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10/16/2012 04E Sanitary Sewer Pipes Evaluation Agreement with RedZone Robotics, Inc. 4 axe BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. q L For Meeting of: October 16, 2012 ITEM TITLE: Resolution authorizing an Agreement with RedZone Robotics Inc., in an amount not to exceed $180,000 for evaluation of the City's 30 -inch and greater diameter sanitary sewer pipes. SUBMITTED BY: Joan Davenport, Interim Community and Economic Development Director Scott Schafer, Wastewater Division Manager Shelley Willson, Utility Engineer CONTACT Shelley Willson /575 -6077 PERSON /TELEPHONE: SUMMARY EXPLANATION: In its continued efforts of evaluating its entire sanitary sewer system, the City desires to have RedZone Robotics Inc. (RedZone) conduct a condition assessment of the entire City's 30 -inch and greater diameter sized sanitary sewer pipes. Using the Municipal Research and Services Center (MRSC) of Washington Roster, a statewide small works and consultants roster system, the City selected RedZone based on , their experience, expertise, and equipment in providing extensive condition assessments of 30 -inch and larger diameter sized sanitary sewer pipes with the use of close circuit television, laser and sonar. RedZone, will provide the necessary evaluation of all the City's 30 -inch and larger diameter sized sanitary sewer pipes. The terms of the Agreement would be in an amount not to exceed $180,000. (See attached Agreement with Exhibit "A" and "B ") Exhibit "A" of the Agreement describes the Scope of Work in more detail. Exhibit "B" of the Agreement describes the cost of the Large Diameter Inspection Project Resolution X Ordinance Other (specify) Contract: Mail to: Chris Dunkerley, RedZone Robotics Inc., 91 43rd Street, Pittsburgh, PA. 15201 Contract Term: Amount: $180,000 Expiration Date: Insurance Required? No Funding Wastewater Construction Fund 476 - Phone: Source: Budgeted APPROVED FOR SUBMITTAL: dAtvt v City Manager STAFF RECOMMENDATION: Staff respectfully requests City Council approve the resolution authorizing the City Manager to execute the accompanying contract. BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ RedZone Resolution 2012 ❑ RedZone Agreement ❑ Exhibit A RedZone ❑ Exhibit B RedZone RESOLUTION NO. R -2012- A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement with RedZone Robotics Inc. in an amount not to exceed $180,000 for evaluation of the City's 30 -inch and greater diameter sanitary sewer pipes. WHEREAS, the City of Yakima (City) owns and operates wastewater collection and treatment facilities in accord with applicable Federal, State and Local regulations; and WHEREAS, the City in its continued efforts of conducting a condition assessment of its entire sanitary sewer system to evaluate and prioritize replacement and repair projects, lacks the ability to evaluate the conditions of larger diameter pipes; and WHEREAS, the City maintains a roster of small works and consultants whose statements of qualifications represent that they have the experience, expertise, and equipment necessary to perform the services required by the City; and WHEREAS, the City desires to retain RedZone Robotics Inc., to provide extensive condition assessment of the City's 30 -inch and larger diameter sized sanitary sewer pipes with the use of close circuit television, laser and sonar; and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into a Professional Services Agreement with RedZone to perform such specialized service, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the Professional Services Agreement with RedZone Robotics Inc. to provide the necessary evaluation of all the City's 30 -inch and larger diameter sanitary sewer pipes not to exceed $180,000, a copy of the Agreement with Exhibit "A" and "B" is attached hereto and by reference made a part hereof, now, therefore, ADOPTED BY THE CITY COUNCIL this 16 day of October, 2012. ATTEST: Micah Cawley, Mayor Sonya Claar -Tee, City Clerk City of Yakima and RedZone Robotics, Inc Professional Services Agreement This professional services agreement (hereinafter "Agreement ") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter "City ") and RedZone Robotics, Inc., a company licensed to do business in Washington (hereinafter "RedZone "). Whereas, the City desires to retain RedZone to provide close circuit television (CCTV), laser and sonar inspection of the entire City's 30 inch to 48 inch sewer lines, process collected data, provide associated reports and; Whereas, RedZone has the experience, expertise, and equipment to provide such independent inspection services and is willing to provide the services in accordance with the terms and conditions of the Agreement; Now, therefore, in consideration of the mutual covenants, promises and agreement set forth herein, it is agreed by and between the City and RedZone as follows: 1. Scope of Services. RedZone shall provide all the labor, equipment and materials to provide the inspection of sewer lines, analyze data and present inspection data of the entire City's 30 inch to 48 inch pipe, referred to as Basic Services. The scope of service is described in more detail in Exhibit "A" attached and incorporated by this reference. The City will direct RedZone when to proceed with the work. 2. Additional Services. a. The City and RedZone agree that not all services performed by RedZone can be defined in detail at the time this Agreement is executed and that Additional Services not covered in Exhibit "A: may be needed during the performance of the Agreement. City may, at any time, by written order, direct RedZone to revise portions of the Basic Services previously completed in a satisfactory manner, delete portions of Basic Services, suspend Basic Services or request RedZone perform Additional Services beyond the scope of Basic Services. Such changes hereinafter shall be referred to as "Additional Services ". b. If such Additional Services cause an increase or decrease in RedZone's cost of, or time required for, performance of any services under this Agreement, a contract price and /or completion time adjustment pursuant to the