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HomeMy WebLinkAboutR-2013-082 WWTP Clarifier Performance Evaluation Agreement with Thomas E. Coleman P.E.RESOLUTION NO. R- 2013 -082 A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement with Thomas E. Coleman P E Consulting in the amount not to exceed $48,250 for Engineering Services for performance of a Clarifier Performance Evaluation at the City's Wastewater Treatment Plant. WHEREAS, the City of Yakima (City) owns and operates wastewater collection and treatment facilities in accordance with applicable Federal, State and Local regulations; and WHEREAS, mandatory planning, coordination, and process analysis and implementation is required to address regulatory requirements, and WHEREAS, the Department of Ecology has required an update of the 2004 Wastewater Facility Plan of the City's Wastewater Treatment Plant (WWTP), and WHEREAS, to effectively evaluate current and future needs of the secondary clarification process at the WWTP and to update its Wastewater Facility Plan, a Clarifier Performance Evaluation shall be performed; and WHEREAS, the Trickling Filter Clarifier will also be examined as part of the Clarifier Performance Evaluation to determine what modifications are needed in order to possibly convert it to a secondary clarifier; and WHEREAS, the Clarifier Performance Evaluation will provide the City with the most cost effective method of addressing this critical wastewater treatment process; and WHEREAS, the state of Washington requires these services to be performed by a Professional Engineer; and WHEREAS, Thomas E. Coleman P E is currently under contract with the Wastewater Division for work associated with updating the Wastewater Facility Plan and will be utilizing a sub - consultant, CPE, Inc. to provide the technical knowledge and expertise to identify methods to maximize the performance of the existing clarifiers at the WWTP and integrate these measures into the updated Wastewater Facility Plan; 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 Thomas E Coleman P.E. to assist the City in the Clarifier Performance Evaluation at the City's WWTP; now, 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 Thomas E. Coleman P.E. in the amount not to exceed Forty -Eight Thousand Two Hundred Fifty Dollars ($48,250) to provide engineering services for evaluation of the secondary clarifiers at the City's Wastewater Treatment Plant, a copy of the Agreement with which Exhibit "A," "B," and "C" are attached hereto and by reference made a part hereof, now, therefore, ADOPTED BY THE CITY COUNCIL this 2nd day of Jul 013. Ac Micah Cawley, M yor AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND THOMAS E. COLEMAN P.E CONSULTING FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this �_day of 2013, by and between the City of Yakima, Washington, a municipal corporation with its inci pal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", and Thomas E. Coleman P E Consulting Services with its principal office at 105 South 3rd Street, Yakima, WA 98901, hereinafter referred to as "ENGINEER ", said company and its principal engineer are licensed and registered to do business in the State of Washington, and will provide Clarifier Performance Evaluation Services and recommended upgrades to be incorporated into the Facilities Plan under this Agreement for The Secondary Clarifiers and Trickling Filter Clarifier Evaluation on behalf of the City of Yakima, Project No 't herein referred to as the "PROJECT " WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for Clarifier Performance Evaluation and recommended upgrades to be incorporated into the Facilities Plan under this Agreement for the Secondary Clarifiers and Trickling Filter Clarifier Evaluation, 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 2.01 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 20.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Thomas Coleman as Principal -in- Charge throughout the term of this Agreement unless other personnel are approved by the CITY 21 Basic Services. ENGINEER agrees to perform those tasks described in Exhibit A, entitled "Clarifier Performance Evaluation Services" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein 2.2 Additional Services. CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services " Page 1 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 and /or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly 22.2 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 23 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 31 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 32 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. 33 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 34 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 35 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 there from. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 41 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 51 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 51 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 ten percent (10 %) and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non - Salary Expenses are shown in Exhibit B 51 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. 51.2 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. 513 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 Forty -Eight Thousand Two Hundred Fifty Dollars ($48,250) 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 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 53 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 54 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) 55 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 56 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 61 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. 