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HomeMy WebLinkAboutR-1993-146 Sewer Comprehensive PlanA RESOLUTION RESOLUTION NO. R-93-146 authorizing the execution of an agreement for professional engineering services between the City of Yakima, a municipal corporation, and HDR Engineering, Inc.. WHEREAS, the City of Yakima, owns and operates wastewater collection and treatment facilities in accord with applicable Federal, State and Local regulations; and WHEREAS, the City, wishes to ensure that necessary investments into its wastewater systems are identified with sufficient lead time and detailed analysis to secure the most appropriate alternatives and financing methods to accommodate regulatory requirements, community growth, replacement needs, and operational efficiencies; and WHEREAS, the City is required to update its Comprehensive Sewer Plan every five years and maintain a current Facilities Plan to qualify for financial assistance; and WHEREAS, the City has also identified the need for specific engineering services to accommodate currently planned projects; and WHEREAS, the City has completed the process of competitively selecting professional engineering services solely by virtue of qualifications in compliance with applicable State requirements for acquisition of professional services; and WHEREAS, HDR Engineering, Inc. has been selected to provide professional wastewater engineering services in response to continuing environmental mandates, community growth, replacement needs, and operational efficiencies; and WHEREAS, an agreement with HDR Engineering, Inc. to provide these services to the City of Yakima is in the best interest of the City of Yakima, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Council are hereby authorized to execute the attached and incorporated Contract for professional wastewater engineering services with HDR Engineering, Inc. for the City of Yakima. ADOPTED BY THE CITY COUNCIL this 21st of December, 1993. MAYOR ATTEST: CITY CLERK Legal/bd Resolutions RES HDR AGREEMENT BETWEEN CITY OF YAKIMA,WASHINGTON AND HDR ENGINEERING, INC FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this 3 ```c day of c�� ec , 1993, by and between the City of Yakima, Washington with princip offices at 129 N. Second Street, Yakima, Washington 98901, hereinafter referred to as "°CITY", and HDR ENGINEERING, INC., and which corporation and its principal engineers and architect performing this Agreement are licensed and registered to do business in the state of Washington, hereinafter referred to as "ENGINEER", for Wastewater Treatment and Collection herein called the "PROJECT". WITNESSETH: RECITALS WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for planning, design and construction of improvements to the wastewater treatment plant and collection system as described in this Agreement and Amendments thereto; and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with expertise 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, 'HEREFORE, 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. Page 1 HDR Engineering Contract City of Yakima SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described hereafter° Unless modified in writing by both parties, duties of ENGINEER shall not be construed to exceed those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign John Koch as Project Manager and Henry H. Benjes as Principal -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services ENGINEER agrees to perform those tasks described in Exhibit A, entitled "City of Yakima Wastewater Treatment Plant and Sewage Collection System Scope of Work" (WORK) which is 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 c be defined in detail at the time this Agreement is executed, and that additional WORK related to 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 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 will be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B and if so authorized shall be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so authorized by CITY and agreed to by the ENGINEER in writing. 2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the date of receipt by the ENGINEER of the written notification of change or of providing services related to an asserted change, whichever is earliest. Page 2 HDR Engineering Contract City of Yakima SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEER'S services on the PROJECT including information on any pre-existing conditions known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by an authorized regulatory agency.. 12 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. CITY will perform, at no cost to ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY'S facilities as may be reasonably required in connection with ENGINEER'S services, unless otherwise agreed to. 13 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 fmancial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 3.4 CITY shall appoint a City's Representative with respect to WORK to be performed under this Agreement. City's Representative shall have complete authority to transmit instructions and receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete or inaccurate based upon the ENGINEER'S knowledge. Page 3 HDR Engineering Contract City of Yakima 3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as additional information to the ENGINEER and will not relieve the ENGINEER of its duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services and reports and drawing conclusions therefrom. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1 In signing this Agreement, CITY grants ENGINEER specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. SECTION 5 COMPENSATION 5.1 COMPENSATION ON A HOURLY BASIS For the services described in Exhibit A, compensation shall be based on a Per Diem Rate which is the direct labor rates times a direct labor factor of 3.2. The 1993 Per Diem Rates are as listed in Exhibit A and are subject to revision at the first of each calendar year. In addition to the Per Diem Rates, the OWNER shall pay Direct Expenses in connection therewith plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. Direct Labor Cost shall mean salary and wages at the time services are performed of all personnel engaged directly on the PROJECT, including, but not limited to, engineers, architects, scientists, designers, draftsmen, clerical, accounting, and other technical and business personnel. Direct Labor Costs do not include indirect payroll -related costs or fringe benefits. 5.1.1 DIRECT EXPENSES Direct 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 Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of current rates when furnished by ENGINEER. Estimated Direct Expenses are in Exhibit B. Page 4 HDR Engineering Contract City of Yakima 5.1.1.2 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 $40 per day per person This rate may be adjusted on a yearly basis. ® That accommodation shall be at a reasonably priced hotelimotel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage and FAX charges are not included in the direct expense costs, but are considered as a part of the 3.2 direct labor factor. 5.1.2 PROFESSIONAL SUBCONSULTANTS . Professional Subconsultants are those costs for engineering, management consulting, surveying, 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 in Exhibit B. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed that amount set forth in Exhibit B. 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. Page 5 1DR Engineering Contract City of Yakima 5.3 The ENGINEER will use its best efforts to submit to the City's Representative by the 10th day of each calendar month an invoice for payment for PROJECT services completed through the accounting cut-off day of the previous month. Such invoices sh.: 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. Copies of all invoices submitted by the authorized subcontractors, associates or subconsultants shall be submitted to CITY and will follow the same format as that of the ENGINEER. 5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the unpaid balance shall accrue beginning with the sixty-first (61) day at the rate of 1.0% per month or the maximum interest rate permitted by law, whichever is less, provided however, that no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4). 