HomeMy WebLinkAbout07/21/2009 12 Upper Yakima County Water Meter Automation Evaluation Consulting Services Agreement with Gray and Osborne • BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT ,
Item Not
For Meeting of July 21, 2009
ITEM TITLE: Consideration of a Resolution authorizing execution of an engineering and
consulting services agreement with Gray and Osborne associated with the
Upper Yakima County Water Meter Automation Evaluation
SU!- !WITTED BY: Dave Brown, Water /Irrigation Manager
Dave Zabel!, Assistant City Manager
CONTACT PEIR LEPHONE: Dave Brown / 575 -6204
SUMMARY EXPLANATION:
City Council has approved an inter -local agreement with the City of Selah and Nob Hill Water
Association to complete an evaluation of automating the function of water meter reading and
to determine if the three utilities could benefit from collaborating on the project. The inter -local
i agreement required that the cities of Yakima and Selah, as well as Nob Hill Water Association
share in the cost of the evaluation. The attached contract with the consulting firm of Gray and
Osborne, Inc. is to conduct the evaluation.
Engineering cost not to exceed:
$43,500
Resolution X — Ordinance Contract X Other (Specify)
Mail to: Jeff Stems Golder Associates; Gray & Osborne 107 South Third Street, Yakima WA 98901
Phone: 509 -453-4833
Funding Source. 477 Water CIP Fund
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECO s" +ENDATION: Approve resolution authorizing the City Manager to execute the
accompanying c ontaac t for the Upper Yakima County Water Meter Automation Evaluation by
Gray and Osborne, Inc. of Yakima, Washington.
BOARD /COM °o RECOMMENDATION:
COUNCIL AC a +N:
RESOLUTION NO. R -2009-
A RESOLUTION authorizing the City Manager to execute the attached and incorporated
engineering and consulting services agreement with Gray and Osbome,
Inc for engineering and consulting services associated with the Upper
Yakima County Water Meter Automation Evaluation.
WHEREAS, the City of Yakima Water /Irrigation Division requires engineering and
consulting services associated with the Upper Yakima County Water Meter Automation
Evaluation; and
WHEREAS, the City of Yakima Water /Irrigation Division representatives have complied
with • the provisions of RCW 39.80 which concerns the procurement of engineering and
architectural services by a city; and
WHEREAS, the City of Yakima Water /Irrigation Division representatives will continue to
comply with the provisions of RCW 39.80 which concerns the procurement of engineering and - --
architectural services by a city for future engineering and architectural services; and
WEREAS, Gray and Osborne, Inc. has the necessary expertise and experience to
perform and provide the required engineering consulting services and is willing to do so in
accordance with the attached agreement; and
• WHEARAS, the city of Selah, Nob Hill Water Association and Yakima have an inter -
local agreement to collaborate on the Yakima County Water Meter Automation Evaluation to
help share costs and resources; and
WHEARAS, the city of Selah, Nob Hill Water Association and Yakima have an inter -
local agreement which provides for a cost sharing for services; and
WHEREAS, the City Council deems it to be in the best interest of the City to enter into
an agreement with Gray and Osbome, Inc. for engineering and consulting services associated
with the Upper Yakima County Water Meter Automation Evaluation; Now, Therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated engineering and consulting services agreement with Gray and Osbome, Inc. for
engineering and consulting services associated with the Upper Yakima County Water Meter
Automation Evaluation.
ADOPTED BY THE CITY COUNCIL this 21st day of July 2009.
David Edler, Mayor
ATTEST:
• i Cle
C ty C
• AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
GRAY and OSBORNE, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of , 2009, by and
between the City of Yakima, Washington, a municipal corporation with principal offices at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY ", and GRAY and OSBORNE, INC.,
with an office at 107 South Third Street, Yakima WA 98901 and which corporation and its principal
engineers performing this Agreement are licensed and registered to do business in the State of
Washington, hereinafter referred to as "ENGINEER," for Upper Yakima County Water Meter Automation
Evaluation, herein called the "PROJECT." ,
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ENGINEER to provide engineering services for design and
construction of Upper Yakima County Water Meter Automation. Evaluation, as described in this
Agreement and subsequent Amendments thereto; and
WHEREAS, ENGINEER represents that it has available and offers to provide personnel with
• knowledge and experience necessary to satisfactorily accomplish the work' within the required time and
that it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ENGINEER agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 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,
Jeff Stevens, P.E. 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 "
Upper Yakima County Water Meter Automation Evaluation " (WORK) which is attached hereto
and made a part of this Agreement as if fully set forth herein.