Agreement may be made and this Agreement may be modified in writing accordingly. c. Compensation for each such request for Additional Services will be negotiated by the City and RedZone according to the provisions set forth in Section 3. RedZone shall not perform any Additional Services until authorized by City in writing. Once so authorized, such Additional Services shall be considered part of the Basic Services. If mutual 1 agreement on compensation or time adjustment cannot be concluded, Redzone is required to perform the Basic and Additional Services, reserving a right for equitable adjustment; provided, that in no event shall any amount be allowed for anticipated profit or unperformed Basic Services or Additional Services. If City and RedZone cannot agree upon an equitable adjustment in the time for Additional Services beyond the scope of Basic Services with thirty (30) days of RedZone's written request for equitable adjustment, performance of such Additional Services may be suspended by RedZone until City and RedZone mutually agree upon the time adjustment. 3. Term. The term of this Agreement shall commence upon execution hereof and shall terminate at the time of completion of all services /tasks required hereunder unless terminated sooner by either party in accordance with Section 20. RedZone shall provide such services as are described on executed task orders in accordance with the time schedule set forth in Exhibit "A ". When directed by the City, RedZone shall proceed in a timely and diligent manner to provide all services required hereunder. 4. Consideration. a. The City shall pay RedZone for basic services as described in Exhibit "A ", in accordance with the payment schedule set forth in Exhibit "B ". Unless the parties otherwise modify this Agreement, the total compensation paid to RedZone for all services provided under the Agreement shall not exceed $180,000.00. b. The City shall pay RedZone for any major traffic control that includes plans or signage at cost plus 5 %. 5. Information Provided by the City. Redzone shall provide guidance to the City in determining the data required for purposes of the contemplated service. The City agrees to use reasonable efforts to provide data and information specifically requested by RedZone. 6. Status of RedZone. RedZone and the City understand and expressly agree that RedZone is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer and /or agent of RedZone shall act on behalf of or represent him or herself as an agent or representative of the City. RedZone, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. RedZone expressly represents warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. RedZone and its officers, employees, volunteers, agents and /or subcontractors shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and /or retirement benefits. Nothing contained herein shall be interpreted as 2 creating a relationship of servant, employee, partnership or agency between RedZone and the City. 7. Inspection and Audit. RedZone shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid under this Agreement in accordance with generally accepted accounting practices. All such books of account and records required to be maintained by this Agreement shall be subject to inspection and audit by representatives of the City and /or the Washington State Auditor at all reasonable times and RedZone shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and /or the Washington State Auditor where necessary to conduct or document an audit. RedZone shall reserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. 8. Taxes and Assessments. RedZone shall be solely responsible for compensating its employees, agents, and /or subcontractors and for paying all related taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury 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 owed by RedZone for the foregoing as a result of this Agreement, RedZone shall pay the same before it becomes due. 9. Nondiscrimination Provision. During the performance of this Agreement, RedZone 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. 10. The Americans with Disabilities Act. RedZone shall comply with the Americans with Disabilities Act of 1990, U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti - discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to the Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. 11. Compliance with Law. RedZone agrees to perform those services 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 3 regulatory body, whether federal, state, local or otherwise. Without limitation RedZone agrees - to comply _with ,. all provisions; :procedures and " ` reporting requirements of applicable state and /or federal mmimum wage laws including but not.limited Chapter'•39:12 RCW Prevailing Wages on. Public.Works. 12. No Conflict of Interest. RedZone covenants that neither it nor its employees 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. RedZone further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 13. No Insurance. It is understood the City does not maintain liability insurance for RedZone and its officers, directors, employees, and agents. 14. Indemnification. a. RedZone agrees to hold harmless and indemnify the City, its elected and appointed officials, officers, employees, agents and volunteers from and against any actions, claims, liability, damages, judgments, costs of defense and expenses (including reasonable attorney's fees) if judged as damages which result from or arise out of the negligent acts, errors or emissions of RedZone, its officers, agents, employees or subcontractors in connection with or incidental to the performance or non - performance of this Agreement. b. The City agrees to hold harmless and indemnify RedZone, its officers, employees, and agents, from and against any and all suits, actions, claims, liability, damages, • judgments, costs of defense and expenses (including reasonable attorney's fees) which result from or arise out of the negligence of the City, its officers, agents, employees, or subcontractors, in connection with or incidental to the performance or nonperformance of this Agreement. c. In the event that both RedZone and the City are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. The foregoing indemnity is specifically and expressly intended to constitute a waiver of RedZone's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by RedZone's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. e. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. f. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 4 15. Insurance Provided by RedZone. a. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, RedZone shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each wrongful act and an annual aggregate limit of at least Two Million Dollars ($2,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rate A -VII or higher in Best's Guide. If the policy is on a claim basis, the retroactive date of the insurance policy shall be on or before the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The .insurance coverage or substantially identical coverage sufficient to fully satisfy these requirements shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. b. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, RedZone shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence /aggregate limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, 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 officials, officers, agents, and employees as additional insured as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits the City without first giving the City thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted in the State of Washington. c. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, RedZone shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with a minimum liability limit of One Million ($1,000,000.00) per occurrence /aggregate limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, 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 officials, officers, agents, and employees as additional insured as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits the insurance without first giving the City thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A- VII or higher in Best's Guide and admitted in the State of Washington. 5 d. Umbrella Liability Insurance. On or before the date of this Agreement is fully executed by both parties, RedZone shall provide the City with a certificate of insurance as proof of umbrella liability coverage with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence /aggregate limit bodily injury and property damage. This policy will be in excess of the underlying commercial general liability and automobile liability coverage. The certificate shall clearly state who the provider is, the amount of coverage, 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 officials, officers, agents, and employees as additional insured to this project only and shall contain a clause that the insurer will not cancel or reduce in limits the insurance without first giving the City thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted with the State of Washington. e. Insurance Provided by Subcontractors. RedZone shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. However, professional liability will not be required unless the subcontractor is involved in design or engineering services. 16. Delegation of Professional Services. The services provided for herein shall be performed by RedZone and no person other than regular associates or employees of RedZone shall be engaged upon such work or services except upon written approval of the City. 17. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by RedZone to any other person or entity without prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations and liabilities of RedZone stated herein. 18. Waiver of Breach. A waiver by either party hereto of a breach by 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. 19. Dispute Resolution. The parties shall strive to resolve all conflicts through negotiation in good faith as the preferred approach to dispute resolution and may consider mediation, or other form of dispute resolution, as a supplement or alternative where mutually agreed to by the Parties in writing. 20. Termination. Ether party may terminate this Agreement at any time, with or without cause by providing the other party with written notice of termination ten (10) calendar days prior to the termination date. 6 21. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 22. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO City: Shelley Willson, Utility Engineer City of Yakima Wastewater 2220 East Viola Yakima, WA 98901 TO Engineer: Chris Dunkerley, CFO RedZone Robotics, Inc. 91 43 Street Pittsburgh, PA 15201 And Cc To: Michelle Beason, PE Key Account Manager, West Region 2410 Camino Ramon, Suite 128 San Ramon, CA 94583 or to such other addresses as the parties may hereafter designate in writing. Notices and /or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 23. Third Parties. The City and RedZone are the only parties to the Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or otherwise, to third persons. 24. Drafting of Agreement. Both the City and RedZone have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities within a contract shall be construed against the drafter of a contract shall have no application to any legal proceeding, y g p g, arbitration and /or action in which this Agreement and its terms and conditions are being interpreted and /or enforced. 25. Integration. This written document constitutes the entire Agreement between the City and RedZone. There are no other oral or written agreements between the parties as to the subjects covered herein. No changes or additional to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 27. Venue. The venue for any action to enforce or interpret this Agreement shall be in the Superior Court of Washington for Yakima County, Washington. 