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05/15/2012 04E Water Utility Advanced Metering Infrastructure Request for Proposals Agreement; Gray and Osborne, Inc. *( A .‘ Jae, BUSINESS BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: May 15, 2012 ITEM TITLE: Resolution authorizing engineering and consulting services agreement with Gray' and Osborne, Inc for engineering and consulting services associated with the Water Utility Advanced Metering Infrastructure Request for Proposals not to exceed $30,000 SUBMITTED BY: Joan Davenport, Acting CED Director Dave Brown, Water /Irrigation Manager CONTACT Dave Brown, Water /Irrigation Manager, 509 - 575 -6204 PERSON /TELEPHONE: SUMMARY EXPLANATION: In 2009 the City Council adopted a policy issue to move the water utility toward automated meter reading, approved an inter -local agreement with the City of Selah and Nob Hill Water Association to complete an evaluation of automating the function of water meter reading and to determine if the three utilities could benefit from collaborating on the project and approved a contract with Gray and Osborne, Inc. to evaluate the feasibility of automating water meter reading. The feasibility study results indicate: a joint meter reading project would not provide any benefits; a procurement process where infrastructure purchases might be shared should be pursued; an request for proposals (RFP) for a negotiated purchase under RCW 39.04.270 would provide the most benefit. The attached contract with Gray and Osborne Inc. is to assist the Water /Irrigation division in preparing a RFP, to assist in evaluating the proposals and to assist in managing the installation of the automated meter reading system. The Automated meter reading system is being funded through water rates and charges, a $5,000,000 Public Works Trust Fund Loan at 0.5% interest and from the wastewater utility. Engineering cost not to exceed: $30,000 Resolution X Ordinance Other (specify) Contract: X Mail to: Jeff Stevens; Gray & Osborne 107 South Third Street, Yakima WA 98901 Contract Term: Amount: 30,000 Expiration Date: Insurance Required? Yes Funding 477 Water Inprovement Fund, Public Phone: 509 - 453 -4833 Source: Works Trust Fund Loan APPROVED FOR City Manager SUBMITTAL: STAFF RECOMMENDATION: Adopt resolution BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ Resolution L Contract RESOLUTION NO. R -2012- A RESOLUTION authorizing the City Manager to execute the attached' and incorporated engineering and consulting services agreement with Gray and Osborne, Inc for engineering and consulting services associated with the Water _ Utility Advanced Metering Infrastructure Request for Proposals. WHEREAS, the City of Yakima Water /Irrigation Division requires engineering and consulting services associated with the Water Utility Advanced Metering Infrastructure Request for Proposals; and WHEREAS, the City of Yakima Water /Irrigation Division representatives have complied with the provisions of RCW 39.80 which concerns the procurement of engineering and architectural services by a city; and WHEREAS, the City of Yakima Water /Irrigation Division representatives will continue to comply with the provisions of RCW 39.80 which concerns the procurement of engineering and architecturaliervices by a city for future engineering and architectural services; and WHEREAS, Gray and Osborne, Inc. has the necessary expertise and experience to perform and provide the required engineering consulting services and is willing to do so in accordance with the attached agreement; and WHEREAS, the Water Utility Advanced Metering Infrastructure is funded by a Public Works Trust Fund low interest loan; and WHEREAS, the City Council deems it to be in the best interest of the City to enter into an agreement with Gray and Osborne, Inc. for engineering and consulting services associated with the Water Utility Advanced Metering Infrastructure Request for Proposals; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated engineering and consulting services agreement with Gray and Osborne, Inc. for engineering and consulting services associated with the Water Utility Advanced Metering Infrastructure Request for Proposals. ADOPTED BY THE CITY COUNCIL this _day of 2012. Micah Cawley, Mayor ATTEST: Sonya Claar -Tee, City Clerk AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND GRAY and OSBORNE, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of , 2012, by and between the City of Yakima, Washington, a municipal corporation with principal offices at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", and GRAY and OSBORNE, INC., with art office at 107 South Third Street, Yakima WA 98901 and which corporation and its principal engineers performing this Agreement are licensed and registered to do business in the State of Washington, hereinafter referred to as "ENGINEER," for WATER UTILITY ADVANCED METERING INFRASTRUCTURE, herein called the "PROJECT." WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for Water Utility Advanced Metering Infrastructure Request for Proposals, proposal evaluation and construction management, as described in this Agreement and subsequent Amendments thereto, and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and ENGINEER agree as follows SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of ENGINEER shall not be construed to exceed those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Jeff Stevens, P.E. as Principal -in- Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled " WATER UTILITY ADVANCED METERING INFRASTRUCTURE" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or time required for, performance of any services under this Agreement, a contract price Page 1 and /or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.2.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B, attached hereto and incorporated herein by this reference, and if so authorized, shall be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so authorized by CITY and agreed to by the ENGINEER in writing. 2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the date of the ENGINEER's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY- FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEER'S services on the PROJECT including information on any pre- existing conditions known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by an authorized regulatory agency. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide labor and safety equipment as reasonably required by ENGINEER for such access. 3 3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents, obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate, and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete, or inaccurate based upon the ENGINEER'S knowledge. 