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HomeMy WebLinkAboutR-2013-094 WTP and Remote Site PLC Upgrade Project Agreement with Conley engineering, Inc.RESOLUTION NO. R- 2013 -094 A RESOLUTION authorizing the City Manager to execute the attached and incorporated engineering and consulting services agreement with Conley Engineering, Inc. for engineering and consulting services associated with City of Yakima, Water Treatment Plant — WTP and Remote Site PLC Upgrade project WHEREAS, the City of Yakima Water /Irrigation Division requires engineering, consulting services and construction associated with the Water Treatment Plant — WTP and Remote Site PLC Upgrade project; 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 architectural services by a city for future engineering and architectural services, and WHEREAS, Conley Engineering, Inc. has the necessary expertise and experience to perform and provide the required engineering and construction management services and is willing to do so in accordance with the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City to enter into an agreement with Conley Engineering, Inc., for engineering and consulting services associated with the Water Treatment Plant — WTP and Remote Site PLC Upgrade project; and WHEREAS, the City Council deems it to be in the best interest of the City to authorize the City Manager to execute all other documents related to the design, contract administration and construction associated with the Water Treatment Plant — WTP and Remote Site PLC Upgrade project; 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 Conley Engineering, Inc. for engineering and consulting services associated with the design of the Water Treatment Plant — WTP and Remote Site PLC Upgrade project. ADOPTED BY THE CITY COUNCIL this 6th day of August, 2013. k24A,664 Micah Cawley, MAyor EST: �tvclMq Saya Claar Tee, City tl.'rk;, AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND CONLEY ENGINEERING, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day o *princ w' 2013, by and between the City of Yakima, Washington, a municipal corporation with al offi ce at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", and Conley Engineering, Inc. with its principal office at 1433 Lakeside Ct, Suite 100, Yakima, WA 98902, hereinafter referred to as "ENGINEER ", said corporation and its principal engineers are licensed and registered to do business in the State of Washington, and will provide Electrical Engineering services under this Agreement for City of Yakima, Water Treatment Plant — WTP and Remote Site PLC Upgrade project on behalf of the City of Yakima, Project No 2259, herein referred to as the "PROJECT " WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and construction of the PROJECT, 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 2.01 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, Patrick Conley 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 "_Engineering Services Proposal dated April 17, 2013_" (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 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 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 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 B - 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. 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 Page 2 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 a reasonable markup, not to exceed 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 actual costs billed plus a reasonable markup, not to exceed ten percent (10 %) 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 Two Hundred and Fourteen Thousand Dollars ($214,000) 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 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 engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations, and permits 62 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 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 attorneys fees and any other costs of defense) 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, , 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 Page 4 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 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 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 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 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 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 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 liability limit of the limits required in the policy, subject to minimum limits 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, ENGINEER shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits 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 10 1 1 entitled "Commercial General 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 10.1 3 Statutory workers' compensation and employer's liability insurance as required by state law 1014 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 liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000 00) per claim, 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. Page 7 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, 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, until thirty (30) days after written notice to the CITY of such intended cancellation 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. 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, Page 8 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 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 riot 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 either of the afore mentioned methods are 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 2301 Fruitvale Blvd. Yakima, WA 98902 Attn Mike Shane, Water /Irrigation Engineer ENGINEER. Conley Engineering, Inc 1433 Lakeside Ct, Suite 100 Yakima, WA 98902 Attn Patrick Conley, President Page 10 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 Tony O'Rourke Title City Manager Date ?" 