7 28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. CITY OF YAKIMA REDZONE, INC. By: By: Tony O'Rourke, City Manager Chris Dunkerley, CFO Date: Date: ATTEST: Sonya Claar Tee, City Clerk City Contract No. City Resolution No. 8 Exhibit "A" City of Yakima, WA Yakima Large Diameter Inspection Project RedZone - OPP — 103527 Scope or Work Work Package — Inspection of all of the City of Yakima's 30" to 48" sewer lines Basic Services RedZone Robotics will perform CCTV, laser and sonar inspections of all of the City of Yakima's 30" to 48" sewer lines. (Except for the 36 inch line known as the speedway extension, this is currently a dry line.) The inspections will be conducted using the Responder Floating Platform employing a combination of multi - sensors including CCTV, laser and Sonar. The GIS based ICOM3 software will be provided with inspection data and reports. Project Requirements • Closed Circuit Television Inspection (CCTV), laser, and Sonar Profiling. • The GIS based ICOM3 Software for synchronized viewing of CCTV and sonar results, and easy analysis of inspection results. • Multi - sensor final project reports Data Collection and Evaluation RedZone will mobilize a team of experts skilled in conducting large diameter sewer pipe line inspection. Inspection planning will involve a meeting with the City of Yakima to gain insights to known issues and in -situ conditions of the pipes. Existing construction drawings, GIS data, and available flow data will be collected at the time. RedZone's field deployment leader will establish a mission plan detailing the reaches of the pipe to be achieved for each deployment. Each mission plan will detail the proposed time and duration of the inspection, and the traffic control required. The plans and schedules will be submitted to the City's project manager for review and approval prior to setting up for work, and will be discussed at each weekly meeting. Inspections will be conducted using the Responder float, and will employ a combination of multi- sensors including CCTV, laser, and sonar. Sonar data is collected below the flow line and requires a minimum flow (determined by pipe diameter). CCTV and laser acquisition is used above the flow for observations and defect identification. H2S in ppm and Temperature data will also be collected and reported if possible. All CCTV inspection work will be conducted by PACP certified technicians. Defect coding and observation results will be recorded and presented on a per "asset" basis, manhole -to- manhole using established PACP coding. City of Yakima asset ID numbers will be used as one of the reporting fields during collection and reporting. Footing 1 measurements will be initiated at the centerline of the upstream manhole, unless specific direction is given to do otherwise by City staff. Quality Control will be emphasized at every stage of the project. Process - specific checklist will be included that will be applied to each deliverable checking for completeness, format and quality. Equipment will be checked daily and each crew has a dedicated technician responsible for the proper functioning of all sensors, robotics, footage counter and power communication tether. In the event that CCTV inspection, laser, and /or sonar profiling cannot be performed and accomplished due to currently unforeseen circumstances, RedZone may be able to provide alternative procedures and /or methods of inspection, if possible. Such alternatives could include conventional CCTV camera, Responder Tracked Platform, Cleanflow HD Submarine, or RedZone's Stand -Alone Sonar technology for surcharged pipe conditions. The City of Yakima will assist in opening any non - standard manholes. It is understood by both parties that RedZone needs safe and legal access to a 24" clear access for deployment to the pipeline. The City will not limit RedZone's work hours within reason. Request to work on Holidays or during community events may not be allowed. Data Deliverables Data will be provided in the specified formats by the City of Yakima. Deliverables at a minimum to include: • Electronic copy of all field inspection data in PACP 4.4 format provided in the following formats: Microsoft Access/Excel/Word, and Arc GIS, and as directed by the City. • Final MSI Reports in .pdf format detailing all observations for each asset inspected. RedZone's MSI reports provide observable pipe defects, sediment heights and volumes. • Copy of RedZone's GIS based ICOM3 MSI viewer software providing an interactive synchronization of all CCTV and sonar data correlated by footage for each pipe segment. The MSI viewer will provide an interactive viewing environment that combines defect observations with video and sonar movies and charts of results. • An external hard drive that contains all of the analyzed inspection data will be delivered and provided along with the Reports and ICOM3 software instructions required to view the data. • Training will be provided to City staff on the operation of the ICOM3 software. 2 Exhibit "B" City of Yakima, WA Large Diameter Inspection Project Cost Estimate RedZone Robotics, Inc August 14, 2012 Scope of work includes the inspection and preparation of data for approximately 29,711 linear feet of 30 ", 36 ",. 42" and 48" diameter sewer pipes. The inspections will be conducted, at a minimum, using the Responder Floating Inspection Platform employing a combination of multi - sensors including CCTV, laser, and sonar. All data will be delivered in RedZone's ICOM3 software, and in standard Multiple Sensor Information (MSI) final reports, which provide observable pipe defects and sediment heights and volumes. The City shall assist RedZone in performing minor traffic control. Any major traffic control that includes plans or signage is an additional charge as noted below. Item/Description QTY U/M Unit Total Cost Cost Mobilization and Demobilization 1 LS $12,500 $12,500.00 Inspection Services _ CCTV, laser, and Sonar — Responder Float 29,711 LF $5.00 $148,555.00 PACP coding of all CCTV videos 29,711 LF Included Included Traffic Control* TBD NA TBD TBD Processing of Standard Reports 1 LS $2,500. $2,500.00 Final Report QA /QC 1 LS Included Included Network See Viewer 1 LS Included Included GIS -based ICOM3 Software Viewer Incl 1 LS Included Included Training Total Estimated Cost $163,555.00 *any major traffic control, if necessary, will be billed to City of Yakima at cost plus 5 %. 1