63 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 64 INDEMNIFICATION (a) ENGINEER agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected ") from (1) claims, demands, liens, lawsuits, administrative and other proceedings, (including reasonable costs and attorneys fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the Engineer's performance under this 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 Page 4 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 and hold the ENGINEER harmless from loss, cost, or expense 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 (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party 65 Ih any and all claims by an employee of the ENGINEER, any subcontractor, subconsultant, 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 66 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 67 SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and /or execution These conditions and cost/execution effects are not the responsibility of the ENGINEER, to the extent that ENGINEER has exercised the applicable and appropriate standard of professional care and judgment in such investigations SECTION 7 PROJECT SCHEDULE AND BUDGET 71 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 governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated Page 5 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 81 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 were 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 83 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 91 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 93 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. 94 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 95 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY SECTION 10 INSURANCE 101 At all times during performance of the Services, ENGINEER shall secure and maintain in effect insurance to protect the City and the ENGINEER from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. ENGINEER shall Page 6 provide and maintain in force insurance in limits no less than that stated below, as applicable The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. 101 1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, ENGINEER shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000 00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000 00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington 10 1 2. Commercial Automobile Liability Insurance. a. If ENGINEER owns any vehicles, before this Contract is fully executed by the parties, OIC shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000 00) per occurrence combined single limit bodily injury and property damage Automobile liability will apply to "Any Auto" and be shown on the certificate b If ENGINEER does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Contract, which is Section 12.2 entitled "Commercial Liability Insurance" C. Under either situation described above in Section 10 1 2.a. and Section 10 1.2 b , the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds The insured shall not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington 101 3 Statutory workers' compensation and employer's liability insurance as required by state law 101 4 Professional Liability Coverage. Before this Contract is fully executed by the parties, ENGINEER shall provide the City with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of One Million Dollars ($1,000,000 00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000 00) aggregate The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insured shall not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives there under The CITY and the CITY'S elected officials, officers, Page 7 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 other than those listed in Exhibit B and C 114 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 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 131 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 141 This Agreement shall be administered and interpreted under the laws of the State of Washington Jurisdiction of litigation arising from this Agreement shall be in Washington State If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of Washington SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 151 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and subcontractors shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law This provision shall include but not be limited to the following employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with Page 8 the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 161 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 171 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 171 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER is given (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation with CITY before termination 173 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 174 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. 175 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 Page 9 176 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 177 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 178 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 181 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 courts of Yakima County, 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 191 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy -two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier CITY City of Yakima 2220 East Viola Yakima, WA 98901 Attn Dean Smith ENGINEER Thomas E. Coleman P E. 105 South 3rd Street Yakima WA 98901 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 Printed Name . I dv-L Title City Manager Date -7 -�- I Page 10 (-- ' Signature Printed Name V%o -m a C (D,�In.c.ti� Title VV t V, i. tn,i Date (D1-1-11210 LZ' Attest City Contract No j Resolution No. R -2013- v �A Page 11 STATE OF WASHINGTON ) ) ss COUNTY OF YAKIMA .' ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Seal or Stamp (Signature) Title Printed Name My commission expires: Page 12 STATE OF WASHINGTON ) )Ss COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that b" � �U(,c i�c� 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 xecute the instrument, and acknowledged it as the of to be the free and voluntary act of such party for We uses and purposes menti ned in the instrument. Dated Seal or Stamp KAARRE ALLYN Notary Public state of Washington My Commission Expires April 11, 2016 (Signatur ) Title �aa ✓'r e- A Printed Name My commission expires Page 13 EXHIBIT A SCOPE OF WORK Provide services related clarifier performance evaluation and specific design recommendations for clarifier improvements as identified in the Facilities Plan capital improvement plan. Additional Services to include: Overall clarifier performance evaluation objectives a) Determine the general hydraulic characteristics of the activated sludge clarifier at various flow rates. b) Locate and quantify the major and