2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by
ENGINEER can be defined in detail at the time this Agreement is executed, and that additional
WORK related to the Project and not covered in Exhibit A may be needed during performance of
this Agreement. CITY may, at any time, by written order, direct the ENGINEER to revise portions
of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the
PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the
PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or
time required for, performance of any services under this Agreement, a contract price
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and /or completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ENGINEER according to the provisions set forth in Exhibit B, attached
hereto and incorporated herein by this reference, and if so authorized, shall be
considered part of the PROJECT WORK. The ENGINEER shall not perform any
Additional Services until so authorized by CITY and agreed to by the ENGINEER in
writing.
2.3 The ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the
date of the ENGINEER's receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
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.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ENGINEER as required for ENGINEER'S performance of its services and will
provide labor and safety equipment as reasonably required by ENGINEER for such access.
3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the ENGINEER of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
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.
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 TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - Schedule of Specific
Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis
plus reimbursement for direct non -salary expenses.
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•
5.1.1 DIRECT NON - SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ENGINEER'S vehicles; meals and
lodging; laboratory tests and analyses; printing, binding and reproduction charges; all
costs associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT - related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of
actual charges plus fifteen percent (15 %) and on the basis of current rates when
furnished by ENGINEER. Estimated Direct Non -Salary Expenses are shown in Exhibit B.
5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the ENGINEER and each of the
Subconsultants in connection with PROJECT WORK; provided, as follows:
• That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for PROJECT WORK. ENGINEER, whenever possible,
will use the least expensive form of ground transportation.
• ' That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars ($40) per day per person. This rate may be
adjusted on a yearly basis. •
• That accommodation shall be at a reasonably priced hotel /motel.
• That air travel shall be by coach class, and shall be used only when
absolutely necessary.
® 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 included in the Schedule of Specific Hourly Billing Rates.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of 1.10 times the actual costs billed by the Professional Subconsultant for services
provided to the CITY through this Agreement. Estimated Subconsultant costs are shown
in Exhibit B.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Forty Three Thousand Five Hundred Dollars ($43,500). 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.
5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for
PROJECT services completed through the accounting cut -off day of the previous month. Such
invoices shall be for PROJECT services and WORK performed and costs incurred prior to the
date of the invoice and not covered by previously submitted invoices. The ENGINEER shall
submit with each invoice a summary of time expended on 'the PROJECT for the current billing
period, copies of subconsultant invoices, and any other supporting materials determined by the
City necessary. to substantiate the costs incurred. CITY will use its best efforts to pay such
• invoices within thirty (30) days of receipt and upon approval of the WORK done and amount
billed_ CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY
may question any item in an invoice, noting to ENGINEER the questionable items) and
withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a
subsequent invoice together with additional supporting information required.
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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 payment
claims against CITY arising under or by virtue of this Agreement, other than such payment
claims, if any, as may be specifically exempted by the ENGINEER from the operation of the
release in stated amounts to be set forth therein.
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.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, design, drawings, specifications,
reports, and other services furnished by the ENGINEER under this Agreement. The ENGINEER
shall, without additional compensation, correct or review any errors, omissions, or other
deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
ENGINEER shall perform its WORK according to generally accepted civil engineering standards
of care and consistent with achieving the PROJECT WORK within budget, on time, and in
compliance with applicable laws, regulations, and permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings; designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
ENGINEER of responsibility for the technical adequacy, completeness, or accuracy of its WORK
and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not
be construed to operate as a waiver of any rights under this Agreement or at law or any cause of
action arising out of the performance of this Agreement.
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 defend, indemnify, and hold harmless the CITY, its elected -
officials, agents, officers, and employees (hereinafter "parties protected ") from (1)
claims, demands, liens, lawsuits, administrative and other proceedings, and (2)
judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses
(including legal fees, costs, and disbursements) of any kind claimed by third parties
arising out of, or related to any death, injury, damage or destruction to any person or
any property to the extent caused by any negligent act, action, default, error or
omission or willful misconduct arising out of the Engineer's performance under this
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• Agreement. In the event that any lien is placed upon the City's property or any of
the City's officers, employees or agents as a result of the negligence or willful
misconduct of the Engineer, the Engineer shall at once cause the same to be
dissolved and discharged by giving bond or otherwise.
(b) CITY agrees to indemnify, defend, and hold the ENGINEER 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 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.
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 specifically and expressly waives its immunity
under the Industrial Insurance Act, Title 51„ RCW. Such waiver has been mutually negotiated by
the ENGINEER and the CITY as evidenced by their specific and express initialing of this
paragraph.
110 ENGINEERS 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 a contractor's safety programs or methods, or for compliance by contractors with
laws and regulations. CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the ENGINEERS
officers, principals, employees, agents, representatives, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER
professional liability.
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 (15) days after execution of this Agreement. The performance dates
and budgets for tasks may be modified only upon written agreement of the parties hereto. The
® performance date for tasks and the completion date for the entire PROJECT shall not be
extended, nor the budget increased because of any unwarranted delays attributable to the
ENGINEER, but.may be extended or increased by the CITY in the event of a delay caused by
special services requested by the CITY or because of unavoidable delay caused by any
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governmental action or other conditions beyond the control of the ENGINEER which could not be
reasonably anticipated.
7.2 Not later than the tenth (10) day of each calendar month during the performance of the
PROJECT, the ENGINEER shall submit to the CITY'S Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the ENGINEER and
subconsultants on each task, indicating a good faith estimate of the percentage completion
thereof on the last day of the previous month. Additional oral or written reports shall be prepared
at the request of the CITY for presentation to other govemmental agencies and /or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ENGINEER are instruments or service of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf
of the CITY without written permission of the ENGINEER, which shall not be unreasonably
withheld and will be at theCITY's sole risk. The CITY agrees to indemnify the ENGINEER and its
officers, employees, subcontractors, and affiliated- corporations from all claims, damages, losses,
and costs including, but not limited to, litigation expenses and attorney's fees arising out of or
related to such unauthorized reuse, change, or alteration; provided, however, that the ENGINEER
will not be indemnified for such claims, damages, losses, and costs including, without limitation,
litigation expenses and attorney fees where caused by the ENGINEER's own negligent acts or
omissions.
8.2 The ENGINEER agrees that ownership of any plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
or which are specified to be delivered under this Agreement or which are developed or produced
and paid for under this Agreement, whether or not complete, shall be vested in the CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ENGINEER (hereinafter
"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ENGINEER, and ENGINEER
does not grant CITY any right or license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The ENGINEER, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied.
The CITY or the CITY'S duly authorized representative, shall have access to such books,
records, documents, and other evidence for inspection, audit, and copying for a period of three
years after completion of the PROJECT. The CITY shall also have access to such books,
records, and documents during the performance of the PROJECT WORK, if deemed necessary
by the CITY, to verify the ENGINEER'S WORK and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
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 final audit report will include written
comments, if any, of the ENGINEER.
9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
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• SECTION 10 INSURANCE
10.1 Prior to beginning WORK under this Agreement, the ENGINEER shall provide Certificates of
Insurance satisfactory to the CITY 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 insureds 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 Commercial 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 not be less than two million
dollars ($2,000,000) per occurrence /aggregate.
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 not be less than one million dollars ($1,000,000) per occurrence.
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 professional liability insurance coverage
shall not be less than one million dollars ($1,000,000) for any one claim and policy
aggregate.
• 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 canceled, allowed to
expire, or changed in any manner that affects the rights of the City until thirty (30) days
after written notice to the CITY of such intended cancellation, expiration or change.
SECTION 11 SUBCONTRACTS
1.1.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to subcontract
any portion of the WORK to be performed under this Agreement.
11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT, including any
substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The ENGINEER shall be responsible for the architectural and engineering
performance, acts, and omissions of all persons and firms performing subcontract WORK.
11.3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the
purpose of completing this Agreement.
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
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other, which consent will not be unreasonably withheld. It is expressly intended and agreed that
no third party beneficiaries are created by this Agreement, and that the rights and remedies
provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 13 INTEGRATION
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.
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 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 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.
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 ninety (90) days, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the suspended
portion of Project in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
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.
17.2 In addition to termination under subsection 17.1 of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation with CITY before termination.
Page 8
•
173 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price
pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at
the time of termination may be adjusted to the extent of any additional costs or damages CITY
has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall
consider the amount of WORK originally required which was satisfactorily completed to date of
termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at
the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any
and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by
said default. This provision shall not preclude CITY from filing claims and /or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
17A 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.
17.7 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 DISPUTE RESOLUTION
18.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If the afore mentioned methods are either not
successful then any dispute relating to this Agreement shall be decided in the Yakima Superior
Court in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 19 NOTICE
® 19.1 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
Page 9
by the addressee -party, or seventy -two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
2301 Fruitvale Boulevard
Yakima, WA 98902
Attn: Mr. David Brown, Water /Irrigation Manager
ENGINEER: Gray and Osborne, Inc.
701 Dexter Avenue North, Suite #200
Seattle, WA 98109]
Attn: Mr. Thomas M. Zerkel P. E.
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 GRAY and OSBORNE INC.
Signature Signature
Printed Name: R.A. Zais, Jr. Printed Name: Thomas M. Zerkel
Title: City Manager Title: President
Date: Date:
Attest
Deborah Moore, City Clerk
City Contract No. 2009 -
Resolution No. R- 2009 -.
Page 10
STATE OF WASHINGTON
)ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that R.A. ZAIS, JR. is the person who appeared before
me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized
to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
•
•
Page 11
STATE OF WASHINGTON )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that THOMAS M. ZERKEL, 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 President of Gray & Osborne, Inc.
to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
Page 12
• EXHIBIT A
CITY OF YAKIMA — Upper Yakima County Water Meter Automation Evaluation
SCOPE OF WORK
During the term of this AGREEMENT, the ENGINEER shall perform.professional services in connection
with the following project:
A scope of work is presented here to prepare a report evaluating the feasibility of automatic
meter reading (AMR)/ advanced metering infrastructure (AMI) for the City of Yakima, the City of
Selah, and Nob Hill Water Association.
This scope of work covers the following tasks:
Task 1 - AMR / AMI Technology Review and Evaluation
Task 2 — Potential AMR / AMI Approaches
Task 3 - Financial Analysis of Alternatives
Task 4 — Meeting with Purveyors
Task 5 — Recommendations and Final Report
Detailed descriptions of the services to be provided follows:
Task 1 — AMR / AMI Technology Review and Evaluation
Purpose: Provide a survey and comparison of current automated meter reading (AMR)
equipment and systems -
Background: The evaluation will need to consider current AMR technology and perform side
by side comparisons to allow each water system to determine the functionality and utility of each
manufacturer's system.
Description: Identify current AMR / AMI manufacturers and their products, both mobile (drive
and fixed network. Perform side by side comparisons of meters, registers, meter
transmitting units, data collection systems and billing system interface software. Rank each
technology in its ability to meet the end user's requirements. This task will include contacting
users of the AMR / AMI technologies evaluated to determine end user satisfaction. This task
will include communications with the end users by phone and e-mail to discuss the features of
each system and verify rankings are appropriate.
Assumptions: AMR technology is not uniform between manufacturers and is constantly
changing as manufacturers seek to become more competitive in the market.
Deliverables: A chapter in the report that summarizes the AMR technology evaluation.
Potential AMR / AMI technologies will be evaluated and ranked by system component and
overall system functionality, operational reliability and serviceability.
Schedule: Complete 42 days after NTP.
® Cost: A budget of approximately $9,200 is allocated to this task.
Page 13
•
Task 2: Potential AMR / AMI Approaches
Purpose: Identify potential AMR solutions for each water utility, including a joint solution
involving all three utilities.
Description: Evaluate potential AMR/AMI solutions for each purveyor, including one stand
alone AMR / AMI solution for each purveyor and one joint solution for all purveyors. This task
will include communications with the end users by phone and e-mail to discuss each approach
and the assumptions used in identifying the approach. Procurement options will be discussed
for each potential approach, including phasing the installation, purveyors doing a portion of the
installation work (meters /registers and meter transmitter units), and competitive vs. negotiated
procurement.
Assumptions: Each water utility has unique needs that will require consideration in the
evaluation. While a joint solution between all three purveyors will be evaluated and may be
viable, it is assumed that each purveyor will need to evaluate stand alone solutions as well.
Deliverables: A chapter in the report that summarizes the potential AMR /AMI approaches.
Schedule: Complete 77 days after NTP.
Cost: A budget of approximately $12,300 is allocated to this task.
Task 3: Financial Analysis of Alternatives
Purpose: Provide a financial analysis of the proposed AMR /AMI solutions evaluated in Task 2.
Description: This task will require obtaining data from each of the three purveyors regarding
their current water meter reading process, including labor costs, vehicle costs, existing meter
age and replacement schedules, and water use efficiency reports. The potential AMR / AMI
solutions developed in Task 2 will be evaluated for life cycle costs and pay back periods. The
"no implementation alternative" will be evaluated for each purveyor to show estimated
operations and maintenance costs if no AMR / AMI solution is implemented, but meter reading
processes remain unchanged from existing and meter replacements are done per current
schedules.
Assumptions: Data for this task must be obtained at the beginning of the project, as some of it
(meter age and replacement schedules) will be needed for Task 1. No more than five AMR /
AMI solutions will be analyzed. At least one stand alone AMR / AMI solution will be evaluated
for each purveyor. Each solution will be compared to a baseline that involves no AMR / AMI
system installation, only normal operations and maintenance expenses.
.z.Deliverables: Chapter in the report that summarizes the financial analysis for the AMR / AMI
approaches outlined in Task 2. This chapter would be submitted along with previous two
chapters.
Schedule: Complete 119 days after NTP. All requested financial data must have previously
been provided during Task 2.
Cost: A budget of approximately $10,700 is allocated to this task.
Page 14
• Task 4 — Meeting with Purveyors
Purpose: Meet with purveyors to discuss results of evaluation and initial recommendations.
Description: This meeting will review all work completed to date and allow the purveyors to
discuss recommendations to be presented in the final report. ,
Assumptions: All purveyors will have read the three initial chapters and come prepared to
discuss. A face to face meeting is needed to allow the report recommendations to be finalized
between the three purveyors.
Deliverable: E -mail summarizing the results of the meeting.
Schedule: Complete 133 days after NTP.
Budget: A budget of $1,900 is allocated to this task.
Task 5: Recommendations and Final Report
Purpose: Summarize the AMR / AMI study in a report.
Description: Report will include AMR / AMI technology evaluation, potential approaches,
Deliverables: Final report. Two copies per purveyor.
4111)
Schedule: Complete 168 days after the NTP
Cost: A budget of approximately $9,400 is allocated to this task.
BUDGET SUMMARY
- A detailed itemization of costs are presented in an attached table, and are summarized below.
