HomeMy WebLinkAboutBell & Associates, Inc. - 2017 Solid Waste Landfill Rate Increase Study Agreement July 18, 2016 Page 1
CONTRACT AGREEMENT
BETWEEN
Bell & Associates, Inc. AND CITY OF YAKIMA
1628 NW 33r Way Solid Waste and Recycling Division
Camas, WA 98607 2301 Fruitvale Boulevard
Yakima, WA 98902
PROJECT: 2017 SOLID WASTE LANDFILL RATE INCREASE STUDY
THIS AGREEMENT combines all understandings between Parties regarding professional services for
the Project named above and supersedes all prior proposals, quotations, solicitations, negotiations,
representations, agreements or understandings, whether written or oral.
The performance of the professional services herein described and authorized by the City of
Yakima, as well as payment for such services, shall be in accordance with the terms and conditions
presented in this Agreement and the following Sections and Exhibits which are attached and incorporated
by reference which, taken together, shall constitute the whole Agreement.
Section I - Relationship of the Parties
Section II - Contract Provisions
Exhibit A - Scope of Work and Task Plan
Exhibit B - Project Budget/Fee Schedule
Exhibit C - Project Schedule
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this
day of , 20 .
APPROVED: APPROVED:
BELL & ASSOCIATES, Inc. CITY OF YAKIMA
41 ,l'ih/%1
9/1 LiCif,v
Principa. City Manager
Date: 6 15r Date: -r(- 16
ATTEST:
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CITY CONTRACT NO: °Q � / � S
City of Yakima
Solid Waste and Recycling Division RESOLUTION NO:
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SECTION I: RELATIONSHIP OF THE PARTIES
The City of Yakima ( "Client ") desires consulting services to assist the Solid Waste Division in
evaluating its proposed rate structure to reflect the 2017 tipping fee increase proposed by Yakima County.
In furtherance of the Project, the Client hereby contracts with Bell & Associates, Inc. (also referred to
herein as "Contractor ") to perform the professional services described in Exhibit A of this Agreement.
All services shall be performed under the joint supervision of the Client's Representative, Loretta
Zammarchi, or a designee or designees identified in writing to Bell & Associates by the Client's
Representative.
This Agreement (also sometimes referred to herein as a contract) shall the benefit of and be binding upon
successors, assigns, and legal representatives of each of the Parties hereto. Any assignment or transfer of
an interest in this Agreement by either Party without the written consent of the other shall be void.
SECTION II: CONTRACT PROVISIONS
1. Scope of Work: Bell & Associates, Inc. shall perform the service for the Client which as defined in
Exhibit A, Scope of Work, which is attached hereto and hereby incorporated by this reference.
2. Time for Completion: The Scope of Work for the conduct of the study as set forth above is
anticipated to be completed by Bell & Associates, Inc., within a time frame approximating that shown
by the following schedule:
Notice to Proceed: On July 18, 2016
Completion of Draft Analysis: within 2 months of Notice to Proceed (NTP)
Presentations to Council: within 3 months of NTP (or dependent upon council schedule)
Completion of Project: On or before December 31, 2016
Bell & Associates, Inc. agrees to perform the work described in the Scope of Work according to the
contract schedule. Any delays shall be agreed upon by Bell and Associates, Inc. and Client prior to the
due date. Changes in the schedule caused by Client delays may require additional compensation and a
change order.
3. Payment: Bell & Associates, Inc. will be paid by the Client on a time and materials basis as outlined
below and in accordance with the standard billing rates attached hereto as Exhibit B. Bell & Associates,
Inc. agrees to perform the services as set forth in Exhibit A at a cost not to exceed $6,000.00 It is
understood that Bell & Associates, Inc. will not exceed this amount without the Client's prior written
authorization.
Payment to Bell & Associates, Inc. for services set forth in Exhibit A shall be: an amount equal to Bell &
Associates, Inc.'s standard billing rates as set forth in Exhibit B multiplied by the actual hours worked.
Direct expenses will not be charged except as identified in Exhibit B. Payment shall be made monthly
upon receipt and approval of Bell & Associates, Inc.'s invoice.
4. Supplemental Agreements: Supplemental Agreements may be entered into upon mutual written
agreement that would increase or decrease the scope and associated costs and payment.
5. Work to be Accomplished: All work accomplished will be performed under the direction of the
Client Representative or his /her Designee.