9' Attest City Clerk E City Contract No 2013 - Ile 4 Resolution No. R -2013- ©? Page 11 C„rl�y ��g+nee, +_n� -TnC, Signature Printed Name Ra-�r 1 C lc L . Co r) 61 �J Title �C QS 1 g-n1 Date / 15 L-D o 13 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 C�`U� a , /'-3 Seal or Stamp KAARRE ALLYN Notary Public State of Washington My Commission Expires April 11, 2016 �G�EJ �2J (Signature) Title r're '4 lea n Printed Name My commission expires Page 12 - i / - 3-0 /b STATE OF WASHINGTON ) ) ss COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that ?a3F r i C K L. Co Cl le 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 Pr'e5 i (A Q nt of Coniey Fn$ *1rje *j0q _I iC.. to be the free and voluntary act of such party for the uses and purposes mentioned in t -e' instrument. Dated --7 6 5 1ao) 3 Seal or Stamp (Signature) `,���1/11111��,� �•j D I N o�a< ,0 toN S Title ..��ic NOTARY �? �a y 6 S S i 40 �I 2 Printed Nam •� z � My commission expires io- F61;- of Wp's\'�� x#111111 Page 13 EXHIBIT A SCOPE OF WORK During the term of this AGREEMENT, the ENGINEER shall perform professional services in connection with the following project: CITY OF YAKIMA — WATER TREATMENT PLANT AND DISTRIBUTION SYSTEM PLC AND HMI UPGRADE PROJECT The scope of work shall include the furnishing of all services, labor, materials, equipment, supplies, and incidentals necessary to conduct and complete the work as indicated hereinafter The work to be performed involves project„ management and cost estimate preparation for various maintenance, rehabilitation and new construction tasks PROJECT: The City of Yakima has identified a need for improvements in the controls and visualization systems for the Naches River Water Treatment Plant and Water Distribution System Proposed improvements include the following services as major items of work: • Design of the replacement control systems and development of construction documents for a bidding process as appropriate for the scope of work to select a Contractor for the actual physical construction work. • Provide programmable logic controller (PLC) programming for new systems to replicate existing plant functionality. • Provide human machine interface (HMI) visualization software suite programming and configuration to replicate existing plant functionality • Construction Administration of the physical construction contract execution • Startup and support services for new physical systems, PLC programs, and HMI programs SCOPE OF SERVICES: Task 1 - Design. A. Preparation of layout drawings, diagrams and electrical specifications for design of the replacement of the existing Symatic 400 programmable logic controllers at the WTP with a new Allen - Bradley CompactLogix controller This work may be constructed concurrently with the electrical renovations project at the WTP B. Preparation of revision to fiber optic communications network for new WTP PLC and to existing chemical feed building and new WTP /pump station C. Preparation of layout drawings, diagrams and electrical specifications for design of the replacement of ithe existing Symatic 400 programmable logic controllers with new Allen - Bradley Micrologix 1400 controllers at the remote sites The remote PLC units will use the existing Esteem radio network to deliver remote status to the Water Treatment Plant (WTP) control room via the new WTP PLC The remote PLCs will be replaced after the WTP work has finished (or concurrently if applicable) Task 2 - PLC Programming. A. Preparation of PLC programs based on existing documentation of the plant and other facility's PLCs, existing PLC programs, and interviews with operators We will not add new functionality or modify the process control (except where devices are added or removed as part of the Electrical renovations which affects the new PLC code) B. We will adjust the Radio configuration to accommodate communications between PLCs Task 3 - HMI Programming and Configuration. A. Preparation of an HMI using Allen - Bradley Factory Talk software. The look and feel of the existing HMI will be replicated as practical Page 14 B. Preparation of specifications for computers, OS, HMI, Administration software, network switches, and UPS for purchase by City Provide two new server configurations, one server to be redundant to the other server Existing or new City - provided computers will be used for connecting to the HMI server Task 4 - Construction Administration. A. Perform observation of panel shop testing (of replacement sub - panels as practical) at panel Vendor's shop B. Review proposals and assist on answering questions during bid solicitation C Providing "As Recorded" construction drawings for control panels and network communications diagrams These drawings will be based upon our design drawings augmented with Contractor Submittals and field observations Task 5 - Startup and Support Service. A. Testing radio configurations with spare equipment before Contractor installs control panels Testing the proposed radio configuration on at least 2 remote sites and the WTP before attempting a partial changeover to the new system. B. Testing and monitor the new HMI to verify the quality of data received C. Train the Operators and others on HMI functions, computer administration, basic connection troubleshooting TIME OF PERFORMANCE: Time of performance is based upon the CITY anticipated schedule for completion of this PROJECT The CITY plans to shut -down the Water Treatment Plant during construction This schedule is also based upon receipt of an initial authorization to proceed from the CITY by August 1, 2013 One goal, assuming reasonable responsiveness from the City reviews, is to complete upgrades to the Water Treatment Plant on May'1, 2014, which is the time the lagoon replacement construction finishes or is scheduled to finish To maintain the continuity of the water supply, the existing well controls, reservoirs, and other regulation structures will utilize existing telemetry systems until the Water Treatment Plant control system construction completes. After the Water Treatment