3 5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as additional information to the ENGINEER and will not relieve the ENGINEER of its duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions therefrom. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. SECTION 5 COMPENSATION 5 1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specific Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary expenses. Page 2 5.1.1 DIRECT NON - SALARY EXPENSES Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles, meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT- related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus fifteen percent (15 %) and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non -Salary Expenses are shown in Exhibit B. 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 time they are used for PROJECT WORK. ENGINEER, whenever possible, will use the least expensive form of ground transportation. • That 'reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel /motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 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 1.10 times the actual costs billed by the Professional Subconsultant for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed Thirty Thousand Dollars ($30,000). The ENGINEER will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the ENGINEER beyond these limits. When any budget has been increased, the ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided • that the City was informed in writing at the time such costs were incurred. 5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for PROJECT services completed through the accounting cut -off day of the previous month. Such invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The ENGINEER shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with additional supporting information required. Page 3 5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the unpaid balance shall accrue beginning with the sixty -first (61) day at the rate of 1.0% per month or the maximum interest rate permitted by law, whichever is less, provided, however, that no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4). 5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty -five (45) days after satisfactory completion of the services required by this Agreement as evidenced by written acceptance by CITY and after such audit or verification as CITY may deem necessary and execution and delivery by the ENGINEER of a release of all known payment claims against CITY arising under or by virtue of this Agreement, other than such payment claims, if any, as may be specifically exempted by the ENGINEER from the operation of the release in stated amounts to be set forth therein. 5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims, right, or remedy it may have against the ENGINEER under this Agreement or by law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this Agreement. SECTION 6 RESPONSIBILITY OF ENGINEER 6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all plans, design, drawings, specifications, reports, and other services furnished by the ENGINEER under this Agreement. The ENGINEER shall, without additional compensation, correct or review any errors, omissions, or other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The ENGINEER shall perform its WORK according to generally accepted civil engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations, and permits. 6 2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER of responsibility for the technical adequacy, completeness, or accuracy of its WORK and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 6 3 In performing WORK and services hereunder, the ENGINEER and its subcontractors, subconsultants, employees, agents, and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be solely responsible for any claims for wages or compensation by ENGINEER employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom 6.4 INDEMNIFICATION: (a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, and employees (hereinafter "parties protected ") from (1) claims, demands, liens, lawsuits, administrative and other proceedings, and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses (including legal fees, costs, and disbursements) of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the Engineer's performance under this Page 4 Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the Engineer, the Engineer shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify, defend, and hold the ENGINEER harmless from loss, cost, or expense, including legal fees, of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the ENGINEER and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. 6 5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY as evidenced by their specific and express initialing of this paragraph. ENGINEER'S INITIALS CITY'S INITIALS 6 6 It is understood that any resident engineering or inspection provided by ENGINEER is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not assume responsibility for methods or appliances used by a contractor, for a contractor's safety programs or methods, or for compliance by contractors with laws and regulations. CITY shall use its best efforts to ensure that the construction contract requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEER'S officers, principals, employees, agents, representatives, and engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER professional liability. 6 7 SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and /or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER, to the extent that ENGINEER has exercised the applicable standard of professional care and judgment in such investigations. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and attachments. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen (15) days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays attributable to the ENGINEER, but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay caused by any Page 5 governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated. 7.2 Not later than the tenth (10) day of each calendar month during the performance of the PROJECT, the ENGINEER shall submit to the CITY'S Representative a copy of the current schedule and a written narrative description of the WORK accomplished by the ENGINEER and subconsultants on each task, indicating a good faith estimate of the percentage completion thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the request of the CITY for presentation to other governmental agencies and /or to the public. SECTION 8 REUSE OF DOCUMENTS 8.1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT. There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out of or related to such unauthorized reuse, change, or alteration, provided, however, that the ENGINEER will not be indemnified for such claims, damages, losses, and costs including, without limitation, litigation expenses and attorney fees where caused by the ENGINEER's own negligent acts or omissions. 8 2 The ENGINEER agrees that ownership of any plans, drawings, designs, specifications, computer programs, technical reports, operating manuals, calculations, notes, and other WORK submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement, whether or not complete, shall be vested in the CITY. 8 3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter "Intellectual Property ") as well as any modifications, updates or enhancements to said Intellectual Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER does not grant CITY any right or license to such Intellectual Property. SECTION 9 AUDIT AND ACCESS TO RECORDS 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. 9 3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the ENGINEER is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the ENGINEER. 9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 9 5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. Page 6 SECTION 10 INSURANCE 10.1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide Certificates of Insurance satisfactory to the CITY as evidence that policies providing the following coverage and limits of insurance are in full force and effect. The CITY and the CITY'S officers, principals, employees, representatives, and agents shall be designated as additional insureds on all such policies except for professional liability and Worker's Compensation. Such insurance shall be primary to the extent covered as additional insureds and other insurance maintained or carried by the CITY shall be separate and distinct and shall not be contributing with the insurance listed hereunder. 10.1 1 Commercial general liability insurance, including personal injury liability, blanket contractual liability, and broad -form property damage liability coverage. The combined single limit for bodily injury and property damage shall not be less than two million dollars ($2,000,000) per occurrence /aggregate. 10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non - owned, rented, and hired cars. The combined single limit for bodily injury and property damage shall not be less than one million dollars ($1,000,000) per occurrence. 10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 10.1.4. Professional liability insurance. The limit of professional liability insurance coverage shall not be less than one million dollars ($1,000,000) for any one claim and policy aggregate. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives thereunder. The CITY and the CITY'S officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the City until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. SECTION 11 SUBCONTRACTS 11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract any portion of the WORK to be performed under this Agreement. 11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT, including any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be unreasonably withheld. Each subcontract shall be subject to review by the CITY'S Representative, if requested, prior to the subconsultant or subcontractor proceeding with the WORK. Such review shall not constitute an approval as to the legal form or content of such subcontract. The ENGINEER shall be responsible for the architectural and engineering performance, acts, and omissions of all persons and firms performing subcontract WORK. 11..3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the purpose of completing this Agreement. 11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK completed by subconsultants and subcontractors during the preceding month and copies of all invoices thereto. SECTION 12 ASSIGNMENT 12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior written consent of the Page 7 other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 13 INTEGRATION 13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 14 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes shall be Yakima County, State of Washington. SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15.1 During the performance of this Agreement, ENGINEER shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 16 1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 17. SECTION 17 TERMINATION OF WORK 17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given' (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy -two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 17.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less than fifteen (15) days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. Page 8 17.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and /or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section. SECTION 18 DISPUTE RESOLUTION 18.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the Yakima Superior Court in accordance with the laws of Washington If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 19 NOTICE 19 1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof Page 9 by the addressee -party, or seventy -two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City of Yakima 2301 Fruitvale Boulevard Yakima, WA 98902 Attn: Mr. David Brown, Water /Irrigation Manager ENGINEER: Gray and Osborne, Inc. 701 Dexter Avenue North, Suite #200 Seattle, WA 98109] Attn Mr. Thomas M. Zerkel P. E. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA GRAY and OSBORNE INC. Signature Signature Printed Name Michael A. Morales Printed Name: Thomas M. Zerkel Title Interim City Manager Title President Date Date Attest Sonya Claar -Tee, City Clerk City Contract No. _ 2012 - Resolution No. R -2012- Page 10 STATE OF WASHINGTON ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that MICHAEL A. MORALES is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the INTERIM CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated. Seal or Stamp (Signature) Title Printed Name My commission expires: Page 11 STATE OF WASHINGTON ) ss. COUNTY OF I certify that I know or have satisfactory evidence that THOMAS M. ZERKEL, is the person who appeared before me, and said person acknowledged that he /she signed this instrument, on oath stated that he /she was authorized to execute the instrument, and acknowledged it as the President of Gray & Osborne, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Seal or Stamp (Signature) Title Printed Name My commission expires: Page 12 EXHIBIT A CITY OF YAKIMA WATER UTILITY ADVANCED METERING INFRASTRUCTURE ENGINEERING SERVICES SCOPE OF WORK During the term of this AGREEMENT, the ENGINEER shall perform professional services in connection with the following project: Background The City of Yakima (City), Washington, completed a study in May 2010 to evaluate the installation of an automated meter reading (AMR) system or advanced metering infrastructure (AMI) for its water utility. The study focused on alternatives that would convert the existing manual meter reading process to AMI technology. Among the alternatives considered was a stand -alone AMI system serving only the City of Yakima and two other alternatives that including partnering with neighboring water utilities., The City decided to move forward with a stand -alone AMI system. At the time the study was completed, the City had approximately 19,000 water customers and intended to retain approximately 5,300 of its existing water meters that are relatively new and replace approximately 13,700 of its meters with new positive displacement meter with an encoded register. The new AMI system would include new meter transmitting units (MTUs) for all water meters and an advanced metering infrastructure that includes data collecting units (DCUs) and new software that would be installed on City computers for transferring the data to the City's water billing system and provide water usage data and trends to the City. This scope of work assumes that the City will develop a stand -alone AMI system serving the City of Yakima only. The AMI system provider will design the entire system and be responsible for furnishing and installing a complete working AMI system that includes new meters and registers where desired, new meter transmitting units on all meters, data collection equipment, and utility billing software modifications as well as associated training, commissioning, and startup services. The AMI system vendor will be responsible for performing any communications technology studies, including radio propagation studies, necessary to design and furnish a working AMI system that covers the City's entire water service area. The AMI system would be procured under the authority of RCW 39.04.270, which allows acquisition of electronic data processing and telecommunications systems through negotiated procurement. The City anticipates having the installation work begin in Octobe r, 2 and have the installation completed by October ":31;.,2014. • Page'13 Scope Gray & Osborne would provide the following engineering services: 1.. - Prepare a request for proposal (RFP) that conforms to City of Yakima contracting standards and includes: • Contract • Instructions to Proposers • Bid Proposal • Bond and Insurance Requirements • General Conditions /Special Conditions • Prevailing wages • Technical Specifications to Include: • New Meters and Registers • Meter Transmitting Units • Data Collection Units • AMI software • AMI System Testing and Commissioning Requirements 2. Quality Assurance /Quality Control Reviews at the 15 percent and 90 percent phase of RFP development. 3. One meeting with the City to kick off the RFP development and a second meeting to review the RFP prior to finalizing and going to bid. 4. Bid and award services, to include: • Responding to contractor's requests for information (RFI). • Preparing and issuing addenda to the RFP. • Assisting the City with evaluating proposals prior to award. 5. Engineering assistance during AMI installation to include reviews of: • AMI Design Report • System Layout Drawings • Equipment Submittals • Factory Test Results for AMI Components • Field Test Results for Installed AMI System • Operation and Maintenance Manuals 6. Review all requests for information from the contractor and provide written responses to the City. 7. Provide field assistance during installation, testing, and commissioning of the AMI system. Deliverables Deliverables include the following: Page 14 • Draft and Final RFPs • Written RFI responses during bidding. • Written comments summarizing evaluation of proposals. • Technical submittal review comments. • Written RFI responses. • Memoranda to the City summarizing field visit assistance. Assumptions This scope of work does not include construction management services. The City of Yakima will provide day -to -day inspection and oversight for the meter /register /meter transmitter unit and data collection system installation work. BUDGET SUMMARY Itemized costs are presented in Attachment "B ", and are summarized below. Task Budget Develop Request for Proposal $ 12,765 QA/QC 1,745 Two Meetings with City of Yakima 2,618 Bid and Award Services 3,840 Field Assistance During Installation, Testing, and Commissioning 8,876 Expenses (Mileage, printing) 156 Total $30,000 Page 15 EXHIBIT "B" ENGINEERING SERVICES SCOPE AND ESTIMATED COST City of Yakima - Water Utility Automated Meter Reading Infrastructure Engineering Services' Project Principal Manager Project CAD Tasks Hours Hours Engineer Tech 1 Develop Request for Proposal 4 24 64 12 2 QA/QC 4 4 4 3 Two Meetings with City of Yakima 6 6 6 4 Bid and Award Services 4 12 12 5 Field Assistance During Installation, Testing, and 4 24 40 Commissioning Hour Estimate 22 70 126 12 Estimated Hourly Rates $56 $46 $38 $28 Direct Labor Cost $1,232 $3,220 $4,788 $336 Subtotal Direct Labor $ 9,576 Indirect Costs (171 %) $ 16,375 Total Labor Cost $ 25,951 Fee (15 %) $ 3,893 Subtotal Labor & Fees $ 29,844 Direct Non - Salary Cost Expenses $ 156 Page 16 TOTAL ESTIMATED COST: $ 30,000 Page 17 EXHIBIT "C" SCHEDULE OF RATES FOR Gray and Osborne, Inc (January 1, 2009, Through December 31, 2009) Invoices from Gray & Osborne, Inc include all labor charges, other direct costs, and costs associated with in -house services Charges include only those services directly attributable to the execution of the work Time spent when traveling in the interest of work will be charged in accordance with the hourly rates Labor charges are based upon standard hourly billing rates for each category of staff The billing rates include costs for salary, payroll taxes, insurance associated with employment, benefits (including holiday, sick leave, and vacation), administrative overheads, and profit Rates by labor category are as follows Personnel Hourly Rate Category Principal $143 36 Project Manager $118 43 Civil Engineer $112 19 Financial Analyst $112 19 CADD Technician $87 26 Subcontractor costs will be invoiced at direct cost plus an administrative fee of 10% Other direct costs, including materials, travel, and subsistence will be invoiced at actual cost Page 18