6. Termination: This contract may be terminated by the Client by giving Bell & Associates, Inc. written
notice of such termination no fewer than fifteen (15) days in advance of the effective date of said
termination. Bell & Associates, Inc. shall be entitled to terminate this agreement only in the case of a
material breach by the Client, and upon failure of the Client to remedy said breach within fifteen (15)
days of said notice.
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7. Indemnity: Bell & Associates, Inc. shall comply with all Federal Government, State and local laws
and ordinances applicable to the work to be done under this Agreement.
Bell & Associates, Inc. agrees to defend, indemnify, and hold harmless Client, its elected and
appointed officials, agents, officers, employees, and volunteers (hereinafter "parties protected ") from
(1) claims, demands, liens, lawsuits, administrative and other proceedings,(including reasonable costs
and attorneys' fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and
expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or
destruction to any person or any property to the extent caused by any negligent act, action, default,
error or omission or willful misconduct arising out of the Bell & Associates, Inc.'s performance under
this Agreement. in the event that any lien is placed upon the Client's property or any of the Client's
officers, employees or agents as a result of the negligence or willful misconduct of Bell & Associates,
inc., Bell & Associates, inc. shall at once cause the same to be dissolved and discharged by giving
bond or otherwise.
8. All Work Produced is Property of the Client: The materials, computer programs, reports,
calculations, analyses, etc., generated by Bell & Associates, Inc. under this contract including the final
report shall become the property of the Client. The Client agrees that if it uses products prepared by Bell
& Associates, inc. for purposes other than those intended in this agreement, it does so at its sole risk and
agrees to hold Bell & Associates harmless thereafter.
9. Assignment: The Contractor shall not assign or subcontract any portion of the contracted activities
without obtaining prior written approval from the Client.
10. Integrated Agreement: This agreement together with attachments or addenda represents the entire
and integrated agreement between the Client and Bell & Associates, Inc. supersedes all prior negotiations,
.x representations, or agreements written or oral. This agreement may be amended by written instrument
signed by both the Client and Bell & Associates, Inc.
11. Independent Contractor: The parties intend that an independent Contractor /Client relationship will
be created by this agreement. No agent, employee, or representative of Bell & Associates, Inc. shall be
deemed to be an agent, employee, or representative of the Client for any purpose. Bell & Associates, inc.
shall be solely responsible for all acts of its agents, employees, representatives, and subcontractors during
the performance of this contract.
12. Equal Opportunity: Bell & Associates, Inc. agrees that it shall not discriminate against any person
on the grounds of race, creed, color, religion, national origin, sex, sexual orientation, age, marital status,
political affiliation or belief, the presence of any sensory, mental or physical handicap, or any other
grounds which would constitute a violation of the Washington State Law Against Discrimination (RCW
chapter 49.60) or the Americans with Disabilities Act (42 U.S.C. 12101 et seq.) in the event the
Contractor violates this provision, the Client may terminate this agreement immediately and bar the
Contractor from performing any services for the Client in the future.
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13. Notices: Notices to the Client shall be sent to the following address:
City of Yakima Solid Waste and Recycling Division
Attention: Loretta Zammarchi, Solid Waste Manager
2301 Fruitvale Boulevard
Yakima, WA 98902
509 576.6421
Notices to Bell & Associates shall be sent to the following address:
Bell & Associates, Inc.
Attention: Chris Bell, Principal
1628 NW 33r Way
Camas, WA 98607
360.210.4344
14. Records and Retention: The records relating to this Agreement shall, at all times, be subject to
inspection by and with the approval of the Client, but the making of (or failure or delay in making) such
inspection or approval shall not relieve Bell & Associates, inc. of responsibility for performance of the
scope of work in accordance with this Agreement, notwithstanding the Client's knowledge of defective or
non- complying performance, its substantiality or the ease of its discovery. Bell & Associates, inc. shall
provide the Client sufficient, safe, and proper facilities and equipment for such inspection and free access
to such facilities. Bell & Associates, Inc.'s records relating to the scope of work and this Agreement will
be provided to the Client upon the Client's request.
Bell & Associates, Inc. shall also promptly furnish the Client with such information and records which are
related to the scope of work, or any other term, of this Agreement as may be requested by the Client. 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 State Secretary of State's record retention
schedule, Bell & Associates, Inc. shall retain and provide the Client access to (and the Client shall have the
right to examine, audit and copy) all of Bell & Associates, inc.'s books, documents, papers and records
which are related to the scope of work performed by Bell & Associates, Inc. under this Agreement.
All records relating to Bell & Associates, Inc.'s scope of work, or any other term under this Agreement
must be made available to the Client, and also produced to third parties, if required pursuant to the
Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to Bell & Associates,
Inc's scope of work, or any other term of this Agreement must be retained by Bell & Associates, Inc. for
the minimum period of time required pursuant to the Washington State Secretary of State's record retention
schedule.
15. Insurance: It is understood that the Client does not provide insurance coverage for Bell &
Associates, Inc. for any work or activities performed under this Agreement.
16. Assignment and Subcontracting: This Agreement is binding on the heirs, successors and assigns of
the parties hereto. This Agreement may not be assigned by Client or Bell & Associates, Inc. without prior
written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and
agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement. Further, this Bell &
Associates shall not subcontract any portion of this Agreement without the express written consent of
Client. if a subcontract is approved, all terms and conditions of this Agreement shall be included in any
subcontract agreement.
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17. Integration: This Agreement represents the entire understanding of Client and Bell & Associates,
Inc. 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.
18. Jurisdiction and Venue: This Agreement shall be administered and interpreted under the laws of
the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington
State. Fatly part of this Agreement is found to conflict with applicable laws, such part shall be
inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall
be in full force and effect. Venue of all disputes arising under this Agreement shall be Yakima County,
State of Washington.
19. Survival: The foregoing sections of this Agreement shall survive the expiration or termination of this
Agreement in accordance with their terms.
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EXHIBIT A: SCOPE OF WORK
The following Scope of Work (SOW) identifies the activities that Bell & Associates will perform for the
Project:
Landfill Rate Increase Proposal /Study
City of Yakima
Cost of Service / Rate Calculations for FY17 and FY 18
Task 1: Data request / Review background information.
Task 2: Update cost of service model and project costs for FY17 and FY 18.
Information gathered in in the previous rate study will be utilized in the Excel based rate model to
forecast ongoing operating & maintenance expense, debt service, and other cash obligations of the utility
over the study period. Incorporate economic assumptions, additional O &M expense, if any, resulting from
the CIP, and /or other known changes in operational requirements.
Task 3: Calculate the rate impacts for changes in operational costs and disposal fee increases.
Task 4: Draft rate memo / Presentation for City Council.
Prepare a written draft rate memo that summarizes the findings and conclusions supported by the
information and data collected and compiled during the course of the project. The model utilized to
calculate the costs will be included in electronic format. This initial draft will be prepared for review and
comment by the SW Manager. All changes approved by City managers will be addressed and the second
draft will be submitted to City staff for review.
Task 5: Present findings to City Council.
Prepare materials for and attend a work session or City Council meetings to present study results.
Irgi!Es . ` Description Hours ...,.. "R
1 j Data Request & Review i 4 $552
2 Update Cost of Service Model 8 $1,104
3 Calculate Rate Impacts 6 $828
4 Draft Memo & Presentation 10 $1,380
5 Present to Council 10 i $184 I $1,564
Totals 38 S5,428
The fees for this project are based on the estimated time to complete the project. This proposed fee is a
not to exceed fee based on the outlined work program. If the projects can be completed in less than our
estimates, then Bell & Associates will bill accordingly. If we find it will take considerably more time, due
to a change in scope, we will discuss any changes with City staff and will not proceed without prior
written authorization. Fees for the project are estimated at $5,428 (38 hours x $138 per hour) plus $184 in
travel expenses. City will reimburse the consultant for any out of pocket expenses including mileage and
other reasonable expenses approved by the Solid Waste Manager. Unless otherwise agreed in writing,
fees will be billed monthly at the first of each month for the preceding month and will be payable within
30 days of the date of the invoice.
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EXHIBIT C: PROJECT SCHEDULE
Performance of the Scope of Work described in Exhibit A will begin immediately upon notice to proceed.
Major milestones are estimated as follows:
• Notice to Proceed (NTP): Expected July 18, 2016
® Review Draft Study Findings with Division Staff: Week of August 8, 2016
• Submit Draft Report: Within 2 months of NTP
® Presentations to City Council: Within 3 months of NTP (Mid Sept /Oct. 2016)
® Submit Final Report: Within 3 months of NTP (Oct/ 2016) dependent upon presentation
schedule and final revisions.
® Completion of Project: On or before December 31, 2016