Plant control system construction completes, new controllers will replace the remote sites control system controllers Services for the above phases of work listed in the Scope of Services shall be completed as follows. Task 1 - Design. The design for the work will take 30 work days to prepare informal bid documents. (For example, an informal set would be appropriate for bidders invited from the small works roster ) A formal bid set would require 45 work days due to the higher standard for public bid documents and coordination with a sub - consultant for preparation of Division 00 and Division 01 documents In order to meet the construction timeline and promote competitive responses, an advertisement date goal of Thursday, October 3rd, 2013 with a bid opening date of Tuesday, October 29th, 2013 is suggested. Task 2 - PLC Programming: PLC programming and configuration will occur alongside construction effort for the WTP control system. The Programming will be installed before mid -April for testing of at least two weeks of the WTP control system The radio connected remote PLCs will be programmed after the updated and new WTP control system is brought online to maintain continuity of service. Task 3 - HMI Programming and Configuration. The HMI computer servers will be configured before mid - March, 2014 and installed at the plant by mid - April, 2014 Specifications for the HMI computers will be delivered to the City before the end of 2013 The new HMI computer may operate alongside the existing HMI computer Page 15 Task 4 - Construction Administration. Construction administration services will proceed concurrently with the construction efforts. Task 5 - Startup and Support Service. Startup and support services will proceed concurrently with the construction and extend to a period after the implementation The functionality of the existing control system will be replicated to minimize operator training requirements FEE FOR SERVICE: Task 1 - Design. All work shall be performed on a time -spent basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.21 of the AGREEMENT Subconsultant costs shall be billed as described in section 5 1 3 of the AGREEMENT if required for bidding The estimated maximum amount of this phase of work is $49,800 00 Task 2 - PLC Programming. All work shall be performed on a time -spent basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.2.1 of the AGREEMENT The estimated maximum amount of this phase of work is $49,700 00 Task 3 - HMI Programming and Configuration. All work shall be performed on a time -spent basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.21 of the AGREEMENT The estimated maximum amount of this phase of work is $51,000 00 Task 4 - Construction Administration. All work shall be performed on a time -spent basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.21 of the AGREEMENT The estimated maximum amount of this phase of work is $28,500 00 Task 5 - Startup and Support Service. All work shall be performed on a time -spent basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.21 of the AGREEMENT The estimated maximum amount of this phase of work is $35,000 00 Task 6 — Additional Services Any additional work requested by the CITY that is not included in Tasks 1 through 5 shall be authorized by the CITY and agreed to by the ENGINEER in writing prior to proceeding with the services The ENGINEER shall perform the additional services of Phase 6 as directed /authorized by the CITY on a time - sperit basis at the hourly billing rates provided in EXHIBIT B plus reimbursement for direct non -salary expenses as described in section 5.2 1 of the AGREEMENT Subconsultant costs shall be billed as described in section 5 1 3 of the AGREEMENT if required for bidding Page 16 EXHIBIT B SCHEDULE OF RATES FOR CONLEY ENGINEERING, INC. (January 1, 2013, Through December 31, 2013) Principal Engineer $150 00 per hour Senior Professional Engineer $140 00 per hour Registered Professional Engineer $125 00 per hour Registered Communications Distribution Designer $115 00 per hour Project Engineer $105 00 per hour CAD Designer $90 00 per hour CAD Technician $80 00 per hour Engineering'.Technician $80 00 per hour Administrative $55 00 per hour Vehicle Mileage $0 485 per mile Page 17 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 50 For Meeting of: 8/6/2013 ITEM TITLE: Resolution authorizing agreement with Conley Engineering, Inc. for engineering and consulting services associated with City of Yakima, Water Treatment Plant — WTP and Remote Site PLC Upgrade project. SUBMITTED BY: Debbie Cook, Utilities and Engineering Director David Brown, Water /Irrigation Manager SUMMARY EXPLANATION: This is a contract with Conley Engineering, an electrical engineering firm, to design and prepare plans, specifications and bid documents for the replacement of the Supervisory Control and Data acquisition System ( SCADA) at the Water Plant, wells, reservoirs and pump stations, not to exceed $214,000. The contract includes programming for the Programmable Logic Controllers and the Graphic User Interface. Current SCADA system was installed in 1992 and is beyond the useful life and replacement parts are no longer manufactured and the programming language in not supported. The project was indentified in the 2010 Water System Plan, the 2007.Cost of Service and Rate Study and is included in the scope of work in our $3,514,800 Drinking Water State Revolving Fund Loan. Resolution: X Other (Specify): Contract: X Start Date: August 12, 2013 Item Budgeted: Yes Funding Source /Fiscal Impact: Strategic Priority: Insurance Required? Yes Ordinance: Contract Term: End Date: Upon Completetion Amount: $214,000.00 477 Water Improvement Fund Improve the Built Environment Mail to: Pat Conley, PO Box 8326, Yakima, WA 98908 Phone: 509- 965 -9872 APPROVED FOR SUBMITTAL: RECOMMENDATION: Staff recommends approval ATTACHMENTS: mom 0 R-2013- SCADA Conley Engineering.docx City Manager M3MMM M 0 Conley CONTRACT FORM-ENGINEER PROFESSIONAL SERVICES AGREEMENT-2013 final.gdf contract