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HomeMy WebLinkAboutR-2010-032 Naches-Cowiche Dam Diversion Consolidation Project Agreement with HDR Engineering for Options AssessmentRESOLUTION NO. R-2010-32 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a contract with HDR Engineering, Inc. to provide professional services to the City to assess all potential options for the Naches-Cowiche Dam Diversion Consolidation Project in order to determine a preferred option. WHEREAS, the City of Yakima is participating in the Naches-Cowiche Dam Diversion Consolidation Project in partnership with other state and federal agencies as well as other stakeholders; WHEREAS, the City and the other partners need to assess all potential options in consultation with the stakeholders in order to determine a preferred option; WHEREAS, HDR Engineering, Inc. has the expertise to provide these professional services and is prepared and qualified to offer them in accordance with the terms of the professional services contract with the City; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "City of Yakima — HDR Engineering, Inc. Professional Services Agreement" for professional services to assess all potential options for the Naches-Cowiche Dam Diversion Consolidation Project in order to determine a preferred option. ADOPTED BY THE CITY COUNCIL this 2nd day of March, 2010. Micah Cawley, Meyor ATTEST: AGREEMENT BETWEEN THE CITY OF YAKIMA AND HDR ENGINEERING, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT is made as of this /0 dayof March, 2010, of Yakima ("OWNER") a Municipal co between the City p corporation, with principal offices at 129 N. 2 St; Yakima, WA 98901, and HDR ENGINEERING, INC., ("ENGINEER") a Nebraska corporation, with principal offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the project known as Naches-Cowiche Dam Diversion Consolidation Project Work Shop ("Project"); WHEREAS, OWNER desires to engage ENGINEER to provide professional engineering, consulting and related services ("Services") in connection with the Project; and WHEREAS, ENGINEER desires to render these Services as described in SECTION I, Scope of Services. NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants contained herein, agree as follows: SECTION I. SCOPE OF SERVICES ENGINEER will provide Services for the Project, which consist of the Scope of Services as outlined on the attached Exhibit A. SECTION II. TERMS AND CONDITIONS OF ENGINEERING SERVICES The "HDR Engineering, Inc. Terms and Conditions for Professional Services," which are attached hereto in Exhibit B, are incorporated into this Agreement by this reference as if fully set forth herein. SECTION III. RESPONSIBILITIES OF OWNER The OWNER shall provide the information set forth in paragraph 6 of the attached "HDR Engineering, Inc. Terms and Conditions for Professional Services." SECTION IV. COMPENSATION Compensation for ENGINEER'S services under this Agreement shall be a lump sum not to exceed the amount specified in Exhibit A. SECTION V. PERIOD OF SERVICE Upon receipt of written authorization to proceed, ENGINEER shall perform the services within the time period(s) described in Exhibit A. Unless otherwise stated in this Agreement, the rates of compensation for ENGINEER'S services have been agreed to in anticipation of the orderly and continuous progress of the project through completion. If any specified dates for the completion of ENGINEER'S services are exceeded through no fault of the ENGINEER, the time for performance of those services shall be automatically extended for a period which may be reasonably required for their City of Yakima — HDR Engineering Agreement for Professional Services 1 1-2010 completion and all rates, measures and amounts of ENGINEER'S compensation shall be equitably adjusted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY CONTRAC r NO RESOLUTION NO: CITY OF YAKIMA "OWNER" BY: NAME: R. A. Zais, Jr. TITLE: City Manager ADDRESS: 129 North Second Street City of Yakima — HDR Engineering Agreement for Professional Services Yakima, WA 98901 HDR ENGINEERJf1CG11NC. "ENGINEER" BY: NAME: TITLE: ADDRESS: -711.3 (2_,1/4.,C, Q Pe 2 1-2010 EXHIBIT A SCOPE OF SERVICES Scope of Services For Naches-Cowiche Dam Diversion Consolidation Project Work Shop Scope of Services: HDR proposes to assist the City of Yakima in developing a preferred option for Naches-Cowiche Dam Diversion Consolidation Project. HDR will conduct and document the results of a one day workshop at the City of Yakima's Water and Irrigation Office with the goal of assessing all potential options with the stakeholders and permitting agencies involved to determining a preferred option. We will use the simple matrix assessment process which will document all options, eliminate those with a "fatal flaw" and compare the possible alternatives by weighted assessment factors. In case there are two or more options that cannot be refined with the information at hand, they will be identified along with the unknown information which would be gathered in a later task, if necessary. The final product is non -verbatim minutes of the meeting, a matrix table and executive summary. Schedule: Schedule to be determined upon acceptance of Scope of Services with completion no later than April 30, 2010. - •Cost: Cost for this phase of work shall be Lump Sum $5,000.00. EXHIBIT B TERMS AND CONDITIONS HDR Engineering, Inc. Terms and Conditions for Professional Services 1. STANDARD OF PERFORMANCE The standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under the same or similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's services. 2. INSURANCE ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined-single limit for bodily injury and property damage covering all vehicles, including hired `vehicles, owned and non-owned vehicles; Commercial General Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. Upon request, OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be fumished to the OWNER. ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEERS insurance. 3. OPINIONS OF PROBABLE COST (COST ESTIMATES) Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since ENGINEER has no control over the cost of labor, materials, equipment or services fumished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, ENGINEER does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. ENGINEER shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. 5. MUTUAL INDEMNIFICATION Each party hereto agrees to be responsible and assume liability in the performance of this Agreement for its own wrongful and/or negligent acts or omissions, and those of its officers, agents, or employees to the fullest extent allowed by law. 6. CONTROLLING LAW This Agreement is to be govemed by the law of the State of Washington. 7. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 8. SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's requirements for the project, including design'objectives and constraints, space, . capacity and performance requirements, flexibility and expandability, and any budgetary limitations. OWNER will also provide copies of any OWNER- furnished Standard Details, Standard Specifications, or Standard Bidding Documents which are to be incorporated into the project. OWNER will fumish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER-famished documents and services. In performing professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER's sole responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER's legal and financial interests. To that end, the OWNER agrees that OWNER or the OWNER's representative will examine all studies, reports, sketches, drawings, specifications, proposals and other documents, opinions or advice prepared or provided by ENGINEER, and will obtain the advice of an attorney, insurance counselor or other consultant as the OWNER deems necessary to protect the OWNER's interests before OWNER takes action or forebears to take action based upon or relying upon the services provided by ENGINEER. 9. SUCCESSORS AND ASSIGNS OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or claims arising therefrom without the written consent of the other. 10. RE-USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software or other items prepared or fumished by ENGINEER pursuant to this Agreement, are instruments of service with respect to the project. ENGINEER retains ownership of all such documents. OWNER may retain copies of the documents for its information and reference in connection with the project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, 11. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating party. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination, and for a'reasonable profit for services performed. 12. SEVERABILITY If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. 13. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to ENGINEER's invoices. ENGINEER will retain receipts for -reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1%) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within thirty (30) days from the date of the invoice. In the event undisputed portions of ENGINEER's invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior. written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 14. DISPUTE RESOLUTION The OWNER and ENGINEER shall strive to discuss any outstanding issues related to the professional services and the implementation of this Agreement in order to resolve any disputes through cooperation and negotiation wherever possible. 15. CHANGES The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner. as this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs 'and sections of this Agreement. As the project progresses, the facts or needs of the OWNER may dictate a change or alternation in the Scope of Services. In the event of such change, additional services, or suspension of services resulting in a decrease or increase in the cost of services or time required for performance of services, an equitable adjustment shall be made, and the Agreement modified accordingly. 16. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice -to -proceed, or like document. 17. EQUAL OPPORTUNITY AND NONDISCRIMINATION During the performance of this Agreement, ENGINEER shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 18. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. 19. LIMITATION OF LIABILITY ENGINEER's and its employees' total liability to OWNER for any loss or damage, including but not limited to special and consequential damages arising out of or in connection with the performance of services or any other cause, including ENGINEER's and its employees' professional negligent acts, errors, or omissions, shall not exceed the greater of $50,000 or the total compensation received by ENGINEER hereunder, except as otherwise provided under this Agreement, and OWNER hereby releases and holds harmless ENGINEER and its employees from any liability above such amount. 20. LITIGATION SUPPORT In the event ENGINEER is required to respond to a subpoena, govemment inquiry or other legal process related to the services in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party, OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time incurred in gathering information and documents and attending depositions, hearings, and trial. 21. STATUS OF CONSULTANT The ENGINEER and the OWNER understand and expressly agree that the ENGINEER is an independent contractor in the performance of each and every part of this Agreement. No officer, employee, volunteer, and/or agent of ENGINEER shall act on behalf of or represent him or herself as an agent or representative of the OWNER. The ENGINEER, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The ENGINEER expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The ENGINEER and its officers, employees, volunteers, agents and/or subcontractors shall not make any claim of OWNER employment nor shall make any claim against the OWNER for any related employment benefits, social security and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between the ENGINEER and the OWNER. 22. INSPECTION AND AUDIT The ENGINEER shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid under this Agreement in accordance with generally accepted accounting practices. All such books of account and records required to be maintained by this Agreement shall be subject to inspection and audit by representatives of the City and the County and/or the Washington State Auditor at all reasonable times, and the ENGINEER shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the OWNER and/or the Washington State Auditor where necessary to conduct or document an audit. The ENGINEER shall preserve and make available all such books of account and records for a period of ten (10) years after final payment under this Agreement. 23. TAXES AND ASSESSMENTS The ENGINEER shall be solely responsible for compensating his employees, agents and/or subconsultants and for paying all related taxes, deductions, and assessments; including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the OWNER are assessed a tax or assessment as a result of this Agreement, the ENGINEER shall pay the same before it becomes due. 24. THE AMERICANS WITH DISABILITIES ACT The ENGINEER shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local govemment services and telecommunications. 25. COMPLIANCE WITH LAW The ENGINEER agrees to perform those services under and pursuant to this Agreement in compliance with any and all current applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local or otherwise. 26. NO CONFLICT OF INTEREST The ENGINEER covenants that neither he nor his employees have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. The ENGINEER further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 27. DELEGATION OF PROFESSIONAL SERVICES The services provided for herein shall be performed by the ENGINEER and no person other than regular associates or employees of the ENGINEER shall be engaged upon such work or services except upon written approval of the OWNER. 28. SEVERABILITY If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 29. NOTICES Unless otherwise stated herein, all notices and demands are required in written form and sent to the parties at their addresses as follows: TO: CITY OF YAKIMA R. A. Zais, Jr., City Manager City of Yakima 129 North Second Street Yakima, WA 98901 TO: HDR ENGINEERING, INC. 8404 Indian Hills Drive Omaha, Nebraska 68114 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 1t I Lc' For Meeting of March 2, 2010 ITEM TITLE: A Resolution authorizing execution of a contract with HDR Engineering, Inc. to provide professional services to the City to assess all potential options for the Naches-Cowiche Dam Diversion Consolidation Project in order to determine a preferred option SUBMITTED BY: Dave Zabel!, Assistant City Manager Dave Brown, Water/Irrigation Manager CONTACT PERSON/TELEPHONE: Dave Brown / 575-6204 SUMMARY EXPLANATION: The City and HDR Engineering desire to enter into a contract to assess potential options for the Naches-Cowiche Dam Diversion Consolidation Project in order to determine a preferred option for the design of a fish screen associated with the irrigation diversions at Nelson Dam to meet the water demands of the City of Yakima, Naches-Cowiche, Fruitvale, and Old Union irrigation canals. This process is intended to work with the proposed agreement between the City and the Bureau of Reclamation to design a new fish screen. The objectives of this design are to: • Provide sufficient water to meet the demands of all four irrigation canals. • Improve the fish bypass system for the dam. • Provide a means to keep gravel from depositing upstream of the Nelson Diversion Dam and thereby hindering the ability of the diversion to receive sufficient water. • Provide other infrastructure related to proper function of the fish screen and diversion Cost not to exceed $5,000.00 (Continued) Resolution X Ordinance Contract Other Memorandum of Understanding Contract Mail to (name and address): ., :: •' Phone: 509-546-2053 Funding Source 479 Water Im rovement Fund APPROVED FOR SUBMITTAL: ,, •.. ity Manager STAFF RECOMMENDATION: Approve resolution authorizing the City Manager -t6 execute the subject contract. I ' BOARD/COMMISSION RECOMMENDATION: Chr D COUNCIL ACTION: 717 97ca' N rta�a qtr. 332 • Allow for the relocation of the Fruitvale Canal and Old Union Ditch diversions to the Nelson Dam. • Enhance opportunities for habitat restoration on the Naches River and Cowiche Creek. • Provide a method to expand the floodway where portions of the Gleed area may be removed from the 100 year flood plain. The City has worked toward these goals and objectives for a number of years. The process was initiated during restoration efforts from the 1996-1997 floods. Several partnerships have been developed to advance this goal. Partnerships with the Washington Department of Transportation and Yakima County provided for the decommissioning of the Ranney Well, road protection and restoration at 16th Ave. and Highway 12, and some habitat restorations near the Ranney Well and the Fruitvale diversion. Due to droughts over the years, moving the Fruitvale Canal diversion to the Nelson Dam has been a desire since there has been inadequate water in the canal to meet irrigation demands. Some infrastructure is already in place to accommodate this move.