLICY EFF POLtCYEXP LIMITS LTR TYPE OF INSURANCE INaD)WD POLICY NUMBER _ (MMIDD/YYYY);_(MMIDDIYYWL_ A X COMMERCIAL GENERAL LIABILITY 6808N74449A 9/10/2022 9/10/2023 EACH OCCURRENCE $1,000,000 1 CLAIMS-MADE X OCCUR ,_PEEMISE EggmurenCF $900,000 X OCP/XCU/BFPD MED EXP(Any oneperson) $10,000 X 3�eratbf7tt In s _ PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000.000 POLICY X LOC PRODUCTS-COMP/OPAGG S2,000.000 OTHER: A AUTOMOBILE LIABILITY BA8P536892 9/10/2022 9/10/2023 (�Beimme 1t1ED S1NGLE LIMrf $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ .__, AUTOS ONLY AUTOS HIRED NON-OWNED PROP 4 AMAGE $ AUTOS ONLY _ AUTOS ONLY $ B X UMBRELLA LIAB X OCCUR CUP8N747012 9/10/2022 9/10/2023 EACH OCCURRENCE $2,000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2.000.000 DEO X RETENTIMISit,nnit _ S A WORKERS COMPENSATION 6808N74449A 9/10/2022 9/10/2023 STATUTE X 0TN WA Stop Gap AND EMPLOYERS'LIABILITY L f ANYPROPRIETOR/PARTNER/EXECUTIVE N/A EL.EACH ACCIDENT S 1,000,000 OFFICER/M EMBER EXCLU DE D? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE,S 1.000,000 ea,describe under E.L.DISEASE-POLICY LIMIT 5 1,000.000 DE OF OPERATIONS below C Professional Liab:Claims Made 105339819 9/10/2022 9/10/2023 $2,000,000 Per Claim Pollution Liab:Occurrence Form $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Yakima-WWTF-Primary Digester and UASB Improvements The certificate holder is an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Yakima 2220 East Viola Ave AUTHORIZED REPRESENTATIVE Yakima WA 98901 a/4 I 79 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 30 Policy# 6808N74449A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work and included in the "products- 'written contract requiring insurance to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage"or"personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part must apply on a primary basis or a primary and e. This insurance does not apply on any basis to non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering of or failure to render any which coverage is sought occurs; and "professional services". In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is g. sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company_All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office. Inc.,with its permission 31 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8.. Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a"written contract requiring insurance with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage"occurs, or the"personal injury" offense is committed. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission