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HomeMy WebLinkAboutR-2005-168 Wastewater Treatment Plant Centrifuge Emergency RepairRESOLUTION NO. R-2005- 168 A RESOLUTION declaring an emergency and authorizing the City Manager to execute the contracts for renting a centrifuge and repairing the existing WWTP centrifuge for biosolids dewatering. WHEREAS, Article VI, Section 6 of the City of Yakima Charter and Yakima Municipal Code Chapter 1.80 provide that the City Council may declare an emergency dispensing with the necessity for bidding for services, material, and equipment and supplies costing more than $25,000; and WHEREAS, there is only one centrifuge at the Wastewater Treatment Plant; and WHEREAS, the existing centrifuge developed a bad vibration and when inspected was found to have several worn and broken tiles that would cause extensive damage to the centrifuge bowl if continued to be operated; and WHEREAS, the centrifuge is critical to our dewatering operations for biosolids and is the only machine we have at this time; and WHEREAS, there is no room to store wet biosolids for any extended period; and WHEREAS, repair of the existing centrifuge is expected to take six weeks at a minimum; and WHEREAS, another machine will need to be rented for at least six weeks; and WHEREAS, the City Council finds that it is in the best interest of the City to declare an emergency and authorize the execution of all necessary documents to rent a centrifuge and repair the existing machine, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: An emergency is hereby dedared and the City Manager is hereby authorized to execute all applicable contracts for renting a centrifuge and repairing the existing WWTP centrifuge without calling for bids. ADOPTED BY THE CITY COUNCIL this 1st day of Novemb - r, 2005. A 1LEST: ceei.A.J2--v•—• „›,d City Clerk &IAA) Paul P. George, Mayor • Trimax Re8idua.18 an American Water Services -company EQUIPMENT LEASE AGREEMENT LESSEE: City OT P4i Ivy 2 qJase v��v- �;v►SWv. Z Z Zd £ asf Vib(a ysi vIeua ii//4 9890 / Contact: {rY rix. L.. tJJ lrk/ Phone: 0509) . i 9 - gv t/ Fax: (509) 575 - 4)116. 'Go E-mail: r»/irtdeneri,ttr?krna..ccla 1J5 Lease Number: LESSOR: Trimax Residuals Management (USA) Inc. 9402 - 31 Avenue Edmonton, AB T6N 1C4 Contact: Bob Niedzielski Phone: (780) 433-7373 or (800) 465-2115 Fax: (780) 433-5577 or (877) 433-5577 E-mail: bniedzielski@amwater.com Equipment to be Leased: [LIST HERE A DETAILED DESCRIPTION OF THE EQUIPMENT TO BE LEASED OR ATTACH A SCHEDULE, IF NEEDED. FOR EACH PIECE OF EQUIPMENT INCLUDE MANUFACTURER, MODEL AND SA �ER] SHA PL..G PM - 75,c9O cert. i-Uc& Elec-r1Ca Co.-Tref,/0. si�t�q,'(..enter e.St�dLdSfac _, eoPtve e Location of Use: [IDENTIFY THE LOCATION @HERE THE EQIPMENT L BE USED - INCLUDE DETAILED ADDRESS] Yai-rvIa-Reiniovva.-1 L(jas' 'e -.u..► ,e.,c.t �cia+ vve.vvt- P1 ,Z2Z.D Earl; V/tdtz l- - / -- -. Commencement Date of Lease: hioVember 1 , 2465 - - ,- — Expiration Date of Lease: Lease Payment: $ GAJ 1 06 . / month Deposit Amount (equal to two month's Lease Payments): $ /Y A Additional Payments: f Ytdb i 1 L ZtI & / uF f me i': i i .Z.a-t'e,:iv‘. G e ist 4- 2e)% [List one-time payments and when such payments are payable to Trimax - include Schedule, if needed - Examples include inspection fees, mobilization fees, demobilization fees, commissioning fees, service call costs, ] 1 1. Lease. The above-named Lessor ("Trimax") hereby leases to the above-named Lessee (the "Lessee"), and the Lessee hereby leases from Trimax, subject to the terms and conditions of this Equipment Lease Agreement (the "Lease"), the personal property described above as the Equipment to be leased, including all replacement parts, repairs, additions, alterations and accessories thereto (the "Equipment"). 