secondary short- circuiting currents in the clarifiers c) Determine the movement and consistency of the sludge blankets under various loadings d) Verify the return sludge flow rate leaving the clarifiers e) Determine the RAS concentrations in the individual.RAS draft'fubes, (if accessible). f) Identify any performance- limiting factors involving the entire clarifier - system: In order to achieve these objectives, the following tasks will be performed a) Conduct a "dye slug" test in one of the secondary clarifiers to develop the individual clarifier's flow curve at a basic flow rate. b) On the following day, repeat the flow curve test in the same clarifier at a more elevated flow to the test clarifiers at a condition as close to "failure" as possible (with "failure" to be defined by the City personnel.) c) During each of these clarifier tests, develop full vertical solids profiles for the movement of the solids and the sludge blankets d) Determine the actual velocity profiles of the density currents and secondary currents in the test clarifier under both flow conditions. Additional services related to the clarifier performance evaluation. a) furnish a comprehensive project report within 30 calendar days for the lump sum. This report would include our findings as well as specific recommendations for optimizing the activated sludge clarifier system. This report would also include a section on converting the existing trickling filter clarifier to an activated sludge clarifier. b) Project meetings and site visits prior to the field work is needed and requested c) Flocculation and dispersed solids testing The assistance of four Yakima WWTP plant operating personnel (in addition to our four people provided by the consultant) is needed for two consecutive days. For each of the above tests (including the clarifier flow curve tests), there will be a need for a number of suspended solids samples to be analyzed It is recommended that Yakima WWTP staff set up (sequential) composite samplers for the test clarifier for the test days. In addition there will be needed about 20 samples each day (approximately 60 total) for RAS, MLSS, etc., and 20 samples for the flocculation tests It is recommended that one of the plant staff be assigned to this activity. (The cost of these analyses is not included in the budget estimate for services to be provided by the consultant (The analyses can be performed by plant staff or by an outside laboratory.) Page 14 Exhibit B Professional Fees Tasks to be completed by Clarifier Performance Evaluations, Inc. (CPE) Budget Cost Clarifier Performance Evaluation Field Testing and Comprehensive Project Report $35,650 Additional one -day site visit by CPE, Inc. (if needed). $3,500 Flocculation testing $2,700 Operator Training Workshop $1,600 Budget Sub -total for CPE $43,450 Project Management and Administration (Thomas E. Coleman, P.E. $4,800 Budget Total for Project $48,250 Page 15 EXHIBIT C Schedule of Rates Firm Field Time Office Time Clarifier Performance Evaluations, Inc. (CPE) $280/hr $210/hr Estimated Effort for CPE — See Exhibit B Thomas E. Coleman, P.E. Consultant $95/hr $95/hr Estimated Hours 3 2 Page 16 105 South 3rd Street, Ste 207 Yakima, WA 98901 June 27, 2013 Dean Smith Utility Engineer Wastewater Division 2220 East Viola Yakima, WA 98901 Thomas E. Coleman, P.E. Consulting Services a Reference: City of Yakima Yakima Regional Wastewater Treatment Plant (YRWWTP) Clarifier Performance Evaluation Professional Services Agreement Dear Dean: (509) 454 -5094 FAX (509) 576 -6273 Enclosed per your request are three (3) original signed copies of the Clarifier Performance Evaluation Professional Services Agreement. Sincerely, Tom Coleman, P.E. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No.J For Meeting of: 7/2/2013 ITEM TITLE: Resolution authorizing a Professional Services Agreement with Thomas E. Coleman P.E. Consulting, in an amount not to exceed $48,250 to provide Engineering Services for evaluation of the secondary clarifier performance at the City's Wastewater Treatment Plant. SUBMITTED BY: Debbie Cook, Director of Utilities and Engineering Scott Schafer, Wastewater Division Manager Dean Smith, Utility Project Manager SUMMARY EXPLANATION: The City of Yakima (City) Wastewater Division's 2004 Wastewater Facitity Plan is currently being updated. To effectively evaluate current and future needs of the secondary clarification process at the Wastewater Treatment Plant (WWTP), a Clarifier Performance Evaluation is required to be performed. This will provide the City with the most cost effective method of addressing this critical wastewater treatment process. Also as part of the evaluation, the Trickling Filter clarifier will be examined to determine what modifications are needed in order to possibly convert it to a secondary clarifier. Thomas E. Coleman P.E. currently is under contract with the Wastewater Division for work associated with updating the Wastewater Facility Plan. Under this contract, Thomas E. Coleman will be utilizing a sub - consultant, CPE, Inc. to provide the technical knowledge and expertise to identify methods to maximize the performance of the existing clarifiers at the WWTP and integrate these measures into the updated Wastewater Facility Plan. The terms of the Agreement would be in an amount not to exceed Forty -Eight Thousand, Two Hundred Fifty Dollars ($48,250). (See attached Agreement with Exhibit "A," "B," and "C ") Exhibit "A" of the Agreement describes the Scope of Work in more detail. Exhibit "B" of the Agreement describes the Professional Fees. Exhibit "C" of the Agreement describes the Schedule of Rates. Resolution: X Other (Specify): Ordinance: Contract: X Contract Term: Start Date: July 2013 End Date: December 2013 Item Budgeted: Yes Amount: $48,250 Funding Source/Fiscal Impact: Wastewater Facility Project Fund 478 - Budgeted Strategic Priority: Improve the Built Environment Insurance Required? Yes Mail to: Thomas E. Coleman, P.E., 105 South 3rd Street, Yakima, WA. 98901 Phone: APPROVED FOR SUBMITTAL: City Manager RECOMMENDATION: Staff respectfully requests City Council approve the Resolution authorizing the City Manager to execute the accompanying contract. ATTACHMENTS: Name: Description: 0 Clarifier Performance Evaluation Resolution 2013.docx Resolution - Coleman Clarifier Evaluation F-] Coleman-ENGINEER PS AGREEMENT-Wastewater Clarifier Eval-6-2013.doc Coleman Agreement - Clarifier Evaluation