Summary Budget
Task Budget
Task 1 — AMR / AMI Technology $9,200
Review and Evaluation
Task 2 - Potential AMR / AMI , $12,300
Approaches
Task 3 — Financial Analysis of $10,700
Alternatives
Task 4 — Meeting with Purveyors $1,900
• Task 5 — Recommendations and Final $9,400
Report
Total $43,500
Page 15
0 • •
EXHIBIT "B"
ENGINEERING SERVICES
SCOPE AND ESTIMATED COST ,
Upper Yakima County AMR/AMI Evaluation
' r , - „=�4 'ir- „'.'�?:; sd` 1'_ fi��` "� a � r E� . -L?`, i -. $:- :,^?� 4. .. " `r.�. € �.�7'*. 3 owe a s : .,..,�, 4p -�,a �# r� :£ 'L n'y.� 5"..�: w� �TMi” °: �;::�E; �i,, �;:;�" ,r s"µ;
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-, � ^�.� - , fiF`?"4,ra7s .. . F .a.. � n . s,s� : �a..,� � F` . f •: � '�:' t� • ,,o-"� �+ . . r �e.� . , ,�' *:im�,�5 .� rr :.,'� ,,,u { � 'x _ ���
"' _tom - , o '^i4 ,s1 .h`.,> c d',O. .,,, -�+"' ,.'" s St t �*". >- a;, _' �� 4 s . Lo .
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?. ',: '��... ....� � s..:..,�, 'a -.:: r >nw€ :.f .. �, y.. +w;C y ,.�'s —> .><�:' �. .. � ��. � v::.� °,,�' €�,�`^,,,'._. n$. r. ??t7 ,�. 'v �- �,� ,�
;�< �, , �;� „ .2q.. �z�� ,.��A, � -�. -,. � �� - �Pruiciy�al�" Pro, ect�M : � ;�rCi uil�EnQ � ��� Anal st �.r G _f � D�Te h:
< ` -7, . �1it "Pn:t 1 .. 4,it ar.,ya 4-f -.m.� �.�r c VY.. rr� J 'E � x P, „„ ,'-:.rC i
F w � �� x. *+,'n - -s5 .3.i ? �.'+�^ . � : ' .:." _' a... n ;,e"�.. � S+t >.^, � ��`.^ 14�9�:: ase a. -g �i' ,�, ..:.z �. �' i. ? its a t �.��.:� r � `' S.F €"�. � r�'?'� ,'r g x �t. ;s
�1 A_ i- ^ . to K i i ,R ,H
�4��� ...Y � >,�;�,�,�TASKS �,�����_�� _ ��,.��.�,m,^s��� F` Hours��a�. 'r�.Hours� >i. aK.. ,�..._ ��� K Hours. Eo ���Hours� � ;
I AMR/AMI Technology Evaluation 2 20 48 4 8
I1 AMR/AMI Approaches 4 16 32 12 16
III Financial Analysis 8 16 12 56 0
IV Recommendations 4 16 20 28 16
V Meetings 4 4 4 0 0
Hour Estimate: 22 72 116 100 40
Estimated Hourly Rates: $46 $38 $36 $36 $28
Direct Labor Cost $1,012 $2,736 $4,176 $3,600 $1,120
Subtotal Direct Labor: $12,644
Indirect Costs (171 %): $21,621
Total Labor Cost: $34,265
Fee (15 %): $5,140
Subtotal Labor & Fees: $39,405
Direct Non - Salary Cost:
Mileage and Expenses (Mileage @ $0.55 /mile) $407
Printing (will be billed at actual cost - this is an estimate) $200
Subconsultant
Conley Enginering Inc. $3,200
Overhead on Subconsultant (10 %) $320
TOTAL ESTIMATED COST: $43,500
Page 17
EXHIBIT "C"
SCHEDULE OF RATES
FOR
Gray and Osborne, Inc.
(January 1, 2009, Through December 31, 2009)
Invoices from Gray & Osborne, Inc. include all labor charges, other direct costs, and costs associated with
in -house services. Charges include only those services directly attributable to the execution of the work.
Time spent when traveling in the interest of work will be charged in accordance with the hourly rates.
Labor charges are based upon standard hourly billing rates for each category of staff. The billing rates
include costs for salary, payroll taxes, insurance associated with employment, benefits (including holiday,
sick leave, and vacation), administrative overheads, and profit. Rates by labor category are as follows:
Personnel Hourly Rate
Category
Principal $143.36
Project Manager $118.43
Civil Engineer $112.19
Financial Analyst $112.19
CADD Technician $87.26
Subcontractor costs will be invoiced at direct cost plus an administrative fee of 10 %. Other direct costs,
including materials, travel, and subsistence will be invoiced at actual cost.
Page 18