2. Ownership. The Equipment is the personal property of Trimax and title to the Equipment shall at all times remain with Trimax. The Lessee shall have no right, title or interest in the Equipment except as expressly set forth in this Lease. The Lessee represents that the Equipment shall at all times remain separately identifiable personal property. The Lessee shall keep the Equipment free and clear of all liens, security interests, claims and encumbrances. The Lessee shall, at its own expense, take such action as may be necessary to prevent any third party from acquiring any right to or interest in the Equipment by virtue of the Equipment being deemed to be real property or a part of other personal property, and shall indemnify Trimax against any loss which Trimax may sustain by Lessee's failure to do so. 3. Acceptance of Equipment. The Lessee shall have the right to take possession of the Equipment on the Commencement Date of Lease set forth above. Trimax will use reasonable care to ensure that the Equipment is in proper working condition prior to the Lessee taking possession of the Equipment. Prior to taking possession of the Equipment, the Lessee shall immediately notify Trimax, in writing, of any damage to the Equipment. Unless otherwise specified in writing as set forth in this section, the Lessee's taking possession of the Equipment constitutes acceptance by the Lessee that the Equipment was received in good repair and operating condition for purposes of performing its intended function. The Lessee is responsible for, and shall bear all costs associated with, the loading, unloading and transporting of the Equipment from the location where it took possession of the Equipment to its Location of Use set forth above. 4. Location. The Lessee shall not remove the Equipment from, or use the Equipment at any location other than, the Location of Use set forth above without the prior written consent of Trimax. 5. Use. The Equipment shall be used by Lessee solely for commercial and business purposes, not for personal, household or other use. The Lessee shall not modify, alter, add to, improve or change the Equipment without the prior written consent of Trimax. Any modification, alteration, addition, improvement or change to the Equipment approved by Trimax shall automatically become the sole property of Trimax. The Lessee shall comply with all applicable laws, rules and regulations relating to the operation, ownership, use and possession of the Equipment, and the supplier's and manufacturer's requirements for continued maintenance thereof. 6. No Warranties. The Lessee leases the Equipment on an "as-is" and "where-is" basis. Trimax makes no representation or warranty of any kind whatsoever, express or implied, regarding the Equipment including, without limitation, any implied warranty of merchantability or warranty of fitness for use for a particular purpose. The Lessee hereby waives all rights it may have under applicable law for any indirect, punitive, special or consequential damages relating to the Equipment or the Lease. 7. Maintenance. The Lessee shall: A. Furnish all labor and parts required for maintaining, repairing and replacing component parts of the Equipment to keep it in good operating condition, repair, working order and appearance; B. Use, operate, maintain and store the Equipment in a reasonably careful manner; C. Protect the Equipment from deterioration, other than that resulting from ordinary wear and tear; D. Comply with the manufacturer's operating procedures, maintenance recommendations and warranty restrictions; E. Use the Equipment only as intended by the manufacturer, including operation within its rated capacity and use by trained and experienced personnel; and F. Maintain accurate and complete records of all repairs and maintenance of the Equipment and allow Trimax to inspect those records, upon reasonable notice, at any time during normal business hours. 1 Notwithstanding the Lessee's maintenance, repair and replacement responsibilities set forth in this section, should a major repair of the Equipment be required, Trimax shall have the right to approve the nature and scope of the repair, the entity performing the repair and the location of the repair. The Lessee shall not perform or have performed on the Equipment any major repair without the prior written consent of Trimax. 8. Risk of Loss. The Lessee shall bear the entire risk of loss, theft, damage or destruction of or to the Equipment from any cause whatsoever during the term of this Lease and at any other time that the Equipment is or should be in the possession or control of the Lessee. No such loss, theft, damage or destruction of the Equipment, or any defect therein or unfitness thereof, or any delay, deficiency, absence of insurance proceeds, or unavailability, delay or failure of supplies, parts, mechanisms, devices or services for the Equipment or failure of the Equipment to function, for any cause, shall relieve the Lessee of its obligation to pay to Trimax the Lease Payments due in accordance with this Lease or of any other obligation under this Lease. 9. Insurance. The Lessee shall at all times obtain and maintain, at its own cost and expense and with insurers satisfactory to Trimax, the following insurance coverage: (A) liability insurance against bodily injury, including death, in the amount of $1,000,000 per occurrence, (B) liability insurance against property damage in the amount of $1,000,000 per occurrence, and (C) casualty insurance against fire, theft and all other losses customarily covered by insurance for the type of Equipment to be leased under this Lease in the amount of the full replacement value of the Equipment. Each insurance policy will name Trimax as an additional insured and as loss payee, and shall contain a clause requiring the insurer to give Trimax at least 30 days prior written notice of any alteration in or cancellation of the terms of such policy. The Lessee shall furnish to Trimax a certificate of insurance for each policy evidencing that the insurance coverage required by this Lease is in effect; provided, however, that Trimax shall be under no duty or obligation to ascertain the existence or adequacy of such insurance. 10. Term. The term of the Lease shall commence on the Commencement Date of Lease set forth above and end upon the Expiration Date of Lease set forth above, or the date of earlier termination as provided in this Lease; provided, however, that the Lessee's obligations under this Lease shall continue until all obligations of the Lessee under this Lease shall have been paid and satisfied in full. 11. Extension of Term. If the Lessee desires to extend the term of this Lease beyond the Expiration Date of Lease set forth above, the Lessee shall make such request in writing to Trimax at Least 30 days prior to the Expiration Date of Lease. The Lessee's written request shall include a proposed new Expiration Date of Lease. Trimax shall have the right, in its sole discretion, to honor the Lessee's request and extend the term of this Lease to Lessee's proposed new Expiration Date of Lease or some other date agreed to by the parties. If the Expiration Date of Lease is extended, such new Expiration Date of Lease shall be set forth in a written amendment to this Lease duly authorized and executed by the parties in accordance with section 26. Unless otherwise specifically provided in a written amendment to this Lease, all other terms and conditions of this Lease, including the amount of the Lease Payments, shall remain in full force and effect through any new Expiration Date of Lease set forth in an amendment. 12. Lease Payments. The Lessee shall pay the Lease Payments in the amount set forth above during the term of the Lease. The first Lease Payment shall be due on the Commencement Date of Lease. Subsequent Lease Payments shall be due in advance of the next monthly period on the same date of each month as the date of the Commencement Date of Lease. If a given month does not have a corresponding date the same as the date of the Commencement Date of Lease, the Lease Payment shall be due on the last calendar date of such month. If the Expiration Date of Lease is a date that is not the same as the Commencement Date of Lease such that the final period of the Lease is less than a calendar month, the final Lease Payment shall be adjusted on a pro rata basis to take into account the partial monthly period. Lease Payments are due and payable to Trimax on a monthly basis whether or not the Lessee has received an invoice or other notice that the Lease Payments are due. All Lease Payments shall be paid to Trimax at its address set forth above or as otherwise directed by Trimax in writing. 2 13. Additional Payments. In addition to the Lease Payments payable under this Lease, the Lessee shall pay to Trimax the Additional Payments in the amounts and in accordance with the payment schedule set forth above. All Additional Payments shall be paid to Trimax at its address set forth above or as otherwise directed by Trimax in writing. 14. Overdue Lease Payments and Additional Payments. If Trimax fails to receive from Lessee any Lease Payment or Additional Payment within five days after its due date, the Lessee shall pay to Trimax interest on such overdue Lease Payment or Additional Payment at a rate of 2% per month for each month of delinquency. Any loss and expense incurred by Trimax as a result of the Lessee's failure to pay a Lease Payment or Additional Payment by its due date shall be reimbursed to Trimax by the Lessee. 15. Deposit Amount. The Deposit Amount shall be an amount equal to two month's Lease Payments. The Lessee shall pay to Trimax the Deposit Amount in the amount set forth above at least five days prior to the Commencement Date of Lease. If the Lessee fails to pay the Deposit Amount to Trimax at least five days prior to the Commencement Date of Lease, the Commencement Date of Lease shall be delayed by the number of days that payment of the Deposit Amount is made by Lessee to Trimax after the date that is five days prior to the Commencement Date of Lease set forth above. Any such new Commencement Date of Lease shall be set forth in a written amendment to this Lease duly authorized and executed by the parties in accordance with section 26. In such event, and unless otherwise specifically provided in a written amendment to this Lease, the Expiration Date of Lease shall remain as set forth above. Trimax may, but shall not be obligated to, apply the Deposit Amount set forth above toward any amount due Trimax and payable by the Lessee hereunder, in which event the Lessee shall promptly restore the Deposit Amount to the full amount set forth above. Upon termination or expiration of this Lease and any extension thereof, if the Lessee has fulfilled all of its obligations and responsibilities under this Lease then Trimax shall, within 60 days of such termination or expiration, return to the Lessee the amount of the Deposit Amount without interest, less any amount paid to Trimax as provided in this section which was not promptly restored by the Lessee. 16. Taxes. The Lessee shall pay when and as due all sales, use, property, excise and other taxes and charges imposed on this Lease or the ownership, use, operation, possession, sale, lease or maintenance of the Equipment whether assessed on Trimax or Lessee, and shall indemnify and hold Trimax harmless from any such taxes and any penalties or interest arising from the late payment or non-payment thereof. 17. Indemnification. The Lessee shall indemnify, reimburse, hold harmless and defend (with counsel acceptable to Trimax) Trimax, its successors and assigns and their officers, directors, employees and agents from and against all claims, damages, losses, liabilities, demands, suits, judgments and all legal proceedings, and any and all costs and expenses associated therewith (including reasonable attorney's fees) relating to, arising out of or in any manner connected with this Lease or the ownership, use, operation, possession, sale, lease or maintenance of the Equipment. The Lessee's indemnification obligations shall survive the termination of this Lease. 18. Return of Equipment. Within five days following the expiration or earlier termination of this Lease, the Lessee shall return the Equipment to Trimax in the same condition and appearance as when received by the Lessee, excepting only reasonable wear and tear from proper use by Lessee. The Lessee is responsible for, and shall bear all costs associated with (1) the loading, unloading and transporting of the Equipment from its Location of Use set forth above to the location where the Lessee took possession, unless another return location is agreed to by the parties, and (2) any loss and expense incurred by Trimax to repair and replace the Equipment to the extent the Equipment is returned by the Lessee to Trimax in a condition other than as permitted pursuant to this section. 19. Failure to Return Equipment. If the Lessee fails to return the Equipment as required by section 18, Trimax shall have the right to enter the premises where the Equipment is located, with reasonable notice, and take possession of and remove the Equipment or render the Equipment unusable without incurring any liability to Lessee for any loss or expense incurred by Lessee as a result of Trimax taking possession of or rendering unusable the Equipment. Lessee shall ensure that any contract it enters into permitting access to a 3 site where the Equipment will be used also grants Trimax the right to enter the site for purposes of taking possession of and removing the Equipment or rendering the Equipment unusable. Any loss and expense incurred by Trimax as a result of the Lessee's failure to return the Equipment as required by section 18 or as a result of Trimax exercising its rights pursuant to this section shall be reimbursed to Trimax by the Lessee. 20. Events of Default. Any one of the following occurrences shall constitute an "Event of Default" by the Lessee of this Lease: A. Failure by the Lessee to make any Lease Payment or Additional Payment within five days after its due date; B. Failure by the Lessee to perform any of its obligations under this Lease, provided such failure should continue for five days from the earlier of (1) the date that such obligation was to be performed by the Lessee, or (2) the date notice of such failure to perform was sent to the Lessee by Trimax; C. The abandonment of the Equipment by the Lessee for more than 10 days; D. Discovery by Trimax that any representation or warranty of the Lessee hereunder was false or inaccurate when made; E. The insolvency of the Lessee as determined under applicable law; F. The filing by the Lessee of a petition of voluntary bankruptcy under applicable law; the consenting of the Lessee to the filing of any bankruptcy or reorganization petition against the Lessee under applicable law; or, the filing by the Lessee of a petition to reorganize the Lessee pursuant to applicable law; or G. The issuance of an order of a court of competent jurisdiction appointing a receiver, liquidator, custodian or trustee of the Lessee, or the filing against the Lessee of a petition to reorganize the Lessee pursuant to applicable law. 21. Termination for Cause. Upon the occurrence of an Event of Default as set forth in section 20, Trimax may, by written notice to the Lessee, terminate this Lease without any requirement of having given notice previously or of providing any further cure opportunity. If Trimax terminates this Lease due to an Event of Default by the Lessee, the Lessee agrees to pay to Trimax: A. All amounts due Trimax under this Lease as of the date of termination of this Lease; and B. All remaining Lease Payments and Additional Payments which would have been due Trimax under this Lease as if the Lease not been terminated due to an Event of Default by the Lessee and as if this Lease been in effect through the Expiration Date of Lease. 22. Termination for Convenience. Notwithstanding any other provision of this Lease, Trimax has the right, in its sole discretion, to terminate this Lease for its convenience and without cause upon 15 days written notice to the Lessee. Upon the exercise of such right by Trimax, the Lessee agrees to return the Equipment to Trimax in a condition, within the time period specified and at its own cost and expense as provided in this Lease. If Trimax terminates this Lease for its convenience pursuant to this section, the Lessee shall pay to Trimax all amounts due Trimax under this Lease as of the date of termination of this Lease. 23. Obligations Irrevocable. The Lessee's obligation to pay all Lease Payments due under this Lease for the term hereof will be absolute and unconditional and will not be affected or reduced by any circumstance. This Lease cannot be canceled or terminated by the Lessee for any reason whatsoever. 24. Right of Inspection. Trimax has the right to enter the Location of Use identified above during normal business hours to inspect the Equipment and observe its use. Lessee shall ensure that any contract it enters into permitting access to a site where the Equipment will be used also grants Trimax the right to enter the site for purposes of inspecting the Equipment and observing its use. 4 25. Transfer and Assignment. The Lessee may not assign, sublet, pledge, encumber or otherwise transfer this Lease or the Equipment, delegate any of its rights or obligations under this Lease, or take any action to transfer any of the duties or obligations assumed under this Lease without the prior written consent of Trimax. With respect to any authorized sublease or transfer of possession of the Equipment or this Lease (1) the rights of the sublessee or transferee will be subject and subordinate to the terms and conditions of this Lease, and (2) the Lessee shall remain primarily liable for the performance of its obligations under this Lease to the same extent as if the sublease or transfer of possession had not occurred (unless otherwise agreed to by Trimax in writing). Trimax has the right to assign, sell or encumber any part of its interest in the Lease or the Equipment and any proceeds of the disposition of that interest, subject to the Lessee's rights under this Lease. The Lessee acknowledges that an assignment, sale or encumbrance of Trimax's interest would not materially change the Lessee's duties under this Lease or materially increase its burdens or risks. 26. Amendments. The terms and conditions of this Lease shall not be changed, altered, revised or modified except through a written amendment to this Lease mutually agreed to and duly authorized and executed by the parties. 27. Entire Agreement. This Lease, and any amendments hereto as contemplated by section 26, represents the entire and integrated agreement between the parties, and supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written, relating to the subject matter of this Lease. IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their duly authorized representatives as of the day of , 20 Trimax Residuals Management (USA) Inc. (Trimax): By: Date: Name: Title: By: ;+L( a -P yak ( a_ Name: �+ Title: C'�� `v\iiNC��.� 5 (Lessee): CITY CONTRAC f NO: dA1 /"? 9' RESOLUTION NO: le -,,,,7/A5---/447 AUTHORIZATION TO REPAIR YAKIMA WWTP DS705 ROTATING ASSEMBLY; GEARBOX SIN 91-D8705-194 NL ref.: RC81601 Your ref.: 11117105 The total charge for parts, tabor and expenses associated with this repair Is: $44,954.00 PLUS FREIGHT. Plus Options OPTION 1: REPAIR REAR HUB ADD'L $ 2,900.00 OPTION 2: REPAIR FRONT HUB ADD'L $ 2,900.00 OPTION 3: REPAIR HUB SLEEVE ADD'L $ 940.00 OPTION 4: REPAIR PILLOW BLOCK ADM_ $ 1,550.00 Validity: 30 Payment Terms: NET 30 DAYS Warranty: Terms and conditions attached. Please execute the work authorization below and fax it to the number shown below. The equipment not approved for repair is subject to a service charge to cover the cost of disassembly, cleaning, inspection, quoting and repackaging. On occasion, more extensive damage is revealed during the course of the repair, In which case you will be contacted and advised of the possible impact to delivery and pricing. WORK AUTHORIZATION: Signing below is an autho a ion to proceed with the work described in the accompanying quotation. Authorized Signature: \" 6,5 Date: Purchase order or Work order #: 05 -to o .sL' 4 -> Fax to the attention of TOM FOGARTY at +1 757-487-5375 www.alfalaval.com BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STAT t;MENT Item No. j( For Meeting Of 11/01/05 ITEM 'I'II LE: Consideration of a resolution declaring an emergency and authorizing the City Manager to execute contracts for renting a centrifuge and repairing the existing WWTP centrifuge for biosolids dewatering. SUBMITTED BY: Dave Zabell, Assistant City Manager CONTACT PERSON/ I ELEPHONE: Max Linden, Wastewater Utility Engineer (509) 249-6814 SUMMARY EXPLANATION: Staff respectfully requests City Council consideration of a resolution declaring an emergency condition and waiving the formal bid process in order to rent a centrifuge and repair the existing WWTP centrifuge for biosolids dewatering. The existing centrifuge developed a bad vibration and when inspected was found to have several worn and broken tiles that would cause extensive damage to the centrifuge bowl if continued to be operated. The centrifuge is critical to our dewatering operations for biosolids and is the only machine we have at this lime. (Continued on next page) Resolution X Ordinance _ Contract — Other (Specify) Funding Source: Wastewater Facilities Capital reserve Fund(472) Budgeted) APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt a resolution declaring an emergency and authorizing the City Manager to execute all applicable contracts to rent a centrifuge and repair the existing WWTP centrifuge for biosolids dewatering. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2005468 Repair of our existing centrifuge is expected to take a minimum of 6 weeks so another machine will need to be rented for at least six weeks. Rental of a centrifuge will cost approximately $21,000/rno and the repairs to our centrifuge are expected to cost $30,000. We are required to have redundancy for our dewater process per federal and state rules and are in the process of purchasing another centrifuge at part of our first phase of WWTP improvements. When the WWTP upgrades are completed we will have two centrifuges on site and will have back up for situations like this in the future.