5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty-five (45) days after satisfactory completion of the services required by this Agreement as evidenced by written acceptance by CITY and after such audit or verification as CITY may deem necessary and execution and delivery by the ENGINEER of a release of all known claims against CITY arising under or by virtue of this Agreement, other than such claims, if any, as may be specifically exempted by the ENGINEER from the operation of the release in stated amounts to be set forth therein. 5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims, right or remedy it may have against the ENGINEER under this Agreement or by law, nor shall such payment constitute a waiver, remission or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this Agreement. Page 6 HDR Engineering Contract City of Yakima SECTION 6 RESPONSIBILITY OF ENGINEER 6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely completionand 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 architectural and engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time and in compliance with applicable laws, regulations and permits. 6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER of responsibility for the technical adequacy, completeness or accuracy of its WORK and the PROJECT WORK. CITY'S review, approval or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors, subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be solely responsible for any claims for wages or compensation by ENGINEER employees, agents and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.4 INDEMNIFICATION (a) ENGINEER agrees to indemnify, defend, and hold the CITY harmless from loss, cost, or expense, including legal fees, of any kind claimed by third parties, including without limitation such loss, cost or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the ENGINEER, its employees, officers, and subconsultants in connection with the PROJECT. In the event that any lien is placed upon the property of the CITY or any of the CITY'S officers, employees, or agents as a result of the negligence or willful misconduct of the ENGINEER, the ENGINEER shall at once cause the same to be dissolved and discharged by giving bond or otherwise. Page 7 HDR Engineering Contract City of Yakima (b) CITY agrees to indemnify, defend and hold the ENGINEER harmless fro loss, cost, or expense, including legal fees, of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees or agents in connection with the PROJECT. , (c) If the negligence or willful misconduct of both the ENGINEER and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the ENGINEER and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) The above indemnity is a business understanding between the parties and applies to all different theories of recovery, including breach of contract warranty, tort including negligence, strict or statutory liability, or any other cause of action. 6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited, in any way by any limitation on the amount or types of damages, compensation or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts or other employee benefit acts. The ENGINEER waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY as evidenced by their specific and express initialling of this paragraph. ENGINEER'S INITIALS CITY'S INITIALS 6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not assume responsibility for methods or appliances used by a contractor, for the safety of construction work, 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, engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER professional liability. Page 8 HDR Engineering Contract City of Yakima 6.7 SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER, to the extent that ENGINEER has exercised the applicable standard of professional care and judgment in such investigations. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and attachments. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen 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. 7.2 Not later than the tenth 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. Page 9 HDR Engineering Contract City of Yakima 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 in behalf of the CITY without written permission of the ENGINEER which shall not be reasonably withheld 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 limitations litigation expenses and attorney fees where caused by the ENGINEER's own 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. SECTION 9 AUDIT AND ACCESS TO RECORDS 9.1 The ENGINEER, including it subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY or the CITY'S duly authorized representative, shall have access to such books, records, documents and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the PROJECT WORK if deemed necessary by the CITY to verify the ENGINEER'S WORK and invoices. 9,2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the ENGINEER is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the fmal audit report will include written comments, if any, of the ENGINEER. Page 10 HDR Engineering Contract City of Yakima 9A The ENGINEER shall ensure that substantially the foregoing paragraphs are included in each subcontract for WORK on the Project. 9.5 Any charges of the ENGINEER paid by the CITY found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 10 INSURANCE 10.1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide Certificates of Insurance as evidence that policies providing the following coverage and limits of insurance are in full force and effect. The CITY and the CITY'S officers, principals, employees, representatives and agents shall be designated as additional insured on all such policies except for professional liability and Worker's Compensation. Such insurance shall be primary to the extent covered as additional insureds and other insurance maintained or carried by the CITY shall be separate and distinct and shall not be contributing with the insurance listed hereunder. 10.1.1 Comprehensive general liability insurance, including personal injury liability, blanket contractual liability, and broad -form property damage liability coverage. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non -owned, rented, and hired cars. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 10.1.4. Professional liability insurance. The limit of liability shall be not less than $1,000,000. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives thereunder. The CITY and the CITY'S officers, principals, employees, representatives and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be cancelled, allowed to expire, or changed in any manner so as to affect the rights of the City thereunder until thirty (30) days after written notice to the CITY of such intended cancellation, expiration, or change. Page 11 HDR Engineering Contract City of Yakima 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 hereby authorizes the ENGINEER to subcontract with the persons and firms listed below: Landau and Associates, Inc - Geotechnical Engineers Hong West & Associates - Material Testing Beyaz & Patel, Inc. - Structural Engineers ELCON Associates, Inc. - Electrical Engineers Bucher, Willis and Radcliff - Planners Technical Communication Consultants - Technical Documentation Editors 11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK completed by subconsultants and subcontractors during the preceding month and copies of all invoices thereto. SECTION 12 ASSIGNMENT 12.1 This Agreement is binding on the heirs, successors, and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior, written consent of the other, which consent will not be unreasonably withheld. SECTION 13 INTEGRATION 13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. Page 12 HDR Engineering Contract City of Yakima SECTION 14 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes shall be Yakima County, State of Washington. SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15.1 In connection with the Services under this Agreement, ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds 90 days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 17. SECTION 17 TERMINATION OF WORK 17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. Page 13 HDR Engineering Contract City of Yakima 17.2 In addition to termination under subparagraph A of this Section, CITY may terminate this Agreement for its convenience, ° 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. 17.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event. CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any and all damages, costs and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility to prosecute further WORK thereon. Page 14 HDR Engineering Contract City of Yakima 173 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section. Section 18 Arbitration All claims, counterclaims, disputes and other matters in question arising out of, or relating to, this AGREEMENT or the breach thereof may be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining. Either CITY or ENGINEER may initiate a request for such arbitration, but consent of the other party to such arbitration shall be a necessary precondition to arbitration. Section 19 NOTICE 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 hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City of Yakima Regional Wastewater Facility 2220 East Viola Yakima, WA 98902 Attn: Mr, Chris Waarvick, Wastewater Superintendent ENGINEER: HDR Engineering, Inco Suite 1200 500 - 108th Ave. N.E. Bellevue, WA 98004 Attn: John E. Koch, Project Manager Page 15 HDR Engineering Contract City of Yakima IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Signature Printed Name Date Attest ,A City Clerk Page 16 HDR Engineering Contract City of Yakima HDR ; ngineering Inco • orated Printed ame SeArv.P-3 Title Date e- Pre si 1.2//53 STATE OF WASHINGTON ) ss, COUNTY OF YAKIMA) I certify that I know or have satisfactory evidence that e,A. au,,s 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 of CITY OF YAKIMA to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: I D- 3 /9.3 Seal or Stamp Page 17 HDR Engineering Contract City of Yakima (Signature) Title E Printed Name My commission expires: 5/ a/ Gi '7 STATE OF WASHINGTON COUNTY OF KING I certify that I know or have satisfactory evidence that &MY L. 3 L1EkEL is the person who appeared before me, and said person acknowledged thatQshe signed this instrument, on oath stated thatfshe was authorized to execute the instrument and acknowledged it as the Senitr Vi•Ce Proidenf- of HDR Engineering, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: alisict3 Seal or Stamp Page 18 HDR Engineering Contract City of Yakima \licfivick L_Yaros Printed Name My commission expires: EXHIBIT A CITY OF YAKIMA WASTEWATER TREATMENT PLANT AND COLLECTION SYSTEM SCOPE OF WORK SECTION 1 - BASIC SERVICES 1.1 Description of Basic Services 1.1.1 ENGINEER shall provide professional services to CITY as hereinafter provided. These services will include providing engineering consultation and advice and furnishing civil, structural, mechanical, electrical, process and related architectural and engineering services incidental thereto. 1.1.2 ENGINEER shall have formal reviews with the CITY on all Technical Memorandum, reports and designs at 50 and 90% completion milestones. 1.2 Study and Report Phase After written authorization to proceed, ENGINEER shall perform the work as listed in the following tasks: 1.2.1 Objectives Analysis - This task represents a series of facilitated meetings where a team composed of members of the plant staff and HDR brainstorm the objectives, prioritize the objectives, describe the activities associated with each objective, develop measurement parameters to monitor progress toward fulfilling the objectives, and implement the plan. This effort is an ongoing one that seeks continued improvement of each objective, identification of new objectives, reprioritizing of objectives and reacting to measurements on ongoing programs. The process described falls within the philosophy of Total Quality Management (TQM) . This scope of work includes: • Four Total Quality Management work sessions under the direction of Gordon Culp which are designed to implement the process of TQM and serve as a guide for improved delivery of engineering services and day-to-day operations of the wastewater utility. Yakima Contract Exhibit A December 15, 1993 1 Ten Total Quality Management work sessions are included in this SCOPE. HDR will be an active participant on the individual task teams to address the technical issues. 1.2.2 INSTRUMENTATION AND CONTROLS (I/C) and Electrical 1.2.2.1 SUPERVISORY CONTROL AND DATA ACQUISITION SYSTEM UPGRADE (SCADA) This scope of works includes: ® Field verification of as -built information on the existing SCADA system. ® Preparation of Draft Technical Memorandum describing 3 system alternatives which could be implemented to upgrade the SCADA system. Preparation of Final Technical Memorandum describing the selected alternative, and the engineering and capital costs associated with the alternative. 1.2.2.2 Electrical Fault and Protective Coordination Study This Scope of work includes: Gathering field and as -build data to include utility fault duties and protection, transformer impedances, cable sizes, cable lengths, and conduit types of the electrical distribution system. Branch circuits from panelboards and motors smaller than 50 horsepower will be grouped into a single unit in the fault study. ■ Three phase and line to ground symmetrical and asymmetrical fault currents will be calculated for the 15KV, 480 Volt, and power panel voltage busses in the electrical distribution system. In addition, fault duties will be calculated for all switchgear and motor control centers. Calculations will be performed with the tie breakers open. Impedance data not available for field equipment will be obtained from the ANSI/IEEE Standard 242. ® Preparation of a fault study consisting of an organized time -current study of all devices in series from the utilization device to the source. This study will be a comparison of the time it takes the individual devices to operate when certain levels of normal or abnormal current pass through the protective devices. Yakima Contract Exhibit A December 15, 1993 2 ® Preparation of a protective device coordination study to improve protection and selectivity in the electrical distribution system. Base protective device settings ,r d ratings on adequate overload and withstand protection for the transformers, cables and various switchgear and NEC requirements. Achieve selectivity by establishing a defined time interval between device operating points. ® A technical memorandum with recommendations will be prepared defining the protection settings and possible upgrades for the plant electrical distribution system, and will recommend any corrections to the plant's 15KV power source. ® The on-line diagram prepared by the ENGINEER during the last phase of construction will be expanded to include existing and new facilities. Each motor control center would be as -built and all equipment identified. Five full size, color coded drawings and one reproducible drawing including an AutoCad plot disk will be provided to the CITY. • Essential power requirements and loads on essential power circuits will be reviewed, 1.2.2.3 Electrical Maintenance Program - ENGINEER will recommend maintenance time intervals for the plant's electrical equipment, and review the results of the power coordination study. ENGINEER will assist the CITY in scheduling, preparing and evaluating one typical heavy electrical preventative maintenance contract and bid, and monitor the progress of the work. 1.2.3 Digester Evaluation 1.2.3.1 Digester Capacity - A technical memorandum will be prepared identifying option for increasing digester capacity. Included in the technical memorandum will be an evaluation of: • New Digester or expansion of existing tankage • Digester effectiveness utilizing alternate mixing scheme. • Construction costs of identified alternate. • Operations and maintenance costs for each alternate including energy costs, reduced mixing costs, and reduced labor costs. • Recommendations will be made on which method of increasing digester capacity and mixing effectiveness should be done under CITY's Phase I projects, Yakima Contract Exhibit A December 15, 1993 3 1.2.3.2 Biosolids Shredders - A technical memorandum will be prepared for the installation of biosolids shredders at the feeds to the centrifuges and digesters. Included in the memorandum will be: • Design and configuration alternates available • Estimates of construction costs 1.2.4 Lagoon Modifications and Biosolids Improvements • Multi -port feed and draw -off piping for the lagoons will be addressed in a technical memorandum which will include: • Alternate method of flushing the current feed line rather than with potable water. • Estimates of construction costs. • A technical memorandum will be written for the Facilities Plan that will address: • Current system operational issues. • Long term role of the lagoons in the handling and disposal of solids. 1.2.5 Operational and Maintenance Improvements 1.2.5.1 Bar Screens - A technical memorandum will be prepared to identify alternatives available for handling screenings at both the main facility and Rudkin Road Pumping Station which will include: • Selection of bar spacing. • Evaluation of bar screen types, efficiency, operation and maintenance requirements. • Evaluation of washing and compressing screen debris. • Estimate of screening quantities • Estimate of construction costs. Yakima Contract Exhibit A December 15, 1993 4 1.2.5.2 Grease Handling - A technical memorandum will be prepared tevaluate three alternatives to remove and dispose of the grease. The memorandum will discuss grease removal at the influent to the facility as well as at the primary distribution structure. 1.2.5.3 include: Evaluation of Grit Basin - A technical memorandum will be prepared which • Evaluation of performance of existing grit basins. • Interview of plant staff • Visual dye test • Review of digester cleaning records • Survey of performance of similar grit basins. • Denver, CO • Las Vegas, NV • Charlotte, NC • Evaluate alternative grit removal • Vortex grit removal • Aerated grit removal • Teacup grit removal • From Liquid stream o From sludge stream 1.2.5.4 Secondary Clarifier Modifications - A technical memorandum will be prepared to evaluate improvements to the two existing secondary clarifiers including but not limited to: • Process improvements • Structural coatings • Baffles, centerwell and distribution improvements 1.2.5.5 Aeration Basin Structural Evaluation - The scope of this task is: • Review of past repairs • Review of construction photographs • Core samples of the concrete and soil under the footings • Core drilling of the edge of the footing and slab at a crack to investigate the soil and voids under the footing and slab • Computer modeling of the entire aeration basin to determine how the movement is taking place • First order level circuit of at least six points on the aeration basins to determine the extent of the movement. Yakima Contract Exhibit A December 15, 1993 5 1.2.5.6 Instrumentation and Controls - The I/C system willbe evaluated for reliability, repairability and functionality. Recommendations will be presented to either: • Upgrade current I/C system • Replace I/C system 1.2.5.7 Code Call System - A computer generated voice system will be evaluated, and a technical memorandum including the following items will be presented: • Identify three manufactures of voice activated systems. • Arrange for demonstration of each system to CITY. • Prepare evaluation of each system with probable costs and recommendations° L2.5,8 Chlorine Solution System - A Technical Memorandum will be prepared evaluating the chlorine solution system for capacity and plant demand. The evaluation will include: • Required solution water pressure at each point of application. • Analysis of existing system • Compatibility of materials use in the piping systems. • Recommendations for upgrading the system to provide the required pressures and flows to each point of application. 1.2.5.9 Non -Potable Water (NPW) System - Prepare a technical memorandum for this system which will include: • Plant base map which will illustrate NPW lines that are 2" and larger with valves and drains. • Pressure and flow measurements at selected points in the system. • An evaluation of the required flows and pressures in the system to meet process requirements. • Recommendations for improvements to the NPW system based upon the evaluation of the system. Yakima Contract Exhibit A December 15, 1993 6 1.2.5.10 Treatment Plant Process and Operational Improvements - The following list subtasks will be reviewed and prioritized with the operations and maintenance personnel. One technical memorandum for all of the subtasks will be presented listing the costs and the benefits of each improvement. • Eliminate Switchgear -6105 circuit breaker tripping, • Evaluate automatic control of dissolved oxygen (DO) and low pressure air (LPA) header pressure in the aeration basins. • Review intermittent 100 percent full opening of the motor actuated valves which control LPA flow to each aeration basin. • Evaluate the following changes to the Chlorination System: • Relocate chlorine header valves to side of header guard opposite cylinders. • Install chlorine header filter below elevation of header guard. • Delete valve at header filter. • Install pressure gauge on header between cylinders and vacuum regulator. • Pill pipe chase between chlorine storage/chlorinator room and in chlorinator room with concrete, and remove base pads for old evaporator. • Replace sample piping from chlorine contact basins to chlorine residual analyzers. • Install 120V duplex outlet for heater on north header vacuum regulator. • Add lights to chlorination room. • Install hold down chains for ton cylinders. • Remove effluent flow meters, alarms, and controls at CP -3623 that are no longer functional. Yakima Contract Exhibit A December 15, 1993 7 • Modify alarm annunciator to read "Loss of Vacuum" instead of "Low Pressure" at CP -3623 . • Repair last section of coarse bubble air piping east end of aeration channel which is rotated 30° out of position resulting in diffusers not being level. • Extend monorail 5 feet to the west at the Trickling Filter Pumping Station for pump loading and unloading. • Install latch on VFD isolation transformers to keep door open. • At the Rudkin Road Pumping Station modify fan and light switches at access to wetwell. Also blank "ACTIVE/INACTIVE" indicators on south wall control panel. Calculate air exchanges per hour for compliance with confined space entry. • Install FE -208 totalizer on control panel front with totalized flow displayed on the SCADA graphics. • Chlorine/Mixer gate replacement • Increase size of activated sludge laboratory 1.2.5.11 Solids Handling Improvements - A Technical memorandum addressing the following solids handling system improvements and modification will be prepared: • Eliminate head box at Primary Digester 2 & 3. • Route Centrate to plant influent • Replace sludge transfer pump piston pump • Install recirculation pumps on secondary digesters 1 & 3. • Buried Sludge Recirculation valves The memorandum will address and include: • Maintenance issues. • Operational Issues. Yakima Contract Exhibit A December 15, 1993 8 • Probable construction cost. • Sketches that illustrate possible improvements. • Struvite management techniques 1.2.6 Wastewater Treatment Plant Facility Plan Update The Facility Plan Update will be an on going study which will be started under this Agreement, and will identify the improvements to be made at the wastewater treatment plant to provide the degree of treatment required to meet the current permits and regulations, the receiving stream water quality based standards, and the amount and strength of wastewater to be treated. The Facility Plan Update will be prepared to incorporate the "Biosolids Management Plan", and the all recent studies of industrial site and spray fields, as well as the "Technical Memorandum" developed in this Agreement. The Facility Plan Update will be prepared in accordance with current WDOE criteria to meet grant and loan financing requirements. An anticipated outline of the Facility Plan Update would be as follows: • Section 1 - Summary, Conclusions, and Recommendations • Section 2 - Introduction • Section 3 - Waste Discharge and Treatment Requirements • Section 4 - Existing and Projected Wastewater Characteristics • Section 5 - Analysis of Existing Wastewater Treatment Plant • Section 6 - Identification of Selected Wastewater Treatment Plant Improvements Specific activities to be performed in preparation of the Wastewater Treatment Plant Engineering Report are as follows: 1. Meet with the WDOE to review the requirements for the Engineering Report. 2. Collect and review applicable reports describing planning studies of the wastewater treatment plant. Yakima Contract Exhibit A December 15, 1993 9 3. Describe the existing treatment facilities and evaluate existing and future wastewater flow characteristics. 4. With input from the WDOE and City, prepare short-term and long-term opinions of the effluent discharge requirements for the wastewater treatment plant and the industrial treatment facilities. 5. Evaluate plant flow data to determine if there is excessive inflow or infiltration and review of progress to City's program for sewer system rehabilitation. 6. With representatives of the wastewater treatment plant staff, identify problems that affect the safety, reliability, capacity or efficiency of the facilities and develop alternative solutions to the identified problems. 7. Summarize preferred alternative recommendations developed in technical memorandums under this and other Tasks included in this scope -of -work: • I/C and Electrical • Digester Evaluation • Secondary Digester Improvements • Lagoon Modifications and Biosolids Improvements • Cogeneration and Gas Utilization ■ Final Clarifier Addition ® Storage Building • Septage Handling Improvements • Miscellaneous Projects • Bar Screen Evaluation • Grease Handling • Grit Basin Evaluation • Aeration Basin Structural Evaluation • Essential Power • Instrumentation and Controls • Code Call System • Chlorine Solution System • Non -Potable Water System • Treatment Plant Process and Operational Improvements • Solids Handling Improvements • Industrial waste impact to facility 8. Summarize capital and operating costs for alternative solutions from prepared technical memorandum. Yakima Contract Exhibit A December 15, 1993 10 9. Prepare a description of the selected alternative including direct and indirect environmental impacts, mitigation measures for adverse impacts, design parameters, physical size and conceptual plan of the facility improvements. 10. Prepare an implementation plan for the selected facility improvements. Describe the schedule, fmancing requirements, financing options, cash flow, and administrative requirements. 11. Prepare a SEPA checklist including but not limited to shoreline permits, NEPA and EIS for the selected wastewater treatment plant improvement plan. Furnish three copies of the SEPA checklist. 12. During the preparation of the Facility Plan Update, HDR will attend the following meetings: • Preliminary, mid-term and near -completion meeting with WDOE in Olympia or Yakima. • Meetings with the City staff and other consultants in Yakima, regarding the direction of the study, the problems to be addressed by the study and progress report meetings regarding the study. • Meetings with City council persons to brief them on the contents of the Engineering Report, the reason the facility improvements are needed, and the fmancial requirements of the proposed facilities. • Present the completed Engineering Report to the City Council in formal session. • Meetings each with the WDOE, WDCD, and EPA to identify opportunities and protocol for grants or low interest loans to assist in fmancing the identified improvements. 13. Furnish 15 copies of the draft Wastewater Treatment Plant Facility Plan Update and 50 copies of the fmal report. 1.2.7 Comprehensive Plan The Comprehensive Plan will be started under this Agreement to incorporate the 1988 Comprehensive Plan and individual reports developed since 1988 and 1989. Activities that Yakima Contract Exhibit A December 15, 1993 11 will need to be addressed in the Comprehensive Plan include growth management planning in development of the urban growth boundary for the Metropolitan Yakima area, industrial land development potentially sited within the service area. The Comprehensive Plan will be prepared in accordance with WDOE criteria to meet grant and loan financing requirements and the 5 -year update criteria. An anticipated outline for the Comprehensive Plan would be as follows: ® Section 1 - Summary, Conclusions, and Recommendations • Section 2 - Introduction is Section 3 - Waste Discharge and Treatment Requirements ® Section 4 - Existing and Projected Service Area Characteristics ® Section 5 - Existing and Projected Wastewater Characteristics ® Section 6 - Analysis of Existing Wastewater Facilities ® Section 7 - Presentation of Alternative Wastewater Strategies ▪ Section 8 - Identification of Selected Alternatives Specific activities to be performed in preparation of the Comprehensive Plan are as follows: 1. WDOE meetings to review the requirements to modify the existing comprehensive plan and facility plan. 2. Collect and review reports describing planning studies of the wastewater collection system, treatment plant, and industrial waste spray field site. 3. Update the planning area description, environmental conditions of the planning area, land use projections, and population projections from information developed by the City planning department under the Urban Growth Management activities. 4. Describe the existing wastewater collection facilities and evaluate existing and future wastewater flow characteristics. 5. Update preferred alternative recommendations for the wastewater treatment plant developed in Section 1.2.6as may be required based on Urban Growth Management activities. 6. Prepare capital and operating costs for alternative solutions. Identify non- economic factors and environmental impacts associated with each alternative that sets it apart from other alternatives. Compare the alternative solutions. Yakima Contract Exhibit A December 15, 1993 12 7. Identify the recommended solution to each problem in concert with representatives of the City staff. Upon concurrence from the City n a selected alternative, prepare a detailed description of the selected alternatives including direct and indirect environmental impacts, mitigation measures for adverse impacts, design parameters, physical size and conceptual plan of the facility improvements, estimated capital and operating costs, and implementation requirements. 8. Prepare an implementation plan for the selected improvements. Describe the schedule, financing requirements, financing options, cash flow, and administrative requirements. 9. Prepare a SEPA checklist for the selected improvement plan. Furnish three copies of the SEPA checklist, 10. During the preparation of the Comprehensive Plan HDR will attend meet :i gs with public agencies as directed by the CITY. 11. Furnish 15 copies of the draft report and 50 copies of the final report. 1.2.8 Financing the Project - The ENGINEER will provide assistance in preparing applications and supporting documents for private or governmental grants, loans, or advances in connection with the PROJECT. Forty hours of the project Principal's time, eighty hours of a staff engineer's time and forty hours of clerical have been allocated to this task. 1.3 Predesign Phase After written authorization to proceed with the Predesign Phase, ENGINEER shall: Specific tasks will be added by addendum to this agreement. 1.3.1 Prepare Preliminary Design (Predesign) documents, consisting of design parameters, preliminary drawings, outline specifications and written descriptions of the PROJECT. 1.4 Design Phase - Construction Documents After written authorization to proceed with the Design Phase, ENGINEER shall: Yakima Contract Exhibit A December 15, 1993 13 1.4.1 Prepare drawings and specifications for incorporation in the Contract Documents for the PROJECT. These documents are prepared to show the general scope, extent and character of the work to be furnished and performed by Contractor, hereinafter called "Drawings and Specifications." An Opinion of Probable Construction Costs will be provided with the Construction Documents. The specifications will be prepared in conformance with the sixteen division format of the Construction Specifications Institute and will be based on ENGINEER'S master specifications, General Conditions and other Contract Documents. Description of the PROJECTS are: 1.4.1.1 Biosolids Removal - Biosolids from the two existing sludge lagoon will be removed. The ENGINEER has been authorized to begin preparation of the plans and specifications by Resolution No. R-93-92. The CITY will provide to ENGINEER an estimate of the quantity of biosolids in the lagoons. 1.4.1.2 Instrumentation Improvements 1.4.1.2.1 Code Call System - Computer generated alarm calling system will be designed for all existing plant alarms, Alarms will be categorized into a maximum of three levels of urgency. 1.4.1.2.2 SCADA System Improvements - This design will incorporate the recommendations of the Technical Memorandum on the SCADA system. All programming functions will be performed by the ENGINEER 1.4.1.3 Process Improvements 1.4.1.3.1 Digester Improvements - This task will incorporate the recommendations of the Digester Capacity Technical Memorandum. 1.4.1.3.2 Biosolids Shredders - A design for biosolids shredders will be prepared to incorporate the recommendations of the Technical Memorandum on Biosolids Shredders. 1.4.1.3.3 Bar Screens - This design will incorporate the recommendations of the Technical Memorandum on the Bar Screens. 1.4.1.3.4 Secondary Clarifier Modifications - A design will be prepared to incorporate the recommendations of the Technical Memorandum on the Existing Secondary Clarifiers 1.4.1.3.5 Lagoon Piping Modifications - This design will incorporate the recommendations on the Lagoon Piping Modifications Technical Memorandum. Yakima Contract Exhibit A December 15, 1993 14 1.4.13.6 Solids Handling Improvements - Improvements recommended in the Solids Handling Improvements Technical Memorandum will be included in this design. L4.2 Provide technical criteria, written descriptions and design data for CITY's use in filing applications for permits with or obtaining approvals of governmental authorities that have jurisdiction to approve the design of the PROJECT and assist CITY in consultations with appropriate authorities. Basic Services shall include four meetings with governmental authorities. 1.4.3 Advise CITY of any adjustments to the latest Opinion of Probable Construction Costs caused by changes in general scope, extent or character or design requirements of the PROJECT or Construction Costs. Furnish to CITY a revised Opinion of Probable Construction Costs based on the Drawings and Specifications. 1.4.4 Prepare for review and approval by CITY, its legal counsel and other advisors, contract agreement forms, general and supplementary conditions of the constructio,i contract, proposal form, invitations to bid and instructions to bidders, hereinafter referred to as "Contract Documents." L4.5 Furnish up to 50 copies as needed of the above documents and of the Drawings and Specifications and present and review them in person with CITY. 1.4.6 The drawings will be prepared on AutoCAD and will incorporate ENGINEER's and the CITY's engineering and equipment standards. CITY's reference numbers will be used on the construction drawings and specifications. 1.5 Bidding Phase - Prebid Services After written authorization to proceed with the Bidding Phase, ENGINEER shall: 1.5.1 Assist CITY in advertising for and obtaining proposals for materials, equipment and services to be performed by a contractor for the PROJECTS (hereinafter called "Work"). Attend pre-bid conferences. 1.5.2 Issue addenda as appropriate to interpret, clarify or expand the Contract Documents. 1.5.3 Consult with CITY to determine the acceptability of substitute materials and equipment proposed by potential contractor(s) when substitution prior to the award of contracts is allowed by the Contract Documents. Yakima Contract Exhibit A December 15, 1993 15 1.5.4 Attend the bid opening and prepare bid tabulation sheets. Assist CITY in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services, 1.6 Construction Phase - Services During Construction During the Construction Phase ENGINEER shall provide services that will be negotiated during the preparation of the technical memorandums. These services will be pursuant to the General Conditions and Supplementary General Conditions that the ENGINEER and CITY shall select. 1.7 Operational Phase for: • Instrumentation System Improvements • Process Improvements After written authorization to proceed with the Operational Phase, ENGINEER shall: 1.7.1 Work with the CITY's staff to provide troubleshooting and training, to identify equipment and facility warranty needs, inform the contractor of the necessary warranty repairs, and follow though to make sure the problem or issue has been resolved. The ENGINEER will review operating data for submission to the funding agencies and will assess overall performance of the new equipment and facilities. 1.7.2 Provide operational assistance to the CITY after the system is started, and train the CITY 9 s personnel. 1.7.3 Provide and update to the CITY's Operation and Maintenance Manual. 1.8 Software Development Phase 1.8.1 During the software Development phase, following authorization in writing by the CITY, ENGINEER shall develop application software for the CITY's instrumentation system to incorporate the hardware additions made to the facility's processes performed in the constructions projects defined in Section 1.4.1.2and 1.4.1.3. Yakima Contract Exhibit A December 15, 1993 16 SECTION 2 ADDITIONAL SERVICES 2.1 General The following Additional Services are not included in the Basic Services. They shall be provided if authorized or confirmed in writing by the CITY, and shall be paid for by the CITY as provided in this Agreement, in addition to compensation for Basic Services. 2.2 Other Additional Services When required by the Contract Documents, ENGINEER shall perform the following addition;;. services: 2.2.1 Performing Services resulting from cardinal changes in the general scope, extent or character of the PROJECT or its design including, but not limited to, changes in size, complexity, CITY's schedule, character of construction or method of fmancing, reviews of redesigns, revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEER's control. This includes those services resulting from the incorporation into ENGINEER's services of the information required by Paragraph 3.2 which is furnished to ENGINEER after the stated time schedule. 2.2.2 Preparing documents of alternate, separate, or sequential bids or providing extra services in connection with bidding, negotiation or construction prior to the completion of the Final Design Phase, when requested by the CITY. 2.2.3 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with the Work; and providing other special field surveys. 2.2.4 Preparing applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the PROJECT, preparing or reviewing environmental impact statements and assessments, reviewing and evaluating the effect on the design requirements of the PROJECT of any such statements and documents prepared by others and assisting in obtaining the approval of authorities having jurisdiction over the PROJECT. 2.2.5 Conducting investigations and studies involving, but not limited to, consideration of operations, preventative maintenance programs, and maintenance and overhead expenses; providing value engineering during the course of design; preparing feasibility studies, cash Yakima Contract Exhibit A December 15, 1993 17 flow and economic evaluations, rate schedules and appraisals; evaluating processes available for licensing and assisting CITY in obtaining process licensing; performing detailed quantity surveys of material, equipment and labor; and conducting audits or inventories required in connection with construction performed by CITY, 2.2.6 Assisting the Owner with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, 2.2.7 Preparing to serve or serving as a consultant or witness for CITY in any litigation, arbitration or other legal or administrative proceeding involving the PROJECT. 2.2.8 Performing services in connection with work directive changes and change orders to reflect changes requested by CITY, 202.9 Making revisions to Drawings and Specifications arising from CITY's acceptance of substitutions proposed by Contractor, Performing services after the award of each contract to evaluate and determine the acceptability of additional substitutions proposed by Contractor beyond the listing of acceptable manufacturers in the Specifications. 2.2.10 Performing services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages. 2.2.11 Performing additional or extended services during construction made necessary by: (1) Work damaged by fire or other cause during construction; (2) a significant amount of defective or neglected work of any Contractor; (3) acceleration of the progress schedule involving services beyond normal working hours; and (4) default by any Contractor; (5) failure of the Contractor to complete the Work within the time stipulated in the Contract Documents; (6) Approval of extensions of the time for performance. 2.2.12 Performing services other than Basic Services during the Operational Phase in connection with any partial utilization of the PROJECT by CITY prior to Substantial Completion. 2.2.13 Evaluating an unreasonable or extensive number of claims submitted by Contractor or others in connection with the Work. 2,2.14 Providing assistance in the closing of any financial or related transaction for the PROJECT. 2.2.15 Providing assistance in connection with the refming and adjusting of any equipment or system. Yakima Contract Exhibit A December 15, 1993 18 SECTION 3 - PERIODS OF SERVICE 3.1 Generally The rates of compensation for ENGINEER' s services provided for in this Agreement have been arrived at in anticipation of the orderly and continuous progress of the PROJECT through completion of the Services contained herein. ENGINEER's obligation to render services hereunder will extend for a period which may reasonably be required for the performance of ENGINEER's services and any required extensions thereto. If specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided, and if such dates are exceeded through no fault if ENGINEER, all rates, measures and amounts of compensation provided herein shall be subject to adjustment pursuant to the Agreement. 3.2 Period of Service for Each Phase Each phase of services as outlined in SECTION 1 will be completed and submitted within the stipulated period indicated, after written authorization to proceed with that phase of services. 3.2.1 Objective Analysis as outlined in Section 1.2.1willbe complete within twenty-four months after written notice to proceed. 3.2.2 I/C and Electrical as outlined in Section 1.2.2 will be complete within six months after written notice to proceed. 3.2.3 Digester Evaluation as outlined in Section 1.2.3 will be complete within six months after written notice to proceed. 3.2.4 Lagoon Modifications and Biosolids Improvements as outlined in Section 1.2.4 will be complete within six months after written notice to proceed. 3.2.5 Miscellaneous Projects as outline in Section 1.2.5 will be complete within the following time frame: • Section 1.2.5.1 Bar Screens 6 months • Section 1.2.5.2 Grease Handling 9 months • Section 1.2.5.3 Evaluation of Grit Basins 6 months • Section 1.2.5.4 Secondary Clarifier Modifications 9 months • Section 1.2.5.5 Aeration Basin Evaluation 12 months • Section 1.2.5.6 I/C Control Evaluation 18 months • Section 1.2.5.7 SCADA and Code Call System 6 months Yakima contract Exhibit A December 15, 1993 19 • Section 1.2.5.8 Chlorine Solution System Add by Addendum • Section 1.2.5.9 Non Potable water system Add by Addendum • Section 1.2.5.10 Treatment Plant Process Improvements Add by Addendum • Section 1.2.5.11 Solids Handling Improvements 6 months 3.2.6 Wastewater Treatment Plant Facility Plan Update as outlined in Section 1.2.6will be started within two months after written notice to proceed, 3.2.7 Comprehensive Plan as outlined in Section 1.2, Twill be started within two months after written notice to proceed, 3.2.8 Financing the Projects as outlined in Section 1.2.7will be complete within twenty- four months after written notice to proceed. 3.2.9 3 i Completion of design Services after written notice to proceed: Section 1.4.1.1 Section 1.4.1.2 Section 1.4.1.3 Biosolids removal 1 month SCADA and Code Call System 6 months Process Improvements 9 months 3.3 Completion of Services. ENGINEER's services under each task shall be considered complete at the earlier of: (1) the date when the submissions for that phase have been accepted by CITY; or (2) thirty days after the date when such submissions are delivered to CITY for fmal acceptance. In each case, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the design of the PROJECT shall be added to that particular Phase. 3.4 Bidding Phase as outlined in section 1.5. After acceptance by CITY of ENGINEER's Drawings, Specifications and other Design Phase documentation, including the most recent Opinion of Probable Construction Costs, and upon written authorization to proceed, ENGINEER shall proceed with performance of the services called for in the Bidding Phase. This Phase shall terminate and the services to be rendered thereunder shall be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with a prospective Contractor. 3.5 The Construction Phase -Administration of the Construction Project will commence with award of the Contract for Construction and, together with ENGINEER's obligation to provide Basic Services under this Agreement, will terminate when fmal payment to the Contractor is due, or in the absence of a fmal application for payment or of such due date, thirty days after the Date of Satisfactory Start-up and Demonstration of Yakima Contract Exhibit A December 15, 1993 20 the Contract for Construction, whichever occurs first, or as otherwise mutually agreed. 3.6 The Operational Phase will commence during the Construction Phase and will terminate 30 days after the Date of Satisfactory Start-up and Demonstration of the Contract for Construction. 3.7 If CITY requests cardinal modifications or changes in the general scope, extent or character of the PROJECT, the time of performance of ENGINEER's services and the various rates of compensation shall be adjusted pursuant to the Agreement. 3 . S If CITY fails to give prompt written authorization to proceed with any Phase of services after completion of the immediately preceding phase, or if the Construction Phase has not commenced within ninety days of the Bidding or Negotiating Phase, ENGINEER may, after giving seven days, written notice to CITY, suspend services under this Agreement. 3.9 If ENGINEER's design services or service during construction of the PROJECT are delayed or suspended in whole or in part by CITY for more than ninety days for reasons beyond ENGINEER's control, ENGINEER shall on written demand to CITY (but without termination of this Agreement) be compensated for all services performed prior to receipt of written notice from CITY of such suspension or abandonment, together with Reimbursable Expenses then due. Compensation will be based on a PER DIEM basis. If such delay or suspension extends for more than six months for reasons beyond ENGINEER's control, or if ENGINEER for any reason is required to render services for more than one year after Satisfactory Start-up and Demonstration is achieved under that contract, the various rates of compensation, including Additional Services, provided for elsewhere in this Agreement shall be subject to adjustment pursuant to the Agreement. The ENGINEER's 1993 hourly billing rates are listed in ATTACHMENT 1. Yakima contract Exhibit A December 15, 1993 21 ATTACHMENT 1 1993 HOURLY BILLING RATES Position Hourly Per Diem Rate Bower, Bob $87.39 Benjes, H. H. Caprara, Craig Driscoll, Kathryn Diwan, Iqbal Koch, John Krutsch, Tony Reed, Jim Marshall, Cindy Quality Review Cockrell, Paul Hogan, Donn McClintock, Peggy Moore, Richard Moattar, Elizabeth Swanson, Ernie Titus,Ralph Vigilia, Rudy Jansen, June 232.32 75.56 42.50 99.26 119.42 134.56 86.62 48.55 128.00 104.81 80.58 56.90 56.00 56.26 99.32 78.72 82.01 39.30 Vigilia, Sandy 38.95 Yakima Contract Exhibit A December 15, 1993 22 EXHIBIT B CITY OF YAKIMA WASTEWATER TREATMENT PLANT AND COLLECTION SYSTEM PAYMENTS TO ENGINEER 1.1 Methods of Payments for Services and Expenses of ENGINEER. 1.1.1 For Services as described in EXHIBIT A, payment shall be computed on a PER DIEM basis in an amount equal to Direct Labor Costs times a factor of 12. Reimbursable Expenses incurred in connection with such services shall be in addition to the foregoing compensation. The total payment for all services in this AGREEMENT shall be not exceed Nine Hundred Eighteen Thousand Seven Hundred Dollars ($918,700) without written authorization from the CITY. The costs associated with each service is summarized below. 1.1.1.1 Objective Analysis services, as described in Section 1.2.1of EXHIBIT A shall, not exceed Forty-eight Thousand Five Hundred Dollars ($48,500) without written authorization from the CITY. ATTACHMENT 1 summarizes the estimated costs associated with this task. 1.1.1.2 The costs for SCADA System and Code Call Improvements, as described in Sections 1.2.1,1.2.5.7,and 1.4.1.2of EXHBBIT A, shall not exceed Ninety-seven Thousand Dollars ($97,000) without written authorization from the CITY. These costs will be reviewed with the CITY after the Technical Memorandum is reviewed by the CITY. ATTACHMENT 2 summarizes the estimated costs associated with this task. 1.1.1.3 Facility Plan Update costs, include the Technical Memorandums as described in Sections 1.2.2.2,1.2.2.3,1.2.3,1.2.4,1.2.5. lthrough 1.2.5.5,1.2.5.11,and the Facility Plan Update as described in Section 1.2.6of EXHIIBIT A, shall not exceed One Hundred Thirty Thousand Dollars ($130,000) without written authorization from the CITY. The fmal costs of services associated with the Facility Plan Update will be adjusted after the urban growth boundaries for the Metropolitan Yakima area are determined, and the results of the industrial site and spray field studies are accepted by the CITY. ATTACHMENT 3 summarizes the estimated costs associated with this task. 1.1.1.4. Comprehensive Plan costs, as described in Section 1.2.7of EXHIIBIT A, shall not exceed One Hundred Thousand Dollars ($100,000) without written authorization from the CITY. The fmal costs of services associated with the Comprehensive Plan will be adjusted after the urban growth boundaries for the Metropolitan Yakima area are determined, and the Facility Plan Update is completed. ATTACHMENT 4 summarizes the estimated costs associated with this task. Yakima contract EXHIBIT B December 15, 1993 1 1.1.1.5 Project Financing costs, as described in Section 1.2.8of EXHIBIT A, shall not exceed Thirteen Thousand Two Hundred Dollars ($13,200) without written authorization from the City. ATTACHMENT 5 summarizes the costs associated with this task.1.1.1.6 Costs for design services and services during construction for Biosolids Removal, as described in Section 1.4.1.1of EXHIBIT A, shall not exceed One Hundred Two Thousand Dollars ($102,000) without written authorization from the CITY. The estimated costs associated with this task are summarized in ATTACHMENT 6, and are based on an eight month construction duration. These costs will be adjusted if the construction duration is not eight months. 1.1.1.7 Costs for design services and services during construction for the Process Improvements, as described in Section 1.4.1.3,shall not exceed Four Hundred Twenty-eight Thousand Dollars ($428,000) without written authorization from the CITY. The estimated costs associated with this task are summarized in ATTACHMENT 7, and are based on a six month construction duration. An adjustment to these costs maybe made after the Technical Memorandums on the Process Improvements are reviewed and accepted by the CITY. These costs will be adjusted if the construction duration is not six months. 1.1.2. For Other Additional Services as described in Section 2 of EXHIIBIT A, payment shall be computed on a PER DIEM basis in an amount equal to direct labor cost times a factor of 3.2. Reimbursable Expenses incurred in connection with such services shall be in addition to the foregoing compensation. ATTACHMENT 1 ESTIMATEDCOSTS FOR OBJECTIVESANALYSLS ESTIMATEDLABOR COSTS Position Est. Hours Est. Billing Rate Est. Cost Principal -in -Charge 16 $134.56 $2,153 Project Manager 140 119.42 16,719 Senior Project Engineer 40 232.32 9,293 Clerical 32 41.60 1,331 Total Labor 29,496 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) 919 Travel 4,500 Smith/Culp (Subconsultants) 13,585 Total Expenses 19,004 GRAND TOTAL 48,500 Yakima Contract EXHIBIT B December 15, 1993 2 ATTACHMENT 2 ESTIMATED COSTS FOR DESIGN SERVICES FOR SCADA SYSTEM IMPROVEMENTS ESTIMATED LABOR COSTS Position Est. Hours Est. Billing Rate Est. Cost Project Manager 80 119.42 9,554 Instrument Engineer 300 99.26 29,778 Electrical Engineer 300 78.72 23,616 I/C CADD Drafter 400 56.90 22,760 Clerical 80 41.60 3,328 Total Labor 89,036 ESTEVIATED EXPENSES Miscellaneous (UPS Fed Ex, etc.) 1,964 Travel 5,000 Printing Plans and Specifications 1,000 Total Expenses 7,964 GRAND TOTAL 97,000 Yakima Contract EXHIBIT B December 15, 1993 3 ATTACHMENT 3 ESTIMATED COSTS FOR INITIAL START OF FACILITYPLAN UPDATE ESTIMATED LABOR COSTS Position Est. Hours Est. Billing Rate Est. Cost Principal -in -Charge 200 $134.56 $26,912 Project Manager 100 119.42 11,942 Quality Review 40 128 5,120 Senior Project Engineer 30 232.32 6,970 Project Engineer 80 75.55 6,044 Engineer 290 56.00 16,240 CADD Drafter 160 56.26 9,002 Clerical 154 41.60 6,406 Total Labor 88,636 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) 2,064 Travel 4,650 Landau (Subconsultant) 7,425 Beyaz & Patel (Subconsultant) 7,425 ELCON (Subconsultant) 19,800 Total Expenses 41,364 GRAND TOTAL $130,000 Yakima Contract EXHIBIT B December 15, 1993 4 ATTACHMENT 4 ESTIMATED COSTS FOR INITIAL START OF COMPREHENSIVE PLAN ESTIMATED LABOR COSTS Position Est. Hours Est, Billing Rate Est. Cost Principal -in -Charge 300 $134.56 $40,368 Senior Project Engineer 40 232.32 Quality Review 40 128.00 Project Manager 100 119.42 Engineer 150 56.00 CADD Drafter 200 56.26 Clerical 200 41.60 9,293 5,120 11,942 8,400 11,252 8,320 Total Labor 94,695 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) 805 Travel 4,500 Total Expenses 5,305 GRAND TOTAL $100,000 Yakima Contract EXHIBIT B December 15, 1993 5 ATTACHMENT 5 ESTIMATED COSTS FOR SERVICES FOR PROJECT FINANCING ESTIMATEDLABOR COSTS Position Est, Hours Est. Billing Rate Est, Cost Principal -in -Charge 40 $134.56 $5,382 Engineer 80 56.00 4,480 Clerical 40 41.60 1,664 Total Labor 11,526 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) $474 Travel 1,200 Total Expenses 1,674 GRAND TOTAL $13,200 Yakima Contract EXHIBIT 2 December 15, 1993 6 ATTACHMENT 6 ESTIMATED COSTS FOR DESIGN SERVICES AND SERVICES DURING CONSTRUCTION FOR BIOSOLIDS REMOVAL ESTIMATED LABOR COSTS Position Est. Hours Est. Billing Rate Est. Cost Principal -in -Charge 52 $134.56 $6,997 Project Manager 269 119.42 32,124 Quality Review 40 128.00 5,120 Electrical Engineer 60 78.72 4,723 Project Engineer 376 80.99 30,452 CADD Drafter 45 56.26 2,532 Technician 128 48.54 6,213 Clerical 124 41.60 5,158 Total Labor 92,295 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) 2,005 Travel 5,700 Printing Plans and Specifications 2,000 Total Expenses 9,705 GRAND TOTAL 102,000 Yakima Contract EXHIBIT B December 15, 1993 7 ATTACHMENT 7 ESTIMATED COSTS FOR DESIGN SERVICES AND SERVICES DURING CONSTRUCTION FOR PROCESS IMPROVEMENTS ESTIMATED LABOR COSTS Position Est. Hours Est. Billing Rate Est. Cost Senior Project Engineer 20 $232.32 $4,646 Project Manager 609 119.42 72,727 Quality Review 40 128 5,120 Operations Specialist 300 87.39 26,216 Electrical Project Engineer 200 99.33 19,866 Electrical Engineer 100 78.72 7,872 Resident Project Representative 1008 86.26 87,313 Project Engineer 1000 78.78 78,780 CADD Drafter 538 56.26 30,268 Technician 500 48.54 24,270 Clerical 584 41.60 24,294 Total Labor 381,373 ESTIMATED EXPENSES Miscellaneous (UPS, Fed Ex, etc.) 7,877 Travel 9,750 Printing Plans and Specifications 1,500 Housing 3,400 Hong West (Subconsultant) 2,000 TCC (Subconsultants) 10,000 Beyaz & Patel, Inc (Subconsultant) 12,100 Total Expenses $46,627 GRAND TOTAL $428,000 Yakima Contract EXHIBIT B